NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
(In Thousands, Except Share and Per Share Data)
1. Basis of Presentation
The accompanying interim unaudited consolidated condensed financial statements of EnerSys (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required for complete financial statements. In the opinion of management, the unaudited consolidated condensed financial statements include all normal recurring adjustments considered necessary for the fair presentation of the financial position, results of operations, and cash flows for the interim periods presented. The financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s
2016 Annual Report
on Form 10-K (SEC File No. 001-32253), which was filed on May 31, 2016 (the "
2016 Annual Report
").
The Company reports interim financial information for 13-week periods, except for the first quarter, which always begins on April 1, and the fourth quarter, which always ends on March 31. The four quarters in fiscal 2017 end on July 3, 2016, October 2, 2016, January 1, 2017, and March 31, 2017, respectively. The four quarters in fiscal 2016 ended on June 28, 2015, September 27, 2015, December 27, 2015, and March 31, 2016, respectively.
The consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiaries and any partially owned subsidiaries that the Company has the ability to control. All intercompany transactions and balances have been eliminated in consolidation.
The Company also consolidates certain subsidiaries in which the noncontrolling interest party has within its control the right to require the Company to redeem all or a portion of its interest in the subsidiary. The redeemable noncontrolling interests are reported at their estimated redemption value. Any adjustment to the redemption value impacts retained earnings but does not impact net income or comprehensive income. Noncontrolling interests which are redeemable only upon future events, the occurrence of which is not currently probable, are recorded at carrying value.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” providing guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. In July 2015, the FASB voted to delay the effective date for interim and annual reporting periods beginning after December 15, 2017, with early adoption permissible one year earlier. The standard permits the use of either modified retrospective or full retrospective transition methods. The Company has not yet selected a transition method and is currently evaluating the impact, if any, of the adoption of this guidance on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). This update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. This update is effective for reporting periods beginning after December 15, 2018, using a modified retrospective approach, with early adoption permitted. The Company is currently assessing the potential impact that the adoption will have on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718)”. This update simplifies several aspects related to how share-based payments are accounted for and presented in the financial statements, including the accounting for forfeitures and tax-effects related to share-based payments at settlement, and the classification of excess tax benefits and shares surrendered for tax withholdings in the statement of cash flows. This update is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted this standard for the quarter ended July 3, 2016. The impact of the adoption of this standard was as follows:
|
|
•
|
approximately
$780
of excess tax benefits was recorded through income tax expense for the
nine months
of
fiscal 2017
as a discrete item, adopted on a prospective basis;
|
|
|
•
|
excess tax benefits were included within operating cash flows adopted on a prospective basis;
|
|
|
•
|
cash paid by the Company when directly withholding shares to satisfy an employee's statutory tax obligations continued to be classified as a financing activity; and
|
|
|
•
|
no impact on prior periods due to adopting the guidance on a prospective basis.
|
The Company has elected to continue its current policy of estimating forfeitures rather than recognizing forfeitures when they occur.
2. Inventories
Inventories, net consist of:
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
Raw materials
|
|
$
|
93,354
|
|
|
$
|
84,198
|
|
Work-in-process
|
|
113,220
|
|
|
104,085
|
|
Finished goods
|
|
163,622
|
|
|
142,798
|
|
Total
|
|
$
|
370,196
|
|
|
$
|
331,081
|
|
3. Fair Value of Financial Instruments
Recurring Fair Value Measurements
The following tables represent the financial assets and (liabilities) measured at fair value on a recurring basis as of
January 1, 2017
and
March 31, 2016
and the basis for that measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fair Value
Measurement
January 1, 2017
|
|
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Lead forward contracts
|
|
$
|
(3,015
|
)
|
|
$
|
—
|
|
|
$
|
(3,015
|
)
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
Total derivatives
|
|
$
|
(3,010
|
)
|
|
$
|
—
|
|
|
$
|
(3,010
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fair Value
Measurement
March 31, 2016
|
|
Quoted Price in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Lead forward contracts
|
|
$
|
(499
|
)
|
|
$
|
—
|
|
|
$
|
(499
|
)
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
(988
|
)
|
|
—
|
|
|
(988
|
)
|
|
—
|
|
Total derivatives
|
|
$
|
(1,487
|
)
|
|
$
|
—
|
|
|
$
|
(1,487
|
)
|
|
$
|
—
|
|
The fair values of lead forward contracts are calculated using observable prices for lead as quoted on the London Metal Exchange (“LME”) and, therefore, were classified as Level 2 within the fair value hierarchy, as described in Note 1, Summary of Significant Accounting Policies to the Company's consolidated financial statements included in its
2016 Annual Report
.
The fair values for foreign currency forward contracts are based upon current quoted market prices and are classified as Level 2 based on the nature of the underlying market in which these derivatives are traded.
Financial Instruments
The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate carrying value due to their short maturities.
The fair value of the Company’s short-term debt and borrowings under the 2011 Credit Facility (as defined in Note 9), approximate their respective carrying value, as they are variable rate debt and the terms are comparable to market terms as of the balance sheet dates and are classified as Level 2.
The Company's
5.00%
Senior Notes due 2023 (the “Notes”), with an original face value of
$300,000
, were issued in April 2015. The fair value of these Notes represent the trading values based upon quoted market prices and are classified as Level 2. The Notes were trading at approximately
101%
and
96%
of face value on
January 1, 2017
and
March 31, 2016
, respectively.
