QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4801
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
06-0247840
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
123 Main Street
Bristol
Connecticut
06010
(Address of Principal Executive Offices)
(Zip Code)
(860) 583-7070
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
B
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐
No
☒
The registrant had outstanding 50,713,922 shares of common stock as of October 23, 2019.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “FORWARD-LOOKING STATEMENTS” under Part I - Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
Net sales
$
372,587
$
369,797
$
1,120,947
$
1,111,772
Cost of sales
234,421
236,880
717,370
711,622
Selling and administrative expenses
70,581
73,854
228,385
220,575
305,002
310,734
945,755
932,197
Operating income
67,585
59,063
175,192
179,575
Interest expense
5,344
4,054
15,856
12,078
Other expense (income), net
2,524
2,447
6,043
5,157
Income before income taxes
59,717
52,562
153,293
162,340
Income taxes
13,948
13,453
35,916
34,983
Net income
$
45,769
$
39,109
$
117,377
$
127,357
Per common share:
Basic
$
0.90
$
0.76
$
2.29
$
2.42
Diluted
0.89
0.75
2.27
2.40
Weighted average common shares outstanding:
Basic
50,926,521
51,569,764
51,276,801
52,555,130
Diluted
51,230,845
52,080,676
51,718,574
53,091,468
See accompanying notes.
3
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
Net income
$
45,769
$
39,109
$
117,377
$
127,357
Other comprehensive (loss) income, net of tax
Unrealized (loss) gain on hedging activities, net of tax (1)
(168
)
1,075
(1,960
)
1,886
Foreign currency translation adjustments, net of tax (2)
(39,289
)
1,737
(44,513
)
(36,670
)
Defined benefit pension and other postretirement benefits, net of tax (3)
2,112
2,193
5,648
8,382
Total other comprehensive (loss) income, net of tax
(37,345
)
5,005
(40,825
)
(26,402
)
Total comprehensive income
$
8,424
$
44,114
$
76,552
$
100,955
(1) Net of tax of $(52) and $315 for the three months ended September 30, 2019 and 2018, respectively, and $(607) and $593 for the nine months ended September 30, 2019 and 2018, respectively.
(2) Net of tax of $(196) and $43 for the three months ended September 30, 2019 and 2018, respectively, and $(230) and $(119) for the nine months ended September 30, 2019 and 2018, respectively.
(3) Net of tax of $554 and $750 for the three months ended September 30, 2019 and 2018, respectively, and $1,663 and $2,813 for the nine months ended September 30, 2019 and 2018, respectively.
See accompanying notes.
4
BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(Unaudited)
September 30, 2019
December 31, 2018
Assets
Current assets
Cash and cash equivalents
$
80,468
$
100,719
Accounts receivable, less allowances (2019 - $4,510; 2018 - $5,010)
370,052
382,253
Inventories
254,478
265,990
Prepaid expenses and other current assets
67,408
57,184
Total current assets
772,406
806,146
Deferred income taxes
16,302
20,474
Property, plant and equipment
864,950
853,497
Less accumulated depreciation
(501,365
)
(482,966
)
363,585
370,531
Goodwill
922,608
955,524
Other intangible assets, net
583,328
636,538
Other assets
49,685
19,757
Total assets
$
2,707,914
$
2,808,970
Liabilities and Stockholders' Equity
Current liabilities
Notes and overdrafts payable
$
18,520
$
2,137
Accounts payable
122,066
143,419
Accrued liabilities
204,694
206,782
Long-term debt - current
1,724
5,522
Total current liabilities
347,004
357,860
Long-term debt
856,082
936,357
Accrued retirement benefits
81,897
104,302
Deferred income taxes
94,929
106,559
Long-term tax liability
66,012
72,961
Other liabilities
51,292
27,875
Commitments and contingencies (Note 17)
Stockholders' equity
Common stock - par value $0.01 per share
Authorized: 150,000,000 shares
Issued: at par value (2019 - 63,756,811 shares; 2018 - 63,367,133 shares)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
75,692
70,405
Loss on disposition of property, plant and equipment
35
124
Stock compensation expense
9,740
8,850
Changes in assets and liabilities, net of the effects of acquisitions:
Accounts receivable
9,741
(12,136
)
Inventories
6,145
(24,525
)
Prepaid expenses and other current assets
(12,494
)
(7,186
)
Accounts payable
(19,541
)
4,824
