Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 27, 2015 | Jul. 20, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MUELLER INDUSTRIES INC | |
Entity Central Index Key | 89,439 | |
Current Fiscal Year End Date | --12-26 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 56,986,702 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 27, 2015 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) [Abstract] | ||||
Net sales | $ 555,593 | $ 649,691 | $ 1,092,835 | $ 1,224,065 |
Cost of goods sold | 470,365 | 557,775 | 931,199 | 1,053,552 |
Depreciation and amortization | 8,188 | 8,592 | 16,041 | 16,699 |
Selling, general, and administrative expense | 33,420 | 33,367 | 66,251 | 66,508 |
Gain on sale of assets | (15,376) | 0 | (15,376) | (1,417) |
Severance | 3,442 | 1,753 | 3,442 | 2,212 |
Operating income | 55,554 | 48,204 | 91,278 | 86,511 |
Interest expense | (2,219) | (1,457) | (4,295) | (2,483) |
Other income, net | 265 | 127 | 370 | 215 |
Income before income taxes | 53,600 | 46,874 | 87,353 | 84,243 |
Income tax expense | (19,738) | (11,665) | (31,151) | (24,080) |
Consolidated net income | 33,862 | 35,209 | 56,202 | 60,163 |
Net income attributable to noncontrolling interest | (211) | (164) | (573) | (412) |
Net income attributable to Mueller Industries, Inc. | $ 33,651 | $ 35,045 | $ 55,629 | $ 59,751 |
Weighted average shares for basic earnings per share (in shares) | 56,247 | 55,973 | 56,220 | 55,946 |
Effect of dilutive stock-based awards (in shares) | 743 | 747 | 737 | 800 |
Adjusted weighted average shares for diluted earnings per share (in shares) | 56,990 | 56,720 | 56,957 | 56,746 |
Basic earnings per share (in dollars per share) | $ 0.60 | $ 0.63 | $ 0.99 | $ 1.07 |
Diluted earnings per share (in dollars per share) | 0.59 | 0.62 | 0.98 | 1.05 |
Dividends per share (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.150 | $ 0.150 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ||||||||
Consolidated net income | $ 33,862 | $ 35,209 | $ 56,202 | $ 60,163 | ||||
Other comprehensive income (loss), net of tax: | ||||||||
Foreign currency translation | 7,056 | 1,795 | (1,348) | 2,962 | ||||
Net change with respect to derivative instruments and hedging activities | (903) | [1] | (360) | [2] | (1,101) | [3] | (1,476) | [4] |
Net actuarial (gain) loss on pension and postretirement obligations | (647) | [5] | (159) | [6] | 769 | [7] | (156) | [8] |
Other, net | 34 | 24 | 7 | 9 | ||||
Total other comprehensive income (loss) | 5,540 | 1,300 | (1,673) | 1,339 | ||||
Consolidated comprehensive income | 39,402 | 36,509 | 54,529 | 61,502 | ||||
Comprehensive income attributable to noncontrolling interest | 520 | 594 | 175 | 341 | ||||
Comprehensive income attributable to Mueller Industries, Inc. | $ 39,922 | $ 37,103 | $ 54,704 | $ 61,843 | ||||
[1] | Net of tax of $166 | |||||||
[2] | Net of tax of $275 | |||||||
[3] | Net of tax of $440 | |||||||
[4] | Net of tax of $865 | |||||||
[5] | Net of tax of $216 | |||||||
[6] | Net of tax of $94 | |||||||
[7] | Net of tax of $(286) | |||||||
[8] | Net of tax of $123 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ||||
Net change with respect to derivative instruments and hedging activities, tax | $ 166 | $ 275 | $ 440 | $ 865 |
Net actuarial (gain) loss on pension and postretirement obligations, tax | $ 216 | $ 94 | $ (286) | $ 123 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 27, 2015 | Dec. 27, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 299,147 | $ 352,134 |
Accounts receivable, less allowance for doubtful accounts of $762 in 2015 and $666 in 2014 | 307,008 | 275,065 |
Inventories | 278,937 | 256,585 |
Other current assets | 45,680 | 57,429 |
Total current assets | 930,772 | 941,213 |
Property, plant, and equipment, net | 261,149 | 245,910 |
Goodwill | 101,453 | 102,909 |
Other assets | 51,584 | 38,064 |
Total assets | 1,344,958 | 1,328,096 |
Current liabilities: | ||
Current portion of debt | 18,014 | 36,194 |
Accounts payable | 89,715 | 100,735 |
Accrued wages and other employee costs | 34,654 | 41,595 |
Other current liabilities | 67,118 | 59,545 |
Total current liabilities | 209,501 | 238,069 |
Long-term debt, less current portion | 204,750 | 205,250 |
Pension liabilities | 18,728 | 20,070 |
Postretirement benefits other than pensions | 21,331 | 21,486 |
Environmental reserves | 21,657 | 21,842 |
Deferred income taxes | 21,542 | 24,556 |
Other noncurrent liabilities | 2,790 | 1,389 |
Total liabilities | 500,299 | 532,662 |
Mueller Industries, Inc. stockholders' equity: | ||
Preferred stock - $1.00 par value; shares authorized 5,000,000; none outstanding | 0 | 0 |
Common stock - $.01 par value; shares authorized 100,000,000; issued 80,183,004; outstanding 56,986,344 in 2015 and 56,901,445 in 2014 | 802 | 802 |
Additional paid-in capital | 270,784 | 268,575 |
Retained earnings | 1,039,882 | 992,798 |
Accumulated other comprehensive loss | (44,195) | (42,923) |
Treasury common stock, at cost | (456,073) | (457,102) |
Total Mueller Industries, Inc. stockholders' equity | 811,200 | 762,150 |
Noncontrolling interest | 33,459 | 33,284 |
Total equity | $ 844,659 | $ 795,434 |
Commitments and contingencies | ||
Total liabilities and equity | $ 1,344,958 | $ 1,328,096 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 27, 2015 | Dec. 27, 2014 |
Current assets: | ||
Allowance for doubtful accounts | $ 762 | $ 666 |
Mueller Industries, Inc. stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 80,183,004 | 80,183,004 |
Common stock, shares outstanding (in shares) | 56,986,344 | 56,901,445 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2015 | Jun. 28, 2014 | |
Cash flows from operating activities | ||
Consolidated net income | $ 56,202 | $ 60,163 |
Reconciliation of consolidated net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,293 | 16,840 |
Stock-based compensation expense | 2,966 | 3,526 |
Gain on disposal of assets | (15,392) | (1,225) |
Impairment charges | 570 | 0 |
Deferred income taxes | (1,445) | (6,523) |
Income tax benefit from exercise of stock options | (146) | (316) |
Changes in assets and liabilities, net of businesses acquired: | ||
Receivables | (24,304) | (100,413) |
Inventories | (5,252) | (20,619) |
Other assets | 6,963 | (8,886) |
Current liabilities | (19,629) | 7,373 |
Other liabilities | (415) | (893) |
Other, net | 739 | 92 |
Net cash provided by (used in) operating activities | 17,150 | (50,881) |
Cash flows from investing activities | ||
Capital expenditures | (15,969) | (18,833) |
Acquisition of businesses, net of cash acquired | (35,978) | (30,137) |
Net withdrawals from restricted cash balances | 3,486 | 1,815 |
Proceeds from the sales of assets | 5,518 | 4,874 |
Net cash used in investing activities | (42,943) | (42,281) |
Cash flows from financing activities | ||
Repayments of long-term debt | (500) | (500) |
Dividends paid to stockholders of Mueller Industries, Inc. | (8,435) | (8,394) |
(Repayment) issuance of debt by joint venture, net | (17,750) | 8,903 |
Issuance of debt | 0 | 22,635 |
Net cash received to settle stock-based awards | 125 | 296 |
Repurchase of common stock | 0 | (58) |
Income tax benefit from exercise of stock options | 146 | 316 |
Net cash (used in) provided by financing activities | (26,414) | 23,198 |
Effect of exchange rate changes on cash | (780) | 363 |
Decrease in cash and cash equivalents | (52,987) | (69,601) |
Cash and cash equivalents at the beginning of the period | 352,134 | 311,800 |
Cash and cash equivalents at the end of the period | $ 299,147 | $ 242,199 |
Earnings per Common Share
Earnings per Common Share | 6 Months Ended |
Jun. 27, 2015 | |
Earnings per Common Share [Abstract] | |
