UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 10-Q
_________
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-362
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(260 ) 824-2900
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Global Select Market | |||||||||||||||||
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) | |||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| ☒ | No | ☐ | |||||||||
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||
| Emerging Growth Company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Yes | No | ☒ | |||||||||
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Outstanding at | ||||||||
| Class of Common Stock Par Value | April 29, 2022 | |||||||
| $ | ||||||||
2
FRANKLIN ELECTRIC CO., INC.
TABLE OF CONTENTS
| Page | |||||||||||
| PART I. | FINANCIAL INFORMATION | Number | |||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II. | OTHER INFORMATION | ||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 6. | |||||||||||
3
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| First Quarter Ended | |||||||||||
| (In thousands, except per share amounts) | March 31, 2022 | March 31, 2021 | |||||||||
| Net sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling, general, and administrative expenses | |||||||||||
| Restructuring expense | |||||||||||
| Operating income | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income/(expense), net | ( | ( | |||||||||
| Foreign exchange income/(expense) | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | $ | $ | |||||||||
| Less: Net (income)/expense attributable to noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Franklin Electric Co., Inc. | $ | $ | |||||||||
| Income per share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
4
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)
| First Quarter Ended | |||||||||||
| (In thousands) | March 31, 2022 | March 31, 2021 | |||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income/(loss), before tax: | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Employee benefit plan activity | |||||||||||
| Other comprehensive income/(loss) | ( | ||||||||||
| Income tax expense related to items of other comprehensive income/(loss) | ( | ( | |||||||||
| Other comprehensive income/(loss), net of tax | ( | ||||||||||
| Comprehensive income | |||||||||||
| Less: Comprehensive income/(loss) attributable to noncontrolling interests | |||||||||||
| Comprehensive income attributable to Franklin Electric Co., Inc. | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In thousands, except per share amounts) | March 31, 2022 | December 31, 2021 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowances of $ | |||||||||||
| Inventories: | |||||||||||
| Raw material | |||||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, at cost: | |||||||||||
| Land and buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Other | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less: Allowance for depreciation | ( | ( | |||||||||
| Property, plant, and equipment, net | |||||||||||
| Right-of-use asset, net | |||||||||||
| Deferred income taxes | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
6
| March 31, 2022 | December 31, 2021 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current lease liability | |||||||||||
| Income taxes | |||||||||||
| Current maturities of long-term debt and short-term borrowings | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term lease liability | |||||||||||
| Income taxes payable non-current | |||||||||||
| Deferred income taxes | |||||||||||
| Employee benefit plans | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (see Note 15) | |||||||||||
| Redeemable noncontrolling interest | ( | ||||||||||
| Shareholders' equity: | |||||||||||
Common stock ( | |||||||||||
| Additional capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
7
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | |||||||||||
| (In thousands) | March 31, 2022 | March 31, 2021 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| (Gain)/Loss on disposals of plant and equipment | |||||||||||
| Foreign exchange (income)/expense | |||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventory | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Operating leases | ( | ( | |||||||||
| Income taxes | |||||||||||
| Employee benefit plans | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash flows from operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Cash paid for acquisitions, net of cash acquired | |||||||||||
| Other, net | |||||||||||
| Net cash flows from investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Proceeds from issuance of common stock | |||||||||||
| Purchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash flows from financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ( | |||||||||
| Net change in cash and equivalents | ( | ( | |||||||||
| Cash and equivalents at beginning of period | |||||||||||
| Cash and equivalents at end of period | $ | $ | |||||||||
8
| Three Months Ended | |||||||||||
| (In thousands) | March 31, 2022 | March 31, 2021 | |||||||||
| Cash paid for income taxes, net of refunds | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Non-cash items: | |||||||||||
| Additions to property, plant, and equipment, not yet paid | $ | $ | |||||||||
| Right-of-Use Assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
9
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Page Number | ||||||||
| Note 1. | ||||||||
| Note 2. | ||||||||
| Note 3. | ||||||||
| Note 4. | ||||||||
| Note 5. | ||||||||
| Note 6. | ||||||||
| Note 7. | ||||||||
| Note 8. | ||||||||
| Note 9. | ||||||||
| Note 10. | ||||||||
| Note 11. | ||||||||
| Note 12. | ||||||||
| Note 13. | ||||||||
| Note 14. | ||||||||
| Note 15. | ||||||||
| Note 16. | ||||||||
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACCOUNTING PRONOUNCEMENTS
Adoption of New Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for various convertible instruments and reduces form-over-substance-based accounting conclusions for the derivatives scope exception for contracts in an entity’s own equity. The FASB also updated Earnings Per Share (“EPS”) guidance under Topic 260 by requiring an entity to consider the potential effect of share settlement in the diluted EPS calculation for instruments that may be settled in cash or shares as well as other amendments. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2021 with early adoption permitted but no earlier than fiscal years beginning after December 15, 2020. The guidance should be adopted at the beginning of a fiscal year. ASU 2020-06 should be applied on either a retrospective or modified retrospective basis. The Company adopted the standard effective January 1, 2022 using the modified retrospective approach, and it did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
Accounting Standards Issued But Not Yet Adopted
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires entities to recognize and measure contracts on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This will improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. ASU 2021-08 should be applied on a prospective basis to business combinations that occur after the effective date. The Company is still determining the date of adoption for this ASU, but does not anticipate the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
3. ACQUISITIONS
During the fourth quarter ended December 31, 2021, the Company acquired 100 percent of the ownership interests of B&R Industries, Inc. ("B&R"), a water treatment equipment provider located in Mesa, Arizona, for a cash purchase price of $16.2 million after purchase price adjustments based on the level of working capital acquired. B&R will be included as part of the Water Systems segment of the Company. The Company also acquired, in a separate transaction, 100 percent of the ownership interests of Blake Group Holdings, Inc. ("Blake"), a professional groundwater distributor operating in the northeast United States for a cash purchase price of $28.6 million after purchase price adjustments based on the level of working capital acquired. Blake will be included as part of the Distribution segment of the Company. The fair value of the assets acquired and liabilities assumed for both acquisitions is preliminary as of March 31, 2022.
