ENPRO INDUSTRIES, INC
10-Ks and 10-Qs
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
FORM 10-K
_____________________________________________________
(Mark One)
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ý
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A
NNUAL
REPORT
PURSUANT
TO
S
ECTION
13
OR
15(
D
)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
|
For the fiscal year ended
December 31, 2013
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¨
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T
RANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(
D
)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
|
Commission File Number 001-31225
_____________________________________________________
ENPRO INDUSTRIES, INC.
(Exact name of registrant, as specified in its charter)
_____________________________________________________
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North Carolina
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01-0573945
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(State or other jurisdiction of incorporation)
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(I.R.S. employer identification no.)
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5605 Carnegie Boulevard, Suite 500,
Charlotte, North Carolina
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28209
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(Address of principal executive offices)
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(Zip code)
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(704) 731-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange
on which registered
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Common stock, $0.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
_____________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
ý
No
¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
¨
No
ý
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. Yes
ý
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
No
ý
The aggregate market value of voting and nonvoting common stock of the registrant held by non-affiliates of the registrant as of June 30, 2013 was $1,031,277,367. As of February 18, 2014, there were 21,213,991 shares of common stock of the registrant outstanding, which includes 201,750 shares of common stock held by a subsidiary of the registrant and accordingly are not entitled to be voted.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the 2014 annual meeting of shareholders are incorporated by reference into Part III.
TABLE OF CONTENTS
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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ENPRO INDUSTRIES, INC.
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ITEM 1.
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BUSINESS
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As used in this report, the terms “we,” “us,” “our,” “EnPro” and “Company” mean EnPro Industries, Inc. and its subsidiaries (unless the context indicates another meaning). The term “common stock” means the common stock of EnPro Industries, Inc., par value $0.01 per share. The terms “convertible debentures” and “debentures” mean the 3.9375% Convertible Senior Debentures due 2015 issued by the Company in October 2005.
Background
We are a leader in designing, developing, manufacturing, and marketing proprietary engineered industrial products. We serve a wide variety of customers in varied industries around the world. As of
December 31, 2013
, we had 62 primary manufacturing facilities located in 13 countries, including the United States. We were incorporated under the laws of the State of North Carolina on January 11, 2002, as a wholly owned subsidiary of Goodrich Corporation (“Goodrich”). The incorporation was in anticipation of Goodrich’s announced distribution of its Engineered Industrial Products segment to existing Goodrich shareholders. The distribution took place on May 31, 2002 (the “Distribution”).
Our sales by geographic region in
2013
,
2012
and
2011
were as follows:
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2013
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2012
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2011
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|||||||||
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(in millions)
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||||||||||
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United States
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$
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620.3
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$
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654.2
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$
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561.3
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Europe
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308.6
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305.0
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321.4
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|||||
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Other
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215.3
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225.0
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222.8
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|||||
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Total
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$
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1,144.2
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$
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1,184.2
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$
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1,105.5
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||
On June 5, 2010 (the “Petition Date”), three of our subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina as a result of tens of thousands of pending and expected future asbestos personal injury claims. For a discussion of the effects of these proceedings on our financial statements, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” and “– Contingencies, Subsidiary Bankruptcy” and “– Contingencies, Asbestos,” and Notes 18 and 19 to our Consolidated Financial Statements, included in this report. Because of the filing, the results of these subsidiaries have been deconsolidated from our results since the Petition Date. The deconsolidated entities had sales for the years ended December 31,
2013
,
2012
and
2011
as follows:
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2013
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2012
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2011
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|||||||||
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(in millions)
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||||||||||
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United States
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$
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122.8
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$
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123.6
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$
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122.5
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Europe
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21.2
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17.3
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19.4
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Other
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100.8
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99.2
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94.2
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Total
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$
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244.8
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$
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240.1
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$
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236.1
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We maintain an Internet website at www.enproindustries.com. We will make this annual report, in addition to our other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, available free of charge on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Our Corporate Governance Guidelines and the charters for each of our Board Committees (Audit and Risk Management, Compensation and Human Resources, Executive, and Nominating and Corporate Governance committees) are also available on our website, and copies of this information are available in print to any shareholder who requests it. Information included on or linked to our website is not incorporated by reference into this annual report.
1
Acquisitions and Dispositions
In January 2013, we acquired certain assets and assumed certain liabilities of a small distributor of industrial seals in Singapore which is managed as part of the Garlock operations in the Sealing Products segment. The acquisition was paid for with $2.0 million of cash.
In April 2012, the Company acquired Motorwheel Commercial Vehicle Systems, Inc. (“Motorwheel”). Motorwheel is a leading U.S. manufacturer of lightweight brake drums for heavy-duty trucks and other commercial vehicles. Motorwheel also sells wheel-end component assemblies for the heavy-duty market, sells fasteners for wheel-end applications and provides related services to its customers, including product development, testing and certification. The business operates manufacturing facilities in Chattanooga, Tennessee and Berea, Kentucky. Motorwheel is managed as part of the Stemco operations in the Sealing Products segment.
We paid for the Motorwheel acquisition with approximately $85 million of cash, which was funded by additional borrowings from our revolving credit facility. We allocated the purchase price of the business to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the identifiable assets acquired less the liabilities assumed was reflected as goodwill.
In August 2011, we acquired certain assets and assumed certain liabilities of PI Bearing Technologies, a privately held manufacturer of bearing blocks and other bearing products used in fluid power applications, and a distributor of high performance plain bearing products used in industrial applications. The business is located in Waukegan, Illinois and is part of our Engineered Products segment.
In July 2011, we acquired Tara Technologies Corporation (“Tara”), a privately-held company that offers highly engineered products and solutions to the semiconductor, aerospace, energy and medical markets. The business, part of our Sealing Products segment, has facilities in Daytona Beach, Florida, San Carlos, California and Singapore.
In February 2011, we acquired the Mid Western group of companies, a privately-owned business primarily serving the oil and gas drilling, production and processing industries of western Canada. Mid Western services and rebuilds reciprocating compressors, designs and installs lubrication systems, and services and repairs a variety of other equipment used in the oil and gas industry. The business has locations in Calgary, Edmonton and Grand Prairie, Alberta and is part of our Engineered Products segment.
In February 2011, we acquired the business of Pipeline Seal and Insulator, Inc. and its affiliates (“PSI”), a privately-owned group of companies that manufacture products for the safe flow of fluids through pipeline transmission and distribution systems worldwide. The PSI business primarily serves the global oil and gas industry and water and wastewater infrastructure markets. The business’s products include flange sealing and flange isolation products; pipeline casing spacers/isolators; casing end seals; the original Link-Seal
®
modular sealing system for sealing pipeline penetrations into walls, floors, ceilings and bulkheads; hole forming products; manhole infiltration sealing systems; and safety-related signage for pipelines. The business has manufacturing locations in the United States, Germany and the United Kingdom, and is part of our Sealing Products Segment.
In January 2011, we acquired certain assets and assumed certain liabilities of Rome Tool & Die, Inc., a leading supplier of steel brake shoes to the North American heavy-duty truck market. The business is part of our Sealing Products segment and is located in Rome, Georgia.
We paid for the acquisitions completed during 2011 with $228.2 million in cash, which included $99.2 million for the purchase of PSI. Additionally, there were approximately $2.2 million of acquisition-related costs recorded during 2011. We allocated the purchase prices of the acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase prices over the identifiable assets acquired less the liabilities assumed was reflected as goodwill.
Operations
We manage our business as three segments: a Sealing Products segment, which includes our sealing products, heavy-duty truck wheel end components, polytetrafluoroethylene (“PTFE”) products, and rubber products; an Engineered Products segment, which includes our bearings, aluminum blocks for hydraulic applications, and reciprocating compressor components; and, an Engine Products and Services segment, which manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. For financial information with respect to our business segments, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations,” and Note 17 to our Consolidated Financial Statements. Item 7 and Note 17 contain information about sales and profits for each segment, and Note 17 contains information about each segment’s assets.
2
Sealing Products Segment
Overview
. Our Sealing Products segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; resilient metal seals; elastomeric seals; hydraulic components; expansion joints; heavy-duty truck wheel-end component systems, including brake products; flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines; bellows and bellows assemblies; pedestals for semiconductor manufacturing; PTFE products; conveyor belting; and sheeted rubber products. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum extraction and refining, pulp and paper processing, heavy-duty trucking, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, aerospace, medical, filtration and semiconductor fabrication. In many of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in highly demanding applications, e.g., where extreme temperatures, extreme pressures, corrosive environments, strict tolerances, and/or worn equipment make product performance difficult.
Garlock Sealing Technologies LLC (“GST LLC”) is one of three of our subsidiaries that filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code on the Petition Date. GST LLC is one of the businesses within our broader Garlock group. GST LLC and its subsidiaries operate five primary facilities, including facilities in Palmyra, New York and Houston, Texas. Because GST LLC and its subsidiaries remain wholly-owned indirect subsidiaries of ours, we have continued to include their products, customers, competition, and raw materials in this segment discussion.
Products
. Our Sealing Products segment includes the product lines described below, which are designed, manufactured and sold by our Garlock, Stemco, and Technetics Group operations.
Gasket products are used for sealing flange joints in chemical, petrochemical and pulp and paper processing facilities where high pressures, high temperatures and corrosive chemicals create the need for specialized and highly engineered sealing products. We sell these gasket products under the Garlock
®
, Gylon
®
, Blue-Gard
®
, Stress-Saver
®
, Edge
®
, Graphonic
®
and Flexseal
®
brand names. These products have a long-standing reputation for performance and reliability within the industries we serve.
Dynamic elastomeric seals are used in rotating applications to contain the lubricants that protect the bearings from excessive friction and heat generation. Because these sealing products are utilized in dynamic applications, they are subject to wear. Durability, performance, and reliability are, therefore, critical requirements of our customers. These rotary seals are used in demanding applications in the steel industry, mining and pulp and paper processing under well-known brand names including Klozure
®
and Model 64
®
.
Dynamic bearing isolator seals are used in power transmission systems to contain lubricants within bearing housings while also preventing contamination ingress. Bearing isolators provide users long-life sealing due to the non-contact seal design, and therefore are used in many OEM electric motors and gear boxes. GST LLC continues to innovate and build a patent portfolio of bearing isolator products. Its well-known brands include GUARDIAN
™
, ISO-GARD
™
, EnDuro
™
and SGi
™
.
Gar-Seal
®
brand PTFE lined butterfly valves are used to control the flow of corrosive, abrasive or toxic media in the Chemical Processing Industry.
Compression packing is used to provide sealing in pressurized, static and dynamic applications such as pumps and valves. Major markets for compression packing products are the pulp and paper, mining, petrochemical and hydrocarbon processing industries. Branded products for these markets include EVSP™, Synthepak
®
and Graph-lock
®
.
Critical service flange gaskets, seals and electrical flange isolation kits are used in high-pressure wellhead equipment, flow lines, water injection lines, sour hydrocarbon process applications and crude oil and natural gas pipeline/transmission line applications. These products are sold under the brand names Pikotek
®
, VCS/LineSeal
®
, VCFS™, Flowlok™, PGE™, LineBacker
®
, LineBacker
®
61™ NSF, GasketSeal
®
and ElectroStop
®
. Additional products for pipeline wall penetration sealing systems are supplied to water, construction and infrastructure industries under the Link-Seal
®
and Century-Line
®
brand names.
Our rubber products business manufactures rubber bearing pads, conveyor belts and other rubber products for industrial applications under the DuraKing
®
, FlexKing
®
, Viblon™, Techflex™ and HeatKing™ brand names.
The Technetics Group manufactures engineered seals, components, assemblies, and sub-systems custom-designed for high performance and extreme applications in the semiconductor, aerospace, power generation, nuclear, oil and gas, medical and other industries. Customer applications range from nuclear reactor pressure vessels to jet engines to down-hole oil and gas drilling. Products include a wide variety of metallic seals, elastomeric seals, polymer shapes, acoustic media, accumulators, bellows, burst discs, electrostatic chuck pedestals, high performance coatings, advanced assemblies, PTFE tapes and machined
3
components. Service solutions include coating, texturing, testing, and refurbishment. Branded products for Technetics Group include Helicoflex
®
, Ultraflex
®
, Feltmetal
®
, Plastolon
®
, Texolon
®
, Belfab
®
, and CefilAir
®
.
Stemco manufactures a variety of high performance wheel-end, steering, suspension and braking components used by the heavy-duty trucking industry to improve the performance and longevity of commercial tractors and trailers. Products for this market include hub oil seals, axle fasteners, hub caps, wheel bearings, mileage counters, king pin kits, suspension kits, brake friction, lightweight brake drums, foundation brake parts and automatic brake adjusters. We sell these sealing products under the Stemco
®
, Stemco Kaiser
®
, Grit Guard
®
, Guardian
®
, Guardian HP
®
, Voyager
®
, Discover
®
, Endeavor™, Pro-Torq
®
, Sentinel
®
, DataTrac
®
, Qwikkit™, Pluskit™, Econokit™, Stemco Duroline™, Stemco Crewson™, VANFASTIC
®
, AERIS™, and Centrifuse
®
brand names. Stemco also sells products under its sensor-based BAT RF
®
product line.
Customers
. Our Sealing Products segment sells products to industrial agents and distributors, original equipment manufacturers (“OEMs”), engineering and construction firms and end users worldwide. Sealing products are offered to global customers, with approximately 40% of sales delivered to customers outside the United States in
2013
. Representative customers include Saudi Aramco, Motion Industries, Applied Industrial Technologies, Electricite de France, AREVA, Bayer, BASF Corporation, Chevron, General Electric Company, Georgia-Pacific Corporation, Eastman Chemical Company, Exxon Mobil Corporation, Minara Resources, Queensland Alumina, AK Steel Corporation, Volvo Corporation, Utility Trailer, Great Dane, Mack Trucks, International Truck, PACCAR, ConMet, Applied Materials, Carlisle Interconnect Technologies, Schlumberger, China Nuclear Power Engineering Company Ltd., and Flextronics. In
2013
, no single customer accounted for more than 7% of segment revenues.
Competition
. Competition in the sealing markets we serve is based on proven product performance and reliability, as well as price, customer service, application expertise, delivery terms, breadth of product offering, reputation for quality, and the availability of product. Our leading brand names, including Garlock
®
and Stemco
®
, have been built upon long-standing reputations for reliability and durability. In addition, the breadth, performance and quality of our product offerings allow us to achieve premium pricing and have made us a preferred supplier among our agents and distributors. We believe that our record of product performance in the major markets in which this segment operates is a significant competitive advantage for us. Major competitors include A.W. Chesterton Company, Klinger Group, Teadit, Lamons, SIEM/Flexitallic, SKF USA Inc., Federal-Mogul Corporation, Saint-Gobain, Eaton Corporation, Parker Hannifin Corporation, and Miropro Co. Ltd.
Raw Materials and Components
. Our Sealing Products segment uses PTFE resins, aramid fibers, specialty elastomers, elastomeric compounds, graphite and carbon, common and exotic metals, cold-rolled steel, leather, aluminum die castings, nitrile rubber, powdered metal components, and various fibers and resins. We believe all of these raw materials and components are readily available from various suppliers.
Engineered Products Segment
Overview
. Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling bearing products, aluminum blocks for hydraulic applications, and compressor components.
Products
. Our Engineered Products segment includes the product lines described below, which are designed, manufactured and sold by our GGB and Compressor Products International businesses.
GGB produces self-lubricating, non-rolling, metal polymer, solid polymer, and filament wound bearing products and aluminum bushing blocks for hydraulic applications. The metal-backed or epoxy-backed bearing surfaces are made of PTFE or a mixture that includes PTFE to provide maintenance-free performance and reduced friction. These products typically perform as sleeve bearings or thrust washers under conditions of no lubrication, minimal lubrication or pre-lubrication. These products are used in a wide variety of markets such as the automotive, pump and compressor, construction, power generation and general industrial markets. GGB has over 20,000 bearing part numbers of different designs and physical dimensions. GGB is a leading and well recognized brand name and sells products under the DU
®
, DP
®
, DX
®
, DS™, HX™, EP™, SY™ and GAR-MAX™ names.
Compressor Products International designs, manufactures and services components for reciprocating compressors and engines. These components, which include, for example, packing and wiper assemblies and rings, piston and rider rings, compressor valve assemblies, divider block valves, compressor monitoring systems, lubrication systems and related components, are utilized primarily in the refining, petrochemical, natural gas gathering, storage and transmission, and general industrial markets. Brand names for our products include Hi-Flo™, Valvealert™, Mentor™, Triple Circle™, CPI Special Polymer Alloys™, Twin Ring™, Liard™, Pro Flo™, Neomag™, CVP™, XDC™, POPR™ and Protecting Compressor World Wide™.
4
Customers
. Our Engineered Products segment sells its products to a diverse customer base using a combination of direct sales and independent distribution networks worldwide, with approximately 73% of sales delivered to customers outside the United States in
2013
. GGB has customers worldwide in all major industrial sectors, and supplies products directly to customers through GGB’s own local distribution system and indirectly to the market through independent agents and distributors with their own local networks. Compressor Products International sells its products and services globally through a network of company salespersons, independent sales representatives, distributors and service centers. In
2013
, no single customer accounted for more than 3% of segment revenues.
Competition
. GGB has a number of competitors, including Kolbenschmidt Pierburg AG, Saint-Gobain’s Norglide division, and Federal-Mogul Corporation. In the markets in which GGB competes, competition is based primarily on performance of the product for specific applications, product reliability, delivery and price. Compressor Products International competes against other component manufacturers, such as Cook Compression, Hoerbiger Corporation, Graco and numerous smaller component manufacturers worldwide. Price, availability, product quality, engineering support and reliability are the primary competitive drivers in the markets served by Compressor Products International.
Raw Materials and Components
. GGB’s major raw material purchases include steel coil, bronze powder, bronze coil and PTFE. GGB sources components from a number of external suppliers. Compressor Products International’s major raw material purchases include PTFE, PEEK, compound additives, cast iron, bronze, steel, and stainless steel bar stock. We believe all of these raw materials and components are readily available from various suppliers.
Engine Products and Services Segment
Overview
. Our Engine Products and Services segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. We market these products and services under the Fairbanks Morse Engine™ brand name.
Products
. Our Engine Products and Services segment manufactures licensed heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, in addition to its own designs. The reciprocating engines range in size from 700 to 31,970 horsepower and from five to 20 cylinders. The government and the general industrial market for marine propulsion, power generation, and pump and compressor applications use these products. We have been building engines for over 115 years under the Fairbanks Morse Engine™ brand name and we have a large installed base of engines for which we supply aftermarket parts and service. We have been the U.S. Navy’s supplier of choice for medium-speed diesel engines and have supplied engines to the U.S. Navy for over 70 years.
Customers
. Our Engine Products and Services segment sells its products and services to customers worldwide, including major shipyards, municipal utilities, institutional and industrial organizations, sewage treatment plants, nuclear power plants and offshore oil and gas platforms, with approximately 4% of sales delivered to customers outside the United States in
2013
. We market our products through a direct sales force of engineers in North America and through independent agents worldwide. Our representative customers include Northrop Grumman, General Dynamics, Lockheed Martin, the U.S. Navy, the U.S. Coast Guard, Toshiba America Nuclear Energy Corp., and Exelon. In
2013
, the largest customer accounted for approximately 21% of segment revenues.
Competition
. Major competitors for our Engine Products and Services segment include MTU, Caterpillar Inc., and Wartsila Corporation. Price, delivery time, engineering and service support, and engine efficiency relating to fuel consumption and emissions drive competition.
Raw Materials and Components
. Our Engine Products and Services segment purchases multiple ferrous and non-ferrous castings, forgings, plate stock and bar stock for fabrication and machining into engines. In addition, we buy a considerable amount of precision-machined engine components. We believe all of these raw materials and components are readily available from various suppliers, but may be subject to long and variable lead times.
Research and Development
The goal of our research and development effort is to strengthen our product portfolios for traditional markets while simultaneously creating distinctive and breakthrough products. We utilize a process to move product innovations from concept to commercialization, and to identify, analyze, develop and implement new product concepts and opportunities aimed at business growth.
We employ scientists, engineers and technicians throughout our operations to develop, design and test new and improved products. We work closely with our customers to identify issues and develop technical solutions. The majority of our research and development spending typically is directed toward the development of new sealing products for the most demanding
5
environments, the development of truck and trailer fleet information systems, the development of bearing products and materials with increased load carrying capability and superior friction and wear characteristics, and the development of engine products to meet current and future emissions requirements while improving fuel efficiencies.
Backlog
At
December 31, 2013
, we had a backlog of orders valued at $293.8 million compared with $288.9 million at
December 31, 2012
. Approximately 8% of the backlog, almost exclusively at Fairbanks Morse Engine, is expected to be filled beyond 2014. Backlog represents orders on hand we believe to be firm. However, there is no certainty the backlog orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance because of our short lead times and some seasonality.
Quality Assurance
We believe product quality is among the most important factors in developing and maintaining strong, long-term relationships with our customers. In order to meet the exacting requirements of our customers, we maintain stringent standards of quality control. We routinely employ in-process inspection by using testing equipment as a process aid during all stages of development, design and production to ensure product quality and reliability. These include state-of-the-art CAD/CAM equipment, statistical process control systems, laser tracking devices, failure mode and effect analysis, and coordinate measuring machines. We are able to extract numerical quality control data as a statistical measurement of the quality of the parts being manufactured from our CNC machinery. In addition, we perform quality control tests on parts that we outsource. As a result, we are able to significantly reduce the number of defective parts and therefore improve efficiency, quality and reliability.
As of
December 31, 2013
,
44
of our manufacturing facilities were ISO 9000, QS 9000 and/or TS 16949 certified. Twenty-one of our facilities are ISO 14001 certified. OEMs are increasingly requiring these standards in lieu of individual certification procedures and as a condition of awarding business.
Patents, Trademarks and Other Intellectual Property
We maintain a number of patents and trademarks issued by the U.S. and other countries relating to the name and design of our products and have granted licenses to some of these patents and trademarks. We routinely evaluate the need to protect new and existing products through the patent and trademark systems in the U.S. and other countries. We also have unpatented proprietary information, consisting of know-how and trade secrets relating to the design, manufacture and operation of our products and their use. We do not consider our business as a whole to be materially dependent on any particular patent, patent right, trademark, trade secret or license granted or group of related patents, patent rights, trademarks, trade secrets or licenses granted.
In general, we are the owner of the rights to the products that we manufacture and sell. However, we also license patented and other proprietary technology and processes from various companies and individuals in order to broaden our product offerings. We are dependent on the ability of these third parties to diligently protect their intellectual property rights. In several cases, the intellectual property licenses are integral to the manufacture of our products. For example, Fairbanks Morse Engine licenses technology from MAN Diesel and its subsidiaries for certain of the four-stroke reciprocating engines it produces. The terms of the licenses varies by engine type, with one set of licenses set to expire in 2014 currently in the process of being renewed for a multi-year period, while licenses for the remaining engine types have terms, subject to potential renewal, expiring in 2018 or 2019. A loss of these licenses or a failure on the part of the licensor to protect its own intellectual property could reduce our revenues. These licenses are subject to renewal and it is possible we may not successfully renegotiate these licenses or they could be terminated for a material breach. If this were to occur, our business, financial condition, results of operations and cash flows could be adversely affected.
Employees and Labor Relations
We currently have approximately 4,600 employees worldwide in our continuing operations. Approximately 2,400 employees are located within the U.S., and approximately 2,200 employees are located outside the U.S., primarily in Europe, Canada and China. Approximately 13% of our U.S. employees are members of trade unions covered by three collective bargaining agreements with contract termination dates from August 2014 to January 2018. Union agreements relate, among other things, to wages, hours, and conditions of employment. The wages and benefits furnished are generally comparable to industry and area practices. Our deconsolidated subsidiaries, primarily GST LLC, have about 1,000 additional employees worldwide.
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ITEM 1A.
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RISK FACTORS
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In addition to the risks stated elsewhere in this annual report, set forth below are certain risk factors that we believe are material. If any of these risks occur, our business, financial condition, results of operations, cash flows and reputation could be harmed. You should also consider these risk factors when you read “forward-looking statements” elsewhere in this report. You can identify forward-looking statements by terms such as “may,” “hope,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of those terms or other comparable terms. Those forward-looking statements are only predictions and can be adversely affected if any of these risks occur.
Risks Related to Our Business
Certain of our subsidiaries filed petitions to resolve asbestos litigation.
The historical business operations of certain subsidiaries of our subsidiary, Coltec Industries Inc (“Coltec”), principally GST LLC and The Anchor Packing Company (“Anchor”), have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing products, which contained encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec. There is no remaining insurance coverage available to Anchor and it has no assets. Our subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers has been actively managed through another Coltec subsidiary, Garrison Litigation Management Group, Ltd. (“Garrison,” collectively with GST LLC and Anchor, “GST”). On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the “Bankruptcy Court”) to address these claims. These subsidiaries have been deconsolidated from our financial statements since the Petition Date. The amount that will be necessary to fully and finally resolve the asbestos liabilities of these companies is uncertain. Several risks and uncertainties result from these filings that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Those risks and uncertainties include the following:
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possible changes in the value of the deconsolidated subsidiaries reflected in our financial statements
. Our investment in GST is subject to periodic reviews for impairment. To estimate the fair value, the Company considers many factors and uses both discounted cash flow and market valuation approaches. The Company does not adjust the assumption about asbestos claims values from the amount reflected in the liability it recorded prior to the deconsolidation. The asbestos claims value will be determined in the Chapter 11 process, either through negotiations with claimant representatives or, absent a negotiated resolution, by the Bankruptcy Court after contested proceedings, and accordingly adverse developments with respect to the terms of the resolution of such claims may materially adversely affect the value of our investment in GST;
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the uncertainty of the number and per claim value of pending and potential future asbestos claims.
On the Petition Date, according to Garrison, there were more than 90,000 total claims pending against GST LLC, of which approximately 5,800 were claims alleging the disease mesothelioma. Based on discovery in the Chapter 11 proceedings, GST has learned that more than 1,900 of those claims were not, in fact, pending mesothelioma claims. As a result of the initiation of the Chapter 11 proceedings, the resolution of asbestos claims is subject to the jurisdiction of the Bankruptcy Court and the filing of the Chapter 11 cases automatically stayed the prosecution of pending asbestos bodily injury and wrongful death lawsuits, and initiation of new such lawsuits, against GST. An estimation trial for the purpose of estimating the number and value of allowed mesothelioma claims for plan feasibility purposes commenced on July 22, 2013 and concluded on August 22, 2013. GST, on the one hand, and the claimants’ representatives, on the other hand, proposed different approaches to estimating allowed asbestos personal injury claims against GST, and the Bankruptcy Court ruled that each could present its proposed approach. GST offered a merits-based approach that focused on its legal defenses to liability and took account of claimants’ recoveries from other sources, including trusts established in Chapter 11 cases filed by GST’s co-defendants, in estimating potential future recoveries by claimants from GST. The claimants’ representatives offered a settlement-based theory of estimation. On January 10, 2014, Bankruptcy Judge George Hodges announced his estimation decision. Citing with approval the methodology put forth by GST at trial, the judge determined that $125 million is the amount sufficient to satisfy GST's liability for present and future mesothelioma claims. The judge's liability determination is for mesothelioma claims only. The court has not yet determined amounts for GST's liability for other asbestos claims and for administrative costs that would be required to review and process claims and payments, which will increase that $125 million amount. Our recorded asbestos liability as of the Petition Date was $472.1 million. Neither we nor GST has endeavored to update the estimate since the Petition Date except as necessary to reflect payments of accrued fees and the disposition of cases on appeal. As a result of those necessary updates, the liability estimate as of
December 31, 2013
was $466.8 million. In
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7
each asbestos-driven Chapter 11 case that has been resolved previously, the amount of the debtor’s liability has been determined as part of a consensual plan of reorganization agreed to by the debtor and its creditors, including asbestos claimants and a representative of potential future claimants. GST does not believe that there is a reliable process by which an estimate of such a resolution can be made and therefore believes that there is no basis upon which it can revise the estimate last updated prior to the Petition Date;
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the financial viability of our subsidiaries’ insurance carriers and their reinsurance carriers, and our subsidiaries’ ability to collect on claims from them.
Agreements with certain of these insurance carriers and the terms of applicable policies define specific annual amounts to be paid or limit the amount that can be recovered in any one year, and accordingly substantial insurance payments for submitted claims have been deferred and are payable in installments through 2018, and an additional $36.9 million of other insurance payments may be payable only upon the conclusion of the bankruptcy process;
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the potential for asbestos exposure to extend beyond the filed entities arising from corporate veil piercing efforts or other claims by asbestos plaintiffs.
During the course of the proceedings before the bankruptcy court, the claimant representatives have asserted that affiliates of GST, including the Company and Coltec, should be held responsible for the asbestos liabilities of GST under various theories of derivative corporate responsibility including veil-piercing and alter ego. Claimant representatives filed a motion with the bankruptcy court asking for permission to sue us based on those theories. In a decision dated June 7, 2012, the bankruptcy court denied the claimant representatives’ motion without prejudice, thereby potentially allowing the representatives to re-file the motion; and
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•
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the costs of the bankruptcy proceeding and the length of time necessary to resolve the case, either through settlement or various court proceedings.
Through
December 31, 2013
, GST has recorded Chapter 11 case-related fees and expenses totaling $102.0 million.
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For a further discussion of the filings and the asbestos exposure of our subsidiaries, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Outlook,” “– Contingencies – Asbestos” and “– Contingencies – Subsidiary Bankruptcy,” and Notes 18 and 19 to our Consolidated Financial Statements, included in this report.
Our business and some of the markets we serve are cyclical and distressed market conditions could have a material adverse effect on our business.
The markets in which we sell our products, particularly chemical companies, petroleum refineries, heavy-duty trucking, semiconductor manufacturing, capital equipment and the automotive industry, are, to varying degrees, cyclical and have historically experienced periodic downturns. Prior downturns have been characterized by diminished product demand, excess manufacturing capacity and subsequent erosion of average selling prices in these markets resulting in negative effects on our net sales, gross margins and net income. The recent recession affected our results of operations. A prolonged and severe downward cycle in our markets could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We face intense competition that could have a material adverse effect on our business.
We encounter intense competition in almost all areas of our businesses. Customers for many of our products are attempting to reduce the number of vendors from which they purchase in order to reduce inventories. To remain competitive, we need to invest continuously in manufacturing, marketing, customer service and support and our distribution networks. We also need to develop new products to continue to meet the needs and desires of our customers. We may not have sufficient resources to continue to make such investments or maintain our competitive position. Additionally, some of our competitors are larger than we are and have substantially greater financial resources than we do. As a result, they may be better able to withstand the effects of periodic economic downturns. Certain of our products may also experience transformation from unique branded products to undifferentiated price sensitive products. This product commoditization may be accelerated by low cost foreign competition. Changes in the replacement cycle of certain of our products, including because of improved product quality or improved maintenance, may affect aftermarket demand for such products. Initiatives designed to distinguish our products through superior service, continuous improvement, innovation, customer relationships, technology, new product acquisitions, bundling with key services, long-term contracts or market focus may not be effective. Pricing and other competitive pressures could adversely affect our business, financial condition, results of operations and cash flows.
If we fail to retain the independent agents and distributors upon whom we rely to market our products, we may be unable to effectively market our products and our revenue and profitability may decline.
Our marketing success in the U.S. and abroad depends largely upon our independent agents’ and distributors’ sales and service expertise and relationships with customers in our markets. Many of these agents have developed strong ties to existing
8
and potential customers because of their detailed knowledge of our products. A loss of a significant number of these agents or distributors, or of a particular agent or distributor in a key market or with key customer relationships, could significantly inhibit our ability to effectively market our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Increased costs for raw materials, the termination of existing supply agreements or disruptions of our supply chain could have a material adverse effect on our business.
The prices for some of the raw materials we purchase increased in
2013
. While we have been successful in passing along some or all of these higher costs, there can be no assurance we will be able to continue doing so without losing customers. Similarly, the loss of a key supplier or the unavailability of a key raw material could adversely affect our business, financial condition, results of operations and cash flows.
Reductions in the U.S. Navy’s requirements for engines offered by Fairbanks Morse Engine could materially adversely affect the results of our Engine Products and Services segment.
Sales of new engines to the U.S. Navy by our Engine Products and Services segment, which have been a significant component of that segment’s revenues, are based on the U.S. Navy’s long-term ship-building programs. We currently anticipate that the U.S. Navy’s requirements for new engines of this type are likely to decline, which decline may be exacerbated by any curtailment in military budgets affecting the U.S. Navy’s ship-building programs. Unless we are able to develop alternative markets for new engines, any such decline in demand from the U.S. Navy could materially adversely affect the results of our Engine Products and Services segment.
We have exposure to some contingent liabilities relating to previously owned businesses, which could have a material adverse effect on our financial condition, results of operations or cash flows in any fiscal period.
We have contingent liabilities related to previously owned businesses of our predecessors, including environmental liabilities and liabilities for certain products and other matters. In some instances we have indemnified others against those liabilities, and in other instances we have received indemnities from third parties against those liabilities.
Claims could arise relating to products or other matters related to our discontinued operations. Some of these claims could seek substantial monetary payments. For example, we could potentially be subject to the liabilities related to environmental liabilities associated with the pre-1983 operations of Crucible Steel Corporation a/k/a Crucible, Inc., and for the firearms manufactured prior to March 1990 by Colt Firearms, a former operation of Coltec, for electrical transformers manufactured prior to May 1994 by Central Moloney, another former Coltec operation. Coltec has ongoing obligations with regard to workers compensation, retiree medical and other retiree benefit matters associated with discontinued operations in connection with Coltec’s periods of ownership of those operations.
We have insurance, reserves, and funds held in trust to address some of these liabilities. However, if our insurance coverage is depleted, our reserves are not adequate, or the funds held in trust are insufficient, environmental and other liabilities relating to discontinued operations could have a material adverse effect on our financial condition, results of operations and cash flows.
We conduct a significant amount of our sales activities outside of the U.S., which subjects us to additional business risks that may cause our profitability to decline.
Because we sell our products in a number of foreign countries, we are subject to risks associated with doing business internationally. In
2013
, we derived approximately 46% of our revenues from sales of our products outside of the U.S. Our international operations are, and will continue to be, subject to a number of risks, including:
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unfavorable fluctuations in foreign currency exchange rates;
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adverse changes in foreign tax, legal and regulatory requirements;
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difficulty in protecting intellectual property;
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trade protection measures and import or export licensing requirements;
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cultural norms and expectations that may sometimes be inconsistent with our Code of Conduct and our requirements about the manner in which our employees, agents and distributors conduct business;
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differing labor regulations;
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political and economic instability, including instabilities associated with European sovereign debt uncertainties and the future continuity of membership of the European Union; and
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acts of hostility, terror or war.
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Any of these factors, individually or together, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our operations outside the United States require us to comply with a number of United States and international regulations. For example, our operations in countries outside the United States are subject to the Foreign Corrupt Practices Act (the “FCPA”), which prohibits United States companies or their agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. Our activities in countries outside the United States create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA, even though these parties are not always subject to our control. We have internal control policies and procedures and have implemented training and compliance programs with respect to the FCPA. However, we cannot assure that our policies, procedures and programs always will protect us from reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.
We intend to continue to pursue international growth opportunities, which could increase our exposure to risks associated with international sales and operations. As we expand our international operations, we may also encounter new risks that could adversely affect our revenues and profitability. For example, as we focus on building our international sales and distribution networks in new geographic regions, we must continue to develop relationships with qualified local agents, distributors and trading companies. If we are not successful in developing these relationships, we may not be able to increase sales in these regions.
Failure to properly manage these risks could adversely affect our business, financial condition, results of operations and cash flows.
If we are unable to protect our intellectual property rights and knowledge relating to our products, our business and prospects may be negatively impacted.
We believe that proprietary products and technology are important to our success. If we are unable to adequately protect our intellectual property and know-how, our business and prospects could be negatively impacted. Our efforts to protect our intellectual property through patents, trademarks, service marks, domain names, trade secrets, copyrights, confidentiality, non-compete and nondisclosure agreements and other measures may not be adequate to protect our proprietary rights. Patents issued to third parties, whether before or after the issue date of our patents, could render our intellectual property less valuable. Questions as to whether our competitors’ products infringe our intellectual property rights or whether our products infringe our competitors’ intellectual property rights may be disputed. In addition, intellectual property rights may be unavailable, limited or difficult to enforce in some jurisdictions, which could make it easier for competitors to capture market share in those jurisdictions.
