Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 29, 2016 | Jul. 03, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | KAMAN CORPORATION | ||
Entity Central Index Key | 54,381 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 27,014,340 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,119,363,347 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 16,462 | $ 12,411 |
Accounts receivable, net | 238,102 | 234,648 |
Inventories | 385,747 | 359,741 |
Deferred income taxes | 0 | 25,888 |
Income tax refunds receivable | 3,591 | 0 |
Other current assets | 32,133 | 29,568 |
Total current assets | 676,035 | 662,256 |
Property, plant and equipment, net of accumulated depreciation of $202,648 and $183,829, respectively | 175,586 | 147,825 |
Goodwill | 352,710 | 238,581 |
Other intangible assets, net | 144,763 | 94,491 |
Deferred income taxes | 66,815 | 34,784 |
Other assets | 25,296 | 23,268 |
Total assets | 1,441,205 | 1,201,205 |
Current liabilities: | ||
Current portion of long-term debt | 5,000 | 10,000 |
Accounts payable – trade | 121,044 | 116,787 |
Accrued salaries and wages | 40,284 | 42,214 |
Advances on contracts | 11,274 | 2,406 |
Other accruals and payables | 58,761 | 47,583 |
Income taxes payable | 326 | 2,734 |
Total current liabilities | 236,689 | 221,724 |
Long-term debt, excluding current portion | 435,821 | 271,232 |
Deferred income taxes | 15,207 | 3,391 |
Underfunded pension | 158,984 | 141,546 |
Other long-term liabilities | $ 51,427 | $ 45,647 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity: | ||
Preferred stock, $1 par value, 200,000 shares authorized; none outstanding | $ 0 | $ 0 |
Common stock, $1 par value, 50,000,000 shares authorized; voting; 27,735,757 and 27,518,226 shares issued, respectively | 27,736 | 27,518 |
Additional paid-in capital | 156,803 | 145,845 |
Retained earnings | 520,865 | 479,984 |
Accumulated other comprehensive income (loss) | (140,138) | (126,261) |
Less 698,183 and 385,942 shares of common stock, respectively, held in treasury, at cost | (22,189) | (9,421) |
Total shareholders’ equity | 543,077 | 517,665 |
Total liabilities and shareholders’ equity | $ 1,441,205 | $ 1,201,205 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 202,648 | $ 183,829 |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 1 | $ 1 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 27,735,757 | 27,518,226 |
Treasury Stock, shares | 698,183 | 385,942 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Net sales | [1] | $ 1,775,125 | $ 1,794,962 | $ 1,653,921 | |
Cost of sales | 1,257,891 | 1,287,023 | 1,190,610 | ||
Gross profit | 517,234 | 507,939 | 463,311 | ||
Selling, general and administrative expenses | 413,043 | 397,199 | 357,752 | ||
Goodwill impairment | 0 | 0 | 2,071 | ||
Net loss (gain) on sale of assets | (328) | 233 | 142 | ||
Operating income from continuing operations | 104,519 | 110,507 | 103,346 | [2] | |
Interest expense, net | 13,144 | 13,382 | 12,294 | ||
Other expense, net | 3,386 | 623 | 398 | ||
Earnings from continuing operations before income taxes | 87,989 | 96,502 | 90,654 | ||
Income tax expense | 27,551 | 30,722 | 31,588 | ||
Earnings from continuing operations | 60,438 | 65,780 | 59,066 | ||
Loss from discontinued operations, net of taxes | 0 | (2,924) | (2,386) | ||
Gain (loss) on disposal of discontinued operations, net of taxes | 0 | (4,984) | 420 | ||
Total loss from discontinued operations | 0 | (7,908) | (1,966) | ||
Net earnings | $ 60,438 | $ 57,872 | $ 57,100 | ||
Earnings per share: | |||||
Basic earnings per share from continuing operations | $ 2.22 | $ 2.43 | $ 2.21 | ||
Basic loss per share from discontinued operations | 0 | (0.11) | (0.09) | ||
Basic earnings (loss) per share from disposal of discontinued operations | 0 | (0.18) | 0.02 | ||
Basic earnings per share | 2.22 | 2.14 | 2.14 | ||
Diluted earnings per share from continuing operations | 2.17 | 2.37 | 2.17 | ||
Diluted loss per share from discontinued operations | 0 | (0.11) | (0.09) | ||
Diluted earnings (loss) per share from disposal of discontinued operations | 0 | (0.18) | 0.02 | ||
Diluted earnings per share | $ 2.17 | $ 2.08 | $ 2.10 | ||
Weighted average shares outstanding: | |||||
Basic | 27,177 | 27,053 | 26,744 | ||
Diluted | 27,868 | 27,777 | 27,143 | ||
Dividends declared per share | $ 0.72 | $ 0.64 | $ 0.64 | ||
[1] | Service revenue was not material for the years ended December 31, 2015, 2014 and 2013. | ||||
[2] | Operating income for 2013 includes a $2.1 million non-cash non-tax deductible goodwill impairment charge. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 60,438 | $ 57,872 | $ 57,100 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | (1,949) | (6,457) | 2,296 |
Change in unrealized loss on derivative instruments, net of tax benefit (expense) of ($158), ($161), and $38, respectively | 263 | 264 | (61) |
Pension plan adjustments, net of tax benefit (expense) of $7,382, $23,583, and ($23,933), respectively | (12,191) | (38,947) | 38,234 |
Other comprehensive income (loss) | (13,877) | (45,140) | 40,469 |
Total comprehensive income | $ 46,561 | $ 12,732 | $ 97,569 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Change in unrealized loss on derivative instruments, tax benefit (expense) | $ (158) | $ (161) | $ 38 |
Pension plan adjustments, tax benefit (expense) | $ 7,382 | $ 23,583 | $ (23,933) |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] |
Common Stock, shares, outstanding period start at Dec. 31, 2012 | 26,881,257 | |||||
Shareholders' equity, period start at Dec. 31, 2012 | $ 420,193 | $ 26,881 | $ 122,522 | $ 399,473 | $ (121,590) | $ (7,093) |
Treasury Stock, shares, outstanding period start at Dec. 31, 2012 | 277,473 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 57,100 | 57,100 | ||||
Other comprehensive income | 40,469 | 40,469 | ||||
Dividends | (17,132) | (17,132) | ||||
Purchase of treasury shares, shares | 18,468 | |||||
Purchase of treasury shares | (644) | $ (644) | ||||
Common Stock, net of tax expense, shares | 216,510 | |||||
Shareholders' equity, net of tax expense | 6,333 | $ 217 | 6,076 | |||
Treasury Stock, net of tax, shares | 3,825 | |||||
Treasury Stock, net of tax | $ 40 | |||||
Share-based compensation expense, shares | 92,155 | |||||
Share-based compensation expense | 4,973 | $ 92 | 4,919 | |||
Treasury Stock, Share-based compensation expense, shares | 38,371 | |||||
Treasury Stock, Share-based compensation expense | $ (38) | |||||
Treasury Stock, shares, outstanding period end at Dec. 31, 2013 | 330,487 | |||||
Common Stock, shares, outstanding period end at Dec. 31, 2013 | 27,189,922 | |||||
Shareholders' equity, period end at Dec. 31, 2013 | 511,292 | $ 27,190 | 133,517 | 439,441 | (81,121) | $ (7,735) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 57,872 | 57,872 | ||||
Other comprehensive income | (45,140) | (45,140) | ||||
Dividends | (17,329) | (17,329) | ||||
Purchase of treasury shares, shares | 21,312 | |||||
Purchase of treasury shares | (853) | $ (853) | ||||
Common Stock, net of tax expense, shares | 235,233 | |||||
Shareholders' equity, net of tax expense | 6,412 | $ 235 | 6,992 | |||
Treasury Stock, net of tax, shares | 16,352 | |||||
Treasury Stock, net of tax | $ (815) | |||||
Share-based compensation expense, shares | 93,071 | |||||
Share-based compensation expense | $ 5,411 | $ 93 | 5,336 | |||
Treasury Stock, Share-based compensation expense, shares | 17,791 | |||||
Treasury Stock, Share-based compensation expense | $ (18) | |||||
Treasury Stock, shares, outstanding period end at Dec. 31, 2014 | 385,942 | 385,942 | ||||
Common Stock, shares, outstanding period end at Dec. 31, 2014 | 27,518,226 | |||||
Shareholders' equity, period end at Dec. 31, 2014 | $ 517,665 | $ 27,518 | 145,845 | 479,984 | (126,261) | $ (9,421) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 60,438 | 60,438 | ||||
Other comprehensive income | (13,877) | (13,877) | ||||
Dividends | (19,557) | (19,557) | ||||
Purchase of treasury shares, shares | 319,234 | |||||
Purchase of treasury shares | (12,836) | $ (12,836) | ||||
Common Stock, net of tax expense, shares | 137,037 | |||||
Shareholders' equity, net of tax expense | 4,856 | $ 137 | 4,649 | |||
Treasury Stock, net of tax, shares | 8,857 | |||||
Treasury Stock, net of tax | $ 70 | |||||
Share-based compensation expense, shares | 80,494 | |||||
Share-based compensation expense | $ 6,388 | $ 81 | 6,309 | |||
Treasury Stock, Share-based compensation expense, shares | 1,864 | |||||
Treasury Stock, Share-based compensation expense | $ (2) | |||||
Treasury Stock, shares, outstanding period end at Dec. 31, 2015 | 698,183 | 698,183 | ||||
Common Stock, shares, outstanding period end at Dec. 31, 2015 | 27,735,757 | |||||
Shareholders' equity, period end at Dec. 31, 2015 | $ 543,077 | $ 27,736 | $ 156,803 | $ 520,865 | $ (140,138) | $ (22,189) |
Consolidated Statement of Shar8
Consolidated Statement of Shareholders' Equity (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock issued during period, value, restricted awards, tax | $ 327 | $ 834 | $ 543 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Earnings from continuing operations | $ 60,438 | $ 65,780 | $ 59,066 |
Adjustments to reconcile earnings from continuing operations to net cash provided by (used in) operating activities of continuing operations: | |||
Depreciation and amortization | 37,729 | 36,209 | 31,555 |
Accretion of convertible notes discount | 2,035 | 1,931 | 1,833 |
Provision for doubtful accounts | 1,694 | 853 | 1,286 |
Net loss (gain) on sale of assets | (328) | 233 | 142 |
Goodwill impairment | 0 | 0 | 2,071 |
Net gain (loss) on derivative instruments | 579 | 1,071 | 178 |
Stock compensation expense | 6,388 | 5,411 | 4,973 |
Excess tax (expense) benefit from share-based compensation arrangements | (327) | (834) | (543) |
Deferred income taxes | (1,281) | 1,434 | 2,938 |
Changes in assets and liabilities, excluding effects of acquisitions/divestitures: | |||
Accounts receivable | 4,556 | (23,876) | (22,565) |
Inventories | (2,928) | 30,181 | (19,707) |
Income tax refunds receivable | (3,463) | 2,292 | (2,297) |
Other current assets | (2,823) | (2,560) | 1,299 |
Accounts payable - trade | 4,697 | (3,858) | 12,170 |
Accrued contract losses | 2 | (1,899) | (969) |
Advances on contracts | 8,868 | (7,065) | 7,570 |
Other accrued expenses and payables | (1,144) | 6,746 | (10,187) |
Income taxes payable | (2,403) | 4,455 | (2,024) |
Pension liabilities | (2,300) | (6,380) | (3,118) |
Other long-term liabilities | (405) | (1,035) | 1,169 |
Net cash provided by (used in) operating activities of continuing operations | 109,584 | 109,089 | 64,840 |
Net cash provided by (used in) operating activities of discontinued operations | 0 | (2,902) | (1,892) |
Net cash provided by (used in) operating activities | 109,584 | 106,187 | 62,948 |
Cash flows from investing activities: | |||
Proceeds from sale of assets | 719 | 39 | 100 |
Proceeds from sale of discontinued operations | 0 | 7,863 | 0 |
Expenditures for property, plant & equipment | (29,932) | (28,283) | (40,852) |
Acquisition of businesses including earn out adjustments, net of cash acquired | (201,252) | (77,618) | (18,162) |
Other, net | (2,143) | (2,060) | (2,305) |
Cash provided by (used in) investing activities of continuing operations | (232,608) | (100,059) | (61,219) |
Cash provided by (used in) investing activities of discontinued operations | 0 | 3 | (56) |
Cash provided by (used in) investing activities | (232,608) | (100,056) | (61,275) |
Cash flows from financing activities: | |||
Net borrowings (repayments) under revolving credit agreements | 143,025 | 15,788 | 22,720 |
Borrowings under Term Loan Facility | 100,000 | 0 | 0 |
Debt repayment | (83,750) | (10,000) | (10,000) |
Book overdraft | (3,462) | 1,568 | (9,878) |
Proceeds from exercise of employee stock awards | 4,856 | 6,411 | 6,333 |
Purchase of treasury shares | (12,836) | (853) | (644) |
Dividends paid | (19,026) | (17,286) | (17,091) |
Debt issuance costs | (1,348) | 0 | (98) |
Windfall tax (expense) benefit | 327 | 834 | 543 |
Other | (198) | 0 | 0 |
Cash provided by (used in) financing activities of continuing operations | 127,588 | (3,538) | (8,115) |
Cash provided by (used in) financing activities of discontinued operations | 0 | 0 | 0 |
Cash provided by (used in) financing activities | 127,588 | (3,538) | (8,115) |
Net increase (decrease) in cash and cash equivalents | 4,564 | 2,593 | (6,442) |
Effect of exchange rate changes on cash and cash equivalents | (513) | (566) | 233 |
Cash and cash equivalents at beginning of period | 12,411 | 10,384 | 16,593 |
Cash and cash equivalents at end of period | $ 16,462 | $ 12,411 | $ 10,384 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Kaman Corporation, headquartered in Bloomfield, Connecticut, was incorporated in 1945 and is a diversified company that conducts business in the aerospace and distribution markets. Kaman Corporation reports information for itself and its subsidiaries (collectively, the "Company") in two business segments, Distribution and Aerospace. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, goodwill and other intangible assets; valuation allowances for receivables, inventories and income taxes; valuation of share-based compensation; vendor incentives; assets and obligations related to employee benefits; estimates of environmental remediation costs; and accounting for long-term contracts including claims. Actual results could differ from those estimates. Foreign Currency Translation The Company has certain operations outside the United States that prepare financial statements in currencies other than the U.S. dollar. For these operations, results of operations and cash flows are translated using the average exchange rate throughout the period. Assets and liabilities are generally translated at end of period rates. The gains and losses associated with these translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The carrying amounts of these items, as well as trade accounts payable and notes payable, approximate fair value due to the short-term maturity of these instruments. At December 31, 2015 and 2014 , no individual customer accounted for more than 10% of consolidated accounts receivable or consolidated net sales. Foreign sales associated with continuing operations were approximately 15.6% , 13.6% and 13.9% of the Company’s net sales in 2015 , 2014 and 2013 , respectively, and are concentrated in the United Kingdom, Germany, New Zealand and Asia. Additional Cash Flow Information Non-cash investing activities in 2015 include $5.4 million in earn-out payments to the former owners of an aerospace acquisition. The Company describes these earn-out payments in more detail in Note 3, Acquisitions. Non-cash financing activities in 2015 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total net adjustment was $11.9 million , net of tax of $7.2 million . Additionally, non-cash financing activities in 2015 include $4.9 million of dividends declared but not yet paid. Non-cash investing activities in 2014 include an accrual of $ 1.5 million for capital leases and $1.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2014 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total net adjustment was $38.7 million , net of tax of $23.4 million . Additionally, non-cash financing activities in 2014 include $4.3 million of dividends declared but not yet paid. Non-cash investing activities in 2013 include an accrual of $0.9 million for purchases of property and equipment and $3.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2013 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total adjustment was $39.0 million , net of tax of $23.6 million . The Company describes its pension obligations in more detail in Note 14, Pension Plans . Additionally, non-cash financing activities in 2013 include $4.3 million of dividends declared but not yet paid. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition Sales and estimated profits under long-term contracts are generally recognized using the percentage-of-completion method of accounting, using as a measurement basis either the ratio that costs incurred bear to estimated total costs (after giving effect to estimates of costs to complete based upon most recent information for each contract) or units-of-delivery. Reviews of contracts are made routinely throughout their lives and the impact of revisions in profit estimates are recorded in the accounting period in which the revisions are made. Anticipated contract losses are charged to operations when they are probable. In cases where we have multiple contracts with a single customer, each contract is generally treated as a separate profit center and accounted for as such. Except in the case of contracts accounted for using the cost-to-cost method of percentage of completion accounting, revenues are recognized when the product has been shipped or delivered, depending upon when title and risk of loss have passed. For certain USG contracts delivery is deemed to have occurred when work is substantially complete and acceptance by the customer has occurred by execution of a Material Inspection and Receiving Report, DD Form 250 or Memorandum of Shipment. Sales contracts are initially reviewed to ascertain if they involve multiple element arrangements. If such an arrangement exists and there is no evidence of stand-alone value for each element of the undelivered items, recognition of sales for the arrangement is deferred until all elements of the arrangement are delivered and risk of loss and title have passed. For elements that do have stand-alone value or contracts that are not considered multiple element arrangements, sales and related costs of sales are recognized as services are performed or when the product has been shipped or delivered depending upon when title and risk of loss have passed. Pre-contract costs incurred for items such as materials or tooling for anticipated contracts are included in inventory if recovery of such costs is considered probable. Thereafter, if the Company determines it will not be awarded an anticipated contract and the associated pre-contract costs cannot be applied to another program the costs are expensed immediately. Learning or start-up costs incurred in connection with existing or anticipated follow-on contracts are charged to the existing contract unless the terms of the contract permit recovery of these costs over a specific contractual term and provide for reimbursement if the contract is canceled. As of December 31, 2015 and 2014 , approximately $2.4 million and $1.4 million , respectively, of pre-contract costs were included in inventory, which, in both cases, represented less than 1% of total inventory. If it is probable that a claim with respect to change orders will result in additional contract revenue and the amount of such additional revenue can be reliably estimated, then the additional contract revenue is considered in our accounting for the program, but only if the contract provides a legal basis for the claim, the additional costs were unforeseen and not caused by deficiencies in our performance, the costs are identifiable and reasonable in view of the work performed and the evidence supporting the claim is objective and verifiable. If these requirements are met, the claim portion of the program is accounted for separately to ensure revenue from the claim is recorded only to the extent claim related costs have been incurred; accordingly, no profit with respect to such costs is recorded until the change order is formally approved. If these requirements are not met, the forecast of total contract cost at completion (which is used to calculate the gross margin rate) for the basic contract is generally increased to include all incurred and anticipated claim related costs. Recognition of sales not accounted for under the cost-to-cost method of percentage of completion accounting occurs when the sales price is fixed, collectability is reasonably assured and the product’s title and risk of loss has transferred to the customer. The Company includes freight costs charged to customers in net sales and the correlating expense as a cost of sales. Sales tax collected from customers is excluded from net sales in the accompanying Consolidated Statements of Operations. Cost of Sales and Selling, General and Administrative Expenses Cost of sales includes costs of products and services sold (i.e., purchased product, raw material, direct labor, engineering labor, outbound freight charges, depreciation and amortization, indirect costs and overhead charges). Selling expenses primarily consist of advertising, promotion, bid and proposal, employee payroll and corresponding benefits and commissions paid to sales and marketing personnel. General and administrative expenses primarily consist of employee payroll including executive, administrative and financial personnel and corresponding benefits, incentive compensation, independent research and development, consulting expenses, warehousing costs, depreciation and amortization. Legal costs are expensed as incurred and are generally included in general and administrative expenses. The Aerospace segment includes general and administrative expenses as an element of program cost and inventory for certain government contracts. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cost of Sales and Selling, General and Administrative Expenses - continued Certain inventory related costs, including purchasing costs, receiving costs and inspection costs, for the Distribution segment are not included in cost of sales. For the years ended December 31, 2015 , 2014 and 2013 , $3.2 million , $3.4 million and $3.0 million , respectively, of such costs are included in general and administrative expenses. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits and short-term cash investments. These investments are liquid in nature and have original maturities of three months or less. Book overdraft positions, which occur when total outstanding issued checks exceed available cash balances at a single financial institution at the end of a reporting period, are reclassified to accounts payable within the consolidated balance sheets. At December 31, 2015 and 2014 , the Company had book overdrafts of $4.0 million and $7.3 million , respectively, included in accounts payable. Accounts Receivable The Company has three types of accounts receivable: (a) Trade receivables, which consist of amounts billed and currently due from customers; (b) USG contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed; and (c) Commercial and other government contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed. The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the trade accounts receivable and billed contracts balance. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Inventories Inventory of merchandise for resale is stated at cost (using the average costing method) or market, whichever is lower. Contracts and other work in process and finished goods are valued at production cost represented by raw material, labor and overhead. For certain government contracts, allowable general and administrative expenses are also included in inventory. Initial tooling and startup costs may be included, where applicable. Contracts and other work in process and finished goods are not reported at amounts in excess of net realizable values. The Company includes raw material amounts in the contracts in process and other work in process balances. Raw material includes certain general stock materials but primarily relates to purchases that were made in anticipation of specific programs for which production has not been started as of the balance sheet date. Property, Plant and Equipment Property, plant and equipment is recorded at cost. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for buildings range from 15 to 40 years and for leasehold improvements range from 1 to 20 years, whereas machinery, office furniture and equipment generally have useful lives ranging from 3 to 15 years. At the time of retirement or disposal, the acquisition cost of the asset and related accumulated depreciation are eliminated and any gain or loss is credited to or charged against income. Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Maintenance and repair items are charged against income as incurred, whereas renewals and betterments are capitalized and depreciated. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Goodwill and Other Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", ("ASC 350") permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The qualitative assessment management performs takes into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples. In the first step of the two-step test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). In step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using an income methodology based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. In addition, management uses a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for (i) a group of comparable public companies and (ii) recent transactions, if any, involving comparable companies. If the fair value of the reporting unit exceeds its carrying value, step two need not be performed. Goodwill and intangible assets with indefinite lives are evaluated annually for impairment in the fourth quarter, based on annual forecast information. Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Goodwill and other intangible assets are reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. See Note 9, Goodwill and Other Intangible Assets, Net , for discussion of the goodwill impairment charge recorded in 2013. No such charges were recorded in 2015 or 2014. Vendor Incentives The Company’s Distribution segment enters into agreements with certain vendors providing for inventory purchase incentives that are generally earned upon achieving specified volume-purchasing levels. The Company recognizes rebate income relative to specific rebate programs as a reduction of the cost of inventory based on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions that results in progress toward earning the rebate, provided that the amounts are probable and reasonably estimable. As of December 31, 2015 and 2014 , total vendor incentive receivables, included in other current assets, were approximately $16.4 million and $17.7 million , respectively. Self-Insured Retentions To limit exposure to losses related to group health, workers’ compensation, auto and product general liability claims, the Company obtains third-party insurance coverage. The Company has varying levels of deductibles for these claims. The total liability/deductible for group health is limited to $0.3 million per claim, workers’ compensation is limited to $0.4 million per claim and for product/general liability and auto liability the limit is $0.3 million per claim. The cost of such benefits is recognized as expense based on claims filed in each reporting period and an estimate of claims incurred but not reported (“IBNR”) during such period. The estimates for the IBNR are based upon historical trends and information provided to us by the claims administrators, and are periodically revised to reflect changes in loss trends. These amounts are included in other accruals and payables on the consolidated balance sheets. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Self-Insured Retentions - continued Liabilities associated with these claims are estimated in part by considering historical claims experience, severity factors and other actuarial assumptions. Projections of future losses are inherently uncertain because of the random nature of insurance claim occurrences and the potential for differences between actual developments and actuarial assumptions. Such self-insurance accruals will likely include claims for which the ultimate losses will be settled over a period of years. Restructuring Costs During the fourth quarter of 2015, the Company initiated restructuring activities at its Distribution segment in order to align the cost structure of the organization to its current revenue levels. Such actions include workforce reductions and the consolidation of field operations where its Distribution segment has multiple facilities in the same location. The restructuring has resulted in net workforce reductions of 63 employees and the exiting of four facilities. As of December 31, 2015, we had communicated the workforce reductions to affected employees. The Company incurred all workforce reduction costs and facility related costs during 2015. The following table summarizes the accrual balances by cost type for the 2015 restructuring actions: Severance Other Total In thousands Restructuring accrual balance at December 31, 2014 $ — $ — $ — Provision 1,044 452 1,496 Cash payments (390 ) (77 ) (467 ) Restructuring accrual balance at December 31, 2015 $ 654 $ 375 $ 1,029 The above accrual balance associated with severance is included in "Accrued salaries and wages" and the above accrual balance associated with other restructuring costs is included in "Other accruals and payables" on the Company's Consolidated Balance Sheet. Restructuring expense for 2015 is included in "Selling, general and administrative expenses" on the Company's Consolidated Statements of Operations. Research and Development Customer funded research expenditures (which are included in cost of sales) were $0.4 million in 2015 , $1.6 million in 2014 , and $3.3 million in 2013 . Research and development costs not specifically covered by contracts are charged against income as incurred and included in selling, general and administrative expenses. Such costs amounted to $6.7 million , $6.7 million and $7.2 million in 2015 , 2014 and 2013 , respectively. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities based on the technical merits of the position. Unrecognized tax benefits represent the difference between the position taken in the tax return and the benefit reflected in the financial statements. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Share-Based Payment Arrangements The Company records compensation expense for share-based awards based upon an assessment of the grant date fair value of the awards. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. A number of assumptions are used to determine the fair value of options granted. These include expected term, dividend yield, volatility of the options and the risk free interest rate. See Note 18, Share-Based Arrangements, for further information. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes. See Note 6, Derivative Financial Instruments , for further information. Pension Accounting The Company accounts for its defined benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference between the plan assets and the projected benefit obligation, as an asset or liability on the balance sheet, with changes in the funded status recognized in comprehensive income in the year in which they occur. Expenses and liabilities associated with the plan are determined based upon actuarial valuations. Integral to the actuarial valuations are a variety of assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the measurement date, December 31 st . The impact of differences between actual results and the assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods. See Note 14, Pension Plans , for further information. Recent Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. The objective of this standard update is to provide a complete and understandable representation of an entity’s leasing activities. This standard requires that lease assets and lease liabilities be recognized on the balance sheet and all key information about leasing arrangements be disclosed. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact of this standard on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities”. The objective of this standard update is to remove inconsistent practices with regards to the accounting for financial instruments between US GAAP and International Financial Reporting Standards (“IFRS”). The standard intends to improve the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2017. The Company does not expect these changes to have a material impact on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes." The objective of this standard update is to improve the usefulness of the presentation of deferred income taxes. The new standard requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position to align the classification with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. The update is effective for financial statement periods beginning after December 15, 2016; however, as permitted by ASU No. 2015-17, the Company elected to adopt this standard for the year ended December 31, 2015. Adoption of this standard did not have a material impact on the Company's consolidated balance sheet. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Standards - continued In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments.” This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard becomes effective the first quarter of fiscal year 2016 and early adoption is permitted. The Company elected to early adopt this standard which did not have a material impact on the Company’s financial statements. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which amends ASC 835-30, “Interest - Imputation of Interest”. The ASU clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be presented as an asset and amortized ratably over the term of the line of credit arrangement, regardless of whether there are outstanding borrowings under the arrangement. The standard becomes effective the first quarter of fiscal year 2016. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330) - Simplifying the Measurement of Inventory." ASU 2015-11 requires an entity to measure inventory within the scope of the standard at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." ASU No. 2015-03 amends the FASB Accounting Standards Codification (the "Codification") to require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related liability. Such treatment is consistent with the current presentation of debt discounts or premiums. As it stood prior to the amendment, debt issuance costs were reported in the balance sheet as an asset (i.e., a deferred charge), whereas debt discounts and premiums were, and continue to be, reported as deductions from or additions to the debt itself. Recognition and measurement guidance for debt issuance costs is not affected by these amendments to the Codification. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810)." ASU 2015-02 focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)." The new standard eliminates the concept of extraordinary items and their segregation from the results of ordinary operations and expands presentation and disclosure guidance to include items that are both unusual in nature and occur infrequently. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (ASC Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The new standard provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (ASC Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period." The objective of this standard update is to eliminate i |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS The following table provides information regarding the results of discontinued operations: For the year ended December 31, 2015 2014 2013 In thousands Net sales of discontinued operations $ — $ 23,540 $ 27,885 Income from discontinued operations — (3,806 ) (2,886 ) Other income (expense) from discontinued operations — (353 ) (292 ) Earnings (loss) from discontinued operations before income taxes — (4,159 ) (3,178 ) Income tax benefit/(expense) — 1,235 792 Earnings (loss) from discontinued operations before gain/(loss) on disposal — (2,924 ) (2,386 ) Gain/(loss) on disposal of discontinued operations — (7,567 ) — Income tax benefit/(expense) — 2,583 420 Net gain (loss) on disposal of discontinued operations — (4,984 ) 420 Earnings (loss) from discontinued operations $ — $ (7,908 ) $ (1,966 ) Delamac Disposal On December 19, 2014, the Company sold its Distribution segment's Mexico business unit, Delamac. As a result, the Company has reported the results of operations and consolidated financial position of this component as discontinued operations within the consolidated financial statements for all periods presented. The sale resulted in a net loss on disposal of discontinued operations of $5.3 million for the year ended December 31, 2014. Canadian Operations Disposal On December 31, 2012, the Company sold substantially all of the assets and liabilities of the Distribution segment's Canadian operations. During 2014, the Company recorded earnings from discontinued operations of $0.3 million due to a pension settlement that resulted from this disposal. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS The following table illustrates cash paid for acquisitions: For the year ended December 31, 2015 2014 2013 In thousands Cash paid for acquisitions completed during the year $ 196,395 $ 70,948 $ 17,284 Cash paid for holdback payments during the year 3,404 3,060 828 Earn-out and other payments during the year 1,453 3,610 50 Total cash paid for acquisitions $ 201,252 $ 77,618 $ 18,162 2015 Acquisitions On November 30, 2015, the Company acquired GRW Bearing GmbH ("GRW"), a German-based designer and manufacturer of super precision, miniature ball bearings, at a purchase price of approximately €134.1 million , net of cash acquired. GRW is focused on the demanding applications segment of the miniature ball bearings market, where low noise requirements, extreme temperatures, ultra-high speeds and/or caustic environments require both exceptional engineering design and continuous operating performance capabilities. GRW operates from two state-of-the-art production facilities in Rimpar, Germany and Prachatice, Czech Republic. GRW brings additional scale and new market segments to the Company's specialty bearing and engineered products lines. The businesses are aligned through a focus on solving the critical problems of original equipment manufacturer ("OEM") customers and achieving the highest standards of performance in the most demanding applications. On October 21, 2015, the Company acquired Timken Alcor Aerospace Technologies, Inc. ("TAAT") of Mesa, Arizona, at a purchase price of approximately $44.5 million , net of cash acquired. TAAT, which was renamed EXTEX Engineered Products, Inc. ("EXTEX"), designs and supplies aftermarket parts to support businesses conducting maintenance, repair and overhauls in aerospace markets primarily located in North America. This acquisition strengthened the Company's position in the MRO market and provides synergy opportunities to leverage the Company's global sales organization to accelerate growth. EXTEX complements the aftermarket business of the Company's specialty bearings and engineered products lines. On January 30, 2015, the Company acquired substantially all the operating assets of G.C. Fabrication, Inc. ("GCF") for a purchase price of approximately $9.5 million , net of cash acquired. Located in Northvale, New Jersey, GCF is a premier Schneider Electric/Square D distributor and carries a variety of electrical power, automation, process controls, specialized HVAC, water and wasterwater systems, communication and networking devices from a premier set of global manufacturers. The acquisition of GCF has expanded the Company's automation, control and energy product offerings into the New York metro market. This acquisition is immaterial to the Company's results of operations and financial position. In addition to the above acquisitions, the Company's Distribution segment acquired substantially all the assets of Calkins Fluid Power, Inc. ("Calkins"), a small distributor of fluid power components and systems, on December 1, 2015. These acquisitions were accounted for as purchase transactions. The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): Cash $ 6,345 Accounts receivable 10,786 Inventories 24,319 Property, plant and equipment 24,790 Other tangible assets 1,192 Goodwill 108,659 Other intangible assets 61,323 Liabilities (33,920 ) Net assets acquired 203,494 Less cash received (6,345 ) Net consideration $ 197,149 3. ACQUISITIONS (CONTINUED) 2015 Acquisitions - continued The preliminary purchase price allocations for the acquisitions of GRW and EXTEX, completed during the fourth quarter of 2015, were based upon a preliminary valuation and our estimates and assumptions for these acquisitions are subject to change as we obtain additional information during the measurement period. The principle areas of these purchase price allocations that are not yet finalized relate to certain identifiable intangible assets, certain environmental matters, income and non-income based taxes and residual goodwill. The goodwill associated with these acquisitions is tax deductible and is the result of expected synergies from combining the operations of the acquired businesses with the Company's operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. Included in the Consolidated Statements of Operations for the year ended December 31, 2015 , is $26.1 million of revenue from these acquisitions. The fair value of the identifiable intangible assets of $61.3 million , consisting of customer relationships, developed technologies, non-compete agreements, trade names and acquired backlog, was determined using the income approach. Specifically, the discounted cash flows method was utilized for the customer relationships, backlog and non-compete agreements and the relief-from-royalty method was utilized for the trade names and developed technology. The fair value of the customer relationships ( $36.0 million ) is being amortized on a straight-line basis over periods ranging from 6 to 26 years; the fair value of the developed technologies ( $19.1 million ) is being amortized over periods ranging from 10 to 20 years; the fair value of the non-compete agreements ( $0.6 million ) is being amortized over 1 year; the fair value of the trade names ( $4.8 million ) is being amortized over periods ranging from 3 to 15 years; and the fair value of the acquired backlog ( $0.8 million ) is being amortized over 2 years. These amortization periods represent the estimated useful lives of the assets. The following table reflects the unaudited pro forma operating results of the Company for the years ended December 31, 2015 and 2014, which give effect to the acquisitions of GRW, EXTEX, GCF, and Calkins as if the companies had been acquired on January 1, 2014. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisitions been effective January 1, 2015 or 2014, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and the four acquired businesses adjusted for certain items including depreciation and amortization expenses associated with the assets acquired and the Company’s expenses related to financing arrangements, with the related tax effects. The pro forma information does not include the effects of any synergies, cost reduction initiatives or anticipated integration costs related to the acquisitions. For the year ended December 31, 2015 2014 In thousands Net sales $ 1,844,535 $ 1,895,990 Earnings from continuing operations $ 69,450 $ 59,223 Net earnings $ 69,450 $ 51,315 The pro forma earnings during the year ended December 31, 2015, were adjusted to exclude non-recurring items including acquisition-related costs and expenses related to the fair value adjustments to inventory. The pro forma earnings in 2014 were adjusted to include these items, reflecting acquisition-related costs of $4.2 million and expenses of $3.0 million related to adjustments to inventory. 3. ACQUISITIONS (CONTINUED) 2014 Acquisitions On April 25, 2014, the Company acquired specific assets of B.W. Rogers Company and certain affiliated entities ("B.W. Rogers"). Headquartered in Akron, Ohio, B.W. Rogers operated from twenty-one locations in seven states from the Northeast to the Midwest. The acquisition of B.W. Rogers expanded the Company's capabilities in both the fluid power and automation and motion control product areas. This acquisition was accounted for as a purchase transaction. The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): Cash $ 11 Accounts receivable, net 13,332 Inventories 9,614 Property, plant and equipment 850 Other tangible assets 784 Goodwill 37,804 Other intangible assets 16,870 Liabilities (7,367 ) Total of net assets acquired 71,898 Less cash received (11 ) Net consideration $ 71,887 The goodwill associated with B.W. Rogers is tax deductible and is the result of expected synergies from combining the operations of the acquired business with the Company's operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. Included in the Consolidated Statements of Operations for the year ended December 31, 2014 , is $73.1 million of revenue from this acquisition. The fair value of the identifiable intangible assets of $16.9 million , consisting primarily of customer relationships, non-compete agreements and trade names, was determined using the income approach. Specifically, the discounted cash flows method was utilized for the customer relationships and non-compete agreements and the relief-from-royalty method was utilized for the trade names. The fair value of the customer relationships ( $14.9 million ) is broken out into two asset categories, which are amortized on a straight-line basis over periods ranging from 11 to 18 years; the fair value of the non-compete agreements ( $1.1 million ) is being amortized over periods ranging from 1.5 to 3 years; and the fair value of the trade name ( $0.9 million ) is being amortized over 8 years, the estimated useful lives of the assets. During the third quarter of 2014, the Company acquired a small distribution business that operates in the fluid power market as a Parker Hannifin distributor of pneumatic and hydraulic fluid power and motion control systems. The results of this operation are not material to the results of the Distribution segment. Proforma results of operations have not been presented because the combined effects of the 2014 acquisitions were not material. Contingency Payments - Aerospace Included in acquisition costs are contingency payments to the former owners of the Aerospace Orlando operations acquired in 2003. These payments are based on the attainment of certain milestones, and over the term of the agreement could total $25.0 million . These contingency payments are recorded as additional goodwill and totaled $ 5.4 million , $1.5 million and $3.5 million during 2015 , 2014 and 2013 , respectively. Through December 31, 2015 , the Company has recorded additional goodwill of $ 23.4 million related to these contingency payments. Payment of the $5.4 million recorded in 2015 will occur in the first quarter of 2016 . The remaining $1.6 million of these contingency payments is expected to be earned by the former owners of the Aerospace Orlando facility in 2016 with final payment to occur in the first quarter of 2017. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NET Accounts receivable consist of the following: At December 31, 2015 2014 In thousands Trade receivables $ 144,616 $ 141,481 U.S. Government contracts: Billed 20,289 21,909 Costs and accrued profit – not billed 4,248 1,581 Commercial and other government contracts: Billed 68,066 51,166 Costs and accrued profit – not billed 3,872 21,719 Less allowance for doubtful accounts (2,989 ) (3,208 ) Total $ 238,102 $ 234,648 The increase in commercial and other government contracts billed is primarily related to receivables due under the JPF program. The decrease in commercial and other government contracts unbilled costs and accrued profits is primarily due to the receipt of payments under the SH-2G(I) New Zealand program. Accounts receivable, net includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows: At December 31, 2015 2014 In thousands Contract changes, negotiated settlements and claims for unanticipated contract costs $ 900 $ 4,561 Total $ 900 $ 4,561 The decrease in the above balance primarily relates to the receipt of payment from a customer for claims related to a composite aerostructures program. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. 5. FAIR VALUE MEASUREMENTS (CONTINUED) The following table provides the carrying value and fair value of financial instruments that are not carried at fair value at December 31, 2015 and 2014 : 2015 2014 In thousands Carrying Value Fair Value Carrying Value Fair Value Long-term debt: Level 1 $ 111,058 $ 140,156 $ 109,024 $ 145,188 Level 2 329,763 305,681 172,208 164,204 Total $ 440,821 $ 445,837 $ 281,232 $ 309,392 The above fair values were computed based on quoted market prices and discounted future cash flows, as applicable. Differences from carrying amounts are attributable to interest rate changes subsequent to when the transaction occurred. The fair values of Cash and cash equivalents, Accounts receivable, net, Notes payable, and Accounts payable - trade approximate their carrying amounts due to the short-term maturities of these instruments. Recurring Fair Value Measurements The Company holds derivative instruments for foreign exchange contracts and interest rate swaps that are measured at fair value using observable market inputs such as forward rates and our counterparties’ credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy and have been included in other current assets and other assets on the Consolidated Balance Sheet at December 31, 2015 and 2014 . Based on the continued ability to trade and enter into forward contracts and interest rate swaps, we consider the markets for our fair value instruments to be active. These contracts are not material to the Company's Consolidated Financial Statements for the years ended December 31, 2015, 2014 and 2013. The Company evaluated the credit risk associated with the counterparties to these derivative instruments and determined that as of December 31, 2015 , such credit risks have not had an adverse impact on the fair value of these instruments. Nonrecurring Fair Value Measurements Goodwill and indefinite-lived intangible assets are tested for possible impairment during the fourth quarter of each year. During 2013, management concluded that the carrying value of goodwill at its VT Composites reporting unit exceeded its fair value and, accordingly, recorded an impairment charge totaling $2.1 million to write down the goodwill to its implied fair value. After the $2.1 million charge there was $ 16.8 million of goodwill remaining for this reporting unit. The nonrecurring fair value measurement for goodwill was developed using significant unobservable inputs (Level 3). For step-one of the impairment analysis, the primary valuation technique used was an income methodology based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. In addition, management used a market-based valuation method involving analysis of market multiples of revenues and EBITDA for a group of comparable public companies. Valuation methods used to determine the fair value of the reporting unit’s assets and liabilities in order to perform a purchase price allocation included the income and market approach depending on the nature of the asset/liability. Assumptions used by management were similar to those that would be used by market participants performing valuations of the reporting unit. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are reported on the consolidated balance sheets at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes. The Company held forward exchange contracts designed to hedge forecasted transactions denominated in foreign currencies and to minimize the impact of foreign currency fluctuations on the Company’s earnings and cash flows. Some of those contracts were designated as cash flow hedges. The Company will include in earnings amounts currently included in accumulated other comprehensive income upon recognition of cost of sales related to the underlying transaction. Cash Flow Hedges Interest Rate Swaps The Company’s Term Loan Facility (“Term Loan”) contains floating rate obligations and is subject to interest rate fluctuations. During 2013, the Company entered into interest rate swap agreements for the purposes of hedging the eight quarterly variable-rate interest payments on its Term Loan due in 2014 and 2015. These interest rate swap agreements were designated as cash flow hedges and intended to manage interest rate risk associated with the Company’s variable-rate borrowings and minimize the impact on the Company's earnings and cash flows of interest rate fluctuations attributable to changes in LIBOR rates. These agreements are not material to the Company's Consolidated Financial Statements for the years ended December 31, 2015 , 2014 and 2013 . As of December 31, 2015 , these interest rate swap agreements had all matured. During 2015, we entered into interest rate swap agreements for the purposes of hedging the eight quarterly variable-rate Term Loan interest payments due in 2016 and 2017. Additionally, we entered into interest rate swap agreements to effectively convert $83.8 million of our variable rate revolving credit facility debt to a fixed interest rate. These interest rate swap agreements were designated as cash flow hedges and intended to manage interest rate risk associated with our variable-rate borrowings and minimize the impact on our earnings and cash flows of interest rate fluctuations attributable to changes in LIBOR rates. There was no interest expense associated with these interest rate swaps in 2015 . Forward Exchange Contracts During the second quarter of 2014, the Company entered into forward exchange contracts designed to hedge forecasted transactions denominated in foreign currencies and to minimize the impact of foreign currency fluctuations on the Company's earnings and cash flows. These contracts were entered into as a result of forecasted foreign currency transactions associated with the New Zealand contract to deliver ten SH-2G(I) aircraft and were designated as cash flow hedges. During the third quarter of 2014, the Company dedesignated these forward contracts, due to a change in the timing of payments. These contracts were not material to the Company's Consolidated Financial Statements for the years ended December 31, 2015 and 2014 . During the fourth quarter of 2015, the Company entered into forward exchange contracts to minimize the impact of foreign currency fluctuations on the Company's earnings and cash flows. These contracts were entered into as a result of forecasted foreign currency transactions associated with a portion of the purchase price of GRW in the amount of €135.0 million . For the year ended December 31, 2015 , the Company recorded expense of $2.2 million in Other expense related to the change in the value of these contracts from the date we entered into them to their settlement date. At the settlement date, the Company took delivery of the Euros and further decreases in the exchange rate resulted in expense of $0.8 million , recorded in Other expense, for the period of time between the settlement of the contracts and the closing of the acquisition. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following: At December 31, 2015 2014 In thousands Merchandise for resale $ 161,691 $ 149,837 Raw materials 24,721 19,954 Contracts in process: U.S. Government, net of progress payments of $28,812 and $8,590 in 2015 and 2014, respectively 88,345 106,036 Commercial and other government contracts 61,197 51,348 Other work in process (including certain general stock materials) 26,588 21,618 Finished goods 23,205 10,948 Total $ 385,747 $ 359,741 General and administrative costs charged to inventory by Aerospace segment operations during 2015 and 2014 were $15.8 million and $39.2 million , respectively. The estimated amounts of general and administrative costs remaining in contracts in process at December 31, 2015 and 2014 , are $13.5 million and $10.2 million , respectively. These estimates are based on the ratio of such costs to total costs of production. The Company had inventory of $6.5 million and $7.4 million as of December 31, 2015 and 2014 , respectively, on consignment at customer locations, the majority of which is located with Distribution segment customers. Inventories include amounts associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract costs, which totaled $7.1 million and $13.3 million at December 31, 2015 and 2014 , respectively. The reduction in this balance is due to the resolution of the of the AH-1Z claims as discussed further in Note 16, Commitments and Contingencies . K-MAX® inventory of $14.9 million and $17.2 million as of December 31, 2015 and 2014 , respectively, is included in contracts and other work in process inventory and finished goods. Management believes that a significant portion of this K-MAX® inventory will be sold after December 31, 2016, based upon the anticipation of additional aircraft manufacturing and supporting the fleet for the foreseeable future. At December 31, 2015 and 2014 , $9.0 million and $23.5 million , respectively, of SH-2G(I), formerly SH-2G(A), inventory was included on the Company's balance sheet in contracts and other work in process inventory. Management believes that approximately $4.8 million of the SH-2G(I) inventory will be sold after December 31, 2016. This balance represents spares requirements and inventory to be used in SH-2G programs. |
Property Plant and Equipment, n
Property Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: At December 31, 2015 2014 In thousands Land $ 14,115 $ 12,873 Buildings 93,465 79,477 Leasehold improvements 18,430 17,341 Machinery, office furniture and equipment 242,147 216,527 Construction in process 10,077 5,436 Total 378,234 331,654 Less accumulated depreciation (202,648 ) (183,829 ) Property, plant and equipment, net $ 175,586 $ 147,825 Depreciation expense was $24.1 million , $23.8 million and $20.8 million for 2015 , 2014 and 2013 , respectively. Capital Leases For the year ended December 31, 2015 , $1.6 million of assets purchased under the Company's master leasing agreement with PNC and accounted for as capital leases was included in machinery, office furniture and equipment, with accumulated depreciation of $0.1 million . For the year ended December 31, 2014 , $1.5 million of assets purchased under the Company's master leasing agreement with PNC and accounted for as capital leases was included in machinery, office furniture and equipment and construction in process. Depreciation expense associated with the capital leases was $0.1 million for 2015 . There was no depreciation expense associated with the capital leases in 2014 and 2013 . See Note 16, Commitments and Contingencies , for a discussion on the master leasing agreement. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company: 2015 2014 Distribution Aerospace Total Distribution Aerospace Total In thousands Gross balance at beginning of period $ 141,612 $ 113,221 $ 254,833 $ 105,637 $ 114,538 $ 220,175 Accumulated impairment — (16,252 ) (16,252 ) — (16,252 ) (16,252 ) Net balance at beginning of period 141,612 96,969 238,581 105,637 98,286 203,923 Additions 7,592 106,488 114,080 38,033 1,532 39,565 Change in goodwill due to the disposal of Delamac — — — (2,014 ) — (2,014 ) Impairments — — — — — — Foreign currency translation — 49 49 (44 ) (2,849 ) (2,893 ) Net balance at end of period $ 149,204 $ 203,506 $ 352,710 $ 141,612 $ 96,969 $ 238,581 Accumulated impairment at end of period $ — $ (16,252 ) $ (16,252 ) $ — $ (16,252 ) $ (16,252 ) 9. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED) Goodwill - continued The increase in the goodwill balance at the Company's Distribution segment relates to the acquisitions of GCF and Calkins in 2015. The addition to goodwill in the Company's Aerospace segment relates to the acquisitions of EXTEX and GRW in 2015 and an earnout payment associated with a previous acquisition. See Note 3, Acquisitions , for further discussion of these acquisitions. 2015 Analysis In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), the Company evaluates goodwill for possible impairment on at least an annual basis. For the Company's 2015 annual assessment a Step 1 analysis was performed for all of its reporting units that carry goodwill. The result of these analyses indicated that the the Company did not need to proceed to Step 2, as the percentage by which the fair value exceeds the carrying value was greater than 13% for all reporting units. The Company performed a sensitivity analysis relative to the discount rate and growth rate selected and determined a decrease of 1% in the terminal growth rate or an increase of 1% in the discount rate would not result in a fair value calculation less than the carrying value for the reporting units. 2014 Analysis During 2014, the Company performed a reevaluation of its reporting units for the purpose of its annual goodwill assessment. The Company reorganized its metallic and composite aerostructures businesses, as well as its engineering design and air, vehicle and maintenance, repair and overhaul businesses, into a new entity called Kaman Aerosystems. The Company has designated this entity as a reporting unit for purposes of its annual assessment of goodwill for impairment. Since this is the first year the Company assessed goodwill at this reporting unit level, the two-step impairment test was performed. Upon completion of the qualitative assessment of events and circumstances affecting recorded goodwill as described in Note 1, Summary of Significant Accounting Policies , the Company concluded that other than Aerosystems, no reporting units should be subject to the two-step goodwill impairment test required by ASC 350 at the end of 2014. The qualitative assessment that management performed took into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples. The results of the Aerosystems Step 1 test indicated that the Company did not need to proceed to Step 2, as the percentage by which the fair value exceeded the carrying value was 16% . The Company performed a sensitivity analysis relative to the discount rate and growth rate selected and determined a decrease of 1% in the terminal growth rate or an increase of 1% in the discount rate would not result in a fair value calculation less than the carrying value for Aerosystems. Other Intangible Assets Other intangible assets consisted of: At December 31, At December 31, 2015 2014 Amortization Period Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization In thousands Customer lists / relationships 6-26 years $ 158,831 $ (41,445 ) $ 123,005 $ (31,868 ) Developed technologies 10-20 years 19,055 (154 ) — — Trademarks / trade names 3-15 years 8,478 (2,556 ) 3,546 (2,080 ) Non-compete agreements and other 1-9 years 8,453 (6,006 ) 6,719 (4,948 ) Patents 17 years 523 (416 ) 523 (406 ) Total $ 195,340 $ (50,577 ) $ 133,793 $ (39,302 ) 9. GOODWILL AND OTHER INTANGIBLE ASSETS, NET (CONTINUED) Other Intangible Assets - continued The increase in the other intangible assets balance at December 31, 2015 , as compared to December 31, 2014 , is primarily due to the acquisitions of GRW and EXTEX. See Note 3, Acquisitions , for further discussion of these acquisitions. Intangible asset amortization expense was $11.8 million , $10.6 million and $9.2 million in 2015 , 2014 and 2013 , respectively. Estimated amortization expense for the next five years associated with intangible assets existing as of December 31, 2015 , is as follows: In thousands 2016 $ 18,289 2017 $ 16,851 2018 $ 15,913 2019 $ 14,804 2020 $ 14,245 In order to determine the useful life of acquired intangible assets, the Company considered numerous factors, most importantly the industry considerations associated with the acquired entities. The Company determined the amortization period for the acquired intangible assets for its acquisitions in 2015 and 2014 based primarily on an analysis of their historical customer sales attrition information and the period over which the asset delivers meaningful cash flow generation in support of the fair value of the asset. |
Environmental Costs
Environmental Costs | 12 Months Ended |