During the third quarter ended September 30, 2021, the Company acquired 100 percent of the ownership interests of Minetuff Dewatering Pumps Australia Pty Ltd for a cash purchase price of $13.7 million after purchase price adjustments based on the level of working capital acquired. Minetuff manufactures and sells submersible pumps, spare parts, and accessories to the mining industry and will expand the Company’s existing product offerings and channel access in the Water Systems segment. The fair value of the assets acquired and liabilities assumed for the acquisition is preliminary as of March 31, 2022.
11
During the second quarter ended June 30, 2021, the Company acquired, in separate transactions, 100 percent of the ownership interests of Puronics, Inc. and its wholly owned subsidiaries, headquartered in Livermore, California, and 100 percent of the ownership interests of New Aqua, LLC and its wholly owned subsidiaries, headquartered in Indianapolis, Indiana. Both Puronics and New Aqua are water treatment equipment providers and will be included as a part of the Water Systems segment of the Company. In a separate transaction during the second quarter ended June 30, 2021, the Company acquired all of the assets of Power Integrity Services, LLC, a North Carolina-based company, which will be included in the Fueling Systems segment of the Company.
In another separate transaction during the second quarter ended June 30, 2021, the Company acquired all of the assets of Atlantic Turbine Pump, LLC, a Georgia-based company, which will be included in the Distribution segment of the Company. The Company recorded estimated fair values that exceed the acquisition price by $0.4 million, representing a bargain purchase gain due to favorable market conditions within the "Other income/(expense), net" line in the consolidated statements of income for the year ended December 31, 2021.
The combined, all-cash purchase price for all acquisitions in the second quarter was $185.5 million after purchase price adjustments based on the level of working capital acquired. The fair value of the assets acquired and liabilities assumed for all acquisitions are preliminary as of March 31, 2022.
The identifiable intangible assets recognized in the separate transactions in 2021, were $131.9 million, and consist primarily of customer relationships and trade names from New Aqua of $93.7 million, which will be amortized using the straight-line method over 12 - 20 years.
The goodwill of $65.4 million resulting from the acquisitions in 2021 consists primarily of expanded geographical presence and product channel expansion. Goodwill deductible for tax purposes is $61.6 million from the acquisitions in 2021. Goodwill was recorded in the Water Systems and Fueling Systems segments.
The preliminary purchase price assigned to the major identifiable assets and liabilities for all acquisitions in 2021 on an aggregated basis is as follows:
| (In millions) | ||||||||
| Assets: | ||||||||
| Inventory | $ | |||||||
| Intangible assets | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Less: Bargain purchase gain | ||||||||
| Total consideration paid | $ | |||||||
For all acquisitions in 2021, consolidated revenue for the first quarter ended March 31, 2021 was $45.3 million, which would be incremental to the Company's revenue had the acquisitions occurred on the first day of 2021. Consolidated revenue for the first quarter ended March 31, 2022 was $48.2 million. The Company has not presented separate results of operations since closing or combined pro forma financial information of the Company and the acquired interest since the beginning of 2021, as the results of operations for all acquisitions is immaterial.
Transaction costs were expensed as incurred under the guidance of FASB Accounting Standards Codification Topic 805, Business Combinations. There were $0.2 million and $0.1 million of transaction costs included in the "Selling, general, and administrative expenses" line of the Company's condensed consolidated statements of income for the first quarter ended March 31, 2022 and March 31, 2021, respectively.
4. FAIR VALUE MEASUREMENTS
12
requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value within the hierarchy are as follows:
Level 1 – Quoted prices for identical assets and liabilities in active markets;
Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| (In millions) | March 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Assets: | ||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Share swap transaction | ||||||||||||||
| Forward currency contracts assets | ||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Forward currency contracts liabilities | $ | $ | $ | $ | ||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||
| December 31, 2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||
| Assets: | ||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Share swap transaction | ||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||
The Company’s Level 1 cash equivalents assets are generally comprised of foreign bank guaranteed certificates of deposit and short term deposits. The share swap transaction and forward currency contracts assets and liabilities are recorded within the "Receivables" and "Accounts Payable" lines of the condensed consolidated balance sheets and are further described in Note 5 - Financial Instruments.
The Company has no assets or liabilities measured on a recurring basis classified as Level 3.
5. FINANCIAL INSTRUMENTS
13
March 31, 2022 and March 31, 2021, the swap resulted in a loss of $2.4 million and a gain of $2.7 million, respectively. Gains and losses resulting from the swap were largely offset by gains and losses on the fair value of the deferred compensation stock liability. All gains or losses and expenses related to the swap are recorded in the Company's condensed consolidated statements of income within the “Selling, general, and administrative expenses” line.
The Company is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business including making sales and purchases of raw materials and finished goods in foreign denominated currencies with third party customers and suppliers as well as to wholly owned subsidiaries of the Company. To reduce its exposure to foreign currency exchange rate volatility, the Company enters into various forward currency contracts to offset these fluctuations. The Company uses forward currency contracts only in an attempt to limit underlying exposure from foreign currency exchange rate fluctuations and to minimize earnings volatility associated with foreign currency exchange rate fluctuations and has not elected to use hedge accounting. Decisions on whether to use such derivative instruments are primarily based on the amount of exposure to the currency involved and an assessment of the near-term market value for each currency. For the first quarter ended March 31, 2022, the forward currency contracts resulted in a loss of $0.2 million and is recorded in the Company's condensed consolidated statements of income within the "Foreign exchange income/(expense)" line.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
| (In millions) | March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||
| Amortizing intangibles: | ||||||||||||||||||||||||||
| Customer relationships | ( | ( | ||||||||||||||||||||||||
| Patents | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Technology | ( | ( | ||||||||||||||||||||||||
| Trade names | ( | $ | ( | |||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Unamortizing intangibles: | ||||||||||||||||||||||||||
| Trade names | — | — | ||||||||||||||||||||||||
| Total intangibles | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Amortization expense related to intangible assets for the first quarters ended March 31, 2022 and March 31, 2021 was $4.3 million and $2.5 million, respectively.
| (In millions) | 2022 | 2023 | 2024 | 2025 | 2026 | |||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Water Systems | Fueling Systems | Distribution | Consolidated | |||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | ||||||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||||
| Adjustments to prior year acquisitions | ( | ( | ||||||||||||||||||||||||
| Foreign currency translation | ( | |||||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | $ | ||||||||||||||||||||||
14
7. EMPLOYEE BENEFIT PLANS
Defined Benefit Plans - As of March 31, 2022, the Company maintained two domestic pension plans and three German pension plans. The Company used a December 31, 2021 measurement date for these plans. One of the Company's domestic pension plans covers one active management employee, while the other domestic plan covers all eligible employees. Both domestic plans were frozen as of December 31, 2011. The two domestic and three German plans collectively comprise the 'Pension Benefits' disclosure caption.
