Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 28, 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Entity File Number | 001-11499 | |
Entity Registrant Name | WATTS WATER TECHNOLOGIES INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2916536 | |
Entity Address, Address Line One | 815 Chestnut Street | |
Entity Address, City or Town | North Andover | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01845 | |
City Area Code | 978 | |
Local Phone Number | 688-1811 | |
Title of 12(b) Security | Class A common stock, par value $0.10 per share | |
Trading Symbol | WTS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000795403 | |
Amendment Flag | false | |
Class A | ||
Entity Common Stock, Shares Outstanding | 27,412,374 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 5,958,290 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 237.1 | $ 350.1 |
Trade accounts receivable, less reserve allowances of $13.0 million at March 31, 2024 and $11.9 million at December 31, 2023 | 305.7 | 259.8 |
Inventories, net: | ||
Raw materials | 151.9 | 150.6 |
Work in process | 21.3 | 20.2 |
Finished goods | 250.4 | 228.5 |
Total Inventories | 423.6 | 399.3 |
Prepaid expenses and other current assets | 43.6 | 51.8 |
Total Current Assets | 1,010 | 1,061 |
PROPERTY, PLANT AND EQUIPMENT | ||
Property, plant and equipment, at cost | 683.8 | 677.2 |
Accumulated depreciation | (428.8) | (429) |
Property, plant and equipment, net | 255 | 248.2 |
OTHER ASSETS: | ||
Goodwill | 724.3 | 693 |
Intangible assets, net | 250.9 | 216.1 |
Deferred income taxes | 21.6 | 23.6 |
Other, net | 70.6 | 67.5 |
TOTAL ASSETS | 2,332.4 | 2,309.4 |
CURRENT LIABILITIES: | ||
Accounts payable | 162.6 | 131.8 |
Accrued expenses and other liabilities | 186.6 | 190.3 |
Accrued compensation and benefits | 58.1 | 83.7 |
Total Current Liabilities | 407.3 | 405.8 |
LONG-TERM DEBT | 283.5 | 298.3 |
DEFERRED INCOME TAXES | 12.6 | 13.5 |
OTHER NONCURRENT LIABILITIES | 77.2 | 78.5 |
STOCKHOLDERS' EQUITY: | ||
Preferred Stock, $0.10 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Additional paid-in capital | 680.6 | 674.3 |
Retained earnings | 1,022.8 | 979.1 |
Accumulated other comprehensive loss | (154.9) | (143.4) |
Total Stockholders' Equity | 1,551.8 | 1,513.3 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,332.4 | 2,309.4 |
Class A | ||
STOCKHOLDERS' EQUITY: | ||
Common Stock | 2.7 | 2.7 |
Class B | ||
STOCKHOLDERS' EQUITY: | ||
Common Stock | $ 0.6 | $ 0.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Millions | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares |
Trade accounts receivable, reserve allowances | $ | $ 13 | $ 11.9 |
Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 |
Common Stock, shares authorized | 120,000,000 | 120,000,000 |
Common Stock, votes per share (Number of votes) | 1 | 1 |
Common Stock, issued shares | 27,418,449 | 27,352,701 |
Common Stock, outstanding shares | 27,418,449 | 27,352,701 |
Class B | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.10 | $ 0.10 |
Common Stock, shares authorized | 25,000,000 | 25,000,000 |
Common Stock, votes per share (Number of votes) | 10 | 10 |
Common Stock, issued shares | 5,958,290 | 5,958,290 |
Common Stock, outstanding shares | 5,958,290 | 5,958,290 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Consolidated Statements of Operations | ||
Net sales | $ 570.9 | $ 471.7 |
Cost of goods sold | 303.4 | 253.6 |
GROSS PROFIT | 267.5 | 218.1 |
Selling, general and administrative expenses | 169.6 | 133.7 |
Restructuring | 1.2 | (0.3) |
OPERATING INCOME | 96.7 | 84.7 |
Other (income) expense: | ||
Interest income | (2.1) | (0.4) |
Interest expense | 4.2 | 1.5 |
Other (income) expense, net | (0.6) | 0.1 |
Total other expense | 1.5 | 1.2 |
INCOME BEFORE INCOME TAXES | 95.2 | 83.5 |
Provision for income taxes | 22.6 | 18.8 |
NET INCOME | $ 72.6 | $ 64.7 |
Basic EPS | ||
NET INCOME PER SHARE | $ 2.17 | $ 1.94 |
Weighted average number of shares | 33.4 | 33.4 |
Diluted EPS | ||
NET INCOME PER SHARE | $ 2.17 | $ 1.93 |
Weighted average number of shares | 33.5 | 33.5 |
Dividends declared per share | $ 0.36 | $ 0.30 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Consolidated Statements of Comprehensive Income | ||
Net income | $ 72.6 | $ 64.7 |
Other comprehensive (loss) income net of tax: | ||
Foreign currency translation adjustments | (12.9) | 4.4 |
Cash flow hedges | 1.4 | (1.7) |
Other comprehensive (loss) income | (11.5) | 2.7 |
Comprehensive income | $ 61.1 | $ 67.4 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) $ in Millions | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss. | Total |
Balance at the beginning of the period at Dec. 31, 2022 | $ 2.7 | $ 0.6 | $ 651.9 | $ 795.3 | $ (149.9) | $ 1,300.6 |
Balance (in shares) at Dec. 31, 2022 | 27,314,679 | 5,958,290 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 64.7 | 64.7 | ||||
Other comprehensive income (loss) | 2.7 | 2.7 | ||||
Comprehensive income | 67.4 | |||||
Shares of Class A common stock issued upon the exercise of stock options | 0.1 | 0.1 | ||||
Shares of Class A common stock issued upon the exercise of stock options (in shares) | 547 | |||||
Stock-based compensation | 4 | 4 | ||||
Stock repurchase | (3.7) | (3.7) | ||||
Stock repurchase (in shares) | (22,473) | |||||
Net change in restricted and performance stock units | 2.1 | (14.6) | (12.5) | |||
Net change in restricted and performance stock units (in shares) | 121,647 | |||||
Common stock dividends | (10.1) | (10.1) | ||||
Balance at the end of the period at Mar. 26, 2023 | $ 2.7 | $ 0.6 | 658.1 | 831.6 | (147.2) | 1,345.8 |
Balance (in shares) at Mar. 26, 2023 | 27,414,400 | 5,958,290 | ||||
Balance at the beginning of the period at Dec. 31, 2023 | $ 2.7 | $ 0.6 | 674.3 | 979.1 | (143.4) | 1,513.3 |
Balance (in shares) at Dec. 31, 2023 | 27,352,701 | 5,958,290 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 72.6 | 72.6 | ||||
Other comprehensive income (loss) | (11.5) | (11.5) | ||||
Comprehensive income | 61.1 | |||||
Stock-based compensation | 4 | 4 | ||||
Stock repurchase | (4) | (4) | ||||
Stock repurchase (in shares) | (19,750) | |||||
Net change in restricted and performance stock units | 2.3 | (12.8) | (10.5) | |||
Net change in restricted and performance stock units (in shares) | 85,498 | |||||
Common stock dividends | (12.1) | (12.1) | ||||
Balance at the end of the period at Mar. 31, 2024 | $ 2.7 | $ 0.6 | $ 680.6 | $ 1,022.8 | $ (154.9) | $ 1,551.8 |
Balance (in shares) at Mar. 31, 2024 | 27,418,449 | 5,958,290 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
OPERATING ACTIVITIES | ||
Net income | $ 72.6 | $ 64.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 8.6 | 7 |
Amortization of intangibles | 4.7 | 3 |
Loss on disposal and impairment of long-lived asset | (1) | 0.2 |
Stock-based compensation | 4 | 4 |
Deferred income tax | 0.9 | (0.7) |
Changes in operating assets and liabilities, net of effects from business acquisitions: | ||
Accounts receivable | (44.5) | (34.8) |
Inventories | (12.5) | (23.9) |
Prepaid expenses and other assets | 7.1 | (1.9) |
Accounts payable, accrued expenses and other liabilities | 5.7 | 15.8 |
Net cash provided by operating activities | 45.6 | 33.4 |
INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (10.1) | (5.1) |
Proceeds from the sale of property, plant and equipment | 1.1 | |
Business acquisitions, net of cash acquired | (100.8) | |
Net cash used in investing activities | (109.8) | (5.1) |
FINANCING ACTIVITIES | ||
Proceeds from long-term borrowings | 30 | |
Payments of long-term debt | (15) | (30) |
Payments for withholding taxes on vested awards | (12.8) | (14.6) |
Payments for finance leases and other | (0.7) | (0.7) |
Proceeds from share transactions under employee stock plans | 0.1 | |
Payments to repurchase common stock | (4) | (3.7) |
Dividends | (12.1) | (10.1) |
Net cash used in financing activities | (44.6) | (29) |
Effect of exchange rate changes on cash and cash equivalents | (4.2) | 1.7 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (113) | 1 |
Cash and cash equivalents at beginning of year | 350.1 | 310.8 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 237.1 | 311.8 |
Acquisition of businesses: | ||
Fair value of assets acquired | 102.9 | |
Cash paid, net of cash acquired | 100.8 | |
Liabilities assumed | 2.1 | |
Issuance of stock under management stock purchase plan | 0.3 | 0.4 |
CASH PAID FOR: | ||
Interest | 3.2 | 1.2 |
Income taxes | $ 13.7 | $ 7.7 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the Watts Water Technologies, Inc. (the “Company”) Consolidated Balance Sheet as of March 31, 2024, the Consolidated Statements of Operations for the First Quarters ended March 31, 2024 and March 26, 2023, the Consolidated Statements of Comprehensive Income for the First Quarters ended March 31, 2024 and March 26, 2023, the Consolidated Statements of Stockholders’ Equity for the First Quarters ended March 31, 2024 and March 26, 2023, and the Consolidated Statements of Cash Flows for the First Quarters ended March 31, 2024 and March 26, 2023. The consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. The accounting policies followed by the Company are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The financial statements included in this report should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024. The Company operates on a 52 13 Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We are not aware of any specific event or circumstance that would require updates to the Company’s estimates or judgments or require the Company to revise the carrying value of the Company’s assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ from those estimates. |
Accounting Policies
Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies | |
Accounting Policies | 2. Accounting Policies The significant accounting policies used in preparation of these consolidated financial statements for the first quarter ended March 31, 2024, are consistent with those discussed in Note 2 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Shipping and Handling Shipping and handling costs included in selling, general and administrative expenses amounted to $21.8 million and $16.6 million for the first quarters of 2024 and 2023, respectively. Research and Development Research and development costs included in selling, general and administrative expenses amounted to $18.5 million and $16.1 million for the first quarters of 2024 and 2023, respectively. Accounting Standard Updates In March 2024, the Securities and Exchange Commission (“SEC”) adopted climate-related reporting rules, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “SEC Climate Reporting Rules”), which require the disclosure of material Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics in annual reports and registration statements. For large accelerated filers, disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025. The Company is currently evaluating the impact these rules will have on the Company’s consolidated financial statements and related disclosures. In April 2024, the SEC voluntarily stayed the implementation of the final rules. In the stay order, the SEC noted it intends to vigorously defend the validity of the final rules. monitoring the outcome of the voluntary stay. In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the Company’s financial statement disclosures. In November 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the Company’s financial statement disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition The Company is a leading supplier of products and solutions that manage and conserve the flow of fluids and energy into, through and out of buildings in the commercial, industrial and residential markets. For 150 years, the Company has designed and produced valve systems that safeguard and regulate water systems, energy efficient heating and hydronic systems, drainage systems and water filtration technology that helps purify and conserve water. The Company distributes products through four primary distribution channels: wholesale, original equipment manufacturers (“OEMs”), specialty, and do-it-yourself (“DIY”). The Company operates in three geographic segments: Americas, Europe, and Asia-Pacific, Middle East and Africa (“APMEA”). Each of these segments sells similar products, which consist of the following principal product categories: ● Residential & commercial flow control and protection—includes products and solutions typically sold into plumbing and hot water applications such as backflow preventers, water pressure regulators, temperature and pressure relief valves, thermostatic mixing valves, leak detection and protection products, commercial washroom solutions and emergency safety products and equipment. Many of our flow control and protection products are now smart and connected enabled, warning of leaks, floods and freeze with alerts to Building Management Systems (“BMS”) and/or personal devices giving our customers greater insight into their water management and the ability to shut off the water supply to avoid waste and mitigate damage. ● HVAC & gas—includes commercial high-efficiency boilers, water heaters and custom heat and hot water solutions, hydronic and electric heating systems for under-floor radiant applications, hydronic pump groups for boiler manufacturers and alternative energy control packages, and flexible stainless steel connectors for natural and liquid propane gas in commercial food service and residential applications. Most of our HVAC products and solutions feature advanced controls enabling customers to easily connect to the BMS for better monitoring, control and operation. HVAC is an acronym for heating, ventilation and air conditioning. ● Drainage & water re - use—includes drainage products and engineered rain water harvesting solutions for commercial, industrial, marine and residential applications, including connected roof drain systems. ● Water quality—includes point-of-use and point-of-entry water filtration, monitoring, conditioning and scale prevention systems for commercial, marine and residential applications. The following table disaggregates revenue, which is presented as net sales in the financial statements, for each reportable segment, by distribution channel and principal product category: For the first quarter ended March 31, 2024 (in millions) Distribution Channel Americas Europe APMEA Consolidated Wholesale $ 272.2 $ 84.0 $ 19.0 $ 375.2 OEM 26.0 38.7 1.7 66.4 Specialty 97.5 — 8.1 105.6 DIY 23.1 0.6 — 23.7 Total $ 418.8 $ 123.3 $ 28.8 $ 570.9 For the first quarter ended March 31, 2024 (in millions) Principal Product Category Americas Europe APMEA Consolidated Residential & Commercial Flow Control $ 273.6 $ 47.2 $ 25.1 $ 345.9 HVAC and Gas Products 85.1 52.2 2.8 140.1 Drainage and Water Re-use Products 33.0 22.9 0.6 56.5 Water Quality Products 27.1 1.0 0.3 28.4 Total $ 418.8 $ 123.3 $ 28.8 $ 570.9 For the first quarter ended March 26, 2023 (in millions) Distribution Channel Americas Europe APMEA Consolidated Wholesale $ 188.8 $ 81.1 $ 18.5 $ 288.4 OEM 23.1 46.5 1.7 71.3 Specialty 90.5 — — 90.5 DIY 20.8 0.7 — 21.5 Total $ 323.2 $ 128.3 $ 20.2 $ 471.7 For the first quarter ended March 26, 2023 (in millions) Principal Product Category Americas Europe APMEA Consolidated Residential & Commercial Flow Control $ 194.5 $ 45.5 $ 15.9 $ 255.9 HVAC and Gas Products 78.2 62.3 3.4 143.9 Drainage and Water Re-use Products 22.8 19.6 0.7 43.1 Water Quality Products 27.7 0.9 0.2 28.8 Total $ 323.2 $ 128.3 $ 20.2 $ 471.7 The Company generally considers customer purchase orders, which in some cases are governed by master sales agreements, to represent the contract with a customer. The Company’s contracts with customers are generally for products only and typically do not include other performance obligations such as professional services, extended warranties, or other material rights. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors, including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected not to assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or distribution center, or delivery to the customer’s named location. In determining whether control has transferred, the Company considers if there is a present right to payment, physical possession and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized products without alternative use for its customers. However, as these arrangements do not entitle the Company to a right to payment of cost plus a profit for work completed, the Company has concluded that control transfers at the point in time and not over time. At times, the Company receives orders for products to be delivered over multiple dates that may extend across reporting periods. The Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered, assuming transfer of control has occurred. As scheduled delivery dates are within one year, under the optional exemption as provided for under ASC 606 ( Revenue from Contracts with Customers The Company generally provides an assurance warranty that its products will substantially conform to their published specifications. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial. The Company does not consider activities related to such warranty, if any, to be a separate performance obligation. For certain of its products, the Company will separately sell extended warranty and service policies to its customers. The Company considers the sale of these policies as separate performance obligations. These policies typically are for periods ranging from one The timing of revenue recognition, billings and cash collections from the Company’s contracts with customers can vary based on the payment terms and conditions in the customer contracts. In limited cases, customers will partially prepay for their goods. In addition, there are constraints which cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, cooperative advertising, and market development funds. The Company includes these constraints in the estimated transaction price when there is a basis to reasonably estimate the amount of variable consideration. These estimates are based on historical experience, anticipated future performance and the Company’s best judgment at the time. The Company did not recognize any material revenue from obligations satisfied in prior periods. When the timing of the Company’s recognition of revenue is different from the timing of payments made by the customer, the Company recognizes a contract liability (customer payment precedes performance). For all periods presented, the recognized contract liabilities and the associated revenue deferred are not material to the consolidated financial statements. The Company incurs costs to obtain and fulfill a contract; however, the Company has elected to recognize all incremental costs to obtain a contract as an expense when incurred if the amortization period is one year or less. The Company has elected to treat shipping and handling activities performed after the customer has obtained control of the related goods as a fulfillment cost, and the related cost is accrued for in conjunction with the recording of revenue for the goods. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Acquisitions | |
Acquisitions | 4. Acquisitions Josam Effective January 1, 2024, the Company completed the acquisition of Josam Company following its conversion into Josam Industries, LLC (“Josam”) in a share purchase transaction funded with cash on hand. The aggregate net purchase price was approximately $98.9 million, net of cash acquired of $4.6 million. The final post-closing working capital adjustment is immaterial and will be adjusted in the second quarter of 2024. Josam is based in Michigan City, Indiana, and is a leading provider and manufacturer of drainage and plumbing products, serving commercial, industrial, and multi-family end markets for over 100 years. Josam’s operating results since the date of acquisition are included in the Americas segment. The Company has determined that both the pro-forma and actual results, including Josam’s net sales, net income, and earnings per share, are not material to the Company’s financial results, and therefore has not included these disclosures. The Company accounted for the transaction as a purchased business combination. During the first quarter of 2024, the Company performed the preliminary purchase price allocation for the Josam purchase, with immaterial adjustments expected in the second quarter of 2024 related to the final working capital adjustment, final intangible asset valuations and deferred tax adjustments. The acquisition resulted in the recognition of $34.6 million in goodwill and $39.4 million in intangible assets. The intangible assets acquired consist of customer relationships valued at $33.5 million with estimated lives of 15 years and the trade name valued at $5.9 million with an indefinite life. The goodwill is attributable to the workforce of Josam and the portfolio that will allow Watts to extend its product offerings as a result of the acquisition. For tax purposes, the Company accounted for the transaction as an asset acquisition and therefore the intangibles and goodwill are deductible for tax purposes. The following table summarizes the preliminary value of the assets and liabilities acquired (in millions): Cash $ 4.6 Trade accounts receivable 4.3 Inventories, net 15.4 Prepaid expenses and other current assets 0.5 Property, Plant and Equipment 7.6 Intangible assets 39.4 Goodwill 34.6 Accounts payable (1.5) Accrued expenses and other current liabilities (1.4) Purchase price $ 103.5 Bradley On October 23, 2023, the Company completed the acquisition of Bradley Corporation following its conversion into Bradley Company, LLC (“Bradley”) in a share purchase transaction. The aggregate net purchase price was approximately $301.2 million, net of cash acquired of $9.2 million, and was financed by $210 million of borrowings under the Company’s Second Amended and Restated Credit Agreement with the remainder being funded by cash on hand. The purchase price includes an estimated working capital adjustment of $3.1 million and is subject to a final post-closing working capital adjustment, which is expected to be finalized in the second quarter of 2024. In the first quarter of 2024, the Company paid an additional $1.9 million to settle liabilities acquired in the transaction that were considered part of the total purchase price, resulting in an aggregate net purchase price of approximately $303.1 million, net of cash of $9.2 million. Bradley is based in Menomonee Falls, WI, and is a provider and manufacturer of commercial washroom and emergency safety products serving commercial (primarily institutional) and industrial