Accrued liabilities
(216
)
9,765
Deferred income taxes
(2,617
)
(13,758
)
Long-term retirement benefits
(16,862
)
544
Long-term tax liability
(6,949
)
(7,465
)
Other
1,298
1,162
Net cash provided by operating activities
161,349
157,961
Investing activities:
Proceeds from disposition of property, plant and equipment
233
491
Capital expenditures
(37,722
)
(40,168
)
Business acquisitions, net of cash acquired
(6,061
)
(30,837
)
Revenue Sharing Program payments
—
(5,800
)
Other
—
(1,000
)
Net cash used in investing activities
(43,550
)
(77,314
)
Financing activities:
Net change in other borrowings
16,415
(5,542
)
Payments on long-term debt
(290,593
)
(381,887
)
Proceeds from the issuance of long-term debt
230,625
414,989
Proceeds from the issuance of common stock
2,458
721
Common stock repurchases
(50,347
)
(138,275
)
Dividends paid
(24,414
)
(23,996
)
Withholding taxes paid on stock issuances
(5,913
)
(5,149
)
Other
(13,034
)
(3,598
)
Net cash used in financing activities
(134,803
)
(142,737
)
Effect of exchange rate changes on cash flows
(3,247
)
(3,813
)
Decrease in cash and cash equivalents
(20,251
)
(65,903
)
Cash and cash equivalents at beginning of period
100,719
145,290
Cash and cash equivalents at end of period
$
80,468
$
79,387
See accompanying notes.
6
BARNES GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts included in the notes are stated in thousands except per share data)
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated balance sheet and the related unaudited consolidated statements of income, comprehensive income and cash flows have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The balance sheet as of December 31, 2018 has been derived from the 2018 financial statements of Barnes Group Inc. (the “Company”). For additional information, please refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair statement of the results, have been included. Operating results for the nine-month period ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Certain reclassifications have been made to prior year amounts to conform to current year presentation.
2. Acquisitions
In the third quarter of 2018, the Company acquired Industrial Gas Springs Group Holdings Limited (“IGS”) and in the fourth quarter of 2018, the Company acquired Gimatic S.r.l ("Gimatic"). The following table reflects the unaudited pro forma operating results (the "Pro Forma Results") of the Company for the three and nine months ended September 30, 2018, which give effect to the acquisitions of Gimatic and IGS as if they had occurred on January 1, 2017. 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 if the acquisitions had been effective January 1, 2017, nor are they intended to be indicative of results that may occur in the future. The underlying Pro Forma Results include the historical financial results of the Company and the acquired entities adjusted for certain items including amortization expense associated with the assets acquired and the Company’s expense related to financing arrangements, with the related tax effects. The Pro Forma Results do not include the effects of any synergies or cost reduction initiatives related to the acquisitions.
(Unaudited Pro Forma)
Three Months Ended September 30, 2018
Nine Months Ended September 30, 2018
Net Sales
$
384,266
$
1,166,087
Net Income
40,517
127,731
3. Recent Accounting Standards
The Financial Accounting Standards Board ("FASB") establishes changes to accounting principles under U.S. GAAP through the use of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification. The Company evaluates the applicability and potential impacts of recent ASUs on its Consolidated Financial Statements and related disclosures.
Recently Adopted Accounting Standards
In February 2016, the FASB amended its guidance related to lease accounting. The amended guidance required lessees to recognize a majority of their leases on the balance sheet as a right-of-use ("ROU") asset and a lease liability. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Lease expense will be recorded in a manner similar to current accounting, with leases being classified as either finance or operating in nature. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption was permitted.