Other Benefits - The Company's other post-retirement benefit plan provides health and life insurance to domestic employees hired prior to 1992.
The following table sets forth the aggregated net periodic benefit cost for all pension plans for the first quarters ended March 31, 2022 and March 31, 2021:
| (In millions) | Pension Benefits | ||||||||||
| First Quarter Ended | |||||||||||
| March 31, 2022 | March 31, 2021 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on assets | ( | ( | |||||||||
| Amortization of: | |||||||||||
| Prior service cost | |||||||||||
| Actuarial loss | |||||||||||
| Settlement cost | |||||||||||
| Net periodic benefit cost | $ | $ | |||||||||
In the three months ended March 31, 2022, the Company made contributions of $0.1 million to the funded plans. The amount of contributions to be made to the plans during the calendar year 2022 will be finalized by September 15, 2022, based upon the funding level requirements identified and year-end valuation performed at December 31, 2021.
The following table sets forth the aggregated net periodic benefit cost for the other post-retirement benefit plan for the first quarters ended March 31, 2022 and March 31, 2021:
| (In millions) | Other Benefits | ||||||||||
| First Quarter Ended | |||||||||||
| March 31, 2022 | March 31, 2021 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on assets | |||||||||||
| Amortization of: | |||||||||||
| Prior service cost | |||||||||||
| Actuarial loss | |||||||||||
| Settlement cost | |||||||||||
| Net periodic benefit cost | $ | $ | |||||||||
15
8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of:
| (In millions) | March 31, 2022 | December 31, 2021 | ||||||||||||
| Salaries, wages, and commissions | ||||||||||||||
| Product warranty costs | ||||||||||||||
| Insurance | ||||||||||||||
| Employee benefits | ||||||||||||||
| Other | ||||||||||||||
| Total | ||||||||||||||
9. INCOME TAXES
The Company’s effective tax rate from continuing operations for the three month period ended March 31, 2022 was 19.7 percent as compared to 13.5 percent for the three month period ended March 31, 2021. The effective tax rate is lower than the U.S. statutory rate of 21 percent primarily due to the recognition of the U.S. foreign-derived intangible income (FDII) provisions and certain discrete events including excess tax benefits from share-based compensation partially offset by state taxes.
The increase in the effective tax rate was primarily a result of less favorable discrete events recorded in the three month period ended March 31, 2022, as compared to the three month period ended March 31, 2021.
10. DEBT
| (In millions) | March 31, 2022 | December 31, 2021 | ||||||||||||
| New York Life Agreement | ||||||||||||||
| Credit Agreement | ||||||||||||||
| Tax increment financing debt | ||||||||||||||
| Foreign subsidiary debt | ||||||||||||||
| Other | ||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
| Less: current maturities | ( | ( | ||||||||||||
| Long-term debt | $ | |||||||||||||
| (In millions) | Total | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | More Than 5 Years | |||||||||||||||||||||||||||||||||||||
| Debt | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Prudential Agreement
The Company maintains the Fourth Amended and Restated Note Purchase and Private Shelf Agreement (the "Prudential Agreement") with PGIM, Inc. and its affiliates, which was renewed on July 30, 2021 and expires on July 30, 2024. The Prudential Agreement has an initial borrowing capacity of $150.0 million. As of March 31, 2022, the Company had no notes issued and $150.0 million borrowing capacity available under the Prudential Agreement.
Project Bonds
The Company, Allen County, Indiana and certain institutional investors maintain a Bond Purchase and Loan Agreement. Under the agreement, Allen County, Indiana issued a series of Project Bonds entitled “Taxable Economic Development Bonds, Series 2012 (Franklin Electric Co., Inc. Project)." The aggregate principal amount of the Project Bonds that were issued, authenticated, and are now outstanding thereunder was limited to $25.0 million. These Project Bonds ("Tax increment financing debt") bear interest at 3.6 percent per annum. Interest and principal balance of the Project Bonds are due and payable by the Company directly to the institutional investors in aggregate semi-annual installments commencing on July 10, 2013, and concluding on January 10, 2033.
16
New York Life Agreement
The Company maintains an uncommitted and unsecured private shelf agreement with NYL Investors LLC and its affiliates (the "New York Life Agreement"), which was renewed on July 30, 2021 and expires on July 30, 2024. The New York Life Agreement has a maximum aggregate borrowing capacity of $200.0 million. On September 26, 2018, the Company issued and sold $75.0 million of fixed rate senior notes due September 26, 2025. These senior notes bear an interest rate of 4.04 percent with interest-only payments due semi-annually. The proceeds from the issuance of the notes were used to pay off existing variable interest rate indebtedness. As of March 31, 2022, there was $125.0 million remaining borrowing capacity under the New York Life Agreement.
Credit Agreement
The Company maintains the Fourth Amended and Restated Credit Agreement (the "Credit Agreement”). The Credit Agreement was renewed on May 13, 2021, has a maturity date of May 13, 2026, and commitment amount of $250.0 million. The Credit Agreement provides that the Borrowers may request an increase in the aggregate commitments by up to $125.0 million subject to agreement of the lenders (not to exceed a total commitment of $375.0 million). Under the Credit Agreement, the Borrowers are required to pay certain fees, including a facility fee of 0.100 % to 0.275 % (depending on the Company's leverage ratio) of the aggregate commitment, which fee is payable quarterly in arrears. Loans may be made either at (i) a Eurocurrency rate based on LIBOR plus an applicable margin of 0.85 % to 1.88 % (depending on the Company's leverage ratio) or (ii) an alternative base rate as defined in the Credit Agreement.