Dec. 31, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Costs | ENVIRONMENTAL COSTS The following table displays the activity and balances associated with accruals related to environmental costs included in other accruals and payables and other long-term liabilities: 2015 2014 In thousands Balance at January 1 $ 10,598 $ 11,531 Additions to accrual 4,731 1,865 Payments (3,714 ) (2,465 ) Other — (307 ) Changes in foreign currency exchange rates (6 ) (26 ) Balance at December 31 $ 11,609 $ 10,598 The 2015 additions to accruals related to environmental costs primarily consist of approximately €3.8 million related to environmental remediation at the newly acquired Rimpar, Germany facility recorded in connection with the Company's purchase of GRW. Bloomfield In August 2008, the Company completed its purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from the U.S. Naval Air Systems Command ("NAVAIR") for many years. In connection with the purchase, the Company has assumed responsibility for environmental remediation at the facility as may be required under the Connecticut Transfer Act (the “Transfer Act”) and it continues the effort to define the scope of the remediation that will be required by the Connecticut Department of Environmental Protection (“CTDEP”). The transaction was recorded by taking the undiscounted estimated remediation liability of $20.8 million and discounting it at a rate of 8% to its present value. The fair value of the Navy Property asset, which at that time approximated the discounted present value of the assumed environmental liability of $10.3 million , is included in Property, plant and equipment, net. This remediation process will take many years to complete. 10. ENVIRONMENTAL COSTS (CONTINUED) Bloomfield - continued The following represents estimated future payments for the undiscounted environmental remediation liability related to the Bloomfield campus as of December 31, 2015 : In thousands 2016 $ 902 2017 1,003 2018 403 2019 451 2020 171 Thereafter 5,188 Total $ 8,118 Other During 2014, the Company sold its former manufacturing facility in Moosup, Connecticut to TD Development, LLC. In connection with the sale, the Company agreed to contribute $4.0 million in cash to an escrow account over a four -year period to fund environmental remediation work that is expected to be performed on the site. The Company currently has $ 2.4 million accrued representing the unpaid portion of this contribution payable to TD Development. The Company's environmental accrual also includes estimated environmental remediation costs that the Company expects to incur at the former Music segment’s New Hartford, CT facility, the Aerospace segment’s U.K. Composites facilities and its newly acquired facility in Rimpar, Germany. The Company continues to assess the work that may be required at each of these facilities, which may result in a change to this accrual. For further discussion of these matters, see Note 16, Commitments and Contingencies . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Long-Term Debt The Company has long-term debt as follows: At December 31, 2015 2014 In thousands Revolving credit agreement $ 233,513 $ 92,208 Term loan 96,250 80,000 Convertible notes 111,058 109,024 Total 440,821 281,232 Less current portion 5,000 10,000 Total excluding current portion $ 435,821 $ 271,232 The weighted average interest rate on long-term borrowings outstanding as of December 31, 2015 and 2014 , was 2.08% and 2.31% , respectively. For the year ended December 31, 2015 , $1.1 million of liabilities associated with our capital leases are included in other long-term liabilities. See note 16, Commitments and Contingencies, for a discussion of the master leasing agreement. 11. DEBT (CONTINUED) Long-Term Debt - continued The aggregate annual maturities of long-term debt for each of the next five years are approximately as follows: In thousands 2016 $ 5,000 2017 121,875 2018 7,500 2019 9,375 2020 301,013 In the above table, the total principal of the Convertible Notes of $115.0 million is included in the amount due in 2017. The carrying value of the Convertible Notes at December 31, 2015 , is $111.0 million . Revolving Credit and Term Loan Agreements On May 6, 2015, the Company closed on an amended and restated $700.0 million Credit Agreement (the "Credit Agreement") with JPMorgan Chase Bank N.A., as Administrative Agent, Bank of America, N.A. and Citizens Bank, N.A. as Co-Syndication Agents and SunTrust Bank, Keybank National Association, TD Bank, N.A., Branch Banking & Trust Company and Fifth Third Bank, as Co-Documentation Agents. The Credit Agreement amends and restates the Company's previously existing credit facility in its entirety to, among other things: (i) extend the maturity date to May 6, 2020; (ii) increase the aggregate amount of revolving commitments from $400.0 million to $600.0 million ; (iii) reinstate the aggregate amount of outstanding Term Loans to $100.0 million ; (iv) modify the affirmative and negative covenants set forth in the facility; and (v) effectuate a number of additional modifications to the terms and provisions of the facility, including its pricing. Capitalized terms used but not defined within this Note 11, Debt shall have the meanings ascribed thereto in the Credit Agreement. The term loan commitment requires quarterly payments of principal (which commenced on June 30, 2015) at the rate of $1.25 million , increasing to $1.875 million on June 30, 2017, and then to $2.5 million on June 30, 2019, with $65.0 million payable in the final quarter of the facility's term. The facility includes an accordion feature that allows the Company to increase the aggregate amount available up to $900.0 million with additional commitments from the Lenders. The revolving credit facility permits the Company to pay cash dividends. The Lenders have been granted a security interest in substantially all of the Company’s and its domestic subsidiaries’ personal property and other assets (including intellectual property but excluding real estate), including a pledge of 66% of the Company’s equity interest in certain foreign subsidiaries and 100% of the Company’s equity interest in its domestic subsidiaries, as collateral for the Company’s obligations under the Credit Agreement. At December 31, 2015 , there was $233.5 million outstanding under the Credit Agreement, excluding letters of credit, with $259.9 million available for borrowing. Letters of credit are considered borrowings for purposes of the Credit Agreement. A total of $5.9 million in letters of credit was outstanding under the Credit Agreement at December 31, 2015 . At December 31, 2014 , there was $92.2 million outstanding under the Revolving Credit Agreement, excluding letters of credit, with $248.6 million available for borrowing. A total of $59.2 million in letters of credit was outstanding under the Revolving Credit Agreement at December 31, 2014 , $ 54.5 million of which related to the New Zealand SH-2G(I) sales contract. Interest rates on amounts outstanding under the Credit Agreement are variable, and are determined based on the Consolidated Senior Secured Leverage Ratio, as defined in the Credit Agreement. At December 31, 2015 , the interest rate for the outstanding amounts on both the revolving credit facility and term loan commitment was 1.67% . At December 31, 2014 , the interest rate for the outstanding amounts on both the former Revolving Credit Agreement and former Term Loan Agreement was 1.70% . In addition, the Company is required to pay a quarterly commitment fee on the unused revolving loan commitment amount at a rate ranging from 0.175% to 0.300% per annum, based on the Consolidated Senior Secured Leverage Ratio. Fees for outstanding letters of credit range from 1.25% to 2.00% , based on the Consolidated Senior Secured Leverage Ratio. 11. DEBT (CONTINUED) Revolving Credit and Term Loan Agreements - continued The financial covenants associated with the Credit Agreement include a requirement that (i) the Consolidated Senior Leverage Ratio cannot be greater than 3.50 to 1.00 , with an election to increase the maximum to 3.75 to 1.00 for four consecutive quarters, in connection with a Permitted Acquisition with consideration in excess of $125.0 million ; (ii) the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, cannot be greater than 4.00 to 1.00 , with an election to increase the maximum to 4.25 to 1.00 for four consecutive quarters, in connection with a Permitted Acquisition with consideration in excess of $125.0 million ; (iii) the Consolidated Interest Coverage Ratio cannot be less than 4.00 to 1.00 ; and (iv) Liquidity: (a) as of the last day of the fiscal quarter of the Company ending two full fiscal quarters prior to the stated maturity of the Specified Convertible Notes, cannot be less than an amount equal to 50% of the outstanding principal amount of the Specified Convertible Notes, and (b) as of the last day of each fiscal quarter of the Company ending thereafter, cannot be less than an amount equal to the outstanding principal amount of the Specified Convertible Notes as of such day. The Company was in compliance with those financial covenants as of and for the quarter ended December 31, 2015 , and management does not anticipate noncompliance in the foreseeable future. Convertible Notes In November 2010, the Company issued convertible unsecured notes due on November 15, 2017, in the aggregate principal amount of $115.0 million in a private placement offering (the "Convertible Notes"). These notes bear 3.25% interest per annum on the principal amount, payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2011. Proceeds from the offering were $111.0 million , net of fees and expenses which were capitalized. The proceeds were used to repay $62.2 million of borrowings outstanding on the Company’s former Revolving Credit Agreement, make a $25.0 million voluntary contribution to the Qualified Pension Plan and pay $13.2 million for the purchase of call options related to the convertible note offering. See below for further discussion of the call options. The Convertible Notes will mature on November 15, 2017, unless earlier redeemed, repurchased by the Company or converted. Upon conversion, the Convertible Notes require net share settlement, where the aggregate principal amount of the notes will be paid in cash and remaining amounts due, if any, will be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. 11. DEBT (CONTINUED) Convertible Notes - continued The following table illustrates the conversion rate at each date: December 31, 2015 December 31, 2014 Convertible Notes Conversion Rate per $1,000 principal amount (1) 29.8059 29.6876 Conversion Price (2) $ 33.5504 $ 33.6841 Contingent Conversion Price (3) $ 43.62 $ 43.79 Aggregate shares to be issued upon conversion (4) 3,427,679 3,414,074 (1) Represents the number of shares of Common Stock hypothetically issuable per $1,000 principal amount of Notes, subject to adjustments per the Convertible Note Indenture dated November 19, 2010. At the date the Company issued the Convertible Notes, the conversion rate initially equaled 29.4499 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $33.96 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events, such as an increase in the dividend paid to shareholders. (2) Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the Convertible Note. Were the Company's share price to exceed the conversion price at conversion the noteholders would be entitled to receive additional consideration either in cash, shares or a combination thereof, the form of which is at the sole discretion of the Company. (3) Prior to May 15, 2017, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after April 1, 2011, and only during any such fiscal quarter, if the last reported sale price of our common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, (2) upon the occurrence of specified corporate transactions, or (3) during the five consecutive business-day period following any five consecutive trading-day period in which, for each day of that period, the trading price for the notes was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. On and after May 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon a change in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. (4) This represents the number of shares hypothetically issuable upon conversion of the principal balance of the Convertible Notes at each date; however, as the terms of the Convertible Notes require net share settlement, the aggregate principal amount of the notes will be paid in cash. Amounts due in excess of the principal, if any, may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. Because the embedded conversion option is indexed to the Company’s own stock and would be classified in shareholders’ equity, it does not meet the criterion under FASB Accounting Standards Codification Topic 815 - Derivatives and Hedging ("ASC 815") that would require separate accounting as a derivative instrument. In connection with the offering, we entered into convertible note hedge transactions with affiliates of the initial purchasers. These transactions are intended to reduce the potential dilution to our Company's shareholders upon any future conversion of the notes. The call options, which cost an aggregate $13.2 million , were recorded as a reduction of additional paid-in capital. The Company also entered into warrant transactions concurrently with the offering, pursuant to which we sold warrants to acquire up to approximately 3.4 million shares of our common stock to the same counterparties that entered into the convertible note hedge transactions. Proceeds received from the issuance of the warrants totaled approximately $1.9 million and were recorded as additional paid-in capital. The convertible note hedge and warrant transactions effectively increased the conversion price of the convertible notes. 11. DEBT (CONTINUED) Convertible Notes - continued The following table illustrates the warrant price at each date: December 31, 2015 December 31, 2014 Warrants Warrant Price $ 43.87 $ 44.05 ASC 815 provides that contracts are initially classified as equity if (1) the contract requires physical settlement or net-share settlement, or (2) the contract gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The settlement terms of our purchased call options and sold warrant contracts require net-share settlement. Based on the guidance in ASC 815, the purchased call option contracts were recorded as a reduction of equity and the warrants were recorded as an addition to equity as of the trade date. ASC 815 states that a reporting entity shall not consider contracts to be derivative instruments if the contract issued or held by the reporting entity is both indexed to its own stock and classified in shareholders' equity in its balance sheet. The Company concluded the purchased call option contracts and the warrant contracts should be accounted for in shareholders' equity and are therefore not to be considered derivative instruments. ASC 470-20 "Debt with Conversion and Other Options " (“ASC 470-20”), clarifies the accounting for convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement. ASC 470-20 specifies that an issuer of such instruments should separately account for the liability and equity components of the instruments in a manner that reflects the issuer's non-convertible debt borrowing rate which interest costs are to be recognized in subsequent periods. The note payable principal balance at the date of issuance of $115.0 million was bifurcated into the debt component of $101.7 million and the equity component of $13.3 million . The difference between the note payable principal balance and the value of the debt component is being accreted to interest expense over the term of the notes. The debt component was recognized at the present value of associated cash flows discounted using a 5.25% discount rate, the borrowing rate at the date of issuance for a similar debt instrument without a conversion feature. The Company incurred $3.6 million of debt issuance costs in connection with the sale of the Convertible Notes, of which $0.5 million was recorded as an offset to additional paid-in capital. The balance, $3.1 million , is being amortized over the term of the notes. Total amortization expense for each of the years ended December 31, 2015 , 2014 , and 2013 was $0.5 million . The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount, and the net carrying amount of the liability are as follows: December 31, 2015 December 31, 2014 In thousands Principal amount of liability $ 115,000 $ 115,000 Unamortized discount 3,942 5,976 Carrying value of liability $ 111,058 $ 109,024 Equity component $ 13,329 $ 13,329 As of December 31, 2015 , the "if converted value" exceeds the principal amount of the Convertible Notes by $ 19.7 million since the closing price of the Company's Common Stock was $40.81 compared to the conversion price of $33.55 for the Convertible Notes. 11. DEBT (CONTINUED) Convertible Notes - continued Interest expense associated with the Convertible Notes consisted of the following: For the year ended December 31, 2015 2014 2013 In thousands Contractual coupon rate of interest $ 3,738 $ 3,738 $ 3,738 Accretion of convertible notes discount 2,035 1,931 1,833 Interest expense - convertible notes $ 5,773 $ 5,669 $ 5,571 Debt Issuance Costs In 2015, the Company incurred $2.3 million in debt issuance costs in connection with the Credit Agreement. These costs have been capitalized and will be amortized over the term of the agreement. Total amortization expense for the year ended December 31, 2015 , was $1.0 million . Total amortization expense for the years ended December 31, 2014 and 2013 , was $1.1 million each year. Interest Payments Cash payments for interest were $11.4 million , $11.9 million and $11.3 million in 2015 , 2014 and 2013 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The components of accumulated other comprehensive income (loss) are shown below: 2015 2014 In thousands Foreign currency translation: Beginning balance $ (20,676 ) $ (14,219 ) Net loss on foreign currency translation (1,949 ) (3,833 ) Reclassification to net income — (2,624 ) Other comprehensive loss (1,949 ) (6,457 ) Ending balance $ (22,625 ) $ (20,676 ) Pension and other post-retirement benefits (a) : Beginning balance $ (105,264 ) $ (66,317 ) Reclassification to net income Amortization of prior service cost, net of tax expense of $21 and $37, respectively 36 61 Amortization of net loss, net of tax expense of $3,823 and $1,583, respectively 6,315 2,614 Change in net gain, net of tax benefit of $11,226 and $25,203, respectively (18,542 ) (41,622 ) Other comprehensive loss, net of tax benefit (12,191 ) (38,947 ) Ending balance $ (117,455 ) $ (105,264 ) Derivative instruments (b) : Beginning balance $ (321 ) $ (585 ) Net loss on derivative instruments, net of tax benefit of $66 and $162, respectively (108 ) (268 ) Reclassification to net income, net of tax expense of $224 and $323, respectively 371 532 Other comprehensive income, net of tax 263 264 Ending balance $ (58 ) $ (321 ) Total accumulated other comprehensive income (loss) $ (140,138 ) $ (126,261 ) (a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14, Pension Plans for additional information) (b) See Note 6, Derivative Financial Instruments , for additional information regarding our derivative instruments. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of income tax expense (benefit) associated with continuing operations are as follows: For the year ended December 31, 2015 2014 2013 In thousands Current: Federal $ 25,170 $ 26,296 $ 21,916 State 349 (796 ) 3,731 Foreign 931 905 1,768 26,450 26,405 27,415 Deferred: Federal 5,474 5,256 5,688 State (2,682 ) (380 ) (270 ) Foreign (1,691 ) (559 ) (1,245 ) 1,101 4,317 4,173 Total $ 27,551 $ 30,722 $ 31,588 The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: At December 31, 2015 2014 In thousands Deferred tax assets: Deferred employee benefits $ 83,390 $ 75,026 Inventories 9,410 10,332 Tax loss and credit carryforwards 19,529 9,895 Accrued liabilities and other items 12,491 15,104 Total deferred tax assets 124,820 110,357 Deferred tax liabilities: Property, plant and equipment (17,178 ) (15,666 ) Intangibles (42,717 ) (29,693 ) Other items (2,195 ) (3,096 ) Total deferred tax liabilities (62,090 ) (48,455 ) Net deferred tax assets before valuation allowance 62,730 61,902 Valuation allowance (11,122 ) (4,694 ) Net deferred tax assets after valuation allowance $ 51,608 $ 57,208 The Company adopted FASB Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes, during the fourth quarter of the year ended December 31, 2015. The update simplifies the presentation of deferred taxes on the balance sheet by requiring that all deferred taxes be classified as noncurrent. The amounts shown for 2014 have not been adjusted. The $6.4 million change in the valuation allowance from December 31, 2014, to December 31, 2015, primarily relates to tax attributes acquired with GRW, which the Company has determined cannot be said to be more likely than not to be realized, partially offset by the reversal of valuation allowances relating to certain state loss carryforwards, no longer deemed to be necessary due to changes in tax laws. Valuation allowances reduced the deferred tax asset attributable to state loss and credit carryforwards to an amount that, based upon all available information, is more likely than not to be realized. Reversal of the valuation allowance is contingent upon the recognition of future taxable income in the respective jurisdictions or changes in circumstances which cause the realization of the benefits of carryforwards to become more likely than not. A portion of the net deferred tax assets, $2.7 million , is related to a capital loss recorded on the disposition of the Company's Distribution segment’s Mexico operations. The realization of these benefits is dependent in part on future taxable capital gains. 13. INCOME TAXES (CONTINUED) Pre-tax income (loss) from foreign operations amounted to $(4.3) million , $(2.3) million and $(3.0) million in 2015 , 2014 and 2013 , respectively. U.S. income taxes have not been provided on $27.5 million of undistributed earnings of foreign subsidiaries since it is the Company’s intention to permanently reinvest such earnings or to distribute them only when it is tax efficient to do so. It is impracticable to estimate the total tax liability, if any, that would be created by the future distribution of these earnings. The provision for income taxes associated with continuing operations differs from that computed at the federal statutory corporate tax rate as follows: For the year ended December 31, 2015 2014 2013 In thousands Federal tax at 35% statutory rate $ 30,796 $ 33,776 $ 31,729 State income taxes, net of federal benefit (1,517 ) (765 ) 2,250 Tax effect of: Section 199 Manufacturing deduction (2,275 ) (2,000 ) (2,200 ) Other, net 547 (289 ) (191 ) Income tax expense $ 27,551 $ 30,722 $ 31,588 The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities. Unrecognized tax benefits represent the difference between the position taken and the benefit reflected in the financial statements. On December 31, 2015 , 2014 and 2013 the total liability for unrecognized tax benefits was $3.0 million , $2.4 million and $2.3 million , respectively (including interest and penalties of $0.5 million in 2015 , $0.3 million in 2014 and $0.6 million in 2013 ). The change in the liability for 2015 , 2014 and 2013 is explained as follows: 2015 2014 2013 In thousands Balance at January 1 $ 2,441 $ 2,302 $ 3,886 Additions based on current year tax positions 117 512 364 Changes for tax positions of prior years (160 ) 33 (907 ) Settlements 19 (165 ) (264 ) Additions due to acquired business 954 — 414 Reductions due to lapses in statutes of limitation (375 ) (241 ) (1,191 ) Balance at December 31 $ 2,996 $ 2,441 $ 2,302 Included in unrecognized tax benefits at December 31, 2015 , were items approximating $1.4 million that, if recognized, would favorably affect the Company’s effective tax rate in future periods. The Company files tax returns in numerous U.S. and foreign jurisdictions, with returns subject to examination for varying periods, but generally back to and including 2011. During 2015 , 2014 and 2013 , $0.1 million or less of interest and penalties was recognized each year as a component of income tax expense. It is the Company’s policy to record interest and penalties on unrecognized tax benefits as income taxes. Cash payments for income taxes, net of refunds, were $35.7 million , $22.8 million , and $33.1 million in 2015 , 2014 and 2013 , respectively. |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2015 | |
Pension and Other Postretirement Benefit Contributions [Abstract] | |
Pension Plans | PENSION PLANS The Company has a non-contributory qualified defined benefit pension plan (the “Qualified Pension Plan”). On February 23, 2010, the Company’s Board of Directors approved an amendment to the Qualified Pension Plan that, among other things, closed the Qualified Pension Plan to all new hires on or after March 1, 2010, and changed the benefit calculation for existing employees related to pay and years of service. Specifically, changes in pay would be taken into account for benefit calculation purposes until the end of calendar year 2010, the benefit formula was improved to use the highest five years out of the last ten years of service up to December 31, 2010, whether consecutive or not, and years of service would continue to be added for purposes of the benefit calculations through December 31, 2015, with no further accrual of benefits for service thereafter except for vesting purposes. Effective December 31, 2015, the qualified pension plan was frozen with respect to future benefit accruals. Under U.S. Government Cost Accounting Standard (“CAS”) 413 the Company must determine the USG’s share of any pension curtailment adjustment calculated in accordance with CAS. Such adjustments may result in an amount due to the USG for pension plans that are in a surplus position or an amount due to the contractor for plans that are in a deficit position. The Company also has a Supplemental Employees’ Retirement Plan (“SERP”), which is considered a non-qualified pension plan. The SERP provides certain key executives, whose compensation is in excess of the limitations imposed by federal law on the qualified defined benefit pension plan, with supplemental benefits based upon eligible earnings, years of service and age at retirement. During 2010, the Company's Board of Directors also approved an amendment to the SERP that made changes consistent with the pension plan amendment except that the SERP already provided for the use of non-consecutive years of service for benefit calculation purposes and there was no provision needed regarding limitations on future participation because executives already had to be approved for SERP participation by the Board's Personnel & Compensation Committee (the "Committee") and the Board of Directors. The Committee and the Board have not approved any new participants to the SERP since February 28, 2010, and do not intend to do so at any time in the future. The measurement date for both these plans is December 31 . Obligations and Funded Status The changes in the actuarial present value of the projected benefit obligation and fair value of plan assets are as follows: For the year ended December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Projected benefit obligation at beginning of year $ 738,279 $ 641,235 $ 10,349 $ 9,910 Service cost 14,131 11,759 206 256 Interest cost 27,514 28,835 318 342 Actuarial liability (gain) loss (a) (36,245 ) 84,848 (155 ) 660 Benefit payments (30,837 ) (28,398 ) (534 ) (819 ) Projected benefit obligation at end of year $ 712,842 $ 738,279 $ 10,184 $ 10,349 Fair value of plan assets at beginning of year $ 596,733 $ 555,400 $ — $ — Actual return on plan assets (22,038 ) 59,731 — — Employer contributions 10,000 10,000 534 819 Benefit payments (30,837 ) (28,398 ) (534 ) (819 ) Fair value of plan assets at end of year $ 553,858 $ 596,733 $ — $ — Funded status at end of year $ (158,984 ) $ (141,546 ) $ (10,184 ) $ (10,349 ) Accumulated benefit obligation $ 712,842 $ 738,279 $ 10,184 $ 10,349 (a) The actuarial liability (gain)/loss amount for the qualified pension plan for 2015 and 2014 is principally due to the effect of changes in the discount rate. 14. PENSION PLANS (CONTINUED) Obligations and Funded Status - continued The Company has recorded liabilities related to our qualified pension plan and SERP as follows: At December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Current liabilities (a) $ — $ — $ (530 ) $ (531 ) Noncurrent liabilities (158,984 ) (141,546 ) (9,654 ) (9,818 ) Total $ (158,984 ) $ (141,546 ) $ (10,184 ) $ (10,349 ) (a) The current liabilities are included in other accruals and payables on the Consolidated Balance Sheets. Certain amounts included in accumulated other comprehensive income on the Consolidated Balance Sheets represent costs that will be recognized as components of pension cost in future periods. These consist of: At December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Unrecognized (gain) or loss $ 187,331 $ 167,329 $ 1,236 $ 1,609 Unrecognized prior service cost — 57 — — Amount included in accumulated other comprehensive income $ 187,331 $ 167,386 $ 1,236 $ 1,609 The amount of unrecognized loss for the qualified pension plan and the SERP, respectively, that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year is estimated to be $12.5 million and $0.2 million . No amounts will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year related to the prior service cost for the qualified pension plan and the SERP. 14. PENSION PLANS (CONTINUED) Obligations and Funded Status - continued The pension plan net periodic benefit costs on the Consolidated Statements of Operations and other amounts recognized in other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Shareholders’ Equity were computed using the projected unit credit actuarial cost method and included the following components: For the year ended December 31, Qualified Pension Plan SERP 2015 2014 2013 2015 2014 2013 In thousands Service cost for benefits earned during the year $ 14,131 $ 11,759 $ 14,347 $ 206 $ 256 $ 340 Interest cost on projected benefit obligation 27,514 28,835 25,596 318 342 311 Expected return on plan assets (44,130 ) (41,047 ) (41,347 ) — — — Amortization of prior service cost 57 98 98 — — — Recognized net loss 9,920 4,106 9,291 218 91 261 Additional amount recognized due to curtailment/settlement — — — — — 276 Net pension benefit cost $ 7,492 $ 3,751 $ 7,985 $ 742 $ 689 $ 1,188 Change in prior service cost $ — $ — $ — $ — $ — $ — Change in net gain or loss 29,923 66,165 (51,465 ) (155 ) 660 (1,052 ) Amortization of prior service cost (57 ) (98 ) (98 ) — — — Amortization of net loss (9,920 ) (4,106 ) (9,291 ) (218 ) (91 ) (261 ) Total recognized in other comprehensive income (loss) $ 19,946 $ 61,961 $ (60,854 ) $ (373 ) $ 569 $ (1,313 ) Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 27,438 $ 65,712 $ (52,869 ) $ 369 $ 1,258 $ (125 ) The following tables show the amount of the contributions made to the Qualified Pension Plan and SERP during each period and the amount of contributions the Company expects to make during 2016 : Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Contributions $ 10,000 $ 10,000 $ 534 $ 819 Qualified Pension Plan (a) SERP In thousands Expected contributions during 2016 $ 10,000 $ 530 (a) The Company contributed $10.0 million to the qualified pension plan in January 2016 and does not intend to make any further contributions to the qualified pension plan in 2016 . 14. PENSION PLANS (CONTINUED) Obligations and Funded Status - continued Expected future benefit payments, which reflect expected future service, are as follows: Qualified Pension Plan SERP In thousands 2016 $ 32,020 $ 530 2017 33,787 2,972 2018 35,339 509 2019 37,057 496 2020 38,651 482 2021-2025 212,608 4,321 In October 2014, the Society of Actuaries finalized a new set of mortality tables. Mortality is a key assumption in developing actuarial estimates, and therefore could significantly impact the valuation of the Company's obligations under the qualified pension plan and SERP. The Company reviewed the new mortality data at December 31, 2014. Based on the size and demographics of the plan's participant population, the Company determined the RP-2000 Scale AA Generational based mortality table was the most appropriate assumption. Prior to 2014, the Company used the Citigroup Discount Yield Curve in generating its discount rate assumption. Starting in 2014, as part of the Company's annual evaluation of its assumptions, the Citigroup Above Median Double-A Curve was deemed to be a more appropriate basis for generating the Company's discount rate assumption, as the future cash flows of the plan are more closely aligned to the Above Median Double-A Curve. The discount rates used in determining benefit obligations of the pension plans are as follows: At December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 Discount rate 4.17 % 3.80 % 3.47 % 3.15 % The actuarial assumptions used in determining the net periodic benefit cost of the pension plans are as follows: For the year ended December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 Discount rate 3.80 % 4.60 % 3.15 % 3.60 % Expected return on plan assets 7.50 % 7.50 % N/A N/A Average rate of increase in compensation levels N/A N/A N/A N/A Other In 2015 and prior, we used a single-weighted average discount rate to calculate interest and service cost associated with our defined benefit pension plans. We plan to utilize a "spot rate approach" in the calculation of interest and service cost for these plans for 2016 and beyond. The spot rate approach applies separate discount rates for each projected benefit payment in the calculation of pension interest and service cost. This calculation change is considered a change in accounting estimate and will be applied prospectively in 2016. The use of the spot rate approach is expected to have a favorable impact on pension expense in 2016 of approximately $4.6 million relative to what pension expense would have been had we not changed our approach. 