The Company adopted the new standard using the modified retrospective approach on January 1, 2019. The Company's adoption included lease codification improvements that were issued by the FASB through March 2019. The Company elected an available transition method that uses the effective date of the amended guidance as the date of initial application. The FASB made available several practical expedients in adopting the amended lease accounting guidance. The Company elected the
7
package of practical expedients permitted under the transition guidance within the amended guidance, which among other things, allowed registrants to carry forward historical lease classification. The Company elected the practical expedient that allows the combination of both lease and non-lease components as a single component and account for it as a lease for all classes of underlying assets. The Company elected not to apply the amended guidance to short term leases with an initial term of 12 months or less. The Company recognizes those lease payments in the Consolidated Statements of Income on a straight-line basis over the lease term. The Company elected to use a single discount rate for a portfolio of leases with reasonably similar characteristics.
The most significant impact of the guidance was the recognition of ROU assets and related lease liabilities for operating leases on the Consolidated Balance Sheet. The Company recognized ROU assets and related lease liabilities of $31,724 and $32,579 respectively, related to operating lease commitments, as of January 1, 2019. The operating lease ROU asset represents the lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received. The amended guidance did not have a material impact on the Company's cash flows or results of operations. See Note 14 of the Consolidated Financial Statements.
In May 2014, the FASB amended its guidance related to revenue recognition. The amended guidance established a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance, including industry-specific guidance. The amended guidance clarified that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the amended guidance, an entity (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract; (3) determines the transaction price; (4) allocates the transaction price to the contract’s performance obligations; and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The amended guidance applied to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Companies had the option of using either a full retrospective or modified retrospective approach to the amended guidance.
The Company adopted the amended guidance, Accounting Standard Codification 606, Revenue from Contracts with Customers (“ASC 606”), and related amendments, using the modified retrospective approach on January 1, 2018, at which time it became effective for the Company. The Company recognized the cumulative effect of initially applying the new revenue standard to all contracts that were not completed on the date of adoption as an adjustment to the opening balance of retained earnings.
A majority of revenue continues to be recognized when products are shipped. Under the amended guidance, however, a certain portion of our businesses with customized products or contracts in which we perform work on customer-owned assets require the use of an "over time" recognition model as certain of these contracts meet one or more of the criteria established in the amended guidance. Revenue recognition on contracts requiring over time accounting recognition created unbilled receivables (contract assets) and reduced inventory on the Company’s Consolidated Balance Sheet. Adoption of the amended guidance also resulted in the recognition of customer advances for which the Company has received an unconditional right to payment. Since the related performance obligations have not been satisfied, however, the Company recognized these customer advances as trade receivables, with a corresponding contract liability of equal amount. Under the previous guidance, the Company recognized customer advances when payment was received. See Note 4 of the Consolidated Financial Statements.
In August 2016, the FASB amended its guidance related to the Statement of Cash Flows. The amended guidance clarifies how certain cash receipts and cash payments should be presented on the statement of cash flows. The guidance was effective for annual periods beginning after December 15, 2017 and interim periods within those fiscal years. The Company adopted the guidance during the first quarter of 2018 and the adoption did not have an impact on its Statement of Cash Flows.
In January 2017, the FASB amended its guidance related to goodwill impairment testing. The amended guidance simplifies the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. Under the amended guidance, companies should perform their annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Companies would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, assuming the loss recognized does not exceed the total amount of goodwill for the reporting unit. The amended guidance was effective for fiscal years beginning after December 15, 2019. Early adoption was permitted. The Company elected to early adopt this amended guidance during the second quarter of 2018 in connection with its annual goodwill impairment testing and it did not have an impact on the Company's Consolidated Financial Statements.
In March 2017, the FASB amended its guidance related to the presentation of pension and other postretirement benefit costs. The amended guidance requires the bifurcation of net periodic benefit cost for pension and other postretirement plans. The service cost component of expense requires presentation with other employee compensation costs in operating income, consistent with the earlier guidance. The other components of expense, however, are reported separately outside of operating
8
income. The amended guidance also allows only the service cost component of net benefit cost to be eligible for capitalization. The guidance was effective for annual periods beginning after December 15, 2017 and interim periods within that reporting period. The Company adopted the amended guidance on a retrospective basis during the first quarter of 2018 and it did not have a material impact on its results of operations. See Note 12 of the Consolidated Financial Statements for additional disclosure related to pension and postretirement benefit costs.
In February 2018, the FASB issued guidance related to the impacts of the tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Act”). The guidance permits the reclassification of certain income tax effects of the Act from Accumulated Other Comprehensive Income to Retained Earnings (stranded tax effects). The stranded tax effects resulted from the December 31, 2017 remeasurement of deferred income taxes that was recorded through the Consolidated Statements of Income, with no corresponding adjustment to Accumulated Other Comprehensive Income having been initially recognized. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within that reporting period. Early adoption was permitted. The Company elected to early adopt this amended guidance during the first quarter of 2018 using specific identification and as a result reclassified $19,331 from Accumulated Other Comprehensive Income to Retained Earnings on the Consolidated Balance Sheets. This reclassification relates only to the change in the U.S. Corporate income tax rate.
In August 2018, the FASB issued new guidance related to a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor (for example, a service contract). Pursuant to the new guidance, customers apply the same criteria for capitalizing implementation costs in a hosting arrangement as they would for an arrangement that has a software license. The new guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption was permitted, including adoption in any interim period for which financial statements have not been issued. The FASB provided the option of applying the guidance retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company elected to early adopt this guidance, prospectively, during the third quarter of 2018, and it did not have a material impact on the Consolidated Financial Statements.
In August 2017, the FASB amended its guidance related to hedge accounting. The amended guidance makes more financial and nonfinancial hedging strategies eligible for hedge accounting, amends presentation and disclosure requirements and changes the assessment of effectiveness. The guidance also more closely aligns hedge accounting with management strategies, simplifies application and increases the transparency of hedging. The amended guidance is effective January 1, 2019, with early adoption permitted in any interim period. The Company adopted the amended guidance on January 1, 2019 and it did not have a material impact on the Consolidated Financial Statements, however it did result in amendments to certain disclosures required pursuant to the earlier guidance. See Note 10 of the Consolidated Financial Statements.
Recently Issued Accounting Standards
In August 2018, the FASB amended its guidance related to disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amended requirements serve to remove, add and otherwise clarify certain existing disclosures. The amended guidance is effective for fiscal years ending after December 15, 2020. The guidance requires application on a retrospective basis to all periods presented. The Company is currently evaluating the impact that the guidance may have on the disclosures within its Consolidated Financial Statements.
4. Revenue
The Company is a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, serving a wide range of end markets and customers. Its specialized products and services are used in far-reaching applications including aerospace, transportation, manufacturing, automation, healthcare, and packaging. The Company accounts for revenue in accordance with ASC 606, which it adopted on January 1, 2018, using the modified retrospective approach. Note 3 of the Consolidated Financial Statements further discusses this adoption.
Revenue is recognized by the Company when control of the product or solution is transferred to the customer. Control is generally transferred when products are shipped or delivered to customers, title is transferred and the significant risks and rewards of ownership have transferred, and the Company has rights to payment and rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether control of the product has transferred. Although revenue is generally transferred at a point in time, a certain portion of businesses with customized products or contracts in which the Company performs work on customer-owned assets requires the use of an over time recognition model as certain contracts meet one or more of the established criteria pursuant to ASC 606. Also, service revenue is recognized as control transfers, which is concurrent with the services being performed.