As of March 31, 2022, the Company had $191.8 million outstanding borrowings, $4.0 million in letters of credit outstanding, and $54.2 million of available capacity under the Credit Agreement.
The Company also has lines of credit for certain subsidiaries with various expiration dates. The aggregate maximum borrowing capacity of these overdraft lines of credits is $20.2 million. As of March 31, 2022, there were $1.8 million outstanding borrowings and $18.4 million of available capacity under these lines of credit.
Covenants
The Company’s credit agreements contain customary financial covenants. The Company’s most significant agreements and restrictive covenants are in the New York Life Agreement, the Project Bonds, the Prudential Agreement, and the Credit Agreement; each containing both affirmative and negative covenants. The affirmative covenants relate to financial statements, notices of material events, conduct of business, inspection of property, maintenance of insurance, compliance with laws and most favored lender obligations. The negative covenants include limitations on loans, advances and investments, and the granting of liens by the Company or its subsidiaries, as well as prohibitions on certain consolidations, mergers, sales and transfers of assets. The covenants also include financial requirements including a maximum leverage ratio of 3.50 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00 . Cross default is applicable with the Prudential Agreement, the Project Bonds, the New York Life Agreement, and the Credit Agreement but only if the Company is defaulting on an obligation exceeding $10.0 million. The Company was in compliance with all financial covenants as of March 31, 2022.
11. EARNINGS PER SHARE
The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders.
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.
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| First Quarter Ended | |||||||||||
| (In millions, except per share amounts) | March 31, 2022 | March 31, 2021 | |||||||||
| Numerator: | |||||||||||
| Net income attributable to Franklin Electric Co., Inc. | $ | $ | |||||||||
| Less: Earnings allocated to participating securities | |||||||||||
| Net income available to common shareholders | $ | $ | |||||||||
| Denominator: | |||||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Effect of dilutive securities: | |||||||||||
| Non-participating employee stock options, performance awards, and deferred shares to non-employee directors | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Basic earnings per share | $ | $ | |||||||||
| Diluted earnings per share | $ | $ | |||||||||
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12. EQUITY ROLL FORWARD
The schedules below set forth equity changes in the first quarters ended March 31, 2022 and March 31, 2021:
| (In thousands) | Common Stock | Additional Paid in Capital | Retained Earnings | Minimum Pension Liability | Cumulative Translation Adjustment | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| (In thousands) | Common Stock | Additional Paid in Capital | Retained Earnings | Minimum Pension Liability | Cumulative Translation Adjustment | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Pension liability, net of taxes | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
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13. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Changes in accumulated other comprehensive income/(loss) by component for the three months ended March 31, 2022 and March 31, 2021, are summarized below:
| (In millions) | Foreign Currency Translation Adjustments | Pension and Post-Retirement Plan Benefit Adjustments (2) | Total | ||||||||||||||
| For the three months ended March 31, 2022: | |||||||||||||||||
| Balance as of December 31, 2021 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income/(loss) before reclassifications | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) (1) | |||||||||||||||||
| Net other comprehensive income/(loss) | |||||||||||||||||
| Balance as of March 31, 2022 | $ | ( | $ | ( | $ | ( | |||||||||||
| For the three months ended March 31, 2021: | |||||||||||||||||
| Balance as of December 31, 2020 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income/(loss) before reclassifications | ( | ( | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) (1) | |||||||||||||||||
| Net other comprehensive income/(loss) | ( | ( | |||||||||||||||
| Balance as of March 31, 2021 | $ | ( | $ | ( | $ | ( | |||||||||||
(1) This accumulated other comprehensive income/(loss) component is included in the computation of net periodic pension cost (refer to Note 7 for additional details) and is included in the "Other income/(expense), net" line of the Company's condensed consolidated statements of income.
(2) Net of tax expense of $0.3 million and $0.2 million for the three months ended March 31, 2022 and March 31, 2021, respectively.
Amounts related to noncontrolling interests were not material.
14. SEGMENT AND GEOGRAPHIC INFORMATION
The accounting policies of the operating segments are the same as those described in Note 1 of the Company's Form 10-K. Revenue is recognized based on the invoice price at the point in time when the customer obtains control of the product, which is typically upon shipment to the customer. The Water and Fueling segments include manufacturing operations and supply certain components and finished goods, both between segments and to the Distribution segment. The Company reports these product transfers between Water and Fueling as inventory transfers as a significant number of the Company's manufacturing facilities are shared across segments for scale and efficiency purposes. The Company reports intersegment transfers from Water to Distribution as intersegment revenue at market prices to properly reflect the commercial arrangement of vendor to customer that exists between the Water and Distribution segments.
Segment operating income is a key financial performance measure. Operating income by segment is based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other segments of the Company.
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Financial information by reportable business segment is included in the following summary:
| First Quarter Ended | |||||||||||
| (In millions) | March 31, 2022 | March 31, 2021 | |||||||||
| Net sales | |||||||||||
| Water Systems | |||||||||||
| External sales | |||||||||||
| United States & Canada | $ | $ | |||||||||
| Latin America | |||||||||||
| Europe, Middle East & Africa | |||||||||||
| Asia Pacific | |||||||||||
| Intersegment sales | |||||||||||
| United States & Canada | |||||||||||
| Total sales | |||||||||||
| Distribution | |||||||||||
| External sales | |||||||||||
| United States & Canada | |||||||||||
| Intersegment sales | |||||||||||
| Total sales | |||||||||||
| Fueling Systems | |||||||||||
| External sales | |||||||||||
| United States & Canada | |||||||||||
| All other | |||||||||||
| Intersegment sales | |||||||||||
| Total sales | |||||||||||
| Intersegment Eliminations/Other | ( | ( | |||||||||
| Consolidated | $ | $ | |||||||||
| First Quarter Ended | |||||||||||
| March 31, 2022 | March 31, 2021 | ||||||||||
| Operating income/(loss) | |||||||||||
| Water Systems | $ | $ | |||||||||
| Distribution | |||||||||||
| Fueling Systems | |||||||||||
| Intersegment Eliminations/Other | ( | ( | |||||||||
| Consolidated | $ | $ | |||||||||
| March 31, 2022 | December 31, 2021 | ||||||||||
| Total assets | |||||||||||
| Water Systems | $ | $ | |||||||||
| Distribution | |||||||||||
| Fueling Systems | |||||||||||
| Other | |||||||||||
| Consolidated | $ | $ | |||||||||
Other Assets are generally Corporate assets that are not allocated to the segments and are comprised primarily of cash and property, plant and equipment.