The carrying amounts and estimated fair values of the Company’s derivatives and Notes at
January 1, 2017
and
March 31, 2016
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017
|
|
|
|
March 31, 2016
|
|
|
|
|
Carrying
Amount
|
|
|
|
Fair Value
|
|
|
|
Carrying
Amount
|
|
|
|
Fair Value
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
(1)
|
|
$
|
5
|
|
|
|
|
$
|
5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
(2)
|
|
$
|
300,000
|
|
|
|
|
$
|
303,000
|
|
|
|
|
$
|
300,000
|
|
|
|
|
$
|
288,000
|
|
|
|
Derivatives
(1)
|
|
3,015
|
|
|
|
|
3,015
|
|
|
|
|
1,487
|
|
|
|
|
1,487
|
|
|
|
|
|
(1)
|
Represents lead and foreign currency forward contracts (see Note 4 for asset and liability positions of the lead and foreign currency forward contracts at
January 1, 2017
and
March 31, 2016
).
|
|
|
(2)
|
The fair value amount of the Notes at
January 1, 2017
and
March 31, 2016
represent the trading value of the Notes.
|
4. Derivative Financial Instruments
The Company utilizes derivative instruments to reduce its exposure to fluctuations in commodity prices and foreign exchange rates under established procedures and controls. The Company does not enter into derivative contracts for speculative purposes. The Company’s agreements are with creditworthy financial institutions and the Company anticipates performance by counterparties to these contracts and therefore no material loss is expected.
Derivatives in Cash Flow Hedging Relationships
Lead Forward Contracts
The Company enters into lead forward contracts to fix the price for a portion of its lead purchases. Management considers the lead forward contracts to be effective against changes in the cash flows of the underlying lead purchases. The vast majority of such contracts are for a period not extending beyond one year and the notional amounts at
January 1, 2017
and
March 31, 2016
were
34.5 million
pounds and
27.4 million
pounds, respectively.
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts and options to hedge a portion of the Company’s foreign currency exposures for lead as well as other foreign currency exposures so that gains and losses on these contracts offset changes in the underlying foreign currency denominated exposures. The vast majority of such contracts are for a period not extending beyond
one
year. As of
January 1, 2017
and
March 31, 2016
, the Company had entered into a total of
$24,868
and
$18,206
, respectively, of such contracts.
In the coming twelve months, the Company anticipates that
$1,217
of pretax
gain
relating to lead and foreign currency forward contracts will be reclassified from accumulated other comprehensive income (“AOCI”) as part of cost of goods sold. This amount represents the current net unrealized impact of hedging lead and foreign exchange rates, which will change as market rates change in the future, and will ultimately be realized in the Consolidated Condensed Statement of Income as an offset to the corresponding actual changes in lead costs to be realized in connection with the variable lead cost and foreign exchange rates being hedged.
Derivatives not Designated in Hedging Relationships
Foreign Currency Forward Contracts
The Company also enters into foreign currency forward contracts to economically hedge foreign currency fluctuations on intercompany loans and foreign currency denominated receivables and payables. These are not designated as hedging instruments and changes in fair value of these instruments are recorded directly in the Consolidated Condensed Statements of Income. As of
January 1, 2017
and
March 31, 2016
, the notional amount of these contracts was
$15,948
and
$11,156
, respectively.
Presented below in tabular form is information on the location and amounts of derivative fair values in the Consolidated Condensed Balance Sheets and derivative gains and losses in the Consolidated Condensed Statements of Income:
Fair Value of Derivative Instruments
January 1, 2017
and
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives and Hedging Activities Designated as Cash Flow Hedges
|
|
Derivatives and Hedging Activities Not Designated as Hedging Instruments
|
|
|
January 1, 2017
|
|
March 31, 2016
|
|
January 1, 2017
|
|
March 31, 2016
|
Prepaid and other current assets
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses
|
|
|
|
|
|
|
|
|
Lead forward contracts
|
|
$
|
3,015
|
|
|
$
|
499
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
—
|
|
|
350
|
|
|
195
|
|
|
638
|
|
Total liabilities
|
|
$
|
3,015
|
|
|
$
|
849
|
|
|
$
|
195
|
|
|
$
|
638
|
|
The Effect of Derivative Instruments on the Consolidated Condensed Statements of Income
For the quarter ended
January 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Lead forward contracts
|
|
$
|
(2,362
|
)
|
|
Cost of goods sold
|
|
$
|
1,524
|
|
Foreign currency forward contracts
|
|
595
|
|
|
Cost of goods sold
|
|
(93
|
)
|
Total
|
|
$
|
(1,767
|
)
|
|
|
|
$
|
1,431
|
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Pretax Gain (Loss)
|
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
(25
|
)
|
Total
|
|
|
$
|
(25
|
)
|
The Effect of Derivative Instruments on the Consolidated Condensed Statements of Income
For the quarter ended
December 27, 2015
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Lead forward contracts
|
|
$
|
1,109
|
|
|
Cost of goods sold
|
|
$
|
(4,448
|
)
|
Foreign currency forward contracts
|
|
525
|
|
|
Cost of goods sold
|
|
(296
|
)
|
Total
|
|
$
|
1,634
|
|
|
|
|
$
|
(4,744
|
)
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Pretax Gain (Loss)
|
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
175
|
|
Total
|
|
|
$
|
175
|
|
The Effect of Derivative Instruments on the Consolidated Condensed Statements of Income
For the
nine months
ended
January 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Lead forward contracts
|
|
$
|
2,258
|
|
|
Cost of goods sold
|
|
$
|
2,800
|
|
Foreign currency forward contracts
|
|
873
|
|
|
Cost of goods sold
|
|
(319
|
)
|
Total
|
|
$
|
3,131
|
|
|
|
|
$
|
2,481
|
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Pretax Gain (Loss)
|
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
(202
|
)
|
Total
|
|
|
$
|
(202
|
)
|
The Effect of Derivative Instruments on the Consolidated Condensed Statements of Income
For the
nine months
ended
December 27, 2015
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Cash Flow Hedges
|
|
Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion)
|
|
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
Lead forward contracts
|
|
$
|
(4,006
|
)
|
|
Cost of goods sold
|
|
$
|
(7,461
|
)
|
Foreign currency forward contracts
|
|
(2,048
|
)
|
|
Cost of goods sold
|
|
3,655
|
|
Total
|
|
$
|
(6,054
|
)
|
|
|
|
$
|
(3,806
|
)
|
|
|
|
|
|
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Pretax Gain (Loss)
|
Foreign currency forward contracts
|
Other (income) expense, net
|
|
$
|
(119
|
)
|
Total
|
|
|
$
|
(119
|
)
|
5. Income Taxes
The Company’s income tax provision consists of federal, state and foreign income taxes. The tax provision for the
third
quarters of
fiscal 2017
and
2016
was based on the estimated effective tax rates applicable for the full years ending
March 31, 2017
and
March 31, 2016
, respectively, after giving effect to items specifically related to the interim periods. The Company’s effective income tax rate with respect to any period may be volatile based on the mix of income in the tax jurisdictions in which the Company operates and the amount of the Company's consolidated income before taxes.