Our competitors may capture market share from us by selling products that claim to mirror the capabilities of our products or technology. Without sufficient protection nationally and internationally for our intellectual property, our competitiveness worldwide could be impaired, which would negatively impact our growth and future revenue. As a result, we may be required to spend significant resources to monitor and police our intellectual property rights.
We have made and expect to continue to make acquisitions, which could involve certain risks and uncertainties.
We expect to continue to make acquisitions in the future. Acquisitions involve numerous inherent challenges, such as properly evaluating acquisition opportunities, properly evaluating risks and other diligence matters, ensuring adequate capital availability and balancing other resource constraints. There are risks and uncertainties related to acquisitions, including: difficulties integrating acquired technology, operations, personnel and financial and other systems; unrealized sales expectations from the acquired business; unrealized synergies and cost savings; unknown or underestimated liabilities; diversion of management attention from running our existing businesses and potential loss of key management employees of the acquired business. In addition, internal controls over financial reporting of acquired companies may not be up to required standards. Our integration activities may place substantial demands on our management, operational resources and financial
10
and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our business could be materially adversely affected by numerous other risks, including rising healthcare costs, changes in environmental laws and unforeseen business interruptions.
Our business may be negatively impacted by numerous other risks. For example, medical and healthcare costs may continue to increase. Initiatives to address these costs, such as consumer driven health plan packages, may not successfully reduce these expenses as needed. Failure to offer competitive employee benefits may result in our inability to recruit or maintain key employees. Other risks to our business include potential changes in environmental rules or regulations, which could negatively impact our manufacturing processes. Use of certain chemicals and other substances could become restricted or such changes may otherwise require us to incur additional costs which could reduce our profitability and impair our ability to offer competitively priced products. Additional risks to our business include global or local events which could significantly disrupt our operations. Terrorist attacks, natural disasters, political insurgencies, pandemics, information system failures, cybersecurity breaches, and electrical grid disruptions and outages are some of the unforeseen risks that could negatively affect our business, financial condition, results of operations and cash flows.
Risks Related to Ownership of Our Common Stock
The market price and trading volume of our common stock may be volatile.
A relatively small number of shares traded in any one day could have a significant effect on the market price of our common stock. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this section and elsewhere in this report or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability.
Because our quarterly revenues and operating results may vary significantly in future periods, our stock price may fluctuate.
Our revenue and operating results may vary significantly from quarter to quarter. A high proportion of our costs are fixed, due in part to significant selling and manufacturing costs. Small declines in revenues could disproportionately affect operating results in a quarter and the price of our common stock may fall. We may also incur charges to income to cover increases in the estimate of our subsidiaries’ future asbestos liability. Other factors that could affect quarterly operating results include, but are not limited to:
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demand for our products;
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the timing and execution of customer contracts;
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the timing of sales of our products;
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increases in manufacturing costs due to equipment or labor issues;
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changes in foreign currency exchange rates;
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changes in applicable tax rates;
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an impairment in the value of our investment in GST;
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an impairment of goodwill at our CPI reporting unit or other business;
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unanticipated delays or problems in introducing new products;
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announcements by competitors of new products, services or technological innovations;
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changes in our pricing policies or the pricing policies of our competitors;
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increased expenses, whether related to sales and marketing, raw materials or supplies, product development or administration;
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major changes in the level of economic activity in major regions of the world in which we do business;
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costs related to possible future acquisitions or divestitures of technologies or businesses;
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an increase in the number or magnitude of product liability claims;
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our ability to expand our operations and the amount and timing of expenditures related to expansion of our operations, particularly outside the U.S.; and
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economic assumptions and market factors used to determine post-retirement benefits and pension liabilities.
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Various provisions and laws could delay or prevent a change of control.
The anti-takeover provisions of our articles of incorporation and bylaws and provisions of North Carolina law could delay or prevent a change of control or may impede the ability of the holders of our common stock to change our management. In particular, our articles of incorporation and bylaws, among other things:
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require a supermajority shareholder vote to approve any business combination transaction with an owner of 5% or more of our shares unless the transaction is recommended by disinterested directors;
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limit the right of shareholders to remove directors and fill vacancies;
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regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings; and
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authorize our board of directors to issue preferred stock in one or more series, without shareholder approval.
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Future sales of our common stock in the public market could lower the market price for our common stock and adversely impact the trading price of our convertible debentures.
In the future, we may sell additional shares of our common stock to raise capital. In addition, a reasonable number of shares of our common stock are reserved for issuance under our equity compensation plans, including shares to be issued upon the exercise of stock options, vesting of restricted stock or unit grants, and upon conversion of our convertible debentures. We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock. The issuance and sales of substantial amounts of common stock, or the perception that such issuances and sales may occur, could adversely affect the trading price of the debentures and the market price of our common stock.
Absence of dividends could reduce our attractiveness to investors.
We have never declared or paid cash dividends on our common stock. Moreover, our current senior secured credit facility restricts our ability to pay cash dividends on common stock if availability under the facility falls below $20 million. As a result, our common stock may be less attractive to certain investors than the stock of companies with a history of paying regular dividends.
Risks Related to Our Capital Structure
Our debt agreement imposes limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities.
We have a senior secured revolving credit facility that imposes limitations on our operations, such as limitations on distributions, limitations on incurrence and repayment of indebtedness, and maintenance of a fixed charge coverage financial ratio if average monthly availability is less than certain thresholds. These limitations could impede our ability to respond to market conditions, address unanticipated capital investment needs and/or pursue business opportunities.
We may not have sufficient cash to fund amounts payable upon a conversion of our convertible debentures or to repurchase the debentures at the option of the holder upon a change of control.
Our convertible debentures mature on October 15, 2015. The debentures are subject to conversion when one or more of the conversion conditions specified in the indenture governing the debentures are satisfied. Upon a conversion, we will be required to make a cash payment of up to $1,000 for each $1,000 in principal amount of debentures converted. One of these conversion conditions is based on the trading price of our common stock. The debentures become subject to conversion in the succeeding quarter, upon notice by the holders, when the closing price per share of our common stock exceeds $43.93, or 130% of the conversion price of $33.79, for at least twenty (20) trading days during the last thirty (30) consecutive trading days of any calendar quarter (such amounts are subject to adjustment for specified events as set forth in the indenture). This conversion condition was satisfied at December 31, 2013.
In addition, upon a change of control, subject to certain conditions, we will be required to make an offer to repurchase for cash all outstanding convertible debentures at 100% of their principal amount plus accrued and unpaid interest, including liquidated damages, if any, up to but not including the date of repurchase. However, we may not have enough available cash or be able to obtain financing at the time we are required to settle converted debentures or make repurchases of tendered debentures. Any credit facility in place at the time of a repurchase or conversion of the debentures may also limit our ability to
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use borrowings to pay any cash payable on a repurchase or conversion of the debentures and may prohibit us from making any cash payments on the repurchase or conversion of the debentures if a default or event of default has occurred under that facility without the consent of the lenders under that credit facility. Our current $175 million senior secured credit facility prohibits distributions from our subsidiaries to us to make payments of principal or interest on the debentures or payments upon conversion of the debentures and prohibits prepayments of the debentures, in each case if a default or event of default exists or if our subsidiaries identified as borrowers under the facility fail to have either (a) pro forma average borrowing availability under the facility greater than the greater of (i) the lesser of 25% of (A) the available borrowing base or (B) the aggregate commitments of the lenders under the credit facility or (ii) $20 million or (b) (i) pro forma average borrowing availability under the facility greater than the greater of (A) the lesser of 20% of (I) the available borrowing base or (II) the aggregate commitments of the lenders under the credit facility or (B) $17.5 million, and (ii) a pro forma fixed charge coverage ratio that is greater than 1.0 to 1.0. Our failure to repurchase tendered debentures at a time when the repurchase is required by the indenture or to pay any cash payable on a conversion of the debentures would constitute a default under the indenture. A default under the indenture or the change of control itself could lead to a default under the other existing and future agreements governing our indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the debentures or make cash payments upon conversion thereof.
Derivative transactions may expose us to unexpected risk and potential losses.
We are party to certain derivative transactions, such as foreign exchange forward contracts and call options (hedge and warrant transactions) with respect to our convertible debentures, with financial institutions to hedge against certain financial risks. In light of current economic uncertainty and potential for financial institution failures, we may be exposed to the risk that our counterparty in a derivative transaction may be unable to perform its obligations as a result of being placed in receivership or otherwise. In the event a counterparty to a material derivative transaction is unable to perform its obligations thereunder, we may experience losses material to our results of operations and financial condition.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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Not applicable.
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ITEM 2.
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PROPERTIES
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We are headquartered in Charlotte, North Carolina and have 62 primary manufacturing facilities in 13 countries, including the U.S. The following table outlines the location, business segment and size of our largest facilities, along with whether we own or lease each facility:
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Location
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Segment
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Owned/
Leased
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Size
(Square Feet)
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U.S.
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Palmyra, New York*
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Sealing Products
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Owned
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690,000
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Berea, Kentucky
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Sealing Products
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Owned
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240,000
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Longview, Texas
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Sealing Products
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Owned
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219,000
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Rome, Georgia
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Sealing Products
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Leased
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160,000
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Paragould, Arkansas
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Sealing Products
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Owned
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142,000
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Thorofare, New Jersey
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Engineered Products
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Owned
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120,000
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Beloit, Wisconsin
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Engine Products and Services
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Owned
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433,000
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Foreign
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Mexico City, Mexico*
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Sealing Products
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Owned
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131,000
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Neuss, Germany
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Sealing Products
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Leased
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146,000
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Saint Etienne, France
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Sealing Products
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Owned
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108,000
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Annecy, France
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Engineered Products
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Owned
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196,000
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Heilbronn, Germany
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Engineered Products
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Owned
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127,000
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Sucany, Slovakia
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Engineered Products
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Owned
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109,000
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13
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*
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These facilities are owned by GST LLC or one of its subsidiaries, which were deconsolidated from our Consolidated Financial Statements on the Petition Date.
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Our manufacturing capabilities are flexible and allow us to customize the manufacturing process to increase performance and value for our customers and meet particular specifications. We also maintain numerous sales offices and warehouse facilities in strategic locations in the U.S., Canada and other countries. We believe our facilities and equipment are generally in good condition and are well maintained and able to continue to operate at present levels.
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ITEM 3.
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LEGAL PROCEEDINGS
|
Descriptions of environmental, asbestos and legal matters are included in Item 7 of this annual report under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies” and in Note 19 to our Consolidated Financial Statements, which descriptions are incorporated by reference herein.
On June 5, 2010, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the “Bankruptcy Court”) as a result of tens of thousands of pending and expected future asbestos personal injury claims. The status of these proceedings is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies – Subsidiary Bankruptcy – Update,” which is incorporated by reference. Other matters relevant to such proceedings are set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies – Asbestos,” which is incorporated by reference herein. The Company is also subject to certain environmental and other legal matters which are included in Note 19 to the Consolidated Financial Statements in this report, which is incorporated herein by reference.
In addition to the matters noted and discussed in those sections of this report, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe that the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows
We were not subject to any penalties associated with any failure to disclose “reportable transactions” under Section 6707A of the Internal Revenue Code.
BorgWarner
A subsidiary of BorgWarner Inc. ("BorgWarner") has asserted claims against GGB France E.U.R.L. ("GGB France") with respect to certain bearings supplied by GGB France to BorgWarner and used by BorgWarner in manufacturing hydraulic control units included in motor vehicle automatic transmission units. BorgWarner and GGB France are participating in a technical review before a panel of experts to determine, among other things, whether there were any defects in the bearings and whether any defect caused the damages claimed by BorgWarner, which technical review is a required predicate to the commencement of a legal proceeding for damages. There is no fixed deadline for the completion of the technical review and the presentation of the expert panel's findings. We believe that GGB France has valid factual and legal defenses to these claims and we are vigorously defending these claims. At this point in the technical review process we are unable to estimate a reasonably possible range of loss related to these claims.
Trent Tube
During 2013, we accrued a liability of
$6.3 million
related to environmental remediation costs associated with the pre-1983 site ownership and operation of the former Trent Tube facility in East Troy, Wisconsin. This amount is included in other income (expense) on the accompanying Consolidated Statements of Operations. The Trent Tube facility was operated by Crucible Materials Corporation from 1983 until its closure in 1998. Crucible Materials Corporation commenced environmental remediation activities at the site in 1999. In connection with the bankruptcy of Crucible Materials Corporation, a trust was established to fund the remediation of the site. We have reviewed the trust's assets and have valued them at
$750,000
for our internal purposes. During 2013, the Wisconsin Department of Natural Resources first notified us of potential liability for remediation of the site as a potentially responsible party under Wisconsin's "Spill Act" which provides that potentially responsible parties may be jointly and severally liable for site remediation. Based on our evaluation of the site, we believe our estimated costs to remediate the site will range between
$7 million
and
$10 million
, reduced by the value of the trust's remaining assets.
14
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Not Applicable
EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning our executive officers is set forth below:
|
Name
|
Age
|
Position
|
||
|
Stephen E. Macadam
|
53
|
President, Chief Executive Officer and Director
|
||
|
Alexander W. Pease
|
42
|
Senior Vice President and Chief Financial Officer
|
||
|
Todd L. Anderson
|
44
|
President, Stemco
|
||
|
Susan P. Ballance
|
46
|
Vice President, Chief Accounting Officer and Controller
|
||
|
David S. Burnett
|
47
|
Vice President, Treasury and Tax
|
||
|
J. Milton Childress II
|
56
|
Vice President, Strategic Planning and Business Development
|
||
|
Jon A. Cox
|
48
|
Group President, Stemco and Chief Innovation Officer, EnPro
|
||
|
Dale A. Herold
|
47
|
President, Garlock and Chief Customer Officer, EnPro
|
||
|
Gilles Hudon
|
54
|
President, Technetics Group
|
||
|
Cynthia A. Marushak
|
50
|
Vice President, Talent and Organization Development
|
||
|
Robert S. McLean
|
49
|
Vice President, General Counsel and Secretary
|
||
|
Marvin A. Riley
|
39
|
President, Fairbanks Morse Engine
|
||
|
Susan E. Sweeney
|
50
|
President, GGB
|
||
|
Eric A. Vaillancourt
|
51
|
President, Garlock Sealing Products
|
||
|
Kenneth D. Walker
|
44
|
President, CPI
|
||
Stephen E. Macadam has served as our Chief Executive Officer and President and as a director since April 2008. Prior to accepting these positions with EnPro, Mr. Macadam served as Chief Executive Officer of BlueLinx Holdings Inc. since October 2005. Before joining BlueLinx Holdings Inc., Mr. Macadam was the President and Chief Executive Officer of Consolidated Container Company LLC since August 2001. He served previously with Georgia-Pacific Corp. where he held the position of Executive Vice President, Pulp & Paperboard from July 2000 until August 2001, and the position of Senior Vice President, Containerboard & Packaging from March 1998 until July 2000. Mr. Macadam held positions of increasing responsibility with McKinsey and Company, Inc. from 1988 until 1998, culminating in the role of principal in charge of McKinsey’s Charlotte, North Carolina operation. Mr. Macadam received a B.S. in mechanical engineering from the University of Kentucky, an M.S. in finance from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar. Mr. Macadam is a director of Axiall Corporation.
Alexander W. Pease is currently Senior Vice President and Chief Financial Officer and has held these positions since May 2011. Mr. Pease joined EnPro in February 2011 and served as Senior Vice President until his appointment as Chief Financial Officer. In addition to his finance responsibilities, Mr. Pease also has responsibility for strategy, supply chain, and IT. Prior to agreeing to join the Company in February 2011, Mr. Pease was a principal with McKinsey and Company, Inc., where he was a leader in the Global Energy and Materials and Operations practices. Prior to joining McKinsey, Mr. Pease spent six years in the United States Navy as a SEAL Team leader with a wide range of international operating experience.
Todd L. Anderson is currently President, Stemco division, and has held this position since January 2014, after having previously served as Vice President, Garlock Pipeline Technologies division from August 2011 to January 2014. Mr. Anderson first joined the Stemco division in 1994 and became Stemco's Vice President, Engineering in 1999. He then served as Vice President, Operations from 2004 to 2008 before becoming Vice President and General Manager of Stemco Kaiser in February 2008 until his move to Garlock Pipeline Technologies in August 2011.
15
Susan P. Ballance is currently Vice President, Controller and Chief Accounting Officer and has held these positions since May, 2013, after joining the Company in March, 2013. Prior to joining the Company, Ms. Ballance was Vice President, Finance and Corporate Controller for Sealy, Inc. in Trinity, North Carolina from June 2009 to March 2013. Prior to joining Sealy, Ms. Ballance was Group Vice President and Deputy Controller for Charlotte-based Time Warner Cable from March 2008 to January 2009 and Vice President, Controllership for Walt Disney Pictures in Glendale, California from 2006 to March 2008.
David S. Burnett is currently Vice President, Treasury and Tax, and Treasurer, and has held these positions since February 2012, after having previously served as Director, Tax from July 2010 to February 2012. Prior to joining EnPro, Mr. Burnett was a Director at PricewaterhouseCoopers LLP in Charlotte, North Carolina from November 2004 to July 2010, and from September 2001 to November 2004 in the Washington National Tax Services office in Washington, DC. Prior to PricewaterhouseCoopers LLP, he was a Senior Manager in Grant Thornton LLP’s Office of Federal Tax Services in Washington, D.C. Mr. Burnett is both a Certified Public Accountant and a Certified Treasury Professional.
J. Milton Childress II is currently Vice President, Strategic Planning and Business Development and has held this position since February 2006, after having joined the EnPro corporate staff in December 2005. He was a co-founder of and served from October 2001 through December 2005 as Managing Director of Charlotte-based McGuireWoods Capital Group. Prior to that, Mr. Childress was Senior Vice President, Planning and Development of United Dominion Industries, Inc. from December 1999 until May 2001, having previously served as Vice President. Mr. Childress held a number of positions with Ernst & Young LLP’s corporate finance consulting group prior to joining United Dominion in 1992.
Jon Cox is currently President, Stemco division, and has held this position since May 2007. Mr. Cox was also recently appointed Chief Innovation Officer for EnPro. Mr. Cox joined the Stemco division in 1995 as its Vice President of Engineering was promoted to global Vice President of Engineering of the Garlock division in 1999 and promoted to serve as Vice President and General Manager of Garlock’s Klozure business unit in 2004. Prior to joining Stemco, Mr. Cox’s career began with Federal-Mogul Corporation where he spent 11 years in increasing roles of responsibility in the engineering group.
Dale A. Herold is currently President, Garlock family of companies, and has held this position since September 2009. Mr. Herold also has responsibility for the Technetics Group and was recently appointed Chief Customer Officer for EnPro. Prior to this position as Chief Customer Officer, Mr. Herold led Human and Organizational Development for EnPro from December 2011 to December 2013. Mr. Herold served as Vice President, Continuous Improvement, of EnPro from August 2008 to September 2009. Prior to joining EnPro, Mr. Herold was a regional Vice President for BlueLinx Holdings Inc. from October 2007 to August 2008 and Vice President, Marketing and Sales Excellence from January 2006 to October 2007. Prior to joining BlueLinx, Mr. Herold worked in a variety of marketing and manufacturing roles at Consolidated Container Company from March 2004 to January 2006, and at General Electric from July 1989 to March 2004. Mr. Herold served as President and Manager of GST LLC when, on June 5, 2010, GST LLC and certain affiliated companies filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code as the initial step in a process to resolve all current and future asbestos claims.
Gilles Hudon is currently President, Technetics Group division, and has held this position since August 2011. In August 2013, Mr. Hudon accepted additional responsibility as Executive Vice President, EnPro Europe. Mr. Hudon previously served as Vice-President and General Manager of Garlock’s High Performance Seals Group from August 2009 to 2011, as Vice-President and General Manager of Garlock Helicoflex from 2007 to 2009, and as Vice-President and General Manager of Garlock Canada from 2005 to 2007. Prior to joining EnPro, Mr. Hudon was President of Uniflex Technologies, a Canadian manufacturing company.
Cynthia A. Marushak is currently Vice President, Talent and Organization Development, of EnPro, and has held this position since January, 2012. Ms. Marushak previously served as Vice President, Human Resources for the Garlock division from September 2009 to January, 2012, Director, Learning and Development, for EnPro, from August 2008 to August 2009 and as Director, Learning and Development, for the Garlock division, from January 2008 to August 2008. Prior to joining EnPro, Ms. Marushak worked as Senior Professional Services Consultant at SuccessFactors in California.
Robert S. McLean is currently Vice President, General Counsel and Secretary of EnPro and has held this position since May 2012. Mr. McLean served as Vice President, Legal and Assistant Secretary from April 2010 to May 2012. Prior to joining EnPro, Mr. McLean was a partner at the Charlotte, North Carolina law firm of Robinson Bradshaw & Hinson P.A., which he joined in 1995, and where he chaired the firm’s corporate practice group. Prior to joining Robinson Bradshaw & Hinson, Mr. McLean worked with the Atlanta office of the King & Spalding law firm and the Charlotte office of the Smith,
16
Helms, Mullis & Moore law firm (now part of McGuireWoods, LLP), after which he was the Assistant General Counsel and Secretary of the former Carolina Freight Corporation (now part of Arkansas Best Corporation).
Marvin A. Riley is currently President, Fairbanks Morse Engine division, and has held this position since May 2012. Prior to that Mr. Riley served as Vice President, Manufacturing, of EnPro since December 2011. Mr. Riley served as Vice President Global Operations, GGB division, from November 2009 until November 2011 and as Vice President Operations Americas, GGB division, from July 2007 until November 2011. Prior to joining EnPro, he was an executive with General Motors Vehicle Manufacturing where he held multiple positions of increasing responsibility from 1997 to 2007 within General Motors.
Susan E. Sweeney is currently President, GGB division, and has held this position since September 2013. Prior to that, Ms. Sweeney served as Vice President of Global Operations GGB since November 2011. Ms. Sweeney served as Director of Operations, North America GGB from April 2010 to November 2011 and has been a doctoral candidate since August 2009. Prior to joining EnPro, Ms. Sweeney held positions of increasing responsibility with General Motors Corp. from 1985 to 2009.
Eric A. Vaillancourt is currently President, Garlock Sealing Products, Garlock division, and has held this position since June 2012. Mr. Vaillancourt served as Vice President, Sales and Marketing of the Garlock division from 2009 to 2012. Prior to joining EnPro, Mr. Vaillancourt held positions of increasing responsibility with Bluelinx Corporation from 1988 to 2009, culminating in his position as Regional Vice President North-Sales and Distribution.
Kenneth D. Walker is currently President, CPI division, and has held this position since September 2013. In August 2013, Mr. Walker accepted additional responsibility as President, Engineered Products Segment of EnPro, which includes both GGB and CPI. Before that, Mr. Walker was President, GGB division, after having served as Corporate Vice President, Continuous Improvement for EnPro, 2009 to 2010, Vice President and General Manager of GGB Americas from 2006 through 2009, as Vice President and General Manager of Plastomer Technologies from 2003 through 2006, and as Vice President, Sales and Marketing at Plastomer Technologies from 2001 to 2002. Prior to joining Plastomer Technologies, Mr. Walker worked in a variety of business development and general management roles at G5 Technologies and W. L. Gore & Associates.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Our common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “NPO.”
As of February 18, 2014, there were 3,944 holders of record of our common stock. The price range of our common stock from January 1,
2012
through
December 31, 2013
is listed below by quarter:
|
Low
Sale Price
|
High
Sale Price
|
||||||
|
Fiscal 2013:
|
|||||||
|
Fourth Quarter
|
$
|
53.39
|
|
$
|
61.24
|
|
|
|
Third Quarter
|
51.01
|
|
60.56
|
|
|||
|
Second Quarter
|
44.76
|
|
51.74
|
|
|||
|
First Quarter
|
41.03
|
|
51.37
|
|
|||
|
Fiscal 2012:
|
|||||||
|
Fourth Quarter
|
$
|
35.43
|
|
$
|
40.99
|
|
|
|
Third Quarter
|
32.34
|
|
39.34
|
|
|||
|
Second Quarter
|
35.79
|
|
44.50
|
|
|||
|
First Quarter
|
33.04
|
|
41.49
|
|
|||
We did not declare any cash dividends to our shareholders during
2012
or
2013
. For a discussion of the restrictions on payment of dividends on our common stock, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Dividends.”
17
The following table sets forth all purchases made by us or on our behalf or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our common stock during each month in the
fourth
quarter of
2013
.
|
Period
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
(b) Average Price
Paid per Share
(or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
(1)
|
||||||||
|
October 1 – October 31, 2013
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
||||
|
November 1 – November 30, 2013
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
||||
|
December 1 – December 31, 2013
|
519
|
|
(1)
|
$
|
57.92
|
|
(1)
|
—
|
|
—
|
|
|||
|
Total
|
519
|
|
(1)
|
$
|
57.92
|
|
(1)
|
—
|
|
—
|
|
|||
|
(1)
|
A total of 519 shares were transferred to a rabbi trust that we established in connection with our Deferred Compensation Plan for Non-Employee Directors, pursuant to which non-employee directors may elect to defer directors’ fees into common stock units. Coltec, which is a wholly owned subsidiary of EnPro, furnished these shares in exchange for management and other services provided by EnPro. These shares were valued at a price of $57.92 per share, the average of the high and low trading price of our common stock on
December 31, 2013
. We do not consider the transfer of shares from Coltec in this context to be pursuant to a publicly announced plan or program.
|
CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH
Set forth below is a line graph showing the yearly change in the cumulative total shareholder return for our common stock as compared to similar returns for the Russell 2000
®
Stock Index and a group of our peers (the “Peer Group”) consisting of Actuant Corporation, Barnes Group, Inc., Clarcor, Inc., and Circor International, Inc.
Each of the returns is calculated assuming the investment of $100 in each of the securities on December 31, 2008, and reinvestment of dividends into additional shares of the respective equity securities when paid. The graph plots the respective values beginning on December 31, 2008, and continuing through
December 31, 2013
. Past performance is not necessarily indicative of future performance.
18
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
The following historical consolidated financial information as of and for each of the years ended
December 31, 2013
,
2012
,
2011
,
2010
and
2009
has been derived from, and should be read together with, our audited Consolidated Financial Statements and the related notes, for each of those years. The audited Consolidated Financial Statements and related notes as of
December 31, 2013
and
2012
, and for the years ended
December 31, 2013
,
2012
and
2011
, are included elsewhere in this annual report. The information presented below with respect to the last three completed fiscal years should also be read together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013*
|
2012*
|
2011*
|
2010*
|
2009
|
||||||||||||||
|
|
(as adjusted, in millions, except per share data)
|
||||||||||||||||||
|
Statement of Operations Data:
|
|||||||||||||||||||
|
Net sales
|
$
|
1,144.2
|
|
$
|
1,184.2
|
|
$
|
1,105.5
|
|
$
|
865.0
|
|
$
|
803.0
|
|
||||
|
Income (loss) from continuing operations
|
$
|
27.4
|
|
$
|
41.0
|
|
$
|
44.2
|
|
$
|
61.3
|
|
$
|
(143.6
|
)
|
||||
|
Balance Sheet Data:
|
|||||||||||||||||||
|
Total assets
|
$
|
1,392.7
|
|
$
|
1,370.9
|
|
$
|
1,252.1
|
|
$
|
1,148.3
|
|
$
|
1,221.2
|
|
||||
|
Long-term debt (including current portion)
|
$
|
165.1
|
|
$
|
185.3
|
|
$
|
150.2
|
|
$
|
135.8
|
|
$
|
130.4
|
|
||||
|
Notes payable to GST
|
$
|
259.3
|
|
$
|
248.1
|
|
$
|
237.4
|
|
$
|
227.2
|
|
$
|
—
|
|
||||
|
Per Common Share Data – Basic:
|
|||||||||||||||||||
|
Income (loss) from continuing operations
|
$
|
1.31
|
|
$
|
1.99
|
|
$
|
2.15
|
|
$
|
3.01
|
|
$
|
(7.19
|
)
|
||||
|
Per Common Share Data – Diluted:
|
|||||||||||||||||||
|
Income (loss) from continuing operations
|
$
|
1.17
|
|
$
|
1.90
|
|
$
|
2.06
|
|
$
|
2.96
|
|
$
|
(7.19
|
)
|
||||
|
*
|
Results of the deconsolidated entities since the Petition Date are not included. See Note 18 to our Consolidated Financial Statements.
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
The following is management’s discussion and analysis of certain significant factors that have affected our consolidated financial condition and operating results during the periods included in the accompanying audited Consolidated Financial Statements and the related notes. You should read the following discussion in conjunction with our audited Consolidated Financial Statements and the related notes, included elsewhere in this annual report.
Forward-Looking Statements
This report contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission
(the “SEC”)
. The words “may,” “hope,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. We believe that it is important to communicate our future expectations to our shareholders, and we therefore make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and our actual results may differ materially from the expectations we describe in our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We advise you to read further about certain of these and other risk factors set forth in Item 1A of this annual report, entitled “Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statement, either as a result of new information, future events or otherwise. Whenever you read or hear any subsequent written or oral forward-looking statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section.
19
Overview and Outlook
Overview
. We design, develop, manufacture, service and market proprietary engineered industrial products. We have 62 primary manufacturing facilities located in 13 countries, including the United States.
We manage our business as three segments: a Sealing Products segment, an Engineered Products segment, and an Engine Products and Services segment.
Our Sealing Products segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; resilient metal seals; elastomeric seals; hydraulic components; expansion joints; heavy-duty truck wheel-end component systems, including brake products; flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; hole forming products; manhole infiltration sealing systems; safety-related signage for pipelines; bellows and bellows assemblies; pedestals for semiconductor manufacturing; PTFE products; conveyor belting; and sheeted rubber products. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum extraction and refining, pulp and paper processing, heavy-duty trucking, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, aerospace, medical, filtration and semiconductor fabrication. In many of these industries, performance and durability are vital for safety and environmental protection. Many of our products are used in applications that are highly demanding, e.g., where extreme temperatures, extreme pressures, corrosive environments, strict tolerances, and/or worn equipment make product performance difficult.
Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling, metal-polymer, solid polymer and filament wound bearing products, aluminum blocks for hydraulic applications and precision engineered components and lubrication systems for reciprocating compressors. These products are used in a wide range of applications, including the automotive, pharmaceutical, pulp and paper, natural gas, health, power generation, machine tools, air treatment, refining, petrochemical and general industrial markets.
Our Engine Products and Services segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. The United States government and the general markets for marine propulsion, power generation, and pump and compressor applications use these products and services.
The historical business operations of certain subsidiaries of our subsidiary, Coltec Industries Inc (“Coltec”), principally Garlock Sealing Technologies LLC (“GST LLC”) and The Anchor Packing Company (“Anchor”), have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Information about GST LLC’s asbestos litigation is contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in the “Asbestos” subsection of the “Contingencies” section.
On June 5, 2010 (the “Petition Date”), GST LLC, Anchor and Garrison Litigation Management Group, Ltd. (“Garrison”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the “Bankruptcy Court”). GST LLC, Anchor and Garrison are sometimes referred to collectively as “GST” in this report. The filings were the initial step in a claims resolution process. GST LLC is one of the businesses in our broader Garlock group. GST LLC and its subsidiaries operate five significant manufacturing facilities, including operations in Palmyra, New York and Houston, Texas. The filings did not include EnPro Industries, Inc., or any other EnPro Industries, Inc. operating subsidiary.
GST LLC now operates in the ordinary course under court protection from asbestos claims. All pending litigation against GST is stayed during the process. We address our actions to permanently resolve GST LLC’s asbestos litigation in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in the “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” section.
The financial results of GST and subsidiaries are included in our consolidated results through June 4, 2010, the day prior to the Petition Date. However, U.S. generally accepted accounting principles require an entity that files for protection under the U.S. Bankruptcy Code, whether solvent or insolvent, whose financial statements were previously consolidated with those of its parent, as GST’s and its subsidiaries’ were with ours, generally must be prospectively deconsolidated from the parent and the investment accounted for using the cost method. At deconsolidation, our investment was recorded at its estimated fair value as of June 4, 2010, resulting in a gain for reporting purposes. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment and not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. Our investment of $236.9 million as of December 31,
2013
and
2012
, was subject to periodic reviews for impairment. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon the applicable facts and circumstances at such time, including the terms
20
of any plan of reorganization. See Note 18 to the Consolidated Financial Statements in this Form 10-K for condensed financial information of GST and subsidiaries.
During
2013
,
2012
, and
2011
, we completed a number of acquisitions and a disposition of a business. Please refer to “Acquisitions and Dispositions” in Item 1 – Business for additional discussion regarding these transactions.
We completed our required annual impairment test of goodwill as of October 1, 2013. The estimated fair value of our CPI reporting unit, included in our Engineered Products segment, exceeded its book value by 24%, 10%, and 37% in 2013, 2012, and 2011, respectively. There is $54.2 million of goodwill allocated to CPI. The fair value of the CPI reporting unit was calculated using both discounted cash flow and market valuation approaches. The key assumptions used for the discounted cash flow approach include business projections, growth rates, and a discount rate of 10.3%. The discount rate we use is based on our weighted average cost of capital. For the market approach, we chose a group of 14 companies we believe are representative of our diversified industrial peers. We used a 70% weighting for the discounted cash flow valuation approach and a 30% weighting for the market valuation approach, reflecting our belief that the discounted cash flow valuation approach provides a better indicator of value since it reflects the specific cash flows anticipated to be generated in the future by the business. For sensitivity purposes, a 100-basis-point increase in the discount rate would result in this reporting unit exceeding its 2013 book value by 20%. Conversely, a 100-basis-point decrease in the discount rate would result in this reporting unit exceeding its 2013 book value by 29%.
The future cash flows modeled for CPI are dependent on certain cost saving restructuring initiatives and a customer-focused organizational realignment, both launched in 2012. Non-recurring restructuring expenses in 2013 and 2012 were $4.1 million and $2.3 million, respectively. In addition, approximately $7.0 million of labor and facilities cost was removed from our future cost structure. The customer-focused organizational realignment during 2012 and 2013 was critical to price and volume opportunities identified while developing the 2014 forecast. While there is uncertainty associated with the customer price and volume opportunities, only a portion of these opportunities were forecasted in the future cash flow model utilized for goodwill impairment testing.
Finally, we are dependent on the strength of our customers and their respective industries to achieve sales forecasted for 2014. Except for 2014, which is based on a detailed forecast, the remaining years in the cash flow model are based on the 2014 forecast, adjusted for assumed macro-economic forecasts for Industrial Production changes at each of our major geographic markets per the DuPont Economic outlook as of September 2013. Since our products serve a variety of industries, Industrial Production is a good indicator for demand changes for our products and services. The nominal growth rates for 2015 and beyond, are approximately 5%, 4%, and 12% for North America, Europe, and Asia, respectively.
Management believes that all assumptions used were reasonable based on historical operating results and expected future trends. However, if future operating results are unfavorable as compared with forecasts, the results of future goodwill impairment evaluations could be negatively affected.
We determined all other reporting units had fair values substantially in excess of carrying values and there were no subsequent indicators of impairment through
December 31, 2013
.
Outlook
For the first time in several quarters, we saw meaningful growth in European demand and in demand for our products used by the semiconductor industry. These improvements in the market place coupled with the recent court decision estimating GST’s liability for mesothelioma claims at $125 million and endorsing GST’s arguments on key factors in the case provide an encouraging start to 2014.
Our effective tax rate is directly affected by the relative proportions of revenue and income before taxes in the jurisdictions in which we operate. Based on the expected mix of domestic and foreign earnings, we anticipate our effective tax rate to remain lower than the U.S. statutory rate primarily due to a significant portion of our earnings originating in lower rate foreign jurisdictions. We also benefit from certain tax incentives such as the deduction for domestic production activities, and credits for research and development. Discrete tax events may cause our effective rate to fluctuate on a quarterly basis. Certain events, including, for example, acquisitions and other business changes, which are difficult to predict, may also cause our effective tax rate to fluctuate. We are subject to changing tax laws, regulations, and interpretations in multiple jurisdictions. Corporate tax reform continues to be a priority in the U.S. and other jurisdictions. Changes to the tax system in the U.S. could have significant effects, positive and negative, on our effective tax rate, and on our deferred tax assets and liabilities.
As of December 31, 2013, various tax provisions applicable to the Company expired, and have not yet been renewed by the United States Congress. These include credits for research and development, bonus depreciation, certain employment
21
incentives, and an exclusion for passive income earned by controlled foreign corporations. As a result, we expect that our income tax provision for 2014 will exclude certain tax benefits that will significantly increase our annual effective tax rate.