end markets for over 100 years. Bradley offers a comprehensive product portfolio that includes plumbing fixtures, washroom accessories and emergency safety products to a diverse customer base. Bradley’s complementary portfolio will enable the Company to provide its customers with innovative water solutions, as it adds front-of-the-wall applications to its differentiated back-of-the-wall portfolio. The acquisition of Bradley is intended to align with the Company’s strategy to enhance its product offerings, drive growth and serve its customers. Bradley’s operating results since the date of acquisition are included in the Americas segment. The Company accounted for the transaction as a purchased business combination. During the fourth quarter of 2023, the Company performed the preliminary purchase price allocation for the Bradley purchase, with immaterial adjustments expected related to the final working capital adjustment, final intangible asset valuations and deferred tax adjustments. During the first quarter of 2024, the Company finalized the purchase price allocation with the exception of the final working capital adjustment which is expected in the second quarter of 2024. The changes to the purchase price allocation in the first quarter of 2024 were not material and resulted in the adjusted recognition of $96.9 million in goodwill and $115.3 million in intangible assets. The intangible assets acquired consist of customer relationships valued at $85.3 million with estimated lives of 15 years and the trade name valued at $30.0 million with an indefinite life. The goodwill is attributable to the workforce of Bradley and the strategic platform adjacency that will allow Watts to extend its product offerings as a result of the acquisition. For tax purposes, the Company accounted for the transaction as an asset acquisition and therefore the intangibles and goodwill are deductible for tax purposes. The following table summarizes the preliminary value of the assets and liabilities acquired (in millions): Cash $ 9.2 Trade accounts receivable 23.5 Inventories, net 38.4 Prepaid expenses and other current assets 3.5 Property, Plant and Equipment 47.6 Intangible assets 115.3 Goodwill 96.9 Accounts payable (8.2) Employee benefits, other (5.0) Other current liabilities (8.4) Other noncurrent liabilities (0.5) Purchase price $ 312.3 Supplemental pro-forma information (unaudited) Had the Company completed the acquisition of Bradley at the beginning of 2023, net sales, net income and earnings per share would have been as follows: Three Months Ended March 31, 2024 2023 (Amounts in millions, except per share information) Net Sales $ 570.9 $ 521.6 Net Income $ 75.6 $ 65.3 Net income per share: Basic EPS $ 2.26 $ 1.95 Diluted EPS $ 2.25 $ 1.95 Net income for the first quarter ended March 26, 2023 was adjusted to include $2.0 million of net interest expense related to the financing, $1.1 million of net amortization expense resulting from the estimated allocation of purchase price to amortizable tangible and intangible assets, and $0.4 million of income tax expense to align the effective tax rate. Net income for the first quarters ended March 31, 2024 and March 26, 2023 was also adjusted to exclude $3.0 million and $2.2 million, respectively, of net acquisition-related and purchase accounting charges. The pro-forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of Bradley. Enware On March 31, 2023, the Company completed the acquisition of the primary business assets of Enware Australia Pty Ltd (“Enware”) in an all-cash transaction. Enware is based near Sydney, Australia, and has been a leading supplier for specialty plumbing and safety equipment used in the Australian institutional and commercial end markets since 1937. The acquisition of Enware aligns with the Company’s strategy to expand geographically into countries with mature and enforced plumbing codes. Enware is expected to enhance the Company’s product offering and channel access into the Australian marketplace. The acquisition of Enware was deemed not to be material to the Company’s consolidated financial statements. |
Goodwill & Intangibles
Goodwill & Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill & Intangibles | |
Goodwill & Intangibles | 5. Goodwill & Intangibles The Company operates in three geographic segments: Americas, Europe, and APMEA. The changes in the carrying amount of goodwill by geographic segment are as follows: Gross Balance Accumulated Impairment Losses Foreign Currency Translation Net Goodwill Acquired January 1, Balance During Balance Balance Impairment Balance 2024 - January 1, the March 31, January 1, Loss During March 31, March 31, March 31, 2024 Period 2024 2024 the Period 2024 2024 2024 (in millions) Americas $ 587.1 $ 34.8 $ 621.9 $ (24.5) $ — $ (24.5) $ (0.2) $ 597.2 Europe 239.8 — 239.8 (129.7) — (129.7) (2.4) 107.7 APMEA 33.2 — 33.2 (12.9) — (12.9) (0.9) 19.4 Total $ 860.1 $ 34.8 $ 894.9 $ (167.1) $ — $ (167.1) $ (3.5) $ 724.3 During the first quarter of 2024, the Company completed the acquisition of Josam, resulting in $34.6 million of goodwill, and adjustments to the purchase price allocation of Bradley, resulting in $0.2 million of additional goodwill, both within the Americas region. The final working capital adjustments for the two acquisitions are expected to be completed in the second quarter of 2024. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually or more frequently if events or circumstances indicate that it is “more likely than not” that they might be impaired, such as from a change in business conditions. The Company performs its annual goodwill and indefinite-lived intangible assets impairment assessment in the fourth quarter of each year. At the most recent annual impairment test which occurred in the fourth quarter of 2023, the Company performed qualitative fair value assessments, including an evaluation of certain key assumptions for all of its reporting units with goodwill at the impairment test date. The Company concluded that the fair value of all reporting units tested exceeded their carrying values at that time. Intangible assets include the following: March 31, 2024 December 31, 2023 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (in millions) Patents $ 5.0 $ (5.0) $ — $ 5.0 $ (5.0) $ — Customer relationships 252.0 (89.0) 163.0 218.0 (85.3) 132.7 Technology 53.2 (45.1) 8.1 53.2 (44.2) 9.0 Trade names 20.7 (12.3) 8.4 20.8 (12.3) 8.5 Other 1.1 (0.7) 0.4 1.1 (0.7) 0.4 Total amortizable intangibles 332.0 (152.1) 179.9 298.1 (147.5) 150.6 Indefinite-lived intangible assets 71.0 — 71.0 65.5 — 65.5 $ 403.0 $ (152.1) $ 250.9 $ 363.6 $ (147.5) $ 216.1 In the first quarter of 2024, the Company acquired $39.4 million in intangible assets as part of the Josam acquisition, consisting of customer relationships valued at $33.5 million, with an estimated useful life of 15 years, and an indefinite-lived trade name of $5.9 million. Aggregate amortization expense for amortized intangible assets for the first quarters ended March 31, 2024 and March 26, 2023 was $4.7 million and $3.0 million, respectively. |
Earnings per Share and Stock Re
Earnings per Share and Stock Repurchase Program | 3 Months Ended |
Mar. 31, 2024 | |
Earnings per Share and Stock Repurchase Program | |
Earnings per Share and Stock Repurchase Program | 6. Earnings per Share and Stock Repurchase Program The following table sets forth the reconciliation of the calculation of earnings per share: For the First Quarter Ended March 31, 2024 For the First Quarter Ended March 26, 2023 Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Amounts in millions, except per share information) Basic EPS: Net income $ 72.6 33.4 $ 2.17 $ 64.7 33.4 $ 1.94 Effect of dilutive securities: Common stock equivalents 0.1 — 0.1 (0.01) Diluted EPS: Net income $ 72.6 33.5 $ 2.17 $ 64.7 33.5 $ 1.93 There were no options to purchase Class A common stock outstanding during the first quarters ended March 31, 2024 or March 26, 2023 that would have been anti-dilutive. On February 6, 2019, the Company’s Board of Directors authorized the repurchase of up to $150 million of the Company’s Class A common stock, to be purchased from time to time on the open market or in privately negotiated transactions. On July 31, 2023, the Board of Directors authorized a new stock repurchase program of up to $150 million of the Company’s Class A common stock to be purchased from time to time on the open market or in privately negotiated transactions. The Company has entered into a Rule 10b5-1 plan which permits shares to be repurchased under both stock repurchase programs when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase programs may be suspended or discontinued at any time, subject to the terms of the Rule 10b5-1 plan the Company entered into with respect to the repurchase programs. As of March 31, 2024, there was approximately $8.0 million remaining authorized for share repurchases under the 2019 repurchase program. The Company had not made any share repurchases under the 2023 repurchase program as of March 31, 2024. For the first quarters ended March 31, 2024 and March 26, 2023, the Company repurchased 19,750 shares for $4.0 million and 22,473 shares for $3.7 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Stock-Based Compensation | 7. Stock-Based Compensation The Company granted 41,862 and 41,096 units of deferred stock awards during the first quarters of 2024 and 2023, respectively. The Company grants shares of deferred stock awards to key employees and stock awards to non-employee members of the Company’s Board of Directors under the Third Amended and Restated 2004 Stock Incentive Plan (“2004 Stock Incentive Plan”). Deferred stock awards to employees typically vest over a three-year period, and stock awards to non-employee members of the Company’s Board of Directors vest immediately. The Company also grants performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a performance period set by the Compensation Committee of the Board of Directors at the time of grant, which is currently three years. Upon vesting, the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient will be determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. The recipient of a performance stock unit award may earn from zero shares to twice Under the Management Stock Purchase Plan (“MSPP”), the Company granted 20,076 and 26,645 restricted stock units (“RSUs”) during the first quarters of 2024 and 2023, respectively. The MSPP allows for the granting of RSUs to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Participating employees may use up to 50% of their annual incentive bonus to purchase RSUs for a purchase price equal to 80% of the fair market value of the Company’s Class A common stock as of the date of grant. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date. Receipt of the shares underlying RSUs is deferred for a minimum of three years, or such greater number of years from the date of the grant as is chosen by the employee. The fair value of the discount of each purchased RSU is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions: 2024 2023 Expected life (years) 3.0 3.0 Expected stock price volatility 28.9 % 33.7 % Expected dividend yield 0.80 % 0.80 % Risk-free interest rate 4.5 % 4.1 % The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company’s best estimate of the expected future dividend yield. The above assumptions were used to determine the weighted average grant-date fair value of the discount on RSUs granted in 2024 and 2023 of $68.94 and $57.50, respectively. A more detailed description of each of these plans can be found in Note 14 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information | |
Segment Information | 8. Segment Information The Company operates in three geographic segments: Americas, Europe, and APMEA. Each of these segments sells similar products and has separate financial results that are reviewed by the Company’s chief operating decision-maker. Each segment earns revenue and income almost exclusively from the sale of the Company’s products. The Company sells its products into various end markets around the world, with sales by region based upon location of the entity recording the sale. See Note 3 for further detail on the product lines sold into by region. All intercompany sales transactions have been eliminated. The accounting policies for each segment are the same as those described in Note 2 above and in Note 2 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The following is a summary of the Company’s significant accounts and balances by segment, reconciled to its consolidated totals: First Quarter Ended March 31, March 26, 2024 2023 (in millions) Net sales Americas $ 418.8 $ 323.2 Europe 123.3 128.3 APMEA 28.8 20.2 Consolidated net sales $ 570.9 $ 471.7 Operating income (loss) Americas $ 85.4 $ 72.5 Europe 20.5 19.2 APMEA 5.0 4.0 Subtotal reportable segments 110.9 95.7 Corporate(*) (14.2) (11.0) Consolidated operating income 96.7 84.7 Interest income (2.1) (0.4) Interest expense 4.2 1.5 Other (income) expense, net (0.6) 0.1 Income before income taxes $ 95.2 $ 83.5 Capital expenditures Americas $ 7.4 $ 3.2 Europe 2.4 1.8 APMEA 0.3 0.1 Consolidated capital expenditures $ 10.1 $ 5.1 Depreciation and amortization Americas $ 10.4 $ 7.1 Europe 2.3 2.4 APMEA 0.6 0.5 Consolidated depreciation and amortization $ 13.3 $ 10.0 March 31, December 31, 2024 2023 (in millions) Identifiable assets (at end of period) Americas $ 1,610.4 $ 1,605.7 Europe 585.3 569.1 APMEA 136.7 134.6 Consolidated identifiable assets $ 2,332.4 $ 2,309.4 Property, plant and equipment, net (at end of period) Americas $ 182.3 $ 174.0 Europe 68.5 69.9 APMEA 4.2 4.3 Consolidated property, plant and equipment, net $ 255.0 $ 248.2 * Corporate expenses are primarily for administrative compensation expense, compliance costs, professional fees, including corporate-related legal and audit expenses, shareholder services and benefit administration costs. The above operating segments are presented on a basis consistent with the presentation included in the Company’s December 31, 2023 consolidated financial statements included in its Annual Report on Form 10-K. The property, plant and equipment, net, in the U.S. of the Company’s Americas segment was $169.5 million and $161.5 million as of March 31, 2024 and December 31, 2023, respectively. The following includes U.S. net sales of the Company’s Americas segment: March 31, March 26, 2024 2023 (in millions) U.S. net sales $ 392.6 $ 304.3 The following includes intersegment sales for Americas, Europe and APMEA: First Quarter Ended March 31, March 26, 2024 2023 (in millions) Intersegment Sales Americas $ 2.6 $ 2.0 Europe 5.8 5.6 APMEA 21.4 22.1 Intersegment sales $ 29.8 $ 29.7 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2024 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | 9. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of the following: Accumulated Foreign Other Currency Pension Cash Flow Comprehensive Translation Adjustment Hedges (1) Loss (in millions) Balance December 31, 2023 $ (147.3) $ 0.7 $ 3.2 $ (143.4) Change in period (12.9) — 1.4 (11.5) Balance March 31, 2024 $ (160.2) $ 0.7 $ 4.6 $ (154.9) Balance December 31, 2022 $ (157.0) $ — $ 7.1 $ (149.9) Change in period 4.4 — (1.7) 2.7 Balance March 26, 2023 $ (152.6) $ — $ 5.4 $ (147.2) (1) Cash flow hedges include interest rate swaps and designated foreign currency hedges. See Note 11 for further details. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Debt | 10. Debt On March 30, 2021, the Company and certain of its subsidiaries entered into the Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment no. 1 dated August 2, 2022, Amendment no. 2 dated December 12, 2023 and as may be further amended, restated, amended and restated, modified or supplemented from time to time (the “Credit Agreement”). The Credit Agreement establishes a senior unsecured revolving credit facility of $800 million (the "Revolving Credit Facility"). The maturity date of the Revolving Credit Facility is March 30, 2026, subject to extension under certain circumstances and subject to the terms of the Credit Agreement. The Credit Agreement provides for a maximum consolidated leverage ratio of 3.50 to 1.00 (or 4.00 to 1.00 during temporary step-ups following certain acquisitions) and the minimum consolidated interest ratio of 3.50 to 1.00. The Revolving Credit Facility also includes sub-limits of $100 million for letters of credit and $15 million for swing line loans. As of March 31, 2024, the Company had drawn down $285.0 million on this line of credit and had $12.5 million in letters of credit outstanding, which resulted in $502.5 million of unused and available credit under the Revolving Credit Facility as of such date. Borrowings outstanding bear interest at a fluctuating rate per annum equal to an applicable percentage defined as (i) in the case of Term Benchmark loans, the Term Benchmark rate plus an applicable percentage, ranging from 1.075% to 1.325%, or (ii) in the case of alternate base rate loans and swing line loans, interest (which at all times will not be less than 1.00%) at the greatest of (a) the Prime Rate in effect on such day, (b) the FRBNY Rate in effect on such day plus 0.50% and (c) the Term Benchmark rate plus 1.00% for a one-month interest period, in each case, determined by reference to the Company’s consolidated leverage ratio. For the borrowings denominated in dollars, there is a fixed 10 basis point adjustment if the reference rate is Term SOFR. The weighted average interest rate on debt outstanding under the Revolving Credit Facility as of March 31, 2024 was 6.50%. The weighted average interest rate on debt outstanding inclusive of the interest rate swaps discussed in Note 11 of the Notes to Consolidated Financial Statements and interest rates under the Revolving Credit Facility as of March 31, 2024 was 4.79%. In addition to paying interest under the Credit Agreement, the Company is also required to pay certain fees in connection with the Revolving Credit Facility, including, but not limited to, an unused facility fee and letter of credit fees. The Company may repay loans outstanding under the Credit Agreement from time to time without premium or penalty, other than customary breakage costs, if any, and subject to the terms of the Credit Agreement. As of March 31, 2024, the Company was in compliance with all covenants related to the Credit Agreement. The Credit Agreement imposes various restrictions on the Company and its subsidiaries, including restrictions pertaining to: (i) the incurrence of additional indebtedness, (ii) limitations on liens, (iii) making distributions, dividends and other payments, (iv) mergers, consolidations and acquisitions, (v) dispositions of assets, (vi) certain consolidated leverage ratios and consolidated interest coverage ratios, (vii) transactions with affiliates, (viii) changes to governing documents, and (ix) changes in control. The Company maintains letters of credit that guarantee its performance or payment to third parties in accordance with specified terms and conditions. The Company’s letters of credit are primarily associated with insurance coverage. The Company’s letters of credit generally expire within one year of issuance. These instruments may exist or expire without being drawn down. Therefore, they do not necessarily represent future cash flow obligations. |
Financial Instruments and Deriv
Financial Instruments and Derivative Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments and Derivative Instruments | |
Financial Instruments and Derivative Instruments | 11. Financial Instruments and Derivative Instruments Fair Value The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. The fair value of the Company’s variable rate debt under the Revolving Credit Facility approximates its carrying value. Financial Instruments The Company measures certain financial assets and liabilities at fair value on a recurring basis, including deferred compensation plan assets and related liabilities, contingent consideration and derivatives. The fair values of these financial assets and liabilities were determined using the following inputs as of March 31, 2024 and December 31, 2023: Fair Value Measurement at March 31, 2024 Using: Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in millions) Assets Plan asset for deferred compensation(1) $ 2.5 $ 2.5 $ — $ — Interest rate swap(2) $ 6.9 $ — $ 6.9 $ — Designated foreign currency hedges(3) $ 0.1 $ — $ 0.1 $ — Total assets $ 9.5 $ 2.5 $ 7.0 $ — Liabilities Plan liability for deferred compensation(4) $ 2.5 $ 2.5 $ — $ — Interest rate swap(5) $ 0.8 $ — $ 0.8 $ — Total liabilities $ 3.3 $ 2.5 $ 0.8 $ — Fair Value Measurements at December 31, 2023 Using: Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in millions) Assets Plan asset for deferred compensation(1) $ 2.3 $ 2.3 $ — $ — Interest rate swap(2) $ 6.5 $ — $ 6.5 $ — Total assets $ 8.8 $ 2.3 $ 6.5 $ — Liabilities Plan liability for deferred compensation(4) $ 2.3 $ 2.3 $ — $ — Interest rate swap(5) $ 2.0 $ — $ 2.0 $ — Designated foreign currency hedges(6) $ 0.2 $ — $ 0.2 $ — Total liabilities $ 4.5 $ 2.3 $ 2.2 $ — (1) Included on the Company’s consolidated balance sheet in other assets (other, net). (2) As of March 31, 2024, $3.8 million classified in prepaid expenses and other current assets on the Company’s consolidated balance sheet and $3.1 million classified in other assets (other, net). As of December 31, 2023, $3.5 million classified in prepaid expenses and other current assets on the Company’s consolidated balance sheet and $3.0 million classified in other assets (other, net). (3) Included on the Company’s consolidated balance sheet in prepaid expenses and other current assets. (4) (5) (6) Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of money market funds, for which the carrying amount is a reasonable estimate of fair value. The Company uses financial instruments from time to time to enhance its ability to manage risk, including foreign currency and commodity pricing exposures, which exist as part of its ongoing business operations. The use of derivatives exposes the Company to counterparty credit risk for nonperformance and to market risk related to changes in currency exchange rates and commodity prices. The Company manages its exposure to counterparty credit risk through diversification of counterparties. The Company’s counterparties in derivative transactions are substantial commercial banks with significant experience using such derivative instruments. The impact of market risk on the fair value and cash flows of the Company’s derivative instruments is monitored and the Company restricts the use of derivative financial instruments to hedging activities. The Company does not enter into contracts for trading purposes nor does the Company enter into any contracts for speculative purposes. The use of derivative instruments is approved by senior management under written guidelines. Interest Rate Swaps On March 30, 2021, the Company entered into the Credit Agreement which extended the maturity date of the $800 million senior unsecured revolving credit facility from February 12, 2022 to March 30, 2026. On August 2, 2022, the Company entered into Amendment No. 1 to the Credit Agreement to replace the LIBOR as a reference rate for borrowings with Term SOFR and to provide for a fixed adjustment of 10 basis points added to Term SOFR for all Term SOFR borrowings, subject to a 0.00% floor. Borrowings outstanding under the Revolving Credit Facility bear interest at a fluctuating rate per annum as further detailed in Note 10. In order to manage the Company’s exposure to changes in cash flows attributable to fluctuations in interest payments related to the Company’s floating rate debt, the Company entered into an interest rate swap on March 30, 2021. Under the interest rate swap agreement, the Company received the one-month USD-LIBOR subject to a 0.00% floor and paid a fixed rate of 1.02975% on a notional amount of $100.0 million. On August 2, 2022, the Company amended the interest rate swap to replace LIBOR as a reference rate for borrowings with Term SOFR. Under the amended interest rate swap agreement, the Company receives the one-month Term SOFR subject to a -0.1 floor and pays a fixed rate of 0.942% on a notional amount of $100.0 million. The Company elected the optional expedient in connection with amending its interest rate swap to replace the reference rate from LIBOR to Term SOFR to consider the amendment as a continuation of the existing contract without having to perform an assessment that would otherwise be required under U.S. GAAP. The Company entered into an additional interest rate swap on October 23, 2023, as part of the acquisition of Bradley. Under the interest rate swap agreement, the Company receives the one-month Term SOFR subject to a -0.1% floor and pays a fixed rate of 4.844% on a notional amount of $100.0 million. Both swaps mature on March 30, 2026. The Company formally documents the hedge relationships at hedge inception to ensure that its interest rate swaps qualify for hedge accounting. On a quarterly basis, the Company assesses whether the interest rate swap is highly effective in offsetting changes in the cash flow of the hedged item. The Company does not hold or issue interest rate swaps for trading purposes. The swaps are designated as cash flow hedges. For the first quarter ended March 31, 2024, a net gain of $1.2 million was recorded in Accumulated Other Comprehensive Loss to recognize the effective portion of the fair value of the interest rate swap that qualifies as a cash flow hedge. Designated Foreign Currency Hedges The Company’s foreign subsidiaries transact most business, including certain intercompany transactions, in foreign currencies. Such transactions are principally purchases or sales of materials. The Company has exposure to a number of foreign currencies, including the Canadian dollar, the euro, and the Chinese yuan. The Company uses a layering methodology, whereby at the end of each quarter, the Company enters into forward exchange contracts hedging Canadian dollar to U.S. dollar, which hedge up to 85% of the forecasted intercompany purchase transactions between one of the Company’s Canadian subsidiaries and the Company’s U.S. operating subsidiaries for the next twelve months. As of March 31, 2024, all designated foreign exchange hedge contracts were cash flow hedges under ASC 815, Derivatives and Hedging The notional amounts outstanding as of March 31, 2024 for the Canadian dollar to U.S. dollar contracts was $15.5 million. The fair value of the Company’s designated foreign hedge contracts outstanding as of March 31, 2024 was an asset of $0.1 million. As of March 31, 2024, the amount expected to be reclassified into cost of goods sold from other comprehensive income in the next twelve months is a gain of less than $0.1 million. |
Contingencies and Environmental
Contingencies and Environmental Remediation | 3 Months Ended |
Mar. 31, 2024 | |
Contingencies and Environmental Remediation | |
Contingencies and Environmental Remediation | 12. Contingencies and Environmental Remediation In the ordinary course of business, the Company is involved in disputes, litigation, and governmental or regulatory inquiries and investigations, both pending and threatened, including those involving product liability, environmental matters, and commercial disputes. Other than the items described below, significant commitments and contingencies at March 31, 2024 are consistent with those discussed in Note 16 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. As of March 31, 2024, the Company estimates that the aggregate amount of reasonably possible loss in excess of the amount accrued for its contingencies is approximately $4.6 million. With respect to the estimate of reasonably possible loss, management has estimated the upper end of the range of reasonably possible loss based on (i) the amount of money damages claimed, where applicable, (ii) the allegations and factual development to date, (iii) available defenses based on the allegations, and/or (iv) other potentially liable parties. This estimate is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimate will change from time to time, and actual results may vary significantly from the current estimate. In the event of an unfavorable outcome in one or more of the matters, the ultimate liability may be in excess of amounts currently accrued, if any, and may be material to the Company’s operating results or cash flows for a particular quarterly or annual period. However, based on information currently known to it, management believes that the ultimate outcome of all matters, as they are resolved over time, is not likely to have a material adverse effect on the financial condition of the Company. Chemetco, Inc. Superfund Site, Hartford, Illinois In August 2017, Watts Regulator Co. (a wholly-owned subsidiary of the Company) received a “Notice of Environmental Liability” from the Chemetco Site Group (“Group”) alleging that it is a PRP for the Chemetco, Inc. Superfund Site in Hartford, Illinois (the “Site”) because it arranged for the disposal or treatment of hazardous substances that were contained in materials sent to the Site and that resulted in the release or threat of release of hazardous substances at the Site. The letter offered Watts Regulator Co. the opportunity to join the Group and participate in the Remedial Investigation and Feasibility Study (“RI/FS”) for a portion of the Site. Watts Regulator Co. joined the Group in September 2017 and was added in March 2018 as a signatory to the Administrative Settlement Agreement and Order on Consent with the United States Environmental Protection Agency (“USEPA”) and the Illinois Environmental Protection Agency (“IEPA”) governing completion of the RI/FS. The Remedial Investigation report has been completed for the first portion of the site. For that same portion of the site, the draft Feasibility Study (“FS”) report was submitted to USEPA and IEPA for review and comment in September 2021. USEPA and IEPA both issued comments on the draft FS. The Group provided responses to the Agency comments on December 1, 2023. The deadline for submission of the revised FS report has been deferred with USEPA’s consent until all Agency comments are resolved. Comments and final approval from the EPA are required to complete the FS process. Based on information currently known to it, management believes that Watts Regulator Co.’s share of the costs of the RI/FS is not likely to have a material adverse effect on the financial condition of the Company, or have a material adverse effect on the Company’s operating results for any particular period. The Company is unable to estimate a range of reasonably possible loss for the above matter in which damages have not been specified because: (i) the FS process for the first portion of the Site has not been completed, and the RI/FS process for the remainder of the Site has not yet been initiated, to determine what remediation plans will be implemented and the costs of such plans; (ii) the total amount of material sent to the Site, and the total number of PRPs who may or may not agree to fund or perform any remediation, have not been determined; (iii) the share contribution for PRPs to any remediation has not been determined; and (iv) the number of years required to implement a remediation plan acceptable to USEPA and IEPA is uncertain. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events On May 7, 2024, the Company declared a quarterly dividend of forty-three cents ($0.43) per share on each outstanding share of Class A common stock and Class B common stock payable on June 14, 2024 to stockholders of record on May 31, 2024. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies | |
Shipping and Handling | Shipping and Handling Shipping and handling costs included in selling, general and administrative expenses amounted to $21.8 million and $16.6 million for the first quarters of 2024 and 2023, respectively. |
Research and Development | Research and Development Research and development costs included in selling, general and administrative expenses amounted to $18.5 million and $16.1 million for the first quarters of 2024 and 2023, respectively. |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the Watts Water Technologies, Inc. (the “Company”) Consolidated Balance Sheet as of March 31, 2024, the Consolidated Statements of Operations for the First Quarters ended March 31, 2024 and March 26, 2023, the Consolidated Statements of Comprehensive Income for the First Quarters ended March 31, 2024 and March 26, 2023, the Consolidated Statements of Stockholders’ Equity for the First Quarters ended March 31, 2024 and March 26, 2023, and the Consolidated Statements of Cash Flows for the First Quarters ended March 31, 2024 and March 26, 2023. The consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements at that date. The accounting policies followed by the Company are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The financial statements included in this report should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024. The Company operates on a 52 13 |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We are not aware of any specific event or circumstance that would require updates to the Company’s estimates or judgments or require the Company to revise the carrying value of the Company’s assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ from those estimates. |