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15. COMMITMENTS AND CONTINGENCIES
In 2011, the Company became aware of a review of alleged issues with certain underground piping connections installed in filling stations in France owned by the French Subsidiary of Exxon Mobile, Esso S.A.F. A French court ordered that a designated, subject-matter expert review 103 filling stations to determine what, if any, damages are present and the cause of those damages. The Company has participated in this investigation since 2011, along with several other third parties including equipment installers, engineering design firms who designed and provided specifications for the stations, and contract manufacturers of some of the installed equipment. The subject-matter expert has issued its preliminary report, which indicates that total damages incurred by Esso amounted to approximately 12 million euro. It is the Company’s position that its products were not the cause of any alleged damage. The Company has retained experts to demonstrate that its products did not cause the damage, and in January 2021, submitted its response to the expert’s preliminary report for each station. The expert's response to the Company's report is due to the Court in June 2022. The Company cannot predict the ultimate outcome of this matter. Any exposure related to this matter is neither probable nor estimable at this time. If payments result from a resolution of this matter, depending on the amount, they could have a material effect on the Company’s financial position, results of operations, or cash flows.
The Company is defending other various claims and legal actions which have arisen in the ordinary course of business. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, these claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.
At March 31, 2022, the Company had $15.2 million of commitments primarily for capital expenditures and purchase of raw materials to be used in production.
The Company provides warranties on most of its products. The warranty terms vary but are generally two years to five years from date of manufacture or one year to five years from date of installation. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company actively studies trends of warranty claims and takes actions to improve product quality and minimize warranty claims. The Company believes that the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.
The changes in the carrying amount of the warranty accrual, as recorded in the "Accrued expenses and other current liabilities" line of the Company's condensed consolidated balance sheet for the three months ended March 31, 2022, are as follows:
| (In millions) | ||||||||
| Balance as of December 31, 2021 | $ | |||||||
| Accruals related to product warranties | ||||||||
| Additions related to acquisitions | ||||||||
| Reductions for payments made | ( | |||||||
| Balance as of March 31, 2022 | $ | |||||||
The Company maintains certain warehouses, distribution centers, office space, and equipment operating leases. The Company also has lease agreements that are classified as financing. These financing leases are immaterial to the Company.
The Company utilizes interest rates from lease agreements unless the lease agreement does not provide a readily determinable rate. In these instances, the Company utilizes its incremental borrowing rate in effect at the inception of a lease when determining the present value of future lease payments.
Some of the Company’s leases include renewal options. The Company excludes these renewal options in the expected lease term unless the Company is reasonably certain that the option will be exercised.
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The components of the Company’s operating lease portfolio as of the first quarter ended March 31, 2022 are as follows:
| First Quarter Ended | ||||||||
| Lease Cost (in millions): | March 31, 2022 | |||||||
| Operating lease cost | $ | |||||||
| Short-term lease cost | ||||||||
| Other Information: | ||||||||
| Weighted-average remaining lease term | ||||||||
| Weighted-average discount rate | % | |||||||
As of March 31, 2022, the Company has approximately $1.5 million of additional ROU assets related to leases that have not yet commenced, but create future lease obligations.
The minimum rental payments for non-cancellable operating leases as of March 31, 2022, are as follows:
| (In millions) | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | ||||||||||||||
| Future Minimum Rental Payments | $ | $ | $ | $ | $ | $ | ||||||||||||||
16. SHARE-BASED COMPENSATION
The Franklin Electric Co., Inc. 2017 Stock Plan (the "2017 Stock Plan") is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards, and stock appreciation rights ("SARs") to key employees and non-employee directors. The number of shares that may be issued under the Plan is 1,400,000 . Stock options and SARs reduce the number of available shares by one share for each share subject to the option or SAR, and stock awards and stock unit awards settled in shares reduce the number of available shares by 1.5 shares for every one share delivered.
The Company also maintains the Franklin Electric Co., Inc. 2012 Stock Plan (the "2012 Stock Plan"), which is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, and stock unit awards to key employees and non-employee directors. The 2012 Stock Plan authorized 2,400,000 shares for issuance as follows:
| 2012 Stock Plan | Authorized Shares | |||||||
| Stock Options | ||||||||
| Stock/Stock Unit Awards | ||||||||
No additional options and awards are granted out of the 2012 Stock Plan. However, there are still unvested awards and unexercised options under this plan.
The Company also maintains the Amended and Restated Franklin Electric Co., Inc. Stock Plan (the "2009 Stock Plan") which, as amended in 2009, provided for discretionary grants of stock options and stock awards. The 2009 Stock Plan authorized 4,400,000 shares for issuance as follows:
| 2009 Stock Plan | Authorized Shares | ||||
| Stock Options | |||||
| Stock Awards | |||||
All options in the 2009 Stock Plan have been awarded and no additional awards are granted out of the plan. However, there are still unvested awards and unexercised options under this plan.
The Company currently issues new shares from its common stock balance to satisfy option exercises and the settlement of stock awards and stock unit awards made under the outstanding stock plans.
Stock Options:
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model with a single approach and amortized using a straight-line attribution method over the option’s vesting period.