The consolidated effective income tax rates were
26.7%
and
22.0%
, respectively, for the
third
quarters of
fiscal 2017
and
2016
and
25.7%
and
23.6%
, respectively, for the
nine months
of fiscal 2017 and 2016. The rate increase in the
third
quarter of
fiscal 2017
compared to the
third
quarter of
fiscal 2016
is primarily due to the German regulatory proceedings charge of
$17,000
(with no associated tax benefit) recorded in the
third
quarter of
fiscal 2017
and the recognition of a tax benefit in
fiscal 2016
related to international restructuring, partially offset by a decrease related to changes in the mix of earnings among tax jurisdictions. The rate increase in the
nine months
of fiscal 2017 compared to the
nine months
of fiscal 2016 is primarily due to the aforementioned German regulatory proceedings charge (with no associated tax benefit) recorded in the
third
quarter of
fiscal 2017
and the recognition of a tax benefit in
fiscal 2016
related to international restructuring, the subsequent recognition of a domestic deferred tax asset related to executive compensation and the subsequent recognition of a previously unrecognized tax position related to one of the Company's foreign subsidiaries, partially offset by a decrease related to changes in the mix of earnings among tax jurisdictions.
Foreign income as a percentage of worldwide income is estimated to be
60%
for the
nine months
of
fiscal 2017
compared to
51%
for the
nine months
of
fiscal 2016
. The foreign effective income tax rates for the
nine months
of
fiscal 2017
and
2016
were
15.9%
and
10.1%
, respectively. The rate increase compared to the prior year period is primarily due to the aforementioned German regulatory proceedings charge (with no associated tax benefit) recorded in the
third
quarter of
fiscal 2017
and the recognition of a tax benefit in
fiscal 2016
related to international restructuring and the subsequent recognition of a previously unrecognized tax position related to one of the Company's foreign subsidiaries, partially offset by a decrease related to changes in the mix of earnings among tax jurisdictions. Income from the Company's
Swiss subsidiary comprised a substantial portion of the Company's overall foreign mix of income and is taxed at an effective income tax rate of approximately
6%
.
6. Warranty
The Company provides for estimated product warranty expenses when the related products are sold, with related liabilities included within accrued expenses and other liabilities. As warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, claims costs may differ from amounts provided. An analysis of changes in the liability for product warranties is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
|
January 1, 2017
|
|
December 27, 2015
|
|
January 1, 2017
|
|
December 27, 2015
|
Balance at beginning of period
|
|
$
|
48,112
|
|
|
$
|
40,140
|
|
|
$
|
48,422
|
|
|
$
|
39,810
|
|
Current period provisions
|
|
4,085
|
|
|
5,756
|
|
|
14,932
|
|
|
14,339
|
|
Costs incurred
|
|
(4,250
|
)
|
|
(4,422
|
)
|
|
(12,492
|
)
|
|
(12,930
|
)
|
Foreign currency translation adjustment
|
|
(1,720
|
)
|
|
(427
|
)
|
|
(4,635
|
)
|
|
(172
|
)
|
Balance at end of period
|
|
$
|
46,227
|
|
|
$
|
41,047
|
|
|
$
|
46,227
|
|
|
$
|
41,047
|
|
7. Commitments, Contingencies and Litigation
Litigation and Other Legal Matters
In the ordinary course of business, the Company and its subsidiaries are routinely defendants in or parties to many pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings are generally based on alleged violations of environmental, anticompetition, employment, contract and other laws. In some of these actions and proceedings, claims for substantial monetary damages are asserted against the Company and its subsidiaries. In the ordinary course of business, the Company and its subsidiaries are also subject to regulatory and governmental examinations, information gathering requests, inquiries, investigations, and threatened legal actions and proceedings. In connection with formal and informal inquiries by federal, state, local and foreign agencies, such subsidiaries receive numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of their activities.