Earnings per Common Share | Note 1 – Earnings per Common Share Basic per share amounts have been computed based on the average number of common shares outstanding. Diluted per share amounts reflect the increase in average common shares outstanding that would result from the assumed exercise of outstanding stock options and vesting of restricted stock awards, computed using the treasury stock method. Approximately 24 thousand stock options were excluded from the computation of diluted earnings per share for the quarter ended June 27, 2015 because they were antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 27, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 2 – Commitments and Contingencies The Company is involved in certain litigation as a result of claims that arose in the ordinary course of business, which management believes will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company may also realize the benefit of certain legal claims and litigation in the future; these gain contingencies are not recognized in the Condensed Consolidated Financial Statements. Guarantees Guarantees, in the form of letters of credit, are issued by the Company generally to assure the payment of insurance deductibles and certain retiree health benefits. The terms of the Company’s guarantees are generally one year but are renewable annually as required. These letters are primarily backed by the Company’s revolving credit facility. The maximum payments that the Company could be required to make under its guarantees at June 27, 2015 were $8.8 million. |
Inventories
Inventories | 6 Months Ended |
Jun. 27, 2015 | |
Inventories [Abstract] | |
Inventories | Note 3 – Inventories (In thousands) June 27, 2015 December 27, 2014 Raw materials and supplies $ 70,487 $ 53,586 Work-in-process 51,978 39,707 Finished goods 163,497 168,481 Valuation reserves (7,025 ) (5,189 ) Inventories $ 278,937 $ 256,585 |
Industry Segments
Industry Segments | 6 Months Ended |
Jun. 27, 2015 | |
Industry Segments [Abstract] | |
Industry Segments | Note 4 – Industry Segments The Company’s reportable segments are Plumbing & Refrigeration and Original Equipment Manufacturers (OEM). For disclosure purposes, as permitted under Accounting Standards Codification (ASC) 280, Segment Reporting SPD manufactures copper tube and fittings, plastic fittings, and line sets. These products are manufactured in the U.S. SPD also imports and resells brass and plastic plumbing valves, malleable iron fittings, faucets, and plumbing specialty products. Outside the U.S., the Company’s European Operations manufacture copper tube, which is sold primarily in Europe. Mexican Operations consist of pipe nipple manufacturing and import distribution businesses including product lines of malleable iron fittings and other plumbing specialties. The Plumbing & Refrigeration segment’s products are sold primarily to plumbing, refrigeration, and air-conditioning wholesalers, hardware wholesalers and co-ops, and building product retailers. For the six months ended June 28, 2014, cost of goods sold included a decrease in accruals related to import duties of $3.1 million. IPD manufactures brass rod, impact extrusions, and forgings, as well as a wide variety of end products including plumbing brass, automotive components, valves, and fittings. EPD manufactures and fabricates valves and assemblies primarily for the refrigeration, air-conditioning, gas appliance, and barbecue grill markets and specialty copper, copper-alloy, and aluminum tube. Mueller-Xingrong manufactures engineered copper tube primarily for air-conditioning applications. These products are sold primarily to OEM customers. Summarized segment information is as follows: For the Quarter Ended June 27, 2015 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 327,336 $ 230,380 $ (2,123 ) $ 555,593 Cost of goods sold 278,237 194,207 (2,079 ) 470,365 Depreciation and amortization 4,577 3,133 478 8,188 Selling, general, and administrative expense 20,473 6,239 6,708 33,420 Gain on sale of assets (15,376 ) — — (15,376 ) Severance 3,442 — — 3,442 Operating income 35,983 26,801 (7,230 ) 55,554 Interest expense (2,219 ) Other income, net 265 Income before income taxes $ 53,600 For the Quarter Ended June 28, 2014 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 397,190 $ 255,409 $ (2,908 ) $ 649,691 Cost of goods sold 336,256 224,392 (2,873 ) 557,775 Depreciation and amortization 5,096 2,892 604 8,592 Selling, general, and administrative expense 21,755 4,909 6,703 33,367 Severance 1,753 — — 1,753 Operating income 32,330 23,216 (7,342 ) 48,204 Interest expense (1,457 ) Other income, net 127 Income before income taxes $ 46,874 For the Six Months Ended June 27, 2015 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 632,353 $ 465,697 $ (5,215 ) $ 1,092,835 Cost of goods sold 538,700 397,640 (5,141 ) 931,199 Depreciation and amortization 9,100 5,988 953 16,041 Selling, general, and administrative expense 41,013 12,720 12,518 66,251 Gain on sale of assets (15,376 ) — — (15,376 ) Severance 3,442 — — 3,442 Operating income 55,474 49,349 (13,545 ) 91,278 Interest expense (4,295 ) Other income, net 370 Income before income taxes $ 87,353 For the Six Months Ended June 28, 2014 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 735,217 $ 495,439 $ (6,591 ) $ 1,224,065 Cost of goods sold 625,281 434,795 (6,524 ) 1,053,552 Depreciation and amortization 9,516 5,975 1,208 16,699 Selling, general, and administrative expense 43,410 10,167 12,931 66,508 Gain on sale of assets (1,417 ) — — (1,417 ) Severance 2,212 — — 2,212 Operating income 56,215 44,502 (14,206 ) 86,511 Interest expense (2,483 ) Other income, net 215 Income before income taxes $ 84,243 |
Benefits Plans
Benefits Plans | 6 Months Ended |
Jun. 27, 2015 | |
Benefits Plans [Abstract] | |
Benefits Plans | Note 5 –Benefit Plans The Company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for certain of its employees. The components of net periodic benefit cost are as follows: For the Quarter Ended For the Six Months Ended (In thousands) June 27, 2015 June 28, 2014 June 27, 2015 June 28, 2014 Pension benefits: Service cost $ 228 $ 175 $ 500 $ 397 Interest cost 2,027 2,059 4,081 4,127 Expected return on plan assets (2,655 ) (3,201 ) (5,309 ) (6,402 ) Amortization of net loss 656 189 1,370 377 Net periodic benefit cost (income) $ 256 $ (778 ) $ 642 $ (1,501 ) Other benefits: Service cost $ 84 $ 87 $ 180 $ 176 Interest cost 190 186 386 363 Amortization of prior service cost (credit) 1 (1 ) 3 (1 ) Amortization of net gain (16 ) (45 ) (13 ) (109 ) Net periodic benefit cost $ 259 $ 227 $ 556 $ 429 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 27, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6 – Income Taxes The Company’s effective tax rate for the second quarter of 2015 was 37 percent compared with 25 percent for the same period last year. The difference between the effective tax rate and the amount computed using the U.S. federal statutory tax rate for the second quarter of 2015 was primarily attributable to state income taxes of $1.4 million and other miscellaneous items totaling $0.6 million, which were partially offset by the reduction for the U.S. production activities deduction of $1.2 million. For the second quarter of 2014, the difference between the effective tax rate and the amount that would be computed using the U.S. federal statutory tax rate was attributable to reductions related to the U.S. production activities deduction of $1.4 million and decreases in valuation allowances of $4.8 million. These items were partially offset by the provision for state income taxes of $1.2 million. The Company’s effective tax rate for the first half of 2015 was 36 