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| March 31, 2022 | March 31, 2021 | |||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
| Dividend yield | % | % | ||||||||||||
| Volatility factor | % | % | ||||||||||||
| Expected term | ||||||||||||||
| (Shares in thousands) | March 31, 2022 | |||||||||||||
Stock Options | Shares | Weighted-Average Exercise Price | ||||||||||||
| Outstanding at beginning of period | $ | |||||||||||||
| Granted | ||||||||||||||
| Exercised | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Outstanding at end of period | $ | |||||||||||||
| Expected to vest after applying forfeiture rate | $ | |||||||||||||
| Vested and exercisable at end of period | $ | |||||||||||||
| Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value (000's) | |||||||||||||
| Outstanding at end of period | $ | |||||||||||||
| Expected to vest after applying forfeiture rate | $ | |||||||||||||
| Vested and exercisable at end of period | $ | |||||||||||||
The total intrinsic value of options exercised during the three months ended March 31, 2022 and March 31, 2021 was $0.3 million and $5.8 million, respectively.
As of March 31, 2022, there was $1.5 million of total unrecognized compensation cost related to non-vested stock options granted under the stock plans. That cost is expected to be recognized over a weighted-average period of 2.10 years.
Stock/Stock Unit Awards:
| (Shares in thousands) | March 31, 2022 | |||||||||||||
| Restricted Stock/Stock Unit Awards | Shares | Weighted-Average Grant- Date Fair Value | ||||||||||||
| Non-vested at beginning of period | $ | |||||||||||||
| Awarded | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Non-vested at end of period | $ | |||||||||||||
As of March 31, 2022, there was $14.6 million of total unrecognized compensation cost related to non-vested restricted stock/stock unit awards granted under the stock plans. That cost is expected to be recognized over a weighted-average period of 1.85 years.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Quarter 2022 vs. First Quarter 2021
OVERVIEW
Sales in the first quarter of 2022 increased from the first quarter of last year. Sales in the quarter increased by $118.5 million, or about 36 percent, due to higher sales across all three segments, achieved by price realization, acquisitions, and volume. The Company's consolidated gross profit was $145.3 million for the first quarter of 2022, an increase from the prior year’s first quarter. The gross profit as a percent of net sales was 32.2 percent in the first quarter of 2022 versus 34.7 percent during the first quarter 2021. For the first quarter of 2022, diluted earnings per share were $0.63, up from the first quarter of 2021 diluted earnings per share of $0.59.
RESULTS OF OPERATIONS
Net Sales
Net sales in the first quarter of 2022 were $451.5 million, an increase of $118.5 million or about 36 percent compared to 2021 first quarter sales of $333.0 million. The sales increase from acquisition related sales was $48.2 million. Sales revenue decreased by $13.1 million or about 4 percent in the first quarter of 2022 due to foreign currency translation. Excluding acquisitions and the impact of foreign currency translation, the Company’s organic sales growth, led by price realization, was about 25 percent.
| Net Sales | |||||||||||||||||
| (In millions) | Q1 2022 | Q1 2021 | 2022 v 2021 | ||||||||||||||
| Water Systems | $ | 272.6 | $ | 197.6 | $ | 75.0 | |||||||||||
| Fueling Systems | 72.5 | 56.8 | $ | 15.7 | |||||||||||||
| Distribution | 134.9 | 95.7 | $ | 39.2 | |||||||||||||
| Eliminations/Other | (28.5) | (17.1) | $ | (11.4) | |||||||||||||
| Consolidated | $ | 451.5 | $ | 333.0 | $ | 118.5 | |||||||||||
Net Sales-Water Systems
Water Systems revenues were $272.6 million in the first quarter 2022, an increase of $75.0 million or about 38 percent versus the first quarter 2021 sales of $197.6 million. In the first quarter of 2022, sales from businesses acquired since the first quarter of 2021 were $33.9 million. Sales were decreased by $12.4 million or 6 percent in the quarter due to foreign currency translation. Water Systems sales were up about 27 percent, excluding acquisitions and foreign currency translation, in the first quarter of 2022 versus the first quarter of 2021. This revenue growth was primarily from price and volume, which was up due to strong end market demand.
Water Systems sales in the U.S. and Canada were up about 61 percent compared to the first quarter 2021. Sales from businesses acquired since the first quarter of 2021 were $32.1 million. Sales of groundwater pumping equipment increased by about 45 percent and sales of all surface pumping equipment increased by about 21 percent versus the first quarter 2021, due to strong end market demand.
Water Systems sales in markets outside the U.S. and Canada increased by 14 percent overall. Foreign currency translation decreased sales by 13 percent. Sales from businesses acquired since the first quarter of 2021 were $1.8 million. Outside the U.S. and Canada, Water Systems organic sales increased by 25 percent, driven by higher sales in Latin America, Europe, the Middle East, and African markets, partially offset with lower sales in the Asia Pacific markets.
Net Sales-Fueling Systems
Fueling Systems sales were $72.5 million in the first quarter of 2022, an increase of $15.7 million or about 28 percent versus the first quarter 2021 sales of $56.8 million. Fueling Systems sales were decreased by $0.7 million or 1 percent in the quarter due to foreign currency translation. Fueling Systems sales, excluding foreign currency translation, increased by about 29 percent, which this growth was from volume and price.
Fueling Systems sales in the U.S. and Canada increased by about 33 percent compared to the first quarter 2021. The increase was in all product lines. Outside the U.S. and Canada, Fueling Systems revenues increased by about 2 percent, as sales increases of 4 percent in the rest of the world outside of China were offset by lower sales in China.
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Net Sales - Distribution
Distribution sales were $134.9 million in the first quarter 2022, an increase of $39.2 million or about 41 percent versus first quarter 2021 sales of $95.7 million. In the first quarter of 2022, sales from businesses acquired since the first quarter of 2021 were $14.3 million. The Distribution segment organic sales increased about 26 percent compared to the first quarter of 2021. Revenue growth was primarily from price and was driven by broad-based demand in all regions and product categories.
Cost of Sales
Cost of sales as a percentage of net sales for the first quarters of 2022 and 2021 was 67.8 percent and 65.3 percent, respectively. Correspondingly, gross profit margin decreased to 32.2 percent from 34.7 percent. The Company’s consolidated gross profit was $145.3 million for the first quarter of 2022, an increase from the first quarter of 2021 gross profit of $115.5 million. The gross profit margin declined primarily due to inflationary pressures and supply chain challenges, which the Company continues to work to offset with pricing, and to some degree an unfavorable product sales mix shift.
Selling, General, and Administrative ("SG&A")
Selling, general, and administrative ("SG&A") expenses were $104.7 million in the first quarter of 2022 compared to $81.6 million in the first quarter of 2021. SG&A expenses from acquired businesses were $12.4 million and excluding the acquired entities, the Company’s SG&A expenses in the first quarter of 2022 were $92.3 million, an increase of about 12 percent from the first quarter 2021, due to higher variable performance-based compensation expenses and increased spending to support sales growth.
Restructuring Expenses
There were $0.7 million of restructuring expenses for the first quarter of 2022. Restructuring expenses for the first quarter of 2022 were $0.6 million in the Water segment related to continued miscellaneous manufacturing realignment activities, as well as $0.1 million in the Distribution segment related to miscellaneous branch closings and consolidation.
There were $0.2 million of restructuring expenses for the first quarter of 2021. Restructuring expenses for the first quarter of 2021 were $0.1 million in the Water segment related to continued miscellaneous manufacturing realignment activities, as well as $0.1 million in the Distribution segment related to miscellaneous branch closings and consolidation.
Operating Income
Operating income was $39.9 million in the first quarter of 2022, up $6.1 million or about 18 percent from $33.8 million in the first quarter of 2021.
| Operating income (loss) | ||||||||||||||||||||
| (In millions) | Q1 2022 | Q1 2021 | 2022 v 2021 | |||||||||||||||||
| Water Systems | 33.2 | $ | 31.3 | $ | 1.9 | |||||||||||||||
| Fueling Systems | 17.7 | 14.9 | 2.8 | |||||||||||||||||
| Distribution | 9.4 | 2.0 | 7.4 | |||||||||||||||||
| Eliminations/Other | (20.4) | (14.4) | (6.0) | |||||||||||||||||
| Consolidated | $ | 39.9 | $ | 33.8 | $ | 6.1 | ||||||||||||||
Operating Income-Water Systems
Water Systems operating income was $33.2 million in the first quarter 2022, up $1.9 million versus the first quarter 2021. Operating income increased in Water Systems primarily due to higher sales volume. The first quarter operating income margin was 12.2 percent, down 360 basis points from 15.8 percent in the first quarter of 2021. Operating income margin decreased primarily due to inflationary pressures and supply chain challenges, which the Company continues to work to offset with pricing, and to some degree an unfavorable product sales mix shift.
Operating Income-Fueling Systems
Fueling Systems operating income was $17.7 million in the first quarter of 2022 compared to $14.9 million in the first quarter of 2021. The increase in operating income was primarily related to higher sales volume. The first quarter Fueling Systems operating income margin was 24.4 percent, a decrease of 180 basis points from the 26.2 percent of net sales in the first quarter of 2021. Operating income margin decreased primarily due to inflationary pressures and supply chain challenges, which the Company continues to work to offset with pricing, and to some degree an unfavorable product sales mix shift.
Operating Income-Distribution
The Distribution segment recorded operating income of $9.4 million in the first quarter of 2022 compared to $2.0 million in the first quarter of 2021. Distribution’s increase in operating income was primarily due to higher sales volumes compared to the first quarter 2021. Distribution’s operating income margin was 7.0 percent in the first quarter of 2022 versus 2.1 percent of net
26
sales in the first quarter of 2021. Operating income margin improved due to leverage on fixed cost from higher sales, price realization and cost management.
Operating Income-Eliminations/Other
Operating income-Eliminations/Other is composed primarily of intersegment sales and profit eliminations and unallocated general and administrative expenses. The intersegment profit elimination impact in the first quarter of 2022 versus the first quarter of 2021 was expense of $3.1 million. The intersegment elimination of operating income effectively defers the operating income on sales from Water Systems to Distribution in the consolidated financial results until such time as the transferred product is sold from the Distribution segment to its end third party customer. General and administrative expenses were higher by $2.9 million to last year, in part due to higher variable performance-based compensation expenses and higher professional fees.
Interest Expense
Interest expense for the first quarters of 2022 and 2021 was $1.5 million and $1.1 million, respectively.
Other Income or Expense
Other income or expense was a loss in the first quarter of 2022 of $0.4 million and a loss of $0.1 million in the first quarter of 2021.
Foreign Exchange
Foreign currency-based transactions produced a loss for the first quarter of 2022 of $0.6 million, primarily due to the Argentinian and Mexican Peso relative to the U.S. dollar. Foreign currency-based transactions produced a loss for the first quarter of 2021 of $0.1 million, primarily due to the Argentinian Peso relative to the U.S. dollar.
Income Taxes
The provision for income taxes in the first quarter of 2022 and 2021 was $7.4 million and $4.4 million, respectively. The effective tax rate for the first quarter of 2022 was about 20 percent and before the impact of discrete events, was about 21 percent. The effective tax rate for the first quarter of 2021 was about 14 percent and before the impact of discrete events, was about 20 percent. The increase in the effective tax rate was primarily a result of smaller net favorable discrete events recorded in the first quarter of 2022 compared to the first quarter of 2021. The tax rate as a percentage of pre-tax earnings for the full year of 2022 is projected to be about 21 percent, compared to the full year 2021 tax rate of about 21 percent, both before discrete adjustments.
Net Income
Net income for the first quarter of 2022 was $30.1 million compared to the prior year first quarter net income of $28.2 million. Net income attributable to Franklin Electric Co., Inc. for the first quarter of 2022 was $29.8 million, or $0.63 per diluted share, compared to the prior year first quarter net income attributable to Franklin Electric Co., Inc. of $27.9 million or $0.59 per diluted share.
CAPITAL RESOURCES AND LIQUIDITY
Sources of Liquidity
The Company's primary sources of liquidity are cash on hand, cash flows from operations, revolving credit agreements, and long-term debt funds available. The Company believes its capital resources and liquidity position at March 31, 2022 is adequate to meet projected needs for the foreseeable future. The Company expects that ongoing requirements for operations, capital expenditures, pension obligations, dividends, share repurchases, and debt service will be adequately funded from cash on hand, operations, and existing credit agreements.
