☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
New York
|
11-1362020
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No )
|
37-18 Northern Blvd., Long Island City, N.Y.
|
11101
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large Accelerated Filer ☑
|
Accelerated Filer ☐
|
||
Non-Accelerated Filer ☐
|
(Do not check if a smaller reporting company)
|
Smaller reporting company ☐
|
Page No.
|
||
Item 1.
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
Item 2.
|
21
|
|
Item 3.
|
31
|
|
Item 4.
|
32
|
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
33
|
|
Item 2.
|
33 | |
Item 6.
|
34
|
|
34
|
(In thousands, except share and per share data)
|
Three Months Ended
March 31,
|
|||||||
2016
|
2015
|
|||||||
(Unaudited)
|
||||||||
Net sales
|
$
|
238,911
|
$
|
227,589
|
||||
Cost of sales
|
165,915
|
163,700
|
||||||
Gross profit
|
72,996
|
63,889
|
||||||
Selling, general and administrative expenses
|
52,998
|
49,198
|
||||||
Restructuring and integration expenses
|
241
|
57
|
||||||
Other income, net
|
262
|
281
|
||||||
Operating income
|
20,019
|
14,915
|
||||||
Other non-operating income, net
|
333
|
151
|
||||||
Interest expense
|
311
|
426
|
||||||
Earnings from continuing operations before taxes
|
20,041
|
14,640
|
||||||
Provision for income taxes
|
7,385
|
5,301
|
||||||
Earnings from continuing operations
|
12,656
|
9,339
|
||||||
Loss from discontinued operations, net of income taxes
|
(452
|
)
|
(391
|
)
|
||||
Net earnings
|
$
|
12,204
|
$
|
8,948
|
||||
Per Share Data | ||||||||
Net earnings per common share – Basic:
|
||||||||
Earnings from continuing operations
|
$
|
0.56
|
$
|
0.41
|
||||
Discontinued operations
|
(0.02
|
)
|
(0.02
|
)
|
||||
Net earnings per common share – Basic
|
$
|
0.54
|
$
|
0.39
|
||||
Net earnings per common share – Diluted:
|
||||||||
Earnings from continuing operations
|
$
|
0.55
|
$
|
0.40
|
||||
Discontinued operations
|
(0.02
|
)
|
(0.01
|
)
|
||||
Net earnings per common share – Diluted
|
$
|
0.53
|
$
|
0.39
|
||||
Dividend declared per share
|
$
|
0.17
|
$
|
0.15
|
||||
Average number of common shares
|
22,642,312
|
22,910,889
|
||||||
Average number of common shares and dilutive common shares
|
22,944,947
|
23,238,050
|
Three Months Ended
March 31,
|
||||||||
(In thousands)
|
2016
|
2015
|
||||||
(Unaudited)
|
||||||||
Net earnings
|
$
|
12,204
|
$
|
8,948
|
||||
Other comprehensive income (loss), net of tax:
|
||||||||
Foreign currency translation adjustments
|
1,785
|
(3,074
|
)
|
|||||
Pension and postretirement plans:
|
||||||||
Amortization of:
|
||||||||
Prior service benefit
|
(13
|
)
|
(29
|
)
|
||||
Unrecognized loss
|
275
|
618
|
||||||
Foreign currency exchange rate changes
|
4
|
8
|
||||||
Income tax expense related to pension and postretirement plans
|
(108
|
)
|
(241
|
)
|
||||
Pension and postretirement plans, net of tax
|
158
|
356
|
||||||
Total other comprehensive income (loss), net of tax
|
1,943
|
(2,718
|
)
|
|||||
Comprehensive income
|
$
|
14,147
|
$
|
6,230
|
(In thousands, except share and per share data)
|
March 31,
2016
|
December 31,
2015
|
||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
13,360
|
$
|
18,800
|
||||
Accounts receivable, less allowances for discounts and doubtful accounts of $4,670 and $4,246 for 2016 and 2015, respectively
|
143,200
|
123,853
|
||||||
Inventories
|
300,291
|
285,793
|
||||||
Deferred income taxes
|
42,323
|
40,626
|
||||||
Prepaid expenses and other current assets
|
7,176
|
10,668
|
||||||
Total current assets
|
506,350
|
479,740
|
||||||
Property, plant and equipment, net of accumulated depreciation of $197,483 and $194,077 for 2016 and 2015, respectively
|
70,301
|
68,882
|
||||||
Goodwill
|
54,824
|
54,881
|
||||||
Other intangibles, net
|
27,964
|
29,386
|
||||||
Deferred income taxes
|
8,466
|
10,737
|
||||||
Other assets
|
37,433
|
37,438
|
||||||
Total assets
|
$
|
705,338
|
$
|
681,064
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Notes payable
|
$
|
49,456
|
47,427
|
|||||
Current portion of long-term debt
|
42
|
16
|
||||||
Accounts payable
|
86,225
|
72,711
|
||||||
Sundry payables and accrued expenses
|
34,907
|
40,706
|
||||||
Accrued customer returns
|
41,974
|
38,812
|
||||||
Accrued rebates
|
26,891
|
27,196
|
||||||
Payroll and commissions
|
15,353
|
17,048
|
||||||
Total current liabilities
|
254,848
|
243,916
|
||||||
Long-term debt
|
158
|
62
|
||||||
Other accrued liabilities
|
13,330
|
12,922
|
||||||
Accrued asbestos liabilities
|
31,848
|
32,185
|
||||||
Total liabilities
|
300,184
|
289,085
|
||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock – par value $2.00 per share:
|
||||||||
Authorized – 30,000,000 shares; issued 23,936,036 shares
|
47,872
|
47,872
|
||||||
Capital in excess of par value
|
94,910
|
93,247
|
||||||
Retained earnings
|
299,836
|
291,481
|
||||||
Accumulated other comprehensive income
|
(4,531
|
)
|
(6,474
|
)
|
||||
Treasury stock – at cost (1,245,276 shares and 1,295,316 shares in 2016 and 2015, respectively)
|
(32,933
|
)
|
(34,147
|
)
|
||||
Total stockholders’ equity
|
405,154
|
391,979
|
||||||
Total liabilities and stockholders’ equity
|
$
|
705,338
|
$
|
681,064
|
(In thousands)
|
Three Months Ended
March 31,
|
|||||||
2016
|
2015
|
|||||||
(Unaudited)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net earnings
|
$
|
12,204
|
$
|
8,948
|
||||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
4,373
|
4,288
|
||||||
Amortization of deferred financing cost
|
84
|
174
|
||||||
Increase to allowance for doubtful accounts
|
357
|
180
|
||||||
Increase to inventory reserves
|
1,194
|
238
|
||||||
Amortization of deferred gain on sale of building
|
(262
|
)
|
(262
|
)
|
||||
Equity income from joint ventures
|
(530
|
)
|
(390
|
)
|
||||
Employee stock ownership plan allocation
|
505
|
552
|
||||||
Stock-based compensation
|
1,109
|
1,319
|
||||||
Excess tax benefits related to exercise of employee stock grants
|
(124
|
)
|
(38
|
)
|
||||
Decrease (increase) in deferred income taxes
|
538
|
(64
|
)
|
|||||
Loss on discontinued operations, net of tax
|
452
|
391
|
||||||
Change in assets and liabilities:
|
||||||||
Increase in accounts receivable
|
(19,281
|
)
|
(25,289
|
)
|
||||
Increase in inventories
|
(14,621
|
)
|
(7,473
|
)
|
||||
Decrease in prepaid expenses and other current assets
|
5,064
|
3,620
|
||||||
Increase in accounts payable
|
11,431
|
5,255
|
||||||
Decrease in sundry payables and accrued expenses
|
(5,002
|
)
|
(6,287
|
)
|
||||
Net changes in other assets and liabilities
|
1,174
|
675
|
||||||
Net cash used in operating activities
|
(1,335
|
)
|
(14,163
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital expenditures
|
(4,099
|
)
|
(4,009
|
)
|
||||
Other investing activities
|
2
|
26
|
||||||
Net cash used in investing activities
|
(4,097
|
)
|
(3,983
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net borrowings under line-of-credit agreements
|
2,028
|
15,009
|
||||||
Net borrowings (payments) of long-term debt and capital lease obligations
|
120
|
(63
|
)
|
|||||
Purchase of treasury stock
|
(377
|
)
|
—
|
|||||
Increase in overdraft balances
|
1,715
|
1,536
|
||||||
Proceeds from exercise of employee stock options
|
—
|
35
|
||||||
Excess tax benefits related to the exercise of employee stock grants
|
124
|
38
|
||||||
Dividends paid
|
(3,849
|
)
|
(3,434
|
)
|
||||
Net cash (used in) provided by financing activities
|
(239
|
)
|
13,121
|
|||||
Effect of exchange rate changes on cash
|
231
|
(584
|
)
|
|||||
Net decrease in cash and cash equivalents
|
(5,440
|
)
|
(5,609
|
)
|
||||
CASH AND CASH EQUIVALENTS at beginning of period
|
18,800
|
13,728
|
||||||
CASH AND CASH EQUIVALENTS at end of period
|
$
|
13,360
|
$
|
8,119
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
225
|
$
|
245
|
||||
Income taxes
|
$
|
1,578
|
$
|
1,892
|
Common
Stock
|
Capital in
Excess of
Par Value
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total
|
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
Balance at December 31, 2015
|
$
|
47,872
|
$
|
93,247
|
$
|
291,481
|
$
|
(6,474
|
)
|
$
|
(34,147
|
)
|
$
|
391,979
|
||||||||||
Net earnings
|
—
|
—
|
12,204
|
—
|
—
|
12,204
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
—
|
—
|
1,943
|
—
|
1,943
|
||||||||||||||||||
Cash dividends paid
|
—
|
—
|
(3,849
|
)
|
—
|
—
|
(3,849
|
)
|
||||||||||||||||
Purchase of treasury stock
|
—
|
—
|
—
|
—
|
(377
|
)
|
(377
|
)
|
||||||||||||||||
Stock-based compensation and related tax benefits
|
—
|
1,208
|
—
|
—
|
25
|
1,233
|
||||||||||||||||||
Employee Stock Ownership Plan
|
—
|
455
|
—
|
—
|
1,566
|
2,021
|
||||||||||||||||||
Balance at March 31, 2016
|
$
|
47,872
|
$
|
94,910
|
$
|
299,836
|
$
|
(4,531
|
)
|
$
|
(32,933
|
)
|
$
|
405,154
|
Note 1.