percent compared with 29 percent for the same period last year. The difference between the effective tax rate and what would be computed using the U.S. federal statutory tax rate was attributable to state income taxes of $2.2 million and miscellaneous other items totaling $1.0 million. These items were partially offset by reductions for the U.S. production activities deduction of $2.2 million and the effect of foreign tax rates lower than statutory tax rates and other foreign adjustments of $0.4 million. For the first half of 2014, the difference between the effective tax rate and what would be computed using the U.S. federal statutory tax rate was attributable to reductions for: (i) the U.S. production activities deduction of $2.6 million; (ii) decreases in valuation allowances of $5.7 million; and (iii) the effect of foreign tax rates lower than statutory tax rates and other foreign adjustments of $0.3 million. These items were partially offset by the provision for state income taxes of $2.5 million. The Company files a consolidated U.S. federal income tax return and numerous consolidated and separate-company income tax returns in many state, local, and foreign jurisdictions. The statute of limitations is open for the Company’s federal tax return and most state income tax returns for 2011 and all subsequent years and is open for certain state and foreign returns for earlier tax years due to ongoing audits and differing statute periods. The Internal Revenue Service has audited the 2012 federal income tax return, the results of which were immaterial to the Company’s financial position, results of operations, and cash flows. The Internal Revenue Service is currently auditing the 2013 federal tax return. While the Company believes that it is adequately reserved for possible future audit adjustments, the final resolution of these examinations cannot be determined with certainty and could result in final settlements that differ from current estimates. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 27, 2015 | |
Derivative Instruments and Hedging Activities [Abstract] | |
Derivative Instruments and Hedging Activities | Note 7 – Derivative Instruments and Hedging Activities The Company’s earnings and cash flows are subject to fluctuations due to changes in commodity prices, foreign currency exchange rates, and interest rates. The Company uses derivative instruments such as commodity futures contracts, foreign currency forward contracts, and interest rate swaps to manage these exposures. All derivatives are recognized in the Condensed Consolidated Balance Sheets at their fair value. On the date the derivative contract is entered into, it is designated as (i) a hedge of a forecasted transaction or the variability of cash flow to be paid (cash flow hedge), or (ii) a hedge of the fair value of a recognized asset or liability (fair value hedge). Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in accumulated other comprehensive income (AOCI), to the extent effective, until they are reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of a derivative that is qualified, designated and highly effective as a fair value hedge, along with the gain or loss on the hedged recognized asset or liability that is attributable to the hedged risk, are recorded in current earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in current earnings. The Company documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities in the Condensed Consolidated Balance Sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flow or fair values of hedged items. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, hedge accounting is discontinued prospectively, in accordance with the derecognition criteria for hedge accounting. Commodity Futures Contracts Copper and brass represent the largest component of the Company’s variable costs of production. The cost of these materials is subject to global market fluctuations caused by factors beyond the Company’s control. The Company occasionally enters into forward fixed-price arrangements with certain customers; the risk of these arrangements is generally managed with commodity futures contracts. These futures contracts have been designated as cash flow hedges. At June 27, 2015, the Company held open futures contracts to purchase approximately $26.8 million of copper over the next 13 months related to fixed price sales orders. The fair value of those futures contracts was a $1.3 million net loss position, which was determined by obtaining quoted market prices (Level 1 hierarchy as defined by ASC 820, Fair Value Measurements and Disclosures The Company may also enter into futures contracts to protect the value of inventory against market fluctuations. These futures contracts have been designated as fair value hedges. At June 27, 2015, the Company held open futures contracts to sell approximately $28.1 million of copper over the next six months related to copper inventory. The fair value of those futures contracts was a $1.3 million net gain position, which was determined by obtaining quoted market prices (Level 1 hierarchy as defined by ASC 820). Foreign Currency Forward Contracts The Company has entered into certain contracts to purchase heavy machinery and equipment denominated in euros. In anticipation of entering into these contracts, the Company entered into forward contracts to purchase euros to protect itself against adverse foreign exchange rate fluctuations. At June 27, 2015, the Company held open forward contracts to purchase approximately 3.4 million euros over the next five months. The fair value of these contracts, which was determined by obtaining quoted market prices (Level 1 hierarchy as defined by ASC 820), was a $34 thousand net loss position. At June 27, 2015, there was $104 thousand of deferred net gains, net of tax, included in AOCI that are expected to be reclassified into depreciation expense over the useful life of the heavy machinery and equipment. Interest Rate Swap On February 20, 2013, the Company entered into a two-year forward-starting interest rate swap agreement with an effective date of January 12, 2015, and an underlying notional amount of $200.0 million, pursuant to which the Company receives variable interest payments based on one-month LIBOR and pays fixed interest at a rate of 1.4 percent. Based on the Company’s current variable premium pricing on its Term Loan Facility, the all-in fixed rate on the effective date was 2.7 percent. The interest rate swap will mature on December 11, 2017, and is structured to offset the interest rate risk associated with the Company’s floating-rate, LIBOR-based Term Loan Facility Agreement. The swap was designated and accounted for as a cash flow hedge from inception. The fair value of the interest rate swap is estimated based on the present value of the difference between expected cash flows calculated at the contracted interest rate and the expected cash flows at the current market interest rate using observable benchmarks for LIBOR forward rates at the end of the period (Level 2 hierarchy as defined by ASC 820). Interest payable and receivable under the swap agreement is accrued and recorded as an adjustment to interest expense. The fair value of the interest rate swap was a $1.9 million net loss position at June 27, 2015, and there was $1.2 million of deferred net losses, net of tax, included in AOCI that are expected to be reclassified into interest expense over the term of the hedged item. Derivative assets and liabilities are presented in our Condensed Consolidated Balance Sheets on a net basis by counterparty. The following table summarizes the location and fair value of the derivative