9
The following table presents the Company's revenue disaggregated by products and services, and geographic regions, by segment:
Three Months Ended September 30, 2019
Nine Months Ended September 30, 2019
Industrial
Aerospace
Total Company
Industrial
Aerospace
Total Company
Product and Services
Engineered Components Products
$
63,069
$
—
$
63,069
$
198,291
$
—
$
198,291
Molding Solutions Products
110,546
—
110,546
323,242
—
323,242
Force & Motion Control Products
45,676
—
45,676
144,746
—
144,746
Automation Products
12,397
—
12,397
41,315
—
41,315
Aerospace Original Equipment Manufacturer Products
—
92,885
92,885
—
274,708
274,708
Aerospace Aftermarket Product and Services
—
48,014
48,014
—
138,645
138,645
$
231,688
$
140,899
$
372,587
$
707,594
$
413,353
$
1,120,947
Geographic Regions (A)
Americas
$
93,086
$
100,949
$
194,035
$
278,520
$
299,220
$
577,740
Europe
77,308
25,534
102,842
261,388
73,248
334,636
Asia
60,433
13,444
73,877
164,844
38,051
202,895
Other
861
972
1,833
2,842
2,834
5,676
$
231,688
$
140,899
$
372,587
$
707,594
$
413,353
$
1,120,947
Three Months Ended September 30, 2018
Nine Months Ended September 30, 2018
Industrial
Aerospace
Total Company
Industrial
Aerospace
Total Company
Product and Services
Engineered Components Products
$
69,994
$
—
$
69,994
$
220,448
$
—
$
220,448
Molding Solutions Products
124,887
—
124,887
369,923
—
369,923
Force & Motion Control Products
49,251
—
49,251
149,299
—
149,299
Automation Products
—
—
—
—
—
—
Aerospace Original Equipment Manufacturer Products
—
84,741
84,741
—
249,963
249,963
Aerospace Aftermarket Product and Services
—
40,924
40,924
—
122,139
122,139
$
244,132
$
125,665
$
369,797
$
739,670
$
372,102
$
1,111,772
Geographic Regions (A)
Americas
$
98,948
$
88,260
$
187,208
$
288,265
$
266,698
$
554,963
Europe
86,083
25,591
111,674
273,214
72,991
346,205
Asia
58,151
10,911
69,062
175,533
29,671
205,204
Other
950
903
1,853
2,658
2,742
5,400
$
244,132
$
125,665
$
369,797
$
739,670
$
372,102
$
1,111,772
(A) Sales by geographic region are based on the location to which the product is shipped.
10
Revenue from products and services transferred to customers at a point in time accounted for approximately 90 percent of revenue for both the three and nine month periods ended September 30, 2019. A majority of revenue within the Industrial segment and Aerospace OEM business is recognized at a point in time when the product or solution is shipped to the customer. A portion of revenue within the Aerospace Aftermarket business is also recognized when product is shipped.
Revenue from products and services transferred to customers over time accounted for approximately 10 percent of revenue for both the three and nine month periods ended September 30, 2019. The Company recognizes revenue over time in instances where a contract supports a continual transfer of control to the customer. Substantially all of our revenue in the Aerospace maintenance repair and overhaul business and a portion of the Engineered Components Products, Molding Solutions Products and Aerospace Original Equipment Manufacturer Products is recognized over time. Within the Molding Solutions and Aerospace Aftermarket businesses, this continual transfer of control to the customer results from repair and refurbishment work performed on customer controlled assets. With other contracts, this continual transfer of control to the customer is supported by clauses in the contract where we deliver products that do not have an alternative use and requires an enforceable right to payment of costs incurred (plus a reasonable profit) or the Company has a contractual right to complete any work in process and receive full contract price.
Performance Obligations. A performance obligation represents a promise within a contract to provide a distinct good or service to the customer. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectibility of consideration is probable. Transaction price reflects the amount of consideration which the Company expects to be entitled in exchange for transferred goods or services. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized as the performance obligation is satisfied.
The majority of our revenues are from contracts that are less than one year, however certain Aerospace OEM and Industrial Molding Solutions business contracts extend beyond one year. In the Industrial segment, customers are typically with OEMs or suppliers to OEMs and in some businesses, with distributors. In the Aerospace segment, customers include commercial airlines, OEMs and other aircraft and military parts and service providers.
To determine the proper revenue recognition method for contracts, the Company uses judgment to evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. Contracts within the Aerospace OEM and Engineered Components businesses typically have contracts that are combined as the customer may issue multiple purchase orders at or near the same point in time under the terms of a long term agreement.
Revenue is recognized in an over time model based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company utilizes the cost-to-cost measure of progress for over time contracts as we believe this measure best depicts the transfer of control to the customer, which occurs as we incur costs on contracts.
Contract Estimates. Due to the nature of the work performed in completing certain performance obligations, the estimation of both total revenue and cost at completion (the process described above) includes a number of variables and requires significant judgment.
Estimating total contract revenue may require judgment as certain contracts contain pricing discount structures, rebates, early payment discounts, or other provisions that can impact transaction price. The Company generally estimates variable consideration utilizing the expected value methodology as multiple inputs are considered and weighed, such as customer history, customer forecast communications, economic outlooks, and industry data. In certain circumstances where a particular outcome is probable, we utilize the most likely amount to which we expect to be entitled. The Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
Estimating the total expected costs related to contracts also requires significant judgment. The Aerospace OEM business has an Estimate at Completion (EAC) process in which management reviews the progress and execution of our performance obligations for significant contracts with revenue recognized under an over time model. As part of this process, management reviews information including, but not limited to, performance under the contract, progress towards completion, identified risks and opportunities, sourcing determinations and related changes in estimates of costs to be incurred. These considerations include management's judgment about the ability and cost to achieve technical requirements and other contract requirements. Management makes assumptions and estimates regarding labor efficiency, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g., to estimate increases in wages and
11
prices for materials and related support cost allocations), execution by our subcontractors and overhead cost rates, among other variables.
The Company generally utilizes the portfolio approach to estimate the amount of revenue to recognize for certain other contracts which require over time revenue recognition. Such contracts are grouped together either by revenue stream, customer or product. Each portfolio of contracts is grouped together based on having similar characteristics. The portfolio approach is utilized only when the result of the accounting is not expected to be materially different than if applied to individual contracts.
Adjustments to net sales, cost of sales and the related impact to operating income are recognized as necessary in the period they become known. Revenue recognized from performance obligations satisfied in previous periods was not material in the three and nine months ended September 30, 2019.
Contract Balances. The timing of revenue recognition, invoicing and cash collections affect accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets.
Unbilled Receivables (Contract Assets) - Pursuant to the over time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when 1) the cost-to-cost method is applied and 2) such revenue exceeds the amount invoiced to the customer. Unbilled receivables are included within prepaid expenses and other current assets on the Consolidated Balance Sheet as of September 30, 2019 and December 31, 2018.
Customer Advances and Deposits (Contract Liabilities) - The Company may receive a customer advance or deposit, or have an unconditional right to receive a customer advance, prior to revenue being recognized. Certain contracts within the Molding Solutions business, for example, may require such advances. Since the performance obligations related to such advances may not have been satisfied, a contract liability is established. An offsetting asset of equal amount is recorded as an account receivable until the advance is collected. Advances and deposits are included within accrued liabilities on the Consolidated Balance Sheets until the respective revenue is recognized. Advance payments are not considered a significant financing component as they are generally received less than one year before the customer solution is completed. These assets and liabilities are reported on the Consolidated Balance Sheet on an individual contract basis at the end of each reporting period.
Net contract liabilities consisted of the following:
September 30, 2019
December 31, 2018
$ Change
% Change
Unbilled receivables (contract assets)
$
20,555
$
11,844
$
8,711
74
%
Contract liabilities
(58,031
)
(57,522
)
(509
)
1
%
Net contract liabilities
$
(37,476
)
$
(45,678
)
$
8,202
(18
)%
Contract liabilities balances at September 30, 2019 and December 31, 2018 include $14,861 and $15,348, respectively, of customer advances for which the Company has an unconditional right to collect payment. Accounts receivable, as presented on the Consolidated Balance Sheet, includes corresponding balances at September 30, 2019 and December 31, 2018, respectively.
Changes in the net contract liabilities balance during the nine-month period ended September 30, 2019 were impacted by a $509 increase in contract liabilities, driven primarily by new customer advances and deposits, partially offset by revenue recognized in the current period. Adding to this net contract liability decrease was a $8,711 increase in contract assets, driven primarily by contract progress (i.e.unbilled receivable), partially offset by earlier contract progress being invoiced to the customer.
The Company recognized approximately 15% and 70% of the revenue related to the contract liability balance as of December 31, 2018 during the three and nine months ended September 30, 2019, respectively, primarily representing revenue from the sale of molds and hot runners within the Molding Solutions business.
Contract Costs. The Company may incur costs to fulfill a contract. Costs are incurred to develop, design and manufacture tooling to produce a customer’s customized product in conjunction with certain of its contracts, primarily in the Aerospace OEM business. For certain contracts, control related to this tooling remains with the Company. The tooling may be deemed recoverable over the life of the related customer contract (oftentimes a long-term agreement). The Company therefore capitalizes these tooling costs and amortizes them over the shorter of the tooling life or the duration of the long-term agreement. The Company may also incur costs related to the development of product designs (molds or hot runner systems)
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within its Molding Solutions business. Control of the design may be retained by the Company and deemed recoverable over the contract to build the systems or mold, therefore this design work cost is capitalized and amortized to cost of sales when the related revenue is recognized. Amortization related to these capitalized costs to fulfill a contract were $3,506 and $10,614 in the three and nine month periods ended September 30, 2019, respectively, and $3,606 and $11,548 in the three and nine month periods ended September 30, 2018, respectively.
Capitalized costs, net of amortization, to fulfill a contract balances were as follows:
September 30, 2019
December 31, 2018
Tooling
$
6,231
$
6,155
Design costs
2,441
2,285
Other
—
5
$
8,672
$
8,445
Remaining Performance Obligations. The Company has elected to disclose remaining performance obligations only for contracts with an original duration of greater than one year. Such remaining performance obligations represent the transaction price of firm orders for which work has not been performed and, for Aerospace, excludes projections of components and assemblies that Aerospace OEM customers anticipate purchasing in the future under existing programs, which represent orders that are beyond lead time and do not represent performance obligations pursuant to ASC 606. As of September 30, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $226,202. The Company expects to recognize revenue on approximately 75% of the remaining performance obligations over the next 12 months, with the remainder being recognized within 24 months.
5. Stockholders' Equity
A schedule of consolidated changes in equity for the nine months ended September 30, 2019 is as follows (shares in thousands):
Common Stock (Number of Shares)
Common Stock (Amount)
Additional Paid-In Capital
Treasury Stock (Number of Shares)
Treasury Stock (Amount)
Retained Earnings
Accumulated Other Non-Owner Changes to Equity
Total Stockholders’ Equity
December 31, 2018
63,367
$
634
$
470,818
12,034
$
(441,668
)
$
1,363,772
$
(190,500
)
$
1,203,056
Comprehensive income
—
—
—
—
—
33,992
(8,178
)
25,814
Dividends declared ($0.16 per share)
—
—
—
—
—
(8,217
)
—
(8,217
)
Employee stock plans
51
—
4,039
1
(80
)
(109
)
—
3,850
March 31, 2019
63,418
$
634
$
474,857
12,035
$
(441,748
)
$
1,389,438
$
(198,678
)
$
1,224,503
Comprehensive income
—
—
—
—
—
37,616
4,698
42,314
Dividends declared ($0.16 per share)
—
—
—
—
—
(8,086
)
—
(8,086
)
Common stock repurchases
—
—
—
900
(50,347
)
—
—
(50,347
)
Employee stock plans
18
—
3,285
2
(106
)
(178
)
—
3,001
June 30, 2019
63,436
$
634
$
478,142
12,937
$
(492,201
)
$
1,418,790
$
(193,980
)
$
1,211,385
Comprehensive income
—
—
—
—
—
45,769
(37,345
)
8,424
Dividends declared ($0.16 per share)
—
—
—
—
—
(8,111
)
—
(8,111
)
Employee stock plans
321
4
4,713
112
(5,727
)
10
—
(1,000
)
September 30, 2019
63,757
$
638
$
482,855
13,049
$
(497,928
)
$
1,456,458
$
(231,325
)
$
1,210,698
13
A schedule of consolidated changes in equity for the nine months ended September 30, 2018 is as follows (shares in thousands):
