UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 10-Q
_________
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-362
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(260 ) 824-2900
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Global Select Market | |||||||||||||||||
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) | |||||||||||||||
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.
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
1
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||
| Emerging Growth Company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Yes | No | ☒ | |||||||||
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Outstanding at | ||||||||
| Class of Common Stock Par Value | July 31, 2020 | |||||||
| $ | ||||||||
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FRANKLIN ELECTRIC CO., INC.
TABLE OF CONTENTS
| Page | |||||||||||
| PART I. | FINANCIAL INFORMATION | Number | |||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II. | OTHER INFORMATION | ||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 6. | |||||||||||
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PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In thousands, except per share amounts) | June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange income/(expense) | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net (income) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Franklin Electric Co., Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Income per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In thousands) | June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss), before tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Employee benefit plan activity | |||||||||||||||||||||||
| Other comprehensive income/(loss) | ( | ( | |||||||||||||||||||||
| Income tax expense related to items of other comprehensive income/(loss) | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Franklin Electric Co., Inc. | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In thousands) | June 30, 2020 | December 31, 2019 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowances of $ | |||||||||||
| Inventories: | |||||||||||
| Raw material | |||||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, at cost: | |||||||||||
| Land and buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Other | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less: Allowance for depreciation | ( | ( | |||||||||
| Property, plant, and equipment, net | |||||||||||
| Right-of-Use Asset, net | |||||||||||
| Deferred income taxes | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
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| June 30, 2020 | December 31, 2019 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current lease liability | |||||||||||
| Income taxes | |||||||||||
| Current maturities of long-term debt and short-term borrowings | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term lease liability | |||||||||||
| Income taxes payable non-current | |||||||||||
| Deferred income taxes | |||||||||||
| Employee benefit plans | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (see Note 14) | |||||||||||
| Redeemable noncontrolling interest | ( | ( | |||||||||
| Shareholders' equity: | |||||||||||
Common stock ( | |||||||||||
| Additional capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
7
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | |||||||||||
| (In thousands) | June 30, 2020 | June 30, 2019 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Loss on disposals of plant and equipment | |||||||||||
| Foreign exchange income | ( | ( | |||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventory | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Operating leases | ( | ( | |||||||||
| Income taxes | |||||||||||
| Employee benefit plans | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash flows from operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Cash paid for acquisitions, net of cash acquired | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash flows from investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Proceeds from issuance of common stock | |||||||||||
| Purchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Purchase of redeemable noncontrolling shares | ( | ||||||||||
| Net cash flows from financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ( | |||||||||
| Net change in cash and equivalents | ( | ( | |||||||||
| Cash and equivalents at beginning of period | |||||||||||
| Cash and equivalents at end of period | $ | $ | |||||||||
8
| Six Months Ended | |||||||||||
| (In thousands) | June 30, 2020 | June 30, 2019 | |||||||||
| Cash paid for income taxes, net of refunds | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Non-cash items: | |||||||||||
| Additions to property, plant, and equipment, not yet paid | $ | $ | |||||||||
| Right-of-Use Assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Accrued dividends payable to noncontrolling interests | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
9
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Page Number | ||||||||
| Note 1. | ||||||||
| Note 2. | ||||||||
| Note 3. | ||||||||
| Note 4. | ||||||||
| Note 5. | ||||||||
| Note 6. | ||||||||
| Note 7. | ||||||||
| Note 8. | ||||||||
| Note 9. | ||||||||
| Note 10. | ||||||||
| Note 11. | ||||||||
| Note 12. | ||||||||
| Note 13. | ||||||||
| Note 14. | ||||||||
| Note 15. | ||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACCOUNTING PRONOUNCEMENTS
Adoption of New Accounting Standards
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes step two from the goodwill impairment test and instead requires an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit's fair value. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company adopted the standard effective January 1, 2020. The standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses on certain financial instruments, including trade receivables. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. Amendments should be applied using a modified retrospective approach except for debt securities, which require a prospective transitions approach. The Company adopted the standard effective January 1, 2020. The standard did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
Accounting Standards Issued But Not Yet Adopted
In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments remove disclosures that no longer are considered cost beneficial, including the estimated amounts in accumulated other comprehensive income expected to be recognized as components of net periodic expense over the next fiscal year. The amendments clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant, including the reasons for significant gains and losses related to change in the benefit obligation for the period. The ASU should be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2020. The Company is still determining the date of adoption for this ASU but does not anticipate the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.
3. ACQUISITIONS
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presented separate results of operations since closing or combined pro forma financial information of the Company and the acquired interest since the beginning of 2020, as the results of operations for this acquisition is immaterial.
During the third quarter ended September 30, 2019, the Company acquired 100 percent of the ownership interests of First Sales, LLC for a purchase price of approximately $15.5 million after working capital adjustments. The acquisition was not material, and the fair value of the assets acquired and liabilities assumed are preliminary as of June 30, 2020.
During the second quarter ended June 30, 2019, the Company acquired the remaining interest in Pluga Pumps and Motors Private Limited, India, increasing the Company's ownership to 100 percent. The redemption of this interest was immaterial.
4. FAIR VALUE MEASUREMENTS
FASB ASC Topic 820, Fair Value Measurements and Disclosures, provides guidance for defining, measuring, and disclosing fair value within an established framework and hierarchy. 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. The standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value within the hierarchy are as follows:
Level 1 – Quoted prices for identical assets and liabilities in active markets;
Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
As of June 30, 2020 and December 31, 2019, the assets measured at fair value on a recurring basis were as set forth in the table below:
| (In millions) | June 30, 2020 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| December 31, 2019 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
The Company's Level 1 assets consist of cash equivalents which are generally comprised of foreign bank guaranteed certificates of deposit.
The Company has no assets measured on a recurring basis classified as Level 2 or Level 3.
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5. FINANCIAL INSTRUMENTS
6. GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying amounts of the Company’s intangible assets are as follows:
| (In millions) | June 30, 2020 | December 31, 2019 | ||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||
| Amortizing intangibles: | ||||||||||||||||||||||||||
| Patents | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Technology | ( | ( | ||||||||||||||||||||||||
| Customer relationships | ( | ( | ||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Unamortizing intangibles: | ||||||||||||||||||||||||||
| Trade names | — | — | ||||||||||||||||||||||||
| Total intangibles | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Amortization expense related to intangible assets for the second quarters ended June 30, 2020 and June 30, 2019 was $2.3 million and $2.3 million, and for the six months ended June 30, 2020 and June 30, 2019, $4.7 million and $4.6 million respectively.