instruments and disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis: Asset Derivatives Liability Derivatives Fair Value Fair Value (In thousands) Balance Sheet Location June 27, 2015 December 27, 2014 Balance Sheet Location June 27, 2015 December 27, 2014 Hedging instrument: Commodity contracts - gains Other current assets $ 1,361 $ 99 Other current liabilities $ 40 $ 15 Commodity contracts - losses Other current assets — (4 ) Other current liabilities (1,319 ) (832 ) Foreign currency contracts Other current assets — — Other current liabilities (34 ) (81 ) Interest rate swap Other assets — — Other liabilities (1,921 ) (927 ) Total derivatives (1) $ 1,361 $ 95 $ (3,234 ) $ (1,825 ) (1) The following tables summarize the effects of derivative instruments on our Condensed Consolidated Statements of Income: Three Months Ended Six Months Ended (In thousands) Location June 27, 2015 June 28, 2014 June 27, 2015 June 28, 2014 Fair value hedges: Gain (loss) on commodity contracts (qualifying) Cost of goods sold $ 1,256 $ (20 ) $ 1,468 $ 6,271 (Loss) gain on hedged item - Inventory Cost of goods sold (1,403 ) 20 (1,650 ) (5,780 ) Undesignated derivatives: Gain (loss) on commodity contracts (nonqualifying) Cost of goods sold 1,046 (72 ) 1,279 1,466 The following tables summarize amounts recognized in and reclassified from AOCI during the period: Three Months Ended June 27, 2015 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (1,159 ) Cost of goods sold $ (81 ) Foreign currency contracts 3 Depreciation expense — Interest rate swap 267 Interest expense 63 Three Months Ended June 28, 2014 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ 578 Cost of goods sold $ 168 Foreign currency contracts (25 ) Depreciation expense (63 ) Interest rate swap (1,022 ) Interest expense — Six Months Ended June 27, 2015 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (885 ) Cost of goods sold $ 490 Foreign currency contracts (52 ) Depreciation expense — Interest rate swap (765 ) Interest expense 131 Other (19 ) Other — Six Months Ended June 28, 2014 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (432 ) Cost of goods sold $ 459 Foreign currency contracts (3 ) Depreciation expense (237 ) Interest rate swap (1,267 ) Interest expense — The Company enters into futures and forward contracts that closely match the terms of the underlying transactions. As a result, the ineffective portion of the open hedge contracts through June 27, 2015 was not material to the Condensed Consolidated Statements of Income. The Company primarily enters into International Swaps and Derivatives Association master netting agreements with major financial institutions that permit the net settlement of amounts owed under their respective derivative contracts. Under these master netting agreements, net settlement generally permits the Company or the counterparty to determine the net amount payable for contracts due on the same date and in the same currency for similar types of derivative transactions. The master netting agreements generally also provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event. The Company does not offset fair value amounts for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral. At June 27, 2015 and December 27, 2014, the Company had recorded restricted cash in other current assets of $1.5 million and $0.5 million, respectively, as collateral related to open derivative contracts under the master netting arrangements. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 27, 2015 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income | Note 8 – Accumulated Other Comprehensive Income AOCI includes certain foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges, adjustments to pension and OPEB liabilities, and unrealized gains and losses on marketable securities classified as available-for-sale. The following table provides changes in AOCI by component, net of taxes and noncontrolling interest (amounts in parentheses indicate debits to AOCI): For the Six Months Ended June 27, 2015 (In thousands) Cumulative Translation Adjustment Unrealized (Losses)/Gains on Derivatives Minimum Pension/OPEB Liability Adjustment Unrealized Gains on Equity Investments Total Balance at December 27, 2014 $ (7,076 ) $ (953 ) $ (35,164 ) $ 270 $ (42,923 ) Other comprehensive income (loss) before reclassifications (947 ) (1,722 ) (229 ) 7 (2,891 ) Amounts reclassified from AOCI — 621 998 — 1,619 Net current-period other comprehensive income (947 ) (1,101 ) 769 7 (1,272 ) Balance at June 27, 2015 $ (8,023 ) $ (2,054 ) $ (34,395 ) $ 277 $ (44,195 ) For the Six Months Ended June 28, 2014 (In thousands) Cumulative Translation Adjustment Unrealized (Losses)/Gains on Derivatives Minimum Pension/OPEB Liability Adjustment Unrealized Gains on Equity Investments Total Balance at December 28, 2013 $ (462 ) $ 1,546 $ (12,158 ) $ 255 $ (10,819 ) Other comprehensive income (loss) before reclassifications 3,713 (1,698 ) (388 ) 9 1,636 Amounts reclassified from AOCI — 222 232 — 454 Net current-period other comprehensive income 3,713 (1,476 ) (156 ) 9 2,090 Balance at June 28, 2014 $ 3,251 $ 70 $ (12,314 ) $ 264 $ (8,729 ) Reclassification adjustments out of AOCI were as follows: Amount reclassified from AOCI For the Three Months Ended (In thousands) June 27, 2015 June 28, 2014 Affected line item Unrealized losses/(gains) on derivatives: Commodity contracts $ (111 ) $ 208 Cost of goods sold Foreign currency contracts — (99 ) Depreciation expense Interest rate swap 98 — Interest expense (5 ) (4 ) Income tax expense (18 ) 105 Net of tax — — Noncontrolling interest $ (18 ) $ 105 Net of tax and noncontrolling interest Amortization of net loss and prior service cost on employee benefit plans $ 641 $ 143 Selling, general, and administrative expense (164 ) (22 ) Income tax expense 477 121 Net of tax — — Noncontrolling interest $ 477 $ 121 Net of tax and noncontrolling interest Amount reclassified from AOCI For the Six Months Ended (In thousands) June 27, 2015 June 28, 2014 Affected line item Unrealized losses/(gains) on derivatives: Commodity contracts $ 651 $ 565 Cost of goods sold Foreign currency contracts — (375 ) Depreciation expense Interest rate swap 204 — Interest expense (234 ) 32 Income tax (expense) benefit 621 222 Net of tax — — Noncontrolling interest $ 621 $ 222 Net of tax and noncontrolling interest Amortization of net loss and prior service cost on employee benefit plans $ 1,360 $ 267 Selling, general, and administrative expense (362 ) (35 ) Income tax expense 998 232 Net of tax — — Noncontrolling interest $ 998 $ 232 Net of tax and noncontrolling interest |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 27, 2015 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | Note 9 – Acquisitions and Dispositions Acquisitions On October 18, 2013, the Company entered into a definitive agreement with KME Yorkshire Limited to acquire certain assets and assume certain liabilities of its copper tube business. Yorkshire Copper Tube (Yorkshire) produces European standard copper distribution tubes. This transaction received regulatory approval in the United Kingdom on February 11, 2014 and closed on February 28, 2014. The purchase price was approximately $30.1 million, paid in cash. The acquisition of Yorkshire complements the Company’s existing copper tube businesses in the Plumbing & Refrigeration segment. In 2012, Yorkshire had annual revenue of approximately $196.1 million. During the third quarter of 2014, the purchase price allocation, including all fair value measurements, was finalized. The fair value of the assets acquired totaled $20.7 million, consisting primarily of inventories of $17.6 million, property, plant, and