|
Basis of Presentation
|
Note 2. | Summary of Significant Accounting Policies |
Note 3. | Restructuring and Integration Costs |
Workforce
Reduction
|
Other Exit
Costs
|
Total
|
||||||||||
Exit activity liability at December 31, 2015
|
$
|
270
|
$
|
591
|
$
|
861
|
||||||
Restructuring and integration costs:
|
||||||||||||
Amounts provided for during 2016
|
241
|
—
|
241
|
|||||||||
Cash payments
|
(21
|
)
|
(35
|
)
|
(56
|
)
|
||||||
Exit activity liability at March 31, 2016
|
$
|
490
|
$
|
556
|
$
|
1,046
|
Engine
Management
|
Temperature
Control
|
Other
|
Total
|
|||||||||||||
Exit activity liability at December 31, 2015
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Restructuring and integration costs:
|
||||||||||||||||
Amounts provided for during 2016
|
—
|
229
|
—
|
229
|
||||||||||||
Cash payments
|
—
|
—
|
—
|
—
|
||||||||||||
Exit activity liability at March 31, 2016
|
$
|
—
|
$
|
229
|
$
|
—
|
$
|
229
|
Note 4. | Sale of Receivables |
Note 5. | Inventories |
March 31,
2016
|
December 31,
2015
|
|||||||
(In thousands)
|
||||||||
Finished goods
|
$
|
193,948
|
$
|
186,782
|
||||
Work in process
|
5,588
|
5,456
|
||||||
Raw materials
|
100,755
|
93,555
|
||||||
Total inventories
|
$
|
300,291
|
$
|
285,793
|
Note 6. | Acquired Intangible Assets |
March 31,
2016
|
December 31,
2015
|
|||||||
(In thousands)
|
||||||||
Customer relationships
|
$
|
48,368
|
$
|
48,475
|
||||
Trademarks and trade names
|
6,800
|
6,800
|
||||||
Non-compete agreements
|
970
|
970
|
||||||
Patents and supply contracts
|
723
|
723
|
||||||
Leaseholds
|
160
|
160
|
||||||
Total acquired intangible assets
|
57,021
|
57,128
|
||||||
Less accumulated amortization (1)
|
(30,222
|
)
|
(29,040
|
)
|
||||
Net acquired intangible assets
|
$
|
26,799
|
$
|
28,088
|
(1) | Applies to all intangible assets, except for trademarks and trade names totaling $5.2 million, which have indefinite useful lives and, as such, are not being amortized. |
Note 7.
|
Credit Facilities and Long-Term Debt
|
March 31,
2016
|
December 31,
2015
|
|||||||
(In thousands)
|
||||||||
Revolving credit facilities
|
$
|
49,456
|
$
|
47,427
|
||||
Other
|
200
|
78
|
||||||
Total debt
|
$
|
49,656
|
$
|
47,505
|
||||
Current maturities of debt
|
$
|
49,498
|
$
|
47,443
|
||||
Long-term debt
|
158
|
62
|
||||||
Total debt
|
$
|
49,656
|
$
|
47,505
|
Note 8. | Accumulated Other Comprehensive Income |
Foreign
Currency
Translation
Adjustments
|
Unrecognized
Postretirement
Benefit Costs
(Credit)
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
(5,958
|
)
|
$
|
(516
|
)
|
$
|
(6,474
|
)
|
|||
Other comprehensive income before reclassifications
|
1,785
|
4
|
1,789
|
|||||||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
154
|
154
|
|||||||||
Other comprehensive income, net
|
1,785
|
158
|
1,943
|
|||||||||
Balance at March 31, 2016
|
$
|
(4,173
|
)
|
$
|
(358
|
)
|
$
|
(4,531
|
)
|
Details About Accumulated Other Comprehensive Income Components
|
Three Months Ended
March 31, 2016
|
|||
Amortization of postretirement benefit plans:
|
||||
Prior service benefit (1)
|
$
|
(13
|
)
|
|
Unrecognized loss (1)
|
275
|
|||
Total before income tax
|
262
|
|||
Income tax expense
|
(108
|
)
|
||
Total reclassifications for the period
|
$
|
154
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic postretirement benefit costs, which are included in selling, general and administrative expenses in our consolidated statements of operations (see Note 10 for additional details).
|
Note 9.
