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Accounting Policies (Policies) | 6 Months Ended
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Jun. 29, 2014
Accounting Policies |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Goodwill and Long-Lived Assets | Goodwill and Long-Lived Assets The changes in the carrying amount of goodwill by geographic segment are as follows:
|  | June 29, 2014 |
|  | Gross Balance |  | Accumulated Impairment Losses |  | Net Goodwill |
|  | Balance January 1, 2014 |  | Acquired During the Period |  | Foreign Currency Translation and Other |  | Balance June 29, 2014 |  | Balance January 1, 2014 |  | Impairment Loss During the Period |  | Balance June 29, 2014 |  | June 29, 2014 |
|  | (in millions) |
Americas |  | $ | 224.7 |  | $ | — |  | $ | (0.1 | ) | $ | 224.6 |  | $ | (24.5 | ) | $ | — |  | $ | (24.5 | ) | $ | 200.1 |
Europe, Middle East and Africa (EMEA) |  | 301.3 |  | — |  | (2.8 | ) | 298.5 |  | — |  | — |  | — |  | 298.5 |
Asia-Pacific |  | 13.3 |  | — |  | (0.4 | ) | 12.9 |  | — |  | — |  | — |  | 12.9 |
Total |  | $ | 539.3 |  | $ | — |  | $ | (3.3 | ) | $ | 536.0 |  | $ | (24.5 | ) | $ | — |  | $ | (24.5 | ) | $ | 511.5 |
|  | June 30, 2013 |
|  | Gross Balance |  | Accumulated Impairment Losses |  | Net Goodwill |
|  | Balance January 1, 2013 |  | Acquired During the Period |  | Foreign Currency Translation and Other |  | Balance June 30, 2013 |  | Balance January 1, 2013 |  | Impairment Loss During the Period |  | Balance June 30, 2013 |  | June 30, 2013 |
|  | (in millions) |
Americas |  | $ | 225.6 |  | $ | — |  | $ | (0.7 | ) | $ | 224.9 |  | $ | (24.2 | ) | $ | — |  | $ | (24.2 | ) | $ | 200.7 |
EMEA |  | 289.7 |  | — |  | (4.0 | ) | 285.7 |  | — |  | — |  | — |  | 285.7 |
Asia-Pacific |  | 12.9 |  | — |  | — |  | 12.9 |  | — |  | — |  | — |  | 12.9 |
Total |  | $ | 528.2 |  | $ | — |  | $ | (4.7 | ) | $ | 523.5 |  | $ | (24.2 | ) | $ | — |  | $ | (24.2 | ) | $ | 499.3 |
Goodwill and indefinite-lived intangible assets are tested for impairment at least annually or more frequently if events or circumstances indicate that it is “more likely than not” that they might be impaired, such as from a change in business conditions. The Company performs its annual goodwill and indefinite-lived intangible assets impairment assessment in the fourth quarter of each year. Intangible assets with estimable lives and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of intangible assets with estimable lives and other long-lived assets are measured by a comparison of the carrying amount of an asset or asset group to future net undiscounted pretax cash flows expected to be generated by the asset or asset group. If these comparisons indicate that an asset is not recoverable based on the future net undiscounted pretax cash flows, the impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future pretax operating cash flows or appraised values, depending on the nature of the asset. The Company determines the discount rate for this analysis based on the weighted average cost of capital based on the market and guideline public companies for the related business, and does not allocate interest charges to the asset or asset group being measured. Judgment is required to estimate future operating cash flows. Intangible assets include the following:
|  | June 29, 2014 |  | December 31, 2013 |
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |
|  | (in millions) |
Patents |  | $ | 16.4 |  | $ | (12.9 | ) | $ | 3.5 |  | $ | 16.6 |  | $ | (12.6 | ) | $ | 4.0 |
Customer relationships |  | 132.6 |  | (81.8 | ) | 50.8 |  | 133.0 |  | (76.4 | ) | 56.6 |
Technology |  | 26.8 |  | (11.9 | ) | 14.9 |  | 26.9 |  | (10.9 | ) | 16.0 |
Trade Names |  | 13.6 |  | (3.6 | ) | 10.0 |  | 13.7 |  | (3.0 | ) | 10.7 |
Other |  | 8.8 |  | (5.7 | ) | 3.1 |  | 8.8 |  | (5.6 | ) | 3.2 |
Total amortizable intangibles |  | 198.2 |  | (115.9 | ) | 82.3 |  | 199.0 |  | (108.5 | ) | 90.5 |
Indefinite-lived intangible assets |  | 41.8 |  | — |  | 41.8 |  | 41.9 |  | — |  | 41.9 |
Total |  | $ | 240.0 |  | $ | (115.9 | ) | $ | 124.1 |  | $ | 240.9 |  | $ | (108.5 | ) | $ | 132.4 |
Aggregate amortization expense for amortizable intangible assets for both the second quarters of 2014 and 2013 was $3.7 million. Additionally, future amortization expense for the next five years on amortizable intangible assets is expected to be approximately $7.4 million for the remainder of 2014, $14.6 million for 2015, $14.2 million for 2016, $13.8 million for 2017 and $9.7 million for 2018. Amortization expense is recorded on a straight-line basis over the estimated useful lives of the intangible assets. The weighted-average remaining life of total amortizable intangible assets is 8.1 years. Patents, customer relationships, technology, trade names and other amortizable intangibles have weighted-average remaining lives of 5.3 years, 5.1 years, 11.1 years, 10.5 years and 38.8 years, respectively. Indefinite-lived intangible assets primarily include trademarks and trade names.
Stock-Based Compensation | Stock-Based Compensation The Company maintains one stock incentive plan, the 2004 Stock Incentive Plan. Under this plan, key employees have been granted nonqualified stock options to purchase the Company’s Class A common stock. Options typically become exercisable over a four-year period at the rate of 25% per year and expire ten years after the grant date. However, most options granted in 2014 become exercisable over a three-year period at the rate of one-third per year. Options granted under the plans may have exercise prices of not less than 100% of the fair market value of the Class A common stock on the date of grant. The Company’s current practice is to grant all options at fair market value on the grant date. The Company issued 4,808 and 9,500 stock options during the first six months of 2014 and 2013, respectively. The Company grants shares of restricted stock and deferred shares to key employees and stock awards to non-employee members of the Company’s Board of Directors under the 2004 Stock Incentive Plan. Stock awards to non-employee members of the Company’s Board of Directors are fully vested upon grant. Employees’ restricted stock awards and deferred shares typically vest over a three-year period at the rate of one-third per year, except that most restricted stock awards and deferred shares granted in 2014 vest over a two-year period at the rate of 50% per year. The restricted stock awards and deferred shares are amortized to expense on a straight-line basis over the vesting period. The Company issued 41,885 and 3,167 shares of restricted stock in the first six months of 2014 and 2013, respectively. Beginning in 2014, the Company also granted performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units vest at the end of a three-year performance period. Upon vesting, the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient will be determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. The performance goals for the 2014 performance stock units are based on the compound annual growth rate of the Company’s revenue over the three-year performance period and the Company’s return on invested capital (“ROIC”) for the third year of the performance period. The performance period for the 2014 performance stock units is January 1, 2014 through December 31, 2016. The 2014 performance stock units also provide an overall minimum ROIC threshold, which the Company must exceed in order for any shares of the Company’s Class A common stock to be earned. The number of shares of Class A common stock that may be earned by a performance stock unit recipient ranges from 0% to 200% of a target number of shares designated for each recipient at the time of grant. The performance stock units are amortized to expense over the vesting period based on the Company’s performance relative to the performance goals. If such goals are not met, no compensation expense is recognized and previously recognized compensation expense is reversed. The Company issued 20,069 shares of performance stock units in the second quarter of 2014 under the 2004 Stock Incentive Plan. The Company has a Management Stock Purchase Plan that allows for the purchase of restricted stock units (RSUs) by key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Each RSU represents one share of Class A common stock and is purchased by the employee at 67% of the fair market value of the Company’s Class A common stock on the date of grant. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date and receipt of the shares underlying RSUs is deferred for a minimum of three years or such greater number of years as is chosen by the employee. An aggregate of 2,000,000 shares of Class A common stock may be issued under the Management Stock Purchase Plan. The Company granted 30,561 RSUs and 44,777 RSUs in the first six months of 2014 and 2013, respectively. The fair value of each RSU issued under the Management Stock Purchase Plan is estimated on the date of grant using the Black-Scholes-Merton Model based on the following weighted average assumptions:
|  | 2014 |  | 2013 |
Expected life (years) |  | 3.0 |  | 3.0 |
Expected stock price volatility |  | 31.2 | % | 34.1 | %
Expected dividend yield |  | 0.9 | % | 0.9 | %
Risk-free interest rate |  | 0.7 | % | 0.4 | %
The above assumptions were used to determine the weighted average grant-date fair value of RSUs of $22.57 and $18.05 in 2014 and 2013, respectively. A more detailed description of each of these plans can be found in Note 12 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
Shipping and Handling | Shipping and Handling The Company’s shipping and handling costs included in selling, general and administrative expenses were $15.8 million for the second quarters of 2014 and 2013, and were $30.5 million and $29.7 million for the first six months of 2014 and 2013, respectively. The 2013 shipping and handling costs disclosed have been updated to include handling costs in order to be comparable with the current quarter.
Research and Development | Research and Development Research and development costs included in selling, general and administrative expenses were $5.6 million and $5.5 million for the second quarters of 2014 and 2013, respectively, and were $11.9 million and $10.9 million for the first six months of 2014 and 2013, respectively.
Taxes, Other than Income Taxes | Taxes, Other than Income Taxes Taxes assessed by governmental authorities on sale transactions are recorded on a net basis and excluded from sales in the Company’s consolidated statements of operations.
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
New Accounting Standards | New Accounting Standards In June of 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, “Compensation — Stock Compensation: Accounting for Share Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. ASU 2014-12 clarifies that performance targets that could be achieved after the requisite period should be treated as performance conditions. Those performance conditions would not be reflected in estimating the grant date fair value of the award, but instead would be accounted for when the achievement of the performance condition becomes probable. ASU 2014-12 is effective in the first quarter of 2016 for public companies with calendar year ends, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. In May of 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 converges revenue recognition under U.S. GAAP and IFRS. For U.S. GAAP, the standard generally eliminates transaction and industry-specific revenue recognition guidance. This includes current guidance on long-term construction-type contracts, software arrangements, real estate sales, telecommunication arrangements, and franchise sales. Under the new standard, revenue is recognized based on a five-step model. ASU 2014-09 is effective in the first quarter of 2017 for public companies with calendar year ends, and early adoption is not permitted for public companies under U.S. GAAP. The Company is assessing the impact of this standard on the Company’s financial statements. In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU 2014-08 will change the definition of discontinued operations and limit discontinued operations presentation to disposals of components representing a strategic shift that will have a major effect on the operations and financial results of the issuer. ASU 2014-08 is effective in the first quarter of 2015 for public companies with calendar year ends, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

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