European Competition Investigations
Certain of the Company’s European subsidiaries have received subpoenas and requests for documents and, in some cases, interviews from, and have had on-site inspections conducted by the competition authorities of Belgium, Germany and the Netherlands relating to conduct and anticompetitive practices of certain industrial battery participants. The Company is responding to inquiries related to these matters. The Company settled the Belgian regulatory proceeding in February 2016 by acknowledging certain anticompetitive practices and conduct and agreeing to pay a fine of
$1,962
, which was paid in March 2016. As of
January 1, 2017
and
March 31, 2016
, the Company had a reserve balance of
$1,804
and
$2,038
, respectively, relating to the Belgian regulatory proceeding. The change in the reserve balance between January 1, 2017 and March 31, 2016 was solely due to foreign currency translation impact. The Company currently estimates that the aggregate range of possible loss with respect to the German regulatory proceeding is
$17,000
to
$26,000
and has reserved
$17,000
in connection with this matter. For the Dutch regulatory proceeding, the Company does not believe that an estimate can be made at this time given the current stage of this proceeding. As of
January 1, 2017
and
March 31, 2016
, the Company had a total reserve balance of
$18,804
and
$2,038
, respectively, in connection with these remaining investigations and other related legal matters. The foregoing estimate of losses is based upon currently available information for these proceedings. However, the precise scope, timing and time period at issue, as well as the final outcome of the investigations, remain uncertain. Accordingly, the Company’s estimate may change from time to time, and actual losses could vary.
Environmental Issues
As a result of its operations, the Company is subject to various federal, state, and local, as well as international environmental laws and regulations and is exposed to the costs and risks of registering, handling, processing, storing, transporting, and disposing of hazardous substances, especially lead and acid. The Company’s operations are also subject to federal, state, local and international occupational safety and health regulations, including laws and regulations relating to exposure to lead in the workplace.
The Company is responsible for certain cleanup obligations at the former Yuasa battery facility in Sumter, South Carolina, that predates its ownership of this facility. This manufacturing facility was closed in 2001 and the Company established a reserve for this facility, which was
$1,123
as of
January 1, 2017
and
March 31, 2016
. Based on current information, the Company’s management believes this reserve is adequate to satisfy the Company’s environmental liabilities at this facility. This facility is separate from the Company’s current metal fabrication facility in Sumter.
Lead Contracts
To stabilize its costs, the Company has entered into contracts with financial institutions to fix the price of lead. The vast majority of such contracts are for a period not extending beyond one year. Under these contracts, at
January 1, 2017
and
March 31, 2016
, the Company has hedged the price to purchase approximately
34.5 million
pounds and
27.4 million
pounds of lead, respectively, for a total purchase price of
$34,420
and
$21,628
, respectively.
Foreign Currency Forward Contracts
The Company quantifies and monitors its global foreign currency exposures. On a selective basis, the Company will enter into foreign currency forward and option contracts to reduce the volatility from currency movements that affect the Company. The vast majority of such contracts are for a period not extending beyond one year. The Company’s largest exposure is from the purchase and conversion of U.S. dollar based lead costs into local currencies in EMEA. Additionally, the Company has currency exposures from intercompany financing and intercompany and third party trade transactions. To hedge these exposures, the Company has entered into a total of
$40,816
and
$29,362
, respectively, of foreign currency forward contracts with financial institutions as of
January 1, 2017
and
March 31, 2016
.
8. Restructuring and Other Exit Charges
During the second quarter of
fiscal 2016
, the Company announced a restructuring to improve efficiencies primarily related to its motive power assembly and distribution center in Italy and its sales and administration organizations in EMEA. In addition, during the third quarter of
fiscal 2016
, the Company announced a further restructuring related to its manufacturing operations in Europe. The Company estimates that the total charges for these actions will amount to approximately
$6,500
, primarily from cash charges for employee severance-related payments and other charges. The Company estimates that these actions will result in the reduction of approximately
130
employees upon completion. In
fiscal 2016
, the Company recorded restructuring charges of
$5,232
and recorded an additional
$942
during the
nine months
of
fiscal 2017
. The Company incurred
$2,993
in costs against the accrual in
fiscal 2016
and incurred an additional
$2,671
against the accrual during the
nine months
of fiscal 2017. As of
January 1, 2017
, the reserve balance associated with these actions is
$435
. The Company expects to be committed to an additional
$300
of restructuring charges related to these actions during
fiscal 2017
, and expects to complete the program during
fiscal 2017
.
During the second quarter of
fiscal 2016
, the Company announced a restructuring related to improving the efficiency of its manufacturing operations in the Americas. The program, which was completed during the first quarter of
fiscal 2017
, consisted of closing its Cleveland, Ohio charger manufacturing facility and the transfer of charger production to other Americas manufacturing facilities. The total charges for all actions associated with this program amounted to
$2,379
, primarily from cash charges for employee severance-related payments and other charges of
$1,043
, along with a pension curtailment charge of
$313
and non-cash charges related to the accelerated depreciation of fixed assets of
$1,023
. The program resulted in the reduction of approximately
100
employees at its Cleveland facility. In
fiscal 2016
, the Company recorded restructuring charges of
$1,488
including a pension curtailment charge of
$313
and non-cash charges of
$305
and recorded an additional
$174
in cash charges and
$718
in non-cash charges during the first quarter of
fiscal 2017
. The Company incurred
$119
in costs against the accrual in
fiscal 2016
and incurred an additional
$924
against the accrual during the first quarter of fiscal 2017.
During the first and second quarters of
fiscal 2017
, the Company announced restructuring programs to improve efficiencies primarily related to its motive power production in EMEA. The Company estimates that the total charges for these actions will amount to approximately
$4,500
, primarily from cash charges for employee severance-related payments and other charges. The Company estimates that these actions will result in the reduction of approximately
45
employees upon completion. During the
nine months
of
fiscal 2017
, the Company recorded restructuring charges of
$1,586
and incurred
$217
in costs against the accrual. As of
January 1, 2017
, the reserve balance associated with these actions is
$1,298
. The Company expects to be committed to an additional
$2,900
in restructuring charges related to this action through fiscal 2018, when it expects to complete this program.