Amortization expense for each of the five succeeding years is projected as follows:
| (In millions) | 2020 | 2021 | 2022 | 2023 | 2024 | |||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The change in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2020, is as follows:
| (In millions) | ||||||||||||||||||||||||||
| Water Systems | Fueling Systems | Distribution | Consolidated | |||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | $ | $ | $ | ||||||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | |||||||||||||||||||||||
| Balance as of June 30, 2020 | $ | $ | $ | $ | ||||||||||||||||||||||
7. EMPLOYEE BENEFIT PLANS
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Other Benefits - The Company's other post-retirement benefit plan provides health and life insurance to domestic employees hired prior to 1992.
The following table sets forth the aggregated net periodic benefit cost for all pension plans for the second quarters and six months ended June 30, 2020 and June 30, 2019:
| (In millions) | Pension Benefits | ||||||||||||||||||||||
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Prior service cost | |||||||||||||||||||||||
| Actuarial loss | |||||||||||||||||||||||
| Settlement cost | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
In the six months ended June 30, 2020, the Company made contributions of $0.1 million to the funded plans. The amount of contributions to be made to the plans during the calendar year 2020 will be finalized by September 15, 2020, based upon the funding level requirements identified and year-end valuation performed at December 31, 2019.
The following table sets forth the aggregated net periodic benefit cost for the other post-retirement benefit plan for the second quarters and six months ended June 30, 2020 and June 30, 2019:
| (In millions) | Other Benefits | ||||||||||||||||||||||
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on assets | |||||||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Prior service cost | |||||||||||||||||||||||
| Actuarial loss | |||||||||||||||||||||||
| Settlement cost | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
8. INCOME TAXES
The Company’s effective tax rate from continuing operations for the six month period ended June 30, 2020 was 20.6 percent as compared to 18.1 percent for the six month period ended June 30, 2019. The effective tax rate is lower than the U.S. statutory rate of 21 percent primarily due to foreign earnings taxed at rates below the U.S. statutory rate, the recognition of the U.S. foreign-derived intangible income (FDII) provisions, and certain discrete events including excess tax benefits from share-based compensation. For the second quarter of 2020, the effective tax rate was 21.3 percent as compared to 19.2 percent for the second quarter of 2019. The increase in the effective tax rate was primarily a result of net unfavorable discrete events of $0.4 million recorded in the second quarter of 2020 compared to net favorable discrete events of $0.6 million in the second quarter of 2019.
During the second quarter of 2020, the Company recorded $1.4 million of expense for a valuation allowance on deferred tax assets in foreign jurisdictions to recognize only the portion of the deferred tax assets that are more likely than not to be realized.
14
In addition, the Company recorded a benefit of $1.2 million for the release of a deferred tax liability related to unrecognized foreign exchange on the settlement of an intercompany loan. The Company also recorded $0.2 million of expense for other discrete events primarily related to foreign withholding tax on a distribution in a foreign jurisdiction.
On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which is aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The Company does not expect there to be a material impact to the consolidated financial statements.
9. DEBT
Debt consisted of the following:
| (In millions) | June 30, 2020 | December 31, 2019 | ||||||||||||
| Tax increment financing debt | ||||||||||||||
| New York Life Agreement | ||||||||||||||
| Credit Agreement | ||||||||||||||
| Financing Leases | ||||||||||||||
| Foreign subsidiary debt | ||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
| Less: current maturities | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
Debt outstanding, excluding unamortized debt issuance costs, at June 30, 2020 matures as follows:
| (In millions) | Total | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | More Than 5 Years | |||||||||||||||||||||||||||||||||||||
| Debt | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Prudential Agreement
The Company maintains the Third Amended and Restated Note Purchase and Private Shelf Agreement (the "Prudential Agreement"), which expires on July 30, 2021 and has an initial borrowing capacity of $250.0 million. As of June 30, 2020, the Company has $150.0 million borrowing capacity available under the Prudential Agreement.
Project Bonds
The Company, Allen County, Indiana and certain institutional investors maintain a Bond Purchase and Loan Agreement. Under the agreement, Allen County, Indiana issued a series of Project Bonds entitled “Taxable Economic Development Bonds, Series 2012 (Franklin Electric Co., Inc. Project)." The aggregate principal amount of the Project Bonds that were issued, authenticated, and are now outstanding thereunder was limited to $25.0 million. These Project Notes ("Tax increment financing debt") bear interest at 3.6 percent per annum. Interest and principal balance of the Project Notes are due and payable by the Company directly to the institutional investors in aggregate semi-annual installments commencing on July 10, 2013, and concluding on January 10, 2033.
New York Life Agreement
The Company maintains an uncommitted and unsecured private shelf agreement with NYL Investors LLC, an affiliate of New York Life, and each of the undersigned holders of Notes (the "New York Life Agreement"), with a maximum aggregate borrowing capacity of $200.0 million. On September 26, 2018, the Company issued and sold $75.0 million of fixed rate senior notes due September 26, 2025. These senior notes bear an interest rate of 4.04 percent with interest-only payments due semi-annually. The proceeds from the issuance of the notes were used to pay off existing variable interest rate indebtedness. As of June 30, 2020, there was $125.0 million remaining borrowing capacity under the New York Life Agreement.
Credit Agreement
The Company maintains the Third Amended and Restated Credit Agreement (the "Credit Agreement”). The Credit Agreement has a maturity date of October 28, 2021 and commitment amount of $300.0 million. The Credit Agreement provides that the Borrowers may request an increase in the aggregate commitments by up to $150.0 million (not to exceed a total commitment
15
of $450.0 million). Under the Credit Agreement, the Borrowers are required to pay certain fees, including a facility fee of 0.100 % to 0.275 % (depending on the Company's leverage ratio) of the aggregate commitment, which fee is payable quarterly in arrears. Loans may be made either at (i) a Eurocurrency rate based on LIBOR plus an applicable margin of 0.75 % to 1.60 % (depending on the Company's leverage ratio) or (ii) an alternative base rate as defined in the Credit Agreement.
As of June 30, 2020, the Company had $1.7 million in outstanding borrowings which were primarily used for working capital needs, the payment of existing indebtedness and acquisitions, $4.2 million in letters of credit outstanding, and $294.1 million of available capacity under the Credit Agreement.
Covenants
The Company’s credit agreements contain customary financial covenants. The Company’s most significant agreements and restrictive covenants are in the New York Life Agreement, the Project Bonds, the Prudential Agreement, and the Credit Agreement; each containing both affirmative and negative covenants. The affirmative covenants relate to financial statements, notices of material events, conduct of business, inspection of property, maintenance of insurance, compliance with laws and most favored lender obligations. The negative covenants include limitations on loans, advances and investments, and the granting of liens by the Company or its subsidiaries, as well as prohibitions on certain consolidations, mergers, sales and transfers of assets. The covenants also include financial requirements including a maximum leverage ratio of 1.00 to 3.50 and a minimum interest coverage ratio of 1.00 to 3.00 . Cross default is applicable with the Prudential Agreement, the Project Bonds, the New York Life Agreement, and the Credit Agreement but only if the Company is defaulting on an obligation exceeding $10.0 million. The Company was in compliance with all financial covenants as of June 30, 2020.
10. EARNINGS PER SHARE
The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders.
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.
The following table sets forth the computation of basic and diluted earnings per share:
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions, except per share amounts) | June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to Franklin Electric Co., Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Less: Earnings allocated to participating securities | |||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Non-participating employee stock options and performance awards | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
There were 0.4 million and 0.3 million stock options outstanding for the second quarters ended June 30, 2020 and June 30, 2019, and 0.3 million and 0.2 million stock options outstanding for the six months ended June 30, 2020 and June 30, 2019 respectively, that were excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive.
16
11. EQUITY ROLL FORWARD
The schedules below set forth equity changes in the second quarters ended June 30, 2020 and June 30, 2019:
| (In thousands) | Common Stock | Additional Paid in Capital | Retained Earnings | Minimum Pension Liability | Cumulative Translation Adjustment | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Net income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling dividend | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Purchase of redeemable noncontrolling shares | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | |||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| (In thousands) | Common Stock | Additional Paid in Capital | Retained Earnings | Minimum Pension Liability | Cumulative Translation Adjustment | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling dividend | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Purchase of redeemable noncontrolling shares | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | |||||||||||||||||||||||||||||||||||||||||||||||
| Pension liability, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
The schedules below set forth equity changes in the six months ended June 30, 2020 and June 30, 2019:
17
| (In thousands) | Common Stock | Additional Paid in Capital | Retained Earnings | Minimum Pension Liability | Cumulative Translation Adjustment | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Net Income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling dividend | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Purchase of redeemable non-controlling shares | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Pension liability, net of taxes | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| (In thousands) | Common Stock | Additional Paid in Capital | Retained Earnings | Minimum Pension Liability | Cumulative Translation Adjustment | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2018 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net Income | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling dividend | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Purchase of redeemable non-controlling shares | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Pension liability, net of taxes | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
18
12. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Changes in accumulated other comprehensive income/(loss) by component for the six months ended June 30, 2020 and June 30, 2019, are summarized below:
| (In millions) | |||||||||||||||||
| For the six months ended June 30, 2020: | Foreign Currency Translation Adjustments | Pension and Post-Retirement Plan Benefit Adjustments (2) | Total | ||||||||||||||
| Balance as of December 31, 2019 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income/(loss) before reclassifications | ( | ( | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) (1) | |||||||||||||||||
| Net other comprehensive income/(loss) | ( | ( | |||||||||||||||
| Balance as of June 30, 2020 | $ | ( | $ | ( | $ | ( | |||||||||||
| For the six months ended June 30, 2019: | |||||||||||||||||
| Balance as of December 31, 2018 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income/(loss) before reclassifications | ( | ( | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) (1) | |||||||||||||||||
| Net other comprehensive income/(loss) | ( | ( | |||||||||||||||
| Balance as of June 30, 2019 | $ | ( | $ | ( | $ | ( | |||||||||||
(1) This accumulated other comprehensive income/(loss) component is included in the computation of net periodic pension cost (refer to Note 7 for additional details) and is included in the "Other income/(expense), net" line of the Company's condensed consolidated statements of income.
(2) Net of tax expense of $0.4 million and $0.3 million for the six months ended June 30, 2020 and June 30, 2019, respectively.
Amounts related to noncontrolling interests were not material.
13. SEGMENT AND GEOGRAPHIC INFORMATION
The accounting policies of the operating segments are the same as those described in Note 1 of the Company's Form 10-K. Revenue is recognized based on the invoice price at the point in time when the customer obtains control of the product, which is typically upon shipment to the customer. The Water and Fueling segments include manufacturing operations and supply certain components and finished goods, both between segments and to the Distribution segment. The Company reports these product transfers between Water and Fueling as inventory transfers as a significant number of the Company's manufacturing facilities are shared across segments for scale and efficiency purposes. The Company reports intersegment transfers from Water to Distribution as intersegment revenue at market prices to properly reflect the commercial arrangement of vendor to customer that exists between the Water and Distribution segments.
Segment operating income is a key financial performance measure. Operating income by segment is based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other segments of the Company.
19
Financial information by reportable business segment is included in the following summary:
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions) | June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Water Systems | |||||||||||||||||||||||
| External sales | |||||||||||||||||||||||
| United States & Canada | $ | $ | $ | $ | |||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Europe, Middle East & Africa | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| United States & Canada | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| External sales | |||||||||||||||||||||||
| United States & Canada | |||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Fueling Systems | |||||||||||||||||||||||
| External sales | |||||||||||||||||||||||
| United States & Canada | |||||||||||||||||||||||
| All other | |||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Intersegment Eliminations/Other | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | ||||||||||||||||||||
| Operating income/(loss) | |||||||||||||||||||||||
| Water Systems | $ | $ | $ | $ | |||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Fueling Systems | |||||||||||||||||||||||
| Intersegment Eliminations/Other | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
| June 30, 2020 | December 31, 2019 | ||||||||||
| Total assets | |||||||||||
| Water Systems | $ | $ | |||||||||
| Distribution | |||||||||||
| Fueling Systems | |||||||||||
| Other | |||||||||||
| Consolidated | $ | $ | |||||||||
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14. COMMITMENTS AND CONTINGENCIES
The Company is defending various claims and legal actions which have arisen in the ordinary course of business. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, these claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.
At June 30, 2020, the Company had $8.5 million of commitments primarily for capital expenditures and purchase of raw materials to be used in production.
The Company provides warranties on most of its products. The warranty terms vary but are generally two years to five years from date of manufacture or one year to five years from date of installation. Provisions for estimated expenses related to product warranty are made at the time products are sold or when specific warranty issues are identified. These estimates are established using historical information about the nature, frequency, and average cost of warranty claims. The Company actively studies trends of warranty claims and takes actions to improve product quality and minimize warranty claims. The Company believes that the warranty reserve is appropriate; however, actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.
The changes in the carrying amount of the warranty accrual, as recorded in the "Accrued expenses and other current liabilities" line of the Company's condensed consolidated balance sheet for the six months ended June 30, 2020, are as follows:
| (In millions) | ||||||||
| Balance as of December 31, 2019 | $ | |||||||
| Accruals related to product warranties | ||||||||
| Additions related to acquisitions | ||||||||
| Reductions for payments made | ( | |||||||
| Balance as of June 30, 2020 | $ | |||||||
The Company maintains certain warehouses, distribution centers, office space, and equipment operating leases. The Company also has lease agreements that are classified as financing. These financing leases are immaterial to the Company.
The Company utilizes interest rates from lease agreements unless the lease agreement does not provide a readily determinable rate. In these instances, the Company utilizes its incremental borrowing rate based on the information available as of the adoption of ASU 2016-02 or at the inception of any new leases entered into thereafter when determining the present value of future lease payments.
Some of the Company’s leases include renewal options. The Company excludes these renewal options in the expected lease term unless the Company is reasonably certain that the option will be exercised.
The components of the Company’s operating lease portfolio as of the second quarter and six months ended June 30, 2020 are as follows:
| Lease Cost (in millions): | Second Quarter Ended | Six Months Ended | |||||||||
| Operating lease cost | $ | $ | |||||||||
| Short-term lease cost | |||||||||||
| Other Information: | |||||||||||
| Weighted-average remaining lease term | |||||||||||
| Weighted-average discount rate | % | ||||||||||
21
| (In millions) | 2020 | 2021 | 2022 | 2023 | 2024 | Thereafter | ||||||||||||||
| Future Minimum Rental Payments | $ | $ | $ | $ | $ | $ | ||||||||||||||
15. SHARE-BASED COMPENSATION
The Franklin Electric Co., Inc. 2017 Stock Plan (the "2017 Stock Plan") is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, stock unit awards, and stock appreciation rights ("SARs") to key employees and non-employee directors. The number of shares that may be issued under the Plan is 1,400,000 . Stock options and SARs reduce the number of available shares by one share for each share subject to the option or SAR, and stock awards and stock unit awards settled in shares reduce the number of available shares by 1.5 shares for every one share delivered.
The Company also maintains the Franklin Electric Co., Inc. 2012 Stock Plan (the "2012 Stock Plan"), which is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, and stock unit awards to key employees and non-employee directors.
The 2012 Stock Plan authorized 2,400,000 shares for issuance as follows:
| 2012 Stock Plan | Authorized Shares | |||||||
| Stock Options | ||||||||
| Stock/Stock Unit Awards | ||||||||
The Company also maintains the Amended and Restated Franklin Electric Co., Inc. Stock Plan (the "2009 Stock Plan") which, as amended in 2009, provided for discretionary grants of stock options and stock awards. The 2009 Stock Plan authorized 4,400,000 shares for issuance as follows:
| 2009 Stock Plan | Authorized Shares | ||||
| Stock Options | |||||
| Stock Awards | |||||
All options in the 2009 Stock Plan have been awarded and no additional awards are granted out of the plan. However, there are still unvested awards and unexercised options under this plan.
The Company currently issues new shares from its common stock balance to satisfy option exercises and the settlement of stock awards and stock unit awards made under the outstanding stock plans.
Stock Options:
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model with a single approach and amortized using a straight-line attribution method over the option’s vesting period.
The assumptions used for the Black-Scholes model to determine the fair value of options granted during the six months ended June 30, 2020 and June 30, 2019 are as follows:
| June 30, 2020 | June 30, 2019 | |||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
| Dividend yield | % | % | ||||||||||||
| Volatility factor | % | % | ||||||||||||
| Expected term | ||||||||||||||
22
A summary of the Company’s outstanding stock option activity and related information for the six months ended June 30, 2020 is as follows:
| (Shares in thousands) | June 30, 2020 | |||||||||||||
Stock Options | Shares | Weighted-Average Exercise Price | ||||||||||||
| Outstanding at beginning of period | $ | |||||||||||||
| Granted | ||||||||||||||
| Exercised | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Outstanding at end of period | $ | |||||||||||||
| Expected to vest after applying forfeiture rate | $ | |||||||||||||
| Vested and exercisable at end of period | $ | |||||||||||||
A summary of the weighted-average remaining contractual term and aggregate intrinsic value as of June 30, 2020 is as follows:
| Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value (000's) | |||||||||||||
| Outstanding at end of period | $ | |||||||||||||
| Expected to vest after applying forfeiture rate | $ | |||||||||||||
| Vested and exercisable at end of period | $ | |||||||||||||
The total intrinsic value of options exercised during the six months ended June 30, 2020 and June 30, 2019 was $0.9 million and $2.1 million, respectively.
As of June 30, 2020, there was $1.6 million of total unrecognized compensation cost related to non-vested stock options granted under the stock plans. That cost is expected to be recognized over a weighted-average period of 1.66 years.
Stock/Stock Unit Awards:
A summary of the Company’s restricted stock/stock unit award activity and related information for the six months ended June 30, 2020 is as follows:
| (Shares in thousands) | June 30, 2020 | |||||||||||||
| Restricted Stock/Stock Unit Awards | Shares | Weighted-Average Grant- Date Fair Value | ||||||||||||
| Non-vested at beginning of period | $ | |||||||||||||
| Awarded | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Non-vested at end of period | $ | |||||||||||||
As of June 30, 2020, there was $11.1 million of total unrecognized compensation cost related to non-vested restricted stock/stock unit awards granted under the stock plans. That cost is expected to be recognized over a weighted-average period of 1.56 years.
23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Second Quarter 2020 vs. Second Quarter 2019
OVERVIEW
Sales in the second quarter of 2020 decreased from the second quarter of last year. The sales decrease was primarily from lower volumes, in part created by uncertainty and general disruptions around the global pandemic as the World Health Organization categorized the spread of the novel coronavirus on March 11, 2020 (the "Global Pandemic") . The Company's consolidated gross profit was $107.1 million for the second quarter of 2020, a decrease from the prior year’s second quarter. The gross profit as a percent of net sales was 34.7 percent in the second quarter of 2020 versus 33.7 percent during the second quarter 2019 and improved primarily due to better price realization and product sales mix.
EFFECTS OF THE GLOBAL PANDEMIC
The top priority of the Company is the health and welfare of its employees and partners around the world. In response to the health risks posed by the Global Pandemic, the Company implemented and has been following the recommended hygiene and social distancing practices promulgated by the United States Centers for Disease Control and the World Health Organization.
The Company’s products and services are generally viewed as essential in most jurisdictions in which the Company operates. Effectively, all the Company’s global manufacturing and distribution operations are operating.
The primary impacts of the Global Pandemic on the Company’s end markets continue to be a reduction of large dewatering equipment sales in the Water Systems segment; Water Systems customers de-stocking their inventory, particularly in the U.S. and Canada plumbing channel; and, the deferral or cancellation of the construction of new filling stations in the Fueling Systems segment. Additionally, the strengthening of the U.S. dollar versus most international currencies has resulted in lower translations of both Net Sales and earnings from many of the Company’s businesses outside the U.S. The Company’s financial results were also impacted negatively by government mandated closures and related customer behaviors.
RESULTS OF OPERATIONS
Net Sales
Net sales in the second quarter of 2020 were $308.3 million, a decrease of $47.0 million or about 13 percent compared to 2019 second quarter sales of $355.3 million. Acquisition related sales were $3.3 million. Sales revenue decreased by $12.2 million or about 3 percent in the second quarter of 2020 due to foreign currency translation. Organic sales decreased about 10 percent compared to the second quarter of 2019.
| Net Sales | |||||||||||||||||
| (In millions) | Q2 2020 | Q2 2019 | 2020 v 2019 | ||||||||||||||
| Water Systems | $ | 178.4 | $ | 205.0 | $ | (26.6) | |||||||||||
| Fueling Systems | 56.0 | 78.0 | $ | (22.0) | |||||||||||||
| Distribution | 92.1 | 87.1 | $ | 5.0 | |||||||||||||
| Eliminations/Other | (18.2) | (14.8) | $ | (3.4) | |||||||||||||
| Consolidated | $ | 308.3 | $ | 355.3 | $ | (47.0) | |||||||||||
Net Sales-Water Systems
Water Systems sales were $178.4 million in the second quarter 2020, a decrease of $26.6 million or about 13 percent versus the second quarter 2019 sales of $205.0 million. Acquisition related sales were $3.3 million. Water Systems sales were reduced by $11.6 million or about 6 percent in the quarter due to foreign currency translation. Excluding acquisitions and foreign currency translation, Water Systems sales were down $18.3 million or about 9 percent compared to the second quarter 2019.
Water Systems sales in the U.S. and Canada were down compared to the second quarter 2019. The impact of foreign currency translation decreased sales by about 1 percent. Sales of dewatering equipment decreased by nearly 70 percent due to lower sales in rental channels and substantial uncertainty in oil production end markets. Sales of groundwater pumping equipment increased by 5 percent versus the second quarter 2019. Sales of surface pumping equipment decreased by 18 percent on lower sales of both wastewater and water transfer systems as customers in this channel began to feel the impact of the Global Pandemic and lowered their own inventory levels.
24
Water Systems sales in markets outside the U.S. and Canada declined by 9 percent overall. The impact of foreign currency translation decreased sales by about 12 percent. Excluding the impact of foreign currency translation, Water Systems sales in markets outside the U.S. and Canada, increased by 3 percent, primarily driven by higher sales in Latin America and Asia Pacific, as well as increased sales in both Europe and the Middle East, offset by lower sales in the South African market.
Net Sales-Fueling Systems
Fueling Systems sales were $56.0 million in the second quarter 2020, a decrease of $22.0 million or about 28 percent versus the second quarter 2019 sales of $78.0 million. Fueling Systems sales decreased by $0.6 million or about 1 percent in the quarter due to foreign currency translation. Fueling Systems organic sales decreased about 27 percent compared to the second quarter of 2019.
Fueling Systems sales in the U.S. and Canada decreased by 22 percent compared to the second quarter 2019. The decrease was in all product lines and due to declining demand for new filling stations. Outside the U.S. and Canada, Fueling Systems revenues declined by 35 percent, driven by lower sales in Asia Pacific, primarily China.
Net Sales-Distribution
Distribution sales were $92.1 million in the second quarter 2020, versus second quarter 2019 sales of $87.1 million. The Distribution segment organic sales increased 6 percent compared to the second quarter of 2019. More favorable weather conditions versus the second quarter last year contributed to the revenue growth.
Cost of Sales
Cost of sales as a percent of net sales for the second quarter of 2020 was 65.3 percent and 66.3 percent for the second quarter of 2019. Correspondingly, the gross profit margin was 34.7 percent and 33.7 percent for the second quarters of 2020 and 2019, respectively. The Company's consolidated gross profit was $107.1 million for the second quarter of 2020, down $12.6 million from the gross profit of $119.7 million in the second quarter of 2019. The gross profit decrease was due to lower sales. In the second quarter, the gross profit margin percentage improvement was primarily due to better selling price realization and improved product sales mix.
Selling, General, and Administrative (“SG&A”)
Selling, general, and administrative (SG&A) expenses were $72.3 million in the second quarter of 2020 compared to $75.8 million in the second quarter of 2019. SG&A expenses were lower versus the prior year due to companywide efforts to lower spending in response to the impacts of the Global Pandemic and in part because of foreign currency translation.
Restructuring Expenses
Restructuring expenses for the second quarter of 2020 were $0.9 million and related to continued miscellaneous manufacturing and distribution realignment activities in the Water segment. Restructuring expenses for the second quarter of 2019 were $0.2 million and related to branch consolidations and other asset rationalizations in the Headwater distribution segment.
Operating Income
Operating income was $33.9 million in the second quarter of 2020, down $9.8 million or about 22 percent from $43.7 million in the second quarter of 2019.
| Operating income (loss) | ||||||||||||||||||||
| (In millions) | Q2 2020 | Q2 2019 | 2020 v 2019 | |||||||||||||||||
| Water Systems | $ | 28.7 | $ | 30.9 | $ | (2.2) | ||||||||||||||
| Fueling Systems | 13.5 | 21.7 | (8.2) | |||||||||||||||||
| Distribution | 6.8 | 4.5 | 2.3 | |||||||||||||||||
| Eliminations/Other | (15.1) | (13.4) | (1.7) | |||||||||||||||||
| Consolidated | $ | 33.9 | $ | 43.7 | $ | (9.8) | ||||||||||||||
Operating Income-Water Systems
Water Systems operating income was $28.7 million in the second quarter 2020, down $2.2 million or 7 percent versus the second quarter 2019 and operating income margin was 16.1 percent compared to the 15.1 percent in the second quarter 2019 primarily due to product and geographic sales mix shifts.
Operating Income-Fueling Systems
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Fueling Systems operating income was $13.5 million in the second quarter of 2020, down $8.2 million or about 38 percent compared to $21.7 million in the second quarter of 2019 and the second quarter operating income margin was 24.1 percent, a decrease of 370 basis points from the 27.8 percent of net sales in the second quarter of 2019. The decrease in operating income margin was primarily due to lost leverage on fixed cost from lower sales.
Operating Income-Distribution
Distribution operating income was $6.8 million in the second quarter of 2020 and the second quarter operating income margin was 7.4 percent. Distribution operating income was $4.5 million in the second quarter of 2019 and the second quarter operating income margin was 5.2 percent. The increase in operating income margin is primarily related to higher revenues.
Operating Income-Eliminations/Other
Operating income-Eliminations/Other is composed primarily of unallocated general and administrative expenses and inter-segment sales and profit eliminations. The inter-segment profit elimination impact in the second quarter of 2020 versus the second quarter of 2019 was $1.1 million. General and administrative expenses were higher by $0.6 million.
Interest Expense
Interest expense for the second quarter of 2020 and 2019 was $1.1 million and $2.3 million, respectively.
Other Income or Expense
Other income or expense was a loss of $0.4 million and $0.3 million in the second quarter of 2020 and 2019, respectively.
Foreign Exchange
Foreign currency-based transactions produced a loss for the second quarter of 2020 of $0.9 million, primarily due to the Argentinian peso relative to the U.S. dollar. Foreign currency-based transactions produced a loss for the second quarter of 2019 of $0.5 million, primarily due to the Turkish Lira relative to the U.S. dollar.
Income Taxes
The provision for income taxes in the second quarter of 2020 and 2019 was $6.7 million and $7.8 million, respectively. The effective tax rate for the second quarter of 2020 was about 21 percent and, before the impact of discrete events, was about 20 percent. The effective tax rate for the second quarter of 2019 was about 19 percent and, before the impact of discrete events, was about 21 percent. The increase in the effective tax rate was primarily a result of net unfavorable discrete events recorded in the second quarter of 2020 compared to net favorable discrete events in the second quarter of 2019. Discrete events in the second quarter 2020 included tax expense for a valuation allowance on foreign deferred tax assets and withholding tax on a foreign distribution and tax benefit on the release of a foreign deferred tax liability on foreign exchange from the settlement of an intercompany loan. The tax rate as a percentage of pre-tax earnings for the full year 2020 is projected to be about 20 percent, compared to the full year 2019 tax rate of about 20 percent, both before discrete adjustments.
Net Income
Net income for the second quarter of 2020 was $24.8 million compared to the prior year second quarter net income of $32.8 million. Net income attributable to Franklin Electric Co., Inc. for the second quarter of 2020 was $24.7 million, or $0.52 per diluted share, compared to the prior year second quarter net income attributable to Franklin Electric Co., Inc. of $32.7 million or $0.70 per diluted share.
First Half of 2020 vs. First Half of 2019
OVERVIEW
Sales in the first half of 2020 were down from the same period last year. The sales decrease was primarily from lower volumes, in part created by uncertainty and general disruptions around the Global Pandemic. The Company's consolidated gross profit was $197.4 million for the first half of 2020, a decrease of $11.8 million or about 6 percent from the first half of 2019. Diluted earnings per share in the first half of 2020 were down from the same period last year.
RESULTS OF OPERATIONS
Net Sales
Net sales in the first half of 2020 were $575.0 million, a decrease of $71.1 million or about 11 percent compared to 2019 first half sales of $646.1 million. The incremental impact of sales from acquired businesses was $7.2 million. Sales revenue decreased by $20.3 million or about 3 percent in the first half of 2020 due to foreign currency translation.
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| Net Sales | |||||||||||||||||
| (In millions) | YTD June 30, 2020 | YTD June 30, 2019 | 2020 v 2019 | ||||||||||||||
| Water Systems | $ | 342.5 | $ | 393.4 | $ | (50.9) | |||||||||||
| Fueling Systems | 111.2 | 138.3 | $ | (27.1) | |||||||||||||
| Distribution | 152.5 | 140.4 | $ | 12.1 | |||||||||||||
| Eliminations/Other | (31.2) | (26.0) | $ | (5.2) | |||||||||||||
| Consolidated | $ | 575.0 | $ | 646.1 | $ | (71.1) | |||||||||||
Net Sales-Water Systems
Water Systems sales were $342.5 million in the first half of 2020, a decrease of $50.9 million or about 13 percent versus the first half of 2019. The incremental impact of sales from acquired businesses was $7.2 million. Foreign currency translation changes decreased sales $19.3 million, or about 5 percent, compared to sales in the first half of 2019. The Water Systems sales change in the first half of 2020, excluding acquisitions and foreign currency translation, was a decrease of $38.8 million or about 10 percent.
Water Systems sales in the U.S. and Canada decreased by about 15 percent compared to the first half of 2019. The incremental impact of sales from acquired businesses was $7.2 million. Sales revenue decreased by $0.7 million in the first half of 2020 due to foreign currency translation. In the first half of 2020, sales of dewatering equipment decreased by about 60 percent due to lower sales in rental channels and substantial uncertainty in oil production end markets. Sales of groundwater pumping equipment increased by 4 percent versus the first half of 2019. Sales of other surface pumping equipment decreased by 16 percent on lower sales of both wastewater and water transfer systems as customers in this channel began to feel the impact of the Global Pandemic and lowered their own inventory levels.
Water Systems sales in markets outside the U.S. and Canada decreased by about 10 percent compared to the first half of 2019. Sales revenue decreased by $18.6 million or about 10 percent in the first half of 2020 due to foreign currency translation. International Water Systems sales change in the first half of 2020, excluding foreign currency translation, was flat or less than 1 percent increase. International Water Systems sales growth in Latin America and EMENA were partially offset by lower sales in the Asia Pacific markets.
Net Sales-Fueling Systems
Fueling Systems sales were $111.2 million in the first half 2020, a decrease of $27.1 million or about 20 percent from the first half of 2019. Foreign currency translation changes decreased sales $1.0 million or about 1 percent compared to sales in the first half of 2019. The Fueling Systems sales change in the first half of 2020, excluding acquisitions and foreign currency translation, was a decrease of about 19 percent.
Fueling Systems sales in the U.S. and Canada declined by about 10 percent during the first half. The decrease was in all product lines and due to declining demand for new filling stations. Internationally, Fueling Systems revenues declined by about 33 percent, driven by lower sales in Asia Pacific, primarily China and India.
Net Sales-Distribution
Distribution sales were $152.5 million in the first half of 2020, versus the first half of 2019 sales of $140.4 million. Distribution segment organic sales increased about 9 percent compared to the first half of 2019 primarily due to more favorable weather conditions versus last year.
Cost of Sales
Cost of sales as a percent of net sales for the first half of 2020 and 2019 was 65.7 percent and 67.6 percent, respectively. Correspondingly, the gross profit margin was 34.3 percent and 32.4 percent, respectively. The Company's consolidated gross profit was $197.4 million for the first half of 2020, down $11.8 million from the gross profit of $209.2 million in the first half of 2019. The gross profit decrease was primarily due to lower sales. The improvement in gross profit margin percentage is partially attributable to better selling price realization and improved product and geographic sales mix shifts.
Selling, General, and Administrative (“SG&A”)
Selling, general, and administrative expenses were $147.9 million in the first half of 2020 and decreased by $4.2 million or 3 percent in the first half of 2020 compared to $152.1 million the first half of last year. SG&A expenses were lower versus the prior year due to companywide efforts to lower spending in response to the impacts of the Global Pandemic and in part because of foreign currency translation.
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Restructuring Expenses
Restructuring expenses for the first half of 2020 were $1.7 million. Restructuring expenses were $1.5 million in the Water segment and $0.1 million in the Fueling segment from continued miscellaneous manufacturing and distribution realignment activities and $0.1 in distribution related to branch consolidations and other asset rationalizations in the Headwater distribution segment. Restructuring expenses for the first half of 2019 were $1.3 million. Restructuring expenses were $0.5 million in the Water segment from continued miscellaneous manufacturing realignment activities and $0.8 in distribution related to branch consolidations and other asset rationalizations in the Headwater distribution segment.
Operating Income
Operating income was $47.8 million in the first half of 2020, down $8.0 million or about 14 percent from $55.8 million in the first half of 2019.
| Operating income (loss) | ||||||||||||||||||||
| (In millions) | YTD June 30, 2020 | YTD June 30, 2019 | 2020 v 2019 | |||||||||||||||||
| Water Systems | $ | 47.5 | $ | 50.1 | $ | (2.6) | ||||||||||||||
| Fueling Systems | 25.6 | 34.0 | (8.4) | |||||||||||||||||
| Distribution | 4.6 | 0.2 | 4.4 | |||||||||||||||||
| Eliminations/Other | (29.9) | (28.5) | (1.4) | |||||||||||||||||
| Consolidated | $ | 47.8 | $ | 55.8 | $ | (8.0) | ||||||||||||||
Operating Income-Water Systems
Water Systems operating income was $47.5 million in the first half of 2020 compared to $50.1 million in the first half of 2019, a decrease of about 5 percent. The first half operating income margin was 13.9 percent and increased by 120 basis points compared to the first half of 2019. Operating income margin increased in Water Systems primarily due to product and geographic sales mix shifts.
Operating Income-Fueling Systems
Fueling Systems operating income was $25.6 million in the first half of 2020 compared to $34.0 million in the first half of 2019. The first half operating income margin was 23.0 percent compared to 24.6 percent of net sales in the first half of 2019, a decrease of 160 basis points. The decrease in operating income margin was primarily due to lost leverage on fixed cost from lower sales.
Operating Income-Distribution
Distribution operating income was $4.6 million in the first half of 2020 and operating income margin was 3.0 percent. Distribution operating income was $0.2 million in the first half of 2019 and operating income margin was 0.1 percent. Operating income margin increased in Distribution due to higher sales volumes.
Operating Income-Eliminations/Other
Operating income-Eliminations/Other is composed primarily of inter-segment sales and profit eliminations and unallocated general and administrative expenses. The inter-segment profit elimination impact in the first half of 2020 versus the first half of 2019 was $0.3 million. General and administrative expenses were higher by $1.1 million or about 4 percent to last year in the first half.
Interest Expense
Interest expense for the first half of 2020 and 2019 was $2.4 million and $4.6 million, respectively.
Other Income or Expense
Other income or expense was a loss of $0.6 million in the first half of 2020. Other income or expense was a loss of $0.1 million in the first half of 2019.
Foreign Exchange
Foreign currency-based transactions for the first half of 2020 was a gain $0.1 million due to movements in several currencies relative to the U.S. dollar, none of which individually were significant. Foreign currency-based transactions for the first half of 2019 was a gain of $0.1 million due to movements in several currencies relative to the U.S. dollar, none of which individually were significant.
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Income Taxes
The provision for income taxes in the first half of 2020 and 2019 was $9.3 million for both. The effective tax rate for the first half of 2020 was about 21 percent and, before the impact of discrete events, was about 20 percent. The effective tax rate in the first half of 2019 was about 18 percent and, before the impact of discrete events, was about 21 percent. The increase in the effective tax rate was primarily a result of net unfavorable discrete events recorded in the first half of 2020 compared to net favorable discrete events in the first half of 2019. The Company estimates its effective tax rate for 2020 after discrete events will be about 20 percent, or about 2 points higher than the effective tax rate of 18 percent in 2019.
Net Income
Net income for the first half of 2020 was $35.6 million compared to 2019 first half net income of $41.9 million. Net income attributable to Franklin Electric Co., Inc. for the first half of 2020 was $35.3 million, or $0.75 per diluted share, compared to 2019 first half net income attributable to Franklin Electric Co., Inc. of $41.8 million or $0.89 per diluted share.
CAPITAL RESOURCES AND LIQUIDITY
Sources of Liquidity
The Company's primary sources of liquidity are cash on hand, cash flows from operations, revolving credit agreements, and long-term debt funds available. The Company believes its capital resources and liquidity position at June 30, 2020 is adequate to meet projected needs for the foreseeable future. The Company expects that ongoing requirements for operations, capital expenditures, pension obligations, dividends, share repurchases, and debt service will be adequately funded from cash on hand, operations, and existing credit agreements.
As of June 30, 2020 the Company had a $300.0 million revolving credit facility. The facility is scheduled to mature on October 28, 2021. As of June 30, 2020, the Company had $294.1 million borrowing capacity under the Credit Agreement as $4.2 million in letters of commercial and standby letters of credit were outstanding and undrawn and $1.7 million in revolver borrowings were drawn and outstanding which were primarily used for working capital needs and the payment of existing indebtedness.
The Company also has other long-term debt borrowing outstanding as of June 30, 2020. See Note 9 - Debt for additional specifics regarding these obligations and future maturities.
At June 30, 2020, the Company had $33.8 million of cash and cash equivalents held in foreign jurisdictions, which is intended to be used to fund foreign operations. There is currently no need or intent to repatriate these funds in order to meet domestic funding obligations or scheduled cash distributions.
Cash Flows
The following table summarizes significant sources and uses of cash and cash equivalents for the first six months of 2020 and 2019.
| (in millions) | 2020 | 2019 | ||||||||||||
| Net cash flows from operating activities | $ | 47.0 | $ | 4.1 | ||||||||||
| Net cash flows from investing activities | (15.2) | (16.3) | ||||||||||||
| Net cash flows from financing activities | (48.6) | (5.2) | ||||||||||||
| Impact of exchange rates on cash and cash equivalents | (4.5) | (0.8) | ||||||||||||
| Change in cash and cash equivalents | $ | (21.3) | $ | (18.2) | ||||||||||
Cash Flows from Operating Activities
2020 vs. 2019
Net cash provided by operating activities was $47.0 million for the six months ended June 30, 2020 compared to $4.1 million provided by operating activities for the six months ended June 30, 2019. The increase in cash provided by operating activities was due to a decrease of approximately $46.3 million in working capital requirements, partially offset by lower net income.
Cash Flows from Investing Activities
2020 vs. 2019
Net cash used in investing activities was $15.2 million for the six months ended June 30, 2020 compared to $16.3 million used in investing activities for the six months ended June 30, 2019. The decrease in cash used in investing activities was primarily attributable to decreased acquisition activity.
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Cash Flows from Financing Activities
2020 vs. 2019
Net cash used in financing activities was $48.6 million for the six months ended June 30, 2020 compared to $5.2 million used in financing activities for the six months ended June 30, 2019. The increase in cash used in financing activities was primarily attributable to a decrease in net debt borrowings of approximately $34.7 million and an increase of $8.2 million in common stock repurchases.
FACTORS THAT MAY AFFECT FUTURE RESULTS
This quarterly report on Form 10-Q contains certain forward-looking information, such as statements about the Company’s financial goals, acquisition strategies, financial expectations including anticipated revenue or expense levels, business prospects, market positioning, product development, manufacturing re-alignment, capital expenditures, tax benefits and expenses, and the effect of contingencies or changes in accounting policies. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” While the Company believes that the assumptions underlying such forward-looking statements are reasonable based on present conditions, forward-looking statements made by the Company involve risks and uncertainties and are not guarantees of future performance. Actual results may differ materially from those forward-looking statements as a result of various factors, including regional or general economic and currency conditions, various conditions specific to the Company’s business and industry, new housing starts, weather conditions, epidemics and pandemics, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs and availability, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, and other risks, all as described in the Company's Securities and Exchange Commission filings, included in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in Exhibit 99.1 thereto. Any forward-looking statements included in this Form 10-Q are based upon information presently available. The Company does not assume any obligation to update any forward-looking information, except as required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in the Company's exposure to market risk during the second quarter ended June 30, 2020. For additional information, refer to Part II, Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rules 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and the Company's Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective.
There have been no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors as set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019 with the exception of the update to the following risk factor. Additional risks and uncertainties, not presently known to the Company or currently deemed immaterial, could negatively impact the Company’s results of operations or financial condition in the future.
Additional Risks to the Company. The Company is subject to various risks in the normal course of business as well as catastrophic events including severe weather events, earthquakes, fires, acts of war, terrorism, civil unrest, epidemics and pandemics and other unexpected events. Exhibit 99.1 sets forth risks and other factors that may affect future results, including those identified above, and is incorporated herein by reference.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Repurchases of Equity Securities
The Company did not repurchase any shares under its outstanding plan during the second quarter of 2020. The maximum number of shares that may still be purchased under this plan as of June 30, 2020 is 933,823.
ITEM 6. EXHIBITS
| Number | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 10.1 | |||||
| 10.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following financial information from Franklin Electric Co., Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) Condensed Consolidated Statements of Income for the second quarter and six months ended June 30, 2020 and 2019 (ii) Condensed Consolidated Statements of Comprehensive Income/(Loss) for the second quarter and six months ended June 30, 2020 and 2019, (iii) Condensed Consolidated Balance Sheets as of June 30, 2020, and December 31, 2019, (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2020 and 2019, and (v) Notes to Condensed Consolidated Financial Statements (filed herewith) | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
*Management Contract, Compensatory Plan or Arrangement
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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.
| FRANKLIN ELECTRIC CO., INC. | |||||||||||
| Registrant | |||||||||||
Date: August 4, 2020 | By | /s/ Gregg C. Sengstack | |||||||||
| Gregg C. Sengstack, Chairman and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: August 4, 2020 | By | /s/ John J. Haines | |||||||||
| John J. Haines, Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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