equipment of $2.1 million, and other current assets of $1.0 million. The fair value of the liabilities assumed totaled $15.6 million, consisting primarily of accounts payable and accrued expenses of $15.2 million and other current liabilities of $0.4 million. Of the remaining purchase price, $8.1 million was allocated to tax-deductible goodwill and $16.9 million was allocated to other intangible assets. The Company recognized approximately $3.4 million of severance costs related to the reorganization of Yorkshire during the second quarter 2015. On March 30, 2015, the Company entered into a Stock Purchase Agreement with Turbotec Products, Inc. (Turbotec) providing for the purchase of all of the outstanding capital stock of Turbotec for approximately $14.2 million in cash, net of working capital adjustments. Turbotec manufactures coaxial heat exchangers and twisted tubes for the heating, ventilation, and air-conditioning (HVAC), geothermal, refrigeration, swimming pool heat pump, marine, ice machine, commercial boiler, and heat reclamation markets. The acquisition of Turbotec complements the Company’s existing refrigeration business, a component of the OEM segment. For the twelve months ended March 31, 2015, Turbotec’s net sales were approximately $21.8 million. The fair value of the assets acquired totaled $14.4 million, consisting primarily of property, plant, and equipment of $9.1 million, inventories of $3.2 million, accounts receivable of $1.9 million, other current assets of $0.1 million, and other assets of $0.1 million. The fair value of the liabilities assumed totaled $2.0 million, consisting primarily of accounts payable of $1.6 million and accrued expenses of $0.4 million. Of the remaining purchase price, $0.9 million was allocated to nontax-deductible goodwill and $0.9 million was allocated to other intangible assets. The allocation of the purchase price to long-lived assets is provisional as of June 27, 2015 and subject to change upon completion of the final valuation of the assets. The results of operations for Turbotec have been included in the accompanying Condensed Consolidated Financial Statements from the acquisition date. On June 18, 2015, the Company entered into a Membership Interest Purchase Agreement with Sherwood Valve Products, LLC (Sherwood) providing for the purchase of all of the outstanding equity interests of Sherwood for $21.8 million in cash, subject to working capital adjustments. Sherwood manufactures valves and fluid control solutions for the HVAC, refrigeration, and compressed gas markets. The acquisition of Sherwood complements the Company’s existing refrigeration businesses, a component of the OEM segment. In 2014, Sherwood had net sales of approximately $49.1 million. The fair value of the assets acquired totaled $28.7 million, consisting primarily of inventories of $14.8 million, property, plant, and equipment of $7.5 million, accounts receivable of $6.2 million, and other current assets of $0.2 million. The fair value of the liabilities assumed totaled $6.9 million, consisting primarily of accounts payable of $6.5 million, accrued wages of $0.3 million, and other current liabilities of $0.1 million. The allocation of the purchase price and review of working capital is provisional as of June 27, 2015 and subject to change upon completion of the final valuation of the assets. Dispositions On June 1, 2015, the Company sold certain assets. Simultaneously, the Company entered into a lease agreement with the purchaser of the assets for their continued use for a period of approximately 22 months (Lease Period). The total sales price was $20.2 million, of which $5.0 million was received on June 1, 2015; the Company will receive $5.0 million on December 30, 2016 and the remaining $10.2 million will be received at the end of the Lease Period. This transaction resulted in a pre-tax gain of $15.4 million in the second quarter of 2015, or 17 cents per diluted share after tax. This gain was recognized in the Plumbing & Refrigeration segment. The net book value of the assets disposed was $2.3 million. For goodwill testing purposes, these assets were part of the SPD reporting unit which is a component of the Company’s Plumbing & Refrigeration segment. Because these assets met the definition of a business in accordance with ASC 805, Business Combinations |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 27, 2015 | |
Recently Issued Accounting Standards [Abstract] | |
Recently Issued Accounting Standards | Note 10 – Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU No. 2015-04, Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employers’ Defined Benefit Obligation and Plan Assets |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 27, 2015 | |
Inventories [Abstract] | |
Inventories | (In thousands) June 27, 2015 December 27, 2014 Raw materials and supplies $ 70,487 $ 53,586 Work-in-process 51,978 39,707 Finished goods 163,497 168,481 Valuation reserves (7,025 ) (5,189 ) Inventories $ 278,937 $ 256,585 |
Industry Segments (Tables)
Industry Segments (Tables) | 6 Months Ended |
Jun. 27, 2015 | |
Industry Segments [Abstract] | |
Summary of segment information | Summarized segment information is as follows: For the Quarter Ended June 27, 2015 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 327,336 $ 230,380 $ (2,123 ) $ 555,593 Cost of goods sold 278,237 194,207 (2,079 ) 470,365 Depreciation and amortization 4,577 3,133 478 8,188 Selling, general, and administrative expense 20,473 6,239 6,708 33,420 Gain on sale of assets (15,376 ) — — (15,376 ) Severance 3,442 — — 3,442 Operating income 35,983 26,801 (7,230 ) 55,554 Interest expense (2,219 ) Other income, net 265 Income before income taxes $ 53,600 For the Quarter Ended June 28, 2014 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 397,190 $ 255,409 $ (2,908 ) $ 649,691 Cost of goods sold 336,256 224,392 (2,873 ) 557,775 Depreciation and amortization 5,096 2,892 604 8,592 Selling, general, and administrative expense 21,755 4,909 6,703 33,367 Severance 1,753 — — 1,753 Operating income 32,330 23,216 (7,342 ) 48,204 Interest expense (1,457 ) Other income, net 127 Income before income taxes $ 46,874 For the Six Months Ended June 27, 2015 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 632,353 $ 465,697 $ (5,215 ) $ 1,092,835 Cost of goods sold 538,700 397,640 (5,141 ) 931,199 Depreciation and amortization 9,100 5,988 953 16,041 Selling, general, and administrative expense 41,013 12,720 12,518 66,251 Gain on sale of assets (15,376 ) — — (15,376 ) Severance 3,442 — — 3,442 Operating income 55,474 49,349 (13,545 ) 91,278 Interest expense (4,295 ) Other income, net 370 Income before income taxes $ 87,353 For the Six Months Ended June 28, 2014 (In thousands) Plumbing & Refrigeration Segment OEM Segment Corporate and Eliminations Total Net sales $ 735,217 $ 495,439 $ (6,591 ) $ 1,224,065 Cost of goods sold 625,281 434,795 (6,524 ) 1,053,552 Depreciation and amortization 9,516 5,975 1,208 16,699 Selling, general, and administrative expense 43,410 10,167 12,931 66,508 Gain on sale of assets (1,417 ) — — (1,417 ) Severance 2,212 — — 2,212 Operating income 56,215 44,502 (14,206 ) 86,511 Interest expense (2,483 ) Other income, net 215 Income before income taxes $ 84,243 |
Benefits Plans (Tables)
Benefits Plans (Tables) | 6 Months Ended |
Jun. 27, 2015 | |
Benefits Plans [Abstract] | |