The IRS completed the field examination for our 2008, 2009, and 2010 U.S. federal income tax returns during the third quarter of 2012, which resulted in incremental taxes payable of $1.5 million and tax expense of $1.4 million. As a result of the IRS’s conclusion of its field examination, we reduced our liability for uncertain tax positions by $2.4 million to reflect amounts determined to be effectively settled, which lowered income tax expense by $1.9 million. Finally, we recorded $1.2 million of additional income tax expense related to the 2011 tax return filed in the third quarter of 2012. Although the IRS fieldwork was completed with respect to the 2008, 2009, and 2010 tax returns, we disagreed with and protested certain adjustments included in the audit results. While these audit years remain open, the only items under appeal that are not considered to be effectively settled relate to our deconsolidated GST operations. The Company has agreed in principal with the IRS to resolve this matter on a time-value-of-money basis under Section 6.02(4) of Revenue Procedure 2002-18. As part of this settlement, the Company may incur a $7 million specified payment in the next twelve months in anticipation of finalizing a closing agreement with the IRS for these years. No further recognition of income tax expense or benefit to the Company’s results is expected, as the assessment is against the combined tax group for which the Company is responsible for payment, and then will seek a reimbursement from GST.
Our U.S. defined benefit plans continue to be underfunded. Based on currently available data, which is subject to change, we estimate we will be required to make contributions to the U.S. defined benefit plans in 2014 totaling approximately $20.4 million. We expect 2014 contributions to non-U.S. defined benefit plans to be insignificant. Additional significant cash contributions to the U.S. defined benefit plans are likely to be required in 2015 and beyond. Future contribution requirements depend on pension asset returns, pension valuation assumptions, plan design, and legislative actions. In July 2012, the President signed the Moving Ahead for Progress in the 21
st
Century Act (MAP-21). Although MAP-21 reduced short-term minimum pension contribution requirements in 2012 and 2013, we expect additional significant cash contributions to be required in 2015 and beyond. We estimate that annual GAAP pension expense in 2014 will be approximately $5 million, which is $5.5 million less than in 2013. The expected decrease in pension expense is due to a higher discount rate assumption, contributions made by EnPro during 2013, and strong performance of the pension plan assets during 2013.
In connection with our growth strategy, we will continue to evaluate acquisitions in 2014; however, the effect of such acquisitions cannot be predicted and therefore is not reflected in this outlook.
We address our outlook on our actions to permanently resolve GST LLC’s asbestos litigation in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.” section.
Results of Operations
The following table does not include results for GST and its subsidiaries after the day preceding the Petition Date. See Note 18 to our Consolidated Financial Statements in this Form 10-K for condensed financial information for GST and subsidiaries.
22
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
2012
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||
|
Sales
|
|||||||||||
|
Sealing Products
|
$
|
622.9
|
|
$
|
609.1
|
|
$
|
534.9
|
|
||
|
Engineered Products
|
356.4
|
|
363.0
|
|
386.7
|
|
|||||
|
Engine Products and Services
|
167.6
|
|
214.6
|
|
185.8
|
|
|||||
|
1,146.9
|
|
1,186.7
|
|
1,107.4
|
|
||||||
|
Intersegment sales
|
(2.7
|
)
|
(2.5
|
)
|
(1.9
|
)
|
|||||
|
Total sales
|
$
|
1,144.2
|
|
$
|
1,184.2
|
|
$
|
1,105.5
|
|
||
|
Segment Profit
|
|||||||||||
|
Sealing Products
|
$
|
97.1
|
|
$
|
88.8
|
|
$
|
81.2
|
|
||
|
Engineered Products
|
17.6
|
|
20.5
|
|
29.2
|
|
|||||
|
Engine Products and Services
|
14.0
|
|
39.2
|
|
30.6
|
|
|||||
|
Total segment profit
|
128.7
|
|
148.5
|
|
141.0
|
|
|||||
|
Corporate expenses
|
(33.3
|
)
|
(32.3
|
)
|
(32.6
|
)
|
|||||
|
Interest expense, net
|
(44.3
|
)
|
(42.8
|
)
|
(39.6
|
)
|
|||||
|
Other expense, net
|
(15.3
|
)
|
(9.9
|
)
|
(3.8
|
)
|
|||||
|
Income before income taxes
|
$
|
35.8
|
|
$
|
63.5
|
|
$
|
65.0
|
|
||
Segment profit is total segment revenue reduced by operating, restructuring and other expenses identifiable with the segment. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, asbestos-related expenses, gains/losses related to the sale of assets, and income taxes are not included in the computation of segment profit. The accounting policies of the reportable segments are the same as those for EnPro.
2013
Compared to
2012
Sales of
$1,144.2 million
in
2013
decreased 3% from
$1,184.2 million
in
2012
. The following table illustrates the effects of key factors resulting in the change in sales by segment:
|
Sales
|
Percent Change 2013 vs. 2012
|
||||||||||||||
|
increase/(decrease)
|
Acquisitions
|
Foreign
Currency
|
Engine
Revenue
|
Other
|
Total
|
||||||||||
|
EnPro Industries, Inc.
|
1.4
|
%
|
0.6
|
%
|
(2.6
|
)%
|
(2.8
|
)%
|
(3.4
|
)%
|
|||||
|
Sealing Products
|
2.7
|
%
|
0.7
|
%
|
n/a
|
|
(1.1
|
)%
|
2.3
|
%
|
|||||
|
Engineered Products
|
—
|
%
|
0.8
|
%
|
n/a
|
|
(2.6
|
)%
|
(1.8
|
)%
|
|||||
|
Engine Products & Services
|
—
|
%
|
—
|
%
|
(14.5
|
)%
|
(7.4
|
)%
|
(21.9
|
)%
|
|||||
Following are key points regarding changes in sales for 2013 compared to 2012:
|
•
|
The acquisition of Motorwheel in April 2012 and the acquisition of certain assets and assumption of certain liabilities of a small distributor of industrial seals in January 2013; both included in the Sealing Products segment
|
|
•
|
Favorable foreign currency exchange rate fluctuations in 2013 compared to 2012
|
|
•
|
Lower revenues in the Engine Products & Services segment, which is discussed further in the discussion of segment results following
|
Segment profit, management’s primary measure of how our operations perform, decreased 13% to $128.7 million in 2013 from $148.5 million in 2012. Earnings from acquisitions contributed $2.7 million, favorable exchange fluctuations increased segment profit $1.0 million, and selected price increases generated $11.2 million. These favorable changes were more than offset by volume reductions of $23.7 million and increased costs of $11.0 million.
23
Corporate expenses for
2013
increased by $1.0 million compared to
2012
. The increase was primarily driven by an increase in inventory valuation allowance reserve ($0.7 million), workers' compensation costs ($0.4 million), employee incentive compensation ($0.7 million), salaries/severance ($0.9 million), travel costs ($0.5 million) and board of directors expenses ($0.4 million), partially offset by lower employee medical costs ($2.6 million).
Net interest expense in
2013
was $44.3 million compared to $42.8 million in
2012
. The increase was due to an increase in the note payable to GST because of capitalized PIK interest partially offset by lower borrowings against the senior secured revolving credit facility.
Other expense, net in
2013
was
$15.3 million
compared to
$9.9 million
in
2012
. The increase was due to higher environmental reserves ($5.1 million) and increased ACRP costs as activity in relation to GST's asbestos liability estimation trial increased ($1.7 million), partially offset by lower discontinued operations expense ($3.0 million).
Income
tax expense in 2013 was
$8.4 million
compared to
$22.5 million
reported in 2012. The decrease in tax expense reflects a similar decrease in pre-tax income over both periods, as well as a larger proportion of our 2013 earnings in foreign jurisdictions that carry an effective tax rate significantly lower than the U.S. The overall effective tax rate in 2013 is 23.4%, substantially lower than the 35.3% reported in 2012. In the U.S., we historically have benefited from federal income tax incentives such as the deduction for domestic production activities and credits for research and development. However, as of December 31, 2012, certain tax incentives expired and were not renewed before the end of 2012. These include the research and experimentation credit, certain employment credits, and an exclusion for passive income earned by controlled foreign corporations. In January 2013, the United States Congress passed the American Taxpayer Relief Act (ATRA) of 2012 which retroactively extended these tax provisions. The effective tax rate for 2012 reflects the tax law that was in place as of December 31, 2012. Had the ATRA been enacted prior to January 1, 2013, our overall tax expense in 2012 would have been approximately $20.9 million, resulting in an overall 2012 effective tax rate of 32.7%. This $1.6 million difference was reflected in tax expense during the first quarter of 2013, lowering the 2013 annual effective tax rate by 4.4%.
Income from continuing operations was
$27.4 million
, or
$1.17
per share, in
2013
compared to
$41.0 million
, or
$1.90
per share, in
2012
. Earnings per share are expressed on a diluted basis.
Following is a discussion of operating results for each segment during the year:
Sealing Products
. Sales of
$622.9 million
in
2013
were 2% higher than the
$609.1 million
reported in
2012
. Excluding the benefit from the acquisitions of Motorwheel ($14.4 million) and a small product line ($2.6 million) and favorable foreign exchange ($3.8 million), sales were down 1% or $7.0 million. Higher demand in the North American heavy-duty truck markets ($8.6 million) and price increases across the segment ($2.1 million) were more than offset by lower volumes at Technetics ($11.2 million) and Garlock ($7.0 million).
Segment profit increased to
$97.1 million
in
2013
from
$88.8 million
in
2012
. Excluding the benefit from acquisitions ($2.7 million) and foreign exchange ($0.6 million), profit was up 6% or $5.0 million due to selected price increases across the segment ($1.5 million) and various factors at each division. At Garlock, lower volumes ($3.4 million) were offset by improved product mix ($3.1 million), cost savings due to restructuring activities in the prior year ($0.6 million), and lower restructuring costs in 2013 ($0.8 million). At Technetics, lower volumes due to weaker overall markets ($7.8 million) were offset by lower manufacturing costs ($4.7 million), R&D tax credits in France ($2.9 million), and the release of an acquisition earnout provision ($2.0 million). At Stemco, higher volumes ($5.7 million) were offset by increased costs ($5.4 million) due to the increased activity and opening of the distribution center. Including the acquisition and foreign exchange effects, operating margins for the segment increased to 15.6% in
2013
from 14.6% in
2012
.
Engineered Products
. Sales of
$356.4 million
in
2013
were 2% lower than the
$363.0 million
reported in
2012
. Excluding the favorable foreign exchange ($2.9 million), sales were down 3% or $9.5 million due to lower demand in the European automotive markets and in CPI's North American markets partially offset by price increases across the segment
Segment profit in
2013
was
$17.6 million
compared to
$20.5 million
in
2012
. Excluding the benefit from foreign exchange ($0.4 million), profit was down 16% or $3.3 million. Lower volumes at both GGB and CPI ($9.7 million) and higher restructuring costs at CPI ($1.8 million) more than offset price increases at both GGB and CPI ($6.6 million), lower restructuring costs at GGB ($1.2 million), and manufacturing increases at CPI ($0.3 million). Including foreign exchange effects, operating margins for the segment decreased to 4.9% in
2013
from 5.6% in
2012
.
Engine Products and Services
. Sales decreased 22% to
$167.6 million
in
2013
from
$214.6 million
in
2012
, due primarily to a decrease in engine revenue. Although ten engines were shipped in 2013 compared to fourteen in 2012, revenue for six of the engines shipped in 2012 was recognized under the completed contract method ($28.1 million) versus zero in 2013. The remaining decrease in sales was driven by lower parts and service revenue due to the U.S. government sequestration and the
24
timing of scheduled maintenance ($19.8 million) and lower percentage-of-completion engine revenue ($7.0 million) partially offset by strong year-over-year sales of new environmental upgrade products ($5.2 million) and price increases ($2.5 million).
The segment reported a profit of
$14.0 million
in
2013
compared to
$39.2 million
in
2012
. The year-over-year decline in segment profit was primarily due to volume decreases and a less attractive product mix as parts and service sales declined. Operating margins decreased to 8.4% in
2013
from 18.3% in
2012
.
2012
Compared to
2011
Sales of
$1,184.2 million
in
2012
increased 7% from
$1,105.5 million
in
2011
. The following table illustrates the effects of key factors resulting in the change in sales by segment:
|
Sales
|
Percent Change 2012 vs. 2011
|
||||||||||||||
|
increase/(decrease)
|
Acquisitions
|
Foreign
Currency
|
Engine
Revenue
|
Other
|
Total
|
||||||||||
|
EnPro Industries, Inc.
|
8.2
|
%
|
(2.5
|
)%
|
1.4
|
%
|
—
|
%
|
7.1
|
%
|
|||||
|
Sealing Products
|
15.2
|
%
|
(2.1
|
)%
|
n/a
|
|
0.8
|
%
|
13.9
|
%
|
|||||
|
Engineered Products
|
2.5
|
%
|
(4.2
|
)%
|
n/a
|
|
(4.4
|
)%
|
(6.1
|
)%
|
|||||
|
Engine Products & Services
|
—
|
%
|
—
|
%
|
8.2
|
%
|
7.3
|
%
|
15.5
|
%
|
|||||
Following are key points regarding changes in sales for 2012 compared to 2011:
|
•
|
A discussion of the following acquisitions is included in the “Acquisitions and Dispositions” subsection of Item 1 “Business” of this report: Motorwheel Commercial Vehicle Systems, Inc. (“Motorwheel”) - acquired in April 2012 and included in the Sealing Products segment; Tara Technologies Corporation (“Tara”) - acquired in July 2011 and included in the Sealing Products segment; Pipeline Seal and Insulator, Inc. (“PSI”) - acquired in February 2011 and included in the Sealing Products segment; PI Bearing Technologies (“PI Bearings”) - acquired in August 2011 and included in the Engineered Products segment and the Mid Western group of companies (“Mid Western”) - acquired in February 2011 and included in Engineered Products segment.
|
|
•
|
The reported U.S. dollar value of sales was 3% lower than last year due to the unfavorable effect of foreign currency exchange rate fluctuations. This was primarily the result of a weakening euro, as compared to the US dollar. Garlock and Technetics in the Sealing Products segment and GGB and CPI in the Engineered Products segment have significant operations in Europe.
|
Segment profit, management’s primary measure of how our operations perform, increased 5% to $148.5 million in 2012 from $141.0 million in 2011. Earnings from acquisitions contributed $9.0 million while selected price increases generated $13.4 million. These favorable changes were partially offset by unfavorable foreign exchange fluctuations of $3.2 million, an increase in restructuring costs of $3.6 million, volume reductions of $4.4 million and higher SG&A costs.
Corporate expenses for 2012 declined by $0.3 million compared to 2011. The decline was driven by a decrease in employee incentive compensation of $3.1 million, offset by higher consulting and management expenses of $1.9 million and higher directors’ share-based compensation of $0.9 million.
Net interest expense in 2012 was $42.8 million compared to $39.6 million in 2011. The increase in net interest expense was caused primarily by higher borrowings on the senior secured revolving credit facility.
Other expense, net in 2012 was $9.9 million compared to $3.8 million in 2011. The increase was caused primarily by a $2.9 million gain recorded on the guaranteed investment contract (“GIC”) in 2011 and a current year increase in environmental-related expenses of $1.2 million and in our expenses associated with GST’s bankruptcy proceedings of $0.5 million as compared to 2011. Refer to Note 19, “Commitments and Contingencies - Crucible Steel Corporation a/k/a Crucible, Inc.” in our Consolidated Financial Statements in this Form 10-K for additional information about the GIC and the Crucible Back-Up Trust.
Income tax expense in 2012 was $22.5 million compared to $20.8 million reported in 2011. The increase in tax expense reflects an increase in the effective tax rate to 35.3% in 2012 from 32.1% in 2011, when applied to comparable pre-tax income in both periods. In the U.S., we historically have benefited from federal income tax incentives such as the deduction for domestic production activities and credits for research and development. However, as of December 31, 2012, certain tax incentives expired and were not renewed before the end of 2012. These include the research and experimentation credit, certain employment credits, and an exclusion for passive income earned by controlled foreign corporations. In January 2013, the United States Congress passed the American Taxpayer Relief Act (ATRA) of 2012 which retroactively extended these tax
25
provisions. The effective tax rate above reflects the tax law that was in place as of December 31, 2012. Had the ATRA been enacted prior to January 1, 2013, our overall tax expense would have been approximately $20.9 million, resulting in an overall effective tax rate of 32.7%. This $1.6 million difference will be reflected in tax expense during the first quarter of 2013.
Income from continuing operations was $41.0 million, or $1.90 per share, in 2012 compared to $44.2 million, or $2.06 per share, in 2011. Earnings per share are expressed on a diluted basis.
Following is a discussion of operating results for each segment during the year:
Sealing Products.
Sales of $609.1 million in 2012 were 14% higher than the $534.9 million reported in 2011. The increase in sales includes 15 percentage points due to the acquisitions of Tara ($41.7 million), Motorwheel ($33.0 million), and PSI ($6.8 million) and one percentage point due to price increases. These increases were partially offset by a two percentage point decline in sales due to unfavorable foreign currency exchange rates.
Segment profit increased to $88.8 million in 2012 from $81.2 million in 2011. Acquisitions contributed $9.0 million toward the increase in segment profit, primarily due to Tara ($4.4 million) and Motorwheel ($4.2 million) and selected net price increases contributed $8.4 million. These increases were partially offset by unfavorable foreign currency fluctuations of $1.7 million and an unfavorable change in volume and mix of $5.2 million. Selling, general, and administrative costs increased by $2.7 million, driven mainly by increased payroll costs and travel. Operating margins for the segment declined to 14.6% in 2012 from 15.2% in 2011.
Engineered Products.
Sales of $363.0 million in 2012 were 6% lower than the $386.7 million reported in 2011. Sales volumes were down a net six percentage points due primarily to declines in European automotive and industrial manufacturing segments at GGB and continued weak demand at CPI in European industrial and refining markets and in certain North American markets, including the natural gas region of Western Canada; these unfavorable changes in sales were partially offset by improvements in China and Australia. Unfavorable foreign exchange rates hurt segment sales by four percent, or $16.1 million. The acquisitions of PI Bearings ($6.3 million) and Mid Western ($3.5 million) in 2011 favorably affected 2012 sales by 2 percentage points. Selected price increases also contributed two percent to segment sales.
Segment profit in 2012 was $20.5 million, down by $8.7 million from $29.2 million in 2011. Segment profit was negatively impacted by $10.2 million, primarily as a result of a decline in sales volumes. In addition, increased restructuring costs of $3.4 million and unfavorable foreign exchange rate fluctuations of $1.6 million, as compared to 2011, were also unfavorable to segment profit. Selected price increases, net of higher costs, contributed $3.7 million to segment profit and decreases in selling, general, and administrative costs contributed an additional $2.8 million to segment profits. Operating margins for the segment were 5.6% in 2012, which declined from the 7.6% reported last year.
Engine Products and Services.
Sales increased 15% to $214.6 million in 2012 from $185.8 million in 2011, due primarily to an increase in engine revenue of eight percent. Although 14 engines were shipped in each year, revenue for eight of the engines shipped in 2012 was recognized over the past 18 months under percentage of completion accounting, which began in the third quarter of 2011 for new engine programs. Revenues for six engines shipped in 2012 and all engines shipped in 2011 were accounted for under the completed contract method. Sales of aftermarket parts in the government and nuclear generation industries contributed six percentage points to the increased sales. New environmental upgrade products, developed in late 2011, generated two percent in additional sales, partially offset by lower service revenue.
The segment reported a profit of $39.2 million in 2012 compared to $30.6 million in 2011. Segment profit improved by $6.6 million due to higher engine revenue. In addition, the segment recorded a $1.4 million estimated warranty expense in 2011 to repair a specific engine component in a series of U.S. Navy ships. The segment also recorded a $3.0 million estimated loss on an engine contract in 2011. These large costs during 2011 were partly offset by benefits booked in the same period of 2011 related to reimbursements on the canceled South Texas Project (nuclear business) of $1.8 million and the favorable resolution of a legal matter amounting to $0.5 million. Operating margins increased to 18.3% in 2012 from 16.5% in 2011.
Restructuring and Other Costs
We incurred
$6.7 million
,
$5.0 million
and
$1.4 million
of restructuring costs during the years ended
December 31, 2013
,
2012
and
2011
, respectively.
During
2013
, we initiated a number of restructuring activities throughout our operations, the most significant of which were at our Technetics, CPI and Fairbanks Morse Engine ("FME") businesses. At Technetics and CPI, we consolidated several of our North American and European manufacturing operations and service centers into other existing sites. At FME, we offered a voluntary early retirement package to all salaried and hourly employees that were at least 60 years old. There was an
26
additional reduction in workforce at FME in reaction to declining market conditions. Workforce reductions announced as a result of our
2013
restructuring activities totaled
98
salaried administrative and hourly manufacturing positions, most of which had been terminated by
December 31, 2013
.
Liquidity and Capital Resources
Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, pension contributions, and debt repayments have been funded from cash balances on hand, revolver borrowings and cash generated from operations. We are proactively pursuing acquisition opportunities. It is possible our cash requirements for one or more of these acquisition opportunities could exceed our cash balance at the time of closing. Should we need additional capital, we have other resources available, which are discussed in this section under the heading of “Capital Resources.”
As of
December 31, 2013
, we held no cash and cash equivalents in the United States and approximately $64 million in cash and cash equivalents outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans or distributions of previously taxed income. Other distributions may require us to incur U.S. or foreign taxes to repatriate these funds. However, as discussed in Note 4 to our Consolidated Financial Statements, our intent is to permanently reinvest these funds outside the U.S. and our current plans do not demonstrate a need to repatriate cash to fund our U.S. operations.
Cash Flows
Operating activities provided
$69.9 million
,
$118.2 million
and
$81.4 million
in
2013
,
2012
and
2011
, respectively. The decrease in operating cash flows in
2013
versus
2012
was primarily attributable lower segment profit of $19.8 million, increased pension contributions of $11.3 million, and a significant increase in working capital needs in 2013 of $11.3 million as compared to a $1.1 million decrease in 2012.
We used $41.5 million, net, $125.6 million, net, and $260.7 million, net, in
2013
,
2012
and
2011
, respectively, for investing activities. In 2013, we spent $39.9 million on capital expenditures and $2.0 million on the acquisition of certain assets and assumption of certain liabilities of a small distributor of industrial seals. In 2012, we used $85.3 million net of cash acquired to purchase Motorwheel. Please refer to “Acquisitions and Dispositions” in Part I, Item 1 – “Business” for additional discussion regarding this transaction. We also invested $40.9 million in capital expenditures across all of our businesses. In 2011, we used $228.2 million net of cash acquired to purchase six businesses. Please refer to “Acquisitions and Dispositions” in Part I, Item 1 – “Business” for additional discussion regarding these transactions. We also spent $34.3 million for capital expenditures across all of our businesses.
Financing activities of continuing operations used $19.5 million, net, in 2013 and included net payments on the senior secured revolving credit facility of $27.7 million. Financing activities of continuing operations provided $29.5 million, net, in 2012 and included net borrowings on the senior secured revolving credit facility of $28.3 million, net. Financing activities of continuing operations used $9.4 million, net, in 2011 and included our first borrowings on the senior secured revolving credit facility of $3.8 million, net, and the payment of related party notes to GST LLC of $13.1 million.
Capital Resources
Senior Secured Revolving Credit Facility
. Our primary U.S. operating subsidiaries, other than GST LLC, have a senior secured revolving credit facility with a maximum availability of $175 million. Actual borrowing availability under the credit facility is determined by reference to a borrowing base of specified percentages of eligible accounts receivable, inventory, equipment and real property elected to be pledged, and is reduced by usage of the facility, including outstanding letters of credit and any reserves. Under certain conditions, we may request an increase to the facility maximum availability to $225 million in total. Any increase is dependent on obtaining future lender commitments for those amounts, and no current lender has any obligation to provide such commitment. The credit facility matures on July 17, 2015, unless, prior to that date, the Convertible Debentures are paid in full, refinanced on certain terms, or defeased, in which case the facility will mature on March 30, 2016.
Borrowings under the credit facility are secured by specified assets of ours and our U.S. operating subsidiaries, other than GST LLC, and primarily include accounts receivable, inventory, equipment, certain real property, deposit accounts, intercompany loans, intellectual property and related contract rights, general intangibles related to any of the foregoing and proceeds related to the foregoing. Subsidiary capital stock is not included as collateral.
Outstanding borrowings under the credit facility bear interest at a rate equal to, at our option, either: (1) a base/prime rate plus an applicable margin, or (2) the adjusted one, two, three or six-month LIBOR rate plus an applicable margin. Pricing under the credit facility at any particular time is determined by reference to a pricing grid based on average daily availability under
27
the facility for the immediately prior fiscal quarter. Under the pricing grid, the applicable margins range from 0.75% to 1.25% for base/prime rate loans and from 1.75% to 2.25% for LIBOR loans. At December 31, 2012, the applicable margin for base/prime rate loans was 0.75% and the applicable margin for LIBOR loans was 1.75%. The undrawn portion of the credit facility is subject to an unused line fee calculated at an annual rate of 0.375%. Outstanding letters of credit are subject to an annual fee equal to the applicable margin for LIBOR loans under the credit facility as in effect from time to time, plus a fronting fee on the aggregate undrawn amount of the letters of credit at an annual rate of 0.125%.
The credit agreement contains customary covenants and restrictions for an asset-based credit facility, including a fixed charge test if availability falls below certain thresholds, and negative covenants limiting certain: fundamental changes (such as merger transactions); loans; incurrence of debt other than specifically permitted debt; transactions with affiliates that are not on arms-length terms; incurrence of liens other than specifically permitted liens; repayment of subordinated debt (except for scheduled payments in accordance with applicable subordination documents); prepayments of other debt; dividends; asset dispositions other than as specifically permitted; and acquisitions and other investments other than as specifically permitted.
As long as the amount available for borrowing under the facility exceeds $20 million, the limitation on fixed asset dispositions is not applicable. The limitations on acquisitions, investments in foreign subsidiaries, dividends (including those required to make payments on our convertible debentures), incurrence of certain cash collateral liens and prepayment of debt other than subordinated debt are generally not applicable if certain financial conditions are satisfied related to the facility.
The credit facility contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control of the Company.
The actual borrowing availability at
December 31, 2013
, under our senior secured revolving credit facility was $117.1 million after giving consideration to $4.8 million of letters of credit outstanding and $7.6 million of revolver borrowings. The maximum amount borrowed under this facility during
2013
was $74.7 million.
Convertible Debentures
. We issued $172.5 million of convertible debentures in 2005. The debentures bear interest at an annual rate of 3.9375%, and we pay accrued interest on April 15 and October 15 of each year. The debentures will mature on October 15, 2015, unless they are converted prior to that date. The debentures are direct, unsecured and unsubordinated obligations and rank equal in priority with our unsecured and unsubordinated indebtedness and will be senior in right of payment to all subordinated indebtedness. They effectively rank junior to our secured indebtedness to the extent of the value of the assets securing such indebtedness. The debentures do not contain any financial covenants. Holders may convert the debentures into cash and shares of our common stock at an initial conversion rate of 29.5972 shares of common stock per $1,000 principal amount of debentures, which is equal to an initial conversion price of $33.79 per share, subject to adjustment, before the close of business on October 15, 2015. Upon conversion, we would deliver (i) cash equal to the lesser of the aggregate principal amount of the debentures to be converted or our total conversion obligation, and (ii) shares of our common stock in respect of the remainder, if any, of our conversion obligation. The debentures become subject to conversion in the succeeding quarter, upon notice by the holders, when the closing price per share of our common stock exceeds $43.93, or 130% of the conversion price of $33.79, for at least twenty (20) trading days during the last thirty (30) consecutive trading days of any calendar quarter (such amounts are subject to adjustment for specified events as set forth in the indenture). This conversion condition was satisfied at December 31, 2013. Thus the debentures will remain convertible through the quarter ended March 31, 2014, and beyond that as long as the above condition is met. No debentures were converted during 2013.
For a discussion of the potential liquidity issues and risks we could face in the event some or all of the Debentures are converted, see Part I, Item 1A, “Risk Factors – We may not have sufficient cash to repurchase our convertible debentures at the option of the holder or upon a change of control or to pay the cash payable upon a conversion” in this report.
We used a portion of the net proceeds from the sale of the debentures to enter into call options, i.e., hedge and warrant transactions, which entitle us to acquire shares of our stock from a financial institution at $33.79 per share and entitle the financial institution to acquire shares of our stock from us at $46.78 per share. This will reduce potential dilution to our common stockholders from conversion of the Debentures and have the effect to us of increasing the conversion price of the debentures to $46.78 per share.
Related Party Notes
. Effective as of January 1, 2010, Coltec entered into a $73.4 million Amended and Restated Promissory Note due January 1, 2017 (the “Coltec Note”) in favor of GST LLC, and our subsidiary Stemco LP entered into a $153.8 million Amended and Restated Promissory Note due January 1, 2017, in favor of GST LLC (the “Stemco Note”, and together with the Coltec Note, the “Intercompany Notes”). The Intercompany Notes amended and replaced promissory notes in the same principal amounts which were initially issued in March 2005, and which expired on January 1, 2010.
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The Intercompany Notes bear interest at 11% per annum, of which 6.5% is payable in cash and 4.5% is added to the principal amount of the Intercompany Notes as payment-in-kind (“PIK”) interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require Coltec and Stemco to pay in cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to a cap of 1% of the principal balance of each Intercompany Note in any calendar month and 4.5% of the principal balance of each Intercompany Note in any year. The interest due under the Intercompany Notes may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which the Company provides certain corporate services, makes available access to group insurance coverage to GST, makes advances to third party providers related to payroll and certain benefit plans sponsored by GST, and permits employees of GST to participate in certain of the Company’s benefit plans. In 2013, 2012, and 2011, PIK interest of $11.2 million, $10.7 million, and $10.2 million, respectively, was added to the principal balance of the Intercompany Notes, resulting in a total Notes Payable to GST balance of $259.3 million.
The Coltec Note is secured by Coltec’s pledge of certain of its equity ownership in specified U.S. subsidiaries. The Stemco Note is guaranteed by Coltec and secured by Coltec’s pledge of its interest in Stemco. The Intercompany Notes are subordinated to any obligations under the Company’s senior secured revolving credit facility.
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.
The historical business operations of GST LLC and Anchor have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing, containing encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec. The Company’s subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through another Coltec subsidiary, Garrison.
On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in Bankruptcy Court. The filings were the initial step in a claims resolution process, which is ongoing. The goal of the process is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which is expected to establish a trust to which all asbestos claims will be channeled for resolution. GST intends to seek an agreement with asbestos claimants and other creditors on the terms of a plan for the establishment of such a trust and repayment of other creditors in full, or in the absence of such an agreement an order of the Bankruptcy Court confirming such a plan.
Prior to its deconsolidation effective on the Petition Date, GST LLC and its subsidiaries operated as part of the Garlock group of companies within EnPro’s Sealing Products segment. GST LLC designs, manufactures and sells sealing products, including metallic, non-metallic and composite material gaskets, rotary seals, compression packing, resilient metal seals, elastomeric seals, hydraulic components, and expansion joints. GST LLC and its subsidiaries operate five primary manufacturing facilities, including GST LLC’s operations in Palmyra, New York and Houston, Texas.
Garrison’s principal business historically has been to manage the defense of all asbestos-related litigation affecting the Company’s subsidiaries, principally GST LLC and Anchor, arising from their sale or use of products or materials containing asbestos, and to manage, bill and collect available insurance proceeds. When it commenced business in 1996, Garrison acquired certain assets of GST LLC and assumed certain liabilities stemming from asbestos-related claims against GST LLC. Garrison is not itself a defendant in asbestos-related litigation and has no direct liability for asbestos-related claims. Rather, it has assumed GST LLC’s liability for such claims and agreed to indemnify GST LLC from liability with respect to such claims. Anchor was a distributor of products containing asbestos and was acquired by GST LLC in 1987. Anchor has been inactive and insolvent since 1993.
The financial results of GST and subsidiaries have been excluded from our consolidated results since the Petition Date. The investment in GST is presented using the cost method during the reorganization period and is subject to periodic reviews for impairment. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment and to not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon the applicable circumstances and facts at such time, including the terms of any plan of reorganization. See Note 18 to our Consolidated Financial Statements for condensed financial information for GST and subsidiaries.
GST’s third party sales and operating income from the date of deconsolidation through December 31, 2010, were $104.9 million and $16.5 million, respectively.
GST is included in our consolidated U.S. federal income tax return and certain state combined income tax returns. As the parent of these consolidated tax groups, we are liable for, and pay, income taxes owed by the entire group. We have agreed with
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GST to allocate group taxes to GST based on the U.S. consolidated tax return regulations and current accounting guidance. This method generally allocates current and deferred taxes to GST as if it were a separate taxpayer. As a result, we carry an income tax receivable from GST related to this allocation. At December 31, 2013, this amount was $46.9 million.
This receivable is expected to be collected in the future, subject to GST’s reorganization and the terms thereof.
As a result of the deconsolidation of GST, we conducted an analysis to compare the fair market value of GST to its book value. Based on this analysis, we recognized a $54.1 million non-cash pre-tax gain on the deconsolidation of GST in the second quarter of 2010. The fair value of GST, net of taxes on the gain on deconsolidation, was recorded at $236.9 million. Our $236.9 million investment value is subject to periodic reviews for impairment. GST will be presented using the cost method during the reorganization period.
We have assessed GST LLC’s and Garrison’s liquidity position as a result of the bankruptcy filing and believe they can continue to fund their operating activities, and those of their subsidiaries, and meet their capital requirements for the foreseeable future. However, the ability of GST LLC and Garrison to continue as going concerns is dependent upon their ability to resolve their ultimate asbestos liability in the bankruptcy from their net assets, future cash flows, and available insurance proceeds, whether through the confirmation of a plan of reorganization or otherwise. As a result of the bankruptcy filing and related events, there can be no assurance the carrying values of the assets, including the carrying value of the business and the tax receivable, will be realized or that liabilities will be liquidated or settled for the amounts recorded. In addition, a plan of reorganization, or rejection thereof, could change the amounts reported in the GST LLC and Garrison financial statements and cause a material change in the carrying amount of our investment. For additional information about GST’s bankruptcy proceeding, see Note 18 to our Consolidated Financial Statements and the sections entitled “Contingencies – Subsidiary Bankruptcy,” and “-Asbestos” in this Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Dividends
To date, we have not paid dividends and we do not intend to pay a dividend in the foreseeable future. If availability under our senior secured revolving credit facility falls below $20 million, we would be limited in our ability to pay dividends. As of December 31, 2013 and throughout 2013, we exceeded this minimum threshold. The indenture that governs the convertible debentures does not restrict us from paying dividends.
Critical Accounting Policies and Estimates
The preparation of our Consolidated Financial Statements, in accordance with accounting principles generally accepted in the United States, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures pertaining to contingent assets and liabilities. Note 1, “Overview, Significant Accounting Policies and Recently Issued Pronouncements,” to the Consolidated Financial Statements describes the significant accounting policies used to prepare the Consolidated Financial Statements. On an ongoing basis we evaluate our estimates, including, but not limited to, those related to bad debts, inventories, intangible assets, income taxes, warranty obligations, restructuring, pensions and other postretirement benefits, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from our estimates.
We believe the following accounting policies and estimates are the most critical. Some of them involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.
Revenue Recognition
For the Sealing Products and Engineered Products segments, revenue is recognized at the time title and risk of product ownership is transferred or when services are rendered, and shipping costs billed to customers are recognized as revenue and expensed in cost of goods sold.
We generally use the percentage-of-completion (“POC”) accounting method to account for our long-term contracts associated with the design, development, manufacture, or modification of complex engines under fixed price or cost plus contracts. During the third quarter of 2011, the Engine Products and Services segment began using POC for prospective engine contracts. We made this change because, as a result of enhancements to our financial management and reporting systems, we are able to reasonably estimate the revenue, costs, and progress towards completion of engine builds. If we are not able to meet those conditions for a particular engine contract, we recognize revenues using the completed-contract method. Additionally, engines that were in production at June 30, 2011 will continue to use the completed-contract method.
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Under POC, revenue is recognized based on the extent of progress towards completion of the long-term contract. We generally use the cost-to-cost measure for our long-term contracts unless we believe another method more clearly measures progress towards completion of the contract. Under the cost-to-cost measure, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the contract. Contract costs include labor, material and subcontracting costs, as well as an allocation of indirect costs. Revenues, including estimated fees or profits, are recorded as costs are incurred.