Accounting Standard Updates | Accounting Standard Updates In March 2024, the Securities and Exchange Commission (“SEC”) adopted climate-related reporting rules, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “SEC Climate Reporting Rules”), which require the disclosure of material Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics in annual reports and registration statements. For large accelerated filers, disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025. The Company is currently evaluating the impact these rules will have on the Company’s consolidated financial statements and related disclosures. In April 2024, the SEC voluntarily stayed the implementation of the final rules. In the stay order, the SEC noted it intends to vigorously defend the validity of the final rules. monitoring the outcome of the voluntary stay. In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the Company’s financial statement disclosures. In November 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on the Company’s financial statement disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | For the first quarter ended March 31, 2024 (in millions) Distribution Channel Americas Europe APMEA Consolidated Wholesale $ 272.2 $ 84.0 $ 19.0 $ 375.2 OEM 26.0 38.7 1.7 66.4 Specialty 97.5 — 8.1 105.6 DIY 23.1 0.6 — 23.7 Total $ 418.8 $ 123.3 $ 28.8 $ 570.9 For the first quarter ended March 31, 2024 (in millions) Principal Product Category Americas Europe APMEA Consolidated Residential & Commercial Flow Control $ 273.6 $ 47.2 $ 25.1 $ 345.9 HVAC and Gas Products 85.1 52.2 2.8 140.1 Drainage and Water Re-use Products 33.0 22.9 0.6 56.5 Water Quality Products 27.1 1.0 0.3 28.4 Total $ 418.8 $ 123.3 $ 28.8 $ 570.9 For the first quarter ended March 26, 2023 (in millions) Distribution Channel Americas Europe APMEA Consolidated Wholesale $ 188.8 $ 81.1 $ 18.5 $ 288.4 OEM 23.1 46.5 1.7 71.3 Specialty 90.5 — — 90.5 DIY 20.8 0.7 — 21.5 Total $ 323.2 $ 128.3 $ 20.2 $ 471.7 For the first quarter ended March 26, 2023 (in millions) Principal Product Category Americas Europe APMEA Consolidated Residential & Commercial Flow Control $ 194.5 $ 45.5 $ 15.9 $ 255.9 HVAC and Gas Products 78.2 62.3 3.4 143.9 Drainage and Water Re-use Products 22.8 19.6 0.7 43.1 Water Quality Products 27.7 0.9 0.2 28.8 Total $ 323.2 $ 128.3 $ 20.2 $ 471.7 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental pro-forma information | Three Months Ended March 31, 2024 2023 (Amounts in millions, except per share information) Net Sales $ 570.9 $ 521.6 Net Income $ 75.6 $ 65.3 Net income per share: Basic EPS $ 2.26 $ 1.95 Diluted EPS $ 2.25 $ 1.95 |
Josam Industries, LLC | |
Summary of the value of assets and liabilities acquired | The following table summarizes the preliminary value of the assets and liabilities acquired (in millions): Cash $ 4.6 Trade accounts receivable 4.3 Inventories, net 15.4 Prepaid expenses and other current assets 0.5 Property, Plant and Equipment 7.6 Intangible assets 39.4 Goodwill 34.6 Accounts payable (1.5) Accrued expenses and other current liabilities (1.4) Purchase price $ 103.5 |
Bradley | |
Summary of the value of assets and liabilities acquired | The following table summarizes the preliminary value of the assets and liabilities acquired (in millions): Cash $ 9.2 Trade accounts receivable 23.5 Inventories, net 38.4 Prepaid expenses and other current assets 3.5 Property, Plant and Equipment 47.6 Intangible assets 115.3 Goodwill 96.9 Accounts payable (8.2) Employee benefits, other (5.0) Other current liabilities (8.4) Other noncurrent liabilities (0.5) Purchase price $ 312.3 |
Goodwill & Intangibles (Tables)
Goodwill & Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill & Intangibles | |
Changes in the carrying amount of goodwill by geographic segment | Gross Balance Accumulated Impairment Losses Foreign Currency Translation Net Goodwill Acquired January 1, Balance During Balance Balance Impairment Balance 2024 - January 1, the March 31, January 1, Loss During March 31, March 31, March 31, 2024 Period 2024 2024 the Period 2024 2024 2024 (in millions) Americas $ 587.1 $ 34.8 $ 621.9 $ (24.5) $ — $ (24.5) $ (0.2) $ 597.2 Europe 239.8 — 239.8 (129.7) — (129.7) (2.4) 107.7 APMEA 33.2 — 33.2 (12.9) — (12.9) (0.9) 19.4 Total $ 860.1 $ 34.8 $ 894.9 $ (167.1) $ — $ (167.1) $ (3.5) $ 724.3 |
Schedule of Intangible assets | March 31, 2024 December 31, 2023 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount (in millions) Patents $ 5.0 $ (5.0) $ — $ 5.0 $ (5.0) $ — Customer relationships 252.0 (89.0) 163.0 218.0 (85.3) 132.7 Technology 53.2 (45.1) 8.1 53.2 (44.2) 9.0 Trade names 20.7 (12.3) 8.4 20.8 (12.3) 8.5 Other 1.1 (0.7) 0.4 1.1 (0.7) 0.4 Total amortizable intangibles 332.0 (152.1) 179.9 298.1 (147.5) 150.6 Indefinite-lived intangible assets 71.0 — 71.0 65.5 — 65.5 $ 403.0 $ (152.1) $ 250.9 $ 363.6 $ (147.5) $ 216.1 |
Earnings per Share and Stock _2
Earnings per Share and Stock Repurchase Program (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings per Share and Stock Repurchase Program | |
Summary of reconciliation of the calculation of earnings per share | For the First Quarter Ended March 31, 2024 For the First Quarter Ended March 26, 2023 Income Shares Per Share Income Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Amounts in millions, except per share information) Basic EPS: Net income $ 72.6 33.4 $ 2.17 $ 64.7 33.4 $ 1.94 Effect of dilutive securities: Common stock equivalents 0.1 — 0.1 (0.01) Diluted EPS: Net income $ 72.6 33.5 $ 2.17 $ 64.7 33.5 $ 1.93 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Schedule of stock-based compensation fair value assumptions | 2024 2023 Expected life (years) 3.0 3.0 Expected stock price volatility 28.9 % 33.7 % Expected dividend yield 0.80 % 0.80 % Risk-free interest rate 4.5 % 4.1 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Information | |
Summary of the Company's significant accounts and balances by segment, reconciled to the consolidated totals | First Quarter Ended March 31, March 26, 2024 2023 (in millions) Net sales Americas $ 418.8 $ 323.2 Europe 123.3 128.3 APMEA 28.8 20.2 Consolidated net sales $ 570.9 $ 471.7 Operating income (loss) Americas $ 85.4 $ 72.5 Europe 20.5 19.2 APMEA 5.0 4.0 Subtotal reportable segments 110.9 95.7 Corporate(*) (14.2) (11.0) Consolidated operating income 96.7 84.7 Interest income (2.1) (0.4) Interest expense 4.2 1.5 Other (income) expense, net (0.6) 0.1 Income before income taxes $ 95.2 $ 83.5 Capital expenditures Americas $ 7.4 $ 3.2 Europe 2.4 1.8 APMEA 0.3 0.1 Consolidated capital expenditures $ 10.1 $ 5.1 Depreciation and amortization Americas $ 10.4 $ 7.1 Europe 2.3 2.4 APMEA 0.6 0.5 Consolidated depreciation and amortization $ 13.3 $ 10.0 March 31, December 31, 2024 2023 (in millions) Identifiable assets (at end of period) Americas $ 1,610.4 $ 1,605.7 Europe 585.3 569.1 APMEA 136.7 134.6 Consolidated identifiable assets $ 2,332.4 $ 2,309.4 Property, plant and equipment, net (at end of period) Americas $ 182.3 $ 174.0 Europe 68.5 69.9 APMEA 4.2 4.3 Consolidated property, plant and equipment, net $ 255.0 $ 248.2 * Corporate expenses are primarily for administrative compensation expense, compliance costs, professional fees, including corporate-related legal and audit expenses, shareholder services and benefit administration costs. |
Schedule of U.S. net sales of the Company's Americas segment | March 31, March 26, 2024 2023 (in millions) U.S. net sales $ 392.6 $ 304.3 |
Schedule of intersegment sales for Americas, EMEA and Asia-Pacific | First Quarter Ended March 31, March 26, 2024 2023 (in millions) Intersegment Sales Americas $ 2.6 $ 2.0 Europe 5.8 5.6 APMEA 21.4 22.1 Intersegment sales $ 29.8 $ 29.7 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accumulated Other Comprehensive Loss | |
Schedule of amounts recognized in accumulated other comprehensive income (loss) | Accumulated Foreign Other Currency Pension Cash Flow Comprehensive Translation Adjustment Hedges (1) Loss (in millions) Balance December 31, 2023 $ (147.3) $ 0.7 $ 3.2 $ (143.4) Change in period (12.9) — 1.4 (11.5) Balance March 31, 2024 $ (160.2) $ 0.7 $ 4.6 $ (154.9) Balance December 31, 2022 $ (157.0) $ — $ 7.1 $ (149.9) Change in period 4.4 — (1.7) 2.7 Balance March 26, 2023 $ (152.6) $ — $ 5.4 $ (147.2) (1) Cash flow hedges include interest rate swaps and designated foreign currency hedges. See Note 11 for further details. |
Financial Instruments and Der_2
Financial Instruments and Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments and Derivative Instruments | |
Schedule of fair value of financial assets and liabilities | Fair Value Measurement at March 31, 2024 Using: Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in millions) Assets Plan asset for deferred compensation(1) $ 2.5 $ 2.5 $ — $ — Interest rate swap(2) $ 6.9 $ — $ 6.9 $ — Designated foreign currency hedges(3) $ 0.1 $ — $ 0.1 $ — Total assets $ 9.5 $ 2.5 $ 7.0 $ — Liabilities Plan liability for deferred compensation(4) $ 2.5 $ 2.5 $ — $ — Interest rate swap(5) $ 0.8 $ — $ 0.8 $ — Total liabilities $ 3.3 $ 2.5 $ 0.8 $ — Fair Value Measurements at December 31, 2023 Using: Quoted Prices in Active Significant Other Significant Markets for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in millions) Assets Plan asset for deferred compensation(1) $ 2.3 $ 2.3 $ — $ — Interest rate swap(2) $ 6.5 $ — $ 6.5 $ — Total assets $ 8.8 $ 2.3 $ 6.5 $ — Liabilities Plan liability for deferred compensation(4) $ 2.3 $ 2.3 $ — $ — Interest rate swap(5) $ 2.0 $ — $ 2.0 $ — Designated foreign currency hedges(6) $ 0.2 $ — $ 0.2 $ — Total liabilities $ 4.5 $ 2.3 $ 2.2 $ — (1) Included on the Company’s consolidated balance sheet in other assets (other, net). (2) As of March 31, 2024, $3.8 million classified in prepaid expenses and other current assets on the Company’s consolidated balance sheet and $3.1 million classified in other assets (other, net). As of December 31, 2023, $3.5 million classified in prepaid expenses and other current assets on the Company’s consolidated balance sheet and $3.0 million classified in other assets (other, net). (3) Included on the Company’s consolidated balance sheet in prepaid expenses and other current assets. (4) (5) (6) |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | |
Length of fiscal year | 365 days |
Length of fiscal quarter | 91 days |
Accounting Policies - Shipping
Accounting Policies - Shipping and Handling, and Research and Development (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Shipping and Handling | ||
Shipping and handling | $ 21,800,000 | $ 16,600,000 |
Research and Development | ||
Research and development costs included in selling, general, and administrative expense | $ 18,500,000 | $ 16,100,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment item | Mar. 26, 2023 USD ($) | |
Disaggregation of Revenue | ||
Number of distribution channels | item | 4 | |
Number of geographic segments | segment | 3 | |
Revenue | $ 570.9 | $ 471.7 |
Minimum | ||
Disaggregation of Revenue | ||
Period of Business Operations | 150 years | |
Wholesale | ||
Disaggregation of Revenue | ||
Revenue | $ 375.2 | 288.4 |
OEM | ||
Disaggregation of Revenue | ||
Revenue | 66.4 | 71.3 |
Specialty | ||
Disaggregation of Revenue | ||
Revenue | 105.6 | 90.5 |
DIY | ||
Disaggregation of Revenue | ||
Revenue | 23.7 | 21.5 |
Residential & commercial flow control | ||
Disaggregation of Revenue | ||
Revenue | 345.9 | 255.9 |
HVAC & gas | ||
Disaggregation of Revenue | ||
Revenue | 140.1 | 143.9 |
Drains & water re-use | ||
Disaggregation of Revenue | ||
Revenue | 56.5 | 43.1 |
Water quality | ||
Disaggregation of Revenue | ||
Revenue | 28.4 | 28.8 |
Americas | ||
Disaggregation of Revenue | ||
Revenue | 418.8 | 323.2 |
Americas | Wholesale | ||
Disaggregation of Revenue | ||
Revenue | 272.2 | 188.8 |
Americas | OEM | ||
Disaggregation of Revenue | ||
Revenue | 26 | 23.1 |
Americas | Specialty | ||
