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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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80-0798640
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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10200 Alliance Road, Suite 200
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Cincinnati, Ohio 45242
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(Address of principal executive offices, including zip code)
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(513) 487-5000
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(Registrant's telephone number, including area code)
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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Page
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PART I. FINANCIAL INFORMATION
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ITEM 1.
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Financial Statements
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II. OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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March 31, 2019
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||||
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(Unaudited)
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|
December 31, 2018
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||||
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(in millions, except share data)
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||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
150.0
|
|
|
$
|
184.0
|
|
Accounts receivable, net
|
149.6
|
|
|
146.3
|
|
||
Inventories, net:
|
|
|
|
||||
Raw materials
|
80.6
|
|
|
73.2
|
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||
Work-in-process
|
52.1
|
|
|
46.7
|
|
||
Finished products
|
120.4
|
|
|
118.6
|
|
||
Total inventories, net
|
253.1
|
|
|
238.5
|
|
||
Prepaid and other current assets
|
47.5
|
|
|
49.1
|
|
||
Current assets held for sale
|
65.0
|
|
|
36.9
|
|
||
Total current assets
|
665.2
|
|
|
654.8
|
|
||
Property and equipment, net
|
208.2
|
|
|
215.7
|
|
||
Operating lease right-of-use assets
|
34.2
|
|
|
—
|
|
||
Goodwill
|
520.3
|
|
|
513.2
|
|
||
Intangible assets, net
|
291.0
|
|
|
292.7
|
|
||
Other noncurrent assets
|
25.4
|
|
|
29.1
|
|
||
Noncurrent assets held for sale
|
—
|
|
|
27.0
|
|
||
Total assets
|
$
|
1,744.3
|
|
|
$
|
1,732.5
|
|
Liabilities and shareholders’ equity
|
|
|
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||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
3.1
|
|
|
$
|
5.8
|
|
Accounts payable
|
106.3
|
|
|
116.8
|
|
||
Advanced billings and deposits
|
43.6
|
|
|
38.9
|
|
||
Accrued salaries, wages and other compensation
|
22.1
|
|
|
24.0
|
|
||
Other current liabilities
|
67.1
|
|
|
66.0
|
|
||
Current liabilities held for sale
|
15.8
|
|
|
14.9
|
|
||
Total current liabilities
|
258.0
|
|
|
266.4
|
|
||
Long-term debt
|
824.3
|
|
|
829.0
|
|
||
Deferred income tax liabilities
|
57.5
|
|
|
57.5
|
|
||
Accrued pension liabilities
|
27.2
|
|
|
27.6
|
|
||
Operating lease liabilities
|
26.4
|
|
|
—
|
|
||
Other noncurrent accrued liabilities
|
13.9
|
|
|
25.2
|
|
||
Total liabilities
|
1,207.3
|
|
|
1,205.7
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock - $0.01 par value, 50,000,000 shares authorized, none outstanding
|
—
|
|
|
—
|
|
||
Common stock - $0.01 par value, 500,000,000 shares authorized; 71,044,661 and 70,726,800 shares
|
|
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|
||||
issued as of March 31, 2019 and December 31, 2018, respectively, and 70,501,787 and
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|
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||||
70,454,138 shares outstanding as of March 31, 2019 and December 31, 2018, respectively
|
0.7
|
|
|
0.7
|
|
||
Capital in excess of par value
|
698.1
|
|
|
693.5
|
|
||
Treasury stock - at cost; 542,874 and 272,662 shares as of March 31, 2019 and December 31, 2018,
|
|
|
|
||||
respectively
|
(7.2
|
)
|
|
(3.5
|
)
|
||
Retained deficit
|
(29.3
|
)
|
|
(29.0
|
)
|
||
Accumulated other comprehensive loss
|
(125.3
|
)
|
|
(134.9
|
)
|
||
Total shareholders’ equity
|
537.0
|
|
|
526.8
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,744.3
|
|
|
$
|
1,732.5
|
|
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Three Months Ended March 31,
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||||||
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2019
|
|
2018
|
||||
|
(in millions, except per share data)
|
|||||||
Net sales
|
|
$
|
248.7
|
|
|
$
|
288.8
|
|
Cost of sales
|
|
163.9
|
|
|
188.9
|
|
||
Manufacturing margins
|
|
84.8
|
|
|
99.9
|
|
||
Operating expenses:
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
54.1
|
|
|
62.1
|
|
||
Amortization expense
|
|
5.6
|
|
|
6.3
|
|
||
(Gain) loss on currency translation
|
|
(0.7
|
)
|
|
0.7
|
|
||
Other (income) expense, net
|
|
(0.1
|
)
|
|
7.6
|
|
||
Total operating expenses
|
|
58.9
|
|
|
76.7
|
|
||
Operating earnings
|
|
25.9
|
|
|
23.2
|
|
||
Interest expense, net
|
|
9.5
|
|
|
10.7
|
|
||
Loss on debt extinguishment
|
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—
|
|
|
0.3
|
|
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Other non-operating expenses
|
|
0.2
|
|
|
0.3
|
|
||
Earnings from continuing operations before income taxes
|
|
16.2
|
|
|
11.9
|
|
||
Income tax expense
|
|
7.0
|
|
|
5.4
|
|
||
Net earnings from continuing operations
|
|
9.2
|
|
|
6.5
|
|
||
Loss from discontinued operations (net of income taxes)
|
|
(10.0
|
)
|
|
(0.6
|
)
|
||
Net (loss) earnings
|
|
$
|
(0.8
|
)
|
|
$
|
5.9
|
|
|
|
|
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|
||||
Earnings (loss) per share:
|
|
|
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|
||||
Basic:
|
|
|
|
|
||||
Net earnings from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Loss from discontinued operations
|
|
(0.14
|
)
|
|
(0.01
|
)
|
||
Net (loss) earnings
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
|
|
|
|
||||
Diluted:
|
|
|
|
|
||||
Net earnings from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Loss from discontinued operations
|
|
(0.14
|
)
|
|
(0.01
|
)
|
||
Net (loss) earnings
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Net (loss) earnings
|
|
$
|
(0.8
|
)
|
|
$
|
5.9
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation gain
|
|
11.1
|
|
|
26.6
|
|
||
Unrecognized post-retirement plan gain
|
|
0.1
|
|
|
—
|
|
||
Unrealized (loss) gain on hedging activities
|
|
(1.6
|
)
|
|
4.4
|
|
||
Total other comprehensive income, net of tax
|
|
9.6
|
|
|
31.0
|
|
||
Comprehensive income
|
|
$
|
8.8
|
|
|
$
|
36.9
|
|
|
|
Common
Stock
(Shares)
|
|
Common
Stock
|
|
Capital In
Excess of
Par Value
|
|
Treasury Stock (Shares)
|
|
Treasury Stock
|
|
Retained
Deficit
|
|
Accumulated
Other
Comprehensive Loss
|
|
Totals
|
||||||||||||||
|
|
(in millions, except share data)
|
||||||||||||||||||||||||||||
Balance at December 31, 2017
|
|
69,644,918
|
|
|
$
|
0.7
|
|
|
$
|
675.9
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(70.5
|
)
|
|
$
|
(85.4
|
)
|
|
$
|
520.7
|
|
Stock-based compensation activity
|
|
732,789
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.0
|
|
|
31.0
|
|
||||||
Balance at March 31, 2018
|
|
70,377,707
|
|
|
$
|
0.7
|
|
|
$
|
681.4
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(64.6
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
563.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
|
70,726,800
|
|
|
$
|
0.7
|
|
|
$
|
693.5
|
|
|
(272,662
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(29.0
|
)
|
|
$
|
(134.9
|
)
|
|
$
|
526.8
|
|
Adjustment to adopt new lease accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||
Stock-based compensation activity
|
|
317,861
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270,212
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
9.6
|
|
||||||
Balance at March 31, 2019
|
|
71,044,661
|
|
|
$
|
0.7
|
|
|
$
|
698.1
|
|
|
(542,874
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
(29.3
|
)
|
|
$
|
(125.3
|
)
|
|
$
|
537.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Operating activities from continuing operations
|
|
|
|
||||
Net (loss) earnings
|
$
|
(0.8
|
)
|
|
$
|
5.9
|
|
Loss from discontinued operations (net of income taxes)
|
10.0
|
|
|
0.6
|
|
||
Adjustments to reconcile net (loss) earnings from continuing operations to net cash (used in) provided by operating activities from continuing operations:
|
|
|
|
||||
Depreciation and amortization
|
11.9
|
|
|
13.2
|
|
||
Unrealized (gain) loss on currency translation of intercompany advances
|
(1.7
|
)
|
|
0.2
|
|
||
Amortization of deferred financing costs
|
0.6
|
|
|
0.7
|
|
||
Loss on debt extinguishment
|
—
|
|
|
0.3
|
|
||
Non-cash stock-based compensation expense
|
3.3
|
|
|
2.7
|
|
||
Deferred income taxes
|
(1.2
|
)
|
|
1.1
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(3.0
|
)
|
|
3.2
|
|
||
Inventories
|
(13.7
|
)
|
|
(13.0
|
)
|
||
Prepaid and other current assets
|
1.1
|
|
|
(4.6
|
)
|
||
Accounts payable
|
(8.8
|
)
|
|
(1.9
|
)
|
||
Advanced billings and deposits
|
4.5
|
|
|
11.8
|
|
||
Other current liabilities
|
(7.2
|
)
|
|
(9.1
|
)
|
||
Other noncurrent assets
|
0.9
|
|
|
0.7
|
|
||
Other noncurrent accrued liabilities
|
(0.5
|
)
|
|
(0.1
|
)
|
||
Net cash (used in) provided by operating activities from continuing operations
|
(4.6
|
)
|
|
11.7
|
|
||
Investing activities from continuing operations
|
|
|
|
||||
Purchases of property and equipment
|
(18.0
|
)
|
|
(7.2
|
)
|
||
Proceeds from disposals of property and equipment
|
0.2
|
|
|
8.0
|
|
||
Net cash (used in) provided by investing activities from continuing operations
|
(17.8
|
)
|
|
0.8
|
|
||
Financing activities from continuing operations
|
|
|
|
||||
Payments on long-term debt and capital lease obligations (original maturities longer than 90 days)
|
(5.0
|
)
|
|
(25.0
|
)
|
||
Net decrease in short-term borrowings (original maturities of 90 days or less)
|
(2.8
|
)
|
|
(0.1
|
)
|
||
Proceeds from exercise of stock options
|
1.3
|
|
|
2.8
|
|
||
Purchase of treasury stock
|
(3.7
|
)
|
|
—
|
|
||
Net cash used in financing activities from continuing operations
|
(10.2
|
)
|
|
(22.3
|
)
|
||
Cash used in continuing operations
|
(32.6
|
)
|
|
(9.8
|
)
|
||
Cash used in discontinued operations
|
|
|
|
||||
Operating cash flows
|
(2.6
|
)
|
|
(4.1
|
)
|
||
Investing cash flows
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Total cash used in discontinued operations
|
(2.8
|
)
|
|
(4.2
|
)
|
||
Effect of exchange rate changes on cash
|
1.4
|
|
|
2.8
|
|
||
Decrease in cash and cash equivalents
|
(34.0
|
)
|
|
(11.2
|
)
|
||
Cash and cash equivalents at beginning of period
|
184.0
|
|
|
187.9
|
|
||
Cash and cash equivalents at end of period
|
$
|
150.0
|
|
|
$
|
176.7
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in millions)
|
||||||
Accounts receivable, net
|
$
|
8.8
|
|
|
$
|
6.5
|
|
Inventories, net:
|
18.7
|
|
|
19.3
|
|
||
Prepaid and other current assets
|
1.0
|
|
|
1.5
|
|
||
Property and equipment, net
|
16.4
|
|
|
—
|
|
||
Operating lease right-of-use assets
|
1.2
|
|
|
—
|
|
||
Goodwill
|
0.6
|
|
|
—
|
|
||
Intangible assets, net
|
0.8
|
|
|
—
|
|
||
Current assets held for sale
|
$
|
47.5
|
|
|
$
|
27.3
|
|
|
|
|
|
||||
Property and equipment, net
|
$
|
—
|
|
|
$
|
25.3
|
|
Goodwill
|
—
|
|
|
0.6
|
|
||
Intangible assets, net
|
—
|
|
|
1.1
|
|
||
Noncurrent assets held for sale
|
$
|
—
|
|
|
$
|
27.0
|
|
|
|
|
|
||||
Accounts payable
|
$
|
5.3
|
|
|
$
|
6.1
|
|
Advanced billings and deposits
|
6.1
|
|
|
5.6
|
|
||
Accrued salaries, wages and other compensation
|
1.5
|
|
|
1.9
|
|
||
Other current liabilities
|
1.7
|
|
|
1.3
|
|
||
Operating lease liabilities
|
1.2
|
|
|
—
|
|
||
Current liabilities held for sale
|
$
|
15.8
|
|
|
$
|
14.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Loss from discontinued operations attributable to blow molding business
|
|
|
|
||||
Net sales
|
$
|
21.5
|
|
|
$
|
21.6
|
|
Cost of sales
|
18.7
|
|
|
17.6
|
|
||
Selling, general and administrative expenses
|
3.1
|
|
|
4.0
|
|
||
Amortization expense
|
0.4
|
|
|
0.5
|
|
||
Gain on currency translation
|
—
|
|
|
(0.5
|
)
|
||
Other expense
|
8.9
|
|
|
0.1
|
|
||
Pretax loss from discontinued operations
|
(9.6
|
)
|
|
(0.1
|
)
|
||
Income tax expense
|
0.4
|
|
|
0.5
|
|
||
Loss from discontinued operations
|
$
|
(10.0
|
)
|
|
$
|
(0.6
|
)
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
Advanced
Plastic
Processing
Technologies
|
|
Melt
Delivery
and Control
Systems
|
|
Fluid
Technologies
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
74.1
|
|
|
$
|
36.2
|
|
|
$
|
12.6
|
|
|
$
|
122.9
|
|
Europe
|
6.2
|
|
|
28.3
|
|
|
11.4
|
|
|
45.9
|
|
||||
China
|
0.9
|
|
|
21.0
|
|
|
2.5
|
|
|
24.4
|
|
||||
India
|
32.3
|
|
|
3.9
|
|
|
0.2
|
|
|
36.4
|
|
||||
Other
|
5.9
|
|
|
10.6
|
|
|
2.6
|
|
|
19.1
|
|
||||
Total
|
$
|
119.4
|
|
|
$
|
100.0
|
|
|
$
|
29.3
|
|
|
$
|
248.7
|
|
|
|
|
|
|
|
|
|
||||||||
End markets:
|
|
|
|
|
|
|
|
||||||||
Automotive
|
$
|
23.4
|
|
|
$
|
23.3
|
|
|
$
|
6.2
|
|
|
$
|
52.9
|
|
Packaging
|
13.7
|
|
|
11.8
|
|
|
—
|
|
|
25.5
|
|
||||
Consumer goods
|
16.2
|
|
|
17.6
|
|
|
1.4
|
|
|
35.2
|
|
||||
Electronics
|
8.0
|
|
|
4.8
|
|
|
1.0
|
|
|
13.8
|
|
||||
Medical
|
6.6
|
|
|
8.1
|
|
|
0.2
|
|
|
14.9
|
|
||||
Construction
|
20.0
|
|
|
0.4
|
|
|
—
|
|
|
20.4
|
|
||||
Custom molders and other
|
31.4
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
||||
Mold makers and other
|
—
|
|
|
30.8
|
|
|
—
|
|
|
30.8
|
|
||||
Job shops and other
|
—
|
|
|
—
|
|
|
9.1
|
|
|
9.1
|
|
||||
Distributors
|
0.1
|
|
|
3.2
|
|
|
11.4
|
|
|
14.7
|
|
||||
Total
|
$
|
119.4
|
|
|
$
|
100.0
|
|
|
$
|
29.3
|
|
|
$
|
248.7
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
Advanced
Plastic
Processing
Technologies
|
|
Melt
Delivery
and Control
Systems
|
|
Fluid
Technologies
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Primary geographical markets:
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
80.3
|
|
|
$
|
35.8
|
|
|
$
|
12.8
|
|
|
$
|
128.9
|
|
Europe
|
16.6
|
|
|
33.2
|
|
|
12.6
|
|
|
62.4
|
|
||||
China
|
5.0
|
|
|
32.1
|
|
|
2.8
|
|
|
39.9
|
|
||||
India
|
31.4
|
|
|
3.8
|
|
|
0.3
|
|
|
35.5
|
|
||||
Other
|
7.0
|
|
|
11.6
|
|
|
3.5
|
|
|
22.1
|
|
||||
Total
|
$
|
140.3
|
|
|
$
|
116.5
|
|
|
$
|
32.0
|
|
|
$
|
288.8
|
|
|
|
|
|
|
|
|
|
||||||||
End markets:
|
|
|
|
|
|
|
|
||||||||
Automotive
|
$
|
21.6
|
|
|
$
|
29.1
|
|
|
$
|
6.8
|
|
|
$
|
57.5
|
|
Packaging
|
22.6
|
|
|
12.0
|
|
|
0.1
|
|
|
34.7
|
|
||||
Consumer goods
|
14.9
|
|
|
21.8
|
|
|
1.4
|
|
|
38.1
|
|
||||
Electronics
|
11.3
|
|
|
9.1
|
|
|
1.8
|
|
|
22.2
|
|
||||
Medical
|
4.3
|
|
|
7.6
|
|
|
0.2
|
|
|
12.1
|
|
||||
Construction
|
25.3
|
|
|
0.4
|
|
|
—
|
|
|
25.7
|
|
||||
Custom molders and other
|
40.1
|
|
|
—
|
|
|
—
|
|
|
40.1
|
|
||||
Mold makers and other
|
—
|
|
|
34.0
|
|
|
—
|
|
|
34.0
|
|
||||
Job shops and other
|
—
|
|
|
—
|
|
|
8.9
|
|
|
8.9
|
|
||||
Distributors
|
0.2
|
|
|
2.5
|
|
|
12.8
|
|
|
15.5
|
|
||||
Total
|
$
|
140.3
|
|
|
$
|
116.5
|
|
|
$
|
32.0
|
|
|
$
|
288.8
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||
|
(in millions)
|
||||||
Balance at beginning of period
|
$
|
38.9
|
|
|
$
|
52.4
|
|
Additional advanced billings and deposits received
|
71.8
|
|
|
93.3
|
|
||
Revenue recognized
|
(66.5
|
)
|
|
(80.5
|
)
|
||
Foreign currency translation adjustments and other
|
(0.6
|
)
|
|
(0.5
|
)
|
||
Balance at end of period
|
$
|
43.6
|
|
|
$
|
64.7
|
|
|
Advanced
Plastic
Processing
Technologies
|
|
Melt
Delivery
and Control
Systems
|
|
Fluid
Technologies
|
|
Corporate
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance at December 31, 2018
|
$
|
35.0
|
|
|
$
|
431.3
|
|
|
$
|
46.9
|
|
|
$
|
—
|
|
|
$
|
513.2
|
|
Foreign currency translation adjustments
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||||
Balance at March 31, 2019
|
$
|
35.0
|
|
|
$
|
438.4
|
|
|
$
|
46.9
|
|
|
$
|
—
|
|
|
$
|
520.3
|
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount |
||||||
|
(in millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
$
|
36.2
|
|
|
$
|
20.5
|
|
|
$
|
15.7
|
|
Technology
|
112.4
|
|
|
55.8
|
|
|
56.6
|
|
|||
Customer relationships
|
215.1
|
|
|
133.9
|
|
|
81.2
|
|
|||
Total intangible assets subject to amortization
|
363.7
|
|
|
210.2
|
|
|
153.5
|
|
|||
Trademarks, not subject to amortization
|
137.5
|
|
|
—
|
|
|
137.5
|
|
|||
Total
|
$
|
501.2
|
|
|
$
|
210.2
|
|
|
$
|
291.0
|
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||
|
(in millions)
|
||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
||||||
Trademarks
|
$
|
35.7
|
|
|
$
|
19.6
|
|
|
$
|
16.1
|
|
Technology
|
110.9
|
|
|
53.0
|
|
|
57.9
|
|
|||
Customer relationships
|
213.7
|
|
|
130.7
|
|
|
83.0
|
|
|||
Total intangible assets subject to amortization
|
360.3
|
|
|
203.3
|
|
|
157.0
|
|
|||
Trademarks, not subject to amortization
|
135.7
|
|
|
—
|
|
|
135.7
|
|
|||
Total
|
$
|
496.0
|
|
|
$
|
203.3
|
|
|
$
|
292.7
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
|
Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Senior secured term loan facility due September 2023
|
$
|
832.5
|
|
|
$
|
8.2
|
|
|
$
|
824.3
|
|
|
$
|
837.5
|
|
|
$
|
8.7
|
|
|
$
|
828.8
|
|
Borrowings under other lines of credit
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
||||||
Capital lease obligations and other
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
Total debt
|
835.6
|
|
|
8.2
|
|
|
827.4
|
|
|
843.6
|
|
|
8.7
|
|
|
834.9
|
|
||||||
Less current portion
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
(5.9
|
)
|
||||||
Total debt less current portion
|
$
|
832.5
|
|
|
$
|
8.2
|
|
|
$
|
824.3
|
|
|
$
|
837.7
|
|
|
$
|
8.7
|
|
|
$
|
829.0
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions, except common share and per common share amounts)
|
||||||
Numerator:
|
|
|
|
|
||||
Net earnings from continuing operations
|
|
$
|
9.2
|
|
|
$
|
6.5
|
|
Denominator:
|
|
|
|
|
||||
Denominator for basic EPS–weighted-average common shares
|
|
69,996,588
|
|
|
69,215,457
|
|
||
Dilutive effect of stock-based compensation arrangements
|
|
1,176,893
|
|
|
2,307,869
|
|
||
Denominator for diluted EPS–adjusted weighted-average common shares
|
|
71,173,481
|
|
|
71,523,326
|
|
||
|
|
|
|
|
||||
Basic EPS from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Diluted EPS from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
Type of instrument:
|
Gain (Loss)
Recognized in OCI
on Derivative
(Effective Portion)
|
|
Gain (Loss)
Reclassified from
Accumulated OCI
into Income
(Effective Portion)
|
||||
|
(in millions)
|
||||||
Three Months Ended March 31, 2019
|
|
|
|
||||
Foreign exchange contracts
|
$
|
0.3
|
|
|
$
|
—
|
|
Interest rate swaps
|
$
|
(3.5
|
)
|
|
$
|
0.5
|
|
Cross-currency interest rate swaps
|
$
|
2.3
|
|
|
$
|
0.5
|
|
Three Months Ended March 31, 2018
|
|
|
|
||||
Foreign exchange contracts
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Interest rate swaps
|
$
|
5.8
|
|
|
$
|
—
|
|
•
|
Level 1–Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2–Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial statements.
|
•
|
Level 3–Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
|
|
Balance Sheet Location
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
(in millions)
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts (asset position)
|
Prepaid and other current assets
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Interest rate swap agreements (asset position)
|
Prepaid and other current assets
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
Interest rate swap agreements (liability position)
|
Other current liabilities
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (asset position)
|
Prepaid and other current assets
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (asset position)
|
Other noncurrent assets
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (liability position)
|
Other current liabilities
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (liability position)
|
Other noncurrent accrued liabilities
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements (asset position)
|
Prepaid and other current assets
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (asset position)
|
Prepaid and other current assets
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
Interest rate swap agreements (asset position)
|
Other noncurrent assets
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (liability position)
|
Other current liabilities
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Cross-currency interest rate swap agreements (liability position)
|
Other noncurrent accrued liabilities
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
Foreign
Currency
Translation
|
|
Unrecognized
Post-
Retirement
Plan Losses
|
|
Derivative
Financial
Instruments
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance at December 31, 2017
|
$
|
(78.3
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(85.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
26.6
|
|
|
(0.1
|
)
|
|
4.4
|
|
|
30.9
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Other comprehensive income
|
26.6
|
|
|
—
|
|
|
4.4
|
|
|
31.0
|
|
||||
Balance at March 31, 2018
|
$
|
(51.7
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
4.5
|
|
|
$
|
(54.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2018
|
$
|
(132.5
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
2.8
|
|
|
$
|
(134.9
|
)
|
Other comprehensive income (loss) before reclassifications
|
11.1
|
|
|
—
|
|
|
(0.8
|
)
|
|
10.3
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
0.1
|
|
|
(0.8
|
)
|
|
(0.7
|
)
|
||||
Other comprehensive income (loss)
|
11.1
|
|
|
0.1
|
|
|
(1.6
|
)
|
|
9.6
|
|
||||
Balance at March 31, 2019
|
$
|
(121.4
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
1.2
|
|
|
$
|
(125.3
|
)
|
|
Classification
|
|
Three Months Ended March 31,
|
||||||
|
of Expense
|
|
2019
|
|
2018
|
||||
|
|
|
(in millions)
|
||||||
Unrealized pension and post-retirement obligations:
|
|
|
|
|
|
||||
Adjustment of pension and post-retirement obligations
|
(a)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Tax benefit
|
(c)
|
|
—
|
|
|
—
|
|
||
Adjustment of pension and post-retirement obligations, net of tax
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Derivative financial instruments:
|
|
|
|
|
|
||||
Loss on derivative financial instruments
|
(b)
|
|
1.0
|
|
|
—
|
|
||
Tax benefit
|
(c)
|
|
(0.2
|
)
|
|
—
|
|
||
Loss on derivative financial instruments, net of tax
|
|
|
0.8
|
|
|
—
|
|
||
Total reclassifications from accumulated other comprehensive loss
|
|
|
$
|
0.7
|
|
|
$
|
(0.1
|
)
|
(a)
|
Amount is included in the calculation of pension cost within other non-operating expenses in the Company's Condensed Consolidated Statements of Operations.
|
(b)
|
Amount is included in cost of sales and (gain) loss on currency translation in the Company's Condensed Consolidated Statements of Operations.
|
(c)
|
These amounts are included in income tax expense in the Company's Condensed Consolidated Statements of Operations.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Balance at beginning of period
|
|
$
|
8.7
|
|
|
$
|
9.7
|
|
Warranty expense
|
|
2.5
|
|
|
3.9
|
|
||
Warranty claims paid
|
|
(3.3
|
)
|
|
(3.7
|
)
|
||
Foreign currency translation adjustments
|
|
0.1
|
|
|
0.1
|
|
||
Balance at end of period
|
|
$
|
8.0
|
|
|
$
|
10.0
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
3.0
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
3.5
|
|
2019 (excluding the three months ended March 31, 2019)
|
$
|
7.8
|
|
2020
|
8.5
|
|
|
2021
|
6.5
|
|
|
2022
|
4.9
|
|
|
2023
|
3.8
|
|
|
Thereafter
|
11.8
|
|
|
Total lease payments
|
43.3
|
|
|
Less: Imputed interest
|
(9.0
|
)
|
|
Total
|
$
|
34.3
|
|
2019
|
$
|
8.9
|
|
2020
|
6.2
|
|
|
2021
|
4.4
|
|
|
2022
|
3.5
|
|
|
2023
|
2.5
|
|
|
Thereafter
|
2.9
|
|
|
Future minimum leas commitments
|
$
|
28.4
|
|
|
March 31, 2019
|
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Advanced Plastic Processing Technologies
|
$
|
492.6
|
|
|
$
|
482.3
|
|
Melt Delivery and Control Systems
|
1,054.1
|
|
|
1,030.6
|
|
||
Fluid Technologies
|
149.3
|
|
|
145.3
|
|
||
Corporate
|
48.3
|
|
|
74.3
|
|
||
Total assets
|
$
|
1,744.3
|
|
|
$
|
1,732.5
|
|
|
March 31, 2019
|
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Advanced Plastic Processing Technologies
|
$
|
98.2
|
|
|
$
|
82.1
|
|
Melt Delivery and Control Systems
|
113.4
|
|
|
109.6
|
|
||
Fluid Technologies
|
23.3
|
|
|
17.7
|
|
||
Corporate
|
7.5
|
|
|
6.3
|
|
||
Total long-lived assets, net
|
$
|
242.4
|
|
|
$
|
215.7
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Net sales to external customers:
|
|
|
|
|
||||
Advanced Plastic Processing Technologies
|
|
$
|
119.4
|
|
|
$
|
140.3
|
|
Melt Delivery and Control Systems
|
|
100.0
|
|
|
116.5
|
|
||
Fluid Technologies
|
|
29.3
|
|
|
32.0
|
|
||
Total net sales to external customers
|
|
$
|
248.7
|
|
|
$
|
288.8
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Operating earnings (loss):
|
|
|
|
|
||||
Advanced Plastic Processing Technologies
|
|
$
|
12.1
|
|
|
$
|
2.7
|
|
Melt Delivery and Control Systems
|
|
18.4
|
|
|
26.7
|
|
||
Fluid Technologies
|
|
5.4
|
|
|
6.0
|
|
||
Corporate
|
|
(10.0
|
)
|
|
(12.2
|
)
|
||
Total operating earnings
|
|
$
|
25.9
|
|
|
$
|
23.2
|
|
Capital expenditures:
|
|
|
|
|
||||
Advanced Plastic Processing Technologies
|
|
$
|
6.3
|
|
|
$
|
2.2
|
|
Melt Delivery and Control Systems
|
|
11.0
|
|
|
4.1
|
|
||
Fluid Technologies
|
|
0.7
|
|
|
0.6
|
|
||
Corporate
|
|
—
|
|
|
0.3
|
|
||
Total capital expenditures
|
|
$
|
18.0
|
|
|
$
|
7.2
|
|
Depreciation and amortization:
|
|
|
|
|
||||
Advanced Plastic Processing Technologies
|
|
$
|
2.7
|
|
|
$
|
3.3
|
|
Melt Delivery and Control Systems
|
|
7.8
|
|
|
8.5
|
|
||
Fluid Technologies
|
|
1.0
|
|
|
1.1
|
|
||
Corporate
|
|
0.4
|
|
|
0.3
|
|
||
Total depreciation and amortization
|
|
$
|
11.9
|
|
|
$
|
13.2
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Net sales to external customers:
|
|
|
|
|
||||
United States
|
|
$
|
103.0
|
|
|
$
|
108.4
|
|
China
|
|
24.4
|
|
|
39.9
|
|
||
India
|
|
36.4
|
|
|
35.5
|
|
||
Rest of World
|
|
84.9
|
|
|
105.0
|
|
||
Total net sales to external customers
|
|
$
|
248.7
|
|
|
$
|
288.8
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(in millions)
|
||||||
Long-lived assets, net:
|
|
|
|
||||
United States
|
$
|
76.5
|
|
|
$
|
63.3
|
|
China
|
53.0
|
|
|
48.4
|
|
||
India
|
42.0
|
|
|
37.9
|
|
||
Czech Republic
|
18.9
|
|
|
18.7
|
|
||
Canada
|
26.9
|
|
|
29.0
|
|
||
Rest of World
|
25.1
|
|
|
18.4
|
|
||
Total long-lived assets, net
|
$
|
242.4
|
|
|
$
|
215.7
|
|
•
|
Advanced Plastic Processing Technologies (“APPT”);
|
•
|
Melt Delivery and Control Systems (“MDCS”); and
|
•
|
Fluid Technologies (“Fluids”).
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Net sales
|
|
$
|
248.7
|
|
|
$
|
288.8
|
|
Cost of sales
|
|
163.9
|
|
|
188.9
|
|
||
Manufacturing margins
|
|
84.8
|
|
|
99.9
|
|
||
Operating expenses:
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
54.1
|
|
|
62.1
|
|
||
Amortization expense
|
|
5.6
|
|
|
6.3
|
|
||
(Gain) loss on currency translation
|
|
(0.7
|
)
|
|
0.7
|
|
||
Other (income) expense, net
|
|
(0.1
|
)
|
|
7.6
|
|
||
Total operating expenses
|
|
58.9
|
|
|
76.7
|
|
||
Operating earnings
|
|
25.9
|
|
|
23.2
|
|
||
Interest expense, net
|
|
9.5
|
|
|
10.7
|
|
||
Loss on debt extinguishment
|
|
—
|
|
|
0.3
|
|
||
Other non-operating expenses
|
|
0.2
|
|
|
0.3
|
|
||
Earnings from continuing operations before income taxes
|
|
16.2
|
|
|
11.9
|
|
||
Income tax expense
|
|
7.0
|
|
|
5.4
|
|
||
Net earnings from continuing operations
|
|
9.2
|
|
|
6.5
|
|
||
Loss from discontinued operations (net of income taxes)
|
|
(10.0
|
)
|
|
(0.6
|
)
|
||
Net (loss) earnings
|
|
$
|
(0.8
|
)
|
|
$
|
5.9
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Sales by segment:
|
|
|
|
|
||||
Advanced Plastic Processing Technologies
|
|
$
|
119.4
|
|
|
$
|
140.3
|
|
Melt Delivery and Control Systems
|
|
100.0
|
|
|
116.5
|
|
||
Fluid Technologies
|
|
29.3
|
|
|
32.0
|
|
||
Total sales
|
|
$
|
248.7
|
|
|
$
|
288.8
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Net (loss) earnings
|
|
$
|
(0.8
|
)
|
|
$
|
5.9
|
|
Loss from discontinued operations (net of income taxes)
|
|
10.0
|
|
|
0.6
|
|
||
Amortization expense
|
|
5.6
|
|
|
6.3
|
|
||
Currency effect on intercompany advances (a)
|
|
(1.6
|
)
|
|
0.5
|
|
||
Organizational redesign costs (b)
|
|
1.1
|
|
|
12.0
|
|
||
Long-term equity awards (c)
|
|
3.2
|
|
|
2.8
|
|
||
Debt costs
|
|
—
|
|
|
0.3
|
|
||
Professional services (d)
|
|
0.7
|
|
|
1.7
|
|
||
Tax adjustments (e)
|
|
0.9
|
|
|
(2.7
|
)
|
||
Other
|
|
—
|
|
|
0.5
|
|
||
Adjusted Net Income
|
|
19.1
|
|
|
27.9
|
|
||
Income tax expense (e)
|
|
6.1
|
|
|
8.1
|
|
||
Interest expense, net
|
|
9.5
|
|
|
10.7
|
|
||
Depreciation expense
|
|
6.3
|
|
|
6.9
|
|
||
Adjusted EBITDA
|
|
$
|
41.0
|
|
|
$
|
53.6
|
|
(a)
|
Non-cash currency effect on intercompany advances primarily relates to advances denominated in foreign currencies. The most significant exposure relates to the Canadian dollar and the Czech koruna pursuant to intercompany advances within the MDCS and Corporate segments, respectively.
|
(b)
|
Organizational redesign costs in the
three
months ended
March 31, 2018
primarily included
$8.1 million
for termination costs as a result of eliminated positions.
|
(c)
|
Long-term equity awards include the charges associated with stock-based compensation awards granted to certain members of management and independent directors in the
three
months ended
March 31, 2019
and
2018
.
|
(d)
|
Professional fees in the
three
months ended
March 31, 2019
and
2018
included
$0.7 million
and
$1.7 million
, respectively, of costs for strategic organizational initiatives.
|
(e)
|
Tax adjustments primarily include the tax expense (benefit) associated with reconciling net (loss) earnings to Adjusted Net Income and reflects the impact to the quarterly tax provision utilizing the annual effective tax rate recomputed with anticipated tax rate reductions that have not been recognized for U.S. GAAP purposes as the Company is awaiting regulatory approval. The reductions have historically been approved although there are no guarantees that the regulatory authorities will accept the Company's applications.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
(in millions)
|
|||||||
Operating earnings (loss):
|
|
|
|
|
||||
APPT
|
|
$
|
12.1
|
|
|
$
|
2.7
|
|
MDCS
|
|
18.4
|
|
|
26.7
|
|
||
Fluids
|
|
5.4
|
|
|
6.0
|
|
||
Corporate
|
|
(10.0
|
)
|
|
(12.2
|
)
|
||
Total operating earnings
|
|
25.9
|
|
|
23.2
|
|
||
Other non-operating expenses
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||
Adjustments to operating earnings:
|
|
|
|
|
||||
APPT Adjustments:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2.7
|
|
|
3.3
|
|
||
Organizational redesign costs (b)
|
|
0.1
|
|
|
9.9
|
|
||
Professional services (d)
|
|
—
|
|
|
0.1
|
|
||
Other
|
|
—
|
|
|
0.5
|
|
||
Total APPT Adjustments
|
|
2.8
|
|
|
13.8
|
|
||
MDCS Adjustments:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
7.8
|
|
|
8.5
|
|
||
Currency effect on intercompany advances (a)
|
|
(1.0
|
)
|
|
1.7
|
|
||
Organizational redesign costs (b)
|
|
0.6
|
|
|
1.3
|
|
||
Total MDCS Adjustments
|
|
7.4
|
|
|
11.5
|
|
||
Fluids Adjustments:
|
|
|
|
|
||||
Depreciation and amortization
|
|
1.0
|
|
|
1.1
|
|
||
Total Fluids Adjustments
|
|
1.0
|
|
|
1.1
|
|
||
Corporate Adjustments:
|
|
|
|
|
||||
Depreciation and amortization
|
|
0.4
|
|
|
0.3
|
|
||
Currency effect on intercompany advances (a)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
||
Organizational redesign costs (b)
|
|
0.4
|
|
|
0.8
|
|
||
Long-term equity awards (c)
|
|
3.2
|
|
|
2.8
|
|
||
Professional services (d)
|
|
0.7
|
|
|
1.6
|
|
||
Total Corporate Adjustments
|
|
4.1
|
|
|
4.3
|
|
||
Adjusted EBITDA:
|
|
|
|
|
|
|
||
APPT
|
|
14.7
|
|
|
16.2
|
|
||
MDCS
|
|
25.8
|
|
|
38.2
|
|
||
Fluids
|
|
6.4
|
|
|
7.1
|
|
||
Corporate
|
|
(5.9
|
)
|
|
(7.9
|
)
|
||
Total Adjusted EBITDA
|
|
$
|
41.0
|
|
|
$
|
53.6
|
|
(a)
|
Non-cash currency effect on intercompany advances primarily relates to advances denominated in foreign currencies. The most significant exposure relates to the Canadian dollar and the Czech koruna pursuant to intercompany advances within the MDCS and Corporate segments, respectively.
|
(b)
|
Organizational redesign costs in the
three
months ended
March 31, 2018
included
$7.9 million
for termination costs as a result of eliminated positions in APPT.
|
(c)
|
Long-term equity awards in Corporate include the charges associated with stock-based compensation awards granted to certain members of management and independent directors during the
three
months ended
March 31, 2019
and
2018
.
|
(d)
|
Professional fees incurred by Corporate in the
three
months ended
March 31, 2019
and
2018
included
$0.7 million
and
$1.6 million
of costs for strategic organizational initiatives, respectively.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Net sales
|
$
|
248.7
|
|
|
$
|
288.8
|
|
Adjustments to net sales (a)
|
(0.6
|
)
|
|
(9.2
|
)
|
||
Pro forma Net Sales
|
$
|
248.1
|
|
|
$
|
279.6
|
|
(a)
|
Adjustments to net sales include net sales directly attributable to certain product lines which have been discontinued or eliminated through plant closures. Adjustments for the periods presented include our European Injection equipment and Systems businesses.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Net sales - APPT segment
|
$
|
119.4
|
|
|
$
|
140.3
|
|
Adjustments to net sales (a)
|
(0.6
|
)
|
|
(9.2
|
)
|
||
Pro forma Net Sales - APPT segment
|
$
|
118.8
|
|
|
$
|
131.1
|
|
(a)
|
Adjustments to net sales include net sales directly attributable to certain product lines which have been discontinued or eliminated through plant closures. Adjustments for the periods presented include our European Injection equipment and Systems businesses.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
New orders
|
$
|
275.3
|
|
|
$
|
308.5
|
|
Adjustments to new orders (a)
|
(1.5
|
)
|
|
(8.3
|
)
|
||
Pro forma New Orders
|
$
|
273.8
|
|
|
$
|
300.2
|
|
(a)
|
Adjustments to new orders include new orders directly attributable to certain product lines which have been discontinued or eliminated through plant closures. Adjustments for the periods presented include our European Injection equipment and Systems businesses.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Statements of cash flow data
|
|
|
|
||||
Net cash (used in) provided by operating activities from continuing operations
|
$
|
(4.6
|
)
|
|
$
|
11.7
|
|
Net cash (used in) provided by investing activities from continuing operations
|
(17.8
|
)
|
|
0.8
|
|
||
Net cash used in financing activities from continuing operations
|
(10.2
|
)
|
|
(22.3
|
)
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
|
|
(in millions, except share and per share data)
|
||||||||||||
January 2019
|
|
75,126
|
|
|
$
|
13.29
|
|
|
75,126
|
|
|
|
||
February 2019
|
|
134,903
|
|
|
$
|
14.06
|
|
|
134,903
|
|
|
|
||
March 2019
|
|
60,183
|
|
|
$
|
13.27
|
|
|
60,183
|
|
|
|
||
Total
|
|
270,212
|
|
|
$
|
13.69
|
|
|
270,212
|
|
|
$
|
117.8
|
|
|
||
|
|
|
|
Milacron Holdings Corp.
|
|
|
|
|
Date: May 2, 2019
|
By:
|
/s/ BRUCE CHALMERS
|
|
|
Bruce Chalmers
|
|
|
Chief Financial Officer
|
1.1
|
The parties agree that the recital clauses outlined above are true and correct and form a part of this Employment Agreement.
|
2.1
|
The Company agrees to employ the Employee to perform, and the Employee agrees and undertakes to perform, the duties and responsibilities of
President, Mold-Masters Asia,
and
such other duties and responsibilities as may be requested of the Employee by the Company from time to time.
|
2.2
|
The Employee understands and agrees that the Company may reduce, expand or otherwise modify the Employee's duties and responsibilities, as necessary, during the employment relationship between the Employee and the Company.
|
2.3
|
The Employee agrees and undertakes to use the Employee's best efforts and to devote such attention, energy, skill and time as is necessary to satisfactorily fulfill all of the duties and responsibilities of the
President, Mold-Masters Asia
and to fulfill all duties and responsibilities assigned to the Employee by the Company from time to time. Accordingly, the Employee further understands and agrees not to accept other employment, including part-time employment, that is in conflict with, or that could reasonably be anticipated to otherwise interfere with, the Employee's ability to fulfill the Employee's duties, obligations and responsibilities to the Company.
|
2.4
|
The Employee acknowledges and agrees that the terms of this Employment Agreement apply to the Employee with respect to Mold-Masters (2007) Limited, and also with respect to its associated, affiliated, related and subsidiary companies (hereinafter collectively referred to, including Mold-Masters (2007) Limited, as the "Mold-Masters Group"). Therefore, the Employee agrees that any direction, instruction, order or request made to the Employee by or on behalf of any company within the Mold-Masters Group shall be deemed hereby to have been made to the Employee by the Company.
|
2.5
|
The Employee undertakes and agrees to abide by all of the Company's rules, practices and procedures set forth in the Company's Employee Handbook, as amended from time to time, a copy of which will be made available to the Employee online. Further, the Employee acknowledges and agrees that it is the Employee's duty to review the same and be familiar therewith.
|
3.1
|
The Parties agree that this Employment Agreement shall be effective as of and from the
January 1
st
, 2013,
which date shall be referred to as the "Effective Date" of this Employment Agreement.
|
4.1
|
In consideration of the Employee's agreements and undertakings contained in this Employment Agreement, and in consideration of the Employee's promise to comply with all of the duties, obligations and responsibilities set forth in this Employment Agreement, the Company shall employ the Employee and pay to the Employee the salary set out in Article 5 of this Employment Agreement, and shall make available to the Employee the benefits set out in Article 6 of this Employment Agreement, all of which may be amended and modified from time to time as set forth in this Employment Agreement.
|
5.1
|
The gross salary payable to the Employee shall be $
Two Hundred Sixty-Three Thousand, Three Hundred and Sixty-Two Dollars and Forty-One Cents ($263,362.41) (CDN)
per annum, payable in equal bi-weekly installment to the Employee by automatic direct deposit, less all applicable statutory withholdings and remittances required by law. The Employee understands and agrees that any change(s) to the Employee's remuneration hereunder, once accepted by the Employee, shall not otherwise affect the application of this Employment Agreement.
|
5.3
|
The Employee understands and agrees that the Employee's salary is a confidential matter between the Employee and the Company and the Employee covenants that the Employee will not disclose the details of the Employee's remuneration to any other person employed by the Company. Further, the Employee agrees to maintain any information of which the Employee becomes aware regarding the remuneration of any other Employee of the Company, however such information may have been obtained by Employee, in the strictest of confidence and hereby undertakes to neither discuss nor disclose such information with or to any other person for any reason.
|
6.2
|
The Employee understands and agrees that the Company retains the right to change the insurance carrier for any and all Group Insurance Plans, and to alter the terms and conditions of any and all group insurance plans, but will only do so after having provided the employee with advance notice.
|
6.4
|
The Employee understands and agrees that the Company reserves the right to schedule vacations when conditions allow, and that all vacation leave must be approved well in advance by the Employee's Direct Manager.
|
7.1
|
The Parties understand and agree that the Employee's employment pursuant to this Employment Agreement, may be terminated in the applicable manner, and in the circumstances, specified below:
|
a)
|
by the Employee, at any time during the Employee's employment, for any reason, on the provision of at least four (4) weeks' advance written notice to the Company. The Employee understands that the Company may waive such notice, either in whole or in part, and will have the right to terminate the Employee's employment at any time during the applicable notice period. Should the Company exercise its right to terminate the Employee's employment during the applicable notice period, then the Employee's entitlement to compensation and benefits under this Employment Agreement shall cease on the date that the Company exercises such right;
|
b)
|
by the Company, at any time, in its sole discretion, without any notice or pay in lieu thereof, for cause. For the purposes of this Employment Agreement, "cause" includes, without limitation, the following:
|
i)
|
unsatisfactory performance;
|
ii)
|
time theft;
|
iii)
|
dishonesty;
|
iv)
|
insubordination;
|
v)
|
serious misconduct;
|
vi)
|
a false statement on either the Employee's resume or employment application;
|
vii)
|
any material breach of the provisions of this Employment Agreement by the
|
viii)
|
any willful or reckless violation of an established company rule contained in the Company's Employee Handbook, or, of which the Employee has been otherwise apprised;
|
ix)
|
paying, offering or promising to pay, or authorizing payment to any third party, public or private, in order to secure an improper benefit. Accepting or soliciting such payment. "Payment" includes making bribes or kickbacks, as well as conferring a financial or any other advantage, whether tangible or intangible (e.g. gifts, entertainment, travel expenses, charitable donations, political contributions, hiring an individual or relative, or other preferential treatment in reference to the company), and in some jurisdictions may also include so-called "facilitating payments"; or
|
x)
|
any other act, omission or circumstance recognized by law as cause for termination.
|
c)
|
subject to Article 7.4 and subject to Article 7.7 by the Company, at any time in its absolute discretion and for any reason other than for cause, upon providing the Employee with:
|
i)
|
all payments or entitlements to which the Employee is entitled pursuant to the Ontario
Employment Standards Act, 2000
as amended, including notice of termination or, at the Company's option, pay in lieu of notice, and severance pay, if applicable. Severance pay will be calculated using the employee's current base salary, only, and will not include additional payments made to the employee.
|
7.2
|
All payments contemplated under this Article 7 will be calculated on the basis of the Employee's annual base salary as of the date the Employee receives notice of termination. Payments under a bonus plan or any other forms of additional compensation will not be considered part of the annual base salary.
|
7.3
|
During the statutory notice period under the Ontario
Employment Standards Act, 2000
as amended, the Company agrees to continue to pay its share of the premiums to continue the Employee's coverage, under Company's Group Insurance Benefits Program, excluding long-term disability insurance, group life insurance, accidental death and dismemberment insurance and out of province medical coverage, for the period of notice contemplated under Article 7.1.
|
7.4
|
The Employee understands and agrees that the provision of advance written notice or pay in lieu of such notice by the Company to the Employee shall not prevent the Company from alleging cause for the termination.
|
7.5
|
Upon the termination of the Employee's employment pursuant to this Employment Agreement, however caused, the Employee covenants and undertakes to immediately return to the Company in good condition all Company property including, without limitation all: Confidential Information as that term is defined in Article 8 hereof; keys, access cards, security cards and similar items; original Company documents, and all copies thereof, which are in the Employee's care or possession or which are then under the Employee's control, without retaining any part(s) thereof and without making or retaining any copies or duplicates thereof; Company credit cards; Company Intellectual Property as that term is defined in Article 9 hereof; Company equipment; and, files and other material of every nature and kind created or used by the Employee in connection with the Employee's employment under this Employment Agreement.
|
7.6
|
Upon the termination of this Employment Agreement, however caused, the Employee further agrees to provide all reasonable assistance and cooperation to the Company in order to assist the Company to obtain access to, possession and control of, all Company property, in the Employee's possession or under the Employee's control.
|
7.7
|
The Parties agree that the Company shall have the right to temporarily lay off the Employee, within the meaning of the Ontario
Employment Standards Act, 2000,
as amended, when the Company determines that business circumstances so require. Further, the Parties understand and agree that a temporary layoff within the meaning of the Ontario
Employment Standards Act, 2000,
as amended shall not constitute a termination for the purposes of this Article 7 of this Employment Agreement or for the purposes of the common law of employment.
|
a)
|
except for the benefit of the Company and during the course of the Employee's employment, at any time, solicit or accept any business from or the patronage of, or render any services to, sell to, or contract or attempt to contract with, any association, corporation, entity, organization, partnership, person or syndicate who is or was a customer, or active prospective customer of the Company within a period of two (2) years prior to the termination of this Employment Agreement, however caused;
|
b)
|
induce or attempt to persuade any person providing employment, consulting, marketing or other services to the Company to not provide, or to cease to provide, such services to the Company;
|
c)
|
solicit for employment, employ or otherwise retain Employees of the Company (other than Employees who have ceased to be employed by the other Party prior to the date of the solicitation); or,
|
d)
|
engage in any act or activity which would interfere with or harm any business relationship the Company may have with any investor, customer, employee, principal or supplier.
|
8.4
|
For purposes of this Employment Agreement, "Confidential Information" shall mean and include all information or material disclosed to or known by the Employee as a consequence of the Employee's employment or engagement by the Company, including without limitation third party information that the Company treats as confidential and any information disclosed to or developed by the Employee or embodied in or relating to the Works of the Employee as defined in Article 9 of the Employment Agreement. The Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature, whether or not reduced to writing: all financial information including accounting practices, records, and statements and including all information relating to any financial arrangements made by, or entered into by, any member of the Mold-Masters Group; administrative practices; analyses, business plans and policies and future business plans and policies; business records; business relationships including those with suppliers and others; computer hardware and software; correspondence; creations; customer lists including identities of customers and prospective customers, identities of individual contacts at business entities which are customers or prospective customers, and their respective preferences, businesses or habits; data; designs;
|
8.5
|
The Employee will, both during the Employee's work for the Company and thereafter, hold in confidence and not directly or indirectly reveal, report, publish, disclose or transfer any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose, except in the course of the Employee's work for the Company for the Company's sole benefit. Also, the Employee will not remove, reproduce, summarize or copy any Confidential Information except as expressly required by the Company to enable the Employee to perform the Employee's duties, and the Employee will return immediately to the Company all Confidential Information in the Employee's possession or control, including duplicates, when the Employee leaves its employ or whenever the Company may otherwise require that such Confidential Information be returned.
|
8.6
|
The Employee will not knowingly use for the benefit of or disclose to the Company any confidential information of any of the Employee's former employers or of any other third party or otherwise knowingly infringe any proprietary right of any third party. The Employee represents and warrants that no contract or agreement between or among the Employee and any third party will interfere in any manner with the Employee's complete performance of the Employee's duties to the Company or with the Employee's compliance with the terms and conditions hereof.
|
8.7
|
The Employee acknowledges that the provisions set out in this Article 8 of the Employment Agreement are necessary and reasonable to protect the Company's Confidential Information and goodwill, that the Confidential Information is unique, and that the loss or disclosure of the Confidential Information will cause the Company irreparable harm for which it will have no adequate remedy at law. Therefore, the Company shall be entitled to obtain, without posting any bond, and the Employee agrees not to oppose a request for, interim and permanent injunctive relief and other equitable relief to prevent a breach or continued breach of these provisions of the Employment Agreement, as well as an accounting of all profits and benefits that arise out of such violation, which rights and remedies shall be cumulative in addition to any other rights or remedies to which the Company may be entitled in law. The Employee acknowledges that these provisions of the Employment Agreement shall be specifically enforceable in accordance with their terms.
|
8.8
|
Notwithstanding any other provision of this Employment Agreement this Article 8 shall survive the termination of this Employment Agreement, however caused.
|
9.1
|
In this Employment Agreement the term "Works" shall mean and include: (i) any inventions, trade secrets, ideas, original works of authorship or any other form of intellectual property that the Employee conceives, develops, discovers or makes in whole or in part during the Employee's employment or engagement by the Company which relate to the Company's business or the
|
9.2
|
If and to the extent any Works are determined not to constitute "works made for hire," or if any rights in the Works do not accrue to the Company as a work made for hire, the Employee hereby irrevocably assigns and transfers to the Company, to the maximum extent permitted by law, all right, title and interest in the Works, including but not limited to all copyrights, trademarks, industrial designs, design patents, patents, topographies, mask works, trade secret rights, and other proprietary rights in or relating to the Works. Without limiting the foregoing, the Employee hereby irrevocably assigns and transfers to Company all economic rights to the Works, including without limitation the rights to reproduce, manufacture, use, adapt, modify, publish, distribute, sublicense, publicly perform and communicate, translate, lease, import and otherwise exploit the Works.
|
9.3
|
The Employee shall have no right to exercise any economic rights to the Works. Without limiting the foregoing, the Employee will not have the right to and will not reproduce, adapt, modify, publish, distribute, sublicense, publicly perform or communicate, translate, lease, import or otherwise exploit the Works, except as expressly authorized by the Company.
|
9.4
|
The Employee expressly acknowledges and agrees that the Employee wishes to remain anonymous and not to have the Employee's name or any pseudonym used in connection with the Works.
|
9.5
|
The Employee hereby waives in whole any moral rights the Employee may have with respect to the Works, including but not limited to the right to the integrity of the Works, the right to be associated with the Works as its author by name or under a pseudonym and the right to remain anonymous.
|
9.6
|
The Employee hereby approves any and all modifications, uses, publications and other exploitation of the Works that the Company or any successor or transferee thereof may elect to make, and the Employee expressly agrees that no such modifications, uses, publications or exploitations will or may cause harm to the Employee's honor or reputation. The Employee agrees that no modification, use or publication of the Works by the Company or any successor or transferee thereof will be deemed to constitute a distortion or mutilation of the Works.
|
9.7
|
The Employee acknowledges and agrees that the Company alone shall have the exclusive right to apply for, prosecute and obtain any and all copyrights, trademarks, industrial designs, design patents, patents, topographies, mask works, and any other registrable proprietary rights in or relating to the Works in any and all jurisdictions of the world. The Employee hereby agrees, both during the term of this Employment Agreement and thereafter, to execute and demand any such applications, transfers, assignments and other documents which the Company may deem necessary or desirable for the purpose of vesting in, or assigning to, the Company all title to the
|
9.8
|
The Company shall have the unrestricted right to transfer and convey any or all of the Company's rights in or relating to the Works to any person or entity.
|
9.9
|
This Employment Agreement is not intended and shall not be interpreted to assign to or vest in the Company any of the Employee's rights in any inventions developed entirely on the Employee's own time without using the Company's equipment, supplies, facilities, or trade secret information, except for those inventions that either relate at the time of conception or reduction to practice of the invention to the Company's business or the actual or demonstrably anticipated research or development of the Company, or result from any work the Employee performed for the Company.
|
9.10
|
The Employee acknowledges and agrees that, in the event of the Employee's violation of any of the provisions of this Article 9, then, the Company shall be entitled to obtain, without posting any bond and the Employee agrees not to oppose a request for, interim and permanent injunctive relief and other equitable relief to prevent a breach or continued breach of these provisions of the Employment Agreement as well as an accounting of all profits and benefits that arise out of such violation, which rights and remedies shall be cumulative in addition to any other rights or remedies to which the Company may be entitled in law. The Employee acknowledges that these provisions of the Employment Agreement shall be specifically enforceable in accordance with its terms.
|
9.11
|
The Employee acknowledges, agrees and understands that the provisions of Article 8 and of this Article 9, and the Employee's agreement to same, are of the essence of this Employment Agreement and constitute a material inducement to the Company to enter into this Employment Agreement and that the Company would not have entered into this Employment Agreement, nor provided the additional notice in Article 7.1(c), without such inducement.
|
9.12
|
The Employee agrees that the provisions of Article 8 and this Article 9 shall be construed independently of any other provision of this Employment Agreement, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on this Employment Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the provisions of Article 8 or of this Article 9;
|
9.13
|
Notwithstanding any other provision of this Employment Agreement this Article 9 shall survive the termination of this Employment Agreement, however caused.
|
10.1
|
The Employee understands and consents that the Company may collect use or disclose personal information about the Employee as required for those purposes necessary for the conduct and administration of the employment relationship and pensions and benefits administration ("Employee Personal Information"). Examples of these purposes include, but are not limited to:
|
◦
|
employment administration;
|
◦
|
pensions and benefits administration;
|
◦
|
work planning and management;
|
◦
|
provision of references to potential employers, financial institutions, or educational establishments;
|
◦
|
performance development reviews and other performance assessments, appraisals, etc.; and
|
◦
|
photographs used for identification cards, management reports or associate announcements.
|
10.2
|
The Employee understands and agrees that the Company may disclose the Employee's Personal Information to a third party or administrator, for the purpose of administering the Employee's employment relationship with the Company and consents to such disclosure.
|
(a)
|
The Company: Mold-Masters (2007) Limited
233 Armstrong Avenue |
(b)
|
The Employee:
Ling An-Heid
1072 Truman Ave. |
11.2
|
The Employee understands and agrees that it is, and shall remain, the Employee's sole responsibility to keep the Company informed and up-to-date with respect to any changes that may from time to time be made to the information set forth in Article 11.1(b) above.
|
12.1
|
In the event that any provision or part of this Employment Agreement shall be deemed void or invalid by an authority of competent jurisdiction, then, that provision or part shall be deemed to be severed from the Employment Agreement and the remaining provisions or parts of this Employment Agreement shall remain in full force and effect. Without limiting the foregoing, if any provision of this Employment Agreement shall be determined, under applicable law, to be overly broad in duration, geographical coverage or substantive scope, such provision shall be deemed narrowed to the broadest term permitted by applicable law and shall be enforced as so narrowed.
|
13.1
|
This Employment Agreement shall not be amended or modified in any manner except by an instrument in writing signed by each of the Parties, or as otherwise contemplated by this Employment Agreement.
|
14.1
|
This Employment Agreement constitutes the entire agreement between the Parties. Any and all previous Employment Agreements, written or oral, expressed or implied, between the Parties, relating to the Employee's employment are terminated and cancelled.
|
15.1
|
The Employee agrees to accept the notice, pay in lieu of notice and severance pay if applicable, and benefits as stipulated in Article 7.1(c) in full and final settlement of all amounts owing to the Employee by the Company on termination, including any payment in lieu of notice of termination, and any and all entitlement the Employee may have under any applicable statute and any rights which the Employee may have at common law and the Employee hereby waives any claim to any other payments or benefits from the Company. In agreeing to the terms set out in this Employment Agreement, the Employee specifically agrees that upon receipt by the Employee, of the entitlements specified herein, this Article 15 shall constitute a full and final release, by the Employee, of any employment related claims arising out of the termination of the Employee's employment. Further, the Employee agrees to deliver to the Company all appropriate resignations from all offices and positions with the Company, if, as and when requested by the Company upon termination of the Employee's employment.
|
16.1
|
No waiver of any right under this Employment Agreement shall be deemed to have occurred unless contained in writing signed by the Party charged with such waiver, and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Employment Agreement.
|
17.1
|
The Parties acknowledge and agree that the language used in this Employment Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and the Employment Agreement shall be interpreted without regard to any presumption or other rule requiring interpretation of the Employment Agreement more strongly against the Party causing it to be drafted; and,
|
17.2
|
The Parties acknowledge and agree that all headings used in the text of this Employment Agreement are for ease of reference only and the Parties specifically intend and agree that the headings shall not be used for the purposes of interpretation of the Employment Agreement.
|
18.1
|
The Parties acknowledge and agree that they have each had the opportunity to obtain independent legal advice in connection with this Employment Agreement and the execution hereof and each of the Parties further acknowledges and agrees that it has read, understands and agrees with, all of the terms hereof and that it executes this Employment Agreement voluntarily and in good faith.
|
19.1
|
This Employment Agreement shall be construed in accordance with the laws of the Province of Ontario, and the Federal laws applicable therein, and the parties agree to attorn to the jurisdiction of the Ontario Courts.
|
20.1
|
The Parties agree that this Employment Agreement shall be executed by the Parties on the dates, and at the places specified below, and shall be executed in two (2) counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
|
/s/ Susan Malcolmson
|
|
MOLD-MASTERS (2007) LIMITED
|
|
|
|
Susan Malcolmson
|
|
/s/ Connie Bender
|
|
|
Name: Connie Bender
|
Witness: Signature, Name and Address
|
|
Title: VP Global Human Resources
|
/s/ Connie Bender
|
|
/s/ Ling An-Heid
|
|
|
|
Connie Bender
|
|
Ling An-Heid
|
|
|
|
Witness: Signature, Name and Address
|
|
|
•
|
on September 1, 2000 , the Company entered into an employment contract with Mr. Gerrit Jue for an indefinite period of time, hereinafter to be referred to as the 'Former Employment Contract';
|
•
|
in connection with the retirement of the current Statutair Directeur (" Managing Director") appointed pursuant to the Company's Articles of Association), the Company intends to appoint Mr. Gerrit Jue to the position of Managing Director (Statutair Directeur);
|
•
|
Mr. Gerrit Jue will be appointed as a Managing Director (Statutair Directeur) according to the Company's Articles of Association in a Shareholders Resolution dated July 21, 2003, and by way of signing this Managing Director's contract, accepts this appointment;
|
•
|
by way of this Managing Director's Contract, the parties wish to amend and add a number of the employment conditions contained in the Former Employment Contract in the context of Mr. Gerrit Jue's appointment as Managing Director (Statutair Directeur);
|
•
|
in this Employment Contract terms and conditions of the Collective Bargaining Agreement Metalektro (
-
CAO Metalektros) and the Cimcool Industrial Products B.V. employee policies booklet ("Bedrijfsregelingenboek")will be followed; and
|
•
|
this Employment Contract will replace the Former Employment Contract entirely as of June 1, 2003, with due consideration of the existing conditions and the service years according to the existing contract and the original employment date being September 1, 2000.
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4.1
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Either party may give written notice terminating the present contract of employment as of the end of each calendar provided that the employee will. provide 6 months notice and the Company will provide 12 months notice.
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5.1
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The Managing Director will hold the position of Managing Director for the Company appointed under the Company's Articles of association. All the powers and commercial policy of the Company, with the exception of the powers described in the Company's Articles of Association which are reserved for the shareholders in general meeting, have been delegated to the Managing Director.
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5.2
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As Managing Director he will be responsible for the total Company his primary focus will be Marketing and Sales, Engineering and Research & Development. The Managing Director will report to the supervisory board and on an operational level to the President of Industrial Fluids.
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5.3
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As Managing Director, he will have all the rights and obligations imposed on or granted to the Managing Director, as laid down in the Company's Articles of Association.
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The fixed base salary is paid in twelve equal monthly installments.
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5.4
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The Managing Director covenants that he is prepared, on mutual agreement, to perform duties other than those that are considered his usual duties, if such performance may be reasonably expected from him.
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5.5
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Without the Company's prior written consent the Managing Director will, during his employment term, not perform any other work for pay or for no consideration, alone or with other persons, directly or indirectly, establish or conduct a business that is competitive with the Company's business in whatever form, or take any financial interest in or perform work gratuitously or for remuneration for such a business. This prohibition does not include normal private investment activities.
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5.6
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The Managing Director covenants that, at the Company's request and on mutual agreement, he will be willing to perform work for a Company affiliated with the Company.
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5.7
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The Managing Director will not be obliged to travel to places and or countries that are affected by war, catastrophe or are otherwise under threat. This will also apply in case of non-covering by the insurance policies.
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6.1
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The normal working week will run from Monday to Friday. The normal working hours amount to 40 hours a week, in conformity with the valid terms and conditions of the Collective Bargaining Agreement Metalektro MAO Metalektro').
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6.3
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The Managing Director is prepared to work overtime and travel outside the normal working hours whenever a proper performance of his duties so requires. With respect to said overtime, an annual compensation of one month's salary will be paid in December of each year.
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7.1
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As of June 1, 2003 the Managing Director will be entitled to a fixed base salary of EUR 130.000 per annum.
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7.2
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The annual fixed base salary is increased by a holiday allowance of 8 %, the net amount to be transferred into the aforementioned bank account in June of each year together with the monthly salary payment referred to in 7.1.
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8.1
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The Managing Director will receive a signing bonus of 15,000 Euro, payable with the first paycheck reflecting the new salary stated in 7.1 above, following the signing of this Employment Contract.
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8.2
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The Managing Director will participate in the parent Company's incentive plan, known as the "Milacron Inc. Short Term Incentive Plan". Participation in this Plan has to be confirmed by the Company for each given year. Details of this Plan and the computation of bonus payment shall each year be determined by the Shareholders and be submitted by the President of Industrial Fluids. Under this Plan the Managing Director will be entitled to a bonus that may range from 0% to 40% of the gross annual base salary (as mentioned in Article 7 of this employment contract). The granting of the bonus is at the Company's discretion. The Managing Director can in no event lay claim to a bonus that has not yet been granted. The granting of a bonus in any given year or during several years will not create entitlement for any subsequent years.
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9.1
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Managing Director shall be entitled to a minimum of 25 days' holiday per holiday year on full pay. Extra leave may be granted with the approval of the General Meeting of Shareholders or the chairman of the Supervisory Board. These provisions shall apply for the full term of the contract of employment.
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11.2
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With respect to travelling, the Milacron Travel Accident Plan is applicable, of which the Managing Director declares to have received a copy.
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13.1 The Company will provide the Managing Director with a Company car according to the Milacron Car Policy, of which the Managing Director declares to have received a copy. All the costs connected with the use of this car shall be for the Company's account. The Managing Director may also use this car for private purposes, all the costs connected with the private use shall also be for the Company's account. On termination of the contract of employment, irrespective of the way in which this is effected, the Managing Director must return the car to the Company at the end of the employment contract.
5
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14.1
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The Company will provide pension insurance for the Managing Director based on the general terms and conditions, with the exception of the maximum salary, of the Metalworking Industrial Pension Fund ("Stichting Bedrijfspensioenfonds voor de MetaalElektro") as per December 2002.
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15.1
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The Managing Director will be entitled to participate in the collective health insurance taken out by the' Company with CZ Zorgverzekeraar provided he fulfils the relevant conditions. The Managing Director declares to have received a copy of the conditions of that insurance and accepts the content thereof. The insurance premiums will be borne by the Managing Director (50%) and the Company (50%). The Managing Director authorizes the Company to withhold the contribution payable by him according to the applicable wage tax requirements. The Company will arrange for payment of the full premium to the insurance Company.
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16.1
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The Company will provide disability insurance in favor of the Managing Director for the event when the Managing Director's illness or incapacity for work exceeds a period of twelve months. The Company will bear the cost for this supplementary disability insurance while it remains effective. Under the terms of this supplementary disability insurance the Managing Director will, in the event of total disablement, receive a monthly benefit equivalent to 70% of his most recent monthly salary (Including holiday allowance) less benefits payable under the Sickness Benefits Act or Disablement Benefits Act, or any benefits which may supersede these.
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18.1
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In the event of the death of the Managing Director his dependants will receive a sum equivalent to three months' salary, not including the salary payable in the month in which the employee died. Payment of the Death benefit will take place in the month following the month of death. Dependants will be deemed to be:
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a)
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the surviving spouse, if the deceased and his spouse had not been permanently separated at the time of his death;
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b)
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in the absence of the person described under a., the children or other descendants of the Managing Director in the same proportion to which they are entitled to his estate.
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20.2 Other than for the benefit of the Company and within the scope of the normal work, the Managing Director may also not copy, compile, merge, assemble or process information, products or systems of the Company or disassemble, reproduce or decompile the source code o
7
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21.1
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All intellectual property rights, including but not limited to patent rights, design rights, copyrights and related rights, database rights, trademark rights and chip rights, ensuing, in the Netherlands and abroad, from the work performed by the Managing Director under his employment contract and during a period of one year after termination thereof, will be exclusively vested in the Company. The Managing Director may not independently disclose, multiply, use, manufacture, bring on the market or sell, lease, deliver or otherwise trade, offer on behalf of any third party, or commission the registration of the results of his work.
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a.
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an urgent reason as defined in Article 7:678 of the Dutch Civil Code;
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b.
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a weighty reason under Article 7:685 of the Dutch Civil code that constitutes an urgent reason as defined in Article 7:678 of the Dutch civil code;
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9
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1.
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Cimcool Industrial Products B.V.,
a private limited liability company under the laws of the Netherlands, having its registered and business offices in the Netherlands (3134 KK) Vlaardingen at the Schiedamsedijk 20, in this matter legally represented by Ronald M. Krisanda, hereinafter referred to as
"Employer";
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2.
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Milacron LLC,
a private limited liability company under the laws of Delaware having its registered office and maintaining a place of business in the United States of America, 10200 Alliance Road, Suite 200, Cincinnati, Ohio 45242, in this matter legally represented by Thomas
J.
Goeke, hereinafter referred to as
"Milacron";
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3.
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Mr.
GERRIT HE,
residing in the Netherlands, (3961 AA) Wijk bij Duurstede, at the Dijkstraat 10, hereinafter referred to as
"Employee";
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A.
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Employee is employed by Employer in the role of Managing Director under the applicable Articles of Association (the
"Employment");
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B.
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Employer and Milacron are affiliates and they belong to the same group of companies;
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C.
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The Parties discussed Milacron's intention to appoint a Global President Cimcool and they considered Employee to carry out this role under continuation of his Employment with Employer and his role as Managing Director of Employer;
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D.
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Employer and Employee have agreed to a temporary assignment of Employee to Milacron to provide services in the role of Global President Cimcool (the "Assignment");
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D.
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The Parties wish to enter into this three-party assignment agreement, hereinafter referred to as the
"Agreement",
to confirm in writing the terms and conditions of the Assignment
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4.
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General
Description and Workplace
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5.
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Position during the Assignment
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3
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(a)
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Milacron informs Employer that they no longer wish to rely on Employee's services in the role of Global President Cimcool;
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(b)
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the Employment between Employer and Employee ends.
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1.
Data Protection
10.1. Milacron and Employer process personal data relating to the Employee within the framework of performing the Assignment and/or provisions ensuing from or in relation to the Agreement and/or the Employment between Employer and the Employee.
9
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12
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a.)
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The Employee entered into an employment contract with the Employer on I September 2000. The Employee currently holds the position of Managing Director, or Director, for Milacron B.V. Milacron Nederland B.V., Cimcool Industrial Products
13.V.,
Cimcool Europe B.V. and its branches, and Cimcool Polska;
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b.)
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Simultaneously with this Addendum, the Employee is entering into an amendment to his Employment Contract in which he will take the global role of President, Cimcool Industrial Products;
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c.)
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Parties agreed upon a target pension scheme (in Dutch:
streefregeling)
by means of an Addendum to the employment contract dated June 24, 2004 and
Pensioenbrief beschikbare premie
dated June 6, 2004 (the 'Target Scheme'), which Target Scheme is executed by Avero Achmea;
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d.)
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Given new Dutch fiscal regulations (in Dutch:
Wet Witteveen)
this Scheme is no
longer
fiscally compliant per December 31, 2014.
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6.
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Parties agree on the termination of the Employee's Target Scheme per September 30, 2016. Consequently the Target Scheme will be closed for any future pension accrual as per October 1, 2016.
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7.
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Parties agree upon a new pension plan,
i.e.
a defined contribution plan (in Dutch:
beschikbare premieregeling)
per October 1, 2016 during continued employment with Employer as advised and introduced by Adviesgroep Combined. The costs of this new pension plan will be borne by the Employer. All rights and obligations with respect to the new pension plan are laid down in the defined contribution plan, as amended from time to time, a copy of which is attached as Appendix 1.
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8.
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The Employer may amend the new pension plan— and, consequently, the pension agreement — without the Employee's consent if and insofar as it has a weighty interest in doing so that is of such a nature that the Employee's interests, insofar as they are harmed by the amendment, in all reasonableness and fairness must yield to the Employer's interest.
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4.
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The Employer shall fulfill its pension obligations under the Target Scheme on the grounds of the Dutch Pension Act
("Pensioenwet").
This includes payment of assumed 'back services' in relation to the closed Target Scheme related to the period 13 August 2003 till September 30, 2016 in the amount of EUR 308,009.31 gross (Appendix 2). Parties envisage to have payment of the assumed 'backservice' of EUR 308,009.31 gross into the closed Target Scheme or any other pension plan. If such payment into the Target Scheme or any other pension plan will not be tax facilitated under the current Dutch tax regulations, this (remaining) gross amount will be paid in cash to the Employee after withholding all necessary taxes and social security premiums. For administrative reasons, the parties envisage to have this matter settled by October 31, 2016 at the latest.
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1.
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Parties agree upon a final discharge clause stipulating that the Employer (and its affiliates) and the Employee will have no further obligations to each other on the basis of the (closed) Target Scheme and the Parties will grant each other full and final discharge in this respect.
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6.
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This Addendum constitutes the entire agreement and understanding between the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter.
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2.
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This Addendum shall be governed by and construed in accordance with the laws of the Netherlands.
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2
.
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Severance
Benefit
s
.
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(a)
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Termination for
Ca
u
se;
R
esig
n
a
ti
o
n
Without Good
R
easo
n
.
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If the
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(D)
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any Other
A
cc
rued
Co
mp
ensat
ion
an
d
Benefits.
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15.
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Nonassignability;
Binding
Agreement.
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|
||
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Date: May 2, 2019
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By:
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/s/ THOMAS GOEKE
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Thomas Goeke
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President and Chief Executive Officer
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||
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Date: May 2, 2019
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By:
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/s/ BRUCE CHALMERS
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Bruce Chalmers
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Chief Financial Officer
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||
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|
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Date: May 2, 2019
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By:
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/s/ THOMAS GOEKE
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|
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Thomas Goeke
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President and Chief Executive Officer
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Date: May 2, 2019
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By:
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/s/ BRUCE CHALMERS
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Bruce Chalmers
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Chief Financial Officer
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