Components of net periodic benefit costs | The Company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for certain of its employees. The components of net periodic benefit cost are as follows: For the Quarter Ended For the Six Months Ended (In thousands) June 27, 2015 June 28, 2014 June 27, 2015 June 28, 2014 Pension benefits: Service cost $ 228 $ 175 $ 500 $ 397 Interest cost 2,027 2,059 4,081 4,127 Expected return on plan assets (2,655 ) (3,201 ) (5,309 ) (6,402 ) Amortization of net loss 656 189 1,370 377 Net periodic benefit cost (income) $ 256 $ (778 ) $ 642 $ (1,501 ) Other benefits: Service cost $ 84 $ 87 $ 180 $ 176 Interest cost 190 186 386 363 Amortization of prior service cost (credit) 1 (1 ) 3 (1 ) Amortization of net gain (16 ) (45 ) (13 ) (109 ) Net periodic benefit cost $ 259 $ 227 $ 556 $ 429 |
Derivative Instruments and He21
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 27, 2015 | |
Derivative Instruments and Hedging Activities [Abstract] | |
Derivative instruments designated as cash flow hedges reflected in the financial statements | The following table summarizes the location and fair value of the derivative instruments and disaggregates our net derivative assets and liabilities into gross components on a contract-by-contract basis: Asset Derivatives Liability Derivatives Fair Value Fair Value (In thousands) Balance Sheet Location June 27, 2015 December 27, 2014 Balance Sheet Location June 27, 2015 December 27, 2014 Hedging instrument: Commodity contracts - gains Other current assets $ 1,361 $ 99 Other current liabilities $ 40 $ 15 Commodity contracts - losses Other current assets — (4 ) Other current liabilities (1,319 ) (832 ) Foreign currency contracts Other current assets — — Other current liabilities (34 ) (81 ) Interest rate swap Other assets — — Other liabilities (1,921 ) (927 ) Total derivatives (1) $ 1,361 $ 95 $ (3,234 ) $ (1,825 ) (1) |
Schedule of fair value hedges | The following tables summarize the effects of derivative instruments on our Condensed Consolidated Statements of Income: Three Months Ended Six Months Ended (In thousands) Location June 27, 2015 June 28, 2014 June 27, 2015 June 28, 2014 Fair value hedges: Gain (loss) on commodity contracts (qualifying) Cost of goods sold $ 1,256 $ (20 ) $ 1,468 $ 6,271 (Loss) gain on hedged item - Inventory Cost of goods sold (1,403 ) 20 (1,650 ) (5,780 ) Undesignated derivatives: Gain (loss) on commodity contracts (nonqualifying) Cost of goods sold 1,046 (72 ) 1,279 1,466 |
Summary of activities related to derivative instruments classified as cash flow hedges | The following tables summarize amounts recognized in and reclassified from AOCI during the period: Three Months Ended June 27, 2015 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (1,159 ) Cost of goods sold $ (81 ) Foreign currency contracts 3 Depreciation expense — Interest rate swap 267 Interest expense 63 Three Months Ended June 28, 2014 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ 578 Cost of goods sold $ 168 Foreign currency contracts (25 ) Depreciation expense (63 ) Interest rate swap (1,022 ) Interest expense — Six Months Ended June 27, 2015 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (885 ) Cost of goods sold $ 490 Foreign currency contracts (52 ) Depreciation expense — Interest rate swap (765 ) Interest expense 131 Other (19 ) Other — Six Months Ended June 28, 2014 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (432 ) Cost of goods sold $ 459 Foreign currency contracts (3 ) Depreciation expense (237 ) Interest rate swap (1,267 ) Interest expense — |
Accumulated Other Comprehensi22
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 27, 2015 | |
Accumulated Other Comprehensive Income [Abstract] | |
Changes in accumulated OCI by component, net of taxes and noncontrolling interest | The following table provides changes in AOCI by component, net of taxes and noncontrolling interest (amounts in parentheses indicate debits to AOCI): For the Six Months Ended June 27, 2015 (In thousands) Cumulative Translation Adjustment Unrealized (Losses)/Gains on Derivatives Minimum Pension/OPEB Liability Adjustment Unrealized Gains on Equity Investments Total Balance at December 27, 2014 $ (7,076 ) $ (953 ) $ (35,164 ) $ 270 $ (42,923 ) Other comprehensive income (loss) before reclassifications (947 ) (1,722 ) (229 ) 7 (2,891 ) Amounts reclassified from AOCI — 621 998 — 1,619 Net current-period other comprehensive income (947 ) (1,101 ) 769 7 (1,272 ) Balance at June 27, 2015 $ (8,023 ) $ (2,054 ) $ (34,395 ) $ 277 $ (44,195 ) For the Six Months Ended June 28, 2014 (In thousands) Cumulative Translation Adjustment Unrealized (Losses)/Gains on Derivatives Minimum Pension/OPEB Liability Adjustment Unrealized Gains on Equity Investments Total Balance at December 28, 2013 $ (462 ) $ 1,546 $ (12,158 ) $ 255 $ (10,819 ) Other comprehensive income (loss) before reclassifications 3,713 (1,698 ) (388 ) 9 1,636 Amounts reclassified from AOCI — 222 232 — 454 Net current-period other comprehensive income 3,713 (1,476 ) (156 ) 9 2,090 Balance at June 28, 2014 $ 3,251 $ 70 $ (12,314 ) $ 264 $ (8,729 ) |
Reclassification adjustments out of accumulated OCI | Reclassification adjustments out of AOCI were as follows: Amount reclassified from AOCI For the Three Months Ended (In thousands) June 27, 2015 June 28, 2014 Affected line item Unrealized losses/(gains) on derivatives: Commodity contracts $ (111 ) $ 208 Cost of goods sold Foreign currency contracts — (99 ) Depreciation expense Interest rate swap 98 — Interest expense (5 ) (4 ) Income tax expense (18 ) 105 Net of tax — — Noncontrolling interest $ (18 ) $ 105 Net of tax and noncontrolling interest Amortization of net loss and prior service cost on employee benefit plans $ 641 $ 143 Selling, general, and administrative expense (164 ) (22 ) Income tax expense 477 121 Net of tax — — Noncontrolling interest $ 477 $ 121 Net of tax and noncontrolling interest Amount reclassified from AOCI For the Six Months Ended (In thousands) June 27, 2015 June 28, 2014 Affected line item Unrealized losses/(gains) on derivatives: Commodity contracts $ 651 $ 565 Cost of goods sold Foreign currency contracts — (375 ) Depreciation expense Interest rate swap 204 — Interest expense (234 ) 32 Income tax (expense) benefit 621 222 Net of tax — — Noncontrolling interest $ 621 $ 222 Net of tax and noncontrolling interest Amortization of net loss and prior service cost on employee benefit plans $ 1,360 $ 267 Selling, general, and administrative expense (362 ) (35 ) Income tax expense 998 232 Net of tax — — Noncontrolling interest $ 998 $ 232 Net of tax and noncontrolling interest |
Earnings per Common Share (Deta
Earnings per Common Share (Details) shares in Thousands | 3 Months Ended |
Jun. 27, 2015shares | |
Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 24 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Jun. 27, 2015 - USD ($) $ in Millions | Total |
Commitments and Contingencies [Abstract] | |
Term of guarantees | 1 year |
Payments required to be made under guarantees, maximum | $ 8.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 27, 2015 | Dec. 27, 2014 |
Inventories [Abstract] | ||
Raw materials and supplies | $ 70,487 | $ 53,586 |
Work-in-process | 51,978 | 39,707 |
Finished goods | 163,497 | 168,481 |
Valuation reserves | (7,025) | (5,189) |
Inventories | $ 278,937 | $ 256,585 |
Industry Segments (Details)
Industry Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Industry Segments [Abstract] | ||||
Decrease in accruals related to import duties included in cost of goods sold | $ 3,100 | |||
Summary of segment information [Abstract] | ||||
Net sales | $ 555,593 | $ 649,691 | $ 1,092,835 | 1,224,065 |
Cost of goods sold | 470,365 | 557,775 | 931,199 | 1,053,552 |
Depreciation and amortization | 8,188 | 8,592 | 16,041 | 16,699 |
Selling, general, and administrative expense | 33,420 | 33,367 | 66,251 | 66,508 |
Gain on sale of assets | (15,376) | 0 | (15,376) | (1,417) |