Due to the nature of the work required to be performed on many of our contracts, the estimation of total revenue and cost at completion is complex and subject to many variables. Management must make assumptions and estimates regarding labor productivity, the complexity of the work to be performed, the availability of materials, the length of time to complete the contract (to estimate increases in wages and prices for materials and related support cost allocations), performance by our subcontractors and overhead cost rates, among other variables. Based on our analysis, any quarterly adjustments to net sales, cost of sales, and the related impact to operating income are recorded as necessary in the period they become known. These adjustments may result in an increase or a decrease in operating income. Changes in estimates of net sales, cost of sales, and the related impact to operating income are recognized quarterly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract's percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. When estimates of total costs to be incurred on a contract exceed total estimates of revenue to be earned, a provision for the entire loss on the contract is recorded in the period the loss is determined.
Pensions and Postretirement Benefits
We and certain of our subsidiaries sponsor domestic and foreign defined benefit pension and other postretirement plans. Major assumptions used in the accounting for these employee benefit plans include the discount rate, expected return on plan assets, rate of increase in employee compensation levels and assumed health care cost trend rates. Assumptions are determined based on data available to us and appropriate market indicators, and are evaluated each year as of the plans’ measurement date. A change in any of these assumptions could have a material effect on net periodic pension and postretirement benefit costs reported in the Consolidated Statements of Operations, as well as amounts recognized in the Consolidated Balance Sheets. See Note 14 to the Consolidated Financial Statements for a discussion of pension and postretirement benefits.
Income Taxes
We use the asset and liability method of accounting for income taxes. Temporary differences arising between the tax basis of an asset or liability and its carrying amount on the Consolidated Balance Sheet are used to calculate future income tax assets or liabilities. This method also requires the recognition of deferred tax benefits, such as net operating loss carryforwards. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income (losses) 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. A tax benefit from an uncertain tax position is recognized only if we believe it is more likely than not that the position will be sustained on its technical merits. If the recognition threshold for the tax position is met, only the portion of the tax benefit that we believe is greater than 50 percent likely to be realized is recorded. See Note 4 to the Consolidated Financial Statements for a discussion of income taxes.
Goodwill and Other Intangible Assets
We do not amortize goodwill, but instead it is subject to annual impairment testing. The goodwill asset impairment test involves comparing the fair value of a reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a second step of comparing the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill is required to measure the potential goodwill impairment loss. There are inherent assumptions and estimates used in developing future cash flows which require management to apply judgment to the analysis of intangible asset impairment, including projecting revenues, interest rates, cost of capital, royalty rates and tax rates. Many of the factors used in assessing fair value are outside the control of management, and it is reasonably likely that assumptions and estimates will change in future periods. These changes can result in future impairments. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview and Outlook” as well as Notes 1 and 9 to the Consolidated Financial Statements.
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Contingencies
General
A detailed description of certain environmental, asbestos and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expense for administrative and legal proceedings are recorded when incurred.
Environmental
Our facilities and operations are subject to federal, state and local environmental and occupational health and safety requirements of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with environmental, health and safety laws as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.
Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries is involved with various remediation activities at
15
sites where the future cost per site for us or our subsidiary is expected to exceed
$100 thousand
. Investigations have been completed for
11
sites and are in progress at the other
four
sites. The majority of these sites relate to remediation projects at former operating facilities that were sold or closed and primarily deal with soil and groundwater contamination.
During 2013, we accrued a liability of
$6.3 million
related to environmental remediation costs associated with the pre-1983 site ownership and operation of the former Trent Tube facility in East Troy, Wisconsin. This amount is included in other income (expense) on the accompanying Consolidated Statements of Operations. The Trent Tube facility was operated by Crucible Materials Corporation from 1983 until its closure in 1998. Crucible Materials Corporation commenced environmental remediation activities at the site in 1999. In connection with the bankruptcy of Crucible Materials Corporation, a trust was established to fund the remediation of the site. We have reviewed the trust's assets and have valued them at
$750,000
for our internal purposes. During 2013, the Wisconsin Department of Natural Resources first notified us of potential liability for remediation of the site as a potentially responsible party under Wisconsin's "Spill Act" which provides that potentially responsible parties may be jointly and severally liable for site remediation. Based on our evaluation of the site, we believe our estimated costs to remediate the site will range between
$7 million
and
$10 million
, reduced by the value of the trust's remaining assets.
As of
December 31, 2013
and
2012
, we had accrued liabilities of
$15.1 million
and
$11.3 million
, respectively, for estimated future expenditures relating to environmental contingencies. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. In addition, based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have additional contingent liabilities in one or more significant environmental matters, which are included in the
15
sites referred to above. Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities. See Note 19 to the Consolidated Financial Statements for additional information regarding our environmental contingencies and see the section titled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Colt Firearms and Central Moloney
We may have contingent liabilities related to divested businesses for which certain of our subsidiaries retained liability or are obligated under indemnity agreements. These contingent liabilities include, but are not limited to, potential product liability and associated claims related to firearms manufactured prior to March 1990 by Colt Firearms, a former operation of Coltec, and for electrical transformers manufactured prior to May 1994 by Central Moloney, another former Coltec operation. We believe that these potential contingent liabilities are not material to the Company’s financial condition, results of operation and cash flows. Coltec also has ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, with regard to workers’ compensation, retiree medical and other retiree benefit matters that relate to Coltec’s periods of ownership of these operations.
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Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of Coltec until 1983 when its assets and liabilities were distributed to a new Coltec subsidiary, Crucible Materials Corporation. Coltec sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009 and is no longer conducting operations. We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, related to Coltec’s period of ownership of Crucible. Based on Coltec’s prior ownership of Crucible, we may have certain other contingent liabilities, including liabilities in one or more significant environmental matters included in the matters discussed in “Environmental,” above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in “Environmental” above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities. See Note 19 to the Consolidated Financial Statements for information about certain liabilities relating to Coltec’s ownership of Crucible.
Subsidiary Bankruptcy
Three of our subsidiaries filed voluntary Chapter 11 bankruptcy petitions on the Petition Date as a result of tens of thousands of pending and estimated future asbestos personal injury claims. The filings were the initial step in a claims resolution process. The goal of the process is an efficient and permanent resolution of all pending and future asbestos claims through court approval of a plan of reorganization that will establish a trust to which all asbestos claims will be channeled for resolution and payment.
In November 2011, GST filed a proposed plan of reorganization with the Bankruptcy Court. The proposed plan calls for a trust to be formed, to which GST and affiliates would contribute $200 million and which would be the exclusive remedy for future asbestos personal injury claimants – those whose claims arise after confirmation of the plan. The proposed plan provides that each present personal injury claim (any pending claim or one that arises between the Petition Date and plan confirmation) will be assumed by reorganized GST and resolved either by settlement pursuant to a matrix contained in the proposed plan or as otherwise agreed, or by payment in full of any judgment entered after trial in federal court. Based on a preliminary estimate provided by Bates White, the estimation expert retained by counsel to GST, prior to the time that GST filed its proposed plan, GST estimates that the indemnity costs to resolve all present claims pursuant to the settlement matrix in the plan would cost reorganized GST approximately $70 million. Under the proposed plan, all non-asbestos claimants would be paid the full value of their claims.
GST’s proposed plan is opposed by the Official Committee of Asbestos Personal Injury Claimants (the “Claimants’ Committee”) and the Future Claimants’ Representative (the “FCR” and together with the Claimants’ Committee, “claimant representatives”) and is unlikely to be approved in its current form.
On April 13, 2012, the Bankruptcy Court granted a motion by GST for the Bankruptcy Court to estimate the allowed amount of present and future asbestos claims against GST for mesothelioma, a rare cancer attributed to asbestos exposure, for purposes of determining the feasibility of a proposed plan of reorganization. The estimation trial commenced on July 22, 2013 and concluded on August 22, 2013.
GST and the Claimants’ Committee and FCR proposed different approaches to estimating allowed asbestos personal injury claims against GST, and the Bankruptcy Court ruled that each could present its proposed approach. GST offered a merits-based approach that focused on its legal defenses to liability and took account of claimants’ recoveries from other sources, including trusts established in Chapter 11 cases filed by GST’s co-defendants, in estimating potential future recoveries by claimants from GST. The Claimants’ Committee and FCR offered a settlement-based theory of estimation.
On
January 10, 2014, Bankruptcy Judge George Hodges announced his estimation decision in a 65-page order. Citing with approval the methodology put forth by GST at trial, the judge determined that $125 million is the amount sufficient to satisfy GST’s liability for present and future mesothelioma claims. Judge Hodges adopted GST’s “legal liability” approach to estimation, focused on the merits of claims, and rejected asbestos claimant representatives’ approach, which focused solely on GST’s historical settlement history. The judge’s liability determination is for mesothelioma claims only. The court has not yet determined amounts for GST’s liability for other asbestos claims and for administrative costs that would be required to review and process claims and payments, which will add to the amount.
In his opinion, Judge Hodges writes, “The best evidence of Garlock’s aggregate responsibility is the projection of its legal liability that takes into consideration causation, limited exposure and the contribution of exposures to other products.”
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The decision validates the positions that GST has been asserting for the more than three years it has been in this process. Following are several important findings in the opinion:
|
•
|
Garlock’s products resulted in a relatively low exposure to asbestos to a limited population, and its legal responsibility for causing mesothelioma is relatively
de minimis
.
|
|
•
|
Chrysotile, the asbestos fiber type used in almost all of Garlock’s asbestos products, is far less toxic than other forms of asbestos. The court found reliable and persuasive Garlock’s expert epidemiologist, who testified that there is no statistically significant association between low dose chrysotile exposure and mesothelioma.
|
|
•
|
The population that was exposed to Garlock’s products was necessarily exposed to far greater quantities of higher potency asbestos from the products of others.
|
|
•
|
The estimates of Garlock’s aggregate liability that are based on its historic settlement values are not reliable because those values are infected with the impropriety of some law firms and inflated by the cost of defense.
|
GST plans to incorporate the court’s ruling into a plan of reorganization that it will submit in place of the plan referenced above. GST has not yet determined the amount that it will propose be included in its revised plan, as it continues to hope that it can reach a consensual resolution with representatives of current and future claimants. GST has stated that it continues to be willing to engage in discussions with claimant representatives, recognizing that an agreed settlement would provide the best path to certainty and finality through section 524(g) of the Bankruptcy Code, provide for faster and more efficient completion of the case, save significant future costs, and allow for the attainment of complete finality.
We caution that, in the absence of a consensual deal, the GST asbestos claims resolution process remains uncertain and could take an undetermined time to complete.
During the course of the Chapter 11 proceedings, the claimant representatives have asserted that affiliates of the filed entities, including the Company and Coltec, should be held responsible for the asbestos liabilities of the filed entities under various theories of derivative corporate responsibility including veil-piercing and alter ego. Claimant representatives filed a motion with the Bankruptcy Court asking for permission to sue us based on those theories. In a decision dated June 7, 2012, the Bankruptcy Court denied the claimant representatives’ motion without prejudice, thereby potentially allowing the representatives to re-file the motion after the estimation trial scheduled for 2013. We believe there is no reason for the claimant representatives to re-file the motion because the judge's estimation decision leaves no doubt that GST is capable of fully funding any plan of reorganization in the case.
From time to time during the case we have engaged in settlement discussions with asbestos claimant representatives and we anticipate that we will continue to do so; however, there can be no assurance that a settlement will be reached and, if so, when that might occur.
From the Petition Date through December 31, 2013, GST has recorded Chapter 11 case-related fees and expenses totaling $102.0 million. The total includes $53.1 million for fees and expenses of GST’s counsel and experts; $39.1 million for fees and expenses of counsel and experts for the asbestos claimants’ committee, and $9.8 million for the fees and expenses of the future claims representative and his counsel and experts. GST recorded $44.6 million of those case-related fees and expenses in 2013 compared to $31.4 million in 2012, and $17.0 million in 2011. GST attributes the large year-over-year increase to increased activity in the case, including activity related to the estimation trial.
See the additional information provided earlier under the heading “Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.”, the discussion under the heading “Asbestos”, which follows, and Notes 18 and 19 to our Consolidated Financial Statements.
Asbestos
Background on Asbestos-Related Litigation
. The historical business operations of GST LLC and Anchor resulted in a substantial volume of asbestos litigation in which plaintiffs alleged personal injury or death as a result of exposure to asbestos fibers in products produced or sold by GST LLC or Anchor, together with products produced and sold by numerous other companies. GST LLC and Anchor manufactured and/or sold industrial sealing products that contained encapsulated asbestos fibers. Other of our subsidiaries that manufactured or sold equipment that may have at various times in the past contained asbestos-containing components have also been named in a number of asbestos lawsuits, but only GST LLC and Anchor have ever paid an asbestos claim.
34
Since the first asbestos-related lawsuits were filed against GST LLC in 1975, GST LLC and Anchor have processed more than 900,000 claims to conclusion, and, together with insurers, have paid over $1.4 billion in settlements and judgments and over $400 million in fees and expenses. Our subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through Garrison.
Beginning in 2000, the top-tier asbestos defendants—companies that paid most of the plaintiffs’ damages because they produced and sold huge quantities of highly friable asbestos products—sought bankruptcy protection and stopped paying asbestos claims in the tort system. The bankruptcies of many additional producers of friable asbestos products followed. The plaintiffs could no longer pursue actions against these large defendants during the pendency of their bankruptcy proceedings, even though these defendants had historically been determined to be the largest contributors to asbestos-related injuries. Many plaintiffs pursued GST LLC in civil court actions to recover compensation formerly paid by top-tier bankrupt companies under state law principles of joint and several liability and began identifying GST LLC’s non-friable sealing products as a primary cause of their asbestos diseases, while generally denying exposure to the friable products of companies in bankruptcy. GST LLC believes this targeting strategy effectively shifted the focus of the litigation from top-tier defendants that produced friable asbestos products to GST LLC, thereby materially increasing GST LLC’s cost of defending and resolving claims.
Almost all of the top-tier defendants that sought bankruptcy relief in the early 2000s have now emerged, or are positioning to emerge, from bankruptcy. Their asbestos liabilities have been assumed by wealthy 524(g) trusts created in the bankruptcies with assets contributed by the emerging former defendants and their affiliates. With the emergence of these companies from bankruptcy, many plaintiffs seek compensation from the 524(g) trusts. These trusts have aggregate assets exceeding $30 billion ($36.8 billion according to a study released in September 2011 by the United States Government Accountability Office) specifically set aside to compensate individuals with asbestos diseases caused by the friable products of those defendants. We believe that as billions of dollars of 524(g) trust assets continue to become available to claimants, defendants will obtain significant reductions in their costs to defend and resolve claims. As of the Petition Date, however, the establishment of these 524(g) trusts had taken longer than anticipated and the trusts had a significant backlog of claims that accumulated while the trusts were being established. Additionally, procedures adopted for the submissions of asbestos claims in bankruptcy cases and against 524(g) trusts make it difficult for GST LLC and other tort-system co-defendants to gain access to information about claims made against bankrupt defendants or the accompanying evidence of exposure to the asbestos-containing products of such bankrupt defendants. We believe that these procedures enable claimants to “double dip” by focusing the litigation on and collecting payments from remaining defendants in the tort system, blaming them for injuries caused by the former top-tier defendants while also collecting substantial additional amounts from 524(g) trusts established by those former defendants to pay asbestos claims. Because of these factors, while several 524(g) trusts had begun making substantial payments to claimants prior to the Petition Date, GST LLC had not yet experienced a significant reduction in damages being sought from GST LLC.
Subsidiary Chapter 11 Filing and Its Effect
. In light of GST LLC’s experience that (a) its cost of defending and resolving claims had not yet declined as anticipated although 524(g) trusts had begun making substantial payments to claimants, and (b) new mesothelioma claims filings against it in the years immediately preceding the Petition Date had not declined at a rate similar to the rate of decline in disease incidence, GST initiated voluntary proceedings under Chapter 11 of the United States Bankruptcy Code as a means to determine and comprehensively resolve their asbestos liability. The filings were the initial step in a claims resolution process, which is ongoing.
During the pendency of the Chapter 11 proceedings, certain actions proposed to be taken by GST not in the ordinary course of business will be subject to approval by the Bankruptcy Court. As a result, during the pendency of these proceedings, we do not have exclusive control over these companies. Accordingly, as required by GAAP, GST was deconsolidated beginning on the Petition Date.
As a result of the initiation of the Chapter 11 proceedings, the resolution of asbestos claims is subject to the jurisdiction of the Bankruptcy Court. The filing of the Chapter 11 cases automatically stayed the prosecution of pending asbestos bodily injury and wrongful death lawsuits, and initiation of new such lawsuits, against GST. Further, the Bankruptcy Court issued an order enjoining plaintiffs from bringing or further prosecuting asbestos products liability actions against affiliates of GST, including EnPro, Coltec and all their subsidiaries, during the pendency of the Chapter 11 proceedings, subject to further order. As a result, the numbers of new claims filed against our subsidiaries and, except as a result of the resolution of appeals from verdicts rendered prior to the Petition Date, the numbers of claims pending against them have not changed since the Petition Date, and those numbers continue to be as reported in our 2009 Form 10-K and our quarterly reports for the first and second quarters of 2010. See the section entitled “Subsidiary Bankruptcy” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information and an update on the GST asbestos claims resolution process.
Pending Claims
. On the Petition Date, according to Garrison's claim records, there were more than 90,000 total claims pending against GST LLC, of which approximately 5,800 were claims alleging the disease mesothelioma. Based on discovery
35
in the Chapter 11 proceedings, GST has learned that more than 1,900 of those mesothelioma claims records were not, in fact, pending mesothelioma claims. Garrison now believes that there were less than 4,000 mesothelioma claims pending against it as of the Petition Date. Mesothelioma is a rare cancer of the protective lining of many of the body’s internal organs, principally the lungs. The primary cause of mesothelioma is believed to be exposure to asbestos. As a result of asbestos tort reform during the 2000s, most active asbestos-related lawsuits, and a large majority of the amount of payments made by our subsidiaries in the years immediately preceding the Petition Date, have been of claims alleging mesothelioma. In total, GST LLC has paid $563.2 million to resolve a total of 15,300 mesothelioma claims, and another 5,700 mesothelioma claims have been dismissed without payment.
In order to estimate the allowed amount for mesothelioma claims against GST, the Bankruptcy Court approved a process whereby all current GST LLC mesothelioma claimants were required to respond to a questionnaire about their claims. Questionnaires were distributed to the mesothelioma claimants identified in Garrison’s claims database. Many of the 5,800 claimants (over 500) did not respond to the questionnaire at all; many others (more than 1,900) reflect claims where the claimants do not have mesothelioma, have acknowledged that they cannot establish exposure to GST products, their claims were dismissed, settled or withdrawn, their claims were duplicates of other filed claims, or were closed or inactive. Still others responded to the questionnaire but their responses were deficient in some material respect. As a result of this process, less than 3,300 claimants have presented questionnaires asserting mesothelioma claims against GST LLC as of the Petition Date and many of them have not established exposure to GST products or have claims that are otherwise deficient.
Since the Petition Date, many asbestos-related lawsuits have been filed by claimants against other companies in state and federal courts, and many of those claimants might also have included GST LLC as a defendant but for the bankruptcy injunction. Many of those claimants likely will make claims against GST in the bankruptcy proceeding.
Product Defenses
. We believe that the asbestos-containing products manufactured or sold by GST could not have been a substantial contributing cause of any asbestos-related disease. The asbestos in the products was encapsulated, which means the asbestos fibers incorporated into the products during the manufacturing process were sealed in binders. The products were also nonfriable, which means they could not be crumbled by hand pressure. The U.S. Occupational Safety and Health Administration, which began generally requiring warnings on asbestos-containing products in 1972, has never required that a warning be placed on products such as GST LLC’s gaskets. Even though no warning label was required, GST LLC included one on all of its asbestos-containing products beginning in 1978. Further, gaskets such as those previously manufactured and sold by GST LLC are one of the few asbestos-containing products still permitted to be manufactured under regulations of the U.S. Environmental Protection Agency. Nevertheless, GST LLC discontinued all manufacture and distribution of asbestos-containing products in the U.S. during 2000 and worldwide in mid-2001.
Appeals
. GST LLC has a record of success in trials of asbestos cases, especially before the bankruptcies of many of the historically significant asbestos defendants that manufactured raw asbestos, asbestos insulation, refractory products or other dangerous friable asbestos products. However, it has on occasion lost jury verdicts at trial. GST has consistently appealed when it has received an adverse verdict and has had success in a majority of those appeals. We believe that GST LLC will continue to be successful in the appellate process, although there can be no assurance of success in any particular appeal. At December 31, 2013, three GST LLC appeals are pending from adverse decisions totaling $2.4 million.
GST LLC won reversals of adverse verdicts in one of two recent appellate decisions. In September 2011, the United States Court of Appeals for the Sixth Circuit overturned a $500 thousand verdict against GST LLC that was handed down in 2009 by a Kentucky federal court jury. The federal appellate court found that GST LLC’s motion for judgment as a matter of law should have been granted because the evidence was not sufficient to support a determination of liability. The Sixth Circuit’s chief judge wrote that, “On the basis of this record, saying that exposure to Garlock gaskets was a substantial cause of [claimant’s] mesothelioma would be akin to saying that one who pours a bucket of water into the ocean has substantially contributed to the ocean’s volume.” In May 2011, a three-judge panel of the Kentucky Court of Appeals upheld GST LLC’s $700 thousand share of a jury verdict, which included punitive damages, in a lung cancer case against GST LLC in Kentucky state court. This verdict, which was secured by a bond pending the appeal, was paid in June 2012.
Insurance Coverage
. At December 31, 2013, we had $121.1 million of insurance coverage we believe is available to cover current and future asbestos claims payments and certain expense payments. GST has collected insurance payments totaling $74.0 million since the Petition Date. Of the $121.1 million of available insurance coverage remaining, we consider $120.0 million (99%) to be of high quality because the insurance policies are written or guaranteed by U.S.-based carriers whose credit rating by S&P is investment grade (BBB-) or better, and whose AM Best rating is excellent (A-) or better. We consider $1.1 million (1%) to be of moderate quality because the insurance policies are written with various London market carriers. Of the $121.1 million, $85.1 million is allocated to claims that were paid by GST LLC prior to the initiation of the Chapter 11 proceedings and submitted to insurance companies for reimbursement, and the remainder is allocated to pending and estimated future claims. There are specific agreements in place with carriers covering $86.2 million of the remaining
36
available coverage. Based on those agreements and the terms of the policies in place and prior decisions concerning coverage, we believe that substantially all of the $121.1 million of insurance proceeds will ultimately be collected, although there can be no assurance that the insurance companies will make the payments as and when due. The $121.1 million is in addition to the $20.8 million collected in 2013. Based on those agreements and policies, some of which define specific annual amounts to be paid and others of which limit the amount that can be recovered in any one year, we anticipate that $39.1 million will become collectible at the conclusion of GST’s Chapter 11 proceeding and, assuming the insurers pay according to the agreements and policies, that the following amounts should be collected in the years set out below regardless of when the case concludes:
2014 – $20 million
2015 – $20 million
2016 – $18 million
2017 – $13 million
2018 – $11 million
GST LLC has received $7.2 million of insurance recoveries from insolvent carriers since 2007 and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the $121.1 million of anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general liability policies that cover Coltec and certain of its other subsidiaries in addition to GST LLC for periods prior to 1985 and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.
Liability Estimate
. Our recorded asbestos liability as of the Petition Date was $472.1 million. We based that recorded liability on an estimate of probable and estimable expenditures to resolve asbestos personal injury claims under generally accepted accounting principles, made with the assistance of Garrison and an estimation expert, Bates White, retained by GST LLC’s counsel. The estimate developed was an estimate of the most likely point in a broad range of potential amounts that GST LLC might pay to resolve asbestos claims (by settlement in the majority of the cases except those dismissed or tried) over the ten-year period following the Petition Date in the state court system, plus accrued but unpaid legal fees. The estimate, which was not discounted to present value, did not reflect GST LLC’s views of its actual legal liability; GST LLC has continuously maintained that its products could not have been a substantial contributing cause of any asbestos disease. Instead, the liability estimate reflected GST LLC’s recognition that most claims would be resolved more efficiently and at a significantly lower total cost through settlements without any actual liability determination.
Neither we nor GST has endeavored to update the accrual since the Petition Date except as necessary to reflect payments of accrued fees and the disposition of cases on appeal. After those necessary updates, the liability accrual at December 31, 2013 was $466.8 million. In each asbestos-driven Chapter 11 case that has been resolved previously, the amount of the debtor’s liability has been determined as part of a consensual plan of reorganization agreed to by the debtor and its creditors, including asbestos claimants and a representative of potential future claimants. GST does not believe that there is a reliable process by which an estimate of such a consensual resolution can be made and therefore believes that, prior to the resolution of liability in GST's Chapter 11 proceeding, there is no basis upon which it can revise the estimate last updated prior to the Petition Date. In addition, we do not believe that we can make a reasonable estimate of a specific range of more likely outcomes with respect to the asbestos liability of GST.
In a proposed plan of reorganization filed by GST and opposed by claimant representatives, GST has proposed to resolve all pending and future claims. GST has estimated that the amounts to be paid into the trust created by the plan for payments to future claimants, plus the indemnity costs incurred under the plan to pay present claimants, would be approximately $270 million. See the section entitled “Subsidiary Bankruptcy” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The proposed plan of reorganization includes provisions that would resolve any and all alleged derivative claims against us based on GST asbestos products. The provisions specify that we would fund $30 million of the amount proposed to be paid into the trust to pay future claimants and would guarantee the obligations of GST under the plan. Those provisions are incorporated into the terms of the proposed plan only in the context of the specifics of that plan, which would result in the equity interests of GST being retained by GST’s equity holder, the reconsolidation of GST into the Company with substantial equity above the amount of equity currently included in our consolidated financial statements, and an injunction protecting us from future GST claims.
As stated previously, GST intends to incorporate the judge's recent decision estimating GST's liability for mesothelioma into a plan of reorganization that it will submit in place of the current proposed plan. GST has not yet determined the amount that it will propose be included in the revised plan. We cannot predict when a plan of reorganization for GST might be approved and effective nor can we predict the amount of funding that a confirmed plan will require. An estimation trial for the purpose of determining the number and value of allowed mesothelioma claims for plan feasibility purposes commenced on July
37
22, 2013, and concluded on August 22, 2013. On January 10, 2014, the Bankruptcy Court entered an order estimating GST's liability for present and future mesothelioma claims at $125 million, consistent with the positions that GST put forth at trial. The Court's estimate is for mesothelioma claims only. Additional amounts may be necessary to resolve other disease claims and trust administration costs. This estimation decision does not end the case; there are many potential hurdles, including appeals, that may arise prior to plan confirmation. See the subsection entitled "Subsidiary Bankruptcy - Update," in this Management's Discussion and Analysis of Financial Condition and Results of Operation.
Quantitative Claims and Insurance Information
. Our recorded asbestos liability at the Petition Date was $472.1 million. As of the Petition Date, we had remaining insurance and trust coverage of $192.4 million, which included $156.3 million in insured claims and expenses our subsidiaries have paid out in excess of amounts recovered from insurance. These amounts are recoverable under the terms of our insurance policies, subject to potential competing claims of other covered subsidiaries, and have been billed to the insurance carriers.
Off Balance Sheet Arrangements
Lease Agreements
We have a number of operating leases primarily for real estate, equipment and vehicles. Operating lease arrangements are generally utilized to secure the use of assets from time to time if the terms and conditions of the lease or the nature of the asset makes the lease arrangement more favorable than a purchase. As of
December 31, 2013
, approximately
$51.8 million
of future minimum lease payments were outstanding under these agreements. See Note 19, “Commitments and Contingencies – Other Commitments,” to the Consolidated Financial Statements for additional disclosure.
Contractual Obligations
A summary of our contractual obligations and commitments at
December 31, 2013
, is as follows:
|
|
Payments Due by Period (in millions)
|
||||||||||||||||||
|
Contractual Obligations
|
Total
|
Less than
1 Year
|
1-3
Years
|
3-5
Years
|
More than
5 Years
|
||||||||||||||
|
Long-term debt
|
$
|
181.0
|
|
$
|
0.2
|
|
$
|
180.3
|
|
$
|
0.2
|
|
$
|
0.3
|
|
||||
|
Notes payable to GST
|
309.2
|
|
—
|
|
—
|
|
309.2
|
|
—
|
|
|||||||||
|
Interest on long-term debt
|
12.7
|
|
6.9
|
|
5.7
|
|
0.1
|
|
—
|
|
|||||||||
|
Interest on notes payable to GST
|
72.2
|
|
16.9
|
|
36.0
|
|
19.3
|
|
—
|
|
|||||||||
|
Operating leases
|
51.8
|
|
12.7
|
|
19.4
|
|
13.9
|
|
5.8
|
|
|||||||||
|
Other liabilities
|
24.4
|
|
4.1
|
|
6.4
|
|
5.6
|
|
8.3
|
|
|||||||||
|
Total
|
$
|
651.3
|
|
$
|
40.8
|
|
$
|
247.8
|
|
$
|
348.3
|
|
$
|
14.4
|
|
||||
Payment for long-term debt may be accelerated under certain circumstances because the convertible debentures due in 2015 may be converted earlier, requiring payment of the principal amount thereof in cash. In the event of an early conversion, we believe we would refinance the convertible debentures with an unsecured public debt offering or with other funding available at the time. The payments for long-term debt shown in the table above reflect the contractual principal amount for the convertible debentures. In our Consolidated Balance Sheet, this amount is shown net of a debt discount pursuant to the applicable accounting rules. Additional discussion regarding the convertible debentures is included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Liquidity and Capital Resources – Capital Resources,” and in Note 12 to the Consolidated Financial Statements. The interest on long-term debt represents the contractual interest coupon. It does not include the debt discount accretion, which also is a component of interest expense.
The notes payable to GST LLC bear interest at 11% per annum, of which 6.5% is payable in cash and 4.5% is added to the principal amount as PIK interest. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, GST LLC can require us to pay in cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to a cap of 1% of the principal balance of each note in any calendar month and 4.5% of the principal balance of each note in any year. The interest due under the notes payable to GST LLC may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which we provide certain corporate services and insurance coverages to GST LLC, makes advances to third party providers related to payroll and certain benefit plans sponsored by GST LLC, and permits
38
employees of GST LLC to participate in certain of our benefit plans. The table above reflects $82.0 million of total PIK interest as principal payments at the due date of the notes.
Payments for other liabilities are estimates of amounts to be paid for environmental and retained liabilities of previously owned businesses included in the Consolidated Balance Sheets at
December 31, 2013
. These estimated payments are based on information currently known to us. However, it is possible that these estimates will vary from actual results and it is possible that these estimates may be updated in the future if new information becomes available in the future or if there are changes in the facts and circumstances related to these liabilities. Additional discussion regarding these liabilities is included earlier in this Management’s Discussion and Analysis of Financial Condition and Results of Operations in “Contingencies – Environmental, Contingencies – Colt Firearms and Central Moloney,” “Contingencies – Crucible Steel Corporation a/k/a Crucible, Inc.,” and in Note 19 to the Consolidated Financial Statements.
The table does not include obligations under our pension and postretirement benefit plans, which are included in Note 14 to the Consolidated Financial Statements.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates and interest rates that could affect our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through normal operating and financing activities and through the use of derivative financial instruments. We intend to use derivative financial instruments as risk management tools and not for speculative investment purposes.
Interest Rate Risk
We are exposed to interest rate risk as a result of our outstanding debt obligations. The table below provides information about our fixed rate debt obligations as of
December 31, 2013
. The table represents principal cash flows (in millions) and related weighted average interest rates by expected (contractual) maturity dates.
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
Fair
Value
|
||||||||||||||||||||||||
|
Fixed rate debt
|
$
|
0.2
|
|
$
|
172.6
|
|
$
|
0.1
|
|
$
|
259.4
|
|
$
|
0.1
|
|
$
|
0.3
|
|
$
|
432.7
|
|
$
|
577.7
|
|
|||||||
|
Average interest rate
|
4.4
|
%
|
3.9
|
%
|
4.4
|
%
|
11.0
|
%
|
4.4
|
%
|
4.4
|
%
|
8.2
|
%
|
|||||||||||||||||
Additionally, we had $7.6 million outstanding on our revolving credit facility as of
December 31, 2013
, which has a variable interest rate. A change in interest rates on variable-rate debt affects the interest incurred and cash flows, but does not affect the net financial instrument position.
Foreign Currency Risk
We are exposed to foreign currency risks arising from normal business operations. These risks include the translation of local currency balances of our foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. Our objective is to control our exposure to these risks and limit the volatility in our reported earnings due to foreign currency fluctuations through our normal operating activities and, where appropriate, through foreign currency forward contracts and option contracts. The following table provides information about our outstanding foreign currency forward contracts as of
December 31, 2013
.
|
Transaction Type
|
Notional Amount
Outstanding in
Millions of U.S.
Dollars (USD)
|
Maturity Dates
|
Exchange Rate Ranges
|
||||
|
Forward Contracts
|
|||||||
|
Buy British pound/sell euro
|
$
|
27.8
|
|
Jan 2014 – Mar 2014
|
0.8322 to 0.8744 pound/euro
|
||
|
Sell British pound/buy euro
|
4.5
|
|
Jan 2014
|
0.8361 pound/euro
|
|||
|
Various others
|
18.8
|
|
Jan 2014 – Dec 2014
|
Various
|
|||
|
$
|
51.1
|
|
|||||
39
Commodity Risk
We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials such as steel, engineered plastics, copper and polymers, are subject to price fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion and utilize lean initiatives to further mitigate the impact of commodity raw material price fluctuations as we achieve improved efficiencies. We do not hedge commodity risk with any market risk sensitive instruments.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ENPRO INDUSTRIES, INC.
Index to Consolidated Financial Statements
|
|
Page
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Not applicable.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The purpose of our disclosure controls and procedures is to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, including this report, is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to our management to allow timely decisions regarding disclosure.
Management does not expect our disclosure controls and procedures or internal controls to prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with polices or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
40
Based on the controls evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that management will be timely alerted to material information required to be included in our periodic reports filed with the Securities and Exchange Commission.
In addition, no change in our internal control over financial reporting has occurred during the quarter ended December 31, 2013, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We carried out an evaluation, under the supervision and with the participation of our chief executive officer and our chief financial officer, of the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we have concluded, as of December 31, 2013, our internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2013, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.
|
ITEM 9B.
|
OTHER INFORMATION
|
Not applicable.
41
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Information concerning our directors and officers appearing under the captions “Election of Directors,” “Legal Proceedings,” “Corporate Governance Policies and Practices,” and information under the caption “Security Ownership of Certain Beneficial Owners and Management – Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for the 2014 annual meeting of shareholders is incorporated herein by reference.
We have adopted a written code of business conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code is available on our Internet site at
www.enproindustries.com
. We intend to disclose on our Internet site any substantive changes to the Code and any waivers granted under the Code to the specified officers.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
A description of the compensation of our executive officers is set forth under the caption “Executive Compensation” in our definitive proxy statement for the 2014 annual meeting of shareholders and is incorporated herein by reference.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Security ownership data appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for the 2014 annual meeting of shareholders is incorporated herein by reference.
The table below contains information as of December 31, 2013, with respect to our Amended and Restated 2002 Equity Compensation Plan, the only compensation plan or arrangement (other than our tax-qualified plans) under which we have options, warrants or rights to receive equity securities authorized for issuance.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants
and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
|
||||||||
|
|
(a)
|
(b)
|
(c)
|
||||||||
|
Equity compensation plans approved by security holders
|
739,472
(1)
|
$36.10
(2)
|
414,005
|
|
|||||||
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
—
|
|
||||
|
Total
|
739,472
(1)
|
$36.10
(2)
|
414,005
|
|
|||||||
|
(1)
|
Includes shares issuable under restricted share unit awards and performance shares awarded under our Amended and Restated 2002 Equity Compensation Plan at the level paid for the 2011 – 2013 performance cycle and at the maximum levels payable for the 2012 – 2014 and 2013 – 2015 performance cycles.
|
|
(2)
|
The weighted average exercise price does not take into account awards of performance shares, phantom shares or restricted share units. Information with respect to these awards is incorporated by reference to the information appearing under the captions “Corporate Governance Policies and Practices – Director Compensation” and “Executive Compensation – Grants of Plan Based Awards – LTIP Awards” in our definitive proxy statement for the 2014 annual meeting of shareholders.
|
Information concerning the inducement restricted share awards granted in 2008 to our Chief Executive Officer outside of our Amended and Restated 2002 Equity Compensation Plan is incorporated by reference to the information appearing under the caption “Executive Compensation – Employment Agreement” in our definitive proxy statement for the 2014 annual meeting of shareholders.
42
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Information concerning the independence of our directors is set forth under the caption “Corporate Governance Policies and Practices – Director Independence” in our definitive proxy statement for the 2014 annual meeting of shareholders and is incorporated herein by reference.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Information appearing under the caption “Independent Registered Public Accounting Firm” in our definitive proxy statement for the 2014 annual meeting of shareholders is incorporated herein by reference.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
(a)
|
The following documents are filed as part of this report:
|
|
1.
|
Financial Statements
|
The financial statements filed as part of this report are listed in Part II, Item 8 of this report on the Index to Consolidated Financial Statements.
|
2.
|
Financial Statement Schedule
|
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2013, 2012 and 2011 appears on page 89.
Other schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the Consolidated Financial Statements or notes thereto.
|
3.
|
Exhibits
|
The exhibits to this report on Form 10-K are listed in the Exhibit Index appearing on pages 45 to 47.
43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, North Carolina on this 25th day of February, 2014.
|
ENPRO INDUSTRIES, INC.
|
|
|
By:
|
/s/ Robert S. McLean
|
|
Robert S. McLean
|
|
|
Vice President, General Counsel and Secretary
|
|
|
By:
|
/s/ Susan P. Ballance
|
|
Susan P. Ballance
|
|
|
Vice President, Chief Accounting Officer and Controller
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, or in their behalf by their duly appointed attorney-in-fact, on behalf of the registrant in the capacities and on the date indicated.
|
Signatures
|
Title
|
Date
|
||
|
/s/ Stephen E. Macadam
|
President and
Chief Executive Officer
(Principal Executive Officer) and Director
|
February 25, 2014
|
||
|
Stephen E. Macadam
|
||||
|
/s/ Alexander W. Pease
|
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
February 25, 2014
|
||
|
Alexander W. Pease
|
||||
|
/s/ Gordon D. Harnett
|
Chairman of the Board and Director
|
February 25, 2014
|
||
|
Gordon D. Harnett*
|
||||
|
/s/ Thomas M. Botts
|
Director
|
February 25, 2014
|
||
|
Thomas M. Botts*
|
||||
|
/s/ Peter C. Browning
|
Director
|
February 25, 2014
|
||
|
Peter C. Browning*
|
||||
|
/s/ Felix M. Brueck
|
Director
|
February 25, 2014
|
||
|
Felix M. Brueck
|
||||
|
/s/ B. Bernard Burns, Jr.
|
Director
|
February 25, 2014
|
||
|
B. Bernard Burns, Jr.*
|
||||
|
/s/ Diane C. Creel
|
Director
|
February 25, 2014
|
||
|
Diane C. Creel*
|
||||
|
/s/ Kees van der Graaf
|
Director
|
February 25, 2014
|
||
|
Kees van der Graaf*
|
||||
|
/s/ David L. Hauser
|
Director
|
February 25, 2014
|
||
|
David L. Hauser*
|
||||
|
/s/ Wilbur J. Prezzano, Jr.
|
Director
|
February 25, 2014
|
||
|
Wilbur J. Prezzano, Jr.*
|
||||
|
* By:
|
/s/ Robert S. McLean
|
|
|
Robert S. McLean, Attorney-in-Fact
|
||
44
EXHIBIT INDEX
|
3.1
|
Restated Articles of Incorporation of EnPro Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10-Q for the period ended June 30, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
3.2
|
Amended Bylaws of EnPro Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K dated November 2, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
4.1
|
Form of certificate representing shares of common stock, par value $0.01 per share, of EnPro Industries, Inc. (incorporated by reference to Amendment No. 4 of the Registration Statement on Form 10 of EnPro Industries, Inc. (File No. 001-31225))
|
|
4.3
|
Indenture dated as of October 26, 2005 between EnPro Industries, Inc. and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 26, 2005 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.1
|
Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.5 to Amendment No. 3 of the Registration Statement on Form 10 of EnPro Industries, Inc. (File No. 001-31225))
|
|
10.2+
|
EnPro Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and Restatement) (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 20, 2012 by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.3+
|
EnPro Industries, Inc. Senior Executive Annual Performance Plan (2012 Amendment and Restatement) (incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A dated March 20, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.4+
|
EnPro Industries, Inc. Long-Term Incentive Plan (2012 Amendment and Restatement) (incorporated by reference to Appendix C to the Proxy Statement on Schedule 14A dated March 20, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.5+
|
EnPro Industries, Inc. Management Purchase Stock Deferral Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K dated November 2, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.6+
|
Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Grant (incorporated by reference to Exhibit 10.5 to the Form 10-K for the year ended December 31, 2007 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.7+
|
Form of EnPro Industries, Inc. Phantom Shares Award Grant for Outside Directors (2009 Amendment and Restatement) (incorporated by reference to Exhibit 10.7 to the Form 10-K for the year ended December 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.8+
|
Form of EnPro Industries, Inc. Restricted Share Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K dated February 14, 2008 filed with EnPro Industries, Inc. (File No. 001-31225))
|
|
10.9+
|
Form of EnPro Industries, Inc. Restricted Share Units Award Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 29, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.10+
|
Form of EnPro Industries, Inc. Restricted Share Units Award Agreement (incorporated by reference to Exhibit 10.10 to the Form 10-K for the year ended December 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.11+
|
Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Agreement (Performance Shares) (incorporated by reference to Exhibit 10.11 to the Form 10-K for the year ended December 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.12+
|
Form of EnPro Industries, Inc. Long-Term Incentive Plan Award Agreement (Cash) (incorporated by reference to Exhibit 10.12 to the Form 10-K for the year ended December 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.13+
|
Form of EnPro Industries, Inc. Restricted Share Units Award Agreement for Management Stock Purchase Deferral Plan (incorporated by reference to Exhibit 10.13 to the Form 10-K for the year ended December 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.14+
|
EnPro Industries, Inc. Defined Benefit Restoration Plan (amended and restated effective as of January 1, 2007) (incorporated by reference to Exhibit 10.25 to the Form 10-K for the year ended December 31, 2006 filed by EnPro Industries, Inc. (File No. 001-31225))
|
45
|
10.15+
|
EnPro Industries, Inc. Deferred Compensation Plan (as amended and restated effective October 27, 2009) (incorporated by reference to Exhibit 10.11 to the Form 10-K for the year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225)).
|
|
10.16+*
|
EnPro Industries, Inc. Deferred Compensation Plan (as amended and restated effective January 1, 2010)
|
|
10.17+*
|
EnPro Industries, Inc. Deferred Compensation Plan for Non-Employee Directors (as amended and restated effective January 1, 2014)
|
|
10.18+
|
EnPro Industries, Inc. Outside Directors’ Phantom Share Plan (incorporated by reference to Exhibit 10.14 to the Form 10-K for the year ended December 31, 2002 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.19
|
Second Amended and Restated Loan and Security Agreement, dated March 31, 2011, by and among Coltec Industries Inc, Coltec Industrial Products LLC, GGB LLC, Corrosion Control Corporation, Stemco LP and STEMCO Kaiser Incorporated, as Borrowers; EnPro Industries, Inc, as Parent; Coltec International Services Co, GGB, Inc., Stemco Holdings, Inc., Compressor Products Holdings, Inc. and Compressor Services Holdings, Inc., as Subsidiary Guarantors; the various financial institutions listed on the signature pages thereof, as Lenders; Bank of America, N.A., as Agent and Issuing Bank; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Book Manager (incorporated by reference to Exhibit 10.1 to the Form 8-K dated April 4, 2011 filed by EnPro Industries, Inc. (File No. 001-31225)
|
|
10.20
|
First Amendment to Second Amended and Restated Loan and Security Agreement, dated September 28, 2011, by and among Coltec Industries Inc, Coltec Industrial Products LLC, GGB LLC, Corrosion Control Corporation, Stemco LP, STEMCO Kaiser Incorporated, Technetics Group LLC, Technetics Group Daytona, Inc., Kenlee Daytona LLC, Applied Surface Technology, Inc. and Belfab, Inc., as Borrowers; EnPro Industries, Inc, as Parent; Coltec International Services Co, GGB, Inc., Stemco Holdings, Inc., Compressor Products Holdings, Inc., Compressor Services Holdings, Inc. and Best Holdings I, Inc., as Subsidiary Guarantors; the various financial institutions listed on the signature pages thereof, as Lenders; and Bank of America, N.A., as collateral and administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 3, 2011 filed by EnPro Industries, Inc. (File No. 001-31225)
|
|
10.21+
|
Executive Employment Agreement dated March 10, 2008 between EnPro Industries, Inc. and Stephen E. Macadam (incorporated by reference to Exhibit 10.1 to the Form 8-K dated March 10, 2008 filed by EnPro Industries, Inc., (File No. 001-31225))
|
|
10.22+
|
Amendment to Executive Employment Agreement dated as of August 4, 2010 between EnPro Industries, Inc. and Stephen E. Macadam incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended September 30, 2010 filed by EnPro Industries, Inc., (File No. 001-31225))
|
|
10.23+
|
Management Continuity Agreement dated as of April 14, 2008 between EnPro Industries, Inc. and Stephen E. Macadam (incorporated by reference to Exhibit 10.13 to the Form 10-K for the year ended December 31, 2008 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.24+
|
Management Continuity Agreement dated as of February 28, 2011 between EnPro Industries, Inc. and Alexander W. Pease (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the period ended March 31, 2011 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.25+
|
Management Continuity Agreement dated as of January 30, 2006 between EnPro Industries, Inc. and J. Milton Childress II (incorporated by reference to Exhibit 10.28 to the Form 10-K for the year ended December 31, 2005 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.26+
|
Management Continuity Agreement dated as of February 7, 2012 between EnPro Industries, Inc. and David S. Burnett (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended March 31, 2012 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.27+
|
Management Continuity Agreement dated as of August 25, 2008 between EnPro Industries, Inc. and Dale A. Herold (incorporated by reference to Exhibit 10.21 to the Form 10-K for the year ended December 31, 2009 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.28+
|
Management Continuity Agreement dated as of May 5, 2010 between EnPro Industries, Inc. and Robert S. McLean (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended June 30, 2010 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.29+
|
Management Continuity Agreement dated as of December 15, 2011 between EnPro Industries, Inc. and Marvin A. Riley (incorporated by reference to Exhibit 10.28 to the Form 10-K for the year ended December 31, 2011 filed by EnPro Industries, Inc. (File No. 001-31225))
|
46
|
10.30+
|
Management Continuity Agreement dated as of August 1, 2012 between EnPro Industries, Inc. and Cynthia A. Marushak (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the period ended September 30, 2012 filed by EnPro Industries, Inc. (File No. 001-31225). (This exhibit is substantially identical to Management Continuity Agreements between EnPro Industries, Inc. and the following subsidiary officers entered into on the dates indicated: Jon A. Cox, August 3, 2011; Gilles Hudon, August 3 2011; and Ken Walker, August 3, 2011)
|
|
10.31+
|
Management Continuity Agreement dated as of May 1, 2013 between EnPro Industries, Inc. and Susan P. Ballance (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2013 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.32+
|
Management Continuity Agreement dated as of May 1, 2013 between EnPro Industries, Inc. and Eric A. Vaillancourt (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended June 30, 2013 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.33+
|
EnPro Industries, Inc. Senior Officer Severance Plan (effective as of August 4, 2010) (incorporated by reference to Exhibit 10.34 to the Form 10-K for the year ended December 31, 2010 filed by EnPro Industries, Inc. (File No. 001-31225))
|
|
10.34+*
|
Summary of Executive and Director Compensation Arrangements
|
|
21*
|
List of Subsidiaries
|
|
23.1*
|
Consent of PricewaterhouseCoopers LLP
|
|
23.2*
|
Consent of Bates White, LLC
|
|
24.1*
|
Power of Attorney from Thomas M. Botts
|
|
24.2*
|
Power of Attorney from Peter C. Browning
|
|
24.3*
|
Power of Attorney from Felix M. Brueck
|
|
24.4*
|
Power of Attorney from B. Bernard Burns, Jr.
|
|
24.5*
|
Power of Attorney from Diane C. Creel
|
|
24.6*
|
Power of Attorney from Kees van der Graaf
|
|
24.7*
|
Power of Attorney from Gordon D. Harnett
|
|
24.8*
|
Power of Attorney from David L. Hauser
|
|
24.9*
|
Power of Attorney from Wilbur J. Prezzano, Jr.
|
|
31.1*
|
Certification of Chief Executive Officer pursuant to Rule 13a – 14(a)/15d – 14(a)
|
|
31.2*
|
Certification of Chief Financial Officer pursuant to Rule 13a – 14(a)/15d – 14(a)
|
|
32*
|
Certification pursuant to Section 1350
|
|
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Items marked with an asterisk are filed herewith.
|
|
+
|
Management contract or compensatory plan required to be filed under Item 15(c) of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.
|
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of EnPro Industries, Inc.:
In our opinion, the consolidated financial statements, listed in the index appearing under Item 8 of the Form 10-K, present fairly, in all material respects, the financial position of EnPro Industries, Inc. and its consolidated subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 8 of the Form 10-K presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in
Internal Control - Integrated Framework (1992)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 25, 2014
48
FINANCIAL INFORMATION
ENPRO INDUSTRIES, INC.
Years Ended
December 31, 2013
,
2012
and
2011
(in millions, except per share data)
|
2013
|
2012
|
2011
|
||||||||||
|
Net sales
|
$
|
1,144.2
|
|
$
|
1,184.2
|
|
$
|
1,105.5
|
|
|||
|
Cost of sales
|
762.9
|
|
784.1
|
|
726.5
|
|
||||||
|
Gross profit
|
381.3
|
|
400.1
|
|
379.0
|
|
||||||
|
Operating expenses:
|
||||||||||||
|
Selling, general and administrative
|
285.8
|
|
286.1
|
|
275.0
|
|
||||||
|
Other
|
9.1
|
|
6.5
|
|
2.3
|
|
||||||
|
Total operating expenses
|
294.9
|
|
292.6
|
|
277.3
|
|
||||||
|
Operating income
|
86.4
|
|
107.5
|
|
—
|
|
101.7
|
|
||||
|
Interest expense
|
(45.1
|
)
|
(43.2
|
)
|
(40.8
|
)
|
||||||
|
Interest income
|
0.8
|
|
0.4
|
|
1.2
|
|
||||||
|
Other income (expense)
|
(6.3
|
)
|
(1.2
|
)
|
2.9
|
|
||||||
|
Income before income taxes
|
35.8
|
|
63.5
|
|
65.0
|
|
||||||
|
Income tax expense
|
(8.4
|
)
|
(22.5
|
)
|
(20.8
|
)
|
||||||
|
Net income
|
$
|
27.4
|
|
$
|
41.0
|
|
$
|
44.2
|
|
|||
|
Basic earnings per share
|
$
|
1.31
|
|
$
|
1.99
|
|
$
|
2.15
|
|
|||
|
Diluted earnings per share
|
$
|
1.17
|
|
$
|
1.90
|
|
$
|
2.06
|
|
|||
See notes to Consolidated Financial Statements.
49
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended
December 31, 2013
,
2012
and
2011
(in millions)
|
2013
|
2012
|
2011
|
|||||||||
|
Net income
|
$
|
27.4
|
|
$
|
41.0
|
|
$
|
44.2
|
|
||
|
Other comprehensive income (loss):
|
|||||||||||
|
Foreign currency translation adjustments
|
1.0
|
|
5.3
|
|
(7.9
|
)
|
|||||
|
Pension and post-retirement benefits adjustment (excluding amortization)
|
47.6
|
|
(10.8
|
)
|
(46.5
|
)
|
|||||
|
Amortization of pension and post-retirement benefits included in net income
|
9.7
|
|
10.2
|
|
5.1
|
|
|||||
|
Change in fair value of cash flow hedges
|
—
|
|
—
|
|
(0.4
|
)
|
|||||
|
Realized loss (income) from settled cash flow hedges included in net income, net
|
1.0
|
|
(0.2
|
)
|
1.1
|
|
|||||
|
Other comprehensive income (loss), before tax
|
59.3
|
|
4.5
|
|
(48.6
|
)
|
|||||
|
Income tax benefit (expense) related to items of other comprehensive income (loss)
|
(21.9
|
)
|
0.2
|
|
15.3
|
|
|||||
|
Other comprehensive income (loss), net of tax
|
37.4
|
|
4.7
|
|
(33.3
|
)
|
|||||
|
Comprehensive income
|
$
|
64.8
|
|
$
|
45.7
|
|
$
|
10.9
|
|
||
See notes to Consolidated Financial Statements.
50
ENPRO INDUSTRIES, INC.
Years Ended
December 31, 2013
,
2012
and
2011
(in millions)
|
2013
|
2012
|
2011
|
|||||||||
|
OPERATING ACTIVITIES
|
|||||||||||
|
Net income
|
$
|
27.4
|
|
$
|
41.0
|
|
$
|
44.2
|
|
||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||||||
|
Depreciation
|
29.6
|
|
28.8
|
|
25.3
|
|
|||||
|
Amortization
|
27.0
|
|
26.7
|
|
23.1
|
|
|||||
|
Accretion of debt discount
|
7.6
|
|
6.9
|
|
6.3
|
|
|||||
|
Deferred income taxes
|
1.7
|
|
5.9
|
|
4.3
|
|
|||||
|
Stock-based compensation
|
6.0
|
|
7.1
|
|
5.4
|
|
|||||
|
Excess tax benefits from stock-based compensation
|
(3.6
|
)
|
(1.5
|
)
|
(1.0
|
)
|
|||||
|
Change in assets and liabilities, net of effects of acquisitions of businesses:
|
|||||||||||
|
Accounts receivable
|
(4.7
|
)
|
15.8
|
|
(31.1
|
)
|
|||||
|
Inventories
|
(17.2
|
)
|
(12.5
|
)
|
(12.0
|
)
|
|||||
|
Accounts payable
|
2.4
|
|
(4.7
|
)
|
12.0
|
|
|||||
|
Other current assets and liabilities
|
8.2
|
|
2.5
|
|
5.8
|
|
|||||
|
Other non-current assets and liabilities
|
(14.5
|
)
|
2.2
|
|
(0.9
|
)
|
|||||
|
Net cash provided by operating activities
|
69.9
|
|
118.2
|
|
81.4
|
|
|||||
|
INVESTING ACTIVITIES
|
|||||||||||
|
Purchases of property, plant and equipment
|
(30.7
|
)
|
(35.6
|
)
|
(31.5
|
)
|
|||||
|
Payments for capitalized internal-use software
|
(9.2
|
)
|
(5.3
|
)
|
(2.8
|
)
|
|||||
|
Acquisitions, net of cash acquired
|
(2.0
|
)
|
(85.3
|
)
|
(228.2
|
)
|
|||||
|
Other
|
0.4
|
|
0.6
|
|
1.8
|
|
|||||
|
Net cash used in investing activities
|
(41.5
|
)
|
(125.6
|
)
|
(260.7
|
)
|
|||||
|
FINANCING ACTIVITIES
|
|||||||||||
|
Net repayments of short-term borrowings
|
12.8
|
|
(0.5
|
)
|
(13.1
|
)
|
|||||
|
Proceeds from debt
|
187.7
|
|
246.7
|
|
53.9
|
|
|||||
|
Repayments of debt
|
(215.4
|
)
|
(218.4
|
)
|
(50.1
|
)
|
|||||
|
Other
|
(4.6
|
)
|
1.7
|
|
(0.1
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
(19.5
|
)
|
29.5
|
|
(9.4
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
1.6
|
|
1.1
|
|
0.2
|
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
10.5
|
|
23.2
|
|
(188.5
|
)
|
|||||
|
Cash and cash equivalents at beginning of year
|
53.9
|
|
30.7
|
|
219.2
|
|
|||||
|
Cash and cash equivalents at end of year
|
$
|
64.4
|
|
$
|
53.9
|
|
$
|
30.7
|
|
||
|
Supplemental disclosures of cash flow information:
|
|||||||||||
|
Cash paid during the year for:
|
|||||||||||
|
Interest
|
$
|
25.1
|
|
$
|
24.3
|
|
$
|
22.9
|
|
||
|
Income taxes
|
$
|
19.6
|
|
$
|
19.7
|
|
$
|
35.1
|
|
||
See notes to Consolidated Financial Statements.
51
ENPRO INDUSTRIES, INC.
As of
December 31, 2013
and
2012
(in millions, except share amounts)
|
2013
|
2012
|
||||||
|
ASSETS
|
|||||||
|
Current assets
|
|||||||
|
Cash and cash equivalents
|
$
|
64.4
|
|
$
|
53.9
|
|
|
|
Accounts receivable, less allowance for doubtful accounts of $6.0 in 2013 and $5.7 in 2012
|
193.1
|
|
187.2
|
|
|||
|
Inventories
|
149.1
|
|
130.8
|
|
|||
|
Prepaid expenses and other current assets
|
41.0
|
|
22.3
|
|
|||
|
Total current assets
|
447.6
|
|
394.2
|
|
|||
|
Property, plant and equipment
|
187.5
|
|
185.5
|
|
|||
|
Goodwill
|
220.2
|
|
220.4
|
|
|||
|
Other intangible assets
|
200.1
|
|
222.5
|
|
|||
|
Investment in GST
|
236.9
|
|
236.9
|
|
|||
|
Other assets
|
100.4
|
|
111.4
|
|
|||
|
Total assets
|
$
|
1,392.7
|
|
$
|
1,370.9
|
|
|
|
LIABILITIES AND EQUITY
|
|||||||
|
Current liabilities
|
|||||||
|
Short-term borrowings from GST
|
$
|
22.0
|
|
$
|
10.1
|
|
|
|
Notes payable to GST
|
11.2
|
|
10.7
|
|
|||
|
Current maturities of long-term debt
|
156.6
|
|
1.0
|
|
|||
|
Accounts payable
|
86.8
|
|
83.9
|
|
|||
|
Accrued expenses
|
140.9
|
|
121.8
|
|
|||
|
Total current liabilities
|
417.5
|
|
227.5
|
|
|||
|
Long-term debt
|
8.5
|
|
184.3
|
|
|||
|
Notes payable to GST
|
248.1
|
|
237.4
|
|
|||
|
Pension liability
|
47.4
|
|
112.7
|
|
|||
|
Other liabilities
|
57.8
|
|
61.9
|
|
|||
|
Total liabilities
|
779.3
|
|
823.8
|
|
|||
|
Commitments and contingencies
|
|
|
|
||||
|
Temporary equity
|
15.9
|
|
—
|
|
|||
|
Shareholders’ equity
|
|||||||
|
Common stock – $.01 par value; 100,000,000 shares authorized; issued 21,153,389 shares at December 31, 2013 and 20,904,857 shares at December 31, 2012
|
0.2
|
|
0.2
|
|
|||
|
Additional paid-in capital
|
410.9
|
|
425.4
|
|
|||
|
Retained earnings
|
173.3
|
|
145.9
|
|
|||
|
Accumulated other comprehensive loss
|
14.4
|
|
(23.0
|
)
|
|||
|
Common stock held in treasury, at cost – 202,269 shares at December 31, 2013 and 204,382 shares at December 31, 2012
|
(1.3
|
)
|
(1.4
|
)
|
|||
|
Total shareholders’ equity
|
597.5
|
|
547.1
|
|
|||
|
Total liabilities and equity
|
$
|
1,392.7
|
|
$
|
1,370.9
|
|
|
See notes to Consolidated Financial Statements.
52
ENPRO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Years Ended
December 31, 2013
,
2012
and
2011
(dollars and shares in millions)
|
|
Common Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total
Shareholders’
Equity
|
||||||||||||||||||||
|
|
Shares
|
Amount
|
||||||||||||||||||||||||
|
Balance, December 31, 2010
|
20.4
|
|
$
|
0.2
|
|
$
|
411.3
|
|
$
|
60.7
|
|
$
|
5.6
|
|
$
|
(1.4
|
)
|
$
|
476.4
|
|
||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
44.2
|
|
—
|
|
—
|
|
44.2
|
|
||||||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(33.3
|
)
|
—
|
|
(33.3
|
)
|
||||||||||||
|
Exercise of stock options and other incentive plan activity
|
0.2
|
|
—
|
|
6.8
|
|
—
|
|
—
|
|
—
|
|
6.8
|
|
||||||||||||
|
Balance, December 31, 2011
|
20.6
|
|
0.2
|
|
418.1
|
|
104.9
|
|
(27.7
|
)
|
(1.4
|
)
|
494.1
|
|
||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
41.0
|
|
—
|
|
—
|
|
41.0
|
|
||||||||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
4.7
|
|
—
|
|
4.7
|
|
||||||||||||
|
Exercise of stock options and other incentive plan activity
|
0.1
|
|
—
|
|
7.3
|
|
—
|
|
—
|
|
—
|
|
7.3
|
|
||||||||||||
|
Balance, December 31, 2012
|
20.7
|
|
0.2
|
|
425.4
|
|
145.9
|
|
(23.0
|
)
|
(1.4
|
)
|
547.1
|
|
||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
27.4
|
|
—
|
|
—
|
|
27.4
|
|
||||||||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
37.4
|
|
—
|
|
37.4
|
|
||||||||||||
|
Reclassification to temporary equity
|
—
|
|
—
|
|
(15.9
|
)
|
—
|
|
—
|
|
—
|
|
(15.9
|
)
|
||||||||||||
|
Incentive plan activity
|
0.3
|
|
—
|
|
1.4
|
|
—
|
|
—
|
|
0.1
|
|
1.5
|
|
||||||||||||
|
Balance, December 31, 2013
|
21.0
|
|
$
|
0.2
|
|
$
|
410.9
|
|
$
|
173.3
|
|
$
|
14.4
|
|
$
|
(1.3
|
)
|
$
|
597.5
|
|
||||||
See notes to Consolidated Financial Statements.
53
ENPRO INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
1.
|
Overview, Significant Accounting Policies and Recently Issued Accounting Guidance
|
Overview
EnPro Industries, Inc. (“we,” “us,” “our,” “EnPro” or the “Company”) is a leader in the design, development, manufacture and marketing of proprietary engineered industrial products that primarily include: sealing products; self-lubricating, non-rolling bearing products; precision engineered components and lubrication systems for reciprocating compressors; and heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines, including parts and services for engines.
Summary of Significant Accounting Policies
Principles of Consolidation
– The Consolidated Financial Statements reflect the accounts of the Company and our majority-owned and controlled subsidiaries. All intercompany accounts and transactions between our consolidated operations have been eliminated.
Use of Estimates
– The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosures regarding contingent assets and liabilities at period end and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
– For the Sealing Products and Engineered Products segments, revenue is recognized at the time title and risk of product ownership is transferred or when services are rendered, and shipping costs billed to customers are recognized as revenue and expensed in cost of goods sold.
We generally use the percentage-of-completion (“POC”) accounting method to account for our long-term contracts associated with the design, development, manufacture, or modification of complex engines under fixed price or cost plus contracts. During the third quarter of 2011, the Engine Products and Services segment began using POC for prospective engine contracts. We made this change because, as a result of enhancements to our financial management and reporting systems, we are able to reasonably estimate the revenue, costs, and progress towards completion of engine builds. If we are not able to meet those conditions for a particular engine contract, we recognize revenues using the completed-contract method. Additionally, engines that were in production at June 30, 2011 will continue to use the completed-contract method.
Under POC, revenue is recognized based on the extent of progress towards completion of the long-term contract. We generally use the cost-to-cost measure for our long-term contracts unless we believe another method more clearly measures progress towards completion of the contract. Under the cost-to-cost measure, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the contract. Contract costs include labor, material and subcontracting costs, as well as an allocation of indirect costs. Revenues, including estimated fees or profits, are recorded as costs are incurred.
Due to the nature of the work required to be performed on many of our contracts, the estimation of total revenue and cost at completion is complex and subject to many variables. Management must make assumptions and estimates regarding labor productivity, the complexity of the work to be performed, the availability of materials, the length of time to complete the contract (to estimate increases in wages and prices for materials and related support cost allocations), performance by our subcontractors and overhead cost rates, among other variables. Based on our analysis, any quarterly adjustments to net sales, cost of sales, and the related impact to operating income are recorded as necessary in the period they become known. These adjustments may result in an increase or a decrease in operating income. Changes in estimates of net sales, cost of sales, and the related impact to operating income are recognized quarterly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract's percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. When estimates of total costs to be incurred on a contract exceed total estimates of revenue to be earned, a provision for the entire loss on the contract is recorded in the period the loss is determined.
Contracts accounted for under the POC method represented revenues and operating income of
$64.3 million
and
$9.0 million
, respectively, for the year ended December 31, 2013,
$67.3 million
and
$13.1 million
, respectively, for the year ended
December 31, 2012
, and
$9.6 million
and
$1.5 million
, respectively, for the year ended
December 31, 2011
.
54
Foreign Currency Translation
– The financial statements of those operations whose functional currency is a foreign currency are translated into U.S. dollars using the current rate method. Under this method, all assets and liabilities are translated into U.S. dollars using current exchange rates, and income statement activities are translated using average exchange rates. The foreign currency translation adjustment is included in accumulated other comprehensive loss in the Consolidated Balance Sheets. Gains and losses on foreign currency transactions are included in operating income. Foreign currency transaction losses totaled
$(2.3) million
,
$(0.3) million
, and
$(0.9) million
for
2013
,
2012
, and
2011
, respectively.
Research and Development Expense
– Costs related to research and development activities are expensed as incurred. We perform research and development primarily under Company-funded programs for commercial products. Net research and development expenditures in
2013
,
2012
, and
2011
were
$11.3 million
,
$10.8 million
, and
$14.6 million
, respectively, and are included in selling, general and administrative expenses in the Consolidated Statements of Operations.
Income Taxes
– We use the asset and liability method of accounting for income taxes. Temporary differences arising between the tax basis of an asset or liability and its carrying amount on the Consolidated Balance Sheet are used to calculate future income tax assets or liabilities. This method also requires the recognition of deferred tax benefits, such as net operating loss carryforwards. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income (losses) 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. A tax benefit from an uncertain tax position is recognized only if it is more likely than not that the position will be sustained on its technical merits. If the recognition threshold for the tax position is met, only the portion of the tax benefit that is greater than
50 percent
likely to be realized is recorded.
Cash and Cash Equivalents
– Cash and cash equivalents include cash on hand, demand deposits and highly liquid investments with a maturity of three months or less at the time of purchase.
Receivables
– Accounts receivable are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts. We establish an allowance for doubtful accounts receivable based on historical experience and any specific customer collection issues we have identified. Doubtful accounts receivable are written off when a settlement is reached for an amount less than the outstanding historical balance or when we have determined the balance will not be collected.
The balances billed but not paid by customers pursuant to retainage provisions in long-term contracts and programs are due upon completion of the contracts and acceptance by the owner. At
December 31, 2013
, we had
$3.5 million
of retentions expected to be collected in 2014 recorded in accounts receivable and
$2.7 million
of retentions expected to be collected beyond 2014 recorded in other long-term assets in the Consolidated Balance Sheets. At
December 31, 2012
, we had
$3.6 million
of current retentions and
$2.9 million
of long-term retentions recorded in the Consolidated Balance Sheets.
Inventories
– Certain domestic inventories are valued by the last-in, first-out (“LIFO”) cost method. Inventories not valued by the LIFO method, other than inventoried costs relating to long-term contracts and programs, are valued using the first-in, first-out (“FIFO”) cost method, and are recorded at the lower of cost or market. Approximately
39%
and
37%
of inventories were valued by the LIFO method in
2013
and
2012
, respectively.
Inventoried costs relating to long-term contracts and programs are stated at the actual production cost, incurred to date, including direct labor and factory overhead. Progress payments related to long-term contracts and programs accounted for under the completed-contract method of accounting are shown as a reduction of inventories. Initial program start-up costs and other nonrecurring costs are expensed as incurred. Inventoried costs relating to long-term contracts and programs are reduced by any amounts in excess of estimated realizable value.
Property, Plant and Equipment
– Property, plant and equipment are recorded at cost. Depreciation of plant and equipment is determined on the straight-line method over the following estimated useful lives of the assets: buildings and improvements,
5
to
25
years; machinery and equipment,
3
to
10
years.
Goodwill and Other Intangible Assets
– Goodwill represents the excess of the purchase price over the fair value of the net assets of acquired businesses. Goodwill is not amortized, but instead is subject to annual impairment testing conducted each year as of October 1. The goodwill asset impairment test involves comparing the fair value of a reporting unit to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, a second step of comparing the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill is required to measure the potential goodwill impairment loss. Interim tests may be required if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
55
To estimate the fair value of our reporting units, we use both discounted cash flow and market valuation approaches. The discounted cash flow approach uses cash flow projections to calculate the fair value of each reporting unit while the market approach relies on market multiples of similar companies. The key assumptions used for the discounted cash flow approach include business projections, growth rates, and discount rates. The discount rate we use is based on our weighted average cost of capital. For the market approach, we chose a group of
14
companies we believe are representative of our diversified industrial peers. We used a
70%
weighting for the discounted cash flow valuation approach and a
30%
weighting for the market valuation approach, reflecting our belief that the discounted cash flow valuation approach provides a better indicator of value since it reflects the specific cash flows anticipated to be generated in the future by the business.
We completed our required annual impairment tests of goodwill as of October 1, 2013, 2012, and 2011. These assessments did not indicate any impairment of the goodwill.
Other intangible assets are recorded at cost, or when acquired as a part of a business combination, at estimated fair value. These assets include customer relationships, patents and other technology agreements, trademarks, licenses and non-compete agreements. Intangible assets that have definite lives are amortized using a method that reflects the pattern in which the economic benefits of the assets are consumed or the straight-line method over estimated useful lives of
3
to
25
years. Intangible assets with indefinite lives are subject to at least annual impairment testing, which compares the fair value of the intangible asset with its carrying amount using the relief from royalty method. The results of our assessments did not indicate any impairment to our indefinite-lived intangible assets for the years presented.
Investment in GST
– The historical business operations of Garlock Sealing Technologies LLC (“GST LLC”) and The Anchor Packing Company (“Anchor”) have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets and packing, that contained encapsulated asbestos fibers. Anchor is an inactive and insolvent indirect subsidiary of Coltec Industries Inc (“Coltec”). Our subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through another Coltec subsidiary, Garrison Litigation Management Group, Ltd. (“Garrison”). GST LLC, Anchor and Garrison are collectively referred to as “GST.”
On June 5, 2010 (the “Petition Date”), GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte (the “Bankruptcy Court”). GST’s financial results were included in our consolidated results through June 4, 2010, the day prior to the Petition Date. However, GAAP requires that an entity that files for protection under the U.S. Bankruptcy Code, whether solvent or insolvent, whose financial statements were previously consolidated with those of its parent, as GST and its subsidiaries were with EnPro, generally must be prospectively deconsolidated from the parent and the investment accounted for using the cost method. At deconsolidation, our investment was recorded at its estimated fair value on June 4, 2010. The cost method requires us to present our ownership interests in the net assets of GST at the Petition Date as an investment and to not recognize any income or loss from GST and subsidiaries in our results of operations during the reorganization period. When GST emerges from the jurisdiction of the Bankruptcy Court, the subsequent accounting will be determined based upon the applicable facts and circumstances at such time, including the terms of any plan of reorganization.
The investment in GST is subject to periodic reviews for impairment. To estimate the fair value, we consider many factors and use both discounted cash flow and market valuation approaches. In the discounted cash flow approach, we use cash flow projections to calculate the fair value of GST. The key assumptions used for the discounted cash flow approach include expected cash flows based on internal business plans, historical and projected growth rates, discount rates, estimated asbestos claim values and insurance collection projections. We do not adjust the assumption about asbestos claims values from the amount reflected in the liability GST recorded prior to the deconsolidation. The asbestos claims value will be determined in the claims resolution process, either through negotiations with claimant representatives or, absent a negotiated resolution, by the Bankruptcy Court after contested proceedings. Our estimates are based upon assumptions we have consistently applied in prior years and which are believed to be reasonable, but which by their nature are uncertain and unpredictable. For the market approach, we use recent acquisition multiples for businesses of similar size to GST. We use a
70%
weighting for the discounted cash flow valuation approach and a
30%
weighting for the market valuation approach, reflecting our belief that the discounted cash flow valuation approach provides the best indication of value since it reflects the specific cash flows anticipated to be generated in the future by GST.
The ability of GST LLC and Garrison to continue as going concerns is dependent upon their ability to resolve their ultimate asbestos liability in the bankruptcy from their net assets, future cash flows, and available insurance proceeds, whether through the confirmation of a plan of reorganization or otherwise. As a result of the bankruptcy filing and related events, there can be no assurance the carrying values of the assets, including the carrying value of the business and the tax receivable, will be realized or that liabilities will be liquidated or settled for the amounts recorded. In addition, a plan of reorganization, or
56
rejection thereof, could change the amounts reported in the GST LLC and Garrison financial statements and cause a material change in the carrying amount of our investment in GST.
Debt –
We have
$172.5 million
outstanding in aggregate principal amount of
3.9375%
Convertible Senior Debentures (the “Convertible Debentures”). Applicable authoritative accounting guidance required that the liability component of the Convertible Debentures be recorded at its fair value as of the issuance date. This resulted in us recording debt in the amount of
$111.2 million
as of the October 2005 issuance date with the
$61.3 million
offset to the debt discount being recorded in equity on a net of tax basis. The debt discount,
$15.9 million
as of
December 31, 2013
, is being amortized through interest expense until the maturity date of October 15, 2015, resulting in an effective interest rate of approximately
9.5%
and a
$156.6 million
net carrying amount of the liability component at
December 31, 2013
. As of
December 31, 2012
, the unamortized debt discount was
$23.5 million
and the net carrying amount of the liability component was
$149.0 million
. Interest expense related to the Convertible Debentures for the years ended
December 31, 2013
,
2012
and
2011
includes
$6.8 million
of contractual interest coupon in each period and
$7.6 million
,
$6.9 million
and
$6.3 million
, respectively, of debt discount amortization.
Derivative Instruments
– We use derivative financial instruments to manage our exposure to various risks. The use of these financial instruments modifies the exposure with the intent of reducing our risk. We do not use financial instruments for trading purposes, nor do we use leveraged financial instruments. The counterparties to these contractual arrangements are major financial institutions and GST LLC as described in Note 11. We use multiple financial institutions for derivative contracts to minimize the concentration of credit risk. The current accounting rules require derivative instruments, excluding certain contracts that are issued and held by a reporting entity that are both indexed to its own stock and classified in shareholders’ equity, be reported in the Consolidated Balance Sheets at fair value and that changes in a derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met.
We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances on our foreign subsidiaries’ balance sheets, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies. We strive to control our exposure to these risks through our normal operating activities and, where appropriate, through derivative instruments. We have entered into contracts to hedge forecasted transactions occurring at various dates through December 2014 that are denominated in foreign currencies. The notional amount of foreign exchange contracts hedging foreign currency transactions was
$51.1 million
and
$130.4 million
at
December 31, 2013
and
2012
, respectively.
Prior to 2013, we applied cash flow hedge accounting to certain of our foreign currency derivatives. We elected to discontinue this accounting treatment in the first quarter of 2013, consequently, all gains and losses that had been deferred in accumulated other comprehensive income (loss) at December 31, 2012 were reclassified to income in the quarter ended March 31, 2013. See Note 15 for additional information. The notional amounts of all of our foreign exchange contracts were recorded at their fair market value as of December 31, 2013 with changes in market value recorded in income. The earnings impact of any foreign exchange contract that is specifically related to the purchase of inventory is recorded in cost of sales and the changes in market value of all other contracts are recorded in selling, general and administrative expense in the Consolidated Statements of Operations. The balances of derivative assets are recorded in other current assets and the balances of derivative liabilities are recorded in accrued expenses in the Consolidated Balance Sheets.
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 on the measurement date.
We utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
|
•
|
Level 3: Unobservable inputs that reflect our own assumptions.
|
The fair value of intangible assets associated with acquisitions was determined using a discounted cash flow analysis. Projecting discounted future cash flows required us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. This non-recurring fair value measurement would be classified as Level 3 due to the absence of quoted market prices or observable inputs for assets of a similar nature.
57
Similarly, the fair value computations for the recurring impairment analyses of goodwill, indefinite-lived intangible assets and the investment in GST would be classified as Level 3 due to the absence of quoted market prices or observable inputs. The key assumptions used for the discounted cash flow approach include expected cash flows based on internal business plans, historical and projected growth rates and discount rates. Significant changes in any of those inputs could result in a significantly different fair value measurement.
Recently Issued Accounting Guidance
In July 2013, accounting guidance was amended to reduce diversity in practice in the presentation of an unrecognized tax benefit when a tax loss or credit carryforward exists. This amendment is effective for periods beginning after December 15, 2013 and must be applied prospectively for unrecognized tax benefits that exist at the effective date. Early adoption is permitted. We are currently evaluating the potential impact of this change on our consolidated financial results and balance sheet.
In February 2013, accounting guidance was amended to require companies to report, in one place, information about reclassifications out of accumulated other comprehensive income. Companies are also required to present reclassifications by component when reporting changes in the accumulated other comprehensive income balances. These changes became effective prospectively in fiscal years and interim periods within those years beginning after December 15, 2012. Other than the change in presentation, there was no effect on our consolidated financial results.
|
2.
|
Acquisitions
|
In January 2013, we acquired certain assets and assumed certain liabilities of a small distributor of industrial seals in Singapore which is managed as part of the Garlock operations in the Sealing Products segment. The acquisition was paid for with
$2.0 million
of cash.
In April 2012, we acquired Motorwheel Commercial Vehicle Systems, Inc. (“Motorwheel”), a leading U.S. manufacturer of lightweight brake drums for heavy-duty trucks and other commercial vehicles. Motorwheel also sells wheel-end component assemblies for the heavy-duty market, sells fasteners for wheel-end applications and provides related services to its customers, including product development, testing and certification. The business operates manufacturing facilities in Chattanooga, Tennessee and Berea, Kentucky. Motorwheel is managed as part of the Stemco operations in the Sealing Products segment. The acquisition was paid for with approximately
$85 million
of cash, which was funded by additional borrowings from our revolving credit facility.
Because the assets, liabilities and results of operations for the 2013 and 2012 acquisitions are not significant to our consolidated financial position or results of operations, pro forma financial information and additional disclosures are not presented.
In January 2011, we acquired certain assets and assumed certain liabilities of Rome Tool & Die, Inc., a leading supplier of steel brake shoes to the North American heavy-duty truck market. In February 2011, we acquired the business of Pipeline Seal and Insulator, Inc. and its affiliates, a privately-owned group of companies that manufacture products for the safe flow of fluids through pipeline transmission and distribution systems worldwide. In February 2011, we acquired the Mid Western group of companies, a privately-owned business primarily serving the oil and gas drilling, production and processing industries of Western Canada. In July 2011, we acquired Tara Technologies Corporation, a privately-held company that offers highly engineered products and solutions to the semiconductor, aerospace, energy and medical markets. In August 2011, we acquired certain assets and assumed certain liabilities of PI Bearing Technologies, a privately-held manufacturer of bearing blocks and other bearing products used in fluid power applications. The acquisitions completed during 2011 were paid for with
$228.2 million
in cash.
The following pro forma condensed consolidated financial results of operations for the year ended December 31, 2011 is presented as if the 2011 acquisitions had been completed prior to 2011 (in millions):
|
Pro forma net sales
|
$1,161.7
|
|
|
Pro forma net income
|
50.9
|
|
The supplemental pro forma net income was adjusted to exclude
$2.2 million
of pre-tax acquisition-related costs and
$1.7 million
of pre-tax nonrecurring expenses related to the fair value adjustment to acquisition date inventory. These pro forma financial results have been prepared for comparative purposes only and do not reflect the effect of synergies that would have
58
been expected to result from the integration of these acquisitions. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combinations occurred prior to 2011, or of future results of the consolidated entities.
|
3.
|
Other Income (Expense)
|
Operating
We incurred
$6.7 million
,
$5.0 million
and
$1.4 million
of restructuring costs during the years ended
December 31, 2013
,
2012
and
2011
, respectively.
During
2013
, we initiated a number of restructuring activities throughout our operations, the most significant of which were at our Technetics, Compressor Products International ("CPI") and Fairbanks Morse Engine ("FME") businesses. At Technetics and CPI, we consolidated several of our North American and European manufacturing operations and service centers into other existing sites. At FME, we offered a voluntary early retirement package to all salaried and hourly employees that were at least 60 years old. There was an additional reduction in workforce at FME in reaction to declining market conditions. Workforce reductions announced as a result of our
2013
restructuring activities totaled
98
salaried administrative and hourly manufacturing positions, most of which had been terminated by
December 31, 2013
.
Restructuring reserves at
December 31, 2013
, as well as activity during the year, consisted of:
|
Balance
December 31, 2012 |
Provision
|
Payments
|
Balance
December 31, 2013 |
||||||||||||
|
|
(in millions)
|
||||||||||||||
|
Personnel-related costs
|
$
|
0.1
|
|
$
|
5.2
|
|
$
|
(2.8
|
)
|
$
|
2.5
|
|
|||
|
Facility relocation and closure costs
|
0.8
|
|
1.5
|
|
(1.6
|
)
|
0.7
|
|
|||||||
|
$
|
0.9
|
|
$
|
6.7
|
|
$
|
(4.4
|
)
|
$
|
3.2
|
|
||||
Restructuring reserves at
December 31, 2012
, as well as activity during the year, consisted of:
|
Balance
December 31, 2011 |
Provision
|
Payments
|
Balance
December 31, 2012 |
||||||||||||
|
|
(in millions)
|
||||||||||||||
|
Personnel-related costs
|
$
|
—
|
|
$
|
2.8
|
|
$
|
(2.7
|
)
|
$
|
0.1
|
|
|||
|
Facility relocation and closure costs
|
0.6
|
|
2.2
|
|
(2.0
|
)
|
0.8
|
|
|||||||
|
$
|
0.6
|
|
$
|
5.0
|
|
$
|
(4.7
|
)
|
$
|
0.9
|
|
||||
Restructuring reserves at
December 31, 2011
, as well as activity during the year, consisted of:
|
December 31, 2010
|
Provision
|
Payments
|
Balance
December 31, 2011 |
||||||||||||
|
|
(in millions)
|
||||||||||||||
|
Personnel-related costs
|
$
|
0.7
|
|
$
|
0.1
|
|
$
|
(0.8
|
)
|
$
|
—
|
|
|||
|
Facility relocation costs
|
0.2
|
|
1.3
|
|
(0.9
|
)
|
0.6
|
|
|||||||
|
$
|
0.9
|
|
$
|
1.4
|
|
$
|
(1.7
|
)
|
$
|
0.6
|
|
||||
Restructuring costs by reportable segment are as follows:
59
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
2012
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||
|
Sealing Products
|
$
|
0.9
|
|
$
|
1.5
|
|
$
|
1.3
|
|
||
|
Engineered Products
|
3.7
|
|
3.5
|
|
0.1
|
|
|||||
|
Engine Products and Services
|
2.1
|
|
—
|
|
—
|
|
|||||
|
$
|
6.7
|
|
$
|
5.0
|
|
$
|
1.4
|
|
|||
Also included in other operating expense for the years ended
December 31, 2013
,
2012
and
2011
was
$2.4 million
,
$1.5 million
and
$0.9 million
, respectively, primarily consisting of legal fees related to the bankruptcy of certain subsidiaries discussed further in Note 18.
Non-Operating
During
2013
and 2012, we recorded expense of
$6.3 million
and
$1.2 million
, respectively, due to environmental reserve increases based on new facts at several specific sites. These sites all related to previously owned businesses. Refer to Note 19, "Commitments and Contingencies - Environmental" for additional information about our environmental liabilities.
In 2011, we contributed a guaranteed investment contract (“GIC”) received in connection with the Crucible Benefits Trust settlement agreement to our U.S. defined benefit pension plans . The GIC was valued at
$21.4 million
for purposes of the pension plan contribution which resulted in a
$2.9 million
gain. Refer to Note 19, “Commitments and Contingencies – Crucible Steel Corporation a/k/a Crucible, Inc.” for additional information about the settlement agreement.
|
4.
|
Income Taxes
|
Income before income taxes as shown in the Consolidated Statements of Operations consists of the following:
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
2012
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||
|
Domestic
|
$
|
(4.3
|
)
|
$
|
27.7
|
|
$
|
22.6
|
|
||
|
Foreign
|
40.1
|
|
35.8
|
|
42.4
|
|
|||||
|
Total
|
$
|
35.8
|
|
$
|
63.5
|
|
$
|
65.0
|
|
||
A summary of income tax expense in the Consolidated Statements of Operations is as follows:
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
2012
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||
|
Current:
|
|||||||||||
|
Federal
|
$
|
(3.7
|
)
|
$
|
9.3
|
|
$
|
4.7
|
|
||
|
Foreign
|
10.0
|
|
5.5
|
|
11.3
|
|
|||||
|
State
|
0.4
|
|
1.8
|
|
0.5
|
|
|||||
|
6.7
|
|
16.6
|
|
16.5
|
|
||||||
|
Deferred:
|
|||||||||||
|
Federal
|
3.3
|
|
3.0
|
|
2.7
|
|
|||||
|
Foreign
|
(1.5
|
)
|
3.5
|
|
1.5
|
|
|||||
|
State
|
(0.1
|
)
|
(0.6
|
)
|
0.1
|
|
|||||
|
1.7
|
|
5.9
|
|
4.3
|
|
||||||
|
Total
|
$
|
8.4
|
|
$
|
22.5
|
|
$
|
20.8
|
|
||
Significant components of deferred income tax assets and liabilities at
December 31, 2013
and
2012
are as follows:
60
|
2013
|
2012
|
||||||
|
|
(in millions)
|
||||||
|
Deferred income tax assets:
|
|||||||
|
Net operating losses and tax credits
|
$
|
11.3
|
|
$
|
12.3
|
|
|
|
Accrual for post-retirement benefits other than pensions
|
3.0
|
|
4.5
|
|
|||
|
Environmental reserves
|
6.2
|
|
4.5
|
|
|||
|
Retained liabilities of previously owned businesses
|
5.3
|
|
8.5
|
|
|||
|
Accruals and reserves
|
5.6
|
|
5.4
|
|
|||
|
Pensions
|
14.5
|
|
13.6
|
|
|||
|
Minimum pension liability
|
16.4
|
|
38.3
|
|
|||
|
Inventories
|
6.7
|
|
6.0
|
|
|||
|
Interest
|
7.4
|
|
6.3
|
|
|||
|
Compensation and benefits
|
11.8
|
|
9.3
|
|
|||
|
Gross deferred income tax assets
|
88.2
|
|
108.7
|
|
|||
|
Valuation allowance
|
(17.6
|
)
|
(17.7
|
)
|
|||
|
Total deferred income tax assets
|
70.6
|
|
91.0
|
|
|||
|
Deferred income tax liabilities:
|
|||||||
|
Depreciation and amortization
|
(37.9
|
)
|
(36.1
|
)
|
|||
|
GST deconsolidation gain
|
(21.4
|
)
|
(21.4
|
)
|
|||
|
Total deferred income tax liabilities
|
(59.3
|
)
|
(57.5
|
)
|
|||
|
Net deferred tax assets
|
$
|
11.3
|
|
$
|
33.5
|
|
|
At
December 31, 2013
, we had
$24.9 million
of foreign tax net operating loss carryforwards of which
$9.2 million
expire at various dates beginning in 2014, and
$15.7 million
have an indefinite carryforward period. We also had state tax net operating loss carryforwards with a tax effect of
$2.9 million
which expire at various dates between
2014 through 2033
. These net operating loss carryforwards may be used to offset a portion of future taxable income and, thereby, reduce or eliminate our U.S. federal, state or foreign income taxes otherwise payable.
We determined, based on the available evidence, that it is uncertain whether future taxable income of certain of our foreign subsidiaries will be significant enough or of the correct character to recognize certain of these deferred tax assets. As a result, valuation allowances of
$17.6 million
and
$17.7 million
have been recorded as of
December 31, 2013
and
2012
, respectively. Valuation allowances primarily relate to certain state and foreign net operating losses and other net deferred tax assets in jurisdictions where future taxable income is uncertain. A portion of the valuation allowance may be associated with deferred tax assets recorded in purchase accounting. In accordance with applicable accounting guidelines, any reversal of a valuation allowance that was recorded in purchase accounting reduces income tax expense.
The effective income tax rate from operations varied from the statutory federal income tax rate as follows:
|
|
Percent of Pretax Income
Years Ended December 31,
|
|||||||
|
|
2013
|
2012
|
2011
|
|||||
|
Statutory federal income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||
|
US taxation of foreign profits, net of foreign tax credits
|
3.0
|
|
(4.5
|
)
|
(3.5
|
)
|
||
|
Research and employment tax credits
|
(7.2
|
)
|
—
|
|
(2.0
|
)
|
||
|
State and local taxes
|
7.5
|
|
1.8
|
|
0.9
|
|
||
|
Domestic production activities
|
—
|
|
(2.8
|
)
|
(2.7
|
)
|
||
|
Foreign tax rate differences
|
(8.5
|
)
|
(2.2
|
)
|
(3.6
|
)
|
||
|
Uncertain tax positions and prior adjustments
|
(5.5
|
)
|
(0.4
|
)
|
1.8
|
|
||
|
Statutory changes in tax rates
|
(1.3
|
)
|
(0.4
|
)
|
(0.8
|
)
|
||
|
Valuation allowance
|
(6.0
|
)
|
7.5
|
|
4.8
|
|
||
|
Nondeductible expenses
|
3.5
|
|
1.7
|
|
2.0
|
|
||
|
Other items, net
|
2.9
|
|
(0.4
|
)
|
0.2
|
|
||
|
Effective income tax rate
|
23.4
|
%
|
35.3
|
%
|
32.1
|
%
|
||
61
We have not provided for the federal and foreign withholding taxes on approximately
$220 million
of foreign subsidiaries’ undistributed earnings as of
December 31, 2013
, because such earnings are intended to be reinvested indefinitely. Upon repatriation, certain foreign countries impose withholding taxes. The amount of withholding tax that would be payable on remittance of the entire amount would be
$2.2 million
. Although such earnings are intended to be reinvested indefinitely, any tax liability for undistributed earnings, including withholding taxes, would be negated by the availability of corresponding dividends received deductions and foreign tax credits.
As of
December 31, 2013
and
2012
, we had
$5.9 million
and
$6.3 million
, respectively, of gross unrecognized tax benefits. Of the gross unrecognized tax benefit balances as of December 31,
2013
and
2012
,
$4.5 million
and
$3.2 million
, respectively, would have an impact on our effective tax rate if ultimately recognized.
We record interest and penalties related to unrecognized tax benefits in income tax expense. In addition to the gross unrecognized tax benefits above, we had
$0.8 million
and
$0.5 million
accrued for interest and penalties at
December 31, 2013
and
2012
, respectively. Income tax expense for the years ended
December 31, 2013
,
2012
and
2011
, includes
$0.1 million
,
$(0.2) million
and
$(0.2) million
, respectively, for interest and penalties related to unrecognized tax benefits. The amounts listed above for accrued interest do not reflect the benefit of any tax deduction, which might be available if the interest were ultimately paid.
A reconciliation of the beginning and ending amount of the gross unrecognized tax benefits (excluding interest) is as follows:
|
(in millions)
|
2013
|
2012
|
2011
|
|||||||||
|
Balance at beginning of year
|
$
|
6.3
|
|
$
|
4.8
|
|
$
|
2.4
|
|
|||
|
Additions as a result of acquisitions
|
—
|
|
0.1
|
|
0.5
|
|
||||||
|
Additions based on tax positions related to the current year
|
1.0
|
|
0.9
|
|
0.7
|
|
||||||
|
Additions for tax positions of prior years
|
2.6
|
|
2.7
|
|
3.1
|
|
||||||
|
Reductions for tax positions of prior years
|
(0.8
|
)
|
(0.2
|
)
|
(0.1
|
)
|
||||||
|
Reductions as a result of a lapse in the statute of limitations
|
(3.4
|
)
|
(1.9
|
)
|
(1.5
|
)
|
||||||
|
Reductions as a result of audit settlements
|
—
|
|
(0.1
|
)
|
(0.3
|
)
|
||||||
|
Changes due to fluctuations in foreign currency
|
0.2
|
|
—
|
|
—
|
|
—
|
|
||||
|
Balance at end of year
|
$
|
5.9
|
|
$
|
6.3
|
|
$
|
4.8
|
|
|||
The IRS completed the field examination for our 2008, 2009, and 2010 U.S. federal income tax returns during the third quarter of 2012. As a result of the IRS’s conclusion of its field examination, we reduced our gross unrecognized tax benefits by
$2.0 million
to reflect amounts determined to be effectively settled. US federal income tax returns after 2010 remain open to examination. We and our subsidiaries are also subject to income tax in multiple state and foreign jurisdictions. Various foreign and state tax returns are currently under examination. The most significant of these include France and Germany. Substantially all significant state, local and foreign income tax returns for the years 2007 and forward are open to examination. We expect that some of these examinations may conclude within the next twelve months, however, the final outcomes are not yet determinable. If these examinations are concluded or effectively settled within the next twelve months, it could reduce the associated gross unrecognized tax benefits by approximately
$3.2 million
. In addition, another $
0.7 million
in gross unrecognized tax benefits may be recognized within the next twelve months as the applicable statute of limitations expires.
|
5.
|
Earnings Per Share
|
Basic earnings per share is computed by dividing the applicable net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is calculated using the weighted-average number of shares of common stock as adjusted for any potentially dilutive shares as of the balance sheet date. The computation of basic and diluted earnings per share is as follows:
62
|
2013
|
2012
|
2011
|
|||||||||
|
Numerator (basic and diluted):
|
|||||||||||
|
Net income
|
$
|
27.4
|
|
$
|
41.0
|
|
$
|
44.2
|
|
||
|
Denominator:
|
|||||||||||
|
Weighted-average shares – basic
|
20.9
|
|
20.7
|
|
20.5
|
|
|||||
|
Share-based awards
|
0.2
|
|
0.4
|
|
0.3
|
|
|||||
|
Convertible debentures and related warrants
|
2.4
|
|
0.5
|
|
0.7
|
|
|||||
|
Weighted-average shares – diluted
|
23.5
|
|
21.6
|
|
21.5
|
|
|||||
|
Earnings per share:
|
|||||||||||
|
Basic
|
$
|
1.31
|
|
$
|
1.99
|
|
$
|
2.15
|
|
||
|
Diluted
|
$
|
1.17
|
|
$
|
1.90
|
|
$
|
2.06
|
|
||
As discussed further in Note 12, we have issued Convertible Debentures. Under the terms of the Convertible Debentures, upon conversion, we will settle the par amount of our obligations in cash and the remaining obligations, if any, in common shares. Pursuant to applicable accounting guidelines, we include the conversion option effect in diluted earnings per share during such periods when our average stock price exceeds the stated conversion price.
|
6.
|
Inventories
|
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Finished products
|
$
|
84.3
|
|
$
|
72.0
|
|
|
|
Work in process
|
36.0
|
|
33.4
|
|
|||
|
Raw materials and supplies
|
42.8
|
|
36.3
|
|
|||
|
163.1
|
|
141.7
|
|
||||
|
Reserve to reduce certain inventories to LIFO basis
|
(14.0
|
)
|
(12.4
|
)
|
|||
|
Manufacturing inventories
|
149.1
|
|
129.3
|
|
|||
|
Incurred costs related to long-term contracts
|
—
|
|
16.6
|
|
|||
|
Progress payments related to long-term contracts
|
—
|
|
(15.1
|
)
|
|||
|
Net balance associated with completed-contract inventories
|
—
|
|
1.5
|
|
|||
|
Total inventories
|
$
|
149.1
|
|
$
|
130.8
|
|
|
Incurred costs related to long-term contracts in the table above represent inventoried work in process and finished products related to engine contracts accounted for under the completed-contract method. In addition to inventoried costs, we also incur costs associated with deposits and progress payments to our vendors for long lead time manufactured components associated with engine projects that are reflected in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. At December 31, 2013 and 2012, deposits and progress payments for these long lead time components accounted for under the completed contract method totaled
$6.1 million
and
$2.9 million
, respectively.
Progress payments related to long-term contracts in the table above are either advanced billings or milestone billings to the customer accounted for under the completed-contract method which have not yet been earned. Upon shipment of the completed engine and receipt by the customer, revenue associated with the engine is recognized, and the incurred inventoried costs and progress payments are relieved.
At December 31, 2013, progress payments related to long-term contracts totaled
$25.6 million
and was in excess of incurred costs totaling
$14.2 million
, resulting in a net liability balance of
$11.4 million
. As such, the net liability balance is reflected in accrued expenses on the accompanying Consolidated Balance Sheet.
See Note 7 for a presentation of the incurred costs and progress payments associated with engine contracts accounted for under the percentage-of-completion method.
63
|
7.
|
Percentage-of-Completion Long-Term Contracts
|
See Note 1, "
Revenue Recognition
" for information regarding engine contracts accounted for under the POC method.
Amounts recognized in the accompanying financial statements are as follows:
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Cumulative revenues recognized on uncompleted POC contracts
|
$
|
141.1
|
|
$
|
76.9
|
|
|
|
Cumulative billings on uncompleted POC contracts
|
146.6
|
|
71.2
|
|
|||
|
$
|
(5.5
|
)
|
$
|
5.7
|
|
||
These amounts were included in the accompanying Consolidated Balance Sheets under the following captions:
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Accounts receivable (POC revenue recognized in excess of billings)
|
$
|
4.3
|
|
$
|
10.3
|
|
|
|
Accrued expenses (POC billings where revenue has not yet been earned)
|
(9.8
|
)
|
(4.6
|
)
|
|||
|
$
|
(5.5
|
)
|
$
|
5.7
|
|
||
At December 31, 2013 and 2012, deposits and progress payments for long lead time components accounted for under the POC method totaled
$4.5 million
and
$5.2 million
, respectively, and are reflected in prepaid expenses and other current assets in the accompanying Consolidated Balance Sheets. See Note 6 for a presentation of the incurred costs and progress payments associated with engine contracts accounted for under the completed-contract method.
|
8.
|
Property, Plant and Equipment
|
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Land
|
$
|
9.2
|
|
$
|
5.8
|
|
|
|
Buildings and improvements
|
97.1
|
|
96.3
|
|
|||
|
Machinery and equipment
|
370.1
|
|
341.6
|
|
|||
|
Construction in progress
|
16.7
|
|
25.3
|
|
|||
|
493.1
|
|
469.0
|
|
||||
|
Less accumulated depreciation
|
(305.6
|
)
|
(283.5
|
)
|
|||
|
Total
|
$
|
187.5
|
|
$
|
185.5
|
|
|
|
9.
|
Goodwill and Other Intangible Assets
|
The changes in the net carrying value of goodwill by reportable segment for the years ended
December 31, 2013
and
2012
are as follows:
64
|
Sealing
Products
|
Engineered
Products
|
Engine
Products
and
Services
|
Total
|
||||||||||||
|
|
(in millions)
|
||||||||||||||
|
Gross goodwill as of December 31, 2011
|
$
|
164.1
|
|
$
|
166.5
|
|
$
|
7.1
|
|
$
|
337.7
|
|
|||
|
Accumulated impairment losses
|
(27.8
|
)
|
(108.7
|
)
|
—
|
|
(136.5
|
)
|
|||||||
|
Goodwill as of December 31, 2011
|
136.3
|
|
57.8
|
|
7.1
|
|
201.2
|
|
|||||||
|
Foreign currency translation
|
0.6
|
|
1.8
|
|
—
|
|
2.4
|
|
|||||||
|
Acquisitions
|
15.9
|
|
0.9
|
|
—
|
|
16.8
|
|
|||||||
|
Gross goodwill as of December 31, 2012
|
180.6
|
|
169.2
|
|
7.1
|
|
356.9
|
|
|||||||
|
Accumulated impairment losses
|
(27.8
|
)
|
(108.7
|
)
|
—
|
|
(136.5
|
)
|
|||||||
|
Goodwill as of December 31, 2012
|
152.8
|
|
60.5
|
|
7.1
|
|
220.4
|
|
|||||||
|
Foreign currency translation
|
0.9
|
|
(0.9
|
)
|
—
|
|
—
|
|
|||||||
|
Acquisitions
|
—
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
|||||||
|
Gross goodwill as of December 31, 2013
|
181.5
|
|
168.1
|
|
7.1
|
|
356.7
|
|
|||||||
|
Accumulated impairment losses
|
(27.8
|
)
|
(108.7
|
)
|
—
|
|
(136.5
|
)
|
|||||||
|
Goodwill as of December 31, 2013
|
$
|
153.7
|
|
$
|
59.4
|
|
$
|
7.1
|
|
$
|
220.2
|
|
|||
Identifiable intangible assets are as follows:
|
|
As of December 31, 2013
|
As of December 31, 2012
|
|||||||||||||
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
|||||||||||
|
|
(in millions)
|
||||||||||||||
|
Amortized:
|
|||||||||||||||
|
Customer relationships
|
$
|
191.2
|
|
$
|
85.0
|
|
$
|
190.0
|
|
$
|
70.7
|
|
|||
|
Existing technology
|
53.9
|
|
18.8
|
|
53.8
|
|
13.3
|
|
|||||||
|
Trademarks
|
33.7
|
|
16.9
|
|
33.2
|
|
14.8
|
|
|||||||
|
Other
|
23.4
|
|
17.9
|
|
23.6
|
|
15.7
|
|
|||||||
|
302.2
|
|
138.6
|
|
300.6
|
|
114.5
|
|
||||||||
|
Indefinite-Lived:
|
|||||||||||||||
|
Trademarks
|
36.5
|
|
—
|
|
36.4
|
|
—
|
|
|||||||
|
Total
|
$
|
338.7
|
|
$
|
138.6
|
|
$
|
337.0
|
|
$
|
114.5
|
|
|||
Amortization expense for the years ended
December 31, 2013
,
2012
and
2011
was
$24.1 million
,
$24.3 million
and
$19.8 million
, respectively.
The estimated amortization expense for those intangible assets for the next five years is as follows (in millions):
|
2014
|
$
|
22.8
|
|
|
2015
|
$
|
20.8
|
|
|
2016
|
$
|
18.6
|
|
|
2017
|
$
|
17.5
|
|
|
2018
|
$
|
17.3
|
|
65
|
10.
|
Accrued Expenses
|
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Salaries, wages and employee benefits
|
$
|
45.3
|
|
$
|
47.2
|
|
|
|
Interest
|
30.0
|
|
28.8
|
|
|||
|
Contract advances
|
23.7
|
|
7.1
|
|
|||
|
Income and other taxes
|
10.8
|
|
13.1
|
|
|||
|
Other
|
31.1
|
|
25.6
|
|
|||
|
$
|
140.9
|
|
$
|
121.8
|
|
||
|
11.
|
Related Party Transactions
|
The deconsolidation of GST from our financial results, discussed more fully in Note 1, required certain intercompany indebtedness described below to be reflected on our Consolidated Balance Sheets.
As of
December 31, 2013
and
2012
, Coltec Finance Company Ltd., a wholly-owned subsidiary of Coltec, had aggregate, short-term borrowings of
$22.0 million
and
$10.1 million
, respectively, from GST’s subsidiaries in Mexico and Australia. These unsecured obligations were denominated in the currency of the lending party, and bear interest based on the applicable one-month interbank offered rate for each foreign currency involved.
Effective as of January 1, 2010, Coltec entered into an original issue amount
$73.4 million
Amended and Restated Promissory Note due January 1, 2017 (the “Coltec Note”) in favor of GST LLC, and our subsidiary Stemco LP entered into an original issue amount
$153.8 million
Amended and Restated Promissory Note due January 1, 2017, in favor of GST LLC (the “Stemco Note”, and together with the Coltec Note, the “Notes Payable to GST”). The Notes Payable to GST amended and replaced promissory notes in the same principal amounts which were initially issued in March 2005, and which expired on January 1, 2010.
The Notes Payable to GST bear interest at
11%
per annum, of which
6.5%
is payable in cash and
4.5%
is added to the principal amount of the Notes Payable to GST as payment-in-kind (“PIK”) interest, with interest due on January 31 of each year. In conjunction with the interest payments in
2013
and
2012
,
$16.2 million
and
$15.4 million
, respectively, was paid in cash and PIK interest of
$11.2 million
and
$10.7 million
, respectively, was added to the principal balance of the Notes Payable to GST. If GST LLC is unable to pay ordinary course operating expenses, under certain conditions, they can require Coltec and Stemco to pay in cash the accrued PIK interest necessary to meet such ordinary course operating expenses, subject to certain caps. The interest due under the Notes Payable to GST may be satisfied through offsets of amounts due under intercompany services agreements pursuant to which we provide certain corporate services, make available access to group insurance coverage to GST, make advances to third party providers related to payroll and certain benefit plans sponsored by GST, and permit employees of GST to participate in certain of our benefit plans.
The Coltec Note is secured by Coltec’s pledge of certain of its equity ownership in specified U.S. subsidiaries. The Stemco Note is guaranteed by Coltec and secured by Coltec’s pledge of its interest in Stemco. The Notes Payable to GST are subordinated to any obligations under our senior secured revolving credit facility described in Note 12.
We regularly transact business with GST through the purchase and sale of products. We also provide services for GST including information technology, supply chain, treasury, accounting and tax administration, legal, and human resources under a support services agreement. GST is included in our consolidated U.S. federal income tax return and certain state combined income tax returns. As the parent of these consolidated tax groups, we are liable for, and pay, income taxes owed by the entire group. We have agreed with GST to allocate group taxes to GST based on the U.S. consolidated tax return regulations and current income tax accounting guidance. This method generally allocates taxes to GST as if it were a separate taxpayer. As a result, we carry an income tax receivable from GST related to this allocation.
66
Amounts included in our financial statements arising from transactions with GST include the following:
|
|
Financial Statement
Location
|
Years Ended December 31,
|
|||||||||||
|
|
2013
|
2012
|
2011
|
||||||||||
|
|
|
(in millions)
|
|||||||||||
|
Sales to GST
|
Net sales
|
$
|
24.4
|
|
$
|
26.1
|
|
$
|
24.4
|
|
|||
|
Purchases from GST
|
Cost of sales
|
$
|
26.5
|
|
$
|
20.1
|
|
$
|
21.7
|
|
|||
|
Interest expense to GST
|
Interest expense
|
$
|
29.1
|
|
$
|
27.8
|
|
$
|
26.7
|
|
|||
|
|
Financial Statement
Location
|
As of December 31,
|
|||||||
|
|
2013
|
2012
|
|||||||
|
|
|
(in millions)
|
|||||||
|
Due from GST
|
Accounts receivable
|
$
|
18.3
|
|
$
|
20.5
|
|
||
|
Income tax receivable from GST
|
Other assets
|
$
|
46.9
|
|
$
|
32.8
|
|
||
|
Due to GST
|
Accounts payable
|
$
|
6.7
|
|
$
|
5.0
|
|
||
|
Accrued interest to GST
|
Accrued expenses
|
$
|
28.5
|
|
$
|
27.4
|
|
||
Additionally, we had outstanding foreign exchange forward contracts with GST LLC involving the Australian dollar, Canadian dollar, Mexican peso and U.S. dollar with a notional amount of
$3.2 million
and
$21.9 million
as of
December 31, 2013
and
2012
, respectively. These related party contracts were eliminated in consolidation prior to the deconsolidation of GST.
|
12.
|
|
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Convertible Debentures
|
$
|
156.6
|
|
$
|
149.0
|
|
|
|
Revolving debt
|
7.6
|
|
34.2
|
|
|||
|
Other notes payable
|
0.9
|
|
2.1
|
|
|||
|
165.1
|
|
185.3
|
|
||||
|
Less current maturities of long-term debt
|
156.6
|
|
1.0
|
|
|||
|
$
|
8.5
|
|
$
|
184.3
|
|
||
Convertible Debentures
We have
$172.5 million
outstanding in aggregate principal amount of Convertible Debentures. The Convertible Debentures bear interest at the annual rate of
3.9375%
, with interest due on April 15 and October 15 of each year, and will mature on October 15, 2015, unless they are converted prior to that date. The Convertible Debentures are direct, unsecured and unsubordinated obligations and rank equal in priority with all unsecured and unsubordinated indebtedness and senior in right of payment to all subordinated indebtedness. The Convertible Debentures do not contain financial covenants.
Holders may convert the Convertible Debentures under certain circumstances. Upon conversion of any Convertible Debentures, the principal amount would be settled in cash and the premium, if any, in shares of our common stock. The initial conversion rate, which is subject to adjustment, is
29.5972
shares of common stock per
$1,000
principal amount of Convertible Debentures. This is equal to an initial conversion price of
$33.79
per share. The Convertible Debentures may be converted under any of the following circumstances:
|
•
|
during any fiscal quarter (and only during such fiscal quarter), if the closing price of our common stock for at least
20
trading days in the
30
consecutive trading-day period ending on the last trading day of the preceding fiscal quarter was
130%
or more of the then current conversion price per share of common stock on that
30
th
trading day;
|
67
|
•
|
during the five business day period after any five consecutive trading-day period (which is referred to as the “measurement period”) in which the trading price per debenture for each day of the measurement period was less than
98%
of the product of the closing price of our common stock and the applicable conversion rate for the debentures;
|
|
•
|
on or after September 15, 2015;
|
|
•
|
upon the occurrence of specified corporate transactions; or
|
|
•
|
in connection with a transaction or event constituting a “change of control.”
|
As of January 1, 2014, the Convertible Debentures remained convertible by holders of the Convertible Debentures. This conversion right was triggered by the share price conversion condition described in the first bullet above. The Convertible Debentures will be convertible until March 31, 2014 and may be convertible thereafter if one or more of the conversion conditions is satisfied during future measurement periods. Because the Convertible Debentures are currently convertible, the principal balance less the remaining unamortized debt discount was reflected in current maturities of long-term debt as of December 31, 2013. In addition, we classified the excess cash required to redeem the Convertible Debentures over their carrying value as temporary equity.
We used a portion of the net proceeds from the sale of the Convertible Debentures to enter into call options, consisting of hedge and warrant transactions, which entitle us to acquire shares of our stock from a financial institution at
$33.79
per share and entitle the financial institution to acquire shares from us at
$46.78
per share. This will reduce potential dilution to our common shareholders from conversion of the Convertible Debentures by increasing the effective conversion price to
$46.78
per share.
Credit Facility
Our primary U.S. operating subsidiaries, other than GST LLC, are parties to a senior secured revolving credit facility with a maximum availability of
$175 million
. Actual borrowing availability under the credit facility is determined by reference to a borrowing base of specified percentages of eligible accounts receivable, inventory, equipment and real property elected to be pledged, and is reduced by usage of the facility, including outstanding letters of credit, and any reserves. Under certain conditions, we may request an increase to the facility maximum availability to
$225 million
in total. Any increase is dependent on obtaining future lender commitments for those amounts, and no current lender has any obligation to provide such commitment. The credit facility matures on July 17, 2015 unless, prior to that date, the Convertible Debentures are paid in full, refinanced on certain terms or defeased, in which case the facility will mature on March 30, 2016.
Borrowings under the credit facility are secured by specified assets of the Company and our U.S. operating subsidiaries, other than GST LLC, and primarily include accounts receivable, inventory, equipment, real property elected to be pledged, deposit accounts, intercompany loans, intellectual property and related contract rights, general intangibles related to any of the foregoing and proceeds related to disposal or sale of the foregoing. Subsidiary capital stock is not included as collateral.
Outstanding borrowings under the credit facility bear interest at a rate equal to, at our option, either
(1)
a base/prime rate plus an applicable margin or
(2)
the adjusted one, two, three or six-month LIBOR rate plus an applicable margin. Pricing under the credit facility at any particular time is determined by reference to a pricing grid based on average daily availability under the facility for the immediately prior fiscal quarter. Under the pricing grid, the applicable margins range from
0.75%
to
1.25%
for base/prime rate loans and from
1.75%
to
2.25%
for LIBOR loans. At
December 31, 2013
, the applicable margin for base/prime rate loans was
1.00%
and the applicable margin for LIBOR loans was
2.00%
. The undrawn portion of the credit facility is subject to an unused line fee. Outstanding letters of credit are subject to an annual fee equal to the applicable margin for LIBOR loans under the credit facility as in effect from time to time, plus a fronting fee on the aggregate undrawn amount of the letters of credit.
The credit agreement contains customary covenants and restrictions for an asset-based credit facility, including negative covenants limiting certain: fundamental changes (such as merger transactions), loans, incurrence of debt other than specifically permitted debt, transactions with affiliates that are not on arm’s-length terms, incurrence of liens other than specifically permitted liens, repayment of subordinated debt (except for scheduled payments in accordance with applicable subordination documents), prepayments of other debt, dividends, asset dispositions other than as specifically permitted, and acquisitions and other investments other than as specifically permitted. The credit facility also requires us to maintain a minimum fixed charge coverage ratio in the event the amount available for borrowing is less than certain calculated amounts which vary based on the available borrowing base and the aggregate commitments of the lenders under the credit facility.
68
The credit facility contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation and certain changes of control.
The borrowing availability under our senior secured revolving credit facility at
December 31, 2013
, was
$117.1 million
after giving consideration to
$4.8 million
of letters of credit outstanding and
$7.6 million
of outstanding revolver borrowings.
Future principal payments on long-term debt are as follows:
|
|
(in millions)
|
||
|
2014
|
$
|
0.2
|
|
|
2015
|
180.2
|
|
|
|
2016
|
0.1
|
|
|
|
2017
|
0.1
|
|
|
|
2018
|
0.1
|
|
|
|
Thereafter
|
0.3
|
|
|
|
$
|
181.0
|
|
|
The payments for long-term debt shown in the table above reflect the contractual principal amount for the Convertible Debentures. In the Consolidated Balance Sheets, this amount is shown net of a debt discount pursuant to applicable accounting rules. The payment date shown for the Convertible Debentures in the table above is the contractual due date in 2015, but they are currently convertible, so they could be paid earlier than 2015 if they were converted.
|
13.
|
Fair Value Measurements
|
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
|
|
Fair Value Measurements as of
December 31, 2013 |
||||||||||||||
|
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||
|
|
(in millions)
|
||||||||||||||
|
Assets
|
|||||||||||||||
|
Cash equivalents:
|
|||||||||||||||
|
European government money market
|
$
|
21.7
|
|
$
|
21.7
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
21.7
|
|
21.7
|
|
—
|
|
—
|
|
||||||||
|
Guaranteed investment contract
|
2.8
|
|
—
|
|
2.8
|
|
—
|
|
|||||||
|
Foreign currency derivatives
|
0.4
|
|
—
|
|
0.4
|
|
—
|
|
|||||||
|
Deferred compensation assets
|
5.3
|
|
5.3
|
|
—
|
|
—
|
|
|||||||
|
$
|
30.2
|
|
$
|
27.0
|
|
$
|
3.2
|
|
$
|
—
|
|
||||
|
Liabilities
|
|||||||||||||||
|
Deferred compensation liabilities
|
$
|
7.6
|
|
$
|
7.6
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
Foreign currency derivatives
|
0.4
|
|
—
|
|
0.4
|
|
—
|
|
|||||||
|
$
|
8.0
|
|
$
|
7.6
|
|
$
|
0.4
|
|
$
|
—
|
|
||||
69
|
|
Fair Value Measurements as of
December 31, 2012 |
||||||||||||||
|
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||
|
|
(in millions)
|
||||||||||||||
|
Assets
|
|||||||||||||||
|
Cash equivalents:
|
|||||||||||||||
|
European government money market
|
$
|
21.9
|
|
$
|
21.9
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
21.9
|
|
21.9
|
|
—
|
|
—
|
|
||||||||
|
Guaranteed investment contract
|
2.6
|
|
—
|
|
2.6
|
|
—
|
|
|||||||
|
Foreign currency derivatives
|
0.4
|
|
—
|
|
0.4
|
|
—
|
|
|||||||
|
Deferred compensation assets
|
4.5
|
|
4.5
|
|
—
|
|
—
|
|
|||||||
|
$
|
29.4
|
|
$
|
26.4
|
|
$
|
3.0
|
|
$
|
—
|
|
||||
|
Liabilities
|
|||||||||||||||
|
Deferred compensation liabilities
|
$
|
6.5
|
|
$
|
6.5
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
Foreign currency derivatives
|
0.9
|
|
—
|
|
0.9
|
|
—
|
|
|||||||
|
$
|
7.4
|
|
$
|
6.5
|
|
$
|
0.9
|
|
$
|
—
|
|
||||
Our cash equivalents and deferred compensation assets and liabilities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value for the guaranteed investment contract is based on quoted market prices for outstanding bonds of the insurance company issuing the contract. The fair values for foreign currency derivatives are based on quoted market prices from various banks for similar instruments.
The carrying values of our significant financial instruments reflected in the Consolidated Balance Sheets approximate their respective fair values, except for the following:
|
|
December 31, 2013
|
December 31, 2012
|
|||||||||||||
|
|
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
Fair
Value
|
|||||||||||
|
|
(in millions)
|
||||||||||||||
|
Long-term debt
|
$
|
165.1
|
|
$
|
307.6
|
|
$
|
185.3
|
|
$
|
261.6
|
|
|||
|
Notes payable to GST
|
$
|
259.3
|
|
$
|
277.8
|
|
$
|
248.1
|
|
$
|
268.2
|
|
|||
The fair values for long-term debt are based on quoted market prices, but this would be considered a Level 2 computation because the market is not active. The notes payable to GST computation would be considered Level 2 since it is based on rates available to us for debt with similar terms and maturities.
|
14.
|
Pensions and Postretirement Benefits
|
We have several non-contributory defined benefit pension plans covering eligible employees in the United States and several European countries. Salaried employees’ benefit payments are generally determined using a formula that is based on an employee’s compensation and length of service. We closed our defined benefit pension plan for new salaried employees in the United States who joined the Company after January 1, 2006, and effective January 1, 2007, benefits were frozen for all salaried employees who were not age
40
or older as of December 31, 2006. Hourly employees’ benefit payments are generally determined using stated amounts for each year of service.
Our employees also participate in voluntary contributory retirement savings plans for salaried and hourly employees maintained by us. Under these plans, eligible employees can receive matching contributions up to the first
6%
of their eligible earnings. Effective January 1, 2007, those employees whose defined benefit pension plan benefits were frozen receive an additional
2%
company contribution each year. We recorded
$7.4 million
,
$6.3 million
and
$6.0 million
in expenses in
2013
,
2012
and
2011
, respectively, for matching contributions under these plans.
Our general funding policy for qualified defined benefit pension plans is to contribute amounts that are at least sufficient to satisfy regulatory funding standards. During
2013
,
2012
and
2011
, we contributed
$22.5 million
,
$11.3 million
and
$5.9 million
, respectively, in cash to our U.S. pension plans. In 2011, we also contributed to our U.S. defined benefit pension plans a
70
GIC received in connection with the Crucible Benefits Trust settlement agreement. Refer to Note 19, “Commitments and Contingencies – Crucible Steel Corporation a/k/a Crucible, Inc.” for additional information about the settlement agreement. The GIC was valued at
$21.4 million
for purposes of the pension plan contribution. We anticipate there will be a required funding of
$20.4 million
in 2014 to our U.S. defined benefit pension plans. Additionally, we expect to make total contributions of approximately
$0.5 million
in 2014 to the foreign pension plans. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit pension plans with accumulated benefit obligations in excess of plan assets were
$245.3 million
,
$235.1 million
and
$197.6 million
at
December 31, 2013
, and
$270.5 million
,
$257.7 million
and
$157.4 million
at
December 31, 2012
, respectively.
We amortize prior service cost and unrecognized gains and losses using the straight-line basis over the average future service life of active participants.
We provide, through non-qualified plans, supplemental pension benefits to a limited number of employees. Certain of our subsidiaries also sponsor unfunded defined benefit postretirement plans that provide certain health-care and life insurance benefits to eligible employees. The health-care plans are contributory, with retiree contributions adjusted periodically, and contain other cost-sharing features, such as deductibles and coinsurance. The life insurance plans are generally noncontributory. The amounts included in “Other Benefits” in the following tables include the non-qualified plans and the other defined benefit postretirement plans discussed above.
The following table sets forth the changes in projected benefit obligations and plan assets of our defined benefit pension and other non-qualified and postretirement plans as of and for the years ended
December 31, 2013
and
2012
.
|
|
Pension Benefits
|
Other Benefits
|
|||||||||||||
|
|
2013
|
2012
|
2013
|
2012
|
|||||||||||
|
|
(in millions)
|
||||||||||||||
|
Change in Projected Benefit Obligations
|
|||||||||||||||
|
Projected benefit obligations at beginning of year
|
$
|
271.3
|
|
$
|
244.1
|
|
$
|
5.4
|
|
$
|
5.3
|
|
|||
|
Service cost
|
6.3
|
|
5.7
|
|
0.4
|
|
0.3
|
|
|||||||
|
Interest cost
|
10.6
|
|
10.5
|
|
0.2
|
|
0.2
|
|
|||||||
|
Actuarial loss (gain)
|
(33.0
|
)
|
17.9
|
|
(0.9
|
)
|
0.4
|
|
|||||||
|
Benefits paid
|
(8.3
|
)
|
(7.1
|
)
|
(0.4
|
)
|
(0.8
|
)
|
|||||||
|
Other
|
(0.7
|
)
|
0.2
|
|
—
|
|
—
|
|
|||||||
|
Projected benefit obligations at end of year
|
246.2
|
|
271.3
|
|
4.7
|
|
5.4
|
|
|||||||
|
Change in Plan Assets
|
|||||||||
|
Fair value of plan assets at beginning of year
|
158.3
|
|
135.4
|
|
|||||
|
Actual return on plan assets
|
26.8
|
|
19.7
|
|
|||||
|
Administrative expenses
|
(1.0
|
)
|
(1.2
|
)
|
|||||
|
Benefits paid
|
(8.3
|
)
|
(7.1
|
)
|
|||||
|
Company contributions
|
22.8
|
|
11.5
|
|
|||||
|
Fair value of plan assets at end of year
|
198.6
|
|
158.3
|
|
|||||
|
Underfunded Status at End of Year
|
$
|
(47.6
|
)
|
$
|
(113.0
|
)
|
$
|
(4.7
|
)
|
$
|
(5.4
|
)
|
|||
|
Amounts Recognized in the Consolidated Balance Sheets
|
|||||||||||||||
|
Current liabilities
|
$
|
(0.2
|
)
|
$
|
(0.3
|
)
|
$
|
(1.8
|
)
|
$
|
(0.4
|
)
|
|||
|
Long-term liabilities
|
(47.4
|
)
|
(112.7
|
)
|
(2.9
|
)
|
(5.0
|
)
|
|||||||
|
$
|
(47.6
|
)
|
$
|
(113.0
|
)
|
$
|
(4.7
|
)
|
$
|
(5.4
|
)
|
||||
71
Pre-tax charges recognized in accumulated other comprehensive income (loss) as of
December 31, 2013
and
2012
consist of:
|
|
Pension Benefits
|
Other Benefits
|
|||||||||||||
|
|
2013
|
2012
|
2013
|
2012
|
|||||||||||
|
|
(in millions)
|
||||||||||||||
|
Net actuarial loss
|
$
|
43.6
|
|
$
|
99.5
|
|
$
|
0.1
|
|
$
|
1.1
|
|
|||
|
Prior service cost
|
1.2
|
|
1.4
|
|
0.1
|
|
0.3
|
|
|||||||
|
$
|
44.8
|
|
$
|
100.9
|
|
$
|
0.2
|
|
$
|
1.4
|
|
||||
The accumulated benefit obligation for all defined benefit pension plans was
$236.0 million
and
$258.6 million
at
December 31, 2013
and
2012
, respectively.
|
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||||||||
|
|
2013
|
2012
|
2011
|
2013
|
2012
|
2011
|
|||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
|
Net Periodic Benefit Cost
|
|||||||||||||||||||||||
|
Service cost
|
$
|
6.3
|
|
$
|
5.7
|
|
$
|
4.8
|
|
$
|
0.4
|
|
$
|
0.4
|
|
$
|
0.7
|
|
|||||
|
Interest cost
|
10.6
|
|
10.5
|
|
10.7
|
|
0.2
|
|
0.2
|
|
0.2
|
|
|||||||||||
|
Expected return on plan assets
|
(13.2
|
)
|
(11.0
|
)
|
(9.4
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Amortization of prior service cost
|
0.2
|
|
0.3
|
|
0.3
|
|
0.1
|
|
0.1
|
|
0.1
|
|
|||||||||||
|
Amortization of net loss
|
9.4
|
|
9.8
|
|
4.7
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Settlement
|
—
|
|
—
|
|
—
|
|
0.1
|
|
0.1
|
|
—
|
|
|||||||||||
|
Deconsolidation of GST
|
(1.8
|
)
|
(2.2
|
)
|
(1.5
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Net periodic benefit cost
|
11.5
|
|
13.1
|
|
9.6
|
|
0.8
|
|
0.8
|
|
1.0
|
|
|||||||||||
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
|
|||||||||||||||||||||||
|
Net loss (gain)
|
(46.5
|
)
|
9.3
|
|
46.2
|
|
(1.0
|
)
|
0.4
|
|
0.3
|
|
|||||||||||
|
Prior service cost
|
—
|
|
0.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Amortization of net loss
|
(9.4
|
)
|
(9.8
|
)
|
(4.7
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Amortization of prior service cost
|
(0.2
|
)
|
(0.3
|
)
|
(0.3
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
|||||||||||
|
Other adjustment
|
—
|
|
0.8
|
|
—
|
|
(0.1
|
)
|
(0.1
|
)
|
—
|
|
|||||||||||
|
Total recognized in other comprehensive income
|
(56.1
|
)
|
0.4
|
|
41.2
|
|
(1.2
|
)
|
0.2
|
|
0.2
|
|
|||||||||||
|
Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income
|
$
|
(44.6
|
)
|
$
|
13.5
|
|
$
|
50.8
|
|
$
|
(0.4
|
)
|
$
|
1.0
|
|
$
|
1.2
|
|
|||||
The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are
$2.7 million
and
$0.1 million
, respectively. The estimated prior service cost for the other defined benefit postretirement plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year is
$0.1 million
.
72
|
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||
|
|
2013
|
2012
|
2011
|
2013
|
2012
|
2011
|
|||||||||||
|
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31
|
|||||||||||||||||
|
Discount rate
|
5.0
|
%
|
4.0
|
%
|
4.25
|
%
|
5.0
|
%
|
4.25
|
%
|
4.25
|
%
|
|||||
|
Rate of compensation increase
|
3.0
|
%
|
3.0
|
%
|
4.0
|
%
|
N/A
|
|
4.0
|
%
|
4.0
|
%
|
|||||
|
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31
|
|||||||||||||||||
|
Discount rate
|
4.0
|
%
|
4.25
|
%
|
5.5
|
%
|
4.0
|
%
|
4.25
|
%
|
5.5
|
%
|
|||||
|
Expected long-term return on plan assets
|
8.0
|
%
|
8.0
|
%
|
8.0
|
%
|
—
|
|
—
|
|
—
|
|
|||||
|
Rate of compensation increase
|
3.0
|
%
|
4.0
|
%
|
4.0
|
%
|
4.0
|
%
|
4.0
|
%
|
4.0
|
%
|
|||||
The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. The discount rate was determined using a model, which uses a theoretical portfolio of high quality corporate bonds specifically selected to produce cash flows closely related to how we would settle our retirement obligations. This produced a discount rate of
5.0%
at
December 31, 2013
. As of the date of these financial statements, there are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2014. A
25
basis point decrease (increase) in our discount rate, holding constant our expected long-term return on plan assets and other assumptions, would increase (decrease) pension expense by approximately
$1.0 million
per year.
The overall expected long-term rate of return on assets was determined based upon weighted-average historical returns over an extended period of time for the asset classes in which the plans invest according to our current investment policy.
We use the RP-2000 mortality table projected to 2020 by Scale AA to value our domestic pension liabilities.
|
Assumed Health Care Cost Trend Rates at December 31
|
2013
|
2012
|
|||
|
Health care cost trend rate assumed for next year
|
7.2
|
%
|
7.5
|
%
|
|
|
Rate to which the cost trend rate is assumed to decline (the ultimate rate)
|
5.0
|
%
|
5.0
|
%
|
|
|
Year that the rate reaches the ultimate trend rate
|
2024
|
|
2024
|
|
|
A one percentage point change in the assumed health-care cost trend rate would have an impact of less than
$0.1 million
on net periodic benefit cost and
$0.1 million
on benefit obligations.
Plan Assets
The asset allocation for pension plans at the end of
2013
and
2012
, and the target allocation for
2014
, by asset category are as follows:
|
|
Target
Allocation
|
Plan Assets at December 31,
|
||||||
|
|
2014
|
2013
|
2012
|
|||||
|
Asset Category
|
||||||||
|
Equity securities
|
55
|
%
|
56
|
%
|
65
|
%
|
||
|
Fixed income
|
45
|
%
|
44
|
%
|
35
|
%
|
||
|
100
|
%
|
100
|
%
|
100
|
%
|
|||
Our investment goal is to maximize the return on assets, over the long term, by investing in equities and fixed income investments while diversifying investments within each asset class to reduce the impact of losses in individual securities. Equity investments include a mix of U.S. large capitalization equities, U.S. small capitalization equities and non-U.S. equities. Fixed income investments include a mix of treasury obligations and high-quality money market instruments. The asset allocation policy is reviewed and any significant variation from the target asset allocation mix is rebalanced periodically. The plans have no direct investments in our common stock.
73
Other than the guaranteed investment contract, the plans invest exclusively in mutual funds whose holdings are marketable securities traded on recognized markets and, as a result, would be considered Level 1 assets. The guaranteed investment contract would be considered a Level 2 asset whose fair value is based on quoted market prices for outstanding bonds of the insurance company issuing the contract. The investment portfolios of the various funds at
December 31, 2013
and
2012
were as follows:
|
2013
|
2012
|
||||||
|
|
(in millions)
|
||||||
|
Mutual funds – U.S. equity
|
$
|
71.2
|
|
$
|
77.0
|
|
|
|
Fixed income treasury and money market
|
64.4
|
|
31.3
|
|
|||
|
Mutual funds – international equity
|
39.3
|
|
26.7
|
|
|||
|
Guaranteed investment contract
|
23.0
|
|
22.7
|
|
|||
|
Cash equivalents
|
0.7
|
|
0.6
|
|
|||
|
$
|
198.6
|
|
$
|
158.3
|
|
||
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
Pension
Benefits
|
Other
Benefits
|
||||||
|
|
(in millions)
|
||||||
|
2014
|
$
|
9.6
|
|
$
|
1.8
|
|
|
|
2015
|
10.1
|
|
0.2
|
|
|||
|
2016
|
11.0
|
|
0.2
|
|
|||
|
2017
|
12.4
|
|
0.2
|
|
|||
|
2018
|
13.6
|
|
0.2
|
|
|||
|
Years 2019 – 2023
|
80.3
|
|
2.1
|
|
|||
|
15.
|
Accumulated Other Comprehensive Loss
|
Changes in accumulated other comprehensive income (loss) by component (after tax) for the year ended December 31, 2013 are as follows:
|
Unrealized
Translation
Adjustments
|
Pension and
Other
Postretirement
Plans
|
Gains and
Losses on
Cash Flow
Hedges
|
Total
|
||||||||||||
|
Beginning balance
|
$
|
41.6
|
|
$
|
(64.0
|
)
|
$
|
(0.6
|
)
|
$
|
(23.0
|
)
|
|||
|
Other comprehensive income before reclassifications
|
1.0
|
|
29.7
|
|
—
|
|
30.7
|
|
|||||||
|
Amounts reclassified from accumulated other
comprehensive income (loss)
|
—
|
|
6.1
|
|
0.6
|
|
6.7
|
|
|||||||
|
Net current-period other comprehensive income
|
1.0
|
|
35.8
|
|
0.6
|
|
37.4
|
|
|||||||
|
Ending balance
|
$
|
42.6
|
|
$
|
(28.2
|
)
|
$
|
—
|
|
$
|
14.4
|
|
|||
74
Reclassifications out of accumulated other comprehensive income (loss) for the year ended December 31, 2013 are as follows:
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Statement of Operations Line Item
|
||
|
Amortization of pension and other postretirement plans:
|
||||
|
Actuarial losses
|
$
|
9.4
|
|
(1)
|
|
Prior service costs
|
0.3
|
|
(1)
|
|
|
Total before tax
|
9.7
|
|
|
|
|
Tax benefit
|
(3.6
|
)
|
Income tax expense
|
|
|
Net of tax
|
$
|
6.1
|
|
|
|
Gains and losses on cash flow hedges:
|
|
|
||
|
Foreign exchange contracts
|
$
|
1.0
|
|
Cost of sales
|
|
Tax benefit
|
(0.4
|
)
|
Income tax expense
|
|
|
Net of tax
|
$
|
0.6
|
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. (See Note 14 - "Pensions and Postretirement Benefits" for additional details).
|
|
16.
|
Equity Compensation Plan
|
We have an equity compensation plan (the “Plan”) that provides for the delivery of up to
4.3 million
shares pursuant to various market and performance-based incentive awards. As of
December 31, 2013
, there are
0.5 million
shares available for future awards. Our policy is to issue new shares to satisfy share delivery obligations for awards made under the Plan.
The Plan allows awards of restricted share units to be granted to executives and other key employees. Generally, all share units will vest in
three
years. Compensation expense related to the restricted share units is based upon the market price of the underlying common stock as of the date of the grant and is amortized over the applicable restriction period using the straight-line method. As of
December 31, 2013
, there was
$3.7 million
of unrecognized compensation cost related to restricted share units expected to be recognized over a weighted-average period of
1.4
years.
Under the terms of the Plan, performance share awards were granted to executives and other key employees during
2013
,
2012
and
2011
. Each grant will vest if we achieve specific financial objectives at the end of a three-year performance period. Additional shares may be awarded if objectives are exceeded, but some or all shares may be forfeited if objectives are not met. Performance shares earned at the end of a performance period, if any, will be paid in actual shares of our common stock, less the number of shares equal in value to applicable withholding taxes if the employee chooses. During the performance period, a grantee receives dividend equivalents accrued (if any) in cash, and shares are forfeited if a grantee terminates employment. Compensation expense related to the performance shares is computed using the market price of the underlying common stock as of the date of the grant and the current achievement level of the specific financial objectives and is recorded using the straight-line method over the applicable performance period. As of
December 31, 2013
, there was
$1.6 million
of unrecognized compensation cost related to nonvested performance share awards that is expected to be recognized over a weighted-average period of
1.5
years.
Restricted stock, with three or four year restriction periods from the initial grant date were issued in
2013
,
2012
and
2011
. Compensation expense related to the restricted shares is based upon the market price of the underlying common stock as of the date of the grant and is amortized over the applicable restriction period using the straight-line method. As of
December 31, 2013
, there was
$0.9 million
of unrecognized compensation cost related to restricted stock that is expected to be recognized over a weighted-average period of
2.2
years.
75
A summary of award activity under these plans is as follows:
|
|
Restricted Share Units
|
Performance Shares
|
Restricted Stock
|
||||||||||||||
|
|
Shares
|
Weighted-
Average
Grant Date
Fair Value
|
Shares
|
Weighted-
Average
Grant Date
Fair Value
|
Shares
|
Weighted-
Average
Grant Date
Fair Value
|
|||||||||||
|
Nonvested at December 31, 2010
|
317,605
|
|
18.91
|
|
302,068
|
|
24.10
|
|
137,103
|
|
32.35
|
|
|||||
|
Granted
|
67,454
|
|
42.07
|
|
93,488
|
|
42.30
|
|
3,750
|
|
39.25
|
|
|||||
|
Vested
|
—
|
|
—
|
|
—
|
|
—
|
|
(97,436
|
)
|
31.84
|
|
|||||
|
Forfeited
|
(13,946
|
)
|
25.04
|
|
(15,408
|
)
|
25.03
|
|
—
|
|
—
|
|
|||||
|
Shares settled for cash
|
(2,263
|
)
|
39.56
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Nonvested at December 31, 2011
|
368,850
|
|
23.24
|
|
380,148
|
|
28.54
|
|
43,417
|
|
34.69
|
|
|||||
|
Granted
|
83,841
|
|
37.65
|
|
137,382
|
|
37.65
|
|
15,000
|
|
41.47
|
|
|||||
|
Vested
|
(98,834
|
)
|
18.80
|
|
(275,336
|
)
|
24.10
|
|
(17,833
|
)
|
34.55
|
|
|||||
|
Forfeited
|
(19,127
|
)
|
31.65
|
|
(22,992
|
)
|
31.48
|
|
—
|
|
—
|
|
|||||
|
Shares settled for cash
|
(32,243
|
)
|
41.88
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Nonvested at December 31, 2012
|
302,487
|
|
29.43
|
|
219,202
|
|
39.52
|
|
40,584
|
|
37.27
|
|
|||||
|
Granted
|
99,174
|
|
44.97
|
|
169,872
|
|
44.63
|
|
11,330
|
|
55.09
|
|
|||||
|
Vested
|
(141,985
|
)
|
20.93
|
|
(70,381
|
)
|
42.30
|
|
(21,834
|
)
|
34.04
|
|
|||||
|
Forfeited
|
(24,651
|
)
|
41.24
|
|
(40,930
|
)
|
41.38
|
|
—
|
|
—
|
|
|||||
|
Achievement level adjustment
|
—
|
|
—
|
|
(10,985
|
)
|
37.65
|
|
—
|
|
—
|
|
|||||
|
Shares settled for cash
|
(18,709
|
)
|
47.13
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Nonvested at December 31, 2013
|
216,316
|
|
41.77
|
|
266,778
|
|
41.62
|
|
30,080
|
|
46.32
|
|
|||||
The number of performance share awards shown in the table above represents the expected number that will be issued.
Non-qualified and incentive stock options were granted in 2011 and 2008. No stock option has a term exceeding
10
years from the date of grant. All stock options were granted at not less than
100%
of fair market value (as defined) on the date of grant. As of
December 31, 2013
, there was
$0.2 million
of unrecognized compensation cost related to nonvested stock options.
The following table provides certain information with respect to stock options as of
December 31, 2013
:
|
Range of Exercise Price
|
Stock Options
Outstanding
|
Stock Options
Exercisable
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual Life
|
|||||||
|
Under $40.00
|
100,000
|
|
100,000
|
|
$
|
34.55
|
|
4.28
|
|||
|
Over $40.00
|
25,288
|
|
—
|
|
$
|
42.24
|
|
7.12
|
|||
|
Total
|
125,288
|
|
100,000
|
|
$
|
36.10
|
|
4.85
|
|||
A summary of option activity under the Plan as of
December 31, 2013
, and changes during the year then ended, is presented below:
|
Share
Options
Outstanding
|
Weighted
Average
Exercise
Price
|
|||||
|
Balance at December 31, 2012
|
125,288
|
|
$
|
36.10
|
|
|
|
Exercised
|
—
|
|
—
|
|
||
|
Balance at December 31, 2013
|
125,288
|
|
$
|
36.10
|
|
|
76
The year-end intrinsic value related to stock options is presented below:
|
|
As of and for the Years Ended December 31,
|
||||||||||
|
(in millions)
|
2013
|
2012
|
2011
|
||||||||
|
Options outstanding
|
$
|
2.7
|
|
$
|
0.6
|
|
$
|
0.8
|
|
||
|
Options exercisable
|
$
|
2.3
|
|
$
|
0.6
|
|
$
|
0.8
|
|
||
|
Options exercised
|
$
|
—
|
|
$
|
1.2
|
|
$
|
2.1
|
|
||
Consideration received from option exercises under the Plan for the years ended
December 31, 2013
,
2012
and
2011
was
$0.0 million
,
$0.2 million
and
$0.5 million
, respectively. The tax benefit realized for the tax deductions from option exercises totaled
$0.0 million
,
$1.5 million
and
$0.2 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
We recognized the following equity-based employee compensation expenses and benefits related to our Plan activity:
|
|
Years Ended December 31,
|
||||||||||
|
(in millions)
|
2013
|
2012
|
2011
|
||||||||
|
Compensation expense
|
$
|
6.0
|
|
$
|
7.3
|
|
$
|
6.6
|
|
||
|
Related income tax benefit
|
$
|
2.2
|
|
$
|
2.7
|
|
$
|
2.5
|
|
||
Each non-employee director receives an annual grant of phantom shares equal in value to
$75,000
. We will pay each non-employee director in cash the fair market value of certain of the director’s phantom shares granted, upon termination of service as a member of the board of directors. The remaining phantom shares granted will be paid out in the form of one share of our common stock for each phantom share, with the value of any fractional phantom shares paid in cash. Expense recognized in the years ended
December 31, 2013
,
2012
and
2011
related to these phantom share grants was
$1.3 million
,
$0.9 million
and
$0.0 million
, respectively. Cash payments of
$0.4 million
,
$0.3 million
and
$0.6 million
were used to settle phantom shares during
2013
,
2012
and
2011
, respectively.
|
17.
|
Business Segment Information
|
We have
three
reportable segments. Our Sealing Products segment designs, manufactures and sells sealing products, including: metallic, non-metallic and composite material gaskets, dynamic seals, compression packing, resilient metal seals, elastomeric seals, hydraulic components, expansion joints, heavy-duty truck wheel-end component systems including brake products, flange sealing and isolation products, pipeline casing spacers/isolators, casing end seals, modular sealing systems for sealing pipeline penetrations, hole forming products, manhole infiltration sealing systems, safety-related signage for pipelines, bellows and bellows assemblies, pedestals for semiconductor manufacturing, PTFE products, conveyor belting and sheeted rubber products.
Our Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling metal-polymer, solid polymer and filament wound bearing products, aluminum blocks for hydraulic applications, precision engineered components, and lubrication systems for reciprocating compressors and provides repair services for those compressors.
Our Engine Products and Services segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines.
Our reportable segments are managed separately based on differences in their products and services and their end-customers. Segment profit is total segment revenue reduced by operating expenses, restructuring and other costs identifiable with the segment. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, gains and losses related to the sale of assets, and income taxes are not included in the computation of segment profit. The accounting policies of the reportable segments are the same as those for EnPro.
77
Segment operating results and other financial data for the years ended
December 31, 2013
,
2012
, and
2011
were as follows:
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
2012
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||
|
Sales
|
|||||||||||
|
Sealing Products
|
$
|
622.9
|
|
$
|
609.1
|
|
$
|
534.9
|
|
||
|
Engineered Products
|
356.4
|
|
363.0
|
|
386.7
|
|
|||||
|
Engine Products and Services
|
167.6
|
|
214.6
|
|
185.8
|
|
|||||
|
1,146.9
|
|
1,186.7
|
|
1,107.4
|
|
||||||
|
Intersegment sales
|
(2.7
|
)
|
(2.5
|
)
|
(1.9
|
)
|
|||||
|
Total sales
|
$
|
1,144.2
|
|
$
|
1,184.2
|
|
$
|
1,105.5
|
|
||
|
Segment Profit
|
|||||||||||
|
Sealing Products
|
$
|
97.1
|
|
$
|
88.8
|
|
$
|
81.2
|
|
||
|
Engineered Products
|
17.6
|
|
20.5
|
|
29.2
|
|
|||||
|
Engine Products and Services
|
14.0
|
|
39.2
|
|
30.6
|
|
|||||
|
Total segment profit
|
128.7
|
|
148.5
|
|
141.0
|
|
|||||
|
Corporate expenses
|
(33.3
|
)
|
(32.3
|
)
|
(32.6
|
)
|
|||||
|
Interest expense, net
|
(44.3
|
)
|
(42.8
|
)
|
(39.6
|
)
|
|||||
|
Other expense, net
|
(15.3
|
)
|
(9.9
|
)
|
(3.8
|
)
|
|||||
|
Income before income taxes
|
$
|
35.8
|
|
$
|
63.5
|
|
$
|
65.0
|
|
||
No customer accounted for
10%
or more of net sales in
2013
,
2012
or
2011
.
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
2012
|
2011
|
||||||||
|
|
(in millions)
|
||||||||||
|
Capital Expenditures
|
|||||||||||
|
Sealing Products
|
$
|
14.3
|
|
$
|
9.7
|
|
$
|
10.9
|
|
||
|
Engineered Products
|
14.0
|
|
20.9
|
|
11.9
|
|
|||||
|
Engine Products and Services
|
2.4
|
|
4.9
|
|
8.4
|
|
|||||
|
Corporate
|
—
|
|
0.1
|
|
0.3
|
|
|||||
|
Total capital expenditures
|
$
|
30.7
|
|
$
|
35.6
|
|
$
|
31.5
|
|
||
|
Depreciation and Amortization Expense
|
|||||||||||
|
Sealing Products
|
$
|
30.4
|
|
$
|
30.3
|
|
$
|
22.9
|
|
||
|
Engineered Products
|
22.4
|
|
21.8
|
|
21.5
|
|
|||||
|
Engine Products and Services
|
3.6
|
|
3.1
|
|
3.6
|
|
|||||
|
Corporate
|
0.2
|
|
0.3
|
|
0.4
|
|
|||||
|
Total depreciation and amortization
|
$
|
56.6
|
|
$
|
55.5
|
|
$
|
48.4
|
|
||
|
Net Sales by Geographic Area
|
|||||||||||
|
United States
|
$
|
620.3
|
|
$
|
654.2
|
|
$
|
561.3
|
|
||
|
Europe
|
308.6
|
|
305.0
|
|
321.4
|
|
|||||
|
Other foreign
|
215.3
|
|
225.0
|
|
222.8
|
|
|||||
|
Total
|
$
|
1,144.2
|
|
$
|
1,184.2
|
|
$
|
1,105.5
|
|
||
78
Net sales are attributed to countries based on location of the customer.
|
|
As of December 31,
|
||||||
|
|
2013
|
2012
|
|||||
|
|
(in millions)
|
||||||
|
Assets
|
|||||||
|
Sealing Products
|
$
|
534.4
|
|
$
|
528.8
|
|
|
|
Engineered Products
|
329.8
|
|
318.5
|
|
|||
|
Engine Products and Services
|
131.3
|
|
121.8
|
|
|||
|
Corporate
|
397.2
|
|
401.8
|
|
|||
|
$
|
1,392.7
|
|
$
|
1,370.9
|
|
||
|
Long-Lived Assets
|
|||||||
|
United States
|
$
|
110.1
|
|
$
|
114.1
|
|
|
|
France
|
30.5
|
|
23.4
|
|
|||
|
Other Europe
|
34.3
|
|
34.7
|
|
|||
|
Other foreign
|
12.6
|
|
13.3
|
|
|||
|
Total
|
$
|
187.5
|
|
$
|
185.5
|
|
|
Corporate assets include all of our cash and cash equivalents, investment in GST, and long-term deferred income taxes. Long-lived assets consist of property, plant and equipment.
|
18.
|
Garlock Sealing Technologies LLC and Garrison Litigation Management Group, Ltd.
|
On the Petition Date, GST LLC, Anchor and Garrison filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court. The filings were the initial step in a claims resolution process, which is ongoing. The goal of the process is an efficient and permanent resolution of all current and future asbestos claims through court approval of a plan of reorganization, which typically would establish a trust to which all asbestos claims would be channeled for resolution. GST seeks an agreement with asbestos claimants and other creditors on the terms of a plan for the establishment of such a trust and repayment of other creditors in full, or in the absence of such an agreement, an order of the Bankruptcy Court confirming such a plan.
In November 2011, GST filed a proposed plan of reorganization with the Bankruptcy Court. The proposed plan calls for a trust to be formed, to which GST and affiliates would contribute
$200 million
and which would be the exclusive remedy for future asbestos personal injury claimants – those whose claims arise after confirmation of the plan. The proposed plan provides that each present asbestos personal injury claim, i.e., any pending claim or one that arises between the Petition Date and plan confirmation, will be assumed by reorganized GST and resolved either by settlement (pursuant to a matrix contained in the proposed plan or as otherwise agreed), or by payment in full of any final judgment entered after trial in federal court. Based on a preliminary estimate provided by Bates White, the estimation expert retained by counsel to GST prior to the time that GST filed its proposed plan, GST estimates that the indemnity costs to resolve all present claims pursuant to the settlement matrix in the plan would cost the reorganized GST approximately
$70 million
. Under the proposed plan, all non-asbestos claimants would be paid the full value of their claims.
GST’s proposed plan is opposed by the Official Committee of Asbestos Personal Injury Claimants (the “Claimants’ Committee”) and Future Claimants’ Representative (the “FCR”) and is unlikely to be approved in its current form.
On April 13, 2012, the Bankruptcy Court granted a motion by GST for the Bankruptcy Court to estimate the allowed amount of present and future asbestos claims against GST for mesothelioma, a rare cancer attributed to asbestos exposure, for purposes of determining the feasibility of a potential proposed plan of reorganization. The estimation trial commenced on July 22, 2013 and concluded on August 22, 2013.
79
On
January 10, 2014, Bankruptcy Judge George Hodges announced his estimation decision in a 65-page order. Citing with approval the methodology put forth by GST at trial, the judge determined that
$125 million
is the amount sufficient to satisfy GST’s liability for present and future mesothelioma claims. Judge Hodges adopted GST’s “legal liability” approach to estimation, focused on the merits of claims, and rejected asbestos claimant representatives’ approach, which focused solely on GST’s historical settlement history. The judge’s liability determination is for mesothelioma claims only. The court has not yet determined amounts for GST’s liability for other asbestos claims and for administrative costs that would be required to review and process claims and payments, which will add to the amount.
In his opinion, Judge Hodges writes, “The best evidence of Garlock’s aggregate responsibility is the projection of its legal liability that takes into consideration causation, limited exposure and the contribution of exposures to other products.”
The decision validates the positions that GST has been asserting for the more than three years it has been in this process. Following are several important findings in the opinion:
|
•
|
Garlock’s products resulted in a relatively low exposure to asbestos to a limited population, and its legal responsibility for causing mesothelioma is relatively
de minimis
.
|
|
•
|
Chrysotile, the asbestos fiber type used in almost all of Garlock’s asbestos products, is far less toxic than other forms of asbestos. The court found reliable and persuasive Garlock’s expert epidemiologist, who testified that there is no statistically significant association between low dose chrysotile exposure and mesothelioma.
|
|
•
|
The population that was exposed to Garlock’s products was necessarily exposed to far greater quantities of higher potency asbestos from the products of others.
|
|
•
|
The estimates of Garlock’s aggregate liability that are based on its historic settlement values are not reliable because those values are infected with the impropriety of some law firms and inflated by the cost of defense.
|
GST plans to incorporate the court’s ruling into a plan of reorganization that it will submit in place of the plan referenced above. GST has not yet determined the amount that it will propose be included in its revised plan, as it continues to hope that it can reach a consensual resolution with representatives of current and future claimants. GST has stated that it continues to be willing to engage in discussions with claimant representatives, recognizing that an agreed settlement would provide the best path to certainty and finality through section 524(g) of the Bankruptcy Code, provide for faster and more efficient completion of the case, save significant future costs, and allow for the attainment of complete finality.
We caution that, in the absence of a consensual deal, the GST asbestos claims resolution process remains uncertain and could take an undetermined time to complete.
That estimation decision does not end the case; there are many potential hurdles, including appeals, that may arise prior to plan confirmation.
Financial Results
Condensed combined financial information for GST is set forth below, presented on a historical cost basis.
80
GST
(Debtor-in-Possession)
Condensed Combined Statements of Operations
Years Ended
December 31, 2013
,
2012
and
2011
(in millions)
|
2013
|
2012
|
2011
|
|||||||||
|
Net sales
|
$
|
244.8
|
|
$
|
240.1
|
|
$
|
236.1
|
|
||
|
Cost of sales
|
145.3
|
|
145.3
|
|
144.7
|
|
|||||
|
Gross profit
|
99.5
|
|
94.8
|
|
91.4
|
|
|||||
|
Operating expenses:
|
|||||||||||
|
Selling, general and administrative
|
41.7
|
|
45.1
|
|
45.4
|
|
|||||
|
Asbestos-related
|
2.3
|
|
(1.6
|
)
|
2.7
|
|
|||||
|
Other
|
0.5
|
|
1.7
|
|
0.8
|
|
|||||
|
Total operating expenses
|
44.5
|
|
45.2
|
|
48.9
|
|
|||||
|
Operating income
|
55.0
|
|
49.6
|
|
42.5
|
|
|||||
|
Interest income, net
|
29.7
|
|
27.9
|
|
26.8
|
|
|||||
|
Income before reorganization expenses and income taxes
|
84.7
|
|
77.5
|
|
69.3
|
|
|||||
|
Reorganization expenses
|
(44.6
|
)
|
(31.4
|
)
|
(17.0
|
)
|
|||||
|
Income before income taxes
|
40.1
|
|
46.1
|
|
52.3
|
|
|||||
|
Income tax expense
|
(18.7
|
)
|
(16.3
|
)
|
(19.6
|
)
|
|||||
|
Net income
|
$
|
21.4
|
|
$
|
29.8
|
|
$
|
32.7
|
|
||
|
Comprehensive income
|
$
|
20.8
|
|
$
|
30.4
|
|
$
|
31.6
|
|
||
GST
(Debtor-in-Possession)
Condensed Combined Statements of Cash Flows
Years Ended
December 31, 2013
,
2012
and
2011
(in millions)
|
2013
|
2012
|
2011
|
|||||||||
|
Net cash flows from operating activities
|
$
|
48.2
|
|
$
|
31.9
|
|
$
|
44.2
|
|
||
|
Investing activities
|
|||||||||||
|
Purchases of property, plant and equipment
|
(8.7
|
)
|
(6.9
|
)
|
(3.3
|
)
|
|||||
|
Net receipts (payments) from loans to affiliates
|
(12.8
|
)
|
0.5
|
|
13.1
|
|
|||||
|
Net purchases of held-to-maturity securities
|
(25.0
|
)
|
(110.0
|
)
|
—
|
|
|||||
|
Receipts from (deposits into) restricted cash accounts
|
0.9
|
|
1.4
|
|
(6.5
|
)
|
|||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
(7.5
|
)
|
|||||
|
Other
|
(1.1
|
)
|
—
|
|
—
|
|
|||||
|
Net cash used in investing activities
|
(46.7
|
)
|
(115.0
|
)
|
(4.2
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(2.3
|
)
|
0.4
|
|
(0.8
|
)
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
(0.8
|
)
|
(82.7
|
)
|
39.2
|
|
|||||
|
Cash and cash equivalents at beginning of year
|
43.6
|
|
126.3
|
|
87.1
|
|
|||||
|
Cash and cash equivalents at end of year
|
$
|
42.8
|
|
$
|
43.6
|
|
$
|
126.3
|
|
||
81
GST
(Debtor-in-Possession)
Condensed Combined Balance Sheets
As of
December 31, 2013
and
2012
(in millions)
|
2013
|
2012
|
||||||
|
Assets
:
|
|||||||
|
Current assets
|
$
|
314.4
|
|
$
|
168.2
|
|
|
|
U.S. Treasury securities
|
—
|
|
110.0
|
|
|||
|
Asbestos insurance receivable
|
101.1
|
|
120.7
|
|
|||
|
Deferred income taxes
|
130.4
|
|
124.8
|
|
|||
|
Notes receivable from affiliate
|
248.1
|
|
237.4
|
|
|||
|
Other assets
|
76.2
|
|
74.3
|
|
|||
|
Total assets
|
$
|
870.2
|
|
$
|
835.4
|
|
|
|
Liabilities and Shareholder’s Equity
:
|
|||||||
|
Current liabilities
|
$
|
43.9
|
|
$
|
76.9
|
|
|
|
Other liabilities
|
58.1
|
|
10.8
|
|
|||
|
Liabilities subject to compromise (A)
|
468.4
|
|
468.4
|
|
|||
|
Total liabilities
|
570.4
|
|
556.1
|
|
|||
|
Shareholder’s equity
|
299.8
|
|
279.3
|
|
|||
|
Total liabilities and shareholder’s equity
|
$
|
870.2
|
|
$
|
835.4
|
|
|
|
(A)
|
Liabilities subject to compromise include pre-petition unsecured claims which may be resolved at amounts different from those recorded in the condensed combined balance sheets. Liabilities subject to compromise consist principally of asbestos-related claims. GST has undertaken to project the number and ultimate cost of all present and future bodily injury claims expected to be asserted, based on actuarial principles, and to measure probable and estimable liabilities under generally accepted accounting principles. GST has accrued
$466.8 million
as of
December 31, 2013
. The estimate indicated for those asbestos-related claims reflects the point in a wide range of possible outcomes determined based on historical facts and circumstances prior to the Petition Date as our estimate of the cost to resolve asbestos-related personal injury cases and claims against GST as they would have been resolved in the state courts or by settlements over a ten-year period from April 1, 2010 through March 31, 2020. GST adjusts this estimate to reflect payments of previously accrued but unpaid legal fees and to reflect the results of appeals. Otherwise, GST does not expect to adjust the estimate unless developments in the Chapter 11 proceeding provide a reasonable basis for a revised estimate. GST intends to use the claims resolution process in Chapter 11 to determine the validity and ultimate amount of its aggregate liability for asbestos-related claims. Due to the uncertainties of asbestos-related litigation and the Chapter 11 process, GST’s ultimate liability could differ materially from the recorded liability. See Note 19, “Commitments and Contingencies – Asbestos.”
|
|
19.
|
Commitments and Contingencies
|
General
A description of environmental, asbestos and other legal matters relating to certain of our subsidiaries is included in this section. In addition to the matters noted herein, we are from time to time subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. We believe the outcome of such other litigation and legal proceedings will not have a material adverse effect on our financial condition, results of operations and cash flows. Expenses for administrative and legal proceedings are recorded when incurred.
Environmental
Our facilities and operations are subject to federal, state and local environmental and occupational health and safety requirements of the U.S. and foreign countries. We take a proactive approach in our efforts to comply with environmental, health and safety laws as they relate to our manufacturing operations and in proposing and implementing any remedial plans that may be necessary. We also regularly conduct comprehensive environmental, health and safety audits at our facilities to maintain compliance and improve operational efficiency.
82
Although we believe past operations were in substantial compliance with the then applicable regulations, we or one or more of our subsidiaries is involved with various remediation activities at
15
sites where the future cost per site for us or our subsidiary is expected to exceed
$100 thousand
. Investigations have been completed for
11
sites and are in progress at the other
four
sites. The majority of these sites relate to remediation projects at former operating facilities that were sold or closed and primarily deal with soil and groundwater contamination.
Our policy is to accrue environmental investigation and remediation costs when it is probable that a liability has been incurred and the amount can be reasonably estimated. The measurement of the liability is based on an evaluation of currently available facts with respect to each individual situation and takes into consideration factors such as existing technology, presently enacted laws and regulations and prior experience in remediation of contaminated sites. Liabilities are established for all sites based on these factors. As assessments and remediation progress at individual sites, these liabilities are reviewed periodically and adjusted to reflect additional technical data and legal information. As of
December 31, 2013
and
2012
, we had accrued liabilities of
$15.1 million
and
$11.3 million
, respectively, for estimated future expenditures relating to environmental contingencies. These amounts have been recorded on an undiscounted basis in the Consolidated Balance Sheets. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other parties potentially being liable, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities.
During 2013, we accrued a liability of
$6.3 million
related to environmental remediation costs associated with the pre-1983 site ownership and operation of the former Trent Tube facility in East Troy, Wisconsin. This amount is included in other income (expense) on the accompanying Consolidated Statements of Operations. The Trent Tube facility was operated by Crucible Materials Corporation from 1983 until its closure in 1998. Crucible Materials Corporation commenced environmental remediation activities at the site in 1999. In connection with the bankruptcy of Crucible Materials Corporation, a trust was established to fund the remediation of the site. We have reviewed the trust's assets and have valued them at
$750,000
for our internal purposes. During 2013, the Wisconsin Department of Natural Resources first notified us of potential liability for remediation of the site as a potentially responsible party under Wisconsin's "Spill Act" which provides that potentially responsible parties may be jointly and severally liable for site remediation. Based on our evaluation of the site, we believe our estimated costs to remediate the site will range between
$7 million
and
$10 million
, reduced by the value of the trust's remaining assets.
We believe that our accruals for specific environmental liabilities are adequate for those liabilities based on currently available information. Actual costs to be incurred in future periods may vary from estimates because of the inherent uncertainties in evaluating environmental exposures due to unknown and changing conditions, changing government regulations and legal standards regarding liability. In addition, based on our prior ownership of Crucible Steel Corporation a/k/a Crucible, Inc. (“Crucible”), we may have additional contingent liabilities in one or more significant environmental matters, some of which are included in the
15
sites referred to above. Except with respect to specific Crucible environmental matters for which we have accrued a portion of the liability set forth above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities.
See the section entitled “Crucible Steel Corporation a/k/a Crucible, Inc.” in this footnote for additional information.
Colt Firearms and Central Moloney
We may have contingent liabilities related to divested businesses for which certain of our subsidiaries retained liability or are obligated under indemnity agreements. These contingent liabilities include, but are not limited to, potential product liability and associated claims related to firearms manufactured prior to March 1990 by Colt Firearms, a former operation of Coltec, and for electrical transformers manufactured prior to May 1994 by Central Moloney, another former Coltec operation. We believe that these potential contingent liabilities are not material to our financial condition, results of operation and cash flows. Coltec also has ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, with regard to workers’ compensation, retiree medical and other retiree benefit matters that relate to Coltec’s periods of ownership of these operations.
Crucible Steel Corporation a/k/a Crucible, Inc.
Crucible, which was engaged primarily in the manufacture and distribution of high technology specialty metal products, was a wholly owned subsidiary of Coltec until 1983 when its assets and liabilities were distributed to a new Coltec subsidiary, Crucible Materials Corporation. Coltec sold a majority of the outstanding shares of Crucible Materials Corporation in 1985 and divested its remaining minority interest in 2004. Crucible Materials Corporation filed for Chapter 11 bankruptcy protection in May 2009.
In conjunction with the closure of a Crucible plant in the early 1980s, Coltec was required to fund a trust for retiree medical benefits for certain employees at the plant. This trust (the “Benefits Trust”) pays for these retiree medical benefits on
83
an ongoing basis. Coltec has no ownership interest in the Benefits Trust, and thus the assets and liabilities of this trust are not included in our Consolidated Balance Sheets. Under the terms of the Benefits Trust agreement, the trustees retained an actuary to assess the adequacy of the assets in the Benefits Trust in 1995 and 2005. A third and final actuarial report will be required in 2015. The actuarial reports in 1995 and 2005 determined that the Benefits Trust has sufficient assets to fund the payment of future benefits.
Concurrent with the establishment of the Benefits Trust, Coltec was required to establish and make a contribution to a second trust (the “Back-Up Trust”) to provide protection against the inability of the Benefits Trust to meet its obligations. On July 27, 2010, we received court approval of a settlement agreement with the trustees of the Benefits Trust and, as a result, were no longer obligated to maintain the Back-Up Trust. The sole asset of the Back-Up Trust, a guaranteed investment contract (“GIC”), was divided into two parts and distributed in accordance with the agreement. We received one GIC with a contract value of approximately
$18 million
, and another GIC with a contract value of
$2.3 million
. In addition, we contributed
$0.9 million
directly to the Benefits Trust. The
$2.3 million
GIC is being held in a special account in case of a shortfall in the Benefits Trust and has a current value of
$2.8 million
. The GIC, with a contract value of approximately
$18 million
and a fair value of
$21.4 million
, was contributed to our U.S. defined benefit pension plans in July 2011. The difference of
$2.9 million
between the contract value and fair value of the GIC was reported as other non-operating income in our Consolidated Statements of Operations. Refer to Note 14, “Pensions and Postretirement Benefits” for additional information about the contribution.
We have certain ongoing obligations, which are included in other liabilities in our Consolidated Balance Sheets, including workers’ compensation, retiree medical and other retiree benefit matters, in addition to those mentioned previously related to Coltec’s period of ownership of Crucible. Based on Coltec’s prior ownership of Crucible, we may have certain additional contingent liabilities, including liabilities in one or more significant environmental matters included in the matters discussed in “Environmental,” above. We are investigating these matters. Except with respect to those matters for which we have an accrued liability as discussed in “Environmental” above, we are unable to estimate a reasonably possible range of loss related to these contingent liabilities.
Warranties
We provide warranties on many of our products. The specific terms and conditions of these warranties vary depending on the product and the market in which the product is sold. We record a liability based upon estimates of the costs we may incur under our warranties after a review of historical warranty experience and information about specific warranty claims. Adjustments are made to the liability as claims data and historical experience warrant.
Changes in the carrying amount of the product warranty liability for the years ended
December 31, 2013
and
2012
are as follows:
|
2013
|
2012
|
||||||
|
|
(in millions)
|
||||||
|
Balance at beginning of year
|
$
|
4.1
|
|
$
|
3.5
|
|
|
|
Charges to expense
|
3.8
|
|
3.2
|
|
|||
|
Settlements made (primarily payments)
|
(4.1
|
)
|
(2.6
|
)
|
|||
|
Balance at end of year
|
$
|
3.8
|
|
$
|
4.1
|
|
|
BorgWarner
A subsidiary of BorgWarner Inc. ("BorgWarner") has asserted claims against GGB France E.U.R.L. ("GGB France") with respect to certain bearings supplied by GGB France to BorgWarner and used by BorgWarner in manufacturing hydraulic control units included in motor vehicle automatic transmission units. BorgWarner and GGB France are participating in a technical review before a panel of experts to determine, among other things, whether there were any defects in the bearings and whether any defect caused the damages claimed by BorgWarner, which technical review is a required predicate to the commencement of a legal proceeding for damages. There is no fixed deadline for the completion of the technical review and the presentation of the expert panel's findings. We believe that GGB France has valid factual and legal defenses to these claims and we are vigorously defending these claims. At this point in the technical review process we are unable to estimate a reasonably possible range of loss related to these claims.
84
Asbestos
Background on Asbestos-Related Litigation
. The historical business operations of GST LLC and Anchor resulted in a substantial volume of asbestos litigation in which plaintiffs alleged personal injury or death as a result of exposure to asbestos fibers in products produced or sold by GST LLC or Anchor, together with products produced and sold by numerous other companies. GST LLC and Anchor manufactured and/or sold industrial sealing products that contained encapsulated asbestos fibers. Other of our subsidiaries that manufactured or sold equipment that may have at various times in the past contained asbestos-containing components have also been named in a number of asbestos lawsuits, but only GST LLC and Anchor have ever paid an asbestos claim.
Since the first asbestos-related lawsuits were filed against GST LLC in 1975, GST LLC and Anchor have processed more than
900,000
claims to conclusion, and, together with insurers, have paid over
$1.4 billion
in settlements and judgments and over
$400 million
in fees and expenses. Our subsidiaries’ exposure to asbestos litigation and their relationships with insurance carriers have been managed through Garrison.
Subsidiary Chapter 11 Filing and Effect
. On the Petition Date, GST LLC, Garrison and Anchor filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court. The filings were the initial step in a claims resolution process, which is ongoing. See Note 18 for additional information about this process and its impact on us.
During the pendency of the Chapter 11 proceedings, certain actions proposed to be taken by GST not in the ordinary course of business are subject to approval by the Bankruptcy Court. As a result, during the pendency of these proceedings, we do not have exclusive control over these companies. Accordingly, as required by GAAP, GST was deconsolidated beginning on the Petition Date.
As a result of the initiation of the Chapter 11 proceedings, the resolution of asbestos claims is subject to the jurisdiction of the Bankruptcy Court. The filing of the Chapter 11 cases automatically stayed the prosecution of pending asbestos bodily injury and wrongful death lawsuits, and initiation of new such lawsuits, against GST. Further, the Bankruptcy Court issued an order enjoining plaintiffs from bringing or further prosecuting asbestos products liability actions against affiliates of GST, including EnPro, Coltec and all their subsidiaries, during the pendency of the Chapter 11 proceedings, subject to further order. As a result, the numbers of new claims filed against our subsidiaries and, except as a result of the resolution of appeals from verdicts rendered prior to the Petition Date, the numbers of claims pending against them have not changed since the Petition Date, and those numbers continue to be as reported in our 2009 Form 10-K and our quarterly reports for the first and second quarters of 2010.
Pending Claims
. On the Petition Date, according to Garrison's claim records, there were more than
90,000
total claims pending against GST LLC, of which approximately
5,800
were claims alleging the disease mesothelioma. Based on discovery in the Chapter 11 proceedings, GST has learned that more than
1,900
of those mesothelioma claims records were not, in fact, pending mesothelioma claims. Garrison now believes that there were less than
4,000
mesothelioma claims pending against it as of the Petition Date. Mesothelioma is a rare cancer of the protective lining of many of the body’s internal organs, principally the lungs. The primary cause of mesothelioma is believed to be exposure to asbestos. As a result of asbestos tort reform during the 2000s, most active asbestos-related lawsuits, and a large majority of the amount of payments made by our subsidiaries in the years immediately preceding the Petition Date, have been of claims alleging mesothelioma. In total, GST LLC has paid
$563.2 million
to resolve a total of
15,300
mesothelioma claims, and another
5,700
mesothelioma claims have been dismissed without payment.
In order to estimate the allowed amount for mesothelioma claims against GST, the Bankruptcy Court approved a process whereby all current GST LLC mesothelioma claimants were required to respond to a questionnaire about their claims. Questionnaires were distributed to the mesothelioma claimants identified in Garrison’s claims database. Many of the
5,800
claimants (over
500
) did not respond to the questionnaire at all; many others (more than
1,900
) reflect claims where the claimants do not have mesothelioma, have acknowledged that they cannot establish exposure to GST products, their claims were dismissed, settled or withdrawn, their claims were duplicates of other filed claims, or were closed or inactive. Still others responded to the questionnaire but their responses were deficient in some material respect. As a result of this process, less than
3,300
claimants have presented questionnaires asserting mesothelioma claims against GST LLC as of the Petition Date and many of them have not established exposure to GST products or have claims that are otherwise deficient.
Since the Petition Date, many asbestos-related lawsuits have been filed by claimants against other companies in state and federal courts, and many of those claimants might also have included GST LLC as a defendant but for the bankruptcy injunction. Many of those claimants likely will make claims against GST in the bankruptcy proceeding.
85
Product Defenses
. We believe that the asbestos-containing products manufactured or sold by GST could not have been a substantial contributing cause of any asbestos-related disease. The asbestos in the products was encapsulated, which means the asbestos fibers incorporated into the products during the manufacturing process were sealed in binders. The products were also nonfriable, which means they could not be crumbled by hand pressure. The U.S. Occupational Safety and Health Administration, which began generally requiring warnings on asbestos-containing products in 1972, has never required that a warning be placed on products such as GST LLC’s gaskets. Even though no warning label was required, GST LLC included one on all of its asbestos-containing products beginning in 1978. Further, gaskets such as those previously manufactured and sold by GST LLC are one of the few asbestos-containing products still permitted to be manufactured under regulations of the U.S. Environmental Protection Agency. Nevertheless, GST LLC discontinued all manufacture and distribution of asbestos-containing products in the U.S. during 2000 and worldwide in mid-2001.
Appeals
. GST LLC has a record of success in trials of asbestos cases, especially before the bankruptcies of many of the historically significant asbestos defendants that manufactured raw asbestos, asbestos insulation, refractory products or other dangerous friable asbestos products. However, it has on occasion lost jury verdicts at trial. GST has consistently appealed when it has received an adverse verdict and has had success in a majority of those appeals. We believe that GST LLC will continue to be successful in the appellate process, although there can be no assurance of success in any particular appeal. At
December 31, 2013
,
three
GST LLC appeals are pending from adverse decisions totaling
$2.4 million
.
GST LLC won reversals of adverse verdicts in one of two recent appellate decisions. In September 2011, the United States Court of Appeals for the Sixth Circuit overturned a
$500 thousand
verdict against GST LLC that was handed down in 2009 by a Kentucky federal court jury. The federal appellate court found that GST LLC’s motion for judgment as a matter of law should have been granted because the evidence was not sufficient to support a determination of liability. The Sixth Circuit’s chief judge wrote that, “On the basis of this record, saying that exposure to Garlock gaskets was a substantial cause of [claimant’s] mesothelioma would be akin to saying that one who pours a bucket of water into the ocean has substantially contributed to the ocean’s volume.” In May 2011, a three-judge panel of the Kentucky Court of Appeals upheld GST LLC’s
$700 thousand
share of a jury verdict, which included punitive damages, in a lung cancer case against GST LLC in Kentucky state court. This verdict, which was secured by a bond pending the appeal, was paid in June 2012.
Insurance Coverage
. At
December 31, 2013
, we had
$121.1 million
of insurance coverage we believe is available to cover current and future asbestos claims payments and certain expense payments. GST has collected insurance payments totaling
$74.0 million
since the Petition Date. Of the
$121.1 million
of available insurance coverage remaining, we consider
$120.0 million
(
99%
) to be of high quality because the insurance policies are written or guaranteed by U.S.-based carriers whose credit rating by S&P is investment grade (BBB-) or better, and whose AM Best rating is excellent (A-) or better. We consider
$1.1 million
(
1%
) to be of moderate quality because the insurance policies are written with various London market carriers. Of the
$121.1 million
,
$85.1 million
is allocated to claims that were paid by GST LLC prior to the initiation of the Chapter 11 proceedings and submitted to insurance companies for reimbursement, and the remainder is allocated to pending and estimated future claims. There are specific agreements in place with carriers covering
$86.2 million
of the remaining available coverage. Based on those agreements and the terms of the policies in place and prior decisions concerning coverage, we believe that substantially all of the
$121.1 million
of insurance proceeds will ultimately be collected, although there can be no assurance that the insurance companies will make the payments as and when due. The
$121.1 million
is in addition to the
$20.8 million
collected in
2013
. Based on those agreements and policies, some of which define specific annual amounts to be paid and others of which limit the amount that can be recovered in any one year, we anticipate that
$39.1 million
will become collectible at the conclusion of GST’s Chapter 11 proceeding and, assuming the insurers pay according to the agreements and policies, that the following amounts should be collected in the years set out below regardless of when the case concludes:
2014 –
$20 million
2015 –
$20 million
2016 –
$18 million
2017 –
$13 million
2018 –
$11 million
GST LLC has received
$7.2 million
of insurance recoveries from insolvent carriers since 2007 and may receive additional payments from insolvent carriers in the future. No anticipated insolvent carrier collections are included in the
$121.1 million
of anticipated collections. The insurance available to cover current and future asbestos claims is from comprehensive general liability policies that cover Coltec and certain of its other subsidiaries in addition to GST LLC for periods prior to 1985 and therefore could be subject to potential competing claims of other covered subsidiaries and their assignees.
Liability Estimate
. Our recorded asbestos liability as of the Petition Date was
$472.1 million
. We based that recorded liability on an estimate of probable and estimable expenditures to resolve asbestos personal injury claims under generally accepted accounting principles, made with the assistance of Garrison and an estimation expert, Bates White, retained by GST
86
LLC’s counsel. The estimate developed was an estimate of the most likely point in a broad range of potential amounts that GST LLC might pay to resolve asbestos claims (by settlement in the majority of the cases except those dismissed or tried) over the ten-year period following the date of the estimate in the state court system, plus accrued but unpaid legal fees. The estimate, which was not discounted to present value, did not reflect GST LLC’s views of its actual legal liability; GST LLC has continuously maintained that its products could not have been a substantial contributing cause of any asbestos disease. Instead, the liability estimate reflected GST LLC’s recognition that most claims would be resolved more efficiently and at a significantly lower total cost through settlements without any actual liability determination.
Neither we nor GST has endeavored to update the accrual since the Petition Date except as necessary to reflect payments of accrued fees and the disposition of cases on appeal. After those necessary updates, the liability accrual at
December 31, 2013
was
$466.8 million
. In each asbestos-driven Chapter 11 case that has been resolved previously, the amount of the debtor’s liability has been determined as part of a consensual plan of reorganization agreed to by the debtor and its creditors, including asbestos claimants and a representative of potential future claimants. GST does not believe that there is a reliable process by which an estimate of such a consensual resolution can be made and therefore believes that, prior to the resolution of liability in GST LLC's Chapter 11 proceeding, there is no basis upon which it can revise the estimate last updated prior to the Petition Date. In addition, we do not believe that we can make a reasonable estimate of a specific range of more likely outcomes with respect to the asbestos liability of GST.
In a proposed plan of reorganization filed by GST and opposed by claimant representatives, GST has proposed to resolve all pending and future claims. GST has estimated that the amounts to be paid into the trust created by the plan for payments to future claimants, plus the indemnity costs incurred under the plan to pay present claimants, would be approximately
$270 million
.
The proposed plan of reorganization includes provisions that would resolve any and all alleged derivative claims against us based on GST asbestos products. The provisions specify that we would fund
$30 million
of the amount proposed to be paid into the trust to pay future claimants and would guarantee the obligations of GST under the plan. Those provisions are incorporated into the terms of the proposed plan only in the context of the specifics of that plan, which would result in the equity interests of GST being retained by GST’s equity holder, the reconsolidation of GST into the Company with substantial equity above the amount of equity currently included in our consolidated financial statements, and an injunction protecting us from future GST claims.
As stated previously, GST intends to incorporate the judge's recent decision estimating GST's liability for mesothelioma into a plan of reorganization that it will submit in place of the current proposed plan. GST has not yet determined the amount that it will propose be included in the revised plan. We cannot predict when a plan of reorganization for GST might be approved and effective nor can we predict the amount of funding that a confirmed plan will require. An estimation trial for the purpose of determining the number and value of allowed mesothelioma claims for plan feasibility purposes commenced on July 22, 2013, and concluded on August 22, 2013. On January 10, 2014, the Bankruptcy Court entered an order estimating GST's liability for present and future mesothelioma claims at
$125 million
, consistent with the positions that GST put forth at trial. The Court's estimate is for mesothelioma claims only. Additional amounts may be necessary to resolve other disease claims and trust administration costs. This estimation decision does not end the case; there are many potential hurdles, including appeals, that may arise prior to plan confirmation.
Other Commitments
We have a number of operating leases primarily for real estate, equipment and vehicles. Operating lease arrangements are generally utilized to secure the use of assets if the terms and conditions of the lease or the nature of the asset makes the lease arrangement more favorable than a purchase. Future minimum lease payments by year and in the aggregate, under noncancelable operating leases with initial or remaining noncancelable lease terms in excess of one year, consisted of the following at
December 31, 2013
(in millions):
|
2014
|
$
|
12.7
|
|
|
2015
|
11.0
|
|
|
|
2016
|
8.4
|
|
|
|
2017
|
7.1
|
|
|
|
2018
|
6.8
|
|
|
|
Thereafter
|
5.8
|
|
|
|
Total minimum payments
|
$
|
51.8
|
|
87
Net rent expense was
$15.0 million
,
$15.1 million
and
$15.7 million
for the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
20.
|
Selected Quarterly Financial Data (Unaudited)
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|||||||||||||||||||||||||||
|
(in millions, except per share data)
|
2013
|
2012
|
2013
|
2012
|
2013
|
2012
|
2013
|
2012
|
|||||||||||||||||||||||
|
Net sales
|
$
|
286.9
|
|
$
|
311.5
|
|
$
|
305.8
|
|
$
|
301.7
|
|
$
|
276.0
|
|
$
|
291.7
|
|
$
|
275.5
|
|
$
|
279.3
|
|
|||||||
|
Gross profit
|
$
|
94.2
|
|
$
|
107.2
|
|
$
|
109.2
|
|
$
|
103.0
|
|
$
|
92.1
|
|
$
|
98.8
|
|
$
|
85.8
|
|
$
|
91.1
|
|
|||||||
|
Net income
|
$
|
8.6
|
|
$
|
13.8
|
|
$
|
8.0
|
|
$
|
10.2
|
|
$
|
5.6
|
|
$
|
11.3
|
|
$
|
5.2
|
|
$
|
5.7
|
|
|||||||
|
Basic earnings per share
|
$
|
0.41
|
|
$
|
0.67
|
|
$
|
0.39
|
|
$
|
0.50
|
|
$
|
0.27
|
|
$
|
0.54
|
|
$
|
0.25
|
|
$
|
0.28
|
|
|||||||
|
Diluted earnings per share
|
$
|
0.39
|
|
$
|
0.64
|
|
$
|
0.35
|
|
$
|
0.47
|
|
$
|
0.23
|
|
$
|
0.53
|
|
$
|
0.22
|
|
$
|
0.27
|
|
|||||||
88
SCHEDULE II
Valuation and Qualifying Accounts
For the Years Ended
December 31, 2013
,
2012
and
2011
(in millions)
Allowance for Doubtful Accounts
|
Balance,
Beginning
of Year
|
Charge
to Expense
|
Write-off of
Receivables
|
Other (1)
|
Balance,
End of Year
|
|||||||||||||||
|
2013
|
$
|
5.7
|
|
$
|
1.7
|
|
$
|
(1.4
|
)
|
$
|
—
|
|
$
|
6.0
|
|
||||
|
2012
|
$
|
4.6
|
|
$
|
1.7
|
|
$
|
(0.9
|
)
|
$
|
0.3
|
|
$
|
5.7
|
|
||||
|
2011
|
$
|
3.6
|
|
$
|
1.6
|
|
$
|
(0.9
|
)
|
$
|
0.3
|
|
$
|
4.6
|
|
||||
|
(1)
|
Consists primarily of the effect of changes in currency rates.
|
Deferred Income Tax Valuation Allowance
|
Balance,
Beginning
of Year
|
Charge
to Expense
|
Expiration of
Net Operating
Losses
|
Other (2)
|
Balance,
End of Year
|
|||||||||||||||
|
2013
|
$
|
17.7
|
|
$
|
(1.8
|
)
|
$
|
(0.1
|
)
|
$
|
1.8
|
|
$
|
17.6
|
|
||||
|
2012
|
$
|
12.1
|
|
$
|
4.8
|
|
$
|
—
|
|
$
|
0.8
|
|
$
|
17.7
|
|
||||
|
2011
|
$
|
10.1
|
|
$
|
3.1
|
|
$
|
—
|
|
$
|
(1.1
|
)
|
$
|
12.1
|
|
||||
|
(2)
|
Consists primarily of the effects of changes in currency rates and statutory changes in tax rates.
|
89
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules