XML 34 R23.htm IDEA: XBRL DOCUMENT v3.10.0.1
Derivative Financial Instruments
9 Months Ended
Sep. 30, 2018
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

15. Derivative Financial Instruments

 

The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on debt obligations, and foreign currency exposures. Derivative instruments utilized during the period include interest rate swap agreements and foreign currency contracts. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each period. The counterparties to the Company's contractual derivative agreements are all major international financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties. For designated hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.

Cross Currency Interest Rate Swaps

The Company is exposed to foreign currency and interest rate cash flow exposure related to non-functional currency long-term debt of the Company’s wholly owned Dutch subsidiary.  The currency adjustments related to this loan are recorded in Other non-operating (income) expense, net. The offsetting gains and losses on the related derivative contracts are also recorded in Other non-operating (income) expense, net. To manage this foreign currency and interest rate cash flow exposure, the Company entered into a cross-currency interest rate swap that converts $100.0 million of U.S. dollar denominated floating interest payments to functional currency (euro) fixed interest payments during the life of the hedging instrument. In addition, the Company entered into two cross-currency interest rate swaps that convert an additional $70.0 million of the U.S. dollar denominated floating interest payments to functional currency (euro) floating interest payments during the life of the hedging instruments. The effective period of one of the cross-currency interest rate swaps, in the amount of $30 million, expired as of December 31, 2017. The effective period of the second of these two cross-currency interest rate swaps, in the original amount of $40 million, now currently $30 million, expires on December 31, 2018. As changes in foreign exchange and interest rates impact the future cash flow of interest payments, the hedges are intended to offset changes in cash flows attributable to interest rate and foreign exchange movements.

The Company designated the $100.0 million swap as a cash flow hedge, with the effective portion of the gain or loss on the derivative reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction impacts earnings.  There were no amounts recorded for ineffectiveness for the periods reported herein related to the cross-currency interest rate swaps.  

Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income and reclassified into earnings as the underlying hedged item affects earnings. As of September 30, 2018, and 2017, approximately $0.9 million and $0.3 million of net unrealized gains related to the cross-currency interest rate swaps were included in accumulated other comprehensive income (loss), respectively.

 

Interest Rate Swap

 

In January 2017, the Company entered into an interest rate swap agreement designed to fix the variable interest rate payable on a portion of its outstanding borrowings under the 2015 Credit Agreement, for a notional value of $50.0 million, at 1.625%.  The effective date was January 31, 2017 and the maturity date is January 31, 2020.

The interest rate swap agreement was designed to manage exposure to interest rates on the Company’s variable rate indebtedness. The Company recognizes all derivatives on its balance sheet at fair value. The Company has designated this interest rate swap agreement as a cash flow hedge. Changes in the fair value of the swap will be recognized in other comprehensive income until the hedged items are recognized in earnings. Hedge ineffectiveness, if any, associated with the swap will be reported by the Company in interest expense.

 

The following table summarizes outstanding swaps that the Company has recorded at September 30, 2018. 

 

 

 

 

 

Initial US$

 

 

 

 

 

 

 

 

 

 

 

Date

 

Derivative

 

Notional

 

 

 

 

 

 

 

 

 

 

 

Entered

 

Financial

 

Amount

 

 

Floating Leg

 

 

 

Floating Leg

 

Settlement

 

Effective

into

 

Instrument

 

(thousands)

 

 

(swap counterparty)

 

Fixed Rate

 

(Company)

 

Dates

 

Period of Swap

12/21/2016

 

Cross currency interest rate swap

 

$

100,000

 

 

Variable rate 1-month USD Libor plus 1.50% to 3/31/17 and 1.75% thereafter

 

1.027%

EUR

 

N/A

 

Monthly on the last banking day of each month commencing December 30, 2016

 

12/23/2016 - 12/31/2019

12/21/2016

 

Cross currency interest rate swap

 

 

40,000

 

 

Variable rate 1-month USD Libor plus 1.50% to 3/31/17 and 1.75% thereafter

 

N/A

 

Variable rate 1-month EURIBOR, floored at 0.00%, plus 0.920%

 

Monthly on the last banking day of each month commencing December 30, 2016

 

12/23/2016 - 12/31/2018

1/31/2017

 

Interest rate swap

 

 

50,000

 

 

Variable rate 1-month USD Libor

 

1.625%

USD

 

N/A

 

Monthly on the last banking day of each month commencing February 28, 2017

 

1/31/2017 - 1/31/2020

 

The following table summarizes the location and fair value, using Level 2 inputs (see Note 5, Fair Value of Financial Instruments, for a description of the fair value levels), of the Company's derivatives designated and not designated as hedging instruments in the unaudited condensed consolidated balance sheets (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

December, 31

 

 

 

Balance Sheet Location

 

2018

 

 

2017

 

Designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Cross currency swap agreements

 

Accruals and other liabilities

 

$

11,458

 

 

$

15,569

 

Interest rate swap agreement

 

Other long-term assets

 

 

(717)

 

 

 

(345)

 

Not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Cross currency swap agreements

 

Accruals and other liabilities

 

 

3,415

 

 

 

4,597

 

 

 

 

 

$

14,156

 

 

$

19,821

 

 

The following table summarizes the location of (gain) loss reclassified from Accumulated other comprehensive loss into earnings for derivatives designated as hedging instruments and the location of (gain) loss for our derivatives not designated as hedging instruments in the unaudited condensed consolidated statements of income (in thousands).

 

 

 

 

 

September 30,

 

 

December, 31

 

 

 

Income Statement Location

 

2018

 

 

2017

 

Designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Cross currency swap agreements

 

Other non-operating (income) expense, net

 

$

(2,969

)

 

$

13,242

 

Not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Cross currency swap agreements

 

Other non-operating (income) expense, net

 

 

(1,182

)

 

 

3,708

 

 

 

 

 

$

(4,151

)

 

$

16,950

 

 

On October 1, 2018, the Company and Fortive consummated the Fortive Transaction.  In connection with consummating the Fortive Transaction, the Company entered into a new credit facility and refinanced the amounts due under the 2015 Credit Agreement as contemplated by the Commitment Letter.

On October 2, 2018, the Company terminated both the $100 million, and the $40 million cross-currency interest rate swap agreements. As a result, The Company reclassified the associated liabilities for each of the cross- currency swap agreements, totaling approximately $14.8 million, to short term on the balance sheet for the quarter ended September 30, 2018. In addition, The Company paid approximately $14.0 million in termination fees to the Counterparty on that date. Refer to Note 17, Subsequent Events for more information concerning the termination of these financial instruments.