Severance | 3,442 | 1,753 | 3,442 | 2,212 |
Operating income | 55,554 | 48,204 | 91,278 | 86,511 |
Interest expense | (2,219) | (1,457) | (4,295) | (2,483) |
Other income, net | 265 | 127 | 370 | 215 |
Income before income taxes | 53,600 | 46,874 | 87,353 | 84,243 |
Corporate and Eliminations [Member] | ||||
Summary of segment information [Abstract] | ||||
Net sales | (2,123) | (2,908) | (5,215) | (6,591) |
Cost of goods sold | (2,079) | (2,873) | (5,141) | (6,524) |
Depreciation and amortization | 478 | 604 | 953 | 1,208 |
Selling, general, and administrative expense | 6,708 | 6,703 | 12,518 | 12,931 |
Gain on sale of assets | 0 | 0 | 0 | |
Severance | 0 | 0 | 0 | 0 |
Operating income | (7,230) | (7,342) | (13,545) | (14,206) |
Plumbing and Refrigeration Segment [Member] | Operating Segments [Member] | ||||
Summary of segment information [Abstract] | ||||
Net sales | 327,336 | 397,190 | 632,353 | 735,217 |
Cost of goods sold | 278,237 | 336,256 | 538,700 | 625,281 |
Depreciation and amortization | 4,577 | 5,096 | 9,100 | 9,516 |
Selling, general, and administrative expense | 20,473 | 21,755 | 41,013 | 43,410 |
Gain on sale of assets | (15,376) | (15,376) | (1,417) | |
Severance | 3,442 | 1,753 | 3,442 | 2,212 |
Operating income | 35,983 | 32,330 | 55,474 | 56,215 |
OEM Segment [Member] | Operating Segments [Member] | ||||
Summary of segment information [Abstract] | ||||
Net sales | 230,380 | 255,409 | 465,697 | 495,439 |
Cost of goods sold | 194,207 | 224,392 | 397,640 | 434,795 |
Depreciation and amortization | 3,133 | 2,892 | 5,988 | 5,975 |
Selling, general, and administrative expense | 6,239 | 4,909 | 12,720 | 10,167 |
Gain on sale of assets | 0 | 0 | 0 | |
Severance | 0 | 0 | 0 | 0 |
Operating income | $ 26,801 | $ 23,216 | $ 49,349 | $ 44,502 |
Benefits Plans (Details)
Benefits Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Pension Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | $ 228 | $ 175 | $ 500 | $ 397 |
Interest cost | 2,027 | 2,059 | 4,081 | 4,127 |
Expected return on plan assets | (2,655) | (3,201) | (5,309) | (6,402) |
Amortization of net loss (gain) | 656 | 189 | 1,370 | 377 |
Net periodic benefit cost (income) | 256 | (778) | 642 | (1,501) |
Other Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | 84 | 87 | 180 | 176 |
Interest cost | 190 | 186 | 386 | 363 |
Amortization of prior service cost (credit) | 1 | (1) | 3 | (1) |
Amortization of net loss (gain) | (16) | (45) | (13) | (109) |
Net periodic benefit cost (income) | $ 259 | $ 227 | $ 556 | $ 429 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |
Income Taxes [Abstract] | ||||
Effective tax rate (in hundredths) | 37.00% | 25.00% | 36.00% | 29.00% |
Reduction for U.S. production activities | $ 1.2 | $ 1.4 | $ 2.2 | $ 2.6 |
Income tax expense benefit miscellaneous and other | 0.6 | 1 | ||
Provision for state income taxes | $ 1.4 | 1.2 | 2.2 | 2.5 |
Increase (decrease) in valuation allowances | $ (4.8) | (5.7) | ||
Effect of foreign adjustments | $ 0.4 | $ 0.3 |
Derivative Instruments and He29
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 27, 2015 | Dec. 27, 2014 | ||
Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Assets fair value | [1] | $ 1,361 | $ 95 |
Liabilities fair value | [1] | (3,234) | (1,825) |
Commodity Contracts [Member] | Cash Flow Hedging [Member] | Long [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Open future contracts to purchase copper | $ 26,800 | ||
Time period for open copper future contract purchases | 13 months | ||
Fair value of future contracts with gain (loss) position | $ (1,300) | ||
Commodity Contracts [Member] | Fair Value Hedging [Member] | Short [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Open future contracts to sell copper | $ 28,100 | ||
Time period for open copper future contract sales | 6 months | ||
Fair value of future contracts with gain (loss) position | $ 1,300 | ||
Other Current Asset [Member] | Commodity Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets: Gain positions | 1,361 | 99 | |
Other current assets: Loss positions | 0 | (4) | |
Other Current Asset [Member] | Foreign Currency Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current assets: Gain positions | 0 | 0 | |
Other Assets [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other assets: Gain positions | 0 | 0 | |
Other Current Liabilities [Member] | Commodity Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current liability: Gain positions | 40 | 15 | |
Other current liability: Loss positions | (1,319) | (832) | |
Other Current Liabilities [Member] | Foreign Currency Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other current liability: Loss positions | (34) | (81) | |
Other Liabilities [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Other liabilities: Loss positions | $ (1,921) | $ (927) | |
[1] | Does not include the impact of cash collateral received from or provided to counterparties. |
Derivative Instruments and He30
Derivative Instruments and Hedging Activities Part 2 (Details) $ in Thousands, € in Millions | Feb. 20, 2013USD ($) | Jun. 27, 2015USD ($) | Jun. 28, 2014USD ($) | Jun. 27, 2015USD ($) | Jun. 28, 2014USD ($) | Jun. 27, 2015EUR (€) | Dec. 27, 2014USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Restricted cash in other current assets as collateral related to open derivative contracts | $ 1,500 | $ 1,500 | $ 500 | ||||
Commodity Contracts [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Deferred net gains (losses), net of tax, included in AOCI | (919) | (919) | |||||
Commodity Contracts [Member] | Not Designated as Hedging Instrument [Member] | Cost of Goods Sold [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (loss) on undesignated derivatives | 1,046 | $ (72) | 1,279 | $ 1,466 | |||
Commodity Contracts [Member] | Cash Flow Hedging [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax | (1,159) | 578 | (885) | (432) | |||
Commodity Contracts [Member] | Cash Flow Hedging [Member] | Cost of Goods Sold [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax | (81) | 168 | 490 | 459 | |||
Commodity Contracts [Member] | Fair Value Hedging [Member] | Cost of Goods Sold [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (loss) on the derivatives in designated and qualifying fair value hedges | 1,256 | (20) | $ 1,468 | 6,271 | |||
Foreign Currency Contracts [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Notional amount | € | € 3.4 | ||||||
Time period for open forward contracts to purchase | 5 months | ||||||
Deferred net gains (losses), net of tax, included in AOCI | 104 | $ 104 | |||||
Foreign Currency Contracts [Member] | Cash Flow Hedging [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax | 3 | (25) | (52) | (3) | |||
Foreign Currency Contracts [Member] | Cash Flow Hedging [Member] | Depreciation Expense [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax | 0 | (63) | 0 | (237) | |||
Inventory [Member] | Fair Value Hedging [Member] | Cost of Goods Sold [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (loss) on the derivatives in designated and qualifying fair value hedges | (1,403) | 20 | $ (1,650) | (5,780) | |||
Interest Rate Swap [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Notional amount | $ 200,000 | ||||||
Period of interest rate swap | 2 years | ||||||
Interest rate swap, fixed interest rate (in hundredths) | 1.40% | ||||||
Term loan facility, all-in fixed interest rate (in hundredths) | 2.70% | ||||||
Interest rate swap maturity date | Dec. 11, 2017 | ||||||
Deferred net gains (losses), net of tax, included in AOCI | (1,200) | $ (1,200) | |||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax | 267 | (1,022) | (765) | (1,267) | |||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Interest Expense [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax | $ 63 | $ 0 | 131 | $ 0 | |||
Other [Member] | Cash Flow Hedging [Member] | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax | (19) | ||||||
Loss (Gain) Reclassified from AOCI (Effective Portion), Net of Tax | $ 0 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | |||||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||||||||
Beginning balance | $ (42,923) | $ (10,819) | ||||||
Other comprehensive income (loss) before reclassifications | (2,891) | 1,636 | ||||||
Amounts reclassified from AOCI | 1,619 | 454 | ||||||
Net current-period other comprehensive income | (1,272) | 2,090 | ||||||
Ending balance | $ (44,195) | $ (8,729) | (44,195) | (8,729) | ||||
Reclassification adjustments out of AOCI [Abstract] | ||||||||
Cost of goods sold | (470,365) | (557,775) | (931,199) | (1,053,552) | ||||
Depreciation expense | (16,293) | (16,840) | ||||||
Interest expense | (2,219) | (1,457) | (4,295) | (2,483) | ||||
Net of tax and noncontrolling interest | (903) | [1] | (360) | [2] | (1,101) | [3] | (1,476) | [4] |
Selling, general, and administrative expense | (33,420) | (33,367) | (66,251) | (66,508) | ||||
Cumulative Translation Adjustment [Member] | ||||||||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||||||||
Beginning balance | (7,076) | (462) | ||||||
Other comprehensive income (loss) before reclassifications | (947) | 3,713 | ||||||
Amounts reclassified from AOCI | 0 | 0 | ||||||
Net current-period other comprehensive income | (947) | 3,713 | ||||||
Ending balance | (8,023) | 3,251 | (8,023) | 3,251 | ||||
Unrealized Losses/(Gains) on Derivatives [Member] | ||||||||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||||||||
Beginning balance | (953) | 1,546 | ||||||
Other comprehensive income (loss) before reclassifications | (1,722) | (1,698) | ||||||
Amounts reclassified from AOCI | 621 | 222 | ||||||
Net current-period other comprehensive income | (1,101) | (1,476) | ||||||
Ending balance | (2,054) | 70 | (2,054) | 70 | ||||
Unrealized Losses/(Gains) on Derivatives [Member] | Amount Reclassified from AOCI [Member] | ||||||||
Reclassification adjustments out of AOCI [Abstract] | ||||||||
Cost of goods sold | (111) | 208 | 651 | 565 | ||||
Depreciation expense | 0 | (99) | 0 | (375) | ||||
Interest expense | 98 | 0 | 204 | 0 | ||||
Income tax (expense) benefit | (5) | (4) | (234) | 32 | ||||
Net of tax | (18) | 105 | 621 | 222 | ||||
Noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net of tax and noncontrolling interest | (18) | 105 | 621 | 222 | ||||
Minimum Pension/OPEB Liability Adjustment [Member] | ||||||||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||||||||
Beginning balance | (35,164) | (12,158) | ||||||
Other comprehensive income (loss) before reclassifications | (229) | (388) | ||||||
Amounts reclassified from AOCI | 998 | 232 | ||||||
Net current-period other comprehensive income | 769 | (156) | ||||||
Ending balance | (34,395) | (12,314) | (34,395) | (12,314) | ||||
Minimum Pension/OPEB Liability Adjustment [Member] | Amount Reclassified from AOCI [Member] | ||||||||
Reclassification adjustments out of AOCI [Abstract] | ||||||||
Selling, general, and administrative expense | 641 | 143 | 1,360 | 267 | ||||
Income tax expense | (164) | (22) | (362) | (35) | ||||
Net of tax | 477 | 121 | 998 | 232 | ||||
Noncontrolling interest | 0 | 0 | 0 | 0 | ||||
Net of tax and noncontrolling interest | 477 | 121 | 998 | 232 | ||||
Unrealized Gains on Equity Investments [Member] | ||||||||
Changes In Accumulated Other Comprehensive Income [Roll Forward] | ||||||||
Beginning balance | 270 | 255 | ||||||
Other comprehensive income (loss) before reclassifications | 7 | 9 | ||||||
Amounts reclassified from AOCI | 0 | 0 | ||||||
Net current-period other comprehensive income | 7 | 9 | ||||||
Ending balance | $ 277 | $ 264 | $ 277 | $ 264 | ||||
[1] | Net of tax of $166 | |||||||
[2] | Net of tax of $275 | |||||||
[3] | Net of tax of $440 | |||||||
[4] | Net of tax of $865 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 18, 2015 | Jun. 01, 2015 | Mar. 30, 2015 | Feb. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | Jun. 27, 2015 | Jun. 28, 2014 | Mar. 31, 2015 | Dec. 27, 2014 | Dec. 29, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Cash proceeds from sale of property | $ 5,518 | $ 4,874 | |||||||||
Pre-tax gain on sale of property | $ 15,376 | $ 0 | $ 15,376 | $ 1,417 | |||||||
DWV Ontario Manufacturing Assets [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Lease-back term | 22 months | ||||||||||
Total sales price of property | $ 20,200 | ||||||||||
Cash proceeds from sale of property | 5,000 | ||||||||||
Deferred revenue - current | 5,000 | $ 5,000 | |||||||||
Deferred revenue - noncurrent | $ 10,200 | 10,200 | |||||||||
Pre-tax gain on sale of property | $ 15,400 | ||||||||||
Amount of pre diluted share after tax (in dollars per share) | $ 0.17 | ||||||||||
Carrying value of disposal assets | $ 2,300 | ||||||||||
Disposal group - goodwill | $ 2,400 | ||||||||||
KME Yorkshire Limited [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cost of acquisition | $ 30,100 | ||||||||||
Pro forma net sales | $ 196,100 | ||||||||||
Fair value of assets acquired | 20,700 | ||||||||||
Fair value of assets acquired - property, plant and equipment | 2,100 | ||||||||||
Fair value of assets acquired - inventories | 17,600 | ||||||||||
Fair value of assets acquired - other current assets | 1,000 | ||||||||||
Fair value of liabilities assumed | 15,600 | ||||||||||
Fair value of liabilities assumed - accounts payable and accrued expenses | 15,200 | ||||||||||
Fair value of liabilities assumed - other current liabilities | 400 | ||||||||||
Remaining purchase price allocated to tax-deductible goodwill | 8,100 | ||||||||||
Remaining purchase price allocated to other intangible assets | $ 16,900 | ||||||||||
Severance costs related to reorganization | $ 3,400 | ||||||||||
Turbotec Products, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cost of acquisition | $ 14,200 | ||||||||||
Pro forma net sales | $ 21,800 | ||||||||||
Fair value of assets acquired | 14,400 | ||||||||||
Fair value of assets acquired - property, plant and equipment | 9,100 | ||||||||||
Fair value of assets acquired - inventories | 3,200 | ||||||||||
Fair value of assets acquired - accounts receivable | 1,900 | ||||||||||
Fair value of assets acquired - other current assets | 100 | ||||||||||
Fair value of assets acquired - other assets | 100 | ||||||||||
Fair value of liabilities assumed | 2,000 | ||||||||||
Fair value of liabilities assumed - accounts payable | 1,600 | ||||||||||
Fair value of liabilities assumed - accrued expenses | 400 | ||||||||||
Remaining purchase price allocated nontax-deductible goodwill | 900 | ||||||||||
Remaining purchase price allocated to other intangible assets | $ 900 | ||||||||||
Sherwood Valve Products, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cost of acquisition | $ 21,800 | ||||||||||
Pro forma net sales | $ 49,100 | ||||||||||
Fair value of assets acquired | 28,700 | ||||||||||
Fair value of assets acquired - property, plant and equipment | 7,500 | ||||||||||
Fair value of assets acquired - inventories | 14,800 | ||||||||||
Fair value of assets acquired - accounts receivable | 6,200 | ||||||||||
Fair value of assets acquired - other current assets | 200 | ||||||||||
Fair value of liabilities assumed | 6,900 | ||||||||||
Fair value of liabilities assumed - accounts payable | 6,500 | ||||||||||
Fair value of liabilities assumed - accrued expenses | 300 | ||||||||||
Fair value of liabilities assumed - other current liabilities | $ 100 |