|
Stock-Based Compensation Plans
|
Shares
|
Weighted Average
Grant Date Fair
Value Per Share
|
|||||||
Balance at December 31, 2015
|
758,550
|
$
|
27.19
|
|||||
Granted
|
—
|
—
|
||||||
Vested
|
—
|
—
|
||||||
Forfeited
|
(1,125
|
)
|
32.40
|
|||||
Balance at March 31, 2016
|
757,425
|
$
|
27.19
|
Note 10. | Employee Benefits |
Three Months Ended
March 31,
|
||||||||
Postretirement benefits
|
2016
|
2015
|
||||||
Service cost
|
$
|
—
|
$
|
—
|
||||
Interest cost
|
3
|
7
|
||||||
Amortization of prior service cost
|
(13
|
)
|
(29
|
)
|
||||
Actuarial net loss
|
275
|
434
|
||||||
Net periodic benefit cost
|
$
|
265
|
$
|
412
|
Note 11. | Fair Value Measurements |
Note 12. | Earnings Per Share |
Three Months Ended
March 31,
|
||||||||
Basic Net Earnings Per Common Share:
|
2016
|
2015
|
||||||
Earnings from continuing operations
|
$
|
12,656
|
$
|
9,339
|
||||
Loss from discontinued operations
|
(452
|
)
|
(391
|
)
|
||||
Net earnings available to common stockholders
|
$
|
12,204
|
$
|
8,948
|
||||
Weighted average common shares outstanding
|
22,642
|
22,911
|
||||||
Earnings from continuing operations per common share
|
$
|
0.56
|
$
|
0.41
|
||||
Loss from discontinued operations per common share
|
(0.02
|
)
|
(0.02
|
)
|
||||
Basic net earnings per common share
|
$
|
0.54
|
$
|
0.39
|
||||
Diluted Net Earnings Per Common Share:
|
||||||||
Earnings from continuing operations
|
$
|
12,656
|
$
|
9,339
|
||||
Loss from discontinued operations
|
(452
|
)
|
(391
|
)
|
||||
Net earnings available to common stockholders
|
$
|
12,204
|
$
|
8,948
|
||||
Weighted average common shares outstanding
|
22,642
|
22,911
|
||||||
Plus incremental shares from assumed conversions:
|
||||||||
Dilutive effect of restricted stock and performance stock
|
303
|
323
|
||||||
Dilutive effect of stock options
|
—
|
4
|
||||||
Weighted average common shares outstanding – Diluted
|
22,945
|
23,238
|
||||||
Earnings from continuing operations per common share
|
$
|
0.55
|
$
|
0.40
|
||||
Loss from discontinued operations per common share
|
(0.02
|
)
|
(0.01
|
)
|
||||
Diluted net earnings per common share
|
$
|
0.53
|
$
|
0.39
|
Three Months Ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Stock options
|
—
|
3
|
||||||
Restricted and performance shares
|
358
|
358
|
Note 13. | Industry Segments |
Three Months Ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Net Sales
|
||||||||
Engine Management
|
$
|
180,681
|
$
|
177,071
|
||||
Temperature Control
|
56,766
|
48,728
|
||||||
All Other
|
1,464
|
1,790
|
||||||
Consolidated
|
$
|
238,911
|
$
|
227,589
|
||||
Intersegment Revenue
|
||||||||
Engine Management
|
$
|
4,872
|
$
|
5,023
|
||||
Temperature Control
|
1,594
|
1,444
|
||||||
All Other
|
(6,466
|
)
|
(6,467
|
)
|
||||
Consolidated
|
$
|
—
|
$
|
—
|
||||
Operating Income
|
||||||||
Engine Management
|
$
|
24,204
|
$
|
21,716
|
||||
Temperature Control
|
2,167
|
(1,419
|
)
|
|||||
All Other
|
(6,352
|
)
|
(5,382
|
)
|
||||
Consolidated
|
$
|
20,019
|
$
|
14,915
|
Note 14. | Commitments and Contingencies |
Three Months Ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Balance, beginning of period
|
$
|
23,395
|
$
|
19,328
|
||||
Liabilities accrued for current year sales
|
22,581
|
21,036
|
||||||
Settlements of warranty claims
|
(19,572
|
)
|
(20,379
|
)
|
||||
Balance, end of period
|
$
|
26,404
|
$
|
19,985
|
Three Months Ended
March 31,
|
Engine
Management
|
Temperature
Control
|
Other
|
Total
|
||||||||||||
2016
|
||||||||||||||||
Net sales
|
$
|
180,681
|
$
|
56,766
|
$
|
1,464
|
$
|
238,911
|
||||||||
Gross margins
|
57,276
|
14,090
|
1,630
|
72,996
|
||||||||||||
Gross margin percentage
|
31.7
|
%
|
24.8
|
%
|
—
|
30.6
|
%
|
|||||||||
2015
|
||||||||||||||||
Net sales
|
$
|
177,071
|
$
|
48,728
|
$
|
1,790
|
$
|
227,589
|
||||||||
Gross margins
|
51,702
|
9,827
|
2,360
|
63,889
|
||||||||||||
Gross margin percentage
|
29.2
|
%
|
20.2
|
%
|
—
|
28.1
|
%
|
(In thousands)
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021-2025
|
Total
|
|||||||||||||||||||||
Lease obligations
|
$
|
5,545
|
$
|
6,278
|
$
|
4,421
|
$
|
2,645
|
$
|
2,303
|
$
|
6,269
|
$
|
27,461
|
||||||||||||||
Postretirement benefits
|
1,926
|
63
|
59
|
54
|
50
|
181
|
2,333
|
|||||||||||||||||||||
Severance payments related to restructuring and integration
|
166
|
210
|
100
|
12
|
2
|
—
|
490
|
|||||||||||||||||||||
Total commitments
|
$
|
7,637
|
$
|
6,551
|
$
|
4,580
|
$
|
2,711
|
$
|
2,355
|
$
|
6,450
|
$
|
30,284
|
(a) | Indebtedness under our revolving credit facilities is not included in the table above as it is reported as a current liability in our consolidated balance sheets. As of March 31, 2016, amounts outstanding under our revolving credit facilities were $49.5 million. |
(b) | Severance payments related to restructuring and integration in the table above includes $0.2 million of restructuring and integration expenses recognized during the three months ended March 31, 2016 related to the plant rationalization program initiated in February 2016. We anticipate a total charge of approximately $3.4 million to be recorded within the next 24 months related to the program. |
(a) | Evaluation of Disclosure Controls and Procedures. |
(b) | Changes in Internal Control Over Financial Reporting. |
Period
|
Total Number of
Shares Purchased
(1)
|
Average
Price Paid
Per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
|
Maximum Number (or
Approximate Dollar
Value) of Shares that
may yet be Purchased
Under the Plans or
Programs (2)
|
||||||||||||
January 1 – 31, 2016
|
10,135
|
$
|
37.24
|
10,135
|
—
|
|||||||||||
February 1 – 29, 2016
|
—
|
—
|
—
|
—
|
||||||||||||
March 1 – 31, 2016
|
—
|
—
|
—
|
—
|
||||||||||||
Total
|
10,135
|
$
|
37.24
|
10,135
|
—
|
(1) | All shares were purchased through the publicly announced stock repurchase programs in open-market transactions. |
(2) | This completed our 2015 Board of Directors authorized stock repurchase programs. In total, under these programs we repurchased 561,926 shares of our common stock at a total cost of $20 million. In January 2016, we repurchased 10,135 shares of our common stock under these programs at a cost of $0.4 million. |
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
STANDARD MOTOR PRODUCTS, INC.
|
|
(Registrant)
|
|
Date: May 5, 2016
|
/s/ James J. Burke
|
James J. Burke
|
|
Executive Vice President Finance,
|
|
Chief Financial Officer
|
|
(Principal Financial and
|
|
Accounting Officer)
|
Exhibit
Number
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
1.
|
I have reviewed this report on Form 10-Q of Standard Motor Products, Inc.;
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 5, 2016
|
||
/s/ Eric P. Sills
|
||
Eric P. Sills
|
||
Chief Executive Officer, President
|
1.
|
I have reviewed this report on Form 10-Q of Standard Motor Products, Inc.;
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 5, 2016
|
||
/s/ James J. Burke
|
||
James J. Burke
|
||
Chief Financial Officer
|
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
/s/ Eric P. Sills
|
|
Eric P. Sills
|
|
Chief Executive Officer, President
|
|
May 5, 2016
|
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
/s/ James J. Burke
|
|
James J. Burke
|
|
Chief Financial Officer
|
|
May 5, 2016
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 02, 2016 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STANDARD MOTOR PRODUCTS INC | |
Entity Central Index Key | 0000093389 | |
Current Fiscal Year End Date | --12-31 | |
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 | 22,696,385 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ||
Net earnings | $ 12,204 | $ 8,948 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 1,785 | (3,074) |
Amortization of: | ||
Prior service benefit | (13) | (29) |
Unrecognized loss | 275 | 618 |
Foreign currency exchange rate changes | 4 | 8 |
Income tax expense related to pension and postretirement plans | (108) | (241) |
Pension and postretirement plans, net of tax | 158 | 356 |
Total other comprehensive income (loss), net of tax | 1,943 | (2,718) |
Comprehensive income | $ 14,147 | $ 6,230 |
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
CURRENT ASSETS: | ||
Accounts receivable, allowances for discounts and doubtful accounts | $ 4,670 | $ 4,246 |
Property, plant and equipment, accumulated depreciation | $ 197,483 | $ 194,077 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 2.00 | $ 2.00 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 23,936,036 | 23,936,036 |
Treasury stock - at cost (in shares) | 1,245,276 | 1,295,316 |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands |
Common Stock [Member] |
Capital in Excess of Par Value [Member] |
Retained Earnings [Member] |
Accumulated Other Comprehensive Income (Loss) [Member] |
Treasury Stock [Member] |
Total |
---|---|---|---|---|---|---|
Balance at Dec. 31, 2015 | $ 47,872 | $ 93,247 | $ 291,481 | $ (6,474) | $ (34,147) | $ 391,979 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 0 | 0 | 12,204 | 0 | 0 | 12,204 |
Other comprehensive income, net of tax | 0 | 0 | 0 | 1,943 | 0 | 1,943 |
Cash dividends paid | 0 | 0 | (3,849) | 0 | 0 | (3,849) |
Purchase of treasury stock | 0 | 0 | 0 | 0 | (377) | (377) |
Stock-based compensation and related tax benefits | 0 | 1,208 | 0 | 0 | 25 | 1,233 |
Employee Stock Ownership Plan | 0 | 455 | 0 | 0 | 1,566 | 2,021 |
Balance at Mar. 31, 2016 | $ 47,872 | $ 94,910 | $ 299,836 | $ (4,531) | $ (32,933) | $ 405,154 |
Basis of Presentation |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Basis of Presentation [Abstract] | |||
Basis of Presentation |
Standard Motor Products, Inc. and subsidiaries (referred to as the “Company,” “we,” “us,” or “our”) is engaged in the manufacture and distribution of replacement parts for motor vehicles in the automotive aftermarket industry with a complementary focus on heavy duty, industrial equipment and the original equipment service market. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015. The unaudited consolidated financial statements include our accounts and all domestic and international companies in which we have more than a 50% equity ownership. Our investments in unconsolidated affiliates are accounted for on the equity method, as we do not have a controlling financial interest. All significant inter-company items have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year. |
Summary of Significant Accounting Policies |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Summary of Significant Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies |
The preparation of consolidated annual and quarterly financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. We have made a number of estimates and assumptions in the preparation of these consolidated financial statements. We can give no assurance that actual results will not differ from those estimates. Some of the more significant estimates include allowances for doubtful accounts, realizability of inventory, goodwill and other intangible assets, depreciation and amortization of long-lived assets, product liability, other postretirement benefits, asbestos, environmental and litigation matters, the valuation of deferred tax assets and sales return allowances. There have been no material changes to our critical accounting policies and estimates from the information provided in Note 1 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015. Recently Issued Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”), which outlines the need to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease). For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or financing. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard is effective for annual reporting periods beginning after December 15, 2018, which for us is January 1, 2019, and interim periods within those annual periods. The new standard must be adopted utilizing a modified retrospective transition, and provides for certain expedients. Early adoption is permitted. The new standard will require that we recognize all of our leases, including our current operating leases, on the balance sheet. We are currently evaluating the magnitude of the new standard, the impact the new standard will have on our consolidated financial statements, and when we will adopt the new standard. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the new guidance, “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The new standard provides entities the option of using either a full retrospective or a modified approach to adopt the guidance. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date (“ASU 2015-14”), which defers by one year the mandatory effective date of its revenue recognition standard, and provides entities the option to adopt the standard as of the original effective date. The new standard is now effective for annual reporting periods beginning after December 15, 2017, which for us is January 1, 2018, and interim periods within those annual periods. Early adoption is now permitted, but not before the original effective date, which for us is January 1, 2017. We are currently evaluating the impact, if any, this new standard will have on our consolidated financial statements, when we will adopt the new standard, and the method of adoption. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance requires (1) that the tax effects related to share-based payments at settlement (or expiration) be recorded through the tax provision (benefit) in the income statement rather than in equity as permitted under current guidance under certain circumstances; (2) that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities; and (3) that when computing diluted earnings per share, the effect of “windfall” tax benefits be excluded from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method. The new standard is effective for annual reporting periods beginning after December 15, 2016, which for us is January 1, 2017, and interim periods within that reporting period. Early adoption is permitted. We do not anticipate that the adoption of ASU 2016-09 will have a material effect on our consolidated financial statements. Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, (“ASU 2015-17”), which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new guidance requires entities to offset all deferred tax assets and liabilities (and valuation allowances) for each tax-paying jurisdiction within each tax-paying component. The net deferred tax must be presented as a single noncurrent amount. The new standard is effective for periods beginning after December 15, 2016, which for us is January 1, 2017. The new standard provides entities the option of either a retrospective or prospective approach to adopt the guidance. Early adoption is permitted. We do not anticipate that the adoption of ASU 2015-17 will have a material effect on our consolidated financial statements. Simplifying the Measurement of Inventory In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, (“ASU 2015-11”), which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value for entities that do not measure inventory using the last-in, first-out, or retail inventory method. This ASU applies to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. In addition, ASU 2015-11 eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The new standard is effective for periods beginning after December 15, 2016, which for us is January 1, 2017. The new standard should be applied prospectively. Early adoption is permitted. We do not anticipate that the adoption of ASU 2015-11 will have a material effect on our consolidated financial statements. Simplifying the Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, (“ASU 2015-03”), which requires that debt issuance costs be presented in the balance sheet as a direct deduction of the carrying value of the associated debt liability. Under the existing guidance, debt issuance costs are required to be presented in the balance sheet as a deferred charge (i.e., an asset). The new standard is effective for periods beginning after December 15, 2015, which for us was January 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. The new standard should be applied retrospectively to all periods presented in the financial statements. In June 2015, at the Emerging Issues Task Force meeting, the FASB clarified that ASU 2015-03 does not address debt issuance costs related to revolving credit debt arrangements. In connection therewith, at the June 2015 meeting, the SEC staff announced that it would not object to the presentation of issuance costs related to revolving debt arrangements as an asset that is amortized over the term of the arrangement. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which amended ASU 2015-03 to incorporate the conclusions reached by the SEC staff at its June 2015 Emerging Issues Task Force meeting. The adoption of the new standard did not change the manner in which we present debt financing costs related to our revolving credit facility as it is still presented as an asset in our consolidated balance sheets. Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments related to business acquisitions. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. In addition, ASU 2015-16 requires that companies present separately on the face of the income statement, or disclose in the notes, the portion of the adjustment recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The new standard is effective for periods beginning after December 15, 2015, which for us was January 1, 2016. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. Early adoption is permitted. We have adopted the new standard and will prospectively apply the new standard to measurement period adjustments related to all future business acquisitions. |
Restructuring and Integration Costs |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Integration Costs [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Integration Costs |
The aggregated liabilities included in “sundry payables and accrued expenses” and “other accrued liabilities” in the consolidated balance sheet relating to the restructuring and integration activities, including the plant rationalization program and prior programs, as of December 31, 2015 and March 31, 2016 and activity for the three months ended March 31, 2016 consisted of the following (in thousands):
Plant Rationalization Program In February 2016, in connection with our ongoing efforts to improve operating efficiencies and reduce costs, we finalized our intention to implement a plant rationalization initiative. As part of the plant rationalization, we plan to relocate certain production activities from our Grapevine, Texas manufacturing facility to facilities in Greenville, South Carolina and Reynosa, Mexico, relocate certain service functions from Grapevine, Texas to our administrative offices in Lewisville, Texas, and close our Grapevine, Texas facility. In addition, certain production activities will be relocated from our Greenville, South Carolina manufacturing facility to our manufacturing facility in Bialystok, Poland. Restructuring and integration expenses expected to be incurred related to the program of approximately $5 million, consisting of employee severance and relocation of certain machinery and equipment, will be recognized throughout the program. During the three months ended March 31, 2016, we recognized $0.2 million of restructuring and integration expenses related to the program. We anticipate that the plant rationalization will be completed within 24 months. Activity, by segment, for the three months ended March 31, 2016 related to our plant rationalization program consisted of the following (in thousands):
Prior Year Programs Liabilities associated with the prior year restructuring and integration programs of $0.8 million as of March 31, 2016 relate primarily to employee severance and other retiree benefit enhancements to be paid through 2020 and environmental clean-up costs at our Long Island City, New York location in connection with the closure of our manufacturing operations at the site. Restructuring and integration expenses for these programs for the three months ended March 31, 2016 and 2015 were not material. |
Sale of Receivables |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Sale of Receivables [Abstract] | |||
Sale of Receivables |
From time to time, we sell undivided interests in certain of our receivables to financial institutions. We enter these agreements at our discretion when we determine that the cost of factoring is less than the cost of servicing our receivables with existing debt. Under the terms of the agreements, we retain no rights or interest, have no obligations with respect to the sold receivables, and do not service the receivables after the sale. As such, these transactions are being accounted for as a sale. Pursuant to these agreements, we sold $165.9 million and $144 million of receivables during the three months ended March 31, 2016 and 2015, respectively. A charge in the amount of $4 million and $2.9 million related to the sale of receivables is included in selling, general and administrative expense in our consolidated statements of operations for the three months ended March 31, 2016 and 2015, respectively. If we do not enter into these arrangements or if any of the financial institutions with which we enter into these arrangements were to experience financial difficulties or otherwise terminate these arrangements, our financial condition, results of operations and cash flows could be materially and adversely affected by delays or failures to collect future trade accounts receivable. |
Inventories |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Inventories, which are stated at the lower of cost (determined by means of the first-in, first-out method) or market, consist of the following:
|
Acquired Intangible Assets |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired Intangible Assets |
Acquired identifiable intangible assets consist of the following:
Total amortization expense for acquired intangible assets was $1.2 million and $1.3 million for the three months ended March 31, 2016 and 2015, respectively. Based on the current estimated useful lives assigned to our intangible assets, amortization expense is estimated to be $3.6 million for the remainder of 2016, $4.7 million in 2017, $4.5 million in 2018, $3.8 million in 2019 and $5 million in the aggregate for the years 2020 through 2029. |
Credit Facilities and Long-Term Debt |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facilities and Long-Term Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facilities and Long-Term Debt |
Total debt outstanding is summarized as follows:
Revolving Credit Facility In October 2015, we entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as agent, and a syndicate of lenders for a senior secured revolving credit facility with a line of credit of up to $250 million (with an additional $50 million accordion feature) and a maturity date in October 2020. The new credit agreement replaces our prior credit facility with General Electric Capital Corporation, as agent, and the lenders therein. Direct borrowings under the new credit agreement bear interest at LIBOR plus a margin ranging from 1.25% to 1.75% based on our borrowing availability, or floating at the alternate base rate plus a margin ranging from 0.25% to 0.75% based on our borrowing availability, at our option. The credit agreement is guaranteed by certain of our subsidiaries and secured by certain of our assets. Borrowings under the new credit agreement are secured by substantially all of our assets, including accounts receivable, inventory and certain fixed assets, and those of certain of our subsidiaries. Availability under the credit agreement is based on a formula of eligible accounts receivable, eligible inventory, eligible equipment and eligible fixed assets. After taking into account outstanding borrowings under the credit agreement, there was an additional $151.7 million available for us to borrow pursuant to the formula at March 31, 2016. Outstanding borrowings under the credit agreements, which are classified as current liabilities, were $49.5 million and $47.4 million at March 31, 2016 and December 31, 2015, respectively. Borrowings under the restated credit agreement have been classified as current liabilities based upon the accounting rules and certain provisions in the agreement. At March 31, 2016, the weighted average interest rate on our credit agreement was 2%, which consisted of $44 million in direct borrowings at 1.7% and an alternative base rate loan of $5.5 million at 3.8%. At December 31, 2015, the weighted average interest rate on our credit agreement was 1.7%, which consisted of $44 million in direct borrowings at 1.6% and an alternative base rate loan of $3.4 million at 3.8%. During the three months ended March 31, 2016, our average daily alternative base rate loan balance was $3.2 million compared to our average daily index loan balance of $4.3 million for the three months ended March 31, 2015 and our average daily alternative base rate/index loan balance of $4.9 million for the year ended December 31, 2015. At any time that our borrowing availability is less than the greater of either (a) $25 million, or 10% of the commitments if fixed assets are not included in the borrowing base, or (b) $31.25 million, or 12.5% of the commitments if fixed assets are included in the borrowing base, the terms of the credit agreement provide for, among other provisions, a financial covenant requiring us, on a consolidated basis, to maintain a fixed charge coverage ratio of 1:1 at the end of each fiscal quarter (rolling four quarters). As of March 31, 2016, we were not subject to these covenants. The credit agreement permits us to pay cash dividends of $20 million and make stock repurchases of $20 million in any fiscal year subject to a minimum availability of $25 million. Provided specific conditions are met, the credit agreement also permits acquisitions, permissible debt financing, capital expenditures, and cash dividend payments and stock repurchases of greater than $20 million. The new credit agreement also replaces our Canadian Credit Agreement with GE Canada Finance Holding Company. The new agreement with JPMorgan Chase Bank, N.A. allows for a $10 million line of credit to Canada as part of the $250 million available for borrowing. Deferred Financing Costs We had deferred financing costs of $1.5 million and $1.6 million as of March 31, 2016 and December 31, 2015, respectively. Deferred financing costs are related to our revolving credit facility. Deferred financing costs as of March 31, 2016 are being amortized in the amounts of $0.3 million for the remainder of 2016, $0.3 million in 2017, $0.3 million in 2018, $0.3 million in 2019 and $0.3 million in 2020. |
Accumulated Other Comprehensive Income |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income |
Changes in Accumulated Other Comprehensive Income by Component (in thousands)
Reclassifications Out of Accumulated Other Comprehensive Income (in thousands)
|
Stock-Based Compensation Plans |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Plans |
We account for our stock-based compensation plans in accordance with the provisions of FASB ASC 718, Stock Compensation, which requires that a company measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized in the consolidated statement of operations over the period during which an employee is required to provide service in exchange for the award. Restricted and Performance Stock Grants As part of the 2006 Omnibus Incentive Plan, we currently grant shares of restricted stock to eligible employees and our independent directors and performance-based stock to eligible employees. Selected executives and other key personnel are granted performance awards whose vesting is contingent upon meeting various performance measures with a retention feature. Performance-based shares are subject to a three-year measuring period and the achievement of performance targets and, depending upon the achievement of such performance targets, they may become vested on the third anniversary of the date of grant. Each period we evaluate the probability of achieving the applicable targets, and we adjust our accrual accordingly. Restricted shares granted to employees become fully vested upon the third anniversary of the date of grant; and for selected key executives, certain additional restricted share grants vest 25% upon the attainment of age 60, 25% upon the attainment of age 63 and become fully vested upon the attainment of age 65. Restricted shares granted to directors become fully vested upon the first anniversary of the date of grant. Commencing with the 2015 grants, restricted and performance shares issued to certain key executives and directors are subject to a one or two year holding period upon the lapse of the three year vesting period. Forfeitures on restricted stock grants are estimated at 5% for employees and 0% for executives and directors, respectively, based on our evaluation of historical and expected future turnover. Our restricted and performance-based share activity was as follows for the three months ended March 31, 2016:
We recorded compensation expense related to restricted shares and performance-based shares of $1.1 million ($0.7 million, net of tax) and $1.3 million ($0.8 million, net of tax) for the three months ended March 31, 2016 and 2015, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $11.2 million at March 31, 2016, and is expected to be recognized as they vest over a weighted average period of 5.6 years and 0.1 years for employees and directors, respectively. |
Employee Benefits |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefits [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefits |
The components of net periodic benefit cost for our postretirement benefit plans for the three months ended March 31, 2016 and 2015 were as follows (in thousands):
For the three months ended March 31, 2016, we made employee benefit contributions of $0.3 million related to our postretirement plans. Based on current actuarial estimates, we believe we will be required to make approximately $2.6 million in contributions for 2016. We maintain a defined contribution Supplemental Executive Retirement Plan for key employees. Under the plan, these employees may elect to defer a portion of their compensation and, in addition, we may at our discretion make contributions to the plan on behalf of the employees. In March 2016, we made company contributions to the plan of $0.3 million related to calendar year 2015. We also maintain a defined benefit unfunded Supplemental Executive Retirement Plan (“SERP”). The SERP, as amended, is a defined benefit plan pursuant to which we will pay supplemental pension benefits to certain key employees upon the attainment of a contractual participant’s payment date based upon the employees’ years of service and compensation. In October 2015, the sole remaining participant in the unfunded SERP reached his applicable payment date and, in connection therewith, received his corresponding lump-sum distribution of $7.6 million. We recorded no expense related to the plan during the three months ended March 31, 2016. Net periodic benefit cost of $0.2 million was recorded related to the plan for the three months ended March 31, 2015. We also have an Employee Stock Ownership Plan and Trust for employees who are not covered by a collective bargaining agreement. In connection therewith, we maintain an employee benefits trust to which we contribute shares of treasury stock. We are authorized to instruct the trustees to distribute such shares toward the satisfaction of our future obligations under the plan. The shares held in trust are not considered outstanding for purposes of calculating earnings per share until they are committed to be released. The trustees will vote the shares in accordance with their fiduciary duties. During the three months ended March 31, 2016, we contributed to the trust an additional 59,200 shares from our treasury and released 59,200 shares from the trust leaving 200 shares remaining in the trust as of March 31, 2016. |
Fair Value Measurements |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 | |||
Fair Value Measurements [Abstract] | |||
Fair Value Measurements |
The carrying value of our financial instruments consisting of cash and cash equivalents, deferred compensation, and short term borrowings approximate their fair value. In each instance, fair value is determined after considering Level 1 inputs under the three-level fair value hierarchy. For fair value purposes, the carrying value of cash and cash equivalents approximates fair value due to the short maturity of those investments. The fair value of the assets held by the deferred compensation plan are based on the quoted market prices of the underlying funds which are held in registered investment companies. The carrying value of our revolving credit facilities, classified as short term borrowings, equals fair market value because the interest rate reflects current market rates. |
Earnings Per Share |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share |
The following are reconciliations of the earnings available to common stockholders and the shares used in calculating basic and dilutive net earnings per common share (in thousands, except per share data):
The shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or because they were excluded under the treasury method (in thousands):
|
Industry Segments |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industry Segments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industry Segments |
We have two major reportable operating segments, each of which focuses on a specific line of replacement parts. Our Engine Management Segment manufactures and remanufactures ignition and emission parts, ignition wires, battery cables, fuel system parts and sensors for vehicle systems. Our Temperature Control Segment manufactures and remanufactures air conditioning compressors, air conditioning and heating parts, engine cooling system parts, power window accessories and windshield washer system parts. The following tables show our net sales, intersegment revenue and operating income by our operating segments (in thousands):
|
Commitments and Contingencies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
Asbestos In 1986, we acquired a brake business, which we subsequently sold in March 1998 and which is accounted for as a discontinued operation. When we originally acquired this brake business, we assumed future liabilities relating to any alleged exposure to asbestos-containing products manufactured by the seller of the acquired brake business. In accordance with the related purchase agreement, we agreed to assume the liabilities for all new claims filed on or after September 2001. Our ultimate exposure will depend upon the number of claims filed against us on or after September 2001 and the amounts paid for indemnity and defense thereof. At March 31, 2016, approximately 1,620 cases were outstanding for which we may be responsible for any related liabilities. Since inception in September 2001 through March 31, 2016, the amounts paid for settled claims are approximately $19.2 million. In evaluating our potential asbestos-related liability, we have considered various factors including, among other things, an actuarial study of the asbestos related liabilities performed by an independent actuarial firm, our settlement amounts and whether there are any co-defendants, the jurisdiction in which lawsuits are filed, and the status and results of settlement discussions. As is our accounting policy, we consider the advice of actuarial consultants with experience in assessing asbestos-related liabilities to estimate our potential claim liability. The methodology used to project asbestos-related liabilities and costs in our actuarial study considered: (1) historical data available from publicly available studies; (2) an analysis of our recent claims history to estimate likely filing rates into the future; (3) an analysis of our currently pending claims; and (4) an analysis of our settlements to date in order to develop average settlement values. The most recent actuarial study was performed as of August 31, 2015. The updated study has estimated an undiscounted liability for settlement payments, excluding legal costs and any potential recovery from insurance carriers, ranging from $33.3 million to $51.1 million for the period through 2058. The change from the prior year study was a $2.8 million decrease for the low end of the range and a $4.3 million decrease for the high end of the range. The decrease in the estimated undiscounted liability from the prior year study at both the low end and high end of the range reflects our actual experience over the prior twelve months, our historical data and certain assumptions with respect to events that may occur in the future. Based on the information contained in the actuarial study and all other available information considered by us, we have concluded that no amount within the range of settlement payments was more likely than any other and, therefore, in assessing our asbestos liability we compare the low end of the range to our recorded liability to determine if an adjustment is required. Based upon the results of the August 31, 2015 actuarial study, a favorable adjustment to the asbestos liability was not recorded in our consolidated financial statements as the difference between our recorded liability and the liability in the actuarial report at the low end of the range was not material. Future legal costs, which are expensed as incurred and reported in loss from discontinued operations in the accompanying statement of operations, are estimated, according to the updated study, to range from $40 million to $75.5 million for the period through 2058. We plan to perform an annual actuarial evaluation during the third quarter of each year for the foreseeable future. Given the uncertainties associated with projecting such matters into the future and other factors outside our control, we can give no assurance that additional provisions will not be required. We will continue to monitor the circumstances surrounding these potential liabilities in determining whether additional provisions may be necessary. At the present time, however, we do not believe that any additional provisions would be reasonably likely to have a material adverse effect on our liquidity or consolidated financial position. Other Litigation We are currently involved in various other legal claims and legal proceedings (some of which may involve substantial amounts), including claims related to commercial disputes, product liability, employment, and environmental. Although these legal claims and legal proceedings are subject to inherent uncertainties, based on our understanding and evaluation of the relevant facts and circumstances, we believe that the ultimate outcome of these matters will not, either individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations. We may at any time determine that settling any of these matters is in our best interests, which settlement may include substantial payments. Although we cannot currently predict the specific amount of any liability that may ultimately arise with respect to any of these matters, we will record provisions when the liability is considered probable and reasonably estimable. Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated. As additional information becomes available, we reassess our potential liability related to these matters. Such revisions of the potential liabilities could have a material adverse effect on our business, financial condition or results of operations. Warranties We generally warrant our products against certain manufacturing and other defects. These product warranties are provided for specific periods of time of the product depending on the nature of the product. As of March 31, 2016 and 2015, we have accrued $26.4 million and $20 million, respectively, for estimated product warranty claims included in accrued customer returns. The accrued product warranty costs are based primarily on historical experience of actual warranty claims. The following table provides the changes in our product warranties (in thousands):
|
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”), which outlines the need to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease). For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or financing. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. The new standard is effective for annual reporting periods beginning after December 15, 2018, which for us is January 1, 2019, and interim periods within those annual periods. The new standard must be adopted utilizing a modified retrospective transition, and provides for certain expedients. Early adoption is permitted. The new standard will require that we recognize all of our leases, including our current operating leases, on the balance sheet. We are currently evaluating the magnitude of the new standard, the impact the new standard will have on our consolidated financial statements, and when we will adopt the new standard. Revenue from Contracts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Under the new guidance, “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” The new standard provides entities the option of using either a full retrospective or a modified approach to adopt the guidance. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date (“ASU 2015-14”), which defers by one year the mandatory effective date of its revenue recognition standard, and provides entities the option to adopt the standard as of the original effective date. The new standard is now effective for annual reporting periods beginning after December 15, 2017, which for us is January 1, 2018, and interim periods within those annual periods. Early adoption is now permitted, but not before the original effective date, which for us is January 1, 2017. We are currently evaluating the impact, if any, this new standard will have on our consolidated financial statements, when we will adopt the new standard, and the method of adoption. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements. The new guidance requires (1) that the tax effects related to share-based payments at settlement (or expiration) be recorded through the tax provision (benefit) in the income statement rather than in equity as permitted under current guidance under certain circumstances; (2) that all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities; and (3) that when computing diluted earnings per share, the effect of “windfall” tax benefits be excluded from the hypothetical proceeds used to calculate the repurchase of shares under the treasury stock method. The new standard is effective for annual reporting periods beginning after December 15, 2016, which for us is January 1, 2017, and interim periods within that reporting period. Early adoption is permitted. We do not anticipate that the adoption of ASU 2016-09 will have a material effect on our consolidated financial statements. Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, (“ASU 2015-17”), which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new guidance requires entities to offset all deferred tax assets and liabilities (and valuation allowances) for each tax-paying jurisdiction within each tax-paying component. The net deferred tax must be presented as a single noncurrent amount. The new standard is effective for periods beginning after December 15, 2016, which for us is January 1, 2017. The new standard provides entities the option of either a retrospective or prospective approach to adopt the guidance. Early adoption is permitted. We do not anticipate that the adoption of ASU 2015-17 will have a material effect on our consolidated financial statements. Simplifying the Measurement of Inventory In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, (“ASU 2015-11”), which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value for entities that do not measure inventory using the last-in, first-out, or retail inventory method. This ASU applies to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. In addition, ASU 2015-11 eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The new standard is effective for periods beginning after December 15, 2016, which for us is January 1, 2017. The new standard should be applied prospectively. Early adoption is permitted. We do not anticipate that the adoption of ASU 2015-11 will have a material effect on our consolidated financial statements. Simplifying the Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, (“ASU 2015-03”), which requires that debt issuance costs be presented in the balance sheet as a direct deduction of the carrying value of the associated debt liability. Under the existing guidance, debt issuance costs are required to be presented in the balance sheet as a deferred charge (i.e., an asset). The new standard is effective for periods beginning after December 15, 2015, which for us was January 1, 2016. Early adoption is permitted for financial statements that have not been previously issued. The new standard should be applied retrospectively to all periods presented in the financial statements. In June 2015, at the Emerging Issues Task Force meeting, the FASB clarified that ASU 2015-03 does not address debt issuance costs related to revolving credit debt arrangements. In connection therewith, at the June 2015 meeting, the SEC staff announced that it would not object to the presentation of issuance costs related to revolving debt arrangements as an asset that is amortized over the term of the arrangement. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which amended ASU 2015-03 to incorporate the conclusions reached by the SEC staff at its June 2015 Emerging Issues Task Force meeting. The adoption of the new standard did not change the manner in which we present debt financing costs related to our revolving credit facility as it is still presented as an asset in our consolidated balance sheets. Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments related to business acquisitions. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. In addition, ASU 2015-16 requires that companies present separately on the face of the income statement, or disclose in the notes, the portion of the adjustment recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The new standard is effective for periods beginning after December 15, 2015, which for us was January 1, 2016. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. Early adoption is permitted. We have adopted the new standard and will prospectively apply the new standard to measurement period adjustments related to all future business acquisitions. |
Restructuring and Integration Costs (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Integration (Income) Expenses | The aggregated liabilities included in “sundry payables and accrued expenses” and “other accrued liabilities” in the consolidated balance sheet relating to the restructuring and integration activities, including the plant rationalization program and prior programs, as of December 31, 2015 and March 31, 2016 and activity for the three months ended March 31, 2016 consisted of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plant Rationalization Program [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Integration (Income) Expenses | Activity, by segment, for the three months ended March 31, 2016 related to our plant rationalization program consisted of the following (in thousands):
|
Inventories (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories | Inventories, which are stated at the lower of cost (determined by means of the first-in, first-out method) or market, consist of the following:
|
Acquired Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired Identifiable Intangible Assets | Acquired identifiable intangible assets consist of the following:
|
Credit Facilities and Long-Term Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facilities and Long-Term Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Total Debt Outstanding | Total debt outstanding is summarized as follows:
|
Accumulated Other Comprehensive Income (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Changes in Accumulated Other Comprehensive Income | Changes in Accumulated Other Comprehensive Income by Component (in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclassification out of Accumulated Other Comprehensive Income | Reclassifications Out of Accumulated Other Comprehensive Income (in thousands)
|
Stock-Based Compensation Plans (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted and Performance-based Share Activity | Our restricted and performance-based share activity was as follows for the three months ended March 31, 2016:
|
Employee Benefits (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Benefits [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost for Postretirement Benefit Plans | The components of net periodic benefit cost for our postretirement benefit plans for the three months ended March 31, 2016 and 2015 were as follows (in thousands):
|
Earnings Per Share (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliations of the Earnings Available to Common Stockholders and the Shares used in Calculating Basic and Dilutive Net Earnings per Common Share | The following are reconciliations of the earnings available to common stockholders and the shares used in calculating basic and dilutive net earnings per common share (in thousands, except per share data):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anti-dilutive Securities Excluded from Computation of Earnings per Share | The shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or because they were excluded under the treasury method (in thousands):
|
Industry Segments (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industry Segments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales and Operating Income by Operating Segments | The following tables show our net sales, intersegment revenue and operating income by our operating segments (in thousands):
|
Commitments and Contingencies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Product Warranties | The following table provides the changes in our product warranties (in thousands):
|
Basis of Presentation (Details) |
Mar. 31, 2016 |
---|---|
Basis of Presentation [Abstract] | |
Equity ownership in entities included in consolidated financial statements, minimum | 50.00% |
Sale of Receivables (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Sale of Receivables [Abstract] | ||
Sale of receivables to financial institutions | $ 165.9 | $ 144.0 |
Charge related to sale of receivables | $ 4.0 | $ 2.9 |
Inventories (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Inventories [Abstract] | ||
Finished goods | $ 193,948 | $ 186,782 |
Work in process | 5,588 | 5,456 |
Raw materials | 100,755 | 93,555 |
Total inventories | $ 300,291 | $ 285,793 |
Credit Facilities and Long-Term Debt, Total Debt Outstanding (Details) - USD ($) $ in Thousands |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Credit Facilities and Long-Term Debt [Abstract] | ||
Revolving credit facilities | $ 49,456 | $ 47,427 |
Other | 200 | 78 |
Total debt | 49,656 | 47,505 |
Current maturities of debt | 49,498 | 47,443 |
Long-term debt | $ 158 | $ 62 |
Credit Facilities and Long-Term Debt, Revolving Credit Facility (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
General Electric Capital Corporation Credit Facility [Member] | Index Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Average daily loan balance outstanding | $ 4,300 | ||
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 10,000 | ||
JPMorgan Chase Bank Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 250,000 | ||
Line of credit facility, additional borrowing capacity | $ 50,000 | ||
Maturity date | Oct. 31, 2020 | ||
Additional available borrowing capacity | $ 151,700 | ||
Outstanding borrowings under credit facility | $ 49,500 | $ 47,400 | |
Weighted average interest rate | 2.00% | 1.70% | |
Coverage ratio | 1 | ||
JPMorgan Chase Bank Credit Agreement [Member] | Pay Cash dividend [Member] | |||
Line of Credit Facility [Line Items] | |||
Agreement permissions | $ 20,000 | ||
JPMorgan Chase Bank Credit Agreement [Member] | Stock Repurchase [Member] | |||
Line of Credit Facility [Line Items] | |||
Agreement permissions | 20,000 | ||
JPMorgan Chase Bank Credit Agreement [Member] | The Credit Agreement Also Permits Acquisitions, Permissible Debt, Cash Dividend Payments And Stock Repurchases [Member] | |||
Line of Credit Facility [Line Items] | |||
Agreement permissions | 20,000 | ||
JPMorgan Chase Bank Credit Agreement [Member] | Minimum [Member] | Stock Repurchase [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing base | $ 25,000 | ||
JPMorgan Chase Bank Credit Agreement [Member] | LIBOR [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Margin on variable rate | 1.25% | ||
JPMorgan Chase Bank Credit Agreement [Member] | LIBOR [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Margin on variable rate | 1.75% | ||
JPMorgan Chase Bank Credit Agreement [Member] | Index Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Average daily loan balance outstanding | $ 4,900 | ||
JPMorgan Chase Bank Credit Agreement [Member] | Alternate Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings under credit facility | $ 5,500 | $ 3,400 | |
Weighted average interest rate | 3.80% | 3.80% | |
Average daily loan balance outstanding | $ 3,200 | $ 4,900 | |
JPMorgan Chase Bank Credit Agreement [Member] | Alternate Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Margin on variable rate | 0.25% | ||
JPMorgan Chase Bank Credit Agreement [Member] | Alternate Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Margin on variable rate | 0.75% | ||
JPMorgan Chase Bank Credit Agreement [Member] | Fixed Assets Included in Borrowing Base [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing base | $ 31,250 | ||
Borrowing base percentage | 12.50% | ||
JPMorgan Chase Bank Credit Agreement [Member] | Fixed Assets Not Included in Borrowing Base [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing base | $ 25,000 | ||
Borrowing base percentage | 10.00% | ||
JPMorgan Chase Bank Credit Agreement [Member] | Direct Borrowings [Member] | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings under credit facility | $ 44,000 | $ 44,000 | |
Weighted average interest rate | 1.70% | 1.60% |
Credit Facilities and Long-Term Debt, Deferred Financing Costs (Details) - USD ($) $ in Millions |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred Financing Costs [Abstract] | ||
Deferred financing costs | $ 1.5 | $ 1.6 |
Amortization of financing costs reminder of 2016 | 0.3 | |
2017 | 0.3 | |
2018 | 0.3 | |
2019 | 0.3 | |
2020 | $ 0.3 |
Accumulated Other Comprehensive Income (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Changes in accumulated other comprehensive income [Roll Forward] | |
Beginning balance | $ (6,474) |
Other comprehensive income before reclassifications | 1,789 |
Amounts reclassified from accumulated other comprehensive income | 154 |
Other comprehensive income, net | 1,943 |
Ending balance | (4,531) |
Foreign Currency Translation Adjustments [Member] | |
Changes in accumulated other comprehensive income [Roll Forward] | |
Beginning balance | (5,958) |
Other comprehensive income before reclassifications | 1,785 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Other comprehensive income, net | 1,785 |
Ending balance | (4,173) |
Unrecognized Postretirement Benefit Costs (Credit) [Member] | |
Changes in accumulated other comprehensive income [Roll Forward] | |
Beginning balance | (516) |
Other comprehensive income before reclassifications | 4 |
Amounts reclassified from accumulated other comprehensive income | 154 |
Other comprehensive income, net | 158 |
Ending balance | $ (358) |
Accumulated Other Comprehensive Income, Reclassified (Details) - USD ($) $ in Thousands |
3 Months Ended | ||||
---|---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
||||
Amortization of postretirement benefit plans [Abstract] | |||||
Prior service benefit | $ (13) | $ (29) | |||
Unrecognized loss | 275 | 618 | |||
Income tax expense | (108) | $ (241) | |||
Total reclassifications for the period | (154) | ||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||
Amortization of postretirement benefit plans [Abstract] | |||||
Prior service benefit | [1] | (13) | |||
Unrecognized loss | [1] | 275 | |||
Total before income tax | 262 | ||||
Income tax expense | (108) | ||||
Total reclassifications for the period | $ 154 | ||||
|
Stock-Based Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Restricted and performance-based stock, weighted average grant date fair value per share [Roll Forward] | ||
Compensation expense, gross | $ 1,109 | $ 1,319 |
Performance-based Shares [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Measuring period for performance-based shares | 3 years | |
Restricted Shares [Member] | Employees [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Estimated forfeitures | 5.00% | |
Restricted Shares [Member] | Executives [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Estimated forfeitures | 0.00% | |
Restricted Shares [Member] | Directors [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Estimated forfeitures | 0.00% | |
Restricted Shares [Member] | Age 60 [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Vesting percentage | 25.00% | |
Restricted Shares [Member] | Age 63 [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Vesting percentage | 25.00% | |
Restricted Shares [Member] | Age65 [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Vesting percentage | 100.00% | |
Restricted and Performance-Based Shares [Member] | ||
Restricted and performance-based stock, shares [Roll Forward] | ||
Beginning of period (in shares) | 758,550 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (1,125) | |
End of period (in shares) | 757,425 | |
Restricted and performance-based stock, weighted average grant date fair value per share [Roll Forward] | ||
Beginning of period (in dollars per share) | $ 27.19 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 32.40 | |
End of period (in dollars per share) | $ 27.19 | |
Compensation expense, gross | $ 1,100 | 1,300 |
Compensation expense, net of tax | 700 | $ 800 |
Unamortized compensation expense | $ 11,200 | |
Restricted and Performance-Based Shares [Member] | Employees [Member] | ||
Restricted and performance-based stock, weighted average grant date fair value per share [Roll Forward] | ||
Weighted average period of recognition for unrecognized compensation expense | 5 years 7 months 6 days | |
Restricted and Performance-Based Shares [Member] | Directors [Member] | ||
Restricted and performance-based stock, weighted average grant date fair value per share [Roll Forward] | ||
Weighted average period of recognition for unrecognized compensation expense | 1 month 6 days | |
Restricted and Performance-Based Shares [Member] | Executives and Directors [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Expiration of vesting period | 3 years | |
Restricted and Performance-Based Shares [Member] | Executives and Directors [Member] | Minimum [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Post vesting holding period for restricted and performance shares issued | 1 year | |
Restricted and Performance-Based Shares [Member] | Executives and Directors [Member] | Maximum [Member] | ||
Restricted and Performance Stock Grants [Abstract] | ||
Post vesting holding period for restricted and performance shares issued | 2 years |
Employee Benefits (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Oct. 30, 2015 |
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Employee Stock Ownership Plan and Trust (ESOP) [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Additional shares contributed to ESOP (in shares) | 59,200 | ||
Shares released from trust (in shares) | 59,200 | ||
Total remaining balance of shares in the ESOP (in shares) | 200 | ||
Postretirement Benefits [Member] | |||
Net Periodic benefit costs related to retirement plans [Abstract] | |||
Service cost | $ 0 | $ 0 | |
Interest cost | 3 | 7 | |
Amortization of prior service cost | (13) | (29) | |
Actuarial net loss | 275 | 434 | |
Net periodic benefit cost | 265 | 412 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Contributions by employer on behalf of employees | 300 | ||
Estimated future employer contributions in current fiscal year | 2,600 | ||
Supplemental Executive Retirement Plan [Member] | |||
Net Periodic benefit costs related to retirement plans [Abstract] | |||
Net periodic benefit cost | $ 200 | ||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |||
Contributions by employer on behalf of employees | $ 7,600 | ||
Employer discretionary contribution amount | $ 300 |
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Basic Net Earnings Per Common Shares [Abstract] | ||
Earnings from continuing operations | $ 12,656 | $ 9,339 |
Loss from discontinued operation | (452) | (391) |
Net earnings available to common stockholders | $ 12,204 | $ 8,948 |
Weighted average common shares outstanding (in shares) | 22,642,312 | 22,910,889 |
Earnings from continuing operations per common share (in dollars per share) | $ 0.56 | $ 0.41 |
Loss from discontinued operations per common share (in dollars per share) | (0.02) | (0.02) |
Net earnings per common share - Basic (in dollars per share) | $ 0.54 | $ 0.39 |
Diluted Net Earnings Per Common Share [Abstract] | ||
Earnings from continuing operations | $ 12,656 | $ 9,339 |
Loss from discontinued operation | (452) | (391) |
Net earnings available to common stockholders | $ 12,204 | $ 8,948 |
Plus incremental shares from assumed conversions [Abstract] | ||
Weighted average common shares outstanding (in shares) | 22,642,312 | 22,910,889 |
Dilutive effect of restricted stock and performance stock (in shares) | 303,000 | 323,000 |
Dilutive effect of stock options (in shares) | 0 | 4,000 |
Weighted average common shares outstanding - Diluted (in shares) | 22,944,947 | 23,238,050 |
Earnings from continuing operations per common share (in dollars per share) | $ 0.55 | $ 0.40 |
Loss from discontinued operations per common share (in dollars per share) | (0.02) | (0.01) |
Net earnings per common share - Diluted (in dollars per share) | $ 0.53 | $ 0.39 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 3,000 |
Restricted and Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 358,000 | 358,000 |
Industry Segments (Details) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2016
USD ($)
Segment
|
Mar. 31, 2015
USD ($)
|
|
Segment Reporting Information [Line Items] | ||
Number of reportable operating segments | Segment | 2 | |
Net sales | $ 238,911 | $ 227,589 |
Operating Income | 20,019 | 14,915 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 0 | 0 |
Engine Management [Member] | Reportable Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 180,681 | 177,071 |
Operating Income | 24,204 | 21,716 |
Engine Management [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 4,872 | 5,023 |
Temperature Control [Member] | Reportable Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 56,766 | 48,728 |
Operating Income | 2,167 | (1,419) |
Temperature Control [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1,594 | 1,444 |
All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1,464 | 1,790 |
Operating Income | (6,352) | (5,382) |
All Other [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ (6,466) | $ (6,467) |
Commitments and Contingencies (Details) $ in Thousands |
3 Months Ended | 175 Months Ended | |
---|---|---|---|
Mar. 31, 2016
USD ($)
Claim
|
Mar. 31, 2015
USD ($)
|
Mar. 31, 2016
USD ($)
Claim
|
|
Changes in product warranties [Roll forward] | |||
Balance, beginning of period | $ 23,395 | $ 19,328 | |
Liabilities accrued for current year sales | 22,581 | 21,036 | |
Settlements of warranty claims | (19,572) | (20,379) | |
Balance, end of period | $ 26,404 | $ 19,985 | $ 26,404 |
Asbestos [Member] | |||
Loss Contingencies [Line Items] | |||
Pending claims, approximate number | Claim | 1,620 | 1,620 | |
Payment for settled claims | $ 19,200 | ||
Decrease for low end of range | $ 2,800 | ||
Decrease for high end of range | 4,300 | ||
Range of possible loss, minimum | 40,000 | 40,000 | |
Range of possible loss, maximum | 75,500 | 75,500 | |
Asbestos [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Estimated legal costs | 33,300 | 33,300 | |
Asbestos [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Estimated legal costs | $ 51,100 | $ 51,100 |
)^;=YE=7X*8?=
MA7]+9FP9FA^6?ZPH]__X+#LO<6W[JZ"?S([!^F!C*N?::C/L&]63"ZM?SJV^
M @F@\:/'TR))[2BL1 '$^K:JM*HLUQYC
M,>Q8#(W%8[H3=BP)!0#.9F('D]!X4W;$5E22"#*/L:2LE92L"+T45I.QDTI&
M*$RJO_:1L3XR\B%T4E@-FE0P0G$RCWV6LT9R,F($(TZ32U-B18 >2Z-BULIR
M>^XG$;R0*(1$V$TEI[IM1_%V"#)*F/^"1*'!6+)#*LP]UDD!;P?(3B;9L2(3
M"\M9.I'QF1ODS3B^Y9*9%8*"JG0JO(IUVPX/2^50*"Q"0:)0@;2-G , ;/&^\L+:S?H.4!5EX-1,@#5,2:6@.^&&S/^8>
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M>&_CPJI^?H7+KZ#\#U!+ P04 " !/6:5(M&/0EJ4! "Q P &0 'AL
M+W=OWCR<\%DD$O.TE$4ZD9C2DL@G
MHT4>GDCPU!(\231ESEJ"YRK3Z)'5(@]/)'CR]1%G**7L3MI;I0N%U_GZ;3\\
M0I$0JB6$D@C$_(9$H
&PO=V]R
M:W-H965TT@5]4-TP:=%;6-7#HLUHI
M"ZY\\K#!J'7/Q+S@4%L_W;FYCC