14. PENSION PLANS (CONTINUED) Qualified Pension Plan Assets The expected return on plan assets rate was determined based upon historical returns adjusted for estimated future market fluctuations. For 2015 and 2014 , the expected rate of return on plan assets was 7.5% . During 2015 , the actual return on pension plan assets, net of expenses, was (3.4)% . Plan assets are invested in a diversified portfolio consisting of equity and fixed income securities. The investment goals for pension plan assets are to improve and/or maintain the Plan’s funded status by generating long-term asset returns that exceed the rate of growth of the Plan’s liabilities. The Plan invests assets in a manner that seeks to (a) maximize return within reasonable and prudent levels of risk of loss of funded status; and (b) maintain sufficient liquidity to meet benefit payment obligations and other periodic cash flow requirements on a timely basis. The return generation/liability matching asset allocation ratio is currently 51.1%/48.9% . As the plan’s funded status changes, the pension plan’s Administrative Committee (the management committee that is responsible for plan administration) will act through an immediate or gradual process, as appropriate, to reallocate assets. Under the current investment policy, no Investment Manager may invest in investments deemed illiquid by the Investment Manager at the time of purchase, development programs, real estate, mortgages or private equities or securities of Kaman Corporation without prior written authorization from the Finance Committee of the Board of Directors. In addition, with the exception of USG securities, managers’ holdings in the securities of any one issuer, at the time of purchase, may not exceed 7.5% of the total market value of that manager’s account. The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. Short-term Investments – This investment category consists of cash and cash equivalents and futures and options contracts. Cash and cash equivalents are comprised of investments with maturities of three months or less when purchased, including certain short-term fixed-income securities, and are classified as Level 1 investments. Futures contracts and options contracts requiring the investment managers to receive from or pay to the broker an amount of cash equal to daily fluctuations are included in short-term investments and are classified as Level 2 investments. Corporate Stock – This investment category consists primarily of domestic common stock issued by U.S. corporations. Common shares are traded actively on exchanges and price quotes for these shares are readily available. Holdings of corporate stock are classified as Level 1 investments. Mutual Funds –Mutual funds are traded actively on public exchanges. The share prices for these mutual funds are published at the close of each business day. Holdings of mutual funds are classified as Level 1 investments. Common Trust Funds – Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The values of the commingled funds are not publicly quoted and must trade through a broker. For equity and fixed-income commingled funds traded through a broker, the fund administrator values the fund using the net asset value (“NAV”) per fund share, derived from the value of the underlying assets. The underlying assets in these funds (equity securities, fixed income securities, and commodity-related securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Holdings of common trust funds are classified as Level 2 investments. Fixed Income Securities - For fixed income securities, multiple prices and price types are obtained from pricing vendors whenever possible, which enables cross-provider validations. A primary price source is identified based on asset type, class or issue for each security. The fair values of fixed income securities are based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences, and are categorized as Level 2. These securities are primarily investment grade securities. 14. PENSION PLANS (CONTINUED) Qualified Pension Plan Assets - continued The fair values of the Company’s qualified pension plan assets at December 31, 2015 and 2014 , are as follows: Total Carrying Value at December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) In thousands Short-term investments: Cash and cash equivalents $ 10,201 $ 10,201 $ — $ — Futures contracts — — — — Fixed income securities: U.S. Government and agency securities (a) 76,136 — 76,136 — Bonds: Corporate fixed income 96,970 — 96,970 — Foreign fixed income — — — — Other fixed income (b) 1,530 — 1,530 — Mutual funds 119,312 119,312 — — Common trust funds 196,570 — 196,570 — Corporate stock 51,153 51,153 — — Subtotal $ 551,872 $ 180,666 $ 371,206 $ — Accrued income/expense 1,986 73 1,913 — Total $ 553,858 $ 180,739 $ 373,119 $ — Total Carrying Value at December 31, 2014 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) In thousands Short term investments: Cash and cash equivalents $ 12,063 $ 12,063 $ — $ — Futures contracts — — — — Fixed income securities: US Government and agency securities (a) 83,915 — 83,915 — Bonds: Corporate fixed income 112,811 — 112,811 — Foreign fixed income — — — — Other fixed income (b) 2,080 — 2,080 — Mutual funds 93,659 93,659 — — Common trust funds 240,438 — 240,438 — Corporate stock 49,802 49,802 — — Subtotal $ 594,768 $ 155,524 $ 439,244 $ — Accrued income 1,965 47 1,918 — Total $ 596,733 $ 155,571 $ 441,162 $ — (a) This category represents investments in debt securities issued by the U.S. Treasury, other U.S. government corporations and agencies, states and municipalities. (b) This category primarily represents investments in commercial and residential mortgage-backed securities. 14. PENSION PLANS (CONTINUED) Qualified Pension Plan Assets - continued Derivatives are primarily used to manage risk and gain asset class exposure while still maintaining liquidity. Derivative instruments mainly consist of equity futures and interest rate futures. Other Plans The Company also maintains a Defined Contribution Plan that has been adopted by most of its U.S. subsidiaries. Employees of the adopting employers who meet the eligibility requirements of the plan may participate. Employer matching contributions are made to the plan based on a percentage of each participant’s pre-tax contribution. For each dollar that a participant contributes, up to 5% of compensation, participating subsidiaries make employer contributions of one dollar. Employer contributions to the plan totaled $11.9 million , $11.2 million and $10.4 million in 2015 , 2014 and 2013 , respectively. One of the Company’s acquired U.S. subsidiaries maintains a separate defined contribution plan for its eligible employees. Employer matching contributions are made on a discretionary basis. Additionally, one of our foreign subsidiaries maintains a defined benefit plan of its own for its local employees. The net pension liability associated with these plans as of December 31, 2015 , of $0.1 million is included in other accruals and payables on the Consolidated Balance Sheet. |
Other Long-term Liabilities
Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following: At December 31, 2015 2014 In thousands Supplemental employees' retirement plan ("SERP") $ 9,654 $ 9,818 Deferred compensation 16,244 14,601 Long-term incentive plan 7,973 7,527 Noncurrent income taxes payable 2,672 2,300 Environmental remediation liability 9,307 7,370 Other 5,577 4,031 Total $ 51,427 $ 45,647 Disclosures regarding the assumptions used in the determination of the SERP liabilities are included in Note 14, Pension Plans . Discussions of our environmental remediation liabilities are in Note 10, Environmental Costs , and Note 16, Commitments and Contingencies . The Company maintains a non-qualified deferred compensation plan for certain of its employees as well as a non-qualified deferred compensation plan for its Board of Directors. Generally, participants in these plans have the ability to defer a certain amount of their compensation, as defined in the agreement. The deferred compensation liability will be paid out either upon retirement or as requested based upon certain terms in the agreements and in accordance with Internal Revenue Code Section 409A. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Asset Retirement Obligations The Company has unrecorded Asset Retirement Obligation’s (“AROs”) that are conditional upon certain events. These AROs generally include the removal and disposition of non-friable asbestos. The Company has not recorded a liability for these conditional AROs at December 31, 2015 , because the Company does not currently believe there is a reasonable basis for estimating a date or range of dates for major renovation or demolition of these facilities. In reaching this conclusion, the Company considered the historical performance of each facility and has taken into account factors such as planned maintenance, asset replacements and upgrades, which, if conducted as in the past, can extend the physical lives of the facilities indefinitely. The Company also considered the possibility of changes in technology and risk of obsolescence in arriving at its conclusion. The Company currently leases various properties under leases that give the lessor the right to make the determination as to whether the lessee must return the premises to their original condition, except for normal wear and tear. The Company does not normally make substantial modifications to leased property, and many of the Company's leases either require lessor approval of planned improvements or transfer ownership of such improvements to the lessor at the termination of the lease. Historically we have not incurred significant costs to return leased premises to their original condition. Operating Leases Rent commitments under various leases for office space, warehouses, land and buildings expire at varying dates from January 2016 to February 2026. The terms of most of these leases are in the range of 3 to 5 years. Some of the Company’s leases have rent escalations, rent holidays or contingent rent that are recognized on a straight-line basis over the entire lease term. Material leasehold improvements and other landlord incentives are amortized over the shorter of their economic lives or the lease term, including renewal periods, if reasonably assured. Certain annual rentals are subject to renegotiation, with certain leases renewable for varying periods. Lease periods for machinery and equipment range from 1 to 5 years. Substantially all real estate taxes, insurance and maintenance expenses associated with leased facilities are obligations of the Company. It is expected that in the normal course of business leases that expire will be renewed or replaced by leases on other similar property. The following minimum future rental payments are required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2015 : In thousands 2016 $ 24,673 2017 19,715 2018 13,848 2019 8,633 2020 5,750 Thereafter 13,134 Total $ 85,753 Lease expense for all operating leases, including leases with terms of less than one year, amounted to $26.4 million , $25.0 million and $24.6 million for 2015 , 2014 and 2013 , respectively. 16. COMMITMENTS AND CONTINGENCIES (CONTINUED) Capital Leases During 2014, the Company entered into a master leasing agreement with PNC Equipment Finance for financing the purchases of equipment, with total capacity of $5.0 million . Such leases are classified as capital for accounting purposes and are recorded at the present value of the future minimum lease payments at the inception of the lease. Amounts due under capital leases are recorded as liabilities, while assets acquired under capital leases are recorded as equipment. Amortization of assets recorded under capital leases is included in depreciation and amortization expense. The following minimum payments are required under capital leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2015 : In thousands 2016 $ 349 2017 349 2018 349 2019 349 2020 138 Thereafter — Total $ 1,534 Interest expense related to capital leases was immaterial in 2015 . There was no interest expense associated with capital leases in 2014 and 2013 . See Note 8, Property, Plant and Equipment, Net , for additional information regarding our capital leases. Other Matters Pension Freeze Effective December 31, 2015, the Company's qualified pension plan was frozen with respect to future benefit accruals. Under CAS 413 the Company must determine the U.S. Government’s share of any pension curtailment adjustment calculated in accordance with CAS. Such adjustments can result in an amount due to the U.S. Government for pension plans that are in a surplus position or an amount due to the contractor for plans that are in a deficit position. We are unable to make a determination at this time as to the financial implications this curtailment adjustment will have, if any, on the Company's balance sheet as of December 31, 2015, and the current year's results of operations. Based upon the analysis completed thus far, the Company believes that the low end of our estimated range of a potential liability to the USG associated with the pension plan closeout is zero and therefore no accrual is required at December 31, 2015. AH-1Z Program In February 2016, the Company reached an agreement with its customer that modified the scope of the AH-1Z contract and which, among other things, resolved outstanding claims associated with this program. The Company agreed to pay its customer $4.0 million , all of which has been accrued as of December 31, 2015. The Company will receive $4.3 million from its customer, the retention of this amount being contingent on the resolution of certain contractual matters. If these contractual matters are not satisfactorily resolved, we may be required to reimburse our customer for all or a portion of this amount. The Company has included this amount in its current estimate of contract revenue, as the Company believes the favorable resolution of this contractual matter is probable. The Company considers this a Type I subsequent event and has updated its contract estimates as of December 31, 2015, to reflect this contract modification and claims resolution. Given the current volume of firm orders, the Company estimates the contract to be a zero margin program, taking into consideration the $2.8 million of G&A costs capitalized in inventory associated with this contract. 16. COMMITMENTS AND CONTINGENCIES (CONTINUED) Other Matters - continued New Hartford In connection with sale of the Company’s Music segment in 2007, the Company assumed responsibility for meeting certain requirements of the Transfer Act that applied to our transfer of the New Hartford, Connecticut, facility leased by that segment for guitar manufacturing purposes (“Ovation”). Under the Transfer Act, those responsibilities essentially consist of assessing the site's environmental conditions and remediating environmental impairments, if any, caused by Ovation's operations prior to the sale. The site is a multi-tenant industrial park, in which Ovation and other unrelated entities lease space. The environmental assessment, which began in 2008, has been completed and site remediation is in process. The Company's estimate of its portion of the cost to assess the environmental conditions and remediate this site is $2.3 million , all of which has been accrued. The total amount paid to date in connection with these environmental remediation activities is $1.4 million . A portion ( $0.2 million ) of the accrual related to this property is included in other accruals and payables and the balance is included in other long-term liabilities. The remaining balance of the accrual reflects the total anticipated cost of completing these environmental remediation activities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time. Bloomfield In connection with the Company’s 2008 purchase of the portion of the Bloomfield campus that Kaman Aerospace Corporation had leased from NAVAIR, the Company assumed responsibility for environmental remediation at the facility as may be required under the Transfer Act and continues the effort to define the scope of the remediation that will be required by the Connecticut Department of Environmental Protection ("CTDEP"). The assumed environmental liability of $10.3 million was determined by taking the undiscounted estimated remediation liability of $20.8 million and discounting it at a rate of 8% . This remediation process will take many years to complete. The total amount paid to date in connection with these environmental remediation activities is $10.9 million . A portion ( $0.9 million ) of the accrual related to this property is included in other accruals and payables, and the balance is included in other long-term liabilities. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time. Rimpar In connection with the Company's purchase of GRW, the Company assumed responsibility for the environmental remediation at the Rimpar, Germany facility. As part of the purchase price allocation, the Company accrued approximately €3.8 million . A portion ( €0.3 million ) of the accrual related to this property is included in other accruals and payables and the balance is included in long-term liabilities. We are currently in the process of initiating a Phase II assessment in order to better understand the extent of the environmental effort necessary to remediate the facility. Although it is reasonably possible that additional costs will be paid in connection with the resolution of this matter, the Company is unable to estimate the amount of such additional costs, if any, at this time. |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | COMPUTATION OF EARNINGS PER SHARE The computation of basic earnings per share is based on net earnings divided by the weighted average number of shares of common stock outstanding for each year. The computation of diluted earnings per share includes the common stock equivalency of dilutive options granted to employees under the Company's stock incentive plan and shares issuable on redemption of its Convertible Notes. 17. COMPUTATION OF EARNINGS PER SHARE (CONTINUED) For the Year Ended December 31, 2015 2014 2013 In thousands, except per share amounts Earnings from continuing operations $ 60,438 $ 65,780 $ 59,066 Loss from discontinued operations, net of tax — (2,924 ) (2,386 ) Gain (loss) on disposal of discontinued operations, net of tax — (4,984 ) 420 Net earnings $ 60,438 $ 57,872 $ 57,100 Basic: Weighted average number of shares outstanding 27,177 27,053 26,744 Earnings per share from continuing operations $ 2.22 $ 2.43 $ 2.21 Loss per share from discontinued operations — (0.11 ) (0.09 ) Earnings (loss) per share from disposal of discontinued operations — (0.18 ) 0.02 Basic earnings per share $ 2.22 $ 2.14 $ 2.14 Diluted: Weighted average number of shares outstanding 27,177 27,053 26,744 Weighted average shares issuable on exercise of dilutive stock options 133 147 159 Weighted average shares issuable on exercise of convertible notes 558 577 240 Total 27,868 27,777 27,143 Earnings per share from continuing operations $ 2.17 $ 2.37 $ 2.17 Loss per share from discontinued operations — (0.11 ) (0.09 ) Earnings (loss) per share from disposal of discontinued operations — (0.18 ) 0.02 Diluted earnings per share $ 2.17 $ 2.08 $ 2.10 Equity awards Excluded from the diluted earnings per share calculation for the years ended December 31, 2015 , 2014 and 2013 , respectively, are 487,071 , 342,994 and 391,717 shares associated with equity awards granted to employees that are anti-dilutive based on the average stock price. Convertible Notes For the years ended December 31, 2015 , 2014 and 2013 , shares issuable under the Convertible Notes that were dilutive during the period were included in the calculation of earnings per share as the conversion price for the Convertible Notes was less than the average share price of the Company's stock. Warrants Excluded from the diluted earnings per share calculation for the years ended December 31, 2015 , 2014 and 2013 , respectively were 3,422,477 , 3,411,539 , and 3,404,626 shares, issuable under the warrants sold in connection with the Company’s Convertible Note offering as they would be anti-dilutive. For further information on the Convertible Notes, see Note 11, Debt . |
Share-Based Arrangements
Share-Based Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Arrangements | SHARE-BASED ARRANGEMENTS General The Company accounts for stock options, restricted stock awards, restricted stock units and performance shares as equity awards and measures the cost of all share-based payments, including stock options, at fair value on the grant date and recognizes this cost in the statement of operations. The Company also has an employee stock purchase plan which is accounted for as a liability award. Compensation expense for stock options, restricted stock awards and restricted stock units is recognized on a straight-line basis over the vesting period of the awards. Share-based compensation expense recorded for the years ended December 31, 2015 , 2014 , and 2013 was $6.4 million , $5.4 million , and $5.0 million , respectively. Stock Incentive Plan On April 17, 2013, the shareholders of the Company approved the 2013 Management Incentive Plan (the "2013 Plan"), which replaced the 2003 Stock Incentive Plan. The 2013 Plan provides the Company with the ability to use equity-based awards of up to 2,250,000 authorized shares and is designed as a flexible share authorization plan, such that the Company's share authorization is based on the least costly type of award (stock options). Shares issued pursuant to “Full Value Awards” as defined in the 2013 Plan (awards other than stock options or stock appreciation rights which are settled by the issuance of shares, e.g., restricted stock, restricted stock units, performance shares, performance units if settled with stock, or other stock-based awards) count against the 2013 Plan's share authorization at a rate of 3 to 1 , while shares issued upon exercise of stock options or stock appreciation rights count against the share authorization at a rate of 1 to 1. This means that every time an option is granted, the authorized pool of shares is reduced by one (1) share and every time a Full Value Award is granted, the authorized pool of shares is reduced by 3 shares. In deriving the valuation ratio used in the 2013 Plan, the Company used the Black Scholes Fair Value model as the basis for determining the approximate value of an option as compared to a "full value share." As of December 31, 2015 , there were 1,299,635 shares available for grant under the plan. LTIP awards provide certain senior executives an opportunity to receive award payments in either stock or cash as determined by the Personnel and Compensation Committee of the Board of Directors in accordance with the Plan, at the end of each performance cycle. For the performance cycle, the Company’s financial results are compared to the Russell 2000 indices for the same periods based upon the following: (a) average return on total capital, (b) earnings per share growth and (c) total return to shareholders. No awards will be payable if the Company’s performance is in the bottom quartile of the designated indices. The maximum award is payable if performance reaches the 75 th percentile of the designated indices. Awards are paid out at 100% at the 50 th percentile. Awards for performance between the 25 th and 75 th percentiles are determined by straight-line interpolation between 0% and 200% . Generally, LTIP awards are paid in cash. Stock options are granted with an exercise price equal to the average market price of our stock at the date of grant. Stock options and Stock Appreciation Rights ("SARs") granted under the plan generally expire ten years from the date of grant and vest 20% each year over a 5 -year period on each of the first five anniversaries of the date of grant. Restricted Stock Awards ("RSAs") are generally granted with restrictions that lapse at the rate of 20% per year over a 5 -year period on each of the first five anniversaries of the date of grant. Generally, these awards are subject to forfeiture if a recipient separates from service with the Company. During the first quarter of 2015, the Company issued additional stock awards with market and performance based conditions, bringing the total of these shares to 8,238 , assuming a 100% achievement level. The Company measures the cost of these awards based on their grant date fair value to the extent of the probable number of shares to be earned upon vesting. Amortization of this cost will be recorded on a straight-line basis over the requisite service period. Throughout the course of the requisite service period, the Company will monitor the level of achievement compared to the target and adjust the number of shares expected to be earned, and the related compensation expense recorded thereafter, to reflect the updated most probable outcome. Compensation expense for these awards for the year ended December 31, 2015 , was not material. 18. SHARE-BASED ARRANGEMENTS (CONTINUED) Stock Incentive Plan - continued Stock option activity is as follows: Options Weighted average- exercise price Options outstanding at December 31, 2014 904,091 $ 31.26 Granted 202,345 39.54 Exercised (61,002 ) 24.93 Forfeited or expired (5,398 ) 36.88 Options outstanding at December 31, 2015 1,040,036 $ 33.22 The following table presents information regarding options outstanding as of December 31, 2015 : Weighted-average remaining contractual term - options outstanding (years) 5.9 Aggregate intrinsic value - options outstanding (in thousands) $ 8,216 Weighted-average exercise price - options outstanding $ 33.22 Options exercisable 527,122 Weighted-average remaining contractual term - options exercisable (years) 4.1 Aggregate intrinsic value - options exercisable (in thousands) $ 6,509 Weighted-average exercise price - options exercisable $ 28.77 The intrinsic value represents the amount by which the market price of the stock on the measurement date exceeds the exercise price of the option. The intrinsic value of options exercised in 2015 , 2014 and 2013 was $1.0 million , $2.9 million and $1.9 million , respectively. The Company currently has an open stock repurchase plan, which would enable the Company to repurchase shares as needed. Since 2008 the Company has generally issued shares related to option exercises and RSAs from its authorized but unissued common stock. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table indicates the weighted-average assumptions used in estimating fair value: 2015 2014 2013 Expected option term (years) 5.1 5.1 5.2 Expected volatility 29.0 % 37.5 % 45.5 % Risk-free interest rate 1.6 % 1.5 % 0.9 % Expected dividend yield 1.6 % 1.7 % 2.0 % Per share fair value of options granted $ 9.28 $ 11.60 $ 12.38 The expected term of options granted represents the period of time option grants are expected to be outstanding based upon historical exercise patterns. Forfeitures of options are estimated based upon historical data and are adjusted based upon actual occurrences. The cumulative effect of stock award forfeitures was immaterial. The volatility assumption is based on the historical daily price data of the Company’s stock over a period equivalent to the weighted-average expected term of the options. Management evaluated whether there were factors during that period that were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. The Company relies only on historical volatility since future volatility is expected to be consistent with historical volatility. The risk-free interest rate assumption is based upon the interpolation of various U.S. Treasury rates determined at the date of option grant. Expected dividends are based upon a historical analysis of our dividend yield over the past year. 18. SHARE-BASED ARRANGEMENTS (CONTINUED) Stock Incentive Plan - continued Restricted Stock Award and Restricted Stock Unit activity is as follows: Restricted Stock Awards Weighted- average grant date fair value Restricted Stock outstanding at December 31, 2014 196,553 $ 36.29 Granted 80,494 39.83 Vested (91,640 ) 36.37 Forfeited or expired (1,864 ) 35.87 Restricted Stock outstanding at December 31, 2015 183,543 $ 37.80 The grant date fair value for restricted stock is the average market price of the unrestricted shares on the date of grant. The total fair value of restricted stock awards vested during 2015 , 2014 and 2013 was $3.8 million , $4.5 million and $4.6 million , respectively. We record a tax benefit and associated deferred tax asset for compensation expense recognized on non-qualified stock options and restricted stock for which we are allowed a tax deduction. For 2015 , 2014 and 2013 , respectively, we recorded a tax benefit of $2.2 million , $1.9 million and $1.7 million for these two types of compensation expense. The windfall tax benefit is the tax benefit realized on the exercise of non-qualified stock options and disqualifying dispositions of stock acquired by exercise of incentive stock options and Employee Stock Purchase Plan stock purchases in excess of the deferred tax asset originally recorded. The total windfall tax benefit realized in 2015 , 2014 , and 2013 was $0.3 million , $0.8 million , and $0.5 million , respectively. As of December 31, 2015 , future compensation costs related to non-vested stock options and restricted stock grants is $7.4 million . The Company anticipates that this cost will be recognized over a weighted-average period of 3.0 years. Employees Stock Purchase Plan The Kaman Corporation Employees Stock Purchase Plan (“ESPP”) allows employees to purchase common stock of the Company, through payroll deductions, at 85% of the market value of shares at the time of purchase. The plan provides for the grant of rights to employees to purchase a maximum of 1,500,000 shares of common stock. During 2015 , 79,294 shares were issued to employees at prices ranging from $31.64 to $36.46 . During 2014 , 76,805 shares were issued to employees at prices ranging from $32.48 to $36.42 . During 2013 , 85,702 shares were issued to employees at prices ranging from $28.34 to $32.43 . At December 31, 2015 , there were 309,338 shares available for purchase under the plan. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION The Company is organized based upon the nature of its products and services, and is composed of two operating segments each overseen by a segment manager. These segments are reflective of how the Company’s Chief Executive Officer, who is its Chief Operating Decision Maker (“CODM”), reviews operating results for the purposes of allocating resources and assessing performance. The Company has not aggregated operating segments for purposes of identifying reportable segments. The Distribution segment is a leading power transmission, motion control, and fluid power industrial distributor with operations throughout the United States. Distribution conducts business in the mechanical power transmission and bearings, electrical, automation and control, and fluid power product platforms and provides total solutions from system design and integration to machine parts and value-added services to the national manufacturing industry. 