During the first quarter of
fiscal 2017
, the Company announced a restructuring primarily to complete the transfer of equipment and clean-up of its manufacturing facility located in Jiangdu, the People’s Republic of China, which stopped production during the first quarter of
fiscal 2016
. The Company estimates that the total cash charges for these actions will amount to approximately
$600
. During the
nine months
of
fiscal 2017
, the Company recorded charges of
$483
and incurred
$483
in costs against the accrual. As of
January 1, 2017
, the reserve balance associated with these actions is
$0
. The Company expects to be committed to an additional
$100
in charges related to this action through
fiscal 2017
, when it expects to complete this program.
A roll-forward of the restructuring reserve is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Severance
|
|
Other
|
|
Total
|
Balance as of March 31, 2016
|
|
$
|
2,964
|
|
|
$
|
25
|
|
|
$
|
2,989
|
|
Accrued
|
|
2,417
|
|
|
768
|
|
|
3,185
|
|
Costs incurred
|
|
(3,749
|
)
|
|
(546
|
)
|
|
(4,295
|
)
|
Foreign currency impact and other
|
|
(133
|
)
|
|
(13
|
)
|
|
(146
|
)
|
Balance as of January 1, 2017
|
|
$
|
1,499
|
|
|
$
|
234
|
|
|
$
|
1,733
|
|
Other Exit Charges
During the
nine months
of
fiscal 2017
, the Company recorded exit charges of
$3,303
related to the South Africa joint venture, consisting of cash charges of
$2,586
primarily relating to severance and non-cash charges of
$717
. Included in the non-cash charges are
$2,157
relating to the inventory adjustment which is reported in cost of goods sold, partially offset by a credit of
$1,099
relating to a change in estimate of contract losses and a
$341
gain on deconsolidation of the joint venture. Weakening of the general economic environment in South Africa, exacerbated by limited growth in the mining industry and competitive products flooding the market, affected the joint venture’s ability to compete effectively in the marketplace and consequently, the Company initiated an exit plan in consultation with its joint venture partner in the second quarter of
fiscal 2017
. The joint venture is currently under liquidation resulting in a loss of control and deconsolidation of the joint venture. The impact of the deconsolidation has been reflected in the Consolidated Condensed Statements of Income.
9. Debt
The following summarizes the Company’s long-term debt as of
January 1, 2017
and
March 31, 2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2017
|
|
March 31, 2016
|
|
|
Principal
|
|
Unamortized Issuance Costs
|
|
Principal
|
|
Unamortized Issuance Costs
|
5.00% Senior Notes due 2023
|
|
$
|
300,000
|
|
|
$
|
3,902
|
|
|
$
|
300,000
|
|
|
$
|
4,370
|
|
2011 Credit Facility, due 2018
|
|
305,800
|
|
|
1,336
|
|
|
312,500
|
|
|
1,909
|
|
|
|
$
|
605,800
|
|
|
$
|
5,238
|
|
|
$
|
612,500
|
|
|
$
|
6,279
|
|
Less: Unamortized issuance costs
|
|
5,238
|
|
|
|
|
6,279
|
|
|
|
Long-term debt, net of unamortized issuance costs
|
|
$
|
600,562
|
|
|
|
|
$
|
606,221
|
|
|
|
5.00% Senior Notes
The Company's
$300,000
5.00%
Senior Notes due 2023 bear interest at a rate of 5.00% per annum. Interest is payable semiannually in arrears on April 30 and October 30 of each year, commencing on October 30, 2015. The Notes will mature on April 30, 2023, unless earlier redeemed or repurchased in full. The Notes are unsecured and unsubordinated obligations of the Company. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of its subsidiaries that are guarantors under the 2011 Credit Facility (the “Guarantors”). The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
2011 Credit Facility
The Company is party to a
$500,000
senior secured revolving credit facility and a
$150,000
senior secured incremental term loan (the “Term Loan”) that matures on September 30, 2018, comprising the “2011 Credit Facility”. The quarterly installments payable on the Term Loan were
$1,875
beginning June 30, 2015 and
$3,750
beginning June 30, 2016 with a final payment of
$108,750
on September 30, 2018. The 2011 Credit Facility may be increased by an aggregate amount of
$300,000
in revolving commitments and/or one or more new tranches of term loans, under certain conditions. Both revolving loans and the Term Loan under the 2011 Credit Facility bear interest, at the Company's option, at a rate per annum equal to either (i) the London Interbank Offered Rate (“LIBOR”) plus between
1.25%
and
1.75%
(currently 1.25% and based on the Company's consolidated net leverage ratio) or (ii) the Base Rate (which is the highest of (a) the Bank of America prime rate, and (b) the Federal Funds Effective Rate) plus between
0.25%
and
0.75%
(based on the Company’s consolidated net leverage ratio). Obligations under the 2011 Credit Facility are secured by substantially all of the Company’s existing and future acquired assets, including substantially all of the capital stock of the Company’s United States subsidiaries that are guarantors under the credit facility and
65%
of the capital stock of certain of the Company’s foreign subsidiaries that are owned by the Company’s United States subsidiaries.
The current portion of the Term Loan of
$15,000
is classified as long-term debt as the Company expects to refinance the future quarterly payments with revolver borrowings under its 2011 Credit Facility.
As of
January 1, 2017
, the Company had
$174,550
outstanding in revolver borrowings and
$131,250
under its Term Loan borrowings.
Short-Term Debt
As of
January 1, 2017
and
March 31, 2016
, the Company had
$35,879
and
$22,144
, respectively, of short-term borrowings. The weighted-average interest rate on these borrowings was approximately
7%
and 8% at
January 1, 2017
and
March 31, 2016
, respectively.
Letters of Credit
As of
January 1, 2017
and
March 31, 2016
, the Company had
$4,001
and
$2,693
, respectively, of standby letters of credit.
Debt Issuance Costs
Amortization expense, relating to debt issuance costs, included in interest expense was
$347
and
$343
, respectively, during the quarters ended
January 1, 2017
and
December 27, 2015
and
$1,041
and
$1,117
for the
nine months
ended
January 1, 2017
and
December 27, 2015
, respectively. Debt issuance costs, net of accumulated amortization, totaled
$5,238
and $
6,279
, respectively, at
January 1, 2017
and
March 31, 2016
.
Available Lines of Credit
As of
January 1, 2017
and
March 31, 2016
, the Company had available and undrawn, under all its lines of credit,
$451,267
and
$472,187
, respectively, including
$127,742
and
$144,112
, respectively, of uncommitted lines of credit as of
January 1, 2017
and
March 31, 2016
.
10. Retirement Plans
The following tables present the components of the Company’s net periodic benefit cost related to its defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Plans
|
|
International Plans
|
Quarter ended
|
|
Quarter ended
|
January 1,
2017
|
|
December 27, 2015
|
|
January 1,
2017
|
|
December 27, 2015
|
Service cost
|
|
$
|
96
|
|
|
$
|
118
|
|
|
$
|
212
|
|
|
$
|
201
|
|
Interest cost
|
|
158
|
|
|
172
|
|
|
441
|
|
|
476
|
|
Expected return on plan assets
|
|
(204
|
)
|
|
(213
|
)
|
|
(442
|
)
|
|
(563
|
)
|
Amortization and deferral
|
|
76
|
|
|
111
|
|
|
238
|
|
|
310
|
|
Curtailment loss
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
$
|
126
|
|
|
$
|
501
|
|
|
$
|
449
|
|
|
$
|
424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Plans
|
|
International Plans
|
Nine months ended
|
|
Nine months ended
|
January 1,
2017
|
|
December 27, 2015
|
|
January 1,
2017
|
|
December 27, 2015
|
Service cost
|
|
$
|
278
|
|
|
$
|
364
|
|
|
$
|
658
|
|
|
$
|
617
|
|
Interest cost
|
|
498
|
|
|
510
|
|
|
1,402
|
|
|
1,447
|
|
Expected return on plan assets
|
|
(612
|
)
|
|
(643
|
)
|
|
(1,424
|
)
|
|
(1,715
|
)
|
Amortization and deferral
|
|
340
|
|
|
370
|
|
|
756
|
|
|
946
|
|
Curtailment loss
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
$
|
504
|
|
|
$
|
914
|
|
|
$
|
1,392
|
|
|
$
|
1,295
|
|
11. Stock-Based Compensation
As of
January 1, 2017
, the Company maintains the Second Amended and Restated EnerSys 2010 Equity Incentive Plan, (“2010 EIP”). The 2010 EIP reserved
3,177,477
shares of common stock for the grant of various classes of nonqualified stock options, restricted stock units, market condition-based share units and other forms of equity-based compensation.
The Company recognized stock-based compensation expense associated with its equity incentive plans of
$4,699
for the
third
quarter of
fiscal 2017
and
$4,545
for the
third
quarter of
fiscal 2016
. Stock-based compensation expense was
$14,556
for the
nine months
of
fiscal 2017
and
$14,883
for the
nine months
of
fiscal 2016
. The Company recognizes compensation expense using the straight-line method over the vesting period of the awards, except for awards issued to certain retirement-eligible participants, which are expensed on an accelerated basis.
During the
nine months
ended
January 1, 2017
, the Company granted to non-employee directors
25,230
restricted stock units, pursuant to the 2010 EIP.
During the
nine months
ended
January 1, 2017
, the Company granted to management and other key employees
242,068
non-qualified stock options and
83,720
market condition-based share units that vest
three
years from the date of grant, and
235,358
restricted stock units that vest
25%
each year over
four
years from the date of grant.
Common stock activity during the
nine months
ended
January 1, 2017
included the vesting of
143,043
restricted stock units and
232,817
market condition-based share units and the exercise of
263
stock options.
As of
January 1, 2017
, there were
451,668
non-qualified stock options,
612,626
restricted stock units and
448,567
market condition-based share units outstanding.
12. Stockholders’ Equity and Noncontrolling Interests
Common Stock
The following demonstrates the change in the number of shares of common stock outstanding during the
nine months
ended
January 1, 2017
:
|
|
|
|
|
Shares outstanding as of March 31, 2016
|
|
43,189,502
|
|
Shares issued towards equity-based compensation plans, net of equity awards surrendered for option price and taxes
|
|
240,627
|
|
Shares outstanding as of January 1, 2017
|
|
43,430,129
|
|
Treasury Stock
There were no repurchases of treasury stock during the
nine months
ended
January 1, 2017
, and the Company held
10,923,274
shares as treasury stock at
January 1, 2017
and
March 31, 2016
.
Accumulated Other Comprehensive Income ("AOCI")
The components of AOCI, net of tax, as of
January 1, 2017
and
March 31, 2016
, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
Before Reclassifications
|
|
Amounts Reclassified from AOCI
|
|
January 1, 2017
|
Pension funded status adjustment
|
|
$
|
(21,861
|
)
|
|
$
|
—
|
|
|
$
|
747
|
|
|
$
|
(21,114
|
)
|
Net unrealized gain (loss) on derivative instruments
|
|
388
|
|
|
1,977
|
|
|
(1,566
|
)
|
|
799
|
|
Foreign currency translation adjustment
|
|
(75,876
|
)
|
|
(74,516
|
)
|
|
—
|
|
|
(150,392
|
)
|
Accumulated other comprehensive income (loss)
|
|
$
|
(97,349
|
)
|
|
$
|
(72,539
|
)
|
|
$
|
(819
|
)
|
|
$
|
(170,707
|
)
|
The following table presents reclassifications from AOCI during the
third quarter
ended
January 1, 2017
:
|
|
|
|
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
Net unrealized gain on derivative instruments
|
|
$
|
(1,431
|
)
|
|
Cost of goods sold
|
Tax expense
|
|
528
|
|
|
|
Net unrealized gain on derivative instruments, net of tax
|
|
$
|
(903
|
)
|
|
|
|
|
|
|
|
Defined benefit pension costs:
|
|
|
|
|
Prior service costs and deferrals
|
|
$
|
314
|
|
|
Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
|
Tax benefit
|
|
(116
|
)
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
198
|
|
|
|
The following table presents reclassifications from AOCI during the
third quarter
ended
December 27, 2015
:
|
|
|
|
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
Net unrealized loss on derivative instruments
|
|
$
|
4,744
|
|
|
Cost of goods sold
|
Tax benefit
|
|
(1,753
|
)
|
|
|
Net unrealized loss on derivative instruments, net of tax
|
|
$
|
2,991
|
|
|
|
|
|
|
|
|
Defined benefit pension costs:
|
|
|
|
|
Prior service costs and deferrals
|
|
$
|
421
|
|
|
Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
|
Tax benefit
|
|
(129
|
)
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
292
|
|
|
|
The following table presents reclassifications from AOCI during the
nine months
ended
January 1, 2017
:
|
|
|
|
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
Net unrealized gain on derivative instruments
|
|
$
|
(2,481
|
)
|
|
Cost of goods sold
|
Tax expense
|
|
915
|
|
|
|
Net unrealized gain on derivative instruments, net of tax
|
|
$
|
(1,566
|
)
|
|
|
|
|
|
|
|
Defined benefit pension costs:
|
|
|
|
|
Prior service costs and deferrals
|
|
$
|
1,096
|
|
|
Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
|
Tax benefit
|
|
(349
|
)
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
747
|
|
|
|
The following table presents reclassifications from AOCI during the
nine months
ended
December 27, 2015
:
|
|
|
|
|
|
|
|
Components of AOCI
|
|
Amounts Reclassified from AOCI
|
|
Location of (Gain) Loss Recognized on Income Statement
|
Derivatives in Cash Flow Hedging Relationships:
|
|
|
|
|
Net unrealized loss on derivative instruments
|
|
$
|
3,806
|
|
|
Cost of goods sold
|
Tax benefit
|
|
(1,404
|
)
|
|
|
Net unrealized loss on derivative instruments, net of tax
|
|
$
|
2,402
|
|
|
|
|
|
|
|
|
Defined benefit pension costs:
|
|
|
|
|
Prior service costs and deferrals
|
|
$
|
1,316
|
|
|
Net periodic benefit cost, included in cost of goods sold and operating expenses - See Note 10
|
Tax benefit
|
|
(386
|
)
|
|
|
Net periodic benefit cost, net of tax
|
|
$
|
930
|
|
|
|
The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the
nine months
ended
January 1, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to EnerSys Stockholders
|
|
Nonredeemable Noncontrolling Interests
|
|
Total Equity
|
Balance as of March 31, 2016
|
|
$
|
1,013,131
|
|
|
$
|
5,304
|
|
|
$
|
1,018,435
|
|
Total comprehensive income (loss):
|
|
|
|
|
|
|
Net earnings
|
|
126,444
|
|
|
84
|
|
|
126,528
|
|
Net unrealized gain on derivative instruments, net of tax
|
|
411
|
|
|
—
|
|
|
411
|
|
Pension funded status adjustment, net of tax
|
|
747
|
|
|
—
|
|
|
747
|
|
Foreign currency translation adjustment
|
|
(74,516
|
)
|
|
(465
|
)
|
|
(74,981
|
)
|
Total other comprehensive loss, net of tax
|
|
(73,358
|
)
|
|
(465
|
)
|
|
(73,823
|
)
|
Total comprehensive income (loss)
|
|
53,086
|
|
|
(381
|
)
|
|
52,705
|
|
Other changes in equity:
|
|
|
|
|
|
|
Cash dividends - common stock ($0.525 per share)
|
|
(22,800
|
)
|
|
—
|
|
|
(22,800
|
)
|
Other, including activity related to equity awards
|
|
11,143
|
|
|
—
|
|
|
11,143
|
|
Balance as of January 1, 2017
|
|
$
|
1,054,560
|
|
|
$
|
4,923
|
|
|
$
|
1,059,483
|
|
The following demonstrates the change in redeemable noncontrolling interests during the
nine months
ended
January 1, 2017
:
|
|
|
|
|
|
|
|
Redeemable Noncontrolling Interests
|
Balance as of March 31, 2016
|
|
$
|
5,997
|
|
Net loss
|
|
(2,021
|
)
|
Deconsolidation of joint venture
|
|
(4,035
|
)
|
Foreign currency translation adjustment
|
|
59
|
|
Balance as of January 1, 2017
|
|
$
|
—
|
|
13. Earnings Per Share
The following table sets forth the reconciliation from basic to diluted weighted-average number of common shares outstanding and the calculations of net earnings per common share attributable to EnerSys stockholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
|
January 1, 2017
|
|
December 27, 2015
|
|
January 1, 2017
|
|
December 27, 2015
|
Net earnings attributable to EnerSys stockholders
|
|
$
|
36,235
|
|
|
$
|
38,478
|
|
|
$
|
126,444
|
|
|
$
|
126,890
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
43,429,525
|
|
|
44,394,925
|
|
|
43,375,474
|
|
|
44,524,289
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|
|
Common shares from exercise and lapse of equity awards, net of shares assumed reacquired
|
|
620,149
|
|
|
581,279
|
|
|
567,536
|
|
|
650,529
|
|
3.375% Convertible Notes due 2038
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
737,841
|
|
Diluted weighted-average number of common shares outstanding
|
|
44,049,674
|
|
|
44,976,204
|
|
|
43,943,010
|
|
|
45,912,659
|
|
Basic earnings per common share attributable to EnerSys stockholders
|
|
$
|
0.83
|
|
|
$
|
0.87
|
|
|
$
|
2.92
|
|
|
$
|
2.85
|
|
Diluted earnings per common share attributable to EnerSys stockholders
|
|
$
|
0.82
|
|
|
$
|
0.86
|
|
|
$
|
2.88
|
|
|
$
|
2.76
|
|
Anti-dilutive equity awards not included in diluted weighted-average common shares
|
|
62,470
|
|
|
—
|
|
|
232,542
|
|
|
—
|
|
(1
)
On July 17, 2015, the Company paid
$172,388
, in aggregate, towards the principal balance of the 3.375% Convertible Notes due 2038, including accreted interest, cash equivalent of fractional shares issued towards conversion premium and settled the conversion premium by
issuing, in the aggregate,
1,889,431
shares of its common stock, which were included in the diluted weighted average shares outstanding for the period prior to the extinguishment.
14. Business Segments
The Company has
three
reportable business segments based on geographic regions, defined as follows:
|
|
•
|
Americas
, which includes North and South America, with segment headquarters in Reading, Pennsylvania, USA;
|
|
|
•
|
EMEA
, which includes Europe, the Middle East and Africa, with segment headquarters in Zug, Switzerland; and
|
|
|
•
|
Asia
, which includes Asia, Australia and Oceania, with segment headquarters in Singapore.
|
Summarized financial information related to the Company's reportable segments for the
third
quarter and
nine months
ended
January 1, 2017
and
December 27, 2015
is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
Nine months ended
|
|
|
January 1, 2017
|
|
December 27, 2015
|
|
January 1, 2017
|
|
December 27, 2015
|
Net sales by segment to unaffiliated customers
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
313,972
|
|
|
$
|
306,331
|
|
|
$
|
968,516
|
|
|
$
|
945,839
|
|
EMEA
|
|
186,069
|
|
|
196,829
|
|
|
563,765
|
|
|
582,896
|
|
Asia
|
|
63,656
|
|
|
70,413
|
|
|
208,067
|
|
|
176,040
|
|
Total net sales
|
|
$
|
563,697
|
|
|
$
|
573,573
|
|
|
$
|
1,740,348
|
|
|
$
|
1,704,775
|
|
Net sales by product line
|
|
|
|
|
|
|
|
|
Reserve power
|
|
$
|
271,291
|
|
|
$
|
271,948
|
|
|
$
|
844,781
|
|
|
$
|
810,448
|
|
Motive power
|
|
292,406
|
|
|
301,625
|
|
|
895,567
|
|
|
894,327
|
|
Total net sales
|
|
$
|
563,697
|
|
|
$
|
573,573
|
|
|
$
|
1,740,348
|
|
|
$
|
1,704,775
|
|
Intersegment sales
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
6,319
|
|
|
$
|
6,334
|
|
|
$
|
19,304
|
|
|
$
|
23,041
|
|
EMEA
|
|
22,086
|
|
|
17,537
|
|
|
66,186
|
|
|
59,999
|
|
Asia
|
|
6,285
|
|
|
8,205
|
|
|
18,070
|
|
|
20,937
|
|
Total intersegment sales
(1)
|
|
$
|
34,690
|
|
|
$
|
32,076
|
|
|
$
|
103,560
|
|
|
$
|
103,977
|
|
Operating earnings by segment
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
45,949
|
|
|
$
|
40,572
|
|
|
$
|
139,149
|
|
|
$
|
134,344
|
|
EMEA
|
|
20,435
|
|
|
16,525
|
|
|
57,268
|
|
|
54,218
|
|
Asia
|
|
3,984
|
|
|
1,568
|
|
|
11,741
|
|
|
1,388
|
|
Restructuring charges - Americas
|
|
—
|
|
|
(865
|
)
|
|
(892
|
)
|
|
(1,435
|
)
|
Inventory adjustment relating to exit activities - EMEA
|
|
502
|
|
|
—
|
|
|
(2,157
|
)
|
|
—
|
|
Restructuring and other exit credits (charges) - EMEA
|
|
1,153
|
|
|
(2,153
|
)
|
|
(3,663
|
)
|
|
(4,706
|
)
|
Restructuring charges - Asia
|
|
—
|
|
|
(186
|
)
|
|
(482
|
)
|
|
(910
|
)
|
Reversal of legal accrual, net of fees - Americas
|
|
—
|
|
|
—
|
|
|
—
|
|
|
799
|
|
Legal proceedings charge - EMEA
|
|
(17,000
|
)
|
|
—
|
|
|
(17,000
|
)
|
|
(4,000
|
)
|
Gain on sale of facility - Asia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,348
|
|
Total operating earnings
(2)
|
|
$
|
55,023
|
|
|
$
|
55,461
|
|
|
$
|
183,964
|
|
|
$
|
184,046
|
|
(1
)
Intersegment sales are presented on a cost-plus basis, which takes into consideration the effect of transfer prices between legal entities.
(2
)
The Company does not allocate interest expense or other (income) expense to the reportable segments.
15. Subsequent Events
On February 8, 2017, the Board of Directors approved a quarterly cash dividend of
$0.175
per share of common stock to be paid on March 31, 2017, to stockholders of record as of March 17, 2017.