Connecticut | 1-5224 | 06-0548860 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1000 Stanley Drive, New Britain, | ||||
Connecticut | 06053 | |||
(Address of principal executive offices) | (Zip Code) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Stanley Black & Decker, Inc. | ||||||
January 28, 2016 | By: | /s/ Bruce H. Beatt | ||||
Name: | Bruce H. Beatt | |||||
Title: | Senior Vice President, General Counsel and Secretary |
Exhibit No. | Description | ||
99.1 | Press release dated January 28, 2016, issued by Stanley Black & Decker, Inc. | ||
99.2 | Financial statements and supporting schedules contained in Stanley Black & Decker, Inc.'s January 28, 2016 press release. |
• | Full Year Revenues Totaled $11.2 Billion Reflecting 6% Organic Growth Offset By 7% Currency Impact |
• | Full Year Operating Margin Rate Expanded 90 Basis Points To 14.2% |
• | Full Year Diluted GAAP EPS Was $5.92, Up 10% From 2014 As Strong Operational Performance More Than Offset $220 Million Of Currency Headwinds |
• | 2015 Free Cash Flow Of $871 Million; Working Capital Turns Maintained At 9.2 |
• | 4Q’15 Revenues Totaled $2.8 Billion With 1% Organic Growth |
• | 4Q’15 Operating Margin Rate Expanded 100 Basis Points To 14.2% |
• | 4Q’15 Diluted GAAP EPS Was $1.78, Up 30% From 4Q’14 As Solid Operational Performance Combined With Lower Tax, Share Count And Restructuring More Than Offset $50 Million Of Currency Headwinds |
• | Expect 2016 Full Year Diluted EPS Of $6.00 To $6.20 On A GAAP Basis And Free Cash Flow Conversion Of Approximately 100% |
• | Net sales for the quarter were $2.8 billion, down 5% versus prior year, as price (+1%) was more than offset by currency (-6%). |
• | Gross margin rate for the quarter was 35.6%, up from prior year 35.2% as price, productivity, cost actions and commodity deflation more than offset unfavorable currency. |
• | SG&A expenses were 21.5% of sales compared to 22.1% in 4Q’14 reflecting tight cost management. |
• | Operating margin rate was 14.2% compared to 13.2% in 4Q’14, as actions to improve profitability more than offset $50 million of unfavorable currency. |
• | Restructuring charges for the quarter were $3.7 million compared to $24.4 million in 4Q’14. |
• | Tax rate was 12.7% compared to the 4Q’14 rate of 17.6% as a result of adjustments to tax positions relating to undistributed foreign earnings and the impact of certain net operating losses that have become realizable. |
• | Average diluted shares outstanding for the quarter were 150.0 million versus 160.0 million a year ago, reflecting the impact of share actions. |
• | Working capital turns for the quarter were 9.2 consistent with 4Q’14 as lower organic growth in the quarter constrained the potential for year over year working capital turns improvement. |
($ in M) | 4Q’15 Segment Results | ||
Sales | Profit | Profit Rate | |
Tools & Storage | $1,831 | $303.9 | 16.6% |
Security | $538 | $68.8 | 12.8% |
Industrial | $477 | $85.5 | 17.9% |
• | Tools & Storage net sales decreased 3% versus 4Q’14 as volume (+2%) and price (+1%) were more than offset by unfavorable currency (-6%). All regions posted organic growth with North America +3%, Europe +6%, and the emerging markets +1%. The U.S. construction tool market remained healthy and new products and brand extensions generated share gains in North America despite downward pressure in the industrial channels and Canada. Solid commercial momentum continued in Europe as share gains from new products and an expanded retail footprint produced another quarter of above-market organic growth. Organic growth within the emerging markets remained positive reflecting the favorable impact of pricing and the continued success of our mid-price-point product releases amidst a series of challenging end markets, including Brazil, Russia and China. Overall Tools & Storage segment profit rate was 16.6%, up from the 4Q’14 rate of 16.0%, as volume leverage, price, productivity, cost management and lower commodity prices more than offset currency pressures. |
• | Security net sales decreased 9% versus 4Q’14 as price (+1%) was more than offset by lower volumes (-5%) and currency (-5%). Higher installation revenues in a number of countries and a stable recurring revenue portfolio resulted in Europe posting organic growth of 3%, Europe’s fifth consecutive quarter of flat or positive organic growth. Order rates in Europe were again strong, up double-digits, while recurring revenue attrition remained solidly within the target range of 10-12%. North America’s organic revenues declined 6% due primarily to lower volumes within the commercial electronic security business as 4Q’14 benefited from a large retail installation. Similar to Europe, orders within the North American commercial electronic security business were strong. Emerging markets organic revenues declined due to the ongoing relatively weak market conditions in China. Overall Security segment profit rate was 12.8%, up 100 basis points versus prior year, primarily due to improved operating performance within Europe. The segment profit rate improved 90 basis points sequentially as a result of continued margin expansion within Europe and improved operating performance in the North America business. |
• | Industrial net sales decreased 7% versus 4Q’14 as price (+1%) was more than offset by lower volumes (-2%) and currency (-6%). Engineered Fastening’s organic revenues declined 3% as strong global automotive revenues were more than offset by lower electronics and industrial volumes. Infrastructure organic revenues were up 2% as increased Oil & Gas volumes from higher North American on-shore pipeline project activity more than offset lower Hydraulic Tools volumes due to a difficult scrap steel market. Overall Industrial segment profit rate was 17.9%, up 210 basis points from the 4Q’14 |
• | Organic growth of approximately 3% (approximately +$0.45 to $0.50 EPS) |
• | Commodity deflation, cost actions and productivity (approximately +$0.45 to $0.50 EPS) |
• | Lower average share count, including approximately $300 million of share repurchases in 2016 (approximately +$0.13 EPS) |
• | Foreign exchange headwinds of approximately $170 - $190 million (approximately - $0.85 to $0.95 EPS) |
• | Restructuring charges and the tax rate will be relatively consistent with 2015 levels |
• | Free cash flow conversion approximating 100% |
Fourth Quarter | Year-to-Date | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
NET SALES | $ | 2,845.4 | $ | 2,982.5 | $ | 11,171.8 | $ | 11,338.6 | |||||||
COSTS AND EXPENSES | |||||||||||||||
Cost of sales | 1,831.2 | 1,931.4 | 7,099.8 | 7,235.9 | |||||||||||
Gross margin | 1,014.2 | 1,051.1 | 4,072.0 | 4,102.7 | |||||||||||
% of Net Sales | 35.6 | % | 35.2 | % | 36.4 | % | 36.2 | % | |||||||
Selling, general and administrative | 610.6 | 658.3 | 2,486.4 | 2,595.9 | |||||||||||
% of Net Sales | 21.5 | % | 22.1 | % | 22.3 | % | 22.9 | % | |||||||
Operating margin | 403.6 | 392.8 | 1,585.6 | 1,506.8 | |||||||||||
% of Net sales | 14.2 | % | 13.2 | % | 14.2 | % | 13.3 | % | |||||||
Other - net | 53.8 | 60.5 | 222.0 | 239.6 | |||||||||||
Restructuring charges | 3.7 | 24.4 | 47.6 | 18.8 | |||||||||||
Income from operations | 346.1 | 307.9 | 1,316.0 | 1,248.4 | |||||||||||
Interest - net | 39.7 | 42.2 | 165.2 | 163.6 | |||||||||||
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 306.4 | 265.7 | 1,150.8 | 1,084.8 | |||||||||||
Income taxes on continuing operations | 39.1 | 46.7 | 248.6 | 227.1 | |||||||||||
NET EARNINGS FROM CONTINUING OPERATIONS | 267.3 | 219.0 | 902.2 | 857.7 | |||||||||||
Less: net earnings (loss) attributable to non-controlling interests | 0.1 | (0.3 | ) | (1.6 | ) | 0.5 | |||||||||
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREOWNERS | 267.2 | 219.3 | 903.8 | 857.2 | |||||||||||
NET LOSS FROM DISCONTINUED OPERATIONS | (1.7 | ) | (73.5 | ) | (20.1 | ) | (96.3 | ) | |||||||
NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS | $ | 265.5 | $ | 145.8 | $ | 883.7 | $ | 760.9 | |||||||
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK | |||||||||||||||
Continuing operations | $ | 1.83 | $ | 1.41 | $ | 6.10 | $ | 5.49 | |||||||
Discontinued operations | (0.01 | ) | (0.47 | ) | (0.14 | ) | (0.62 | ) | |||||||
Total basic earnings per share of common stock | $ | 1.82 | $ | 0.94 | $ | 5.96 | $ | 4.87 | |||||||
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK | |||||||||||||||
Continuing operations | $ | 1.78 | $ | 1.37 | $ | 5.92 | $ | 5.37 | |||||||
Discontinued operations | (0.01 | ) | (0.46 | ) | (0.13 | ) | (0.60 | ) | |||||||
Total diluted earnings per share of common stock | $ | 1.77 | $ | 0.91 | $ | 5.79 | $ | 4.76 | |||||||
DIVIDENDS PER SHARE | $ | 0.55 | $ | 0.52 | $ | 2.14 | $ | 2.04 | |||||||
AVERAGE SHARES OUTSTANDING (in thousands) | |||||||||||||||
Basic | 145,908 | 155,799 | 148,234 | 156,090 | |||||||||||
Diluted | 150,020 | 160,013 | 152,706 | 159,737 |
January 2, 2016 | January 3, 2015 | |||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 465.4 | $ | 496.6 | ||||
Accounts and notes receivable, net | 1,331.8 | 1,396.7 | ||||||
Inventories, net | 1,526.4 | 1,562.7 | ||||||
Assets held for sale | — | 29.5 | ||||||
Other current assets | 338.5 | 463.3 | ||||||
Total current assets | 3,662.1 | 3,948.8 | ||||||
Property, plant and equipment, net | 1,450.2 | 1,454.1 | ||||||
Goodwill and other intangibles, net | 9,625.8 | 10,027.2 | ||||||
Other assets | 570.4 | 419.0 | ||||||
Total assets | $ | 15,308.5 | $ | 15,849.1 | ||||
LIABILITIES AND SHAREOWNERS’ EQUITY | ||||||||
Short-term borrowings | $ | 7.6 | $ | 7.5 | ||||
Accounts payable | 1,533.1 | 1,579.2 | ||||||
Accrued expenses | 1,261.9 | 1,221.9 | ||||||
Liabilities held for sale | — | 23.4 | ||||||
Total current liabilities | 2,802.6 | 2,832.0 | ||||||
Long-term debt | 3,836.6 | 3,839.8 | ||||||
Other long-term liabilities | 2,810.1 | 2,665.4 | ||||||
Stanley Black & Decker, Inc. shareowners’ equity | 5,811.6 | 6,429.1 | ||||||
Non-controlling interests’ equity | 47.6 | 82.8 | ||||||
Total liabilities and equity | $ | 15,308.5 | $ | 15,849.1 |
Fourth Quarter | Year-to-Date | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
OPERATING ACTIVITIES | ||||||||||||||||
Net earnings from continuing operations | $ | 267.3 | $ | 219.0 | $ | 902.2 | $ | 857.7 | ||||||||
Net loss from discontinued operations | (1.7 | ) | (73.5 | ) | (20.1 | ) | (96.3 | ) | ||||||||
Depreciation and amortization | 105.6 | 112.4 | 414.0 | 449.8 | ||||||||||||
Changes in working capital1 | 503.5 | 433.2 | (98.0 | ) | (9.8 | ) | ||||||||||
Other | (46.5 | ) | 70.5 | (15.8 | ) | 94.5 | ||||||||||
Net cash provided by operating activities | 828.2 | 761.6 | 1,182.3 | 1,295.9 | ||||||||||||
INVESTING AND FINANCING ACTIVITIES | ||||||||||||||||
Capital and software expenditures | (131.3 | ) | (111.6 | ) | (311.4 | ) | (291.0 | ) | ||||||||
Proceeds from issuances of common stock | 79.5 | 20.3 | 163.5 | 71.3 | ||||||||||||
Net short-term (repayments) borrowings | (449.6 | ) | (424.8 | ) | 1.2 | (391.0 | ) | |||||||||
Net investment hedge settlements | 25.5 | 3.6 | 137.7 | (61.4 | ) | |||||||||||
Cash dividends on common stock | (80.7 | ) | (80.8 | ) | (319.9 | ) | (321.3 | ) | ||||||||
Purchases of common stock for treasury | (9.7 | ) | (7.5 | ) | (649.8 | ) | (28.2 | ) | ||||||||
Acquisitions, net of cash acquired | (33.6 | ) | — | (51.1 | ) | (3.2 | ) | |||||||||
Payments on long-term debt | — | (45.7 | ) | (16.1 | ) | (46.6 | ) | |||||||||
Effect of exchange rate changes on cash | (52.1 | ) | (84.0 | ) | (132.9 | ) | (147.1 | ) | ||||||||
Other | (4.1 | ) | (21.3 | ) | (34.7 | ) | (77.0 | ) | ||||||||
Net cash used in investing and financing activities | (656.1 | ) | (751.8 | ) | (1,213.5 | ) | (1,295.5 | ) | ||||||||
Increase (Decrease) in Cash and Cash Equivalents | 172.1 | 9.8 | (31.2 | ) | 0.4 | |||||||||||
Cash and Cash Equivalents, Beginning of Period | 293.3 | 486.8 | 496.6 | 496.2 | ||||||||||||
Cash and Cash Equivalents, End of Period | $ | 465.4 | $ | 496.6 | $ | 465.4 | $ | 496.6 | ||||||||
Free Cash Flow Computation2 | ||||||||||||||||
Operating cash flow | $ | 828.2 | $ | 761.6 | $ | 1,182.3 | $ | 1,295.9 | ||||||||
Less: capital and software expenditures | (131.3 | ) | (111.6 | ) | (311.4 | ) | (291.0 | ) | ||||||||
Free cash flow (before dividends) | $ | 696.9 | $ | 650.0 | $ | 870.9 | $ | 1,004.9 | ||||||||
Merger & Acquisition-related charges and payments4 | 14.6 | 36.1 | 83.3 | 152.2 | ||||||||||||
Free cash flow, normalized (before dividends)3 | $ | 711.5 | $ | 686.1 | $ | 954.2 | $ | 1,157.1 | ||||||||
1 | Working capital is comprised of accounts receivable, inventory, accounts payable and deferred revenue. | |||||||||||||||
2,3 | Free cash flow is defined as cash flow from operations less capital and software expenditures. Management considers free cash flow an important measure of its liquidity, as well as its ability to fund future growth and to provide a return to the shareowners. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and business acquisitions, among other items. Normalized free cash flow, as reconciled above, is considered a meaningful pro forma metric to aid the understanding of the Company's cash flow performance aside from the material impact of merger and acquisition-related activities. | |||||||||||||||
4 | Merger & Acquisition-related charges and payments relate primarily to the Black & Decker merger and Niscayah and Infastech acquisitions, including facility closure-related charges, employee-related charges and integration costs. |
Fourth Quarter | Year-to-Date | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
NET SALES | |||||||||||||||
Tools & Storage | $ | 1,830.9 | $ | 1,880.0 | $ | 7,140.7 | $ | 7,033.0 | |||||||
Security | 538.0 | 589.9 | 2,092.9 | 2,261.2 | |||||||||||
Industrial | 476.5 | 512.6 | 1,938.2 | 2,044.4 | |||||||||||
Total | $ | 2,845.4 | $ | 2,982.5 | $ | 11,171.8 | $ | 11,338.6 | |||||||
SEGMENT PROFIT | |||||||||||||||
Tools & Storage | $ | 303.9 | $ | 300.6 | $ | 1,170.1 | $ | 1,074.4 | |||||||
Security | 68.8 | 69.4 | 239.6 | 259.2 | |||||||||||
Industrial | 85.5 | 80.9 | 339.9 | 350.6 | |||||||||||
Segment Profit | 458.2 | 450.9 | 1,749.6 | 1,684.2 | |||||||||||
Corporate Overhead | (54.6 | ) | (58.1 | ) | (164.0 | ) | (177.4 | ) | |||||||
Total | $ | 403.6 | $ | 392.8 | $ | 1,585.6 | $ | 1,506.8 | |||||||
Segment Profit as a Percentage of Net Sales | |||||||||||||||
Tools & Storage | 16.6 | % | 16.0 | % | 16.4 | % | 15.3 | % | |||||||
Security | 12.8 | % | 11.8 | % | 11.4 | % | 11.5 | % | |||||||
Industrial | 17.9 | % | 15.8 | % | 17.5 | % | 17.1 | % | |||||||
Segment Profit | 16.1 | % | 15.1 | % | 15.7 | % | 14.9 | % | |||||||
Corporate Overhead | (1.9 | )% | (1.9 | )% | (1.5 | )% | (1.6 | )% | |||||||
Total | 14.2 | % | 13.2 | % | 14.2 | % | 13.3 | % |
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