19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) The Aerospace segment produces and/or markets widely used proprietary aircraft bearings and components; super precision miniature ball bearings; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arm solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of the Company’s SH-2G Super Seasprite maritime helicopters; manufacture and support of the Company's K-MAX® medium-to-heavy lift helicopters; and engineering services. Summarized financial information by business segment is as follows: For the year ended December 31, 2015 2014 2013 In thousands Net sales from continuing operations: Distribution $ 1,177,539 $ 1,161,992 $ 1,039,954 Aerospace (a) 597,586 632,970 613,967 Net sales $ 1,775,125 $ 1,794,962 $ 1,653,921 Operating income: Distribution $ 49,441 $ 56,765 $ 46,206 Aerospace (b) 110,328 108,697 102,573 Net gain (loss) on sale of assets 328 (233 ) (142 ) Corporate expense (55,578 ) (54,722 ) (45,291 ) Operating income from continuing operations 104,519 110,507 103,346 Interest expense, net 13,144 13,382 12,294 Other expense (income), net 3,386 623 398 Earnings before income taxes from continuing operations 87,989 96,502 90,654 Income tax expense 27,551 30,722 31,588 Earnings from continuing operations $ 60,438 $ 65,780 $ 59,066 (a) Net sales by the Aerospace segment under contracts with U.S. Government agencies (including sales to foreign governments through foreign military sales contracts with U.S. Government agencies) totaled $211.4 million , $271.7 million and $262.9 million in 2015 , 2014 and 2013 , respectively, and represent direct and indirect sales to the U.S. Government and related agencies. (b) Operating income for 2013 includes a $ 2.1 million non-cash non-tax deductible goodwill impairment charge. 19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) At December 31, In thousands 2015 2014 2013 Identifiable assets (a) : Distribution $ 558,630 $ 547,350 $ 480,117 Aerospace 738,426 531,868 557,831 Corporate (b) 144,149 121,987 102,683 Total assets $ 1,441,205 $ 1,201,205 $ 1,140,631 Capital expenditures: Distribution $ 10,685 $ 12,205 $ 12,034 Aerospace 13,378 12,044 21,193 Corporate 5,869 4,034 7,625 Total capital expenditures $ 29,932 $ 28,283 $ 40,852 Depreciation and amortization: Distribution $ 16,368 $ 14,461 $ 11,236 Aerospace 16,275 16,039 15,041 Corporate 5,086 5,709 5,278 Total depreciation and amortization $ 37,729 $ 36,209 $ 31,555 (a) Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use. (b) For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, capitalized debt issuance costs, cash surrender value of life insurance policies and fixed assets. The following table summarizes total sales of the Company, which are principally derived from the sale of products: For the year ended December 31, 2015 2014 2013 in thousands Bearings and Power Transmission (a) $ 594,511 $ 630,557 $ 622,041 Automation, Control and Energy 354,771 300,861 271,465 Fluid Power 228,257 230,574 146,448 Military and Defense 362,867 391,532 384,088 Commercial Aerospace and Other 234,719 241,438 229,879 Total sales (b) $ 1,775,125 $ 1,794,962 $ 1,653,921 (a) Aerospace bearings are not included in this caption, as they are reported in either the "Military and Defense" or "Commercial Aerospace and Other" categories. (b) Service revenue was not material for the years ended December 31, 2015 , 2014 and 2013 . 19. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED) Sales are attributed to geographic regions based on the location to which the product is shipped. Geographic distribution of sales recorded by continuing operations is as follows: For the year ended December 31, 2015 2014 2013 In thousands North America $ 1,518,416 $ 1,576,041 $ 1,442,475 Europe 112,057 117,686 107,297 Middle East 65,740 4,378 39,357 Asia 33,020 29,115 32,414 Oceania 37,959 65,122 28,892 Other 7,933 2,620 3,486 Total $ 1,775,125 $ 1,794,962 $ 1,653,921 Geographic distribution of long-lived assets is as follows: At December 31, 2015 2014 In thousands United States $ 468,220 $ 419,457 Germany 168,182 18,842 United Kingdom 55,627 60,175 Czech Republic 4,389 — Mexico 1,937 1,774 Total $ 698,355 $ 500,248 The increases in long-lived assets in Germany and the Czech Republic are primarily related to the acquisition of GRW. For the purpose of this disclosure the company excluded deferred tax assets of $ 66.8 million and $ 34.8 million as of December 31, 2015 and 2014, respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Subsequent to December 31, 2015, the Company reached an agreement with its customer that changed the scope of its AH-1Z contract and which, among other things, resolved outstanding claims associated with this program. See Note 16, Commitments and Contingencies , for additional information regarding this matter. The Company has evaluated subsequent events through the issuance date of these financial statements. Other than the matter noted above, no material subsequent events were identified that require disclosure. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | KAMAN CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2015 , 2014 AND 2013 (Dollars in Thousands) Additions DESCRIPTION Balance Beginning of Period Charged to Costs and Expenses Others (A) Deductions (B) Balance End of Period 2015 Allowance for doubtful accounts $ 3,208 $ 1,694 $ 96 $ 2,009 $ 2,989 2014 Allowance for doubtful accounts $ 3,827 $ 1,171 $ 148 $ 1,938 $ 3,208 2013 Allowance for doubtful accounts $ 3,148 $ 1,635 $ 56 $ 1,012 $ 3,827 (A) Additions to allowance for doubtful accounts attributable to acquisitions. (B) Write-off of bad debts, net of recoveries. Additions (Reductions) DESCRIPTION Balance Beginning of Period Current Year Provision (Benefit) Others Balance End of Period 2015 Valuation allowance on deferred tax assets $ 4,694 $ 281 $ 6,147 $ 11,122 2014 Valuation allowance on deferred tax assets $ 4,657 $ 363 $ (326 ) $ 4,694 2013 Valuation allowance on deferred tax assets $ 5,288 $ 531 $ (1,162 ) $ 4,657 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, goodwill and other intangible assets; valuation allowances for receivables, inventories and income taxes; valuation of share-based compensation; vendor incentives; assets and obligations related to employee benefits; estimates of environmental remediation costs; and accounting for long-term contracts including claims. Actual results could differ from those estimates. |
Foreign Currency Translations | Foreign Currency Translation The Company has certain operations outside the United States that prepare financial statements in currencies other than the U.S. dollar. For these operations, results of operations and cash flows are translated using the average exchange rate throughout the period. Assets and liabilities are generally translated at end of period rates. The gains and losses associated with these translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. The carrying amounts of these items, as well as trade accounts payable and notes payable, approximate fair value due to the short-term maturity of these instruments. At December 31, 2015 and 2014 , no individual customer accounted for more than 10% of consolidated accounts receivable or consolidated net sales. Foreign sales associated with continuing operations were approximately 15.6% , 13.6% and 13.9% of the Company’s net sales in 2015 , 2014 and 2013 , respectively, and are concentrated in the United Kingdom, Germany, New Zealand and Asia. |
Additional Cash Flow Information [Policy Text Block] | Additional Cash Flow Information Non-cash investing activities in 2015 include $5.4 million in earn-out payments to the former owners of an aerospace acquisition. The Company describes these earn-out payments in more detail in Note 3, Acquisitions. Non-cash financing activities in 2015 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total net adjustment was $11.9 million , net of tax of $7.2 million . Additionally, non-cash financing activities in 2015 include $4.9 million of dividends declared but not yet paid. Non-cash investing activities in 2014 include an accrual of $ 1.5 million for capital leases and $1.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2014 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total net adjustment was $38.7 million , net of tax of $23.4 million . Additionally, non-cash financing activities in 2014 include $4.3 million of dividends declared but not yet paid. Non-cash investing activities in 2013 include an accrual of $0.9 million for purchases of property and equipment and $3.5 million in earn-out payments to the former owners of an aerospace acquisition. Non-cash financing activities in 2013 include an adjustment to other comprehensive income related to the underfunding of the pension and SERP plans and changes in the fair value of derivative financial instruments that qualified for hedge accounting. The total adjustment was $39.0 million , net of tax of $23.6 million . The Company describes its pension obligations in more detail in Note 14, Pension Plans . |
Revenue Recognition | Revenue Recognition Sales and estimated profits under long-term contracts are generally recognized using the percentage-of-completion method of accounting, using as a measurement basis either the ratio that costs incurred bear to estimated total costs (after giving effect to estimates of costs to complete based upon most recent information for each contract) or units-of-delivery. Reviews of contracts are made routinely throughout their lives and the impact of revisions in profit estimates are recorded in the accounting period in which the revisions are made. Anticipated contract losses are charged to operations when they are probable. In cases where we have multiple contracts with a single customer, each contract is generally treated as a separate profit center and accounted for as such. Except in the case of contracts accounted for using the cost-to-cost method of percentage of completion accounting, revenues are recognized when the product has been shipped or delivered, depending upon when title and risk of loss have passed. For certain USG contracts delivery is deemed to have occurred when work is substantially complete and acceptance by the customer has occurred by execution of a Material Inspection and Receiving Report, DD Form 250 or Memorandum of Shipment. Sales contracts are initially reviewed to ascertain if they involve multiple element arrangements. If such an arrangement exists and there is no evidence of stand-alone value for each element of the undelivered items, recognition of sales for the arrangement is deferred until all elements of the arrangement are delivered and risk of loss and title have passed. For elements that do have stand-alone value or contracts that are not considered multiple element arrangements, sales and related costs of sales are recognized as services are performed or when the product has been shipped or delivered depending upon when title and risk of loss have passed. Pre-contract costs incurred for items such as materials or tooling for anticipated contracts are included in inventory if recovery of such costs is considered probable. Thereafter, if the Company determines it will not be awarded an anticipated contract and the associated pre-contract costs cannot be applied to another program the costs are expensed immediately. Learning or start-up costs incurred in connection with existing or anticipated follow-on contracts are charged to the existing contract unless the terms of the contract permit recovery of these costs over a specific contractual term and provide for reimbursement if the contract is canceled. As of December 31, 2015 and 2014 , approximately $2.4 million and $1.4 million , respectively, of pre-contract costs were included in inventory, which, in both cases, represented less than 1% of total inventory. If it is probable that a claim with respect to change orders will result in additional contract revenue and the amount of such additional revenue can be reliably estimated, then the additional contract revenue is considered in our accounting for the program, but only if the contract provides a legal basis for the claim, the additional costs were unforeseen and not caused by deficiencies in our performance, the costs are identifiable and reasonable in view of the work performed and the evidence supporting the claim is objective and verifiable. If these requirements are met, the claim portion of the program is accounted for separately to ensure revenue from the claim is recorded only to the extent claim related costs have been incurred; accordingly, no profit with respect to such costs is recorded until the change order is formally approved. If these requirements are not met, the forecast of total contract cost at completion (which is used to calculate the gross margin rate) for the basic contract is generally increased to include all incurred and anticipated claim related costs. Recognition of sales not accounted for under the cost-to-cost method of percentage of completion accounting occurs when the sales price is fixed, collectability is reasonably assured and the product’s title and risk of loss has transferred to the customer. The Company includes freight costs charged to customers in net sales and the correlating expense as a cost of sales. Sales tax collected from customers is excluded from net sales in the accompanying Consolidated Statements of Operations. |
Cost of Sales and Selling, General and Administrative Expenses | Cost of Sales and Selling, General and Administrative Expenses Cost of sales includes costs of products and services sold (i.e., purchased product, raw material, direct labor, engineering labor, outbound freight charges, depreciation and amortization, indirect costs and overhead charges). Selling expenses primarily consist of advertising, promotion, bid and proposal, employee payroll and corresponding benefits and commissions paid to sales and marketing personnel. General and administrative expenses primarily consist of employee payroll including executive, administrative and financial personnel and corresponding benefits, incentive compensation, independent research and development, consulting expenses, warehousing costs, depreciation and amortization. Legal costs are expensed as incurred and are generally included in general and administrative expenses. The Aerospace segment includes general and administrative expenses as an element of program cost and inventory for certain government contracts. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cost of Sales and Selling, General and Administrative Expenses - continued Certain inventory related costs, including purchasing costs, receiving costs and inspection costs, for the Distribution segment are not included in cost of sales. For the years ended December 31, 2015 , 2014 and 2013 , $3.2 million , $3.4 million and $3.0 million , respectively, of such costs are included in general and administrative expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits and short-term cash investments. These investments are liquid in nature and have original maturities of three months or less. Book overdraft positions, which occur when total outstanding issued checks exceed available cash balances at a single financial institution at the end of a reporting period, are reclassified to accounts payable within the consolidated balance sheets. At December 31, 2015 and 2014 , the Company had book overdrafts of $4.0 million and $7.3 million , respectively, included in accounts payable. |
Accounts Receivable | Accounts Receivable The Company has three types of accounts receivable: (a) Trade receivables, which consist of amounts billed and currently due from customers; (b) USG contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed; and (c) Commercial and other government contracts, which consist of (1) amounts billed, and (2) costs and accrued profit – not billed. The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the trade accounts receivable and billed contracts balance. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. |
Inventories | Inventories Inventory of merchandise for resale is stated at cost (using the average costing method) or market, whichever is lower. Contracts and other work in process and finished goods are valued at production cost represented by raw material, labor and overhead. For certain government contracts, allowable general and administrative expenses are also included in inventory. Initial tooling and startup costs may be included, where applicable. Contracts and other work in process and finished goods are not reported at amounts in excess of net realizable values. The Company includes raw material amounts in the contracts in process and other work in process balances. Raw material includes certain general stock materials but primarily relates to purchases that were made in anticipation of specific programs for which production has not been started as of the balance sheet date. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is recorded at cost. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for buildings range from 15 to 40 years and for leasehold improvements range from 1 to 20 years, whereas machinery, office furniture and equipment generally have useful lives ranging from 3 to 15 years. At the time of retirement or disposal, the acquisition cost of the asset and related accumulated depreciation are eliminated and any gain or loss is credited to or charged against income. Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Maintenance and repair items are charged against income as incurred, whereas renewals and betterments are capitalized and depreciated. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination and is reviewed for impairment at least annually. Accounting Standards Codification Topic 350, "Intangibles - Goodwill and Other", ("ASC 350") permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step goodwill impairment test required under ASC 350. The qualitative assessment management performs takes into consideration the following factors: general economic conditions, industry specific performance, changes in carrying values of the reporting units, the assessment of assumptions used in the previous fair value calculation and changes in transaction multiples. In the first step of the two-step test, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). In step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using an income methodology based on management’s estimates of forecasted cash flows for each business unit, with those cash flows discounted to present value using rates commensurate with the risks associated with those cash flows. In addition, management uses a market-based valuation method involving analysis of market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for (i) a group of comparable public companies and (ii) recent transactions, if any, involving comparable companies. If the fair value of the reporting unit exceeds its carrying value, step two need not be performed. Goodwill and intangible assets with indefinite lives are evaluated annually for impairment in the fourth quarter, based on annual forecast information. Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Goodwill and other intangible assets are reviewed for possible impairment whenever changes in conditions indicate that the fair value of a reporting unit is more likely than not below its carrying value. See Note 9, Goodwill and Other Intangible Assets, Net , for discussion of the goodwill impairment charge recorded in 2013. No such charges were recorded in 2015 or 2014. |
Vendor Incentives | Vendor Incentives The Company’s Distribution segment enters into agreements with certain vendors providing for inventory purchase incentives that are generally earned upon achieving specified volume-purchasing levels. The Company recognizes rebate income relative to specific rebate programs as a reduction of the cost of inventory based on a systematic and rational allocation of the cash consideration offered to each of the underlying transactions that results in progress toward earning the rebate, provided that the amounts are probable and reasonably estimable. As of December 31, 2015 and 2014 , total vendor incentive receivables, included in other current assets, were approximately $16.4 million and $17.7 million , respectively. |
Self-Insured Retentions | Self-Insured Retentions To limit exposure to losses related to group health, workers’ compensation, auto and product general liability claims, the Company obtains third-party insurance coverage. The Company has varying levels of deductibles for these claims. The total liability/deductible for group health is limited to $0.3 million per claim, workers’ compensation is limited to $0.4 million per claim and for product/general liability and auto liability the limit is $0.3 million per claim. The cost of such benefits is recognized as expense based on claims filed in each reporting period and an estimate of claims incurred but not reported (“IBNR”) during such period. The estimates for the IBNR are based upon historical trends and information provided to us by the claims administrators, and are periodically revised to reflect changes in loss trends. These amounts are included in other accruals and payables on the consolidated balance sheets. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Self-Insured Retentions - continued Liabilities associated with these claims are estimated in part by considering historical claims experience, severity factors and other actuarial assumptions. Projections of future losses are inherently uncertain because of the random nature of insurance claim occurrences and the potential for differences between actual developments and actuarial assumptions. Such self-insurance accruals will likely include claims for which the ultimate losses will be settled over a period of years. |
Restructuring Costs | Restructuring Costs During the fourth quarter of 2015, the Company initiated restructuring activities at its Distribution segment in order to align the cost structure of the organization to its current revenue levels. Such actions include workforce reductions and the consolidation of field operations where its Distribution segment has multiple facilities in the same location. The restructuring has resulted in net workforce reductions of 63 employees and the exiting of four facilities. As of December 31, 2015, we had communicated the workforce reductions to affected employees. The Company incurred all workforce reduction costs and facility related costs during 2015. |
Research and Development | Research and Development Customer funded research expenditures (which are included in cost of sales) were $0.4 million in 2015 , $1.6 million in 2014 , and $3.3 million in 2013 . Research and development costs not specifically covered by contracts are charged against income as incurred and included in selling, general and administrative expenses. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities based on the technical merits of the position. Unrecognized tax benefits represent the difference between the position taken in the tax return and the benefit reflected in the financial statements. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company records compensation expense for share-based awards based upon an assessment of the grant date fair value of the awards. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. A number of assumptions are used to determine the fair value of options granted. These include expected term, dividend yield, volatility of the options and the risk free interest rate. See Note 18, Share-Based Arrangements, for further information. |
Derivative Financial Instruments | Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency exchange rates and interest rates. Derivative financial instruments are recognized on the consolidated balance sheets as either assets or liabilities and are measured at fair value. Changes in the fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of a hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. The Company does not use derivative instruments for speculative purposes. See Note 6, Derivative Financial Instruments , for further information. |
Pension Accounting | Pension Accounting The Company accounts for its defined benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference between the plan assets and the projected benefit obligation, as an asset or liability on the balance sheet, with changes in the funded status recognized in comprehensive income in the year in which they occur. Expenses and liabilities associated with the plan are determined based upon actuarial valuations. Integral to the actuarial valuations are a variety of assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the measurement date, December 31 st . The impact of differences between actual results and the assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods. See Note 14, Pension Plans , for further information. |
Recent Accounting Standards | Recent Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. The objective of this standard update is to provide a complete and understandable representation of an entity’s leasing activities. This standard requires that lease assets and lease liabilities be recognized on the balance sheet and all key information about leasing arrangements be disclosed. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the potential impact of this standard on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities”. The objective of this standard update is to remove inconsistent practices with regards to the accounting for financial instruments between US GAAP and International Financial Reporting Standards (“IFRS”). The standard intends to improve the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2017. The Company does not expect these changes to have a material impact on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes." The objective of this standard update is to improve the usefulness of the presentation of deferred income taxes. The new standard requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position to align the classification with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. The update is effective for financial statement periods beginning after December 15, 2016; however, as permitted by ASU No. 2015-17, the Company elected to adopt this standard for the year ended December 31, 2015. Adoption of this standard did not have a material impact on the Company's consolidated balance sheet. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Standards - continued In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments.” This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard becomes effective the first quarter of fiscal year 2016 and early adoption is permitted. The Company elected to early adopt this standard which did not have a material impact on the Company’s financial statements. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which amends ASC 835-30, “Interest - Imputation of Interest”. The ASU clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. These costs may be presented as an asset and amortized ratably over the term of the line of credit arrangement, regardless of whether there are outstanding borrowings under the arrangement. The standard becomes effective the first quarter of fiscal year 2016. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. In July 2015, the FASB issued ASU No. 2015-11, "Inventory (Topic 330) - Simplifying the Measurement of Inventory." ASU 2015-11 requires an entity to measure inventory within the scope of the standard at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." ASU No. 2015-03 amends the FASB Accounting Standards Codification (the "Codification") to require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related liability. Such treatment is consistent with the current presentation of debt discounts or premiums. As it stood prior to the amendment, debt issuance costs were reported in the balance sheet as an asset (i.e., a deferred charge), whereas debt discounts and premiums were, and continue to be, reported as deductions from or additions to the debt itself. Recognition and measurement guidance for debt issuance costs is not affected by these amendments to the Codification. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810)." ASU 2015-02 focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)." The new standard eliminates the concept of extraordinary items and their segregation from the results of ordinary operations and expands presentation and disclosure guidance to include items that are both unusual in nature and occur infrequently. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (ASC Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The new standard provides guidance regarding management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, ending after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements. In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (ASC Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period." The objective of this standard update is to eliminate inconsistent practices with regards to the accounting treatment of share-based payment awards. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The adoption of this standard is not expected to have a material impact on the Company's financial statements. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent Accounting Standards - continued In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (ASC Topic 606)." The objective of this standard update is to remove inconsistent practices with regards to revenue recognition between US GAAP and IFRS. The standard intends to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. On August 12, 2015, the FASB issued ASU No. 2015-14, deferring the effective date by one year for ASU No. 2014-09. The provisions of ASU No. 2014-09 will be effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company is currently assessing the potential impact of this standard on its consolidated financial statements. In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." This standard update requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material disposals that do not meet the definition of a discontinued operation. The provisions of this ASU are effective for annual periods beginning on or after December 15, 2014, and interim periods beginning on or after December 15, 2015. The adoption of this standard did not have a material impact on the Company's 2015 financial statements, and is not expected to have a material impact on the Company's financial statements in the future. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of accrual for restructuring actions | The following table summarizes the accrual balances by cost type for the 2015 restructuring actions: Severance Other Total In thousands Restructuring accrual balance at December 31, 2014 $ — $ — $ — Provision 1,044 452 1,496 Cash payments (390 ) (77 ) (467 ) Restructuring accrual balance at December 31, 2015 $ 654 $ 375 $ 1,029 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Results of Discontinued Operations | The following table provides information regarding the results of discontinued operations: For the year ended December 31, 2015 2014 2013 In thousands Net sales of discontinued operations $ — $ 23,540 $ 27,885 Income from discontinued operations — (3,806 ) (2,886 ) Other income (expense) from discontinued operations — (353 ) (292 ) Earnings (loss) from discontinued operations before income taxes — (4,159 ) (3,178 ) Income tax benefit/(expense) — 1,235 792 Earnings (loss) from discontinued operations before gain/(loss) on disposal — (2,924 ) (2,386 ) Gain/(loss) on disposal of discontinued operations — (7,567 ) — Income tax benefit/(expense) — 2,583 420 Net gain (loss) on disposal of discontinued operations — (4,984 ) 420 Earnings (loss) from discontinued operations $ — $ (7,908 ) $ (1,966 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Investments in Acquisitions | The following table illustrates cash paid for acquisitions: For the year ended December 31, 2015 2014 2013 In thousands Cash paid for acquisitions completed during the year $ 196,395 $ 70,948 $ 17,284 Cash paid for holdback payments during the year 3,404 3,060 828 Earn-out and other payments during the year 1,453 3,610 50 Total cash paid for acquisitions $ 201,252 $ 77,618 $ 18,162 |
Business Acquisition, Pro Forma Information | The following table reflects the unaudited pro forma operating results of the Company for the years ended December 31, 2015 and 2014, which give effect to the acquisitions of GRW, EXTEX, GCF, and Calkins as if the companies had been acquired on January 1, 2014. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisitions been effective January 1, 2015 or 2014, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and the four acquired businesses adjusted for certain items including depreciation and amortization expenses associated with the assets acquired and the Company’s expenses related to financing arrangements, with the related tax effects. The pro forma information does not include the effects of any synergies, cost reduction initiatives or anticipated integration costs related to the acquisitions. For the year ended December 31, 2015 2014 In thousands Net sales $ 1,844,535 $ 1,895,990 Earnings from continuing operations $ 69,450 $ 59,223 Net earnings $ 69,450 $ 51,315 |
2015 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): Cash $ 6,345 Accounts receivable 10,786 Inventories 24,319 Property, plant and equipment 24,790 Other tangible assets 1,192 Goodwill 108,659 Other intangible assets 61,323 Liabilities (33,920 ) Net assets acquired 203,494 Less cash received (6,345 ) Net consideration $ 197,149 |
2014 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): Cash $ 11 Accounts receivable, net 13,332 Inventories 9,614 Property, plant and equipment 850 Other tangible assets 784 Goodwill 37,804 Other intangible assets 16,870 Liabilities (7,367 ) Total of net assets acquired 71,898 Less cash received (11 ) Net consideration $ 71,887 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable consist of the following: At December 31, 2015 2014 In thousands Trade receivables $ 144,616 $ 141,481 U.S. Government contracts: Billed 20,289 21,909 Costs and accrued profit – not billed 4,248 1,581 Commercial and other government contracts: Billed 68,066 51,166 Costs and accrued profit – not billed 3,872 21,719 Less allowance for doubtful accounts (2,989 ) (3,208 ) Total $ 238,102 $ 234,648 |
Accounts Receivable due to contract changes, negotiated settlements and claims for unanticipated cost [Table Text Block] | Accounts receivable, net includes amounts for matters such as contract changes, negotiated settlements and claims for unanticipated contract costs. These amounts are as follows: At December 31, 2015 2014 In thousands Contract changes, negotiated settlements and claims for unanticipated contract costs $ 900 $ 4,561 Total $ 900 $ 4,561 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Schedule of Fair Value of Financial Instruments That Are Not Carried At Fair Value | The following table provides the carrying value and fair value of financial instruments that are not carried at fair value at December 31, 2015 and 2014 : 2015 2014 In thousands Carrying Value Fair Value Carrying Value Fair Value Long-term debt: Level 1 $ 111,058 $ 140,156 $ 109,024 $ 145,188 Level 2 329,763 305,681 172,208 164,204 Total $ 440,821 $ 445,837 $ 281,232 $ 309,392 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: At December 31, 2015 2014 In thousands Merchandise for resale $ 161,691 $ 149,837 Raw materials 24,721 19,954 Contracts in process: U.S. Government, net of progress payments of $28,812 and $8,590 in 2015 and 2014, respectively 88,345 106,036 Commercial and other government contracts 61,197 51,348 Other work in process (including certain general stock materials) 26,588 21,618 Finished goods 23,205 10,948 Total $ 385,747 $ 359,741 |
Property Plant and Equipment,38
Property Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net is summarized as follows: At December 31, 2015 2014 In thousands Land $ 14,115 $ 12,873 Buildings 93,465 79,477 Leasehold improvements 18,430 17,341 Machinery, office furniture and equipment 242,147 216,527 Construction in process 10,077 5,436 Total 378,234 331,654 Less accumulated depreciation (202,648 ) (183,829 ) Property, plant and equipment, net $ 175,586 $ 147,825 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company: 2015 2014 Distribution Aerospace Total Distribution Aerospace Total In thousands Gross balance at beginning of period $ 141,612 $ 113,221 $ 254,833 $ 105,637 $ 114,538 $ 220,175 Accumulated impairment — (16,252 ) (16,252 ) — (16,252 ) (16,252 ) Net balance at beginning of period 141,612 96,969 238,581 105,637 98,286 203,923 Additions 7,592 106,488 114,080 38,033 1,532 39,565 Change in goodwill due to the disposal of Delamac — — — (2,014 ) — (2,014 ) Impairments — — — — — — Foreign currency translation — 49 49 (44 ) (2,849 ) (2,893 ) Net balance at end of period $ 149,204 $ 203,506 $ 352,710 $ 141,612 $ 96,969 $ 238,581 Accumulated impairment at end of period $ — $ (16,252 ) $ (16,252 ) $ — $ (16,252 ) $ (16,252 ) |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Other intangible assets consisted of: At December 31, At December 31, 2015 2014 Amortization Period Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization In thousands Customer lists / relationships 6-26 years $ 158,831 $ (41,445 ) $ 123,005 $ (31,868 ) Developed technologies 10-20 years 19,055 (154 ) — — Trademarks / trade names 3-15 years 8,478 (2,556 ) 3,546 (2,080 ) Non-compete agreements and other 1-9 years 8,453 (6,006 ) 6,719 (4,948 ) Patents 17 years 523 (416 ) 523 (406 ) Total $ 195,340 $ (50,577 ) $ 133,793 $ (39,302 ) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for the next five years associated with intangible assets existing as of December 31, 2015 , is as follows: In thousands 2016 $ 18,289 2017 $ 16,851 2018 $ 15,913 2019 $ 14,804 2020 $ 14,245 |
Environmental Costs (Tables)
Environmental Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Change in Environmental Remediation | The following table displays the activity and balances associated with accruals related to environmental costs included in other accruals and payables and other long-term liabilities: 2015 2014 In thousands Balance at January 1 $ 10,598 $ 11,531 Additions to accrual 4,731 1,865 Payments (3,714 ) (2,465 ) Other — (307 ) Changes in foreign currency exchange rates (6 ) (26 ) Balance at December 31 $ 11,609 $ 10,598 |
Schedule of Future Payments for Environmental Remediation | The following represents estimated future payments for the undiscounted environmental remediation liability related to the Bloomfield campus as of December 31, 2015 : In thousands 2016 $ 902 2017 1,003 2018 403 2019 451 2020 171 Thereafter 5,188 Total $ 8,118 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company has long-term debt as follows: At December 31, 2015 2014 In thousands Revolving credit agreement $ 233,513 $ 92,208 Term loan 96,250 80,000 Convertible notes 111,058 109,024 Total 440,821 281,232 Less current portion 5,000 10,000 Total excluding current portion $ 435,821 $ 271,232 |
Schedule of Maturities of Long-term Debt | The aggregate annual maturities of long-term debt for each of the next five years are approximately as follows: In thousands 2016 $ 5,000 2017 121,875 2018 7,500 2019 9,375 2020 301,013 |
Schedule of Changes in Conversion Rate for Convertible Notes | The following table illustrates the conversion rate at each date: December 31, 2015 December 31, 2014 Convertible Notes Conversion Rate per $1,000 principal amount (1) 29.8059 29.6876 Conversion Price (2) $ 33.5504 $ 33.6841 Contingent Conversion Price (3) $ 43.62 $ 43.79 Aggregate shares to be issued upon conversion (4) 3,427,679 3,414,074 (1) Represents the number of shares of Common Stock hypothetically issuable per $1,000 principal amount of Notes, subject to adjustments per the Convertible Note Indenture dated November 19, 2010. At the date the Company issued the Convertible Notes, the conversion rate initially equaled 29.4499 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $33.96 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events, such as an increase in the dividend paid to shareholders. (2) Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the Convertible Note. Were the Company's share price to exceed the conversion price at conversion the noteholders would be entitled to receive additional consideration either in cash, shares or a combination thereof, the form of which is at the sole discretion of the Company. (3) Prior to May 15, 2017, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after April 1, 2011, and only during any such fiscal quarter, if the last reported sale price of our common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, (2) upon the occurrence of specified corporate transactions, or (3) during the five consecutive business-day period following any five consecutive trading-day period in which, for each day of that period, the trading price for the notes was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. On and after May 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon a change in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. (4) This represents the number of shares hypothetically issuable upon conversion of the principal balance of the Convertible Notes at each date; however, as the terms of the Convertible Notes require net share settlement, the aggregate principal amount of the notes will be paid in cash. Amounts due in excess of the principal, if any, may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table illustrates the warrant price at each date: December 31, 2015 December 31, 2014 Warrants Warrant Price $ 43.87 $ 44.05 |
Schedule of Equity and Liability Components in Convertible Debt | The carrying amount of the equity component and the principal amount of the liability component, the unamortized discount, and the net carrying amount of the liability are as follows: December 31, 2015 December 31, 2014 In thousands Principal amount of liability $ 115,000 $ 115,000 Unamortized discount 3,942 5,976 Carrying value of liability $ 111,058 $ 109,024 Equity component $ 13,329 $ 13,329 |
Interest Expense Associated with Convertible Notes | Interest expense associated with the Convertible Notes consisted of the following: For the year ended December 31, 2015 2014 2013 In thousands Contractual coupon rate of interest $ 3,738 $ 3,738 $ 3,738 Accretion of convertible notes discount 2,035 1,931 1,833 Interest expense - convertible notes $ 5,773 $ 5,669 $ 5,571 |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are shown below: 2015 2014 In thousands Foreign currency translation: Beginning balance $ (20,676 ) $ (14,219 ) Net loss on foreign currency translation (1,949 ) (3,833 ) Reclassification to net income — (2,624 ) Other comprehensive loss (1,949 ) (6,457 ) Ending balance $ (22,625 ) $ (20,676 ) Pension and other post-retirement benefits (a) : Beginning balance $ (105,264 ) $ (66,317 ) Reclassification to net income Amortization of prior service cost, net of tax expense of $21 and $37, respectively 36 61 Amortization of net loss, net of tax expense of $3,823 and $1,583, respectively 6,315 2,614 Change in net gain, net of tax benefit of $11,226 and $25,203, respectively (18,542 ) (41,622 ) Other comprehensive loss, net of tax benefit (12,191 ) (38,947 ) Ending balance $ (117,455 ) $ (105,264 ) Derivative instruments (b) : Beginning balance $ (321 ) $ (585 ) Net loss on derivative instruments, net of tax benefit of $66 and $162, respectively (108 ) (268 ) Reclassification to net income, net of tax expense of $224 and $323, respectively 371 532 Other comprehensive income, net of tax 263 264 Ending balance $ (58 ) $ (321 ) Total accumulated other comprehensive income (loss) $ (140,138 ) $ (126,261 ) (a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14, Pension Plans for additional information) (b) See Note 6, Derivative Financial Instruments , for additional information regarding our derivative instruments. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of income tax expense (benefit) associated with earnings from continuing operations | The components of income tax expense (benefit) associated with continuing operations are as follows: For the year ended December 31, 2015 2014 2013 In thousands Current: Federal $ 25,170 $ 26,296 $ 21,916 State 349 (796 ) 3,731 Foreign 931 905 1,768 26,450 26,405 27,415 Deferred: Federal 5,474 5,256 5,688 State (2,682 ) (380 ) (270 ) Foreign (1,691 ) (559 ) (1,245 ) 1,101 4,317 4,173 Total $ 27,551 $ 30,722 $ 31,588 |
Tax effects of temporary differences that give rise to deferred tax assets and liabilities | The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: At December 31, 2015 2014 In thousands Deferred tax assets: Deferred employee benefits $ 83,390 $ 75,026 Inventories 9,410 10,332 Tax loss and credit carryforwards 19,529 9,895 Accrued liabilities and other items 12,491 15,104 Total deferred tax assets 124,820 110,357 Deferred tax liabilities: Property, plant and equipment (17,178 ) (15,666 ) Intangibles (42,717 ) (29,693 ) Other items (2,195 ) (3,096 ) Total deferred tax liabilities (62,090 ) (48,455 ) Net deferred tax assets before valuation allowance 62,730 61,902 Valuation allowance (11,122 ) (4,694 ) Net deferred tax assets after valuation allowance $ 51,608 $ 57,208 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes associated with continuing operations differs from that computed at the federal statutory corporate tax rate as follows: For the year ended December 31, 2015 2014 2013 In thousands Federal tax at 35% statutory rate $ 30,796 $ 33,776 $ 31,729 State income taxes, net of federal benefit (1,517 ) (765 ) 2,250 Tax effect of: Section 199 Manufacturing deduction (2,275 ) (2,000 ) (2,200 ) Other, net 547 (289 ) (191 ) Income tax expense $ 27,551 $ 30,722 $ 31,588 |
Change in the liability for uncertain tax positions | The change in the liability for 2015 , 2014 and 2013 is explained as follows: 2015 2014 2013 In thousands Balance at January 1 $ 2,441 $ 2,302 $ 3,886 Additions based on current year tax positions 117 512 364 Changes for tax positions of prior years (160 ) 33 (907 ) Settlements 19 (165 ) (264 ) Additions due to acquired business 954 — 414 Reductions due to lapses in statutes of limitation (375 ) (241 ) (1,191 ) Balance at December 31 $ 2,996 $ 2,441 $ 2,302 |
Pension Plans (Tables)
Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pension and Other Postretirement Benefit Contributions [Abstract] | |
Changes in the actuarial present value of the projected benefit obligation and fair value of plan assets | The changes in the actuarial present value of the projected benefit obligation and fair value of plan assets are as follows: For the year ended December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Projected benefit obligation at beginning of year $ 738,279 $ 641,235 $ 10,349 $ 9,910 Service cost 14,131 11,759 206 256 Interest cost 27,514 28,835 318 342 Actuarial liability (gain) loss (a) (36,245 ) 84,848 (155 ) 660 Benefit payments (30,837 ) (28,398 ) (534 ) (819 ) Projected benefit obligation at end of year $ 712,842 $ 738,279 $ 10,184 $ 10,349 Fair value of plan assets at beginning of year $ 596,733 $ 555,400 $ — $ — Actual return on plan assets (22,038 ) 59,731 — — Employer contributions 10,000 10,000 534 819 Benefit payments (30,837 ) (28,398 ) (534 ) (819 ) Fair value of plan assets at end of year $ 553,858 $ 596,733 $ — $ — Funded status at end of year $ (158,984 ) $ (141,546 ) $ (10,184 ) $ (10,349 ) Accumulated benefit obligation $ 712,842 $ 738,279 $ 10,184 $ 10,349 (a) The actuarial liability (gain)/loss amount for the qualified pension plan for 2015 and 2014 is principally due to the effect of changes in the discount rate. |
Liabilities related to the qualified pension plan and SERP | The Company has recorded liabilities related to our qualified pension plan and SERP as follows: At December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Current liabilities (a) $ — $ — $ (530 ) $ (531 ) Noncurrent liabilities (158,984 ) (141,546 ) (9,654 ) (9,818 ) Total $ (158,984 ) $ (141,546 ) $ (10,184 ) $ (10,349 ) (a) The current liabilities are included in other accruals and payables on the Consolidated Balance Sheets. |
Schedule of pension costs in future periods | Certain amounts included in accumulated other comprehensive income on the Consolidated Balance Sheets represent costs that will be recognized as components of pension cost in future periods. These consist of: At December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Unrecognized (gain) or loss $ 187,331 $ 167,329 $ 1,236 $ 1,609 Unrecognized prior service cost — 57 — — Amount included in accumulated other comprehensive income $ 187,331 $ 167,386 $ 1,236 $ 1,609 |
Pension plan net periodic benefit costs and other amounts recognized in other comprehensive loss | The pension plan net periodic benefit costs on the Consolidated Statements of Operations and other amounts recognized in other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Shareholders’ Equity were computed using the projected unit credit actuarial cost method and included the following components: For the year ended December 31, Qualified Pension Plan SERP 2015 2014 2013 2015 2014 2013 In thousands Service cost for benefits earned during the year $ 14,131 $ 11,759 $ 14,347 $ 206 $ 256 $ 340 Interest cost on projected benefit obligation 27,514 28,835 25,596 318 342 311 Expected return on plan assets (44,130 ) (41,047 ) (41,347 ) — — — Amortization of prior service cost 57 98 98 — — — Recognized net loss 9,920 4,106 9,291 218 91 261 Additional amount recognized due to curtailment/settlement — — — — — 276 Net pension benefit cost $ 7,492 $ 3,751 $ 7,985 $ 742 $ 689 $ 1,188 Change in prior service cost $ — $ — $ — $ — $ — $ — Change in net gain or loss 29,923 66,165 (51,465 ) (155 ) 660 (1,052 ) Amortization of prior service cost (57 ) (98 ) (98 ) — — — Amortization of net loss (9,920 ) (4,106 ) (9,291 ) (218 ) (91 ) (261 ) Total recognized in other comprehensive income (loss) $ 19,946 $ 61,961 $ (60,854 ) $ (373 ) $ 569 $ (1,313 ) Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 27,438 $ 65,712 $ (52,869 ) $ 369 $ 1,258 $ (125 ) |
Contributions made to the Qualified Pension Plan and SERP | The following tables show the amount of the contributions made to the Qualified Pension Plan and SERP during each period and the amount of contributions the Company expects to make during 2016 : Qualified Pension Plan SERP 2015 2014 2015 2014 In thousands Contributions $ 10,000 $ 10,000 $ 534 $ 819 Qualified Pension Plan (a) SERP In thousands Expected contributions during 2016 $ 10,000 $ 530 (a) The Company contributed $10.0 million to the qualified pension plan in January 2016 and does not intend to make any further contributions to the qualified pension plan in 2016 . |
Actuarial assumptions used in determining benefit obligations and net periodic benefit of the pension plans | Expected future benefit payments, which reflect expected future service, are as follows: Qualified Pension Plan SERP In thousands 2016 $ 32,020 $ 530 2017 33,787 2,972 2018 35,339 509 2019 37,057 496 2020 38,651 482 2021-2025 212,608 4,321 |
Schedule of actuarial assumptions used in determining benefit obligations and net periodic benefit cost of the pension plans | The discount rates used in determining benefit obligations of the pension plans are as follows: At December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 Discount rate 4.17 % 3.80 % 3.47 % 3.15 % The actuarial assumptions used in determining the net periodic benefit cost of the pension plans are as follows: For the year ended December 31, Qualified Pension Plan SERP 2015 2014 2015 2014 Discount rate 3.80 % 4.60 % 3.15 % 3.60 % Expected return on plan assets 7.50 % 7.50 % N/A N/A Average rate of increase in compensation levels N/A N/A N/A N/A |
Fair value of the Company’s qualified pension plan assets | The fair values of the Company’s qualified pension plan assets at December 31, 2015 and 2014 , are as follows: Total Carrying Value at December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) In thousands Short-term investments: Cash and cash equivalents $ 10,201 $ 10,201 $ — $ — Futures contracts — — — — Fixed income securities: U.S. Government and agency securities (a) 76,136 — 76,136 — Bonds: Corporate fixed income 96,970 — 96,970 — Foreign fixed income — — — — Other fixed income (b) 1,530 — 1,530 — Mutual funds 119,312 119,312 — — Common trust funds 196,570 — 196,570 — Corporate stock 51,153 51,153 — — Subtotal $ 551,872 $ 180,666 $ 371,206 $ — Accrued income/expense 1,986 73 1,913 — Total $ 553,858 $ 180,739 $ 373,119 $ — Total Carrying Value at December 31, 2014 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) In thousands Short term investments: Cash and cash equivalents $ 12,063 $ 12,063 $ — $ — Futures contracts — — — — Fixed income securities: US Government and agency securities (a) 83,915 — 83,915 — Bonds: Corporate fixed income 112,811 — 112,811 — Foreign fixed income — — — — Other fixed income (b) 2,080 — 2,080 — Mutual funds 93,659 93,659 — — Common trust funds 240,438 — 240,438 — Corporate stock 49,802 49,802 — — Subtotal $ 594,768 $ 155,524 $ 439,244 $ — Accrued income 1,965 47 1,918 — Total $ 596,733 $ 155,571 $ 441,162 $ — (a) This category represents investments in debt securities issued by the U.S. Treasury, other U.S. government corporations and agencies, states and municipalities. (b) This category primarily represents investments in commercial and residential mortgage-backed securities. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-term Liabilities | Other long-term liabilities consist of the following: At December 31, 2015 2014 In thousands Supplemental employees' retirement plan ("SERP") $ 9,654 $ 9,818 Deferred compensation 16,244 14,601 Long-term incentive plan 7,973 7,527 Noncurrent income taxes payable 2,672 2,300 Environmental remediation liability 9,307 7,370 Other 5,577 4,031 Total $ 51,427 $ 45,647 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following minimum future rental payments are required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2015 : In thousands 2016 $ 24,673 2017 19,715 2018 13,848 2019 8,633 2020 5,750 Thereafter 13,134 Total $ 85,753 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following minimum payments are required under capital leases that have initial or remaining non-cancellable lease terms in excess of one year as of December 31, 2015 : In thousands 2016 $ 349 2017 349 2018 349 2019 349 2020 138 Thereafter — Total $ 1,534 |
Computation of Earnings Per S47
Computation of Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Year Ended December 31, 2015 2014 2013 In thousands, except per share amounts Earnings from continuing operations $ 60,438 $ 65,780 $ 59,066 Loss from discontinued operations, net of tax — (2,924 ) (2,386 ) Gain (loss) on disposal of discontinued operations, net of tax — (4,984 ) 420 Net earnings $ 60,438 $ 57,872 $ 57,100 Basic: Weighted average number of shares outstanding 27,177 27,053 26,744 Earnings per share from continuing operations $ 2.22 $ 2.43 $ 2.21 Loss per share from discontinued operations — (0.11 ) (0.09 ) Earnings (loss) per share from disposal of discontinued operations — (0.18 ) 0.02 Basic earnings per share $ 2.22 $ 2.14 $ 2.14 Diluted: Weighted average number of shares outstanding 27,177 27,053 26,744 Weighted average shares issuable on exercise of dilutive stock options 133 147 159 Weighted average shares issuable on exercise of convertible notes 558 577 240 Total 27,868 27,777 27,143 Earnings per share from continuing operations $ 2.17 $ 2.37 $ 2.17 Loss per share from discontinued operations — (0.11 ) (0.09 ) Earnings (loss) per share from disposal of discontinued operations — (0.18 ) 0.02 Diluted earnings per share $ 2.17 $ 2.08 $ 2.10 |
Share-Based Arrangements (Table
Share-Based Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Stock option activity is as follows: Options Weighted average- exercise price Options outstanding at December 31, 2014 904,091 $ 31.26 Granted 202,345 39.54 Exercised (61,002 ) 24.93 Forfeited or expired (5,398 ) 36.88 Options outstanding at December 31, 2015 1,040,036 $ 33.22 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding | The following table presents information regarding options outstanding as of December 31, 2015 : Weighted-average remaining contractual term - options outstanding (years) 5.9 Aggregate intrinsic value - options outstanding (in thousands) $ 8,216 Weighted-average exercise price - options outstanding $ 33.22 Options exercisable 527,122 Weighted-average remaining contractual term - options exercisable (years) 4.1 Aggregate intrinsic value - options exercisable (in thousands) $ 6,509 Weighted-average exercise price - options exercisable $ 28.77 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table indicates the weighted-average assumptions used in estimating fair value: 2015 2014 2013 Expected option term (years) 5.1 5.1 5.2 Expected volatility 29.0 % 37.5 % 45.5 % Risk-free interest rate 1.6 % 1.5 % 0.9 % Expected dividend yield 1.6 % 1.7 % 2.0 % Per share fair value of options granted $ 9.28 $ 11.60 $ 12.38 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Restricted Stock Award and Restricted Stock Unit activity is as follows: Restricted Stock Awards Weighted- average grant date fair value Restricted Stock outstanding at December 31, 2014 196,553 $ 36.29 Granted 80,494 39.83 Vested (91,640 ) 36.37 Forfeited or expired (1,864 ) 35.87 Restricted Stock outstanding at December 31, 2015 183,543 $ 37.80 |
Segment and Geographic Inform49
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of revenue from segments to consolidated | Summarized financial information by business segment is as follows: For the year ended December 31, 2015 2014 2013 In thousands Net sales from continuing operations: Distribution $ 1,177,539 $ 1,161,992 $ 1,039,954 Aerospace (a) 597,586 632,970 613,967 Net sales $ 1,775,125 $ 1,794,962 $ 1,653,921 Operating income: Distribution $ 49,441 $ 56,765 $ 46,206 Aerospace (b) 110,328 108,697 102,573 Net gain (loss) on sale of assets 328 (233 ) (142 ) Corporate expense (55,578 ) (54,722 ) (45,291 ) Operating income from continuing operations 104,519 110,507 103,346 Interest expense, net 13,144 13,382 12,294 Other expense (income), net 3,386 623 398 Earnings before income taxes from continuing operations 87,989 96,502 90,654 Income tax expense 27,551 30,722 31,588 Earnings from continuing operations $ 60,438 $ 65,780 $ 59,066 (a) Net sales by the Aerospace segment under contracts with U.S. Government agencies (including sales to foreign governments through foreign military sales contracts with U.S. Government agencies) totaled $211.4 million , $271.7 million and $262.9 million in 2015 , 2014 and 2013 , respectively, and represent direct and indirect sales to the U.S. Government and related agencies. (b) Operating income for 2013 includes a $ 2.1 million non-cash non-tax deductible goodwill impairment charge. |
Reconciliation of assets from segment to consolidated | At December 31, In thousands 2015 2014 2013 Identifiable assets (a) : Distribution $ 558,630 $ 547,350 $ 480,117 Aerospace 738,426 531,868 557,831 Corporate (b) 144,149 121,987 102,683 Total assets $ 1,441,205 $ 1,201,205 $ 1,140,631 Capital expenditures: Distribution $ 10,685 $ 12,205 $ 12,034 Aerospace 13,378 12,044 21,193 Corporate 5,869 4,034 7,625 Total capital expenditures $ 29,932 $ 28,283 $ 40,852 Depreciation and amortization: Distribution $ 16,368 $ 14,461 $ 11,236 Aerospace 16,275 16,039 15,041 Corporate 5,086 5,709 5,278 Total depreciation and amortization $ 37,729 $ 36,209 $ 31,555 (a) Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use. (b) For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, capitalized debt issuance costs, cash surrender value of life insurance policies and fixed assets. |
Revenue from external customers by products and services | The following table summarizes total sales of the Company, which are principally derived from the sale of products: For the year ended December 31, 2015 2014 2013 in thousands Bearings and Power Transmission (a) $ 594,511 $ 630,557 $ 622,041 Automation, Control and Energy 354,771 300,861 271,465 Fluid Power 228,257 230,574 146,448 Military and Defense 362,867 391,532 384,088 Commercial Aerospace and Other 234,719 241,438 229,879 Total sales (b) $ 1,775,125 $ 1,794,962 $ 1,653,921 (a) Aerospace bearings are not included in this caption, as they are reported in either the "Military and Defense" or "Commercial Aerospace and Other" categories. (b) Service revenue was not material for the years ended December 31, 2015 , 2014 and 2013 . |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Sales are attributed to geographic regions based on the location to which the product is shipped. Geographic distribution of sales recorded by continuing operations is as follows: For the year ended December 31, 2015 2014 2013 In thousands North America $ 1,518,416 $ 1,576,041 $ 1,442,475 Europe 112,057 117,686 107,297 Middle East 65,740 4,378 39,357 Asia 33,020 29,115 32,414 Oceania 37,959 65,122 28,892 Other 7,933 2,620 3,486 Total $ 1,775,125 $ 1,794,962 $ 1,653,921 Geographic distribution of long-lived assets is as follows: At December 31, 2015 2014 In thousands United States $ 468,220 $ 419,457 Germany 168,182 18,842 United Kingdom 55,627 60,175 Czech Republic 4,389 — Mexico 1,937 1,774 Total $ 698,355 $ 500,248 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies (Segments) (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Accounting Policies [Abstract] | |
Primary business segments number | 2 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies (Concentration) (Details) - Customers | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Revenue, Goods, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.00% | 10.00% | |
Number of customers that exceeded threshold | 0 | 0 | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.00% | 10.00% | |
Number of customers that exceeded threshold | 0 | 0 | |
Geographic Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15.60% | 13.60% | 13.90% |
Summary of Significant Accoun52
Summary of Significant Accounting Policies (Additional Cash Flow) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Noncash or Part Noncash Acquisitions [Line Items] | |||
Earn-out and payments related to business acquisitions | $ 5,400 | $ 1,500 | |
Dividends payable | 4,900 | 4,300 | $ 4,300 |
Adjustments to other comprehensive income related to the underfunding of the pension and SERP plans and changes in fair value of derivative financial instruments | 11,900 | 38,700 | 39,000 |
Adjustments to other comprehensive income related to underfunding of pension and SERP plans and changes in fair value of derivative financial instruments, net of tax | 7,200 | 23,400 | 23,600 |
Accrual for purchases of property and equipment | 1,500 | 900 | |
Earnout payments to former owners | $ 1,453 | $ 3,610 | 50 |
Aerospace [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Earnout payments to former owners | $ 3,500 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies (Revenue Recognition) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Pre-Contract Inventory Including Materials or Tooling | $ 2.4 | $ 1.4 |
Percentage of Pre-Contract Inventory | 1.00% | 1.00% |
Summary of Significant Accoun54
Summary of Significant Accounting Policies (Cost of Sales and Selling, General and Administrative Expenses) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Distribution [Member] | Cost of Sales and Selling, General and Administrative Expenses [Member] | |||
Component of Operating Other Cost and Expense [Line Items] | |||
Inventory Related Costs Including Purchasing Costs, Receiving Costs and Inspection Costs | $ 3.2 | $ 3.4 | $ 3 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) $ in Millions | Dec. 31, 2015USD ($)Integer | Dec. 31, 2014USD ($) |
Accounting Policies [Abstract] | ||
Bank Overdrafts | $ | $ 4 | $ 7.3 |
Number of types of accounts receivable | Integer | 3 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies (Property Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Minimum [Member] | Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Leaseholds and Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Summary of Significant Accoun57
Summary of Significant Accounting Policies (Vendor Incentives) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Other Assets [Member] | Vendor Incentive Receivable [Member] | Distribution [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vendor incentive receivables | $ 16.4 | $ 17.7 |
Summary of Significant Accoun58
Summary of Significant Accounting Policies (Self-Insured Retentions) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Accounting Policies [Abstract] | |
Total Liability/Deductible for Group Health Insurance Per Claim | $ 0.3 |
Total Liability/Deductible for Workers Compensation Per Claim | 0.4 |
Total Liability/Deductible for Product/General and Auto Insurance Per Claim | $ 0.3 |
Summary of Significant Accoun59
Summary of Significant Accounting Policies (Restructuring Costs) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)FacilityEmployees | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual beginning balance | $ 0 |
Provision | 1,496 |
Cash payments | (467) |
Restructuring accrual ending balance | 1,029 |
Employee Severance [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual beginning balance | 0 |
Provision | 1,044 |
Cash payments | (390) |
Restructuring accrual ending balance | 654 |
Other Restructuring [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual beginning balance | 0 |
Provision | 452 |
Cash payments | (77) |
Restructuring accrual ending balance | $ 375 |
Distributions Segment [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring, number of positions eliminated | Employees | 63 |
Restructuring, number of facilities eliminated | Facility | 4 |
Summary of Significant Accoun60
Summary of Significant Accounting Policies (Research and Development) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cost of Sales Member [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Government Research Expenses Included in Cost of Sales | $ 0.4 | $ 1.6 | $ 3.3 |
Operating Expenses [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and Development Expense | $ 6.7 | $ 6.7 | $ 7.2 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Net sales of discontinued operations | $ 0 | $ 23,540 | $ 27,885 |
Income from discontinued operations | 0 | (3,806) | (2,886) |
Other income (expense) from discontinued operations | 0 | (353) | (292) |
Earnings (loss) from discontinued operations before income taxes | 0 | (4,159) | (3,178) |
Income tax benefit/(expense) | 0 | 1,235 | 792 |
Earnings (loss) from discontinued operations before gain/(loss) on disposal | 0 | (2,924) | (2,386) |
Gain/(loss) on disposal of discontinued operations | 0 | (7,567) | 0 |
Income tax benefit/(expense) | 0 | 2,583 | 420 |
Net gain (loss) on disposal of discontinued operations | 0 | (4,984) | 420 |
Earnings (loss) from discontinued operations | $ 0 | $ (7,908) | $ (1,966) |
Discontinued Operations (Textua
Discontinued Operations (Textuals) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) on disposal of discontinued operations, net of taxes | $ 0 | $ (4,984) | $ 420 |
Income tax benefit/(expense) | $ 0 | (2,583) | $ (420) |
Distribution Segment Mexico Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) on disposal of discontinued operations, net of taxes | (5,300) | ||
Distribution Segment Canadian Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income tax benefit/(expense) | $ 300 |
Acquisitions (Cash Paid for Acq
Acquisitions (Cash Paid for Acquisitions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combinations [Abstract] | |||
Cash paid for acquisitions completed during the year | $ 196,395 | $ 70,948 | $ 17,284 |
Cash paid for holdback payments during the year | 3,404 | 3,060 | 828 |
Earn-out and other payments during the year | 1,453 | 3,610 | 50 |
Total cash paid for acquisitions | $ 201,252 | $ 77,618 | $ 18,162 |
Acquisitions (Assets Acquired a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
Goodwill | $ 352,710 | $ 238,581 | $ 203,923 |
2015 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 6,345 | ||
Accounts receivable | 10,786 | ||
Inventories | 24,319 | ||
Property, plant and equipment | 24,790 | ||
Other tangible assets | 1,192 | ||
Goodwill | 108,659 | ||
Other intangible assets | 61,323 | ||
Liabilities | (33,920) | ||
Net assets acquired | 203,494 | ||
Less cash received | (6,345) | ||
Net consideration | $ 197,149 | ||
2014 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 11 | ||
Accounts receivable | 13,332 | ||
Inventories | 9,614 | ||
Property, plant and equipment | 850 | ||
Other tangible assets | 784 | ||
Goodwill | 37,804 | ||
Other intangible assets | 16,870 | ||
Liabilities | (7,367) | ||
Net assets acquired | 71,898 | ||
Less cash received | (11) | ||
Net consideration | $ 71,887 |
Acquisitions (Pro Forma Revenue
Acquisitions (Pro Forma Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Net sales | $ 1,844,535 | $ 1,895,990 |
Earnings from continuing operations | 69,450 | 59,223 |
Net earnings | $ 69,450 | $ 51,315 |
Acquisitions (Textuals) (Detail
Acquisitions (Textuals) (Details) $ in Thousands, € in Millions | Nov. 30, 2015EUR (€)Facility | Oct. 21, 2015USD ($) | Jan. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)locationstates | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||||
Acquisition contingency payments recorded as additional Goodwill | $ 5,400 | $ 1,500 | ||||
Pro forma information, earnings adjustments | (69,450) | (51,315) | ||||
2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenue of acquiree since acquisition date | 26,100 | |||||
Finite-lived intangible assets acquired | 61,300 | |||||
GWR Bearing GmbH (GRW) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
2015 acquisitions purchase price | € | € 134.1 | |||||
Number of facilities | Facility | 2 | |||||
Timken Alcor Aerospace Technologies, Inc. (TAAT) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
2015 acquisitions purchase price | $ 44,500 | |||||
G.C. Fabrication, Inc. (GCF) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
2015 acquisitions purchase price | $ 9,500 | |||||
2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Revenue of acquiree since acquisition date | 73,100 | |||||
Finite-lived intangible assets acquired | $ 16,900 | |||||
Number of locations | location | 21 | |||||
Number of states in which entity operates | states | 7 | |||||
Orlando Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Milestone attainment payments | 25,000 | |||||
Acquisition contingency payments recorded as additional Goodwill | 5,400 | $ 1,500 | $ 3,500 | |||
Additional goodwill, total to date | 23,400 | |||||
Remaining contingency payments | 1,600 | |||||
Customer Relationships [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 36,000 | |||||
Customer Relationships [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 14,900 | |||||
Customer Relationships [Member] | Minimum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 6 years | |||||
Customer Relationships [Member] | Minimum [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 11 years | |||||
Customer Relationships [Member] | Maximum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 26 years | |||||
Customer Relationships [Member] | Maximum [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 18 years | |||||
Developed Technologies [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 19,100 | |||||
Developed Technologies [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 10 years | |||||
Developed Technologies [Member] | Minimum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 10 years | |||||
Developed Technologies [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 20 years | |||||
Developed Technologies [Member] | Maximum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 20 years | |||||
Noncompete Agreements [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 600 | |||||
Noncompete Agreements [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 1,100 | |||||
Noncompete Agreements [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 1 year | |||||
Noncompete Agreements [Member] | Minimum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 1 year | |||||
Noncompete Agreements [Member] | Minimum [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 1 year 6 months | |||||
Noncompete Agreements [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 9 years | |||||
Noncompete Agreements [Member] | Maximum [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 3 years | |||||
Trade Names [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 4,800 | |||||
Trade Names [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 900 | |||||
Trade Names [Member] | Minimum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 3 years | |||||
Trade Names [Member] | Minimum [Member] | 2014 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 8 years | |||||
Trade Names [Member] | Maximum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 15 years | |||||
Order or Production Backlog [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 800 | |||||
Order or Production Backlog [Member] | Minimum [Member] | 2015 Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible assets, useful life | 2 years | |||||
Acquisition-related Costs [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma information, earnings adjustments | $ 4,200 | |||||
Acquisition Related Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma information, earnings adjustments | $ 3,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Less allowance for doubtful accounts | $ (2,989) | $ (3,208) |
Total | 238,102 | 234,648 |
Contract changes, negotiated settlements and claims for unanticipated contract costs | 900 | 4,561 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 144,616 | 141,481 |
U.S. Government [Member] | Billed Revenues [Member] | Contract Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 20,289 | 21,909 |
U.S. Government [Member] | Unbilled Revenues [Member] | Contract Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 4,248 | 1,581 |
Commercial and Other Government [Member] | Billed Revenues [Member] | Contract Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | 68,066 | 51,166 |
Commercial and Other Government [Member] | Unbilled Revenues [Member] | Contract Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts Receivable, Gross, Current | $ 3,872 | $ 21,719 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 2,071 |
Goodwill | 352,710 | 238,581 | 203,923 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, long-term and short-term, combined | 440,821 | 281,232 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Quoted Prices in Active Markets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, long-term and short-term, combined | 111,058 | 109,024 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, long-term and short-term, combined | 329,763 | 172,208 | |
Portion at Fair Value, Fair Value Disclosure [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, long-term and short-term, combined | 445,837 | 309,392 | |
Portion at Fair Value, Fair Value Disclosure [Member] | Quoted Prices in Active Markets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, long-term and short-term, combined | 140,156 | 145,188 | |
Portion at Fair Value, Fair Value Disclosure [Member] | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt, long-term and short-term, combined | $ 305,681 | $ 164,204 | |
VT composites [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill | 16,800 | ||
VT composites [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill impairment | $ 2,100 |
Derivative Financial Instrume69
Derivative Financial Instruments (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 27, 2014aircraft | Dec. 31, 2015USD ($)Integer | Dec. 31, 2015EUR (€)Integer | |
Derivative [Line Items] | |||
Number of contract deliverables | aircraft | 10 | ||
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Number of quarterly interest payments | Integer | 8 | 8 | |
Underlying, derivative | $ 83.8 | ||
Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Amount of cash flow hedges | € | € 135,000,000 | ||
Other Expense [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative expense in other expenses | 2.2 | ||
Foreign currency contract expense | $ 0.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Inventory [Line Items] | ||
Merchandise for resale | $ 161,691 | $ 149,837 |
Raw materials | 24,721 | 19,954 |
Progress payments | 28,812 | 8,590 |
Other work in process (including certain general stock materials) | 26,588 | 21,618 |
Finished goods | 23,205 | 10,948 |
Total inventory, net | 385,747 | 359,741 |
Inventories include amounts associated with matters such as contract changes, negotiated settlements and claims for unanticipated contract costs | 7,100 | 13,300 |
Segment work in progress | 26,588 | 21,618 |
Aerospace [Member] | ||
Schedule of Inventory [Line Items] | ||
General and administrative costs in inventory, incurred | 15,800 | 39,200 |
General and administrative costs in inventory, remaining | 13,500 | 10,200 |
Distribution [Member] | ||
Schedule of Inventory [Line Items] | ||
Consignment inventory | 6,500 | 7,400 |
K-MAX® [Member] | ||
Schedule of Inventory [Line Items] | ||
Other work in process (including certain general stock materials) | 14,900 | 17,200 |
Segment work in progress | 14,900 | 17,200 |
SH-2G(I) [Member] | ||
Schedule of Inventory [Line Items] | ||
Other work in process (including certain general stock materials) | 9,000 | 23,500 |
Segment work in progress | 9,000 | 23,500 |
Contract sale inventory | 4,800 | |
U.S. Government [Member] | ||
Schedule of Inventory [Line Items] | ||
U.S. Government, net of progress payments of $28,812 and $8,590 in 2015 and 2014, respectively | 88,345 | 106,036 |
Commercial and Other Government [Member] | ||
Schedule of Inventory [Line Items] | ||
Commercial and other government contracts | $ 61,197 | $ 51,348 |
Property Plant and Equipment,71
Property Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 378,234 | $ 331,654 | |
Less accumulated depreciation | (202,648) | (183,829) | |
Property, plant and equipment, net | 175,586 | 147,825 | |
Depreciation expense | 24,100 | 23,800 | $ 20,800 |
Capital leased assets | 1,600 | 1,500 | |
Capital leases accumulated depreciation | 100 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 14,115 | 12,873 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 93,465 | 79,477 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 18,430 | 17,341 | |
Machinery, office furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 242,147 | 216,527 | |
Construction in process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 10,077 | $ 5,436 | |
Assets Held under Capital Leases [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 100 |
Goodwill and Other Intangible72
Goodwill and Other Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | |||
Gross balance at beginning of period | $ 254,833 | $ 220,175 | |
Accumulated impairment | $ (16,252) | (16,252) | (16,252) |
Net balance at beginning of period | 238,581 | 203,923 | |
Additions | 114,080 | 39,565 | |
Change in goodwill due to the disposal of Delamac | 0 | (2,014) | |
Impairments | 0 | 0 | (2,071) |
Foreign currency translation | 49 | (2,893) | |
Net balance at end of period | $ 352,710 | $ 238,581 | 203,923 |
Long-term revenue growth rate | 1.00% | 1.00% | |
Discount rate | 1.00% | 1.00% | |
Aerospace [Member] | |||
Goodwill [Roll Forward] | |||
Gross balance at beginning of period | $ 113,221 | 114,538 | |
Accumulated impairment | $ (16,252) | (16,252) | (16,252) |
Net balance at beginning of period | 96,969 | 98,286 | |
Additions | 106,488 | 1,532 | |
Change in goodwill due to the disposal of Delamac | 0 | 0 | |
Impairments | 0 | 0 | |
Foreign currency translation | 49 | (2,849) | |
Net balance at end of period | 203,506 | 96,969 | 98,286 |
Distribution [Member] | |||
Goodwill [Roll Forward] | |||
Gross balance at beginning of period | 141,612 | 105,637 | |
Accumulated impairment | 0 | 0 | 0 |
Net balance at beginning of period | 141,612 | 105,637 | |
Additions | 7,592 | 38,033 | |
Change in goodwill due to the disposal of Delamac | 0 | (2,014) | |
Impairments | 0 | 0 | |
Foreign currency translation | 0 | (44) | |
Net balance at end of period | $ 149,204 | $ 141,612 | $ 105,637 |
Aerosystems [Member] | |||
Goodwill [Roll Forward] | |||
Reporting unit, percentage of fair value in excess of carrying amount | 16.00% | ||
Minimum [Member] | |||
Goodwill [Roll Forward] | |||
Reporting unit, percentage of fair value in excess of carrying amount | 13.00% |
Goodwill and Other Intangible73
Goodwill and Other Intangible Assets, Net (Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | $ 195,340 | $ 133,793 | |
Accumulated Amortization | (50,577) | (39,302) | |
Intangible assets amortization expense | 11,800 | 10,600 | $ 9,200 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
2,016 | 18,289 | ||
2,017 | 16,851 | ||
2,018 | 15,913 | ||
2,019 | 14,804 | ||
2,020 | 14,245 | ||
Customer Lists and Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 158,831 | 123,005 | |
Accumulated Amortization | (41,445) | (31,868) | |
Developed Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 19,055 | 0 | |
Accumulated Amortization | (154) | 0 | |
Trademarks and Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 8,478 | 3,546 | |
Accumulated Amortization | (2,556) | (2,080) | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 8,453 | 6,719 | |
Accumulated Amortization | (6,006) | (4,948) | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 523 | 523 | |
Accumulated Amortization | $ (416) | $ (406) | |
Finite-lived intangible assets, useful life | 17 years | ||
Minimum [Member] | Customer Lists and Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 6 years | ||
Minimum [Member] | Developed Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 10 years | ||
Minimum [Member] | Trademarks and Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 3 years | ||
Minimum [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 1 year | ||
Maximum [Member] | Customer Lists and Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 26 years | ||
Maximum [Member] | Developed Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 20 years | ||
Maximum [Member] | Trademarks and Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 15 years | ||
Maximum [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 9 years |
Environmental Costs (Schedule o
Environmental Costs (Schedule of Change in Environmental Remediation) (Details) - Accruals and Payable and Other Long Term Liabilties [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Balance at January 1 | $ 10,598 | $ 11,531 |
Additions to accrual | 4,731 | 1,865 |
Payments | (3,714) | (2,465) |
Other | 0 | (307) |
Changes in foreign currency exchange rates | (6) | (26) |
Balance at December 31 | $ 11,609 | $ 10,598 |
Environmental Costs (Details)
Environmental Costs (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Aug. 31, 2008USD ($) | |
Moosup [Member] | |||||
Site Contingency [Line Items] | |||||
Escrow deposit | $ 4,000 | ||||
Environmental escrow contribution period | 4 years | ||||
Bloomfield [Member] | |||||
Site Contingency [Line Items] | |||||
Undiscounted estimated remediation liability | $ 8,118 | $ 20,800 | |||
Discount rate | 8.00% | ||||
Accrual for environmental loss contingencies | $ 10,300 | ||||
Accruals and Payable and Other Long Term Liabilties [Member] | |||||
Site Contingency [Line Items] | |||||
Additions to accrual | 4,731 | $ 1,865 | |||
Accrual for environmental loss contingencies | 11,609 | $ 10,598 | $ 11,531 | ||
Liabilities, Other Accruals and Payables [Member] | Moosup [Member] | |||||
Site Contingency [Line Items] | |||||
Accrual for environmental loss contingencies | 2,400 | ||||
Liabilities, Other Accruals and Payables [Member] | Bloomfield [Member] | |||||
Site Contingency [Line Items] | |||||
Accrual for environmental loss contingencies | $ 900 | ||||
GWR Bearing GmbH (GRW) [Member] | Accruals and Payable and Other Long Term Liabilties [Member] | |||||
Site Contingency [Line Items] | |||||
Additions to accrual | € | € 3.8 |
Environmental Costs (Schedule76
Environmental Costs (Schedule of Future Payments for Environmental Remediation) (Details) - Bloomfield [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Aug. 31, 2008 |
Site Contingency [Line Items] | ||
2,016 | $ 902 | |
2,017 | 1,003 | |
2,018 | 403 | |
2,019 | 451 | |
2,020 | 171 | |
Thereafter | 5,188 | |
Total | $ 8,118 | $ 20,800 |
Debt (Schedule of Maturities of
Debt (Schedule of Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2010 |
Debt Instrument | |||
Long-term debt | $ 440,821 | $ 281,232 | |
Current portion of long-term debt | 5,000 | 10,000 | |
Long-term debt, excluding current portion | $ 435,821 | $ 271,232 | |
Long-term debt, weighted average interest rate | 2.08% | 2.31% | |
2,016 | $ 5,000 | ||
2,017 | 121,875 | ||
2,018 | 7,500 | ||
2,019 | 9,375 | ||
2,020 | 301,013 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument | |||
Long-term debt, gross | 233,513 | $ 92,208 | |
Term Loan [Member] | |||
Debt Instrument | |||
Long-term debt, gross | 96,250 | 80,000 | |
Convertible Notes [Member] | |||
Debt Instrument | |||
Long-term debt, gross | 111,058 | 109,024 | |
Convertible note principal amount | 115,000 | $ 115,000 | $ 115,000 |
Convertible notes carrying value | 111,000 | ||
Capital Lease Obligations [Member] | |||
Debt Instrument | |||
Other long-term liabilities | $ 1,100 |
Debt (Revolving Credit and Term
Debt (Revolving Credit and Term Loan Agreements) (Details) $ in Thousands | Jun. 30, 2015USD ($) | May. 06, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2015USD ($)Integer | Mar. 31, 2019USD ($) | May. 06, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 20, 2012USD ($) |
Revolving Credit Facility [Member] | ||||||||
Debt Instrument | ||||||||
Outstanding balance under revolving credit agreement | $ 233,513 | $ 92,208 | ||||||
Term Loan [Member] | ||||||||
Debt Instrument | ||||||||
Outstanding balance under revolving credit agreement | $ 96,250 | 80,000 | ||||||
2015 Credit Agreement [Member] | ||||||||
Debt Instrument | ||||||||
Interest rate at period end | 1.67% | |||||||
Consolidated senior secured indebtedness to consolidated EBITDA, ratio | 3.50 | |||||||
Debt instrument, basis points | 1 | |||||||
Number of consecutive quarters | Integer | 4 | |||||||
Consolidated total indebtedness to consolidated EBITDA, ratio | 4 | |||||||
Consolidated total leverage ratio | 4.25 | |||||||
Consideration for permitted acquisition under credit agreement | $ 125,000 | |||||||
Covenant terms, number of full fiscal quarters prior to | Integer | 2 | |||||||
Portion of rent expense under capital leases That is Treated as Interest Expense, ratio | 4 | |||||||
Minimum liquidity debt covenant under credit agreement | 50.00% | |||||||
2015 Credit Agreement [Member] | Term Loan [Member] | ||||||||
Debt Instrument | ||||||||
Quarterly principal payment amounts | $ 1,250 | |||||||
Consolidated senior secured indebtedness to consolidated EBITDA, ratio | 3.75 | |||||||
2015 Credit Agreement [Member] | JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | ||||||||
Debt Instrument | ||||||||
Line of credit, credit agreement | $ 700,000 | |||||||
2015 Credit Agreement [Member] | JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument | ||||||||
Outstanding balance under revolving credit agreement | $ 233,500 | 92,200 | ||||||
Available borrowing capacity | 259,900 | 248,600 | ||||||
2015 Credit Agreement [Member] | JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument | ||||||||
Letters of credit outstanding amount | 5,900 | 59,200 | ||||||
2015 Credit Agreement [Member] | JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Term Loan [Member] | ||||||||
Debt Instrument | ||||||||
Line of credit increase in maximum borrowing capacity due to accordion feature | $ 900,000 | |||||||
2015 Credit Agreement [Member] | Co-lead Arrangers Bank of America Securities LLC, JP Morgan Securities LLC, and RBS Citizens N.A. and a Syndicate of Lenders [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument | ||||||||
Line of credit, credit agreement | 600,000 | $ 400,000 | ||||||
2015 Credit Agreement [Member] | Co-lead Arrangers Bank of America Securities LLC, JP Morgan Securities LLC, and RBS Citizens N.A. and a Syndicate of Lenders [Member] | Term Loan [Member] | ||||||||
Debt Instrument | ||||||||
Line of credit, credit agreement | $ 100,000 | |||||||
2015 Credit Agreement [Member] | Collateral Member One [Member] | Line of Credit [Member] | ||||||||
Debt Instrument | ||||||||
Equity interest In certain foreign subsidiaries | 66.00% | |||||||
2015 Credit Agreement [Member] | Collateral Member Two [Member] | Line of Credit [Member] | ||||||||
Debt Instrument | ||||||||
Equity interest in domestic subsidiaries | 100.00% | |||||||
2015 Credit Agreement [Member] | NEW ZEALAND [Member] | JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument | ||||||||
Letters of credit outstanding amount | $ 54,500 | |||||||
2015 Credit Agreement [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 0.175% | |||||||
2015 Credit Agreement [Member] | Minimum [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 1.25% | |||||||
2015 Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 0.30% | |||||||
2015 Credit Agreement [Member] | Maximum [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument | ||||||||
Commitment fee percentage | 2.00% | |||||||
2015 Credit Agreement [Member] | Forecast [Member] | Term Loan [Member] | ||||||||
Debt Instrument | ||||||||
Quarterly principal payment amounts | $ 2,500 | $ 1,875 | ||||||
Final quarterly principal payment | $ 65,000 | |||||||
Prior Credit Agreement [Member] | ||||||||
Debt Instrument | ||||||||
Interest rate at period end | 1.70% |
Debt (Convertible Debt) (Detail
Debt (Convertible Debt) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2010USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Nov. 20, 2012$ / shares | ||||
Convertible Debt [Abstract] | ||||||||
Share price | $ / shares | $ 40.81 | |||||||
Interest Expense, Debt [Abstract] | ||||||||
Accretion of convertible notes discount | $ 2,035 | $ 1,931 | $ 1,833 | |||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument | ||||||||
Use of debt proceeds to repay borrowings on revolving credit agreement | $ 62,200 | |||||||
Convertible Notes [Member] | ||||||||
Debt Instrument | ||||||||
Convertible notes face amount | $ 115,000 | $ 115,000 | $ 115,000 | |||||
Annual principal interest rate | 3.25% | |||||||
Proceeds from convertible debt | $ 111,000 | |||||||
Use of debt proceeds to contribute to qualified pension plan | 25,000 | |||||||
Use of debt proceeds for the purchase of call options related to convertible note offering | $ 13,200 | |||||||
Convertible Debt [Abstract] | ||||||||
Conversion rate | 29.4499 | 29.8059 | [1] | 29.6876 | [1] | |||
Conversion price | $ / shares | $ 33.5504 | [2] | $ 33.6841 | [2] | $ 33.96 | |||
Contingent conversion price | $ / shares | [3] | $ 43.62 | $ 43.79 | |||||
Aggregate shares to be issued upon conversion, convertible | shares | [4] | 3,427,679 | 3,414,074 | |||||
Percentage of conversion price | 130.00% | |||||||
Conversation price trading days prerequisite | 20 days | |||||||
Consecutive trading days ending on the last trading day of the previous fiscal quarter | 30 days | |||||||
Convertible debt, number of consecutive days priors to threshold trading days | 5 days | |||||||
Convertible, threshold consecutive trading days | 5 days | |||||||
Percentage of average of closing price of common stock | 98.00% | |||||||
Conversion percentage of principal amount | 100.00% | |||||||
Purchase of call options related to convertible notes | $ 13,200 | |||||||
Allows for acquisition of shares related to convertible debt | shares | 3,400,000 | |||||||
Proceeds from issuance of warrants | $ 1,900 | |||||||
Warrant price | $ / shares | $ 43.87 | $ 44.05 | ||||||
Present value discount rate | 5.25% | |||||||
Deferred finance costs, gross | $ 3,600 | $ 3,100 | ||||||
Amortization of financing costs | 500 | 500 | $ 500 | 500 | ||||
Unamortized discount | 3,942 | 5,976 | ||||||
Carrying value of liability | 101,700 | 111,058 | 109,024 | |||||
Equity component | $ 13,300 | 13,329 | 13,329 | |||||
Convertible debt, if-converted value in excess of principal | 19,700 | |||||||
Interest Expense, Debt [Abstract] | ||||||||
Contractual coupon rate of interest | 3,738 | 3,738 | 3,738 | |||||
Accretion of convertible notes discount | 2,035 | 1,931 | 1,833 | |||||
Interest expense - convertible notes | $ 5,773 | $ 5,669 | 5,571 | |||||
JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Revolving Credit Facility [Member] | ||||||||
Convertible Debt [Abstract] | ||||||||
Amortization of financing costs | $ 1,100 | |||||||
[1] | Represents the number of shares of Common Stock hypothetically issuable per $1,000 principal amount of Notes, subject to adjustments per the Convertible Note Indenture dated November 19, 2010. At the date the Company issued the Convertible Notes, the conversion rate initially equaled 29.4499 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $33.96 per share of common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events, such as an increase in the dividend paid to shareholders. | |||||||
[2] | Represents $1,000 divided by the conversion rate as of such date. The conversion price reflects the strike price of the embedded option within the Convertible Note. Were the Company's share price to exceed the conversion price at conversion the noteholders would be entitled to receive additional consideration either in cash, shares or a combination thereof, the form of which is at the sole discretion of the Company. | |||||||
[3] | Prior to May 15, 2017, the notes are convertible only in the following circumstances: (1) during any fiscal quarter commencing after April 1, 2011, and only during any such fiscal quarter, if the last reported sale price of our common stock was greater than or equal to 130% of the applicable conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter, (2) upon the occurrence of specified corporate transactions, or (3) during the five consecutive business-day period following any five consecutive trading-day period in which, for each day of that period, the trading price for the notes was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day. On and after May 15, 2017, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon a change in control or termination of trading, holders of the notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount, plus any accrued and unpaid interest. | |||||||
[4] | This represents the number of shares hypothetically issuable upon conversion of the principal balance of the Convertible Notes at each date; however, as the terms of the Convertible Notes require net share settlement, the aggregate principal amount of the notes will be paid in cash. Amounts due in excess of the principal, if any, may be settled in cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. |
Debt (Debt Issuance Costs) (Det
Debt (Debt Issuance Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument | |||
Interest Paid | $ 11.4 | $ 11.9 | $ 11.3 |
JPMorgan Chase Bank NA as Administrative Agent Bank of America NA and RBS Citizens NA as Co-Syndication Agents [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument | |||
Amortization of financing costs | $ 1.1 | ||
2015 Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument | |||
Debt Issuance Cost | 2.3 | ||
Amortization of financing costs | $ 1 | $ 1.1 |
Accumulated Other Comprehensi81
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ (126,261) | |||
Other comprehensive income (loss) | (13,877) | $ (45,140) | $ 40,469 | |
Ending balance | (140,138) | (126,261) | ||
Accumulated Translation Adjustment [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (20,676) | (14,219) | ||
Other comprehensive income (loss), before reclassifications | (1,949) | (3,833) | ||
Reclassification from AOCI to net income | 0 | (2,624) | ||
Other comprehensive income (loss) | (1,949) | (6,457) | ||
Ending balance | (22,625) | (20,676) | (14,219) | |
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | [1] | (105,264) | (66,317) | |
Other comprehensive income (loss) | [1] | (12,191) | (38,947) | |
Ending balance | [1] | (117,455) | (105,264) | (66,317) |
Accumulated Defined Benefit Plan & SERP, Net Prior Service Cost [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Reclassification from AOCI to net income | [1] | 36 | 61 | |
Reclassification from AOCI, tax | (21) | (37) | ||
Accumulated Defined Benefit Plan & SERP, Amortization of Net Loss [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Reclassification from AOCI to net income | [1] | 6,315 | 2,614 | |
Reclassification from AOCI, tax | (3,823) | (1,583) | ||
Accumulated Defined Benefit Plan & SERP, Change in Net Gain [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Reclassification from AOCI to net income | [1] | (18,542) | (41,622) | |
Reclassification from AOCI, tax | 11,226 | 25,203 | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | [2] | (321) | (585) | |
Other comprehensive income (loss), before reclassifications | [2] | (108) | (268) | |
Reclassification from AOCI to net income | [2] | 371 | 532 | |
Other comprehensive income (loss) | [2] | 263 | 264 | |
Ending balance | [2] | (58) | (321) | $ (585) |
OCI before reclassifications to net income, tax | 66 | 162 | ||
Reclassification from AOCI, tax | $ (224) | $ (323) | ||
[1] | These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 14, Pension Plans for additional information) | |||
[2] | See Note 6, Derivative Financial Instruments, for additional information regarding our derivative instruments. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Current Federal | $ 25,170 | $ 26,296 | $ 21,916 |
Current State | 349 | (796) | 3,731 |
Current Foreign | 931 | 905 | 1,768 |
Current Income Tax Expense (Benefit) | 26,450 | 26,405 | 27,415 |
Deferred: | |||
Deferred Federal | 5,474 | 5,256 | 5,688 |
Deferred State | (2,682) | (380) | (270) |
Deferred Foreign | (1,691) | (559) | (1,245) |
Deferred Income Tax Expense (Benefit) | 1,101 | 4,317 | 4,173 |
Total Income Tax Expense (Benefit) | $ 27,551 | $ 30,722 | $ 31,588 |
Income Taxes (Deferred Income T
Income Taxes (Deferred Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax assets: | |||
Deferred employee benefits | $ 83,390 | $ 75,026 | |
Inventories | 9,410 | 10,332 | |
Tax loss and credit carryforwards | 19,529 | 9,895 | |
Accrued liabilities and other items | 12,491 | 15,104 | |
Total deferred tax assets | 124,820 | 110,357 | |
Deferred tax liabilities: | |||
Property, plant and equipment | (17,178) | (15,666) | |
Intangibles | (42,717) | (29,693) | |
Other items | (2,195) | (3,096) | |
Total deferred tax liabilities | (62,090) | (48,455) | |
Net deferred tax assets before valuation allowance | 62,730 | 61,902 | |
Valuation allowance | (11,122) | (4,694) | |
Net deferred tax assets after valuation allowance | 51,608 | 57,208 | |
Change in valuation allowance | 6,400 | ||
Pre-tax income (loss) from foreign operations | (4,300) | $ (2,300) | $ (3,000) |
Undistributed earnings from foreign subsidiaries | 27,500 | ||
Distribution Segment Mexico Operations [Member] | |||
Deferred tax assets: | |||
Net deferred tax assets | $ 2,700 |
Income Taxes (Tax Rate Reconcil
Income Taxes (Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal tax rate | 35.00% | 35.00% | 35.00% |
Federal tax at 35% statutory rate | $ 30,796 | $ 33,776 | $ 31,729 |
State income taxes, net of federal benefit | (1,517) | (765) | 2,250 |
Section 199 Manufacturing deduction | (2,275) | (2,000) | (2,200) |
Tax effect of, Other, net | 547 | (289) | (191) |
Income tax expense | $ 27,551 | $ 30,722 | $ 31,588 |
Income Taxes (Uncertain Tax Pos
Income Taxes (Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 500 | $ 300 | $ 600 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | 2,441 | 2,302 | 3,886 |
Additions based on current year tax positions | 117 | 512 | 364 |
Changes for tax positions of prior years | (160) | 33 | (907) |
Settlements | 19 | (165) | (264) |
Additions due to acquired business | 954 | 0 | 414 |
Reductions due to lapses in statutes of limitation | (375) | (241) | (1,191) |
Balance at December 31 | 2,996 | 2,441 | 2,302 |
Unrecognized tax benefits that would impact effective tax rate | 1,400 | ||
Unrecognized tax benefits, income tax penalties and interest expense ($0.1 million or less) | 100 | 100 | 100 |
Income taxes paid, net | $ 35,700 | $ 22,800 | $ 33,100 |
Pension Plans (Obligations and
Pension Plans (Obligations and Funded Status) (Details) - USD ($) $ in Thousands | Feb. 23, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost, plan formula, highest years calculated | 5 years | |||||
Service cost, formula period | 10 years | |||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||||
Fair value of plan assets at beginning of year | $ 596,733 | |||||
Fair value of plan assets at end of year | 553,858 | $ 596,733 | ||||
Noncurrent liabilities | (158,984) | (141,546) | ||||
Qualified Pension Plan [Member] | ||||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||||
Projected benefit obligation at beginning of year | 738,279 | 641,235 | ||||
Service cost | 14,131 | 11,759 | $ 14,347 | |||
Interest cost | 27,514 | 28,835 | 25,596 | |||
Actuarial liability (gain) loss | [1] | (36,245) | 84,848 | |||
Benefit payments | (30,837) | (28,398) | ||||
Projected benefit obligation at end of year | 712,842 | 738,279 | 641,235 | |||
Fair value of plan assets at beginning of year | 596,733 | 555,400 | ||||
Actual return on plan assets | (22,038) | 59,731 | ||||
Employer contributions | 10,000 | 10,000 | ||||
Fair value of plan assets at end of year | 553,858 | 596,733 | 555,400 | |||
Funded status at end of year | (158,984) | (141,546) | ||||
Accumulated benefit obligation | 712,842 | 738,279 | ||||
Current liabilities | 0 | [2] | 0 | |||
Noncurrent liabilities | (158,984) | (141,546) | ||||
Total | (158,984) | (141,546) | ||||
Unrecognized (gain) or loss | 187,331 | 167,329 | ||||
Unrecognized prior service cost (credit) | 0 | 57 | ||||
Amount included in accumulated other comprehensive income (loss) | 187,331 | 167,386 | ||||
Qualified pension plan and SERP that will be amortized from accumulated other comprehensive income (loss) in next fiscal year | 12,500 | |||||
Supplemental Employee Retirement Plan [Member] | ||||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||||
Projected benefit obligation at beginning of year | 10,349 | 9,910 | ||||
Service cost | 206 | 256 | 340 | |||
Interest cost | 318 | 342 | 311 | |||
Actuarial liability (gain) loss | [1] | (155) | 660 | |||
Benefit payments | (534) | (819) | ||||
Projected benefit obligation at end of year | 10,184 | 10,349 | 9,910 | |||
Fair value of plan assets at beginning of year | 0 | 0 | ||||
Actual return on plan assets | 0 | 0 | ||||
Employer contributions | 534 | 819 | ||||
Fair value of plan assets at end of year | 0 | 0 | $ 0 | |||
Funded status at end of year | (10,184) | (10,349) | ||||
Accumulated benefit obligation | 10,184 | 10,349 | ||||
Current liabilities | (530) | (531) | ||||
Noncurrent liabilities | (9,654) | (9,818) | ||||
Total | (10,184) | (10,349) | ||||
Unrecognized (gain) or loss | 1,236 | 1,609 | ||||
Unrecognized prior service cost (credit) | 0 | 0 | ||||
Amount included in accumulated other comprehensive income (loss) | 1,236 | $ 1,609 | ||||
Qualified pension plan and SERP that will be amortized from accumulated other comprehensive income (loss) in next fiscal year | $ 200 | |||||
[1] | (a) The actuarial liability (gain)/loss amount for the qualified pension plan for 2015 and 2014 is principally due to the effect of changes in the discount rate. | |||||
[2] | (a) The current liabilities are included in other accruals and payables on the Consolidated Balance Sheets |
Pension Plans (Pension Plan Net
Pension Plans (Pension Plan Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Qualified Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost for benefits earned during the year | $ 14,131 | $ 11,759 | $ 14,347 |
Interest cost on projected benefit obligation | 27,514 | 28,835 | 25,596 |
Expected return on plan assets | (44,130) | (41,047) | (41,347) |
Amortization of prior service cost (credit) | 57 | 98 | 98 |
Recognized net loss | 9,920 | 4,106 | 9,291 |
Additional amount recognized due to curtailment/settlement | 0 | 0 | 0 |
Net pension benefit cost | 7,492 | 3,751 | 7,985 |
Change in prior service cost | 0 | 0 | 0 |
Change in net gain or loss | 29,923 | 66,165 | (51,465) |
Amortization of prior service cost (credit) | (57) | (98) | (98) |
Amortization of net gain (loss) | (9,920) | (4,106) | (9,291) |
Total recognized in other comprehensive income (loss) | 19,946 | 61,961 | (60,854) |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | 27,438 | 65,712 | (52,869) |
Supplemental Employee Retirement Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost for benefits earned during the year | 206 | 256 | 340 |
Interest cost on projected benefit obligation | 318 | 342 | 311 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of prior service cost (credit) | 0 | 0 | 0 |
Recognized net loss | 218 | 91 | 261 |
Additional amount recognized due to curtailment/settlement | 0 | 0 | 276 |
Net pension benefit cost | 742 | 689 | 1,188 |
Change in prior service cost | 0 | 0 | 0 |
Change in net gain or loss | (155) | 660 | (1,052) |
Amortization of prior service cost (credit) | 0 | 0 | 0 |
Amortization of net gain (loss) | (218) | (91) | (261) |
Total recognized in other comprehensive income (loss) | (373) | 569 | (1,313) |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ 369 | $ 1,258 | $ (125) |
Pension Plans (Contributions) (
Pension Plans (Contributions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Qualified Pension Plan [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block | |||
Contributions by employer | $ 10,000 | $ 10,000 | |
Estimated future employer contributions in next fiscal year | [1] | 10,000 | |
Supplemental Employee Retirement Plan [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block | |||
Contributions by employer | 534 | $ 819 | |
Estimated future employer contributions in next fiscal year | $ 530 | ||
[1] | The Company contributed $10.0 million to the qualified pension plan in January 2016 and does not intend to make any further contributions to the qualified pension plan in 2016. |
Pension Plans (Expected Future
Pension Plans (Expected Future Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Qualified Pension Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
2,016 | $ 32,020 | |
2,017 | 33,787 | |
2,018 | 35,339 | |
2,019 | 37,057 | |
2,020 | 38,651 | |
2021-2025 | $ 212,608 | |
Discount rate for calculating benefit obligations | 4.17% | 3.80% |
Discount rate for calculating net periodic benefit cost | 3.80% | 4.60% |
Expected return on plan assets | 7.50% | 7.50% |
Supplemental Employee Retirement Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
2,016 | $ 530 | |
2,017 | 2,972 | |
2,018 | 509 | |
2,019 | 496 | |
2,020 | 482 | |
2021-2025 | $ 4,321 | |
Discount rate for calculating benefit obligations | 3.47% | 3.15% |
Discount rate for calculating net periodic benefit cost | 3.15% | 3.60% |
Pension Plans (Plan Assets for
Pension Plans (Plan Assets for Qualified Pension Plan) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | $ 553,858 | $ 596,733 | |||
Defined benefit plan, fair value plan assets before accrued income | 551,872 | 594,768 | |||
Defined benefit plan, fair value of plan assets, accrued income | 1,986 | 1,965 | |||
Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 180,739 | 155,571 | |||
Defined benefit plan, fair value plan assets before accrued income | 180,666 | 155,524 | |||
Defined benefit plan, fair value of plan assets, accrued income | 73 | 47 | |||
Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 373,119 | 441,162 | |||
Defined benefit plan, fair value plan assets before accrued income | 371,206 | 439,244 | |||
Defined benefit plan, fair value of plan assets, accrued income | 1,913 | 1,918 | |||
Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Defined benefit plan, fair value plan assets before accrued income | 0 | 0 | |||
Defined benefit plan, fair value of plan assets, accrued income | 0 | 0 | |||
Cash and Cash Equivalents [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 10,201 | 12,063 | |||
Cash and Cash Equivalents [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 10,201 | 12,063 | |||
Cash and Cash Equivalents [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Cash and Cash Equivalents [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Futures Contracts [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Futures Contracts [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Futures Contracts [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Futures Contracts [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
US Government and Agency Securities [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | [1] | 76,136 | 83,915 | ||
US Government and Agency Securities [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | [1] | ||
US Government and Agency Securities [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 76,136 | 83,915 | [1] | ||
US Government and Agency Securities [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | [1] | 0 | 0 | ||
Corporate Fixed Income [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 96,970 | [1] | 112,811 | ||
Corporate Fixed Income [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | [1] | 0 | ||
Corporate Fixed Income [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 96,970 | [1] | 112,811 | ||
Corporate Fixed Income [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | [1] | 0 | ||
Foreign Fixed Income [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | [1] | 0 | ||
Foreign Fixed Income [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | [1] | 0 | [2] | |
Foreign Fixed Income [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | [1] | 0 | [2] | |
Foreign Fixed Income [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | [1] | 0 | [2] | |
Other Fixed Income [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | [2] | 1,530 | 2,080 | ||
Other Fixed Income [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | [2] | ||
Other Fixed Income [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 1,530 | 2,080 | [2] | ||
Other Fixed Income [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | [2] | 0 | 0 | ||
Mutual Funds [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 119,312 | 93,659 | |||
Mutual Funds [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 119,312 | 93,659 | |||
Mutual Funds [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Mutual Funds [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Common Trust Funds [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 196,570 | 240,438 | |||
Common Trust Funds [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Common Trust Funds [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 196,570 | 240,438 | |||
Common Trust Funds [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Corporate Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 51,153 | 49,802 | |||
Corporate Stock [Member] | Quoted Prices in Active Markets (Level 1) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 51,153 | 49,802 | |||
Corporate Stock [Member] | Significant Other Observable Inputs (Level 2) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | 0 | 0 | |||
Corporate Stock [Member] | Significant Unobservable Inputs (Level 3) | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Total carrying value | $ 0 | $ 0 | |||
[1] | This category represents investments in debt securities issued by the U.S. Treasury, other U.S. government corporations and agencies, states and municipalities. | ||||
[2] | This category primarily represents investments in commercial and residential mortgage-backed securities. |
Pension Plans (Other Plans) (De
Pension Plans (Other Plans) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Actual return on pension plan assets | (3.40%) | |||
Maximize return | 51.10% | |||
Liquidity | 48.90% | |||
Defined contribution, maximum contribution limit | 5.00% | |||
Defined contribution plan, employer contributions | $ 11.9 | $ 11.2 | $ 10.4 | |
Other Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected return on plan assets | 7.50% | 7.50% | ||
Managers’ securities holdings percentage maximum limit of total market value | 7.50% | |||
Forecast [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Effect of of plan change on pension expense | $ 4.6 | |||
Other Accruals and Payables [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net pension liability amounts recognized in balance sheet | $ 0.1 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Long-Term Liabilities [Line Items] | ||
Supplemental employees' retirement plan (SERP) | $ 158,984 | $ 141,546 |
Total | 51,427 | 45,647 |
Other Liabilties [Member] | ||
Other Long-Term Liabilities [Line Items] | ||
Supplemental employees' retirement plan (SERP) | 9,654 | 9,818 |
Deferred compensation | 16,244 | 14,601 |
Long-term incentive plan | 7,973 | 7,527 |
Noncurrent income taxes payable | 2,672 | 2,300 |
Environmental remediation liability | 9,307 | 7,370 |
Other | 5,577 | 4,031 |
Total | $ 51,427 | $ 45,647 |
Commitments and Contingencies93
Commitments and Contingencies (Schedule of Operating Lease Commitments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | $ 24,673 | ||
2,017 | 19,715 | ||
2,018 | 13,848 | ||
2,019 | 8,633 | ||
2,020 | 5,750 | ||
Thereafter | 13,134 | ||
Total | 85,753 | ||
Lease expense | $ 26,400 | $ 25,000 | $ 24,600 |
Office Space, Warehouses, Land and Buildings [Member] | Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease, term | 3 years | ||
Office Space, Warehouses, Land and Buildings [Member] | Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease, term | 5 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease, term | 1 year | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Operating lease, term | 5 years |
Commitments and Contingencies94
Commitments and Contingencies (Capital Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total capacity under master lease agreement | $ 5,000 | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 349 | |
2,017 | 349 | |
2,018 | 349 | |
2,019 | 349 | |
2,020 | 138 | |
Thereafter | 0 | |
Total | $ 1,534 |
Commitments and Contingencies95
Commitments and Contingencies (Textuals) (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2013USD ($) | Aug. 31, 2008USD ($) | |
Accruals and Payable and Other Long Term Liabilties [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for environmental loss contingencies | $ 11,609 | $ 10,598 | $ 11,531 | ||
Accrual for environmental loss contingencies, payments | 3,714 | 2,465 | |||
Additions to accrual | 4,731 | $ 1,865 | |||
New Hartford [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for environmental loss contingencies | 2,300 | ||||
Accrual for environmental loss contingencies, payments | 1,400 | ||||
New Hartford [Member] | Other Accruals and Payables [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for environmental loss contingencies | 200 | ||||
Bloomfield [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for environmental loss contingencies | $ 10,300 | ||||
Accrual for environmental loss contingencies, payments | 10,900 | ||||
Environmental liability, discounted amount | 10,300 | ||||
Undiscounted estimated remediation liability | 8,118 | $ 20,800 | |||
Discount rate | 8.00% | ||||
Bloomfield [Member] | Other Accruals and Payables [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for environmental loss contingencies | 900 | ||||
Rimpar [Member] | Other Accruals and Payables [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for environmental loss contingencies | € | € 0.3 | ||||
AH-1Z program [Member] | |||||
Loss Contingencies [Line Items] | |||||
Accrual for payments due to customer under agreement | 4,000 | ||||
Amount to be received from customer contingent on resolution of certain matters | 4,300 | ||||
General and administrative costs capitalized in inventory, incurred | $ 2,800 |
Computation of Earnings Per S96
Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Earnings from continuing operations | $ 60,438 | $ 65,780 | $ 59,066 |
Loss from discontinued operations, net of taxes | 0 | (2,924) | (2,386) |
Gain (loss) on disposal of discontinued operations, net of taxes | 0 | (4,984) | 420 |
Net earnings | $ 60,438 | $ 57,872 | $ 57,100 |
Basic: | |||
Weighted average number of shares outstanding | 27,177,000 | 27,053,000 | 26,744,000 |
Basic earnings per share from continuing operations | $ 2.22 | $ 2.43 | $ 2.21 |
Basic loss per share from discontinued operations | 0 | (0.11) | (0.09) |
Basic earnings (loss) per share from disposal of discontinued operations | 0 | (0.18) | 0.02 |
Basic earnings per share | $ 2.22 | $ 2.14 | $ 2.14 |
Diluted: | |||
Weighted average shares issuable on exercise of dilutive stock options | 133,000 | 147,000 | 159,000 |
Weighted average shares issuable on exercise of convertible notes | 558,000 | 577,000 | 240,000 |
Weighted average number of shares outstanding, diluted | 27,868,000 | 27,777,000 | 27,143,000 |
Diluted earnings per share from continuing operations | $ 2.17 | $ 2.37 | $ 2.17 |
Diluted loss per share from discontinued operations | 0 | (0.11) | (0.09) |
Diluted earnings (loss) per share from disposal of discontinued operations | 0 | (0.18) | 0.02 |
Diluted earnings per share | $ 2.17 | $ 2.08 | $ 2.10 |
Equity awards granted to employees [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 487,071 | 342,994 | 391,717 |
Warrant [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,422,477 | 3,411,539 | 3,404,626 |
Share-Based Arrangements (Compe
Share-Based Arrangements (Compensation Arrangements by Share-based Payment Award) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Share-based compensation expense | $ 6,388 | $ 5,411 | $ 4,973 |
Share-Based Arrangements (Stock
Share-Based Arrangements (Stock Incentive Plan) (Details) | 3 Months Ended | 12 Months Ended | |
Apr. 03, 2015shares | Dec. 31, 2015shares | Apr. 17, 2013shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares authorized under the plan for each award issued, fair value awards | 3 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting rate | 0.20 | ||
Share-based payment award, vesting period | 5 years | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting rate | 0.20 | ||
Share-based payment award, vesting period | 5 years | ||
Granted | 80,494 | ||
2013 Management Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares authorized | 2,250,000 | ||
Number of shares available for grant | 1,299,635 | ||
2013 Management Incentive Plan [Member] | LTIP Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting percentage | 100.00% | ||
2013 Management Incentive Plan [Member] | Performance- and Market-based Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting percentage | 100.00% | ||
Granted | 8,238 | ||
Minimum [Member] | 2013 Management Incentive Plan [Member] | LTIP Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting percentage | 0.00% | ||
Maximum [Member] | 2013 Management Incentive Plan [Member] | LTIP Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting percentage | 200.00% |
Share-Based Arrangements (Sto99
Share-Based Arrangements (Stock Options Activity) (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |
Options, Outstanding [Roll Forward] | ||||
Outstanding at beginning of period (in shares) | 904,091 | |||
Granted (in shares) | 202,345 | |||
Exercised (in shares) | (61,002) | |||
Forfeited or expired (in shares) | (5,398) | |||
Outstanding at end of period (in shares) | 1,040,036 | 904,091 | ||
Options, Weighted Average Exercise Price [Roll Forward] | ||||
Outstanding at beginning of period (in dollars per share) | $ 31.26 | |||
Granted (in dollars per share) | 39.54 | |||
Exercised (in dollars per share) | 24.93 | |||
Forfeited or expired (in dollars per share) | 36.88 | |||
Outstanding at end of period (in dollars per share) | $ 33.22 | $ 31.26 | ||
Options, Additional Disclosures [Abstract] | ||||
Weighted-average remaining contractual term - options outstanding | 5 years 11 months | |||
Aggregate intrinsic value - options outstanding | $ 8,216 | |||
Weighted-average exercise price - options outstanding (in dollars per share) | $ 31.26 | $ 31.26 | $ 33.22 | |
Options exercisable | 527,122 | |||
Weighted-average remaining contractual term - options exercisable | 4 years 1 month | |||
Aggregate intrinsic value - options exercisable | $ 6,509 | |||
Weighted-average exercise price - options exercisable (in dollars per share) | $ 28.77 | |||
Intrinsic value of options exercised | $ 1,000 | $ 2,900 | $ 1,900 | |
Options, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected option term | 5 years 1 month | 5 years 1 month | 5 years 2 months 5 days | |
Expected volatility | 29.00% | 37.50% | 45.50% | |
Risk-free interest rate | 1.60% | 1.50% | 0.90% | |
Expected dividend yield | 1.60% | 1.70% | 2.00% | |
Per share fair value of options granted | $ 9.28 | $ 11.60 | $ 12.38 |
Share-Based Arrangements (Restr
Share-Based Arrangements (Restricted Stock Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nonqualified Stock Options and Restricted Stock [Member] | |||
Restricted Stock, Weighted-Average Grant Date Fair Value [Roll Forward] | |||
Tax benefit from compensation expense | $ 2.2 | $ 1.9 | $ 1.7 |
Compensation cost not yet recognized | $ 7.4 | ||
Compensation cost recognized, period | 3 years | ||
Employee Stock Options and ESPP Stock [Member] | |||
Restricted Stock, Weighted-Average Grant Date Fair Value [Roll Forward] | |||
Windfall tax benefit realized | $ 0.3 | $ 0.8 | 0.5 |
Restricted Stock [Member] | |||
Restricted Stock, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 196,553 | ||
Granted (in shares) | 80,494 | ||
Vested (in shares) | (91,640) | ||
Forfeited or expired (in shares) | (1,864) | ||
Outstanding at end of period (in shares) | 183,543 | 196,553 | |
Restricted Stock, Weighted-Average Grant Date Fair Value [Roll Forward] | |||
Outstanding at beginning of period (in dollars per share) | $ 36.29 | ||
Granted (in dollars per share) | 39.83 | ||
Vested (in dollars per share) | 36.37 | ||
Forfeited or expired (in dollars per share) | 35.87 | ||
Outstanding at end of period (in dollars per share) | $ 37.80 | $ 36.29 | |
Total fair value of restricted stock awards vested | $ 3.8 | $ 4.5 | $ 4.6 |
Share-Based Arrangements (Emplo
Share-Based Arrangements (Employee Stock Purchase Plan) (Details) - ESPP Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Market price after discount, purchase date | 85.00% | ||
Number of shares authorized | 1,500,000 | ||
Employee stock issued (in shares) | 79,294 | 76,805 | 85,702 |
Number of shares available for purchase | 309,338 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Employee stock issued (in dollars per share) | $ 31.64 | $ 32.48 | $ 28.34 |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Employee stock issued (in dollars per share) | $ 36.46 | $ 36.42 | $ 32.43 |
Segment and Geographic Infor102
Segment and Geographic Information (Reconciliation of Income From Segments to Consolidation) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Net sales | [1] | $ 1,775,125 | $ 1,794,962 | $ 1,653,921 | |
Operating income | 104,519 | 110,507 | 103,346 | [2] | |
Net gain (loss) on sale of assets | 328 | (233) | (142) | ||
Interest expense, net | 13,144 | 13,382 | 12,294 | ||
Other expense (income), net | 3,386 | 623 | 398 | ||
Earnings before income taxes from continuing operations | 87,989 | 96,502 | 90,654 | ||
Income tax expense | 27,551 | 30,722 | 31,588 | ||
Earnings from continuing operations | 60,438 | 65,780 | 59,066 | ||
Goodwill, impairment loss | 0 | 0 | 2,071 | ||
Segment Reconciliation [Abstract] | |||||
Total assets | 1,441,205 | 1,201,205 | 1,140,631 | ||
Capital expenditures | 29,932 | 28,283 | 40,852 | ||
Depreciation and amortization | 37,729 | 36,209 | 31,555 | ||
Distribution [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Goodwill, impairment loss | 0 | 0 | |||
Aerospace [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Goodwill, impairment loss | 0 | 0 | |||
U.S. Government [Member] | Aerospace [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net sales | 211,400 | 271,700 | 262,900 | ||
Operating Segments [Member] | Distribution [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net sales | 1,177,539 | 1,161,992 | 1,039,954 | ||
Operating income | 49,441 | 56,765 | 46,206 | ||
Segment Reconciliation [Abstract] | |||||
Total assets | [3] | 558,630 | 547,350 | 480,117 | |
Capital expenditures | 10,685 | 12,205 | 12,034 | ||
Depreciation and amortization | 16,368 | 14,461 | 11,236 | ||
Operating Segments [Member] | Aerospace [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net sales | [4] | 597,586 | 632,970 | 613,967 | |
Operating income | [2] | 110,328 | 108,697 | 102,573 | |
Segment Reconciliation [Abstract] | |||||
Total assets | [3] | 738,426 | 531,868 | 557,831 | |
Capital expenditures | 13,378 | 12,044 | 21,193 | ||
Depreciation and amortization | 16,275 | 16,039 | 15,041 | ||
Segment Reconciling Items [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net gain (loss) on sale of assets | 328 | (233) | (142) | ||
Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Corporate expense | (55,578) | (54,722) | (45,291) | ||
Segment Reconciliation [Abstract] | |||||
Total assets | [3],[5] | 144,149 | 121,987 | 102,683 | |
Capital expenditures | 5,869 | 4,034 | 7,625 | ||
Depreciation and amortization | $ 5,086 | $ 5,709 | $ 5,278 | ||
[1] | Service revenue was not material for the years ended December 31, 2015, 2014 and 2013. | ||||
[2] | Operating income for 2013 includes a $2.1 million non-cash non-tax deductible goodwill impairment charge. | ||||
[3] | Identifiable assets are year-end assets at their respective net carrying values segregated as to segment and corporate use. | ||||
[4] | Net sales by the Aerospace segment under contracts with U.S. Government agencies (including sales to foreign governments through foreign military sales contracts with U.S. Government agencies) totaled $211.4 million, $271.7 million and $262.9 million in 2015, 2014 and 2013, respectively, and represent direct and indirect sales to the U.S. Government and related agencies. | ||||
[5] | For the periods presented, the corporate identifiable assets are principally comprised of cash, short-term and long-term deferred income tax assets, capitalized debt issuance costs, cash surrender value of life insurance policies and fixed assets. |
Segment and Geographic Infor103
Segment and Geographic Information (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | [1] | $ 1,775,125 | $ 1,794,962 | $ 1,653,921 |
Long-lived assets | 698,355 | 500,248 | ||
Deferred income taxes | 66,815 | 34,784 | ||
North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,518,416 | 1,576,041 | 1,442,475 | |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Long-lived assets | 468,220 | 419,457 | ||
Mexico [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Long-lived assets | 1,937 | 1,774 | ||
Europe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 112,057 | 117,686 | 107,297 | |
Germany [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Long-lived assets | 168,182 | 18,842 | ||
United Kingdom [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Long-lived assets | 55,627 | 60,175 | ||
Czech Republic [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Long-lived assets | 4,389 | 0 | ||
Middle East [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 65,740 | 4,378 | 39,357 | |
Asia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 33,020 | 29,115 | 32,414 | |
Oceania [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 37,959 | 65,122 | 28,892 | |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 7,933 | 2,620 | 3,486 | |
Distribution [Member] | Bearings and Power Transmission [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | [2] | 594,511 | 630,557 | 622,041 |
Distribution [Member] | Automation, Control and Energy [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 354,771 | 300,861 | 271,465 | |
Distribution [Member] | Fluid Power [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 228,257 | 230,574 | 146,448 | |
Aerospace [Member] | Military and Defense [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 362,867 | 391,532 | 384,088 | |
Aerospace [Member] | Commercial Aerospace [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 234,719 | $ 241,438 | $ 229,879 | |
[1] | Service revenue was not material for the years ended December 31, 2015, 2014 and 2013. | |||
[2] | Aerospace bearings are not included in this caption, as they are reported in either the "Military and Defense" or "Commercial Aerospace and Other" categories. |
Schedule II - Valuation and 104
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Allowance for doubtful accounts [Member] | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance Beginning of Period | $ 3,208 | $ 3,827 | $ 3,148 | |
Charged to Cost and Expense | 1,694 | 1,171 | 1,635 | |
Others (A) | [1] | 96 | 148 | 56 |
Deductions (B) | [2] | 2,009 | 1,938 | 1,012 |
Balance End of Period | 2,989 | 3,208 | 3,827 | |
Valuation allowance on deferred tax assets [Member] | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance Beginning of Period | 4,694 | 4,657 | 5,288 | |
Charged to Cost and Expense | 281 | 363 | 531 | |
Others | 6,147 | (326) | (1,162) | |
Balance End of Period | $ 11,122 | $ 4,694 | $ 4,657 | |
[1] | (A)Additions to allowance for doubtful accounts attributable to acquisitions. | |||
[2] | (B)Write-off of bad debts, net of recoveries. |