As of March 31, 2022 the Company had a $250.0 million revolving credit facility. The facility is scheduled to mature on May 13, 2026. As of March 31, 2022, the Company had $54.2 million borrowing capacity under the Credit Agreement as $4.0 million in letters of commercial and standby letters of credit were outstanding and undrawn and $191.8 million in revolver borrowings were drawn and outstanding, which were primarily used for funding working capital requirements.
In addition, the Company maintains an uncommitted and unsecured private shelf agreement with NYL Investors LLC, an affiliate of New York Life, and each of the undersigned holders of Notes (the "New York Life Agreement") with a remaining borrowing capacity of $125.0 million as of March 31, 2022. The Company also has other long-term debt borrowings outstanding as of March 31, 2022. See Note 10 - Debt for additional specifics regarding these obligations and future maturities.
At March 31, 2022, the Company had $34.4 million of cash and cash equivalents held in foreign jurisdictions, which is intended to be used to fund foreign operations. There is currently no need or intent to repatriate these funds in order to meet domestic funding obligations or scheduled cash distributions.
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Cash Flows
The following table summarizes significant sources and uses of cash and cash equivalents for the first three months of 2022 and 2021.
| (in millions) | 2022 | 2021 | ||||||||||||
| Net cash flows from operating activities | $ | (61.3) | $ | 5.4 | ||||||||||
| Net cash flows from investing activities | (8.9) | (6.7) | ||||||||||||
| Net cash flows from financing activities | 68.7 | (8.4) | ||||||||||||
| Impact of exchange rates on cash and cash equivalents | (0.5) | (2.8) | ||||||||||||
| Change in cash and cash equivalents | $ | (2.0) | $ | (12.5) | ||||||||||
Cash Flows from Operating Activities
2022 vs. 2021
Net cash used by operating activities was $61.3 million for the three months ended March 31, 2022 compared to $5.4 million provided by operating activities for the three months ended March 31, 2021. The increase in cash used by operating activities was primarily due to increased working capital requirements in support of supply chain resiliency and meeting the strong demand from our customers.
Cash Flows from Investing Activities
2022 vs. 2021
Net cash used in investing activities was $8.9 million for the three months ended March 31, 2022 compared to $6.7 million used in investing activities for the three months ended March 31, 2021. The increase in cash used in investing activities was attributable to increases in additions of property, plant and equipment.
Cash Flows from Financing Activities
2022 vs. 2021
Net cash provided by financing activities was $68.7 million for the three months ended March 31, 2022 compared to $8.4 million used in financing activities for the three months ended March 31, 2021. The increase in cash provided by financing activities was attributable to increased debt proceeds slightly offset by increased common stock repurchases.
FACTORS THAT MAY AFFECT FUTURE RESULTS
This quarterly report on Form 10-Q contains certain forward-looking information, such as statements about the Company’s financial goals, acquisition strategies, financial expectations including anticipated revenue or expense levels, business prospects, market positioning, product development, manufacturing re-alignment, capital expenditures, tax benefits and expenses, and the effect of contingencies or changes in accounting policies. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” While the Company believes that the assumptions underlying such forward-looking statements are reasonable based on present conditions, forward-looking statements made by the Company involve risks and uncertainties and are not guarantees of future performance. Actual results may differ materially from those forward-looking statements as a result of various factors, including regional or general economic and currency conditions, various conditions specific to the Company’s business and industry, new housing starts, weather conditions, epidemics and pandemics, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs and availability, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, and other risks, all as described in the Company's Securities and Exchange Commission filings, included in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in Exhibit 99.1 thereto. Any forward-looking statements included in this Form 10-Q are based upon information presently available. The Company does not assume any obligation to update any forward-looking information, except as required by law.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in the Company's exposure to market risk during the first quarter ended March 31, 2022. For additional information, refer to Part II, Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rules 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and the Company's Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective.
There have been no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is defending various claims and legal actions which have arisen in the ordinary course of business. For a description of the Company's material legal proceedings, refer to Note 15 - Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements (Unaudited)," of this Quarterly Report on Form 10-Q, which is incorporated into this Item 1 by reference. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, other claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to the Company's risk factors as set forth in the annual report on Form 10-K for the fiscal year ended December 31, 2021. Additional risks and uncertainties, not presently known to the Company or currently deemed immaterial, could negatively impact the Company’s results of operations or financial condition in the future.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Repurchases of Equity Securities
In April 2007, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase from 628,692 to 2,300,000 shares. There is no expiration date for this plan. On August 3, 2015, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase by an additional 3,000,000 shares. The authorization was in addition to the 535,107 shares that remained available for repurchase as of July 31, 2015. The Company repurchased 187,078 shares for approximately $15.6 million under the plan during the first quarter of 2022. The maximum number of shares that may still be purchased under this plan as of March 31, 2022 is 554,236.
| Period | Total Number of Shares Repurchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Number of Shares that may yet to be Repurchased | ||||||||||||||||||||||
| January 1 - January 31 | — | — | — | 741,314 | ||||||||||||||||||||||
| February 1 - February 28 | 100,000 | 83.45 | 100,000 | 641,314 | ||||||||||||||||||||||
| March 1 - March 31 | 87,078 | 83.31 | 87,078 | 554,236 | ||||||||||||||||||||||
| Total | 187,078 | 83.38 | 187,078 | 554,236 | ||||||||||||||||||||||
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ITEM 6. EXHIBITS
| Number | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following financial information from Franklin Electric Co., Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) Condensed Consolidated Statements of Income for the first quarter ended March 31, 2022 and 2021 (ii) Condensed Consolidated Statements of Comprehensive Income/(Loss) for the first quarter ended March 31, 2022 and 2021, (iii) Condensed Consolidated Balance Sheets as of March 31, 2022, and December 31, 2021, (iv) Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2022 and 2021, and (v) Notes to Condensed Consolidated Financial Statements (filed herewith) | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FRANKLIN ELECTRIC CO., INC. | |||||||||||
| Registrant | |||||||||||
Date: May 3, 2022 | By | /s/ Gregg C. Sengstack | |||||||||
| Gregg C. Sengstack, Chairperson and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: May 3, 2022 | By | /s/ Jeffery L. Taylor | |||||||||
| Jeffery L. Taylor, Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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