Disaggregation of Revenue | ||
Revenue | 97.5 | 90.5 |
Americas | DIY | ||
Disaggregation of Revenue | ||
Revenue | 23.1 | 20.8 |
Americas | Residential & commercial flow control | ||
Disaggregation of Revenue | ||
Revenue | 273.6 | 194.5 |
Americas | HVAC & gas | ||
Disaggregation of Revenue | ||
Revenue | 85.1 | 78.2 |
Americas | Drains & water re-use | ||
Disaggregation of Revenue | ||
Revenue | 33 | 22.8 |
Americas | Water quality | ||
Disaggregation of Revenue | ||
Revenue | 27.1 | 27.7 |
Europe | ||
Disaggregation of Revenue | ||
Revenue | 123.3 | 128.3 |
Europe | Wholesale | ||
Disaggregation of Revenue | ||
Revenue | 84 | 81.1 |
Europe | OEM | ||
Disaggregation of Revenue | ||
Revenue | 38.7 | 46.5 |
Europe | DIY | ||
Disaggregation of Revenue | ||
Revenue | 0.6 | 0.7 |
Europe | Residential & commercial flow control | ||
Disaggregation of Revenue | ||
Revenue | 47.2 | 45.5 |
Europe | HVAC & gas | ||
Disaggregation of Revenue | ||
Revenue | 52.2 | 62.3 |
Europe | Drains & water re-use | ||
Disaggregation of Revenue | ||
Revenue | 22.9 | 19.6 |
Europe | Water quality | ||
Disaggregation of Revenue | ||
Revenue | 1 | 0.9 |
APMEA | ||
Disaggregation of Revenue | ||
Revenue | 28.8 | 20.2 |
APMEA | Wholesale | ||
Disaggregation of Revenue | ||
Revenue | 19 | 18.5 |
APMEA | OEM | ||
Disaggregation of Revenue | ||
Revenue | 1.7 | 1.7 |
APMEA | Specialty | ||
Disaggregation of Revenue | ||
Revenue | 8.1 | |
APMEA | Residential & commercial flow control | ||
Disaggregation of Revenue | ||
Revenue | 25.1 | 15.9 |
APMEA | HVAC & gas | ||
Disaggregation of Revenue | ||
Revenue | 2.8 | 3.4 |
APMEA | Drains & water re-use | ||
Disaggregation of Revenue | ||
Revenue | 0.6 | 0.7 |
APMEA | Water quality | ||
Disaggregation of Revenue | ||
Revenue | $ 0.3 | $ 0.2 |
Revenue Recognition - Performan
Revenue Recognition - Performance obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Mar. 31, 2024 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jan. 01, 2024 | Oct. 23, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Acquisition | ||||
Aggregate net purchase price | $ 100.8 | |||
Goodwill | 724.3 | $ 693 | ||
Bradley | ||||
Acquisition | ||||
Aggregate consideration, net | $ 301.2 | 303.1 | ||
Cash paid, net of cash acquired | 9.2 | 9.2 | ||
Purchase price paid through borrowings under the Company's Second Amended and Restated Credit Agreement | 210 | |||
Aggregate net purchase price | 1.9 | |||
Final working capital adjustment | $ 3.1 | |||
Period of existence | 100 years | |||
Goodwill | $ 96.9 | 96.9 | ||
Intangible assets finite lived | $ 115.3 | 115.3 | ||
Bradley | Customer relationships | ||||
Acquisition | ||||
Intangible assets finite lived | $ 85.3 | |||
Estimated useful lives | 15 years | |||
Bradley | Trade name | ||||
Acquisition | ||||
Intangible assets In-definite lived | $ 30 | |||
Josam Industries, LLC | ||||
Acquisition | ||||
Aggregate consideration, net | $ 98.9 | |||
Cash paid, net of cash acquired | $ 4.6 | |||
Period of existence | 100 years | |||
Goodwill | $ 34.6 | 34.6 | ||
Intangible assets finite lived | $ 39.4 | 39.4 | ||
Intangible assets In-definite lived | $ 5.9 | |||
Estimated useful lives | 15 years | |||
Josam Industries, LLC | Customer relationships | ||||
Acquisition | ||||
Intangible assets finite lived | $ 33.5 | |||
Estimated useful lives | 15 years | |||
Josam Industries, LLC | Trade name | ||||
Acquisition | ||||
Intangible assets In-definite lived | $ 5.9 |
Acquisitions - Value of the ass
Acquisitions - Value of the assets and liabilities acquired (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Oct. 23, 2023 |
Acquisition | ||||
Goodwill | $ 724.3 | $ 693 | ||
Bradley | ||||
Acquisition | ||||
Cash | $ 9.2 | |||
Trade accounts receivable | 23.5 | |||
Inventory | 38.4 | |||
Prepaid expenses and other current assets | 3.5 | |||
Property, Plant and Equipment | 47.6 | |||
Intangible assets | 115.3 | 115.3 | ||
Goodwill | 96.9 | 96.9 | ||
Accounts payable | (8.2) | |||
Employee benefits, other | (5) | |||
Other current liabilities | (8.4) | |||
Other noncurrent liabilities | (0.5) | |||
Purchase price | $ 312.3 | |||
Josam Industries, LLC | ||||
Acquisition | ||||
Cash | $ 4.6 | |||
Trade accounts receivable | 4.3 | |||
Inventory | 15.4 | |||
Prepaid expenses and other current assets | 0.5 | |||
Property, Plant and Equipment | 7.6 | |||
Intangible assets | 39.4 | 39.4 | ||
Goodwill | $ 34.6 | 34.6 | ||
Accounts payable | (1.5) | |||
Accrued expenses and other current liabilities | (1.4) | |||
Purchase price | $ 103.5 |
Acquisitions - Supplemental pro
Acquisitions - Supplemental pro-forma information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Acquisition | ||
Amortization of intangibles | $ 4.7 | $ 3 |
Provision for income taxes | 22.6 | 18.8 |
Bradley | ||
Acquisition | ||
Net sales | 570.9 | 521.6 |
Net income from continuing operations | $ 75.6 | $ 65.3 |
Basic EPS-continuing operations | $ 2.26 | $ 1.95 |
Diluted EPS-continuing operations | $ 2.25 | $ 1.95 |
Net interest expense related to the financing | $ 2 | |
Amortization of intangibles | 1.1 | |
Provision for income taxes | 0.4 | |
Net acquisition-related and third-party costs | $ 3 | $ 2.2 |
Goodwill and Intangibles - Good
Goodwill and Intangibles - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Oct. 23, 2023 | |
Gross Balance | ||||
Balance at the beginning of the period | $ 860.1 | |||
Acquired During the Period | 34.8 | |||
Balance at the end of the period | 894.9 | |||
Accumulated Impairment Losses | ||||
Balance at the beginning of the period | (167.1) | |||
Balance at the end of the period | (167.1) | |||
Foreign Currency Translation | (3.5) | |||
Net Goodwill | 724.3 | $ 693 | ||
Americas | ||||
Gross Balance | ||||
Balance at the beginning of the period | 587.1 | |||
Acquired During the Period | 34.8 | |||
Balance at the end of the period | 621.9 | |||
Accumulated Impairment Losses | ||||
Balance at the beginning of the period | (24.5) | |||
Balance at the end of the period | (24.5) | |||
Foreign Currency Translation | (0.2) | |||
Net Goodwill | 597.2 | |||
Europe | ||||
Gross Balance | ||||
Balance at the beginning of the period | 239.8 | |||
Balance at the end of the period | 239.8 | |||
Accumulated Impairment Losses | ||||
Balance at the beginning of the period | (129.7) | |||
Balance at the end of the period | (129.7) | |||
Foreign Currency Translation | (2.4) | |||
Net Goodwill | 107.7 | |||
APMEA | ||||
Gross Balance | ||||
Balance at the beginning of the period | 33.2 | |||
Balance at the end of the period | 33.2 | |||
Accumulated Impairment Losses | ||||
Balance at the beginning of the period | (12.9) | |||
Balance at the end of the period | (12.9) | |||
Foreign Currency Translation | (0.9) | |||
Net Goodwill | 19.4 | |||
Bradley | ||||
Accumulated Impairment Losses | ||||
Net Goodwill | 96.9 | $ 96.9 | ||
Bradley | Americas | ||||
Gross Balance | ||||
Acquired During the Period | 0.2 | |||
Josam Industries, LLC | ||||
Accumulated Impairment Losses | ||||
Net Goodwill | 34.6 | $ 34.6 | ||
Josam Industries, LLC | Americas | ||||
Gross Balance | ||||
Acquired During the Period | $ 34.6 |
Goodwill and Intangibles - Inta
Goodwill and Intangibles - Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 26, 2023 | Jan. 01, 2024 | Dec. 31, 2023 | Oct. 23, 2023 | |
Intangible assets subject to amortization | |||||
Gross Carrying Amount | $ 332 | $ 298.1 | |||
Accumulated Amortization | (152.1) | (147.5) | |||
Net Carrying Amount | 179.9 | 150.6 | |||
Indefinite-lived intangible assets | |||||
Indefinite-lived intangible assets | 71 | 65.5 | |||
Intangible assets | |||||
Gross Carrying Amount | 403 | 363.6 | |||
Net Carrying Amount | 250.9 | 216.1 | |||
Aggregate amortization expense for amortized intangible assets | 4.7 | $ 3 | |||
Patents | |||||
Intangible assets subject to amortization | |||||
Gross Carrying Amount | 5 | 5 | |||
Accumulated Amortization | (5) | (5) | |||
Customer relationships | |||||
Intangible assets subject to amortization | |||||
Gross Carrying Amount | 252 | 218 | |||
Accumulated Amortization | (89) | (85.3) | |||
Net Carrying Amount | 163 | 132.7 | |||
Technology | |||||
Intangible assets subject to amortization | |||||
Gross Carrying Amount | 53.2 | 53.2 | |||
Accumulated Amortization | (45.1) | (44.2) | |||
Net Carrying Amount | 8.1 | 9 | |||
Trade names | |||||
Intangible assets subject to amortization | |||||
Gross Carrying Amount | 20.7 | 20.8 | |||
Accumulated Amortization | (12.3) | (12.3) | |||
Net Carrying Amount | 8.4 | 8.5 | |||
Other | |||||
Intangible assets subject to amortization | |||||
Gross Carrying Amount | 1.1 | 1.1 | |||
Accumulated Amortization | (0.7) | (0.7) | |||
Net Carrying Amount | 0.4 | $ 0.4 | |||
Bradley | |||||
Intangible assets | |||||
Intangible assets finite lived | 115.3 | $ 115.3 | |||
Aggregate amortization expense for amortized intangible assets | $ 1.1 | ||||
Bradley | Customer relationships | |||||
Intangible assets | |||||
Intangible assets finite lived | $ 85.3 | ||||
Estimated useful lives | 15 years | ||||
Josam Industries, LLC | |||||
Intangible assets | |||||
Purchase price allocated to intangible assets | $ 39.4 | ||||
Intangible assets finite lived | $ 39.4 | $ 39.4 | |||
Estimated useful lives | 15 years | ||||
Intangible assets In-definite lived | $ 5.9 | ||||
Josam Industries, LLC | Customer relationships | |||||
Intangible assets | |||||
Intangible assets finite lived | $ 33.5 | ||||
Estimated useful lives | 15 years |
Earnings per Share and Stock _3
Earnings per Share and Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 26, 2023 | Jul. 31, 2023 | Feb. 06, 2019 | |
Net (loss) income | ||||
Net income | $ 72.6 | $ 64.7 | ||
Shares | ||||
Shares (in shares) | 33,400,000 | 33,400,000 | ||
Per Share Amount | ||||
Net income (in dollars per share) | $ 2.17 | $ 1.94 | ||
Dilutive securities, principally common stock options | ||||
Common stock equivalents (in shares) | 100,000 | 100,000 | ||
Common stock equivalents (in dollars per share) | $ (0.01) | |||
Net (loss) income | ||||
Net income | $ 72.6 | $ 64.7 | ||
Weighted average number of shares: | ||||
Shares (in shares) | 33,500,000 | 33,500,000 | ||
Securities not included in the computation of diluted EPS | ||||
Net income (in dollars per share) | $ 2.17 | $ 1.93 | ||
Dilutive securities, principally common stock options | ||||
Options to purchase shares of Class A common stock, anti-dilutive | 0 | 0 | ||
Shares repurchased | ||||
Number of shares repurchased | 19,750 | 22,473 | ||
Cost of shares repurchased | $ 4 | $ 3.7 | ||
Class A | ||||
Shares repurchased | ||||
Value of shares of the entity's Class A common stock authorized to be repurchased | $ 150 | $ 150 | ||
February 6, 2019 | Class A | ||||
Shares repurchased | ||||
Remaining authorized repurchase amount | $ 8 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 $ / shares shares | Mar. 26, 2023 $ / shares shares | Dec. 31, 2023 | |
Second Amended and Restated 2004 Stock Incentive Plan | |||
Stock-based compensation | |||
Vesting period | 3 years | ||
Second Amended and Restated 2004 Stock Incentive Plan | Deferred shares | |||
Stock-based compensation | |||
Granted (in shares) | 41,862 | 41,096 | |
Second Amended and Restated 2004 Stock Incentive Plan | Performance stock units | |||
Stock-based compensation | |||
Vesting period | 3 years | ||
Period of time used to calculate the compound annual growth rate | 3 years | ||
Granted (in shares) | 38,903 | 35,948 | |
Second Amended and Restated 2004 Stock Incentive Plan | Performance stock units | Minimum | |||
Stock-based compensation | |||
Percent of target shares a recipient may earn | 0 | ||
Second Amended and Restated 2004 Stock Incentive Plan | Performance stock units | Maximum | |||
Stock-based compensation | |||
Percent of target shares a recipient may earn | 2 | ||
Management Stock Purchase Plan | Maximum | |||
Stock-based compensation | |||
Percentage of annual incentive bonus that may be used to purchase RSU's | 50% | ||
Management Stock Purchase Plan | Class A | |||
Stock-based compensation | |||
Purchase price as percentage of fair market value of common stock on grant date | 80% | ||
Management Stock Purchase Plan | Restricted stock units (RSUs) | |||
Stock-based compensation | |||
Minimum deferral period | 3 years | ||
Granted (in shares) | 20,076 | 26,645 | |
Fair value assumptions | |||
Expected life (years) | 3 years | 3 years | |
Expected stock price volatility (as a percent) | 28.90% | 33.70% | |
Expected dividend yield (as a percent) | 0.80% | 0.80% | |
Risk-free interest rate (as a percent) | 4.50% | 4.10% | |
Weighted average grant-date fair value (in dollars per share) | $ / shares | $ 68.94 | $ 57.50 | |
Management Stock Purchase Plan | Restricted stock units (RSUs) | Minimum | |||
Stock-based compensation | |||
Vesting period | 3 years |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 26, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Segment information | |||
Number of geographic segments | segment | 3 | ||
Net sales | $ 570.9 | $ 471.7 | |
Operating income | 96.7 | 84.7 | |
Interest income | (2.1) | (0.4) | |
Interest expense | 4.2 | 1.5 | |
Other (income) expense, net | (0.6) | 0.1 | |
INCOME BEFORE INCOME TAXES | 95.2 | 83.5 | |
Capital expenditures | 10.1 | 5.1 | |
Depreciation and amortization | 13.3 | 10 | |
Identifiable assets (at end of period) | 2,332.4 | 2,309.4 | $ 2,309.4 |
Property, plant and equipment, net (at end of period) | 255 | 248.2 | 248.2 |
U.S. | |||
Segment information | |||
Net sales | 392.6 | 304.3 | |
Reportable segments | |||
Segment information | |||
Operating income | 110.9 | 95.7 | |
Corporate | |||
Segment information | |||
Operating income | (14.2) | (11) | |
Intersegment sales | |||
Segment information | |||
Net sales | 29.8 | 29.7 | |
Americas | |||
Segment information | |||
Net sales | 418.8 | 323.2 | |
Capital expenditures | 7.4 | 3.2 | |
Depreciation and amortization | 10.4 | 7.1 | |
Identifiable assets (at end of period) | 1,610.4 | 1,605.7 | |
Property, plant and equipment, net (at end of period) | 182.3 | 174 | |
Americas | U.S. | |||
Segment information | |||
Property, plant and equipment, net (at end of period) | 169.5 | $ 161.5 | |
Americas | Reportable segments | |||
Segment information | |||
Operating income | 85.4 | 72.5 | |
Americas | Intersegment sales | |||
Segment information | |||
Net sales | 2.6 | 2 | |
Europe | |||
Segment information | |||
Net sales | 123.3 | 128.3 | |
Capital expenditures | 2.4 | 1.8 | |
Depreciation and amortization | 2.3 | 2.4 | |
Identifiable assets (at end of period) | 585.3 | 569.1 | |
Property, plant and equipment, net (at end of period) | 68.5 | 69.9 | |
Europe | Reportable segments | |||
Segment information | |||
Operating income | 20.5 | 19.2 | |
Europe | Intersegment sales | |||
Segment information | |||
Net sales | 5.8 | 5.6 | |
APMEA | |||
Segment information | |||
Net sales | 28.8 | 20.2 | |
Capital expenditures | 0.3 | 0.1 | |
Depreciation and amortization | 0.6 | 0.5 | |
Identifiable assets (at end of period) | 136.7 | 134.6 | |
Property, plant and equipment, net (at end of period) | 4.2 | 4.3 | |
APMEA | Reportable segments | |||
Segment information | |||
Operating income | 5 | 4 | |
APMEA | Intersegment sales | |||
Segment information | |||
Net sales | $ 21.4 | $ 22.1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Changes in accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | $ (143.4) | |
Balance at the end of the period | (154.9) | |
Foreign Currency Translation | ||
Changes in accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (147.3) | $ (157) |
Change in period | (12.9) | 4.4 |
Balance at the end of the period | (160.2) | (152.6) |
Pension Adjustment | ||
Changes in accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | 0.7 | |
Balance at the end of the period | 0.7 | |
Cash Flow Hedges | ||
Changes in accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | 3.2 | 7.1 |
Change in period | 1.4 | (1.7) |
Balance at the end of the period | 4.6 | 5.4 |
Accumulated Other Comprehensive Loss. | ||
Changes in accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (143.4) | (149.9) |
Change in period | (11.5) | 2.7 |
Balance at the end of the period | $ (154.9) | $ (147.2) |
Debt - Credit Agreement (Detail
Debt - Credit Agreement (Details) $ in Millions | 3 Months Ended | ||
Aug. 02, 2022 | Mar. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) | |
Letters of credit | |||
Credit Agreement | |||
Term of debt | 1 year | ||
SOFR | |||
Credit Agreement | |||
Adjustment to interest rate | 0.10 | ||
SOFR | Minimum | |||
Credit Agreement | |||
Interest rate added to base rate (as a percent) | 1.075% | ||
SOFR | Maximum | |||
Credit Agreement | |||
Interest rate added to base rate (as a percent) | 1.325% | ||
Credit Agreement | |||
Credit Agreement | |||
Unused and available credit under the credit agreement | $ 502.5 | ||
Credit Agreement | Letters of credit | |||
Credit Agreement | |||
Borrowing capacity | $ 100 | ||
Stand-by letters of credit outstanding | 12.5 | ||
Base rate loans and swing line loans | |||
Credit Agreement | |||
Minimum base rate (as a percent) | 1 | ||
Base rate loans and swing line loans | SOFR | |||
Credit Agreement | |||
Interest rate (as a percent) | 1% | ||
Base rate loans and swing line loans | Prime Rate | |||
Credit Agreement | |||
Interest rate (as a percent) | 0.50% | ||
Revolving credit facility | |||
Credit Agreement | |||
Borrowing capacity | $ 800 | ||
Maximum consolidated leverage ratio | 3.50 | ||
Minimum consolidated leverage ratio | 3.50 | ||
Amount drawn | $ 285 | ||
Weighted average interest rate (as a percent) | 6.50% | ||
Interest rate (as a percent) | 4.79% | ||
Revolving credit facility | Temporary Step-ups Following Acquisitions | |||
Credit Agreement | |||
Maximum consolidated leverage ratio | 4 | ||
Revolving credit facility | SOFR | |||
Credit Agreement | |||
Adjustment to interest rate | 0.10 | ||
Swing Line Loans | |||
Credit Agreement | |||
Borrowing capacity | $ 15 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Interest Rate Swap | Prepaid Expenses and Other Current Assets | ||
Assets | ||
Derivative assets | $ 3.8 | $ 3.5 |
Interest Rate Swap | Other Noncurrent Assets | ||
Assets | ||
Derivative assets | 3.1 | 3 |
Fair value measured on a recurring basis | ||
Assets | ||
Plan asset for deferred compensation | 2.5 | 2.3 |
Total assets | 9.5 | 8.8 |
Liabilities | ||
Plan liability for deferred compensation | 2.5 | 2.3 |
Total liabilities | 3.3 | 4.5 |
Fair value measured on a recurring basis | Interest Rate Swap | ||
Assets | ||
Derivative assets | 6.9 | 6.5 |
Liabilities | ||
Derivative liabilities | 0.8 | 2 |
Fair value measured on a recurring basis | Forward exchange contracts | ||
Assets | ||
Derivative assets | 0.1 | |
Liabilities | ||
Derivative liabilities | 0.2 | |
Fair value measured on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Plan asset for deferred compensation | 2.5 | 2.3 |
Total assets | 2.5 | 2.3 |
Liabilities | ||
Plan liability for deferred compensation | 2.5 | 2.3 |
Total liabilities | 2.5 | 2.3 |
Fair value measured on a recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Total assets | 7 | 6.5 |
Liabilities | ||
Total liabilities | 0.8 | 2.2 |
Fair value measured on a recurring basis | Significant Other Observable Inputs (Level 2) | Interest Rate Swap | ||
Assets | ||
Derivative assets | 6.9 | 6.5 |
Liabilities | ||
Derivative liabilities | 0.8 | 2 |
Fair value measured on a recurring basis | Significant Other Observable Inputs (Level 2) | Forward exchange contracts | ||
Assets | ||
Derivative assets | $ 0.1 | |
Liabilities | ||
Derivative liabilities | $ 0.2 |
Financial Instruments - Interes
Financial Instruments - Interest Rate Swaps and Non-Designated Cash Flow Hedge (Details) | 3 Months Ended | |||
Aug. 02, 2022 USD ($) | Mar. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) | Oct. 23, 2023 USD ($) | |
Derivative instruments | ||||
Period of projected intercompany purchase transactions | 12 months | |||
Maximum | ||||
Derivative instruments | ||||
Percentage of projected intercompany purchases hedged by forward exchange contracts | 85% | |||
SOFR | ||||
Interest Rate Swaps | ||||
Adjustment to interest rate | 0.10 | |||
Revolving credit facility | ||||
Interest Rate Swaps | ||||
Borrowing capacity | $ 800,000,000 | |||
Revolving credit facility | SOFR | ||||
Interest Rate Swaps | ||||
Adjustment to interest rate | 0.10 | |||
Floor rate | 0% | |||
Forward exchange contracts | Cash Flow Hedging | ||||
Derivative instruments | ||||
Fair value of derivative asset | $ 100,000 | |||
Forward exchange contracts | Designated | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | ||||
Period of time for expected reclassification | 12 months | |||
Forward exchange contracts | Designated | Cash Flow Hedging | ||||
Amount of Gain or (Loss) Recognized in Income on Derivatives | ||||
Amount expected to be reclassified | $ 100,000 | |||
Canadian Dollar to US Dollar Contracts | ||||
Interest Rate Swaps | ||||
Derivative notional amount | 15,500,000 | |||
Interest Rate Swap | Designated | Cash Flow Hedging | ||||
Interest Rate Swaps | ||||
Derivative fixed interest rate | 0.942% | 1.02975% | ||
Derivative notional amount | $ 100,000,000 | $ 100,000,000 | ||
Gain recognized in Accumulated Other Comprehensive Loss, effective portion | $ 1,200,000 | |||
Interest Rate Swap | Designated | Cash Flow Hedging | LIBOR | ||||
Interest Rate Swaps | ||||
Derivative, floor interest rate | 0% | |||
Interest Rate Swap | Designated | Cash Flow Hedging | SOFR | ||||
Interest Rate Swaps | ||||
Derivative, floor interest rate | 0.10% | |||
Interest Rate Swap | Designated | Bradley | Cash Flow Hedging | ||||
Interest Rate Swaps | ||||
Derivative fixed interest rate | 4.844% | |||
Derivative notional amount | $ 100,000,000 | |||
Interest Rate Swap | Designated | Bradley | Cash Flow Hedging | SOFR | ||||
Interest Rate Swaps | ||||
Derivative, floor interest rate | 0.10% |
Contingencies and Environment_2
Contingencies and Environmental Remediation (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Contingencies and Environmental Remediation | |
Possible loss | $ 4.6 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2024 | May 07, 2024 |
Josam Industries, LLC | ||
Subsequent events | ||
Purchase price | $ 98.9 | |
Business combination, cash paid | $ 4.6 | |
Period of existence | 100 years | |
Subsequent event | Class A | ||
Subsequent events | ||
Quarterly dividend payable (in dollars per share) | $ 0.43 | |
Subsequent event | Class B | ||
Subsequent events | ||
Quarterly dividend payable (in dollars per share) | $ 0.43 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 26, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 72.6 | $ 64.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |