QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to___________
Commission File Number: 001-38095
____________________________
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
____________________________
Delaware
46-2393770
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
800-A Beaty Street
Davidson, North Carolina28036
(Address of Principal Executive Offices) (Zip Code)
(704) 655-4000
(Registrant’s Telephone Number, Including Area Code)
____________________________
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value per share
IR
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The registrant had outstanding 417,655,630 shares of Common Stock, par value $0.01 per share, as of October 30, 2020.
In addition to historical information, this Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and “Part II. Item 1A. Risk Factors” in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2020, as such risk factors may be updated from time to time in our periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov, and also include the following:
•The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future;
•The anticipated benefits of our acquisition of the Ingersoll Rand Industrial business may not be realized fully or at all, may take longer to realize than expected and the integration process will be complex, costly and time-consuming, which could adversely affect our business, financial results and financial condition.
•We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.
•More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.
•Our revenues and operating results, especially in the High Pressure Solutions segment, depend on the level of activity in the energy industry, which is significantly affected by volatile oil and gas prices.
•Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.
•Potential governmental regulations restricting the use, and increased public attention to and litigation regarding the impacts, of hydraulic fracturing or other processes on which it relies could reduce demand for our products.
•We face competition in the markets we serve, which could materially and adversely affect our operating results.
•Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.
•Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.
•Credit and counterparty risks could harm our business.
•Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.
•The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.
•Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.
•Our success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the Company.
•If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.
•Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.
•The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.
•Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.
•A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
•Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.
•We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.
•A natural disaster, catastrophe, pandemic or other event could adversely affect our operations.
•Information systems failure may disrupt our business and result in financial loss and liability to our customers.
•The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.
•Environmental compliance costs and liabilities could adversely affect our financial condition.
•Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.
•We face risks associated with our pension and other postretirement benefit obligations.
•Our substantial indebtedness could have important adverse consequences and adversely affect our financial condition.
•We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
•Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition described above.
•The terms of the credit agreement governing the Senior Secured Credit Facilities may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
•Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
•When we utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness, we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.
•If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected.
•The Company may face risk associated with the discontinuation of and transition from currently used financial reference rates.
We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
All references to “we,” “us,” “our,” the “Company” or “Ingersoll Rand” in this Quarterly Report on Form 10-Q mean Ingersoll Rand Inc. and its subsidiaries, unless the context otherwise requires.
Website Disclosure
We use our website www.irco.com as a channel of distribution of Company information. Financial and other important information regarding us is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Ingersoll Rand Inc. when you enroll your email address by visiting the “Email Alerts” section of our website at investors.irco.com. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.
Accounts receivable, net of allowance for doubtful accounts of $66.5 and $18.4, respectively
934.6
459.1
Inventories
1,007.4
502.5
Other current assets
204.5
76.8
Total current assets
3,459.8
1,543.9
Property, plant and equipment, net of accumulated depreciation of $361.9 and $298.4, respectively
807.9
326.6
Goodwill
6,205.7
1,287.7
Other intangible assets, net
4,783.9
1,255.0
Deferred tax assets
9.6
3.0
Other assets
343.6
212.2
Total assets
$
15,610.5
$
4,628.4
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings and current maturities of long-term debt
$
40.1
$
7.6
Accounts payable
624.7
322.9
Accrued liabilities
761.0
244.1
Total current liabilities
1,425.8
574.6
Long-term debt, less current maturities
3,837.2
1,603.8
Pensions and other postretirement benefits
275.4
99.7
Deferred income taxes
905.2
251.0
Other liabilities
337.0
229.4
Total liabilities
$
6,780.6
$
2,758.5
Commitments and contingencies (Note 15)
—
—
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 419,174,020 and 206,767,529 shares issued as of September 30, 2020 and December 31, 2019, respectively
4.2
2.1
Capital in excess of par value
9,277.0
2,302.0
Accumulated deficit
(327.3)
(141.4)
Accumulated other comprehensive loss
(147.4)
(256.0)
Treasury stock at cost; 1,590,299 and 1,701,785 shares as of September 30, 2020 and December 31, 2019, respectively
(34.8)
(36.8)
Total Ingersoll Rand Inc. stockholders’ equity
$
8,771.7
$
1,869.9
Noncontrolling interests
58.2
—
Total stockholders’ equity
$
8,829.9
$
1,869.9
Total liabilities and stockholders’ equity
$
15,610.5
$
4,628.4
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; in millions, except share and per share amounts)
Note 1. Basis of Presentation and Recent Accounting Pronouncements
Basis of Presentation
On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc. The condensed consolidated financial statements as of and for the nine month period ended September 30, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition.
Ingersoll Rand Inc. is a diversified, global manufacturer of highly engineered, application-critical flow control products and provider of related aftermarket parts and services. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (SEC) Regulation S-X. In the Company’s opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. We have reclassified certain prior year amounts to conform to the current year presentation.
The results of operations for the interim periods ended September 30, 2020 are not necessarily indicative of future results. The ongoing novel Coronavirus (“COVID-19”) pandemic is a continuously evolving situation around the globe that has negatively impacted and could continue to negatively impact the global economy. The Company’s operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact its business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate extent of the spread of the disease and the duration of the outbreak and business closures or business disruptions for the Company, suppliers and customers.
Immediately prior to the acquisition of Ingersoll Rand Industrial, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) owned 70,671,135 shares of common stock of the Company or approximately 34%, of the total outstanding common stock of the Company. As of September 30, 2020, KKR owns 44,788,635 shares of common stock of the Company or approximately 11% of the total outstanding common stock of the Company.
Recently Adopted Accounting Standard Updates (“ASU”)
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40); Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancelable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company adopted this guidance prospectively on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of its disclosure framework project. The Company adopted this guidance on January 1, 2020. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which added an impairment model that is based on expected losses rather than incurred losses and is called the Current Expected Credit Losses (“CECL”) model. This impairment model is applicable to loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables as well as any other financial asset with the contractual right to receive cash. Under the new model, an allowance equal to the estimate of lifetime expected credit losses is recognized which will result in more timely loss recognition. The guidance is intended to reduce complexity by decreasing the number of credit impairment models. The Company adopted this guidance on January 1, 2020, using a modified retrospective transition method. The Company recorded a cumulative-effect adjustment on the adoption date increasing “Accumulated deficit” in the Condensed Consolidated Balance Sheets by $1.0 million and decreasing “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets by $1.0 million.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting. This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates. The guidance is effective beginning on March 12, 2020 through December 31, 2022. The Company has not utilized any of the optional expedients or exceptions available under this ASU. The Company will continue to assess whether this ASU is applicable throughout the effective period.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions and amending and clarifying existing guidance. The guidance is effective for public companies beginning with the first quarter of 2021. Early adoption is permitted. The Company is currently assessing the impact of this ASU on its condensed consolidated financial statements and evaluating the timing of adoption.
In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans.The guidance is effective for public companies beginning with its annual report for fiscal year 2020. This ASU will not have a material impact on the Company’s condensed consolidated financial statements.
Note 2. Business Combinations
Ingersoll Rand Industrial Acquisition
On February 29, 2020, Ingersoll Rand completed the acquisition of Ingersoll Rand Industrial for the total estimated purchase consideration of approximately $6,937.0 million which represents Ingersoll Rand common stock with a fair value of $6,919.5 million and the balance equal to the fair value attributable to pre-acquisition service for replacement equity awards and deferred compensation arrangements settled in shares (or valued by reference to shares) of Ingersoll Rand common stock. Ingersoll Rand Industrial is a global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services. Ingersoll Rand acquired Ingersoll Rand Industrial to extend and enhance its portfolio of products to address market opportunities in the compressor, blower, pump and other industrial product markets.
Immediately prior to the merger, Trane Technologies plc (formerly known as Ingersoll-Rand plc) (“Old IR” or “Trane Technologies”) completed a spin-off in which it distributed one share of common stock of Ingersoll-Rand Industrial US. Holdco, Inc. (“SpinCo”), par value $0.01 per share, for each share of Old IR, outstanding as of the record date for the spin-off on February 24, 2020. In accordance with the merger agreement by and among Ingersoll Rand, Old IR, SpinCo and Charm Merger Sub Inc., a wholly owned subsidiary of Ingersoll Rand (“Merger Sub”), Merger Sub merged with and into SpinCo (the “acquisition”) and each share of common stock of SpinCo, par value $0.01 per share (“SpinCo common stock”), issued and outstanding immediately prior to the acquisition was converted into the right to receive 0.8824 shares of common stock of Ingersoll Rand, par value $0.01 per share (“Ingersoll Rand common stock”). Immediately after the consummation of the acquisition, approximately 50.1% of the outstanding shares of Ingersoll Rand common stock on a fully-diluted basis was held by SpinCo stockholders and approximately 49.9% of the outstanding shares of the Company common stock on a fully-diluted basis was held by pre-acquisition Ingersoll Rand stockholders. Since Ingersoll Rand (formerly named Gardner Denver Holdings, Inc.) is the accounting acquirer, the fair value of the equity issued by Ingersoll Rand to SpinCo stockholders in the acquisition was determined by reference to the market price of Ingersoll Rand common stock. Accordingly, the purchase consideration below
reflects the estimated fair value of the Ingersoll Rand shares issued in exchange for shares of SpinCo common stock in the acquisition, which is based on the final closing price of shares of Ingersoll Rand common stock prior to the effective time of the acquisition on February 28, 2020 of $32.79 per share. The Company has incurred approximately $87.3 million in total acquisition-related costs, including $0.0 million and $42.3 million in the three and nine month periods ended September 30, 2020, respectively, and $13.6 million and $29.8 million in the three and nine month periods ended September 30, 2019, respectively. These costs are presented within “Other operating expenses, net” in the Condensed Consolidated Statements of Operations. In addition, the Company incurred $1.0 million in registration fees to issue shares for the acquisition of Ingersoll Rand Industrial. The $1.0 million reduced “Capital in excess of par value” of the Condensed Consolidated Balance Sheets.
Preliminary Purchase Price Allocation
In accordance with the FASB’s ASC 805 Business Combinations, Ingersoll Rand was determined to be the accounting acquirer. As such, Ingersoll Rand applied the acquisition method of accounting to the identifiable assets and liabilities of Ingersoll Rand Industrial, which have been measured at estimated fair value as of the date of the business combination.
Ingersoll Rand Industrial’s assets and liabilities were measured at estimated fair values at February 29, 2020, primarily using Level 3 inputs except for debt, which was measured using Level 2 inputs and noncontrolling interests, which was measured using Level 1 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date.
The following table summarizes the preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed by Ingersoll Rand, with the excess of purchase price over the fair value of Ingersoll Rand Industrial’s net assets recorded as goodwill. Due to the timing and the magnitude of the transaction and the multi-jurisdictional nature of the net assets acquired, initial accounting for the acquisition is not complete and further adjustments are expected during the measurement period. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, including the refinement of market participant assumptions and finalization of tax returns in the pre-acquisition period. The Company will reflect measurement period adjustments in the period in which the adjustments are determined.
The aggregate purchase consideration has been preliminarily allocated as follows.
Purchase Price
Estimated Fair Value, as Previously Reported
Measurement Period Adjustments(4)
Estimated Fair Value, as Adjusted
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock(1)
$
6,919.5
$
—
$
6,919.5
Fair value attributable to pre-merger service for replacement equity awards(2)
8.6
—
8.6
Fair value attributable to pre-merger service for deferred compensation plan(3)
8.9
—
8.9
Total purchase consideration
$
6,937.0
$
—
$
6,937.0
Purchase Price Allocation
Cash
$
41.3
$
(2.5)
$
38.8
Accounts receivable
579.9
5.7
585.6
Inventories
576.2
60.0
636.2
Other current assets
136.9
(20.7)
116.2
Property, plant and equipment
520.0
(1.3)
518.7
Goodwill
4,278.2
583.6
4,861.8
Intangible assets
4,501.3
(734.7)
3,766.6
Other noncurrent assets
269.8
(8.2)
261.6
Total current liabilities, including current maturities of long-term debt of $19.0 million
(830.6)
57.6
(773.0)
Deferred tax liability
(900.6)
51.3
(849.3)
Long-term debt, net of debt issuance costs and an original issue discount
(1,851.7)
—
(1,851.7)
Other noncurrent liabilities
(310.4)
9.2
(301.2)
Noncontrolling interest
(73.3)
—
(73.3)
$
6,937.0
$
—
$
6,937.0
(1)Represents the fair value of 211,023,522 shares of the Company’s common stock issued for Ingersoll Rand Industrial outstanding common stock multiplied by $32.79, the price per share of common stock as of the closing price on February 28, 2020.
(2)Represents the fair value of the replacement equity awards to the extent those related to services provided by the employee of Ingersoll Rand Industrial prior to closing. See Note 9 “Stock-Based Compensation Plan” for additional information about the replacement equity awards.
(3)Represents the fair value of the deferred compensation plan liabilities that must be settled in shares of the plan sponsor's common stock. See Note 7 “Benefit Plans” for additional information on assumed deferred compensation plan liabilities.
(4)The measurement period adjustments were to refine fair value measurements of intangible assets and carrying amounts of certain assets and liabilities, as well as adjustments to related deferred tax liabilities.
Measurement period changes did not have a material effect on Net Income or any amounts on the Condensed Consolidated Statement of Operations for the three month period ended September 30, 2020.
Summary of Significant Fair Value Methods
The methods used to determine the preliminary fair value of significant identifiable assets and liabilities included in the preliminary allocation of purchase price are discussed below. The final fair value determination may differ from this preliminary determination.
Inventories
Acquired inventory was comprised of finished goods, work in process and raw materials. The preliminary fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance
relating to the selling effort. The preliminary fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The preliminary fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value. The preliminary fair value step-up of inventory of $116.2 million is comprised of step-up of inventory measured on a First In First Out (“FIFO”) basis of $70.3 million and inventories measured on a Last In First Out (“LIFO”) basis of $45.9 million. Inventory measured on a FIFO basis was amortized to “Cost of sales” in the condensed consolidated financial statements as the inventory is sold. For inventories measured on a LIFO basis, the acquired inventory became the LIFO base layer inventory and is evaluated for lower-of-cost-or-market adjustments in subsequent periods as necessary.
Property, Plant and Equipment
The preliminary fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below.
Land and buildings
$
217.1
Machinery and equipment
257.1
Office furniture and equipment
13.4
Other
1.0
Construction in progress
30.1
Preliminary fair value of property, plant and equipment
$
518.7
Identifiable Intangible Assets
The estimated preliminary fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows.
Fair Value
Weighted Average Useful Life (Years)
Tradenames(1)
$
1,312.0
Indefinite
Developed technology(2)
236.0
7
Customer relationships(3)
2,101.0
13
Backlog(4)
81.2
<1
Other(5)
36.4
2
Preliminary fair value of identifiable intangible assets
$
3,766.6
(1)Tradenames were identified from brands of Ingersoll Rand Industrial. The preliminary fair value of tradenames were determined using a relief from royalty methodology which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets. Tradenames are expected to have an indefinite useful life.
(2)Developed technology was identified from the products of Ingersoll Rand Industrial. Preliminary fair values were determined using a relief from royalty methodology with similar methodology and assumptions as described in the tradename description above. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.
(3)Customer relationships represent the preliminary fair value of existing relationships with the Ingersoll Rand Industrial customers. Its preliminary fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The valuation includes a valuation of the assembled workforce, using the Cost Approach, for purposes of calculating contributory asset charges to be used in the Multi-Period Excess Earning Method valuations. The economic useful life was determined based on historical customer attrition rates.
(4)Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. Ingersoll Rand Industrial’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months. The preliminary fair value was determined using the Multi-Period Excess Earning Method. The economic useful life is based on the time to fulfill the outstanding order backlog obligation.
(5)Other intangible assets is primarily comprised of software.
The Company believes that the amounts of purchased intangible assets recorded represent the preliminary fair values of and approximates the amounts a market participant would pay for these intangible assets as of the acquisition date.
Leases, including lease liabilities and right-of-use (“ROU”) assets
Lease liabilities, included in “Accrued liabilities” and “Other non-current liabilities” in the Condensed Consolidated Balance Sheets, at the acquisition date, are measured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of Ingersoll Rand as if the acquired leases were new leases as of the acquisition date. ROU assets included in “Other assets” in the Condensed Consolidated Balance Sheets as of the acquisition date, are equal to the amount of the lease liability at the acquisition date adjusted for any off-market terms of the lease. The remaining lease term is based on the remaining term at the acquisition date plus any renewal or extension options that the Company is reasonably certain will be exercised.
Pension and Other Postretirement Liabilities
Ingersoll Rand recognized a pretax net liability representing the net funded status of Ingersoll Rand Industrial’s defined-benefit pension and other postretirement benefit (“OPEB”) plans. See Note 7 “Benefit Plans” for further information on the pension and OPEB arrangements.
Long-Term Debt
Ingersoll Rand Services Company incurred $1,900.0 million of indebtedness under the Credit Agreement dated as of February 28, 2020 among Ingersoll Rand Services Company, as borrower, Citibank, N.A. as administrative agent and collateral agent and the lenders party thereto (the “Senior Secured Credit Facility”) prior to the closing of the acquisition, and the indebtedness under the Senior Secured Credit Facility will mature February 28, 2027. Ingersoll Rand incurred a total of $26.9 million debt issuance costs associated with the $1,900.0 million loan under the Senior Secured Credit Facility. The $1,900.0 million of indebtedness under the Credit Agreement was reduced by a $2.4 million original issue discount.
The fair value for long term debt is determined based on the total indebtedness less debt issuance costs as the debt consummated at the time of closing of the acquisition.
Deferred Income Tax Assets and Liabilities
The acquisition was structured as a merger and therefore, the Company assumed the historical tax basis of Ingersoll Rand Industrial’s assets and liabilities. The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the acquisition in the jurisdictions in which legal title of the underlying asset or liability resides. See Note 13 “Income Taxes” for further information related to income taxes.
Noncontrolling Interests
As of the date of acquisition, Ingersoll Rand Industrial assumed a controlling interest of approximately 74% in Ingersoll-Rand India Limited. The remaining shares were owned by unaffiliated shareholders and traded on India stock exchanges, representing a noncontrolling interest. Ingersoll Rand’s preliminary fair value of noncontrolling interest is based on market quote of Indian Rupee 639.2 per share, available on the last trading day on February 28, 2020 prior to the closing date of the acquisition. Considering noncontrolling shares of 8.2 million, the preliminary fair value of noncontrolling interest is $73.3 million.
Other Assets Acquired and Liabilities Assumed (excluding Goodwill)
The Company utilized the carrying values, net of allowances, to value accounts receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the acquisition date.
Goodwill
The excess of the consideration for the acquisition over the preliminary fair value of net assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and expanded market opportunities from combining the Company’s operations with those of Ingersoll Rand Industrial. The goodwill created in the acquisition is not expected to be deductible for tax purposes and is subject to material revision as the purchase price allocation is completed. Goodwill arising from the acquisition has been allocated to the Industrial Technologies and Services, Precision and Science Technologies and Specialty Vehicle Technologies reporting segments. See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to segments.
Results of Ingersoll Rand Industrial Subsequent to the Acquisition
The operating results of Ingersoll Rand Industrial have been included in the Company’s condensed consolidated financial statements from the date of acquisition through September 30, 2020. The Company’s condensed consolidated statements of operations for the three and nine month periods ended September 30, 2020 included revenues of $854.0 million and $1,973.9 million, respectively, and net income (loss) of $51.1 million and $(18.6) million, respectively, which includes the effects of purchase accounting adjustments, primarily the amortization of intangible assets and the impacts on operating expenses of fair value adjustments to acquired inventory and property, plant and equipment.
Unaudited Pro Forma Information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Ingersoll Rand Industrial as if the acquisition had been completed on January 1, 2019. The pro forma results have been prepared for comparative purposes only and do not necessarily represent what the revenue or results of operations would have been had the acquisition been completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved.
The unaudited pro forma information includes adjustments for the preliminary purchase price allocation (including, but not limited to, amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, fair value adjustments to acquired inventories, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs, transaction costs and related tax impacts) and the alignment of accounting policies.
The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three and nine month periods ended September 30, 2020 and 2019 that are directly attributable to the acquisition.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Increase (decrease) to revenue as a result of deferred revenue fair value adjustment, net of tax
$
4.4
$
(4.3)
$
9.9
$
(12.6)
Increase (decrease) to expense as a result of inventory fair value adjustment, net of tax
—
—
(89.6)
89.6
Increase (decrease) to expense as a result of transaction costs, net of tax
—
(12.2)
(38.1)
51.8
The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company’s condensed consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2019 or of the results of the Company’s future results of operations of the combined businesses.
Ingersoll Rand and Trane Technologies plc entered into certain agreements that impact operations after the merger, including, among others, an Employee Matters Agreement, a Real Estate Matters Agreement, a Tax Matters Agreement, an Intellectual Property Matters Agreement and a Transition Services Agreement each dated February 29, 2020. The Transition Services Agreement has a term of twenty-four calendar months. Charges for services under the agreement are determined on an allocated cost basis, subject to an overall annual aggregate cap. During the three month and nine month periods ended September 30, 2020, the Company incurred expense of $8.9 million and $19.7 million, respectively, for services received under the Transition Service Agreement and related agreements.
Other Acquisitions
On September 1, 2020, the Company acquired a manufacturer of electric peristaltic pumps for cash consideration, net of cash acquired, of $15.5 million and deferred consideration of $0.9 million. The results of this business are reported within the Precision and Science Technologies segment from the date of acquisition.
Also in the third quarter, the Company acquired two sales and service businesses, one in the United States and one in Europe, in the Industrial Technologies and Services segment for cash consideration of $15.0 million and deferred consideration of $5.1 million.
The revenue and operating income included in the financial statements for these acquisitions subsequent to their date of acquisition is $4.0 million and $1.3 million, respectively.
Note 3. Restructuring
Restructuring Program 2020 to 2022
Subsequent to the acquisition of Ingersoll Rand Industrial, the Company announced a restructuring program (“2020 Plan”) to create efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. The Company expects to incur total expenses of approximately $350.0 million related to workforce reductions, lease termination costs, other facility rationalization costs and other business related transformation costs from 2020 until 2022. The Company expects to realize approximately $250.0 million in annualized cost synergies by the end of 2022. The Company continues to evaluate operating efficiencies and anticipates incurring additional costs in the coming years in connection with these activities, but is unable to estimate those amounts at this time as such plans are not yet finalized.
Through September 30, 2020, expense of $84.4 million was recognized within “Other operating expense, net” in the Condensed Consolidated Statements of Operations ($66.9 million for Industrial Technologies and Services, $5.6 million for Precision and Science Technologies, $6.1 million for High Pressure Solutions, $0.9 million for Specialty Vehicle Technologies and $4.9 million for Corporate).
The following table summarizes the activity associated with the Company’s restructuring programs for the nine month period ended September 30, 2020.
Total
Balance as of December 31, 2019
$
5.0
Charged to expense - termination benefits
72.5
Charged to expense - other (1)
4.4
Payments
(59.4)
Currency translation adjustment and other
0.4
Balance as of September 30, 2020
$
22.9
(1) Excludes $7.5 million of non-cash charges that impacted restructuring expense but not the restructuring liabilities during the nine month period ended September 30, 2020 .
Note 4. Inventories
Inventories as of September 30, 2020 and December 31, 2019 consisted of the following.
September 30, 2020
December 31, 2019
Raw materials, including parts and subassemblies
$
625.8
$
370.5
Work-in-process
97.5
47.6
Finished goods
271.1
71.4
994.4
489.5
Excess of LIFO costs over FIFO costs
13.0
13.0
Inventories
$
1,007.4
$
502.5
Approximately $481.6 million of the increase in inventories from December 31, 2019 to September 30, 2020 is related to the acquisition of Ingersoll Rand Industrial. In the nine month period ended September 30, 2020, the Company recorded non-cash adjustments of $45.9 million to reduce the carrying value of inventories acquired in the merger with Ingersoll Rand Industrial accounted for under the LIFO liquidation method, all of which was recognized in Cost of sales in the three month period ended June 30, 2020.
Note 5. Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill attributable to each reportable segment for the nine month period ended September 30, 2020 is presented in the table below.
As of September 30, 2020, goodwill included accumulated impairment losses of $343.3 million within the High Pressure Solutions segment and $220.6 million within the Industrial Technologies and Services segment.
Other Intangible Assets, Net
Other intangible assets as of September 30, 2020 and December 31, 2019 consisted of the following.
September 30, 2020
December 31, 2019
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Amortized intangible assets
Customer lists and relationships
$
3,386.4
$
(872.9)
$
2,513.5
$
1,238.7
$
(673.9)
$
564.8
Technology
276.6
(28.2)
248.4
30.2
(6.0)
24.2
Tradenames
40.7
(14.5)
26.2
40.4
(11.9)
28.5
Backlog
145.1
(121.8)
23.3
—
—
—
Other
115.2
(60.1)
55.1
64.0
(40.8)
23.2
Unamortized intangible assets
Tradenames
1,917.4
—
1,917.4
614.3
—
614.3
Total other intangible assets
$
5,881.4
$
(1,097.5)
$
4,783.9
$
1,987.6
$
(732.6)
$
1,255.0
Amortization of intangible assets is anticipated to be approximately $89.4 million in the remainder of 2020 and $330.0 million to $360.0 million from 2021 through 2025 based upon the exchange rates as of September 30, 2020.
Intangible Asset Impairment Considerations
During the third quarter, the Company developed a revised outlook that considered the impacts of the COVID-19 global pandemic and related geopolitical events on the demand for certain of our products. The Company determined that indicators of impairment existed for goodwill and indefinite-lived tradenames of certain reporting units. As of September 30, 2020, quantitative impairment tests were performed and the fair values of the reporting units and tradenames were estimated. As a result of the quantitative impairment tests of goodwill and indefinite-lived intangibles assets, we determined that the fair value of all reporting units exceeded their carrying value and therefore no impairments of goodwill were recognized. However, the Company recognized an impairment in the third quarter of 2020 of $19.9 million to reduce the carrying value of two tradenames in the Industrial Technologies and Services segment.
As of September 30, 2020, there were no other indications that the carrying value of any other intangible assets may not be recoverable. However, a prolonged adverse impact of the COVID-19 pandemic on the Company’s consolidated financial results may require an impairment charge related to one or more of these intangible assets in a future period.
Note 6. Accrued Liabilities
Accrued liabilities as of September 30, 2020 and December 31, 2019 consisted of the following.
A reconciliation of the changes in the accrued product warranty liability for the three and nine month periods ended September 30, 2020 and 2019 are as follows.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Balance at beginning of period
$
53.9
$
23.4
$
22.7
$
23.9
Product warranty accruals
10.4
8.4
21.2
23.0
Acquired warranty
—
—
31.3
—
Settlements
(11.9)
(8.6)
(22.7)
(23.7)
Charged to other accounts(1)
0.8
(0.5)
0.7
(0.5)
Balance at end of period
$
53.2
$
22.7
$
53.2
$
22.7
(1)Primarily the effects of foreign currency translation adjustments
Note 7. Benefit Plans
Acquisition of Ingersoll Rand Industrial
Defined Contribution Plans
In connection with the acquisition of Ingersoll Rand Industrial, the Company assumed liabilities for certain defined contribution plans. Most of the Ingersoll Rand Industrial employees in the U.S. are covered by a defined contribution plan. Employer contributions are determined based on criteria specific to the individual.
Pension and Other Postretirement Benefit Plans
The Company assumed liabilities for a number of pension and postretirement plans worldwide. As of the date of acquisition of Ingersoll Rand Industrial, the Company recognized the funded status of the acquired defined benefit pension plans. The funded status is the difference between the fair value of the plan assets and the projected benefit obligation. Certain Company employees participate in various other postretirement benefit plans that are sponsored by Ingersoll Rand and cover certain U.S. and non – U.S. employees. The other postretirement benefit plans are unfunded. The Company funds the other postretirement plans on a pay-as-you-go basis in the form of direct benefit payments. Other postretirement benefits are contributory with contributions adjusted for annually. Life insurance plans for retirees are primarily noncontributory.
Deferred Compensation Plans
The Company assumed liabilities for deferred compensation plans which allow certain key employees to defer a portion of their eligible compensation into a number of investment choices, including the Company’s common stock equivalents. Except with respect to the Supplemental Employee Savings Plan I and II, which plans settle all investments in cash, any amounts invested in common stock are settled in shares of Ingersoll Rand common stock at the time of distribution. All other investments are settled in cash. The portion of the acquired deferred compensation to be settled in shares is accounted for in the consideration transferred.
The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three and nine month periods ended September 30, 2020 and 2019.
Pension Benefits
Other Postretirement Benefits
U.S. Plans
Non-U.S. Plans
For the Three Month Period Ended September 30, 2020
For the Nine Month Period Ended September 30, 2020
For the Three Month Period Ended September 30, 2020
For the Nine Month Period Ended September 30, 2020
For the Three Month Period Ended September 30, 2020
For the Nine Month Period Ended September 30, 2020
Service cost
$
1.8
$
4.1
$
1.2
$
3.1
$
—
$
—
Interest cost
2.8
6.8
1.6
4.6
0.2
0.5
Expected return on plan assets
(4.0)
(9.5)
(2.8)
(8.2)
—
—
Recognition of:
Unrecognized prior service cost
—
—
—
0.1
—
—
Unrecognized net actuarial loss
—
—
0.8
2.2
—
—
$
0.6
$
1.4
$
0.8
$
1.8
$
0.2
$
0.5
Pension Benefits
Other Postretirement Benefits
U.S. Plans
Non-U.S. Plans
For the Three Month Period Ended September 30, 2019
For the Nine Month Period Ended September 30, 2019
For the Three Month Period Ended September 30, 2019
For the Nine Month Period Ended September 30, 2019
For the Three Month Period Ended September 30, 2019
For the Nine Month Period Ended September 30, 2019
Service cost
$
—
$
—
$
0.4
$
1.2
$
—
$
—
Interest cost
0.5
1.6
1.9
5.7
—
0.1
Expected return on plan assets
(0.5)
(1.6)
(2.5)
(7.7)
—
—
Recognition of:
Unrecognized prior service cost
—
—
—
0.1
—
—
Unrecognized net actuarial loss
—
0.1
0.5
1.5
—
—
$
—
$
0.1
$
0.3
$
0.8
$
—
$
0.1
The components of net periodic benefit cost other than the service cost component are included in “Other income, net” in the Condensed Consolidated Statements of Operations.
23
Note 8. Debt
Debt as of September 30, 2020 and December 31, 2019 is summarized as follows.
September 30, 2020
December 31, 2019
Short-term borrowings
$
—
$
—
Long-term debt:
Revolving credit facility, due 2024
$
—
$
—
Receivables financing agreement, due 2020
—
—
Dollar Term Loan, due 2024(1)
—
927.6
Euro Term Loan, due 2024(2)
—
673.9
Dollar Term Loan B, due 2027(3)
1,888.3
—
Dollar Term Loan, due 2027(4)
921.9
—
Euro Term Loan, due 2027(5)
700.2
—
Dollar Term Loan Series A, due 2027(6)
393.2
—
Finance leases and other long-term debt
17.5
18.0
Unamortized debt issuance costs
(43.8)
(8.1)
Total long-term debt, net, including current maturities
3,877.3
1,611.4
Current maturities of long-term debt
40.1
7.6
Total long-term debt, net
$
3,837.2
$
1,603.8
(1)The weighted-average interest rate was 4.47% for the period from January 1, 2020 through February 27, 2020.
(2)The weighted-average interest rate was 3.00%for the period from January 1, 2020 through February 27, 2020.
(3)As of September 30, 2020, this amount is presented net of unamortized discounts of $2.2 million. As of September 30, 2020, the applicable interest rate was approximately 1.90% and the weighted-average interest rate was 2.28% for the nine month period ended September 30, 2020.
(4)As of September 30, 2020, this amount is presented net of unamortized discounts of $1.1 million. As of September 30, 2020, the applicable interest rate was approximately 1.90% and the weighted average interest rate was 2.74% for the nine month period ended September 30, 2020.
(5)As of September 30, 2020, this amount is presented net of unamortized discounts of $0.8 million. As of September 30, 2020, the applicable interest rate was 2.00% and the weighted average interest rate was 2.21% for the nine month period ended September 30, 2020.
(6)As of September 30, 2020, this amount is presented net of unamortized discounts of $5.8 million. As of September 30, 2020, the applicable interest rate was approximately 2.90% and the weighted average interest rate was 2.92% for the period from June 29, 2020 through September 30, 2020.
Senior Secured Credit Facilities
The Company entered into a Senior Secured Credit Agreement (“Credit Agreement”) with UBS AG, Stamford Branch, as administrative agent, and other agents, lenders and parties thereto (the debt facilities under the Credit Agreement, the “Senior Secured Credit Facilities”) on July 30, 2013. The Company entered into Amendment No. 1 to the Credit Agreement with UBS AG, Stamford Branch, as administrative agent, and the lenders and other parties thereto on March 4, 2016 (“Amendment No. 1”), Amendment No. 2 on August 17, 2017 (“Amendment No. 2”) and Amendment No. 3 on December 13, 2018 (“Amendment No. 3”). Amendment No. 4 to the Credit Agreement, among other modifications, replaced UBS AG, as resigning agent, with Citibank, N.A. as successor agent, on June 28, 2019 (“Amendment No. 4”).
The Senior Secured Credit Facilities provided senior secured financing consisting of (i) a senior secured term loan facility denominated in U.S. dollars (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Dollar Term Loan”), (ii) a senior secured term loan facility denominated in Euros (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Euro Term Loan”) and (iii) a senior secured revolving credit facility (as refinanced and otherwise modified from time to time the “Revolving Credit Facility”). The Revolving Credit Facility is available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably accepted foreign currencies, subject to certain sublimits for the foreign currencies.
24
See Note 10 “Debt” to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2019 for further information on the amendments to the Senior Secured Credit Facilities.
On February 28, 2020, the Company entered into Amendment No. 5 to the Credit Agreement (“Amendment No. 5”). Amendment No. 5 refinanced the existing Original Dollar Term Loan and Original Euro Term Loan. The proceeds from the replacement $927.6 million Dollar Term Loan (“Dollar Term Loan”) and replacement €601.2 million Euro Term Loan (“Euro Term Loan”) were used to refinance the outstanding Original Dollar Term Loan and Original Euro Term Loan. The proceeds from the Dollar Term Loan and the Euro Term Loan were reduced by an original issue discount of $1.2 million and €0.8 million, respectively. The Euro Term Loan and Dollar Term Loan will mature on February 28, 2027. The refinancing of the Original Dollar Term Loan and the Original Euro Term Loan resulted in the write off of unamortized debt issuance costs of $2.0 million which was presented within “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations.
At the time of the acquisition of Ingersoll Rand Industrial, the Credit Agreement was amended to include an additional $1,900.0 million senior secured term loan (“Dollar Term Loan B”) by and among Ingersoll-Rand Services Company, as the borrower, the lenders party thereto and Citi, as the administrative agent. Further, Ingersoll-Rand Services Company, the borrower with respect to the Dollar Term Loan B, was designated as an additional borrower under the Credit Agreement. The Dollar Term Loan B and the Dollar Term Loan and the Euro Term Loan have guarantees from the same credit parties and are secured by the same collateral. The Dollar Term Loan B will mature on February 28, 2027. The proceeds from the $1,900.0 million Dollar Term Loan B were reduced by a $2.4 million original issue discount.
On February 29, 2020, the aggregate amount of the Revolving Credit Facility increased to $1,000.0 million and the capacity under the Revolving Credit Facility to issue letters of credit increased to $400.0 million.
On June 29, 2020, the Company entered into Amendment No. 6 to the Credit Agreement (“Amendment No. 6”). Amendment No. 6 (i) provided for $400.0 million of incremental term loans (“Dollar Term Loan Series A”), reduced by an original issue discount of $6.0 million, and (ii) established an increase of $100.0 million to the Revolving Credit Facility, bringing the total sum of the Revolving Credit Facility to $1,100.0 million. No specific use of proceeds arising from Amendment No. 6 has been identified. The proceeds are expected to be used for general business purposes, including providing incremental liquidity in the event of a prolonged adverse impact of the COVID-19 pandemic.
As of September 30, 2020, the aggregate amount of commitments under the Revolving Credit Facility was $1,100.0 million and the capacity under the Revolving Credit Facility to issue letters of credit was $400.0 million. As of September 30, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility, outstanding letters of credit under the Revolving Credit Facility of $103.0 million and unused availability under the Revolving Credit Facility of $997.0 million.
Interest Rates and Fees
Borrowings under the Dollar Term Loan, Dollar Term Loan B, Dollar Term Loan Series A, and Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) the greater of LIBOR for the relevant interest period or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin or (b) a base rate (the “Base Rate”) equal to the highest of (1) the rate of interest publicly announced by the administrative agent as its prime rate in effect at its principal office, (2) the federal funds effective rate plus 0.50%, (3) LIBOR for an interest period of one month, adjusted for statutory reserve requirements, plus 1.00% and (4) 1.00%, in each case, plus an applicable margin. Borrowings under the Euro Term Loan bear interest at a rate equal to the greater of LIBOR for the relevant interest period, or 0.00% per annum, in each case adjusted for statutory reserve requirements, plus an applicable margin. The applicable margin for (i) the Dollar Term Loan is 1.75% for LIBOR loans and 0.75% for base rate loans, (ii) the Dollar Term Loan B is 1.75% for LIBOR loans and 0.75% for base rate loans, (iii) the Dollar Term Loan Series A is 2.75% for LIBOR loans and 1.75% for base rate loans, (iv) the Revolving Credit Facility is 2.00% for LIBOR loans and 1.00% for Base Rate loans and (v) the Euro Term Loan is 2.00% for LIBOR loans.
In addition to interest payments on outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee of 0.375% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee reduces to 0.25% or 0.125% upon the achievement of a Level I or Level II status, respectively. Level I status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio (as defined in the Senior Secured Credit Facilities) is less than or equal to 1.75 to 1.00. Level II status means that the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 1.50 to 1.00. The Company must also pay customary letter of credit fees.
25
Prepayments
The Senior Secured Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of annual excess cash flow (as defined in the Senior Credit Facilities) commencing with the fiscal year ending December 31, 2021 (which percentage will be reduced to 25% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), (ii) 100% of the net cash proceeds of non-ordinary asset sales or other dispositions of property, subject to reinvestment rights (which percentage will be reduced to 50% if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00 and which prepayment will not be required if the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio is less than or equal to 2.00 to 1.00), and (iii) 100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the Credit Agreement.
The mandatory prepayments will be applied to the scheduled installments of principal of the term loans in direct order of maturity.
The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, subject to certain customary conditions, including reimbursements of the lenders’ redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period, provided that (i) any voluntary prepayment of the Dollar Term Loan, the Dollar Term Loan B or the Euro Term Loan prior to August 28, 2020, in connection with a repricing transaction shall be subject to a prepayment premium of 1.00% of the principal amount so prepaid and (ii) any voluntary prepayment of Dollar Term Loan Series A prior to December 29, 2020, in connection with a repricing transaction shall be subject to a prepayment premium of 1.00% of the principal amount so prepaid.
Amortization and Final Maturity
The Dollar Term Loan, Dollar Term Loan B, Dollar Term Loan Series A, and Euro Term Loan amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of such term loan, with the balances payable on February 28, 2027.
Guarantee and Security
All obligations of the borrowers under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company and all of its material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees are not permitted by law, regulation or contract or would result in adverse tax consequences.
All obligations of the borrowers under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrowers and each guarantor, including but not limited to: (i) a perfected pledge of the capital stock issued by the borrowers and each subsidiary guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrowers and the guarantors (subject to certain exceptions and exclusions). The obligations of the non-U.S. borrowers are secured by certain assets in jurisdictions outside of the United States.
Certain Covenants and Events of Default
The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional indebtedness and guarantee indebtedness; create or incur liens; engage in mergers or consolidations; sell, transfer or otherwise dispose of assets; create limitations on subsidiary distributions; pay dividends and distributions or repurchase its own capital stock; and make investments, loans or advances, prepayments of junior financings, or other restricted payments.
The Revolving Credit Facility requires that, if the sum of the aggregate principle amount of all borrowings under the Revolving Credit Facility and non-cash collateralized letters of credit outstanding under the Revolving Credit Facility (less the amount of letters of credit outstanding as of June 28, 2019) exceeds 40% of the commitments under the Revolving Credit Facility, the Company’s Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio shall not exceed 6.25 to 1.00 as of the last day of the fiscal quarter.
The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default.
26
Receivables Financing Agreement
On February 27, 2020, Gardner Denver, Inc., as initial servicer, Gardner Denver Finance II LLC, as borrower, and PNC Bank, National Association as lender, LC participant, LC bank, and administrative agent, entered into the third amendment (the “Third Amendment”) to the Receivables Financing Agreement dated as of May 17, 2016. Among other changes, the Third Amendment extended the scheduled termination date of the Receivables Financing Agreement from September 30, 2020 to December 31, 2020 and amended the definition of “Change of Control” to (i) remove the requirement that certain specified equity holders maintain a minimum ownership level of the outstanding voting stock of the Company, (ii) increase the threshold at which the acquisition of ownership by a person, entity or group of other equity holders constitutes a “Change of Control” and (iii) make certain other technical changes and updates.
On August 13, 2020, the Company terminated the Receivables Financing Agreement with PNC Bank, National Association. As part of the termination, the Company paid all outstanding liabilities, obligations, and other indebtedness under the Receivables Financing Agreement.
Note 9. Stock-Based Compensation
The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (“2017 Plan”) as described in Note 17, “Stock-Based Compensation Plans” to the consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2019.
Acquisition of Ingersoll Rand Industrial
As of the acquisition date of February 29, 2020, Ingersoll Rand Industrial employees’ unvested equity awards and a limited number of vested awards were converted into equity awards denominated in shares of the Company’s common stock based on a defined exchange ratio. Ingersoll Rand Industrial employees’ equity awards were converted into Ingersoll Rand stock options and restricted stock units.
For converted restricted stock units, the fair value of the equity award is based on the market price of the common stock on the grant date. The replacement restricted stock units will generally be governed by the same terms and conditions as those applicable prior to the acquisition. The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred. The remaining portion of the fair value is associated with future service and will be recognized as compensation expense over the vesting period.
For converted stock options, the exercise price per share of the converted award was equal to the exercise price per share of the stock option award immediately prior to the completion of the acquisition divided by the exchange ratio. The replacement options will generally be governed by the same terms and conditions as those applicable prior to the acquisition. The portion of fair value of the replacement awards related to services provided prior to the acquisition was accounted for as consideration transferred. The remaining portion of fair value is associated with future service and will be recognized as compensation expense over the vesting period. The fair value of stock options that the Company assumed in connection with the acquisition of Ingersoll Rand Industrial was estimated using the Black-Scholes model with the following assumptions.
Converted Stock Option Awards Assumptions
Expected life of options (in years)
2.0 - 3.6
Risk-free interest rate
0.9
%
Assumed volatility
34.2
%
Expected dividend rate
0.0
%
Stock-Based Compensation
For the three month periods ended September 30, 2020 and 2019, the Company recognized stock-based compensation expense (benefit) of approximately $12.8 million and $(0.2) million, respectively. For the nine month periods ended September 30, 2020 and 2019, the Company recognized stock-based compensation expense of approximately $29.0 million and $13.4 million, respectively. These costs are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.
As of September 30, 2020, there was $195.1 million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards.
The Company’s stock-based compensation awards are typically granted in the first quarter of the year and primarily consist of stock options, restricted stock units and, commencing in 2020, performance share units. Eligible employees were also granted restricted stock units, during the three months ended September 30, 2020, that vest ratably over two years, subject to the passage of time and the employee's continued employment during such period. In some instances, such as death, awards may vest concurrently with or following an employee's termination.
Stock Option Awards
Stock options are granted to employees with an exercise price equal to the fair value of the Company’s per share common stock on the date of grant. Stock option awards typically vest over four or five years and expire ten years from the date of grant.
A summary of the Company’s stock option (including SARs) activity for the nine month period ended September 30, 2020 is presented in the following table (underlying shares in thousands).
Shares
Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2019
8,028
$
14.14
Converted Ingersoll Rand Industrial stock options
985
24.72
Granted
1,460
24.77
Exercised or settled
(1,492)
9.63
Forfeited
(195)
26.20
Expired
(13)
30.85
Stock options outstanding as of September 30, 2020
8,773
17.57
Vested as of September 30, 2020
5,350
12.25
The following assumptions were used to estimate the fair value of options granted (excluding previously disclosed converted awards) during the nine month periods ended September 30, 2020 and 2019 using the Black-Scholes option-pricing model.
For the Nine Month Period Ended September 30,
Assumptions
2020
2019
Expected life of options (in years)
6.3
6.3
Risk-free interest rate
0.4% - 1.5%
2.4% - 2.6%
Assumed volatility
24.6% - 41.1%
30.7% - 31.8%
Expected dividend rate
0.0
%
0.0
%
Restricted Stock Unit Awards
Restricted stock units are granted to employees and non-employee directors based on the market price of the Company’s common stock on the grant date and recognized in compensation expense over the vesting period. A summary of the Company’s restricted
stock unit activity for the nine month period ended September 30, 2020 is presented in the following table (underlying shares in thousands).
Shares
Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2019
719
$
29.31
Converted Ingersoll Rand Industrial restricted stock units
305
33.06
Granted
5,009
33.31
Vested
(234)
29.36
Forfeited
(107)
30.48
Non-vested as of September 30, 2020
5,692
33.01
Performance Share Unit Awards
Performance share units are granted to employees and are subject to a three years performance period. The number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period. The Monte Carlo simulation pricing model for the fiscal year 2020 grants utilized the following assumptions: (i) expected term of 2.82 years (equal to the remaining performance measurement period at the grant date), (ii) volatility of 35.2%, (iii) risk-free interest rate of 0.5% and (iv) expected dividend rate of 0.0%. Compensation expense is recognized based on the grant date fair value.
A summary of the Company’s performance stock unit activity for the nine month period ended September 30, 2020 is presented in the following table (underlying shares in thousands).
Shares
Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2019
—
$
—
Granted
302
29.72
Forfeited
(32)
29.72
Non-vested as of September 30, 2020
270
29.72
Note 10. Accumulated Other Comprehensive Income (Loss)
The Company’s other comprehensive income (loss) consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on intercompany notes of a long-term nature and certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swaps), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 7 “Benefit Plans” and Note 11 “Hedging Activities and Fair Value Measurements.”
The before tax income (loss) and related income tax effect are as follows.
For the Three Month Period Ended September 30, 2020
For the Nine Month Period Ended September 30, 2020
Before-Tax Amount
Tax Benefit or (Expense)
Net of Tax Amount
Before-Tax Amount
Tax Benefit or (Expense)
Net of Tax Amount
Foreign currency translation adjustments, net
$
135.3
$
7.3
$
142.6
$
87.6
$
7.7
$
95.3
Unrecognized gains on cash flow hedges, net
5.5
(1.3)
4.2
14.3
(3.4)
10.9
Pension and other postretirement benefit prior service cost and gain or loss, net
(1.6)
0.6
(1.0)
2.3
0.1
2.4
Other comprehensive income
$
139.2
$
6.6
$
145.8
$
104.2
$
4.4
$
108.6
For the Three Month Period Ended September 30, 2019
For the Nine Month Period Ended September 30, 2019
Before-Tax Amount
Tax Benefit or (Expense)
Net of Tax Amount
Before-Tax Amount
Tax Benefit or (Expense)
Net of Tax Amount
Foreign currency translation adjustments, net
$
(42.0)
$
(6.8)
$
(48.8)
$
(46.0)
$
(9.3)
$
(55.3)
Unrecognized gains on cash flow hedges, net
4.3
(1.0)
3.3
4.9
(0.2)
4.7
Pension and other postretirement benefit prior service cost and gain or loss, net
2.3
(0.4)
1.9
3.8
(0.5)
3.3
Other comprehensive loss
$
(35.4)
$
(8.2)
$
(43.6)
$
(37.3)
$
(10.0)
$
(47.3)
The tables above include only the other comprehensive income (loss), net of tax, attributable to Ingersoll Rand Inc. Other comprehensive income (loss), net, attributable to noncontrolling interest holders was $3.8 million and $(1.6) million for the three and nine months ended September 30, 2020, respectively, and related entirely to foreign currency translation adjustments.
On January 1, 2019, the Company adopted ASU 2018-2 which reclassified stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income (loss) to retained earnings (deficit). The Company recorded a cumulative-effect adjustment which increased “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheet by $8.2 million.
Changes in accumulated other comprehensive income (loss) by component for the nine month periods ended September 30, 2020 and 2019 are presented in the following table(1).
Foreign Currency Translation Adjustments, Net
Unrecognized Gains (Losses) on Cash Flow Hedges
Pension and Other Postretirement Benefit Plans
Total
Balance as of December 31, 2019
$
(193.6)
$
(10.9)
$
(51.5)
$
(256.0)
Other comprehensive income (loss) before reclassifications
95.3
(3.0)
0.7
93.0
Amounts reclassified from accumulated other comprehensive income (loss)
Other comprehensive income (loss) before reclassifications
(55.3)
(4.6)
2.0
(57.9)
Amounts reclassified from accumulated other comprehensive income (loss)
—
9.3
1.3
10.6
Other comprehensive income (loss)
(55.3)
4.7
3.3
(47.3)
Cumulative effect adjustment upon adoption of new accounting standard (ASU 2018-02)
(1.5)
(6.7)
—
(8.2)
Balance as of September 30, 2019
$
(247.4)
$
(13.4)
$
(41.7)
$
(302.5)
(1)All amounts are net of tax. Amounts in parentheses indicate debits.
Reclassifications out of accumulated other comprehensive income (loss) for the nine month periods ended September 30, 2020 and 2019 are presented in the following table.
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Details about Accumulated Other Comprehensive Income (Loss) Components
For the Nine Month Period Ended September 30, 2020
Affected Line(s) in the Statement Where Net Income is Presented
2020
2019
Loss on cash flow hedges (interest rate swaps)
$
18.5
$
12.3
Interest expense
Benefit for income taxes
(4.6)
(3.0)
Benefit for income taxes
Loss on cash flow hedges (interest rate swaps), net of tax
$
13.9
$
9.3
Amortization of defined benefit pension and other postretirement benefit items(1)
$
2.3
$
1.7
Cost of sales and Selling and administrative expenses
Benefit for income taxes
(0.6)
(0.4)
Benefit for income taxes
Amortization of defined benefit pension and other postretirement benefit items, net of tax
$
1.7
$
1.3
Total reclassifications for the period, net of tax
$
15.6
$
10.6
(1)These components are included in the computation of net periodic benefit cost. See Note 7 “Benefit Plans” for additional details.
Note 11. Hedging Activities and Fair Value Measurements
Hedging Activities
The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (“derivatives”), including foreign currency forward contracts and interest rate swaps, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates and foreign currency exchange rates can be volatile, and the Company’s risk management activities do not totally eliminate these risks. Consequently, these fluctuations could have a significant effect on the Company’s financial results.
The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by using pay-fixed interest rate swaps, from time to time, as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions.
A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. Other than the USD, the EUR, GBP, Chinese Renminbi and Indian rupee are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S. subsidiaries’ assets, liabilities and earnings into USD. The Company has certain U.S. subsidiaries borrow in currencies other than the USD.
The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances at least quarterly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year.
Derivative Instruments
The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019.
September 30, 2020
Derivative Classification
Notional Amount (1)
Fair Value (1) Other Current Assets
Fair Value (1) Other Assets
Fair Value (1) Accrued Liabilities
Fair Value (1) Other Liabilities
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards
Fair Value
248.1
3.3
—
—
—
Foreign currency forwards
Fair Value
47.6
—
—
0.6
—
December 31, 2019
Derivative Classification
Notional Amount (1)
Fair Value (1) Other Current Assets
Fair Value (1) Other Assets
Fair Value (1) Accrued Liabilities
Fair Value (1) Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts
Cash Flow
$
825.0
$
—
$
—
$
13.1
$
—
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards
Fair Value
55.2
0.5
—
—
—
Foreign currency forwards
Fair Value
106.9
—
—
0.5
—
(1)Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.
Losses on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2020 and 2019 are as presented in the table below.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Interest rate swap contracts
Loss recognized in AOCI on derivatives
$
(0.1)
$
(0.4)
$
(4.4)
$
(7.4)
Loss reclassified from AOCI into income (effective portion)(1)
(5.3)
(4.7)
(18.5)
(12.3)
(1)Losses on derivatives reclassified from accumulated other comprehensive income (“AOCI”) into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.
As of September 30, 2020, the Company has no interest rate swap contracts. Our previous interest rate swap contracts expired during the three months ended September 30, 2020 and the remaining amounts in AOCI were reclassified to Interest expense
during the same period. The Company’s LIBOR-based variable rate borrowings outstanding as of September 30, 2020 were $3,212.5 million and €598.2 million.
The Company had nine foreign currency forward contracts outstanding as of September 30, 2020 with notional amounts ranging from $9.3 million to $75.9 million. These contracts are used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of these contracts generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets. The amount available to be netted is not material.
The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency losses for the three and nine month periods ended September 30, 2020 and 2019 were as follows.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Foreign currency forward contracts gains (losses)
$
9.1
$
(5.9)
$
7.0
$
(9.7)
Total foreign currency transaction losses, net
(6.2)
0.6
(14.0)
(3.1)
The Company has a significant investment in consolidated subsidiaries with functional currencies other than the USD, particularly the EUR. On August 17, 2017, the Company designated its €615.0 million Original Euro Term Loan as a hedge of the Company’s net investment in subsidiaries with EUR functional currencies until it was extinguished and replaced on February 28, 2020 by a €601.2 million Euro Term Loan, further described in Note 8 “Debt”. As of September 30, 2020, the Euro Term Loan of €598.2 million remained designated.
The Company’s gains (losses), net of income tax, associated with changes in the value of debt for the three and nine month periods ended September 30, 2020 and 2019 were as follows.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Gain, net of income tax, recorded through other comprehensive income
$
21.9
$
21.6
$
22.8
$
26.3
The net balance of such gains (losses) included in accumulated other comprehensive income (loss) as of September 30, 2020 and 2019 was $53.0 million and $82.8 million, respectively.
For the periods presented, all cash flows associated with derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.
Fair Value Measurements
A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the
use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows.
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.
Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019.
September 30, 2020
Level 1
Level 2
Level 3
Total
Financial Assets
Foreign currency forwards(1)
$
—
$
3.3
$
—
$
3.3
Trading securities held in deferred compensation plan(2)
7.7
—
—
7.7
Total
$
7.7
$
3.3
$
—
$
11.0
Financial Liabilities
Foreign currency forwards(1)
$
—
$
0.6
$
—
$
0.6
Deferred compensation plans(2)
20.9
—
—
20.9
Total
$
20.9
$
0.6
$
—
$
21.5
December 31, 2019
Level 1
Level 2
Level 3
Total
Financial Assets
Foreign currency forwards(1)
$
—
$
0.5
$
—
$
0.5
Trading securities held in deferred compensation plan(2)
7.3
—
—
7.3
Total
$
7.3
$
0.5
$
—
$
7.8
Financial Liabilities
Foreign currency forwards(1)
$
—
$
0.5
$
—
$
0.5
Deferred compensation plan(2)
7.3
—
—
7.3
Interest rate swaps(3)
—
13.1
—
13.1
Total
$
7.3
$
13.6
$
—
$
20.9
(1)Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.
(2)Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method.
(3)Measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curves as of the end of the respective period. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.
Goodwill and Other Intangible Assets
Certain of our non-financial assets are subject to impairment analysis, including indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually. Any resulting impairment would require that the asset be recorded at its fair value. At December 31, 2019, we did not have any significant non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis. Refer to Note 5 for further discussion pertaining to our annual and interim evaluation
of goodwill and other intangible assets for impairment, including the intangible asset impairment charge recognized during the three and nine months ended September 30, 2020.
Note 12. Revenue from Contracts with Customers
Overview
The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts, liquidated damages, etc., which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates.
The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered.
The Company has certain long duration engineered to order (“ETO”) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.
Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. In the event a contract modification is for goods or services that are not distinct in the contract, and therefore, form part of a single performance obligation that is partially satisfied as of the modification date, the effect of the contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized on a cumulative catch-up basis.
Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are generally due at either collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.
The following tables provide disaggregated revenue by reportable segment for the three month periods ended September 30, 2020 and 2019.
For the Three Month Period Ended September 30, 2020
Industrial Technologies and Services
Precision and Science Technologies
High Pressure Solutions
Specialty Vehicle Technologies
Total
Primary Geographic Markets
United States
$
323.0
$
82.2
$
19.1
$
167.3
$
591.6
Other Americas
80.1
12.5
7.7
9.5
109.8
Total Americas
403.1
94.7
26.8
176.8
701.4
EMEAI
277.7
76.7
4.1
8.5
367.0
Asia Pacific
221.8
38.5
0.8
5.7
266.8
Total
$
902.6
$
209.9
$
31.7
$
191.0
$
1,335.2
Product Categories
Original equipment
$
528.3
$
179.4
$
4.5
$
133.5
$
845.7
Aftermarket
374.3
30.5
27.2
57.5
489.5
Total
$
902.6
$
209.9
$
31.7
$
191.0
$
1,335.2
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
$
816.7
$
209.9
$
31.7
$
184.0
$
1,242.3
Revenue recognized over time(2)
85.9
—
—
7.0
92.9
Total
$
902.6
$
209.9
$
31.7
$
191.0
$
1,335.2
For the Three Month Period Ended September 30, 2019
Industrial Technologies and Services
Precision and Science Technologies
High Pressure Solutions
Specialty Vehicle Technologies
Total
Primary Geographic Markets
United States
$
125.3
$
31.0
$
82.9
$
—
$
239.2
Other Americas
29.2
10.4
11.0
—
50.6
Total Americas
154.5
41.4
93.9
—
289.8
EMEAI
183.5
28.1
4.8
—
216.4
Asia Pacific
77.3
11.9
1.3
—
90.5
Total
$
415.3
$
81.4
$
100.0
$
—
$
596.7
Product Categories
Original equipment
$
280.1
$
78.4
$
8.0
$
—
$
366.5
Aftermarket
135.2
3.0
92.0
—
230.2
Total
$
415.3
$
81.4
$
100.0
$
—
$
596.7
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
$
381.7
$
81.4
$
100.0
$
—
$
563.1
Revenue recognized over time(2)
33.6
—
—
—
33.6
Total
$
415.3
$
81.4
$
100.0
$
—
$
596.7
(1)Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when product delivery has occurred and services have been rendered.
(2)Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.
The following tables provide disaggregated revenue by reportable segment for the nine month periods ended September 30, 2020 and 2019.
For the Nine Month Period Ended September 30, 2020
Industrial Technologies and Services
Precision and Science Technologies
High Pressure Solutions
Specialty Vehicle Technologies
Total
Primary Geographic Markets
United States
$
789.9
$
215.2
$
117.1
$
432.1
$
1,554.3
Other Americas
195.9
27.3
18.5
26.3
268.0
Total Americas
985.8
242.5
135.6
458.4
1,822.3
EMEAI
725.4
181.3
10.5
20.7
937.9
Asia Pacific
525.0
94.7
3.4
16.2
639.3
Total
$
2,236.2
$
518.5
$
149.5
$
495.3
$
3,399.5
Product Categories
Original equipment
$
1,333.5
$
447.5
$
20.5
$
366.2
$
2,167.7
Aftermarket
902.7
71.0
129.0
129.1
1,231.8
Total
$
2,236.2
$
518.5
$
149.5
$
495.3
$
3,399.5
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
2,026.3
$
518.5
$
149.5
$
481.3
$
3,175.6
Revenue recognized over time(2)
$
209.9
—
—
14.0
223.9
Total
$
2,236.2
$
518.5
$
149.5
$
495.3
$
3,399.5
For the Nine Month Period Ended September 30, 2019
Industrial Technologies and Services
Precision and Science Technologies
High Pressure Solutions
Specialty Vehicle Technologies
Total
Primary Geographic Markets
United States
$
370.9
$
107.9
$
303.6
$
—
$
782.4
Other Americas
94.2
12.5
33.9
—
140.6
Total Americas
465.1
120.4
337.5
—
923.0
EMEAI
553.4
84.2
12.5
—
650.1
Asia Pacific
229.5
38.1
5.4
—
273.0
Total
$
1,248.0
$
242.7
$
355.4
$
—
$
1,846.1
Product Categories
Original equipment
$
843.6
$
234.9
$
57.3
$
—
$
1,135.8
Aftermarket
404.4
7.8
298.1
—
710.3
Total
$
1,248.0
$
242.7
$
355.4
$
—
$
1,846.1
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
1,155.5
$
242.7
$
355.4
$
—
$
1,753.6
Revenue recognized over time(2)
$
92.5
—
—
—
92.5
Total
$
1,248.0
$
242.7
$
355.4
$
—
$
1,846.1
(1)Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when product delivery has occurred and services have been rendered.
(2)Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.
Performance Obligations
The majority of the Company’s contracts have a single performance obligation as the promise to transfer goods and/or services. For contracts with multiple performance obligations, the Company utilizes observable prices to determine standalone selling price
or cost plus margin if a standalone price is not available. The Company has elected to account for shipping and handling activities as fulfillment costs and not a separate performance obligation. If control transfers and related revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued.
The Company’s primary performance obligations include delivering standard or configured to order (“CTO”) goods to customers, designing and manufacturing a broad range of equipment customized to a customer’s specifications in ETO arrangements, rendering of services (maintenance and repair contracts), and certain extended or service type warranties. For incidental items that are immaterial in the context of the contract, costs are expensed as incurred or accrued at delivery.
As of September 30, 2020, for contracts with an original duration greater than one year, the Company expects to recognize revenue in the future related to unsatisfied (or partially satisfied) performance obligations of $388.4 million in the next twelve months and $303.1 million in periods thereafter. The performance obligations that are unsatisfied (or partially satisfied) are primarily related to orders for goods or services that were placed prior to the end of the reporting period and have not been delivered to the customer, on-going work on ETO contracts where revenue is recognized over time and service contracts with an original duration greater than one year.
Contract Balances
The following table provides the contract balances as of September 30, 2020 and December 31, 2019 presented in the Condensed Consolidated Balance Sheets.
September 30, 2020
December 31, 2019
Accounts receivable
$
934.6
$
459.1
Contract assets
53.0
29.0
Contract liabilities
168.8
51.7
Accounts receivable – Amounts due where the Company’s right to receive cash is unconditional. Customer receivables are recorded at face amount less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for expected losses as a result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of customer receivables that may not be collected in the future and records the appropriate provision. As of September 30, 2020, approximately $596.5 million of the increase in accounts receivable related to the acquisition of Ingersoll Rand Industrial. In the nine month period ended September 30, 2020, the Company increased its allowance for doubtful accounts by $12.5 million in response to a filing for Chapter 11 bankruptcy protection of a customer in the High Pressure Solutions segment.
Contract assets – The Company’s rights to consideration for the satisfaction of performance obligations subject to constraints apart from timing. Contract assets are transferred to receivables when the right to collect consideration becomes unconditional. Contract assets are presented net of progress billings and related advances from customers. As of September 30, 2020, approximately $19.8 million increase in contract assets related to the acquisition of Ingersoll Rand Industrial.
Contract liabilities – Advance payments received from customers for contracts for which revenue is not yet recognized. Contract liability balances are generally recognized in revenue within twelve months. As of September 30, 2020, approximately $109.1 million increase in contract liabilities receivable related to the acquisition of Ingersoll Rand Industrial.
Contract assets and liabilities are reported in the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Contract assets and liabilities are presented net on a contract level, where required.
Payments from customers are generally due 30-60 days after invoicing. Invoicing for sales of standard products generally coincides with shipment or delivery of goods. Invoicing for CTO and ETO contracts typically follows a schedule for billing at contractual milestones. Payment milestones normally include down payments upon the contract signing, completion of product design, completion of customer’s preliminary inspection, shipment or delivery, completion of installation, and customer’s on-site inspection. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets.
The Company has elected the practical expedient from ASC 606-10-32-18 and does not adjust the transaction price for the effects of a financing component if, at contract inception, the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
Note 13. Income Taxes
The following table summarizes the Company’s provision for income taxes and effective income tax provision rate for the three and nine month periods ended September 30, 2020 and 2019.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Income (loss) before income taxes
$
48.1
$
50.3
$
(128.3)
$
162.6
Provision for income taxes
$
18.2
$
9.0
$
55.2
$
29.2
Effective income tax provision rate
37.8
%
17.9
%
(43.0
%)
18.0
%
The increase in the provision for income taxes and increase in the effective income tax provision rate for the three month period ended September 30, 2020 when compared to the same three month period of 2019 is primarily due to a reduction in the pre-tax book income in jurisdictions with lower effective tax rates combined with significant earnings in jurisdictions with higher tax rates.
The increase in the provision for income taxes and decrease in the effective income tax provision rate for the nine month period ended September 30, 2020 when compared to the same nine month period of 2019 is primarily due to a reduction in the pre-tax book income in jurisdictions with lower effective tax rates combined with significant earnings in jurisdictions with higher tax rates. The reduction in pre-tax book income is mainly from the COVID-19 global pandemic, transaction costs associated with the acquisition, and amortization and depreciation expenses associated with the purchase price step up adjustments.
Note 14. Other Operating Expense, Net
The components of “Other operating expense, net” for the three month and nine month periods ended September 30, 2020 and 2019 were as follows.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Other Operating Expense, Net
Foreign currency transaction losses (gains), net
$
6.2
$
(0.6)
$
14.0
$
3.1
Restructuring charges, net (1)
12.2
8.1
84.4
10.9
Shareholder litigation settlement recoveries (2)
—
—
—
(6.0)
Acquisition related expenses and non-cash charges (3)
9.0
15.3
77.0
34.1
Other, net
0.6
0.1
3.2
1.0
Total other operating expense, net
$
28.0
$
22.9
$
178.6
$
43.1
(1)See Note 3 “Restructuring.”
(2)Represents an insurance recovery of the Company’s shareholder litigation settlement in 2014.
(3)Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments.
Note 15. Contingencies
The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. For further description of the
Company’s contingencies, reference is made to Note 20, “Contingencies” in the notes to consolidated financial statements in the Company’s 2019 Form 10-K.
The Company is still assessing its liabilities for various legal proceedings, lawsuits and administrative actions, including future asbestos and silica-related lawsuits and environmental matters, assumed in the acquisition of Ingersoll Rand Industrial. The Company does not expect these exposures to materially adversely affect its operations, financial condition, liquidity or competitive position.
Asbestos and Silica Related Litigation
The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity. “Accrued liabilities” and “Other liabilities” of the Condensed Consolidated Balance Sheets include a total litigation reserve of $113.4 million and $118.1 million as of September 30, 2020 and December 31, 2019, respectively, with regards to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity.
The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $122.4 million as of September 30, 2020 and December 31, 2019, respectively, which was included in “Other assets” in the Condensed Consolidated Balance Sheets. The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions.
Environmental Matters
The Company has been identified as a potentially responsible party (“PRP”) with respect to several sites designated for cleanup under U.S. federal “Superfund” or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. The Company has undiscounted accrued liabilities of $8.9 million and $6.6 million as of September 30, 2020 and December 31, 2019, respectively, on its Condensed Consolidated Balance Sheets to the extent costs are known or can be reasonably estimated for its remaining financial obligations in relation to environmental matters and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters.
Note 16. Segment Results
Effective immediately upon the closing of the Ingersoll Rand Industrial acquisition, the Company operated with four reportable segments. As a result of these changes, information that the Company’s chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, for periods subsequent to February 29, 2020, the Company reports its financial performance based on its new segments. The Company recasted certain prior period amounts to conform to the revised segment reporting structure. A description of the Company’s four reportable segments, including the specific products manufactured and sold is presented below.
In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compression and vacuum equipment as well as fluid transfer equipment, loading systems, power tools and lifting equipment. The Company’s compression and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. The Company’s power tools and lifting equipment are used by customers in industrial manufacturing, vehicle maintenance, energy and other markets for precision fastening, bolt removal, grinding, sanding, drilling, demolition and the safe and efficient
lifting, positioning and movement of loads. The Company sells its products primarily through independent distributors worldwide and also sells directly to the customer.
In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets. The Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air and gas management and others. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers (“OEM”) who integrate the Company’s products into their devices and systems.
In the High Pressure Solutions segment, the Company designs, manufactures, markets and services a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services. The Company’s positive displacement pump offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated consumables used in the operation of our pumps and aftermarket parts, consumables and services. The products we sell into upstream energy applications are highly aftermarket-intensive and so we support these products in the field with one of the industry’s most comprehensive service networks. The Company’s customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and plays in the North American land market. The Company is one of the leading suppliers in these upstream energy applications and has long-standing customer relationships.
In the Specialty Vehicle Technologies segment, the Company designs, manufactures and markets Club Car ® golf, utility and consumer low-speed vehicles. The Company has a long-standing track record as a leading premium manufacturer with strong brand recognition. Its customers include golf course operators, resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other arenas, colleges and universities and other commercial establishments, as well as individual consumers. The Company sells its products primarily through independent distributors in over eighty countries worldwide and also sells its products directly to consumers.
The Chief Operating Decision Maker (“CODM”) evaluates the performance of the Company’s reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in the United States and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax compliance, certain information technology, and other corporate functions, are not allocated to the business segments.
The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Income (Loss) Before Income Taxes for the three month periods ended September 30, 2020 and 2019.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019 (1)
2020
2019 (1)
Revenue
Industrial Technologies and Services
$
902.6
$
415.3
$
2,236.2
$
1,248.0
Precision and Science Technologies
209.9
81.4
518.5
242.7
High Pressure Solutions
31.7
100.0
149.5
355.4
Specialty Vehicle Technologies
191.0
—
495.3
—
Total Revenue
$
1,335.2
$
596.7
$
3,399.5
$
1,846.1
Segment Adjusted EBITDA
Industrial Technologies and Services
$
216.8
$
95.2
$
495.4
$
277.5
Precision and Science Technologies
64.5
25.3
156.7
73.1
High Pressure Solutions
1.3
27.1
9.6
101.0
Specialty Vehicle Technologies
37.6
—
92.7
—
Total Segment Adjusted EBITDA
$
320.2
$
147.6
$
754.4
$
451.6
Less items to reconcile Segment Adjusted EBITDA to Income (Loss) Before Income Taxes:
Corporate expenses not allocated to segments
$
36.0
$
5.8
$
81.2
$
24.5
Interest expense
28.8
23.2
86.7
68.0
Depreciation and amortization expense (a)
140.1
43.1
354.2
132.9
Impairment of intangible assets
19.9
—
19.9
—
Restructuring and related business transformation costs (b)
12.3
9.9
86.7
16.1
Acquisition related expenses and non-cash charges (c)
15.3
15.9
207.4
34.7
Stock-based compensation (d)
12.8
—
28.5
14.8
Foreign currency transaction losses (gains), net
6.2
(0.6)
14.0
3.1
Loss on extinguishment of debt (e)
—
—
2.0
0.2
Shareholder litigation settlement recoveries (f)
—
—
—
(6.0)
Other adjustments (g)
0.7
—
2.1
0.7
Income (Loss) Before Income Taxes
$
48.1
$
50.3
$
(128.3)
$
162.6
(1)In conjunction with the acquisition of Ingersoll Rand Industrial in the first quarter of 2020, the Company modified its measurement methodology of Segment Adjusted EBITDA. Segment Adjusted EBITDA and the reconciliation to Income (Loss) Before Income Taxes was revised to conform to the new methodology.
a)Depreciation and amortization expense excludes $2.7 million and $5.4 million of depreciation of rental equipment for the three and nine month periods ended September 30, 2020.
b)Restructuring and related business transformation costs consist of the following.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Restructuring charges
$
12.2
$
8.1
$
84.4
$
10.9
Facility reorganization, relocation and other costs
—
0.8
0.5
1.9
Other, net
0.1
1.0
1.8
3.3
Total restructuring and related business transformation costs
$
12.3
$
9.9
$
86.7
$
16.1
c)Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs) and non-cash charges and credits arising from fair value purchase accounting adjustments.
d)Represents stock-based compensation expense recognized for the three month and nine month periods ended September 30, 2020 of $12.8 million and $29.0 million, respectively, decreased by $0.5 million for the nine month period ended September 30, 2020 due to costs associated with employer taxes.
Represents stock-based compensation expense (benefit) recognized for the three month and nine month periods ended September 30, 2019 of $(0.2) million and $13.4 million, respectively, increased by $0.2 million and $1.4 million for the three and nine month periods ended September 30, 2019, respectively, due to costs associated with employer taxes.
e)Represents a loss on extinguishment of a portion of the U.S. term loan and the amendment of the revolving credit facility.
f)Represents an insurance recovery of the Company’ shareholder litigation settlement in 2014.
g)Includes (i) effects of amortization of prior service costs and amortization of losses in pension and other postemployment (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.
Note 17. Related Party Transactions
Affiliates of KKR participated as a lender in the Company’s Senior Secured Credit Facilities. As of September 30, 2020, KKR held a position in the Euro Term Loan of €43.4 million and a position in the Dollar Term Loan B of $39.8 million.
The Company incurred and paid underwriting fees of $7.5 million in the nine month period ended September 30, 2020 to KKR Capital Markets LLC, an affiliate of KKR, for services rendered in connection with the term loan transactions discussed in Note 8.
Note 18. Earnings (Loss) Per Share
The computations of basic and diluted earnings per share are as follows.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Net income (loss) attributable to Ingersoll Rand Inc.
$
29.5
$
41.3
$
(184.9)
$
133.4
Average shares outstanding
Basic
417.6
204.2
370.8
203.1
Diluted
422.0
209.0
370.8
208.6
Earnings (loss) per share
Basic
$
0.07
$
0.20
$
(0.50)
$
0.66
Diluted
$
0.07
$
0.20
$
(0.50)
$
0.64
The DSUs described in Note 16, “Stock-Based Compensation Plans” to the consolidated financial statements in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019 were considered outstanding shares for the purpose of computing basic earnings per share because they were issued solely upon the passage of time.
For the three month periods ended September 30, 2020 and 2019, there were 5.6 million and 1.8 million anti-dilutive shares that were not included in the computation of diluted earnings per share. For the nine month periods ended September 30, 2020 and 2019, there were 7.8 million and 1.8 million anti-dilutive shares that were not included in the computation of diluted earnings per share.
Note 19. Noncontrolling Interests
The Company has a controlling interest of approximately 80% in Ingersoll-Rand India Limited (“IR India Limited”). The remaining shares are owned by unaffiliated shareholders and traded on India stock exchanges regulated by Securities and Exchange Board of India (“SEBI”).
The Company’s acquisition of Ingersoll Rand Industrial discussed in Note 2 “Business Combinations” resulted in an indirect change in control of IR India Limited as defined by SEBI Substantial Acquisition of Shares and Takeovers (SAST) regulations. As a result, the Company was required to pursue either a tender offer for a certain number of noncontrolling shares or a voluntary delisting of the entity from India stock exchanges.
In June 2020, the Company initiated a tender offer to purchase up to 26% of outstanding shares of Ingersoll-Rand India Limited from eligible noncontrolling shareholders. The offer price was determined in accordance with SEBI (SAST) regulations as the average market price of shares of IR India Limited on India stock exchanges for a period of sixty days preceding the announcement of the Ingersoll Rand Industrial merger transaction, adjusted for imputed interest for the period of time between announcement of the merger and announcement of the tender offer.
The Company determined this offer was a freestanding financial instrument and not a contractual redemption right embedded in the related equity securities. The noncontrolling interest remained classified and measured in accordance with ASC 810 Consolidation with the carrying value presented in permanent equity.
The tender offer concluded and was settled in July 2020. Approximately 6% of outstanding shares were tendered for an aggregate purchase price of $14.9 million. As a result, the Company’s ownership interest in IR India Limited increased from approximately 74% as of June 30, 2020 to approximately 80%. The Company is required by SEBI regulations to take necessary steps to decrease the non-public shareholding of IR India Limited to at or below 75% within twelve months of the date the non-public shareholding exceeded 75%.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.
Overview
Our Company
We are a leading global provider of mission-critical flow creation technologies and associated aftermarket parts, consumables and services, which we sell across multiple attractive end-markets. We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined with our global geographic footprint and application expertise, allows us to provide differentiated product and service offerings to our customers. Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Club Car. CompAir, Nash, Elmo Rietschle, Robuschi, Thomas, Milton Roy, ARO, Emco Wheaton and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.
Our Segments
Subsequent to the acquisition of Ingersoll Rand Industrial, we reorganized our reportable segments. As a result, we no longer report under the three reportable segments of Industrial, Energy and Medical. Instead, we report utilizing the four reportable segments of Industrial Technologies and Services, Precision and Science Technologies, High Pressure Solutions and Specialty Vehicle Technologies. Our Chief Operating Decision Maker regularly reviews financial information to allocate resources and assess performance utilizing these reorganized segments. See Note 5 “Goodwill and Other Intangible Assets” for the allocation of goodwill to the new reportable segments. See Note 16 “Segment Results” for a description of the new reportable segments.
Industrial Technologies and Services
We design, manufacture, market and service a broad range of air and gas compression, vacuum and blower products, fluid transfer equipment, loading systems, power tools and lifting equipment, including associated aftermarket parts, consumables and services. We primarily sell under the Ingersoll Rand, Gardner Denver, CompAir, Elmo Rietschle, Robuschi, Nash and Emco Wheaton brands. Our customers deploy our products across a wide array of technologies and applications for use in diverse end-markets. Compressors are used to increase the pressure of air or gas, vacuum products are used to remove air or gas in order to reduce the pressure below atmospheric levels, and blower products are used to produce a high volume of air or gas at low pressure. Almost every manufacturing and industrial facility, and many service and process industry applications, use air compression, vacuum and blower products in a variety of process-critical applications such as the operation of pneumatic tools, pumps and motion control components, air and gas separation, vacuum packaging of food products and aeration of waste water, among others. Our liquid ring vacuum pumps and compressors are used in many power generation, mining, oil and gas refining and processing, chemical processing and general industrial applications including flare gas and vapor recovery, geothermal gas removal, vacuum de-aeration, water extraction in mining and paper and chlorine compression in petrochemical operations. Our engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. Our power tools and lifting equipment portfolio includes electric and cordless fastening systems, pneumatic bolting tools, drilling and material removal tools, hoists, winches and ergonomic handling devices. Typical applications for these products include the precision fastening of bolted joints in the production, assembly and servicing of industrial machinery, on-highway and off-highway vehicles, aircraft, electronics and other equipment.
Our compression products cover the full range of technologies, including rotary screw, reciprocating piston, scroll, rotary vane and centrifugal compressors. Our vacuum products and blowers also cover the full technology spectrum; vacuum technologies include side channel, liquid ring, claw vacuum, screw, turbo and rotary vane vacuum pumps among others, while blower technologies include rotary lobe blowers, screw, claw and vane, side channel and radial blowers. Our liquid ring vacuum pumps
and compressors are highly engineered products specifically designed for continuous duty in harsh environments to serve a wide range of applications, including oil and gas refining and processing, mining, chemical processing and industrial applications. In addition to our vacuum and blower technology, our engineered fluid loading and transfer equipment and systems ensure the safe and efficient transportation and transfer of petroleum products as well as certain other liquid commodity products in a wide range of industries.
We complement these products with a broad portfolio of service options tailored to customer needs and a complete range of aftermarket parts, air treatment equipment, controls and other accessories delivered through our global network of manufacturing and service locations and distributor partners. The breadth and depth of our product offering creates incremental business opportunities by allowing us to cross-sell our full product portfolio and uniquely address customers’ needs in one complete solution.
We sell our products through an integrated network of direct sales representatives and independent distributors, which is strategically tailored to meet the dynamics of each target geography or end-market. Our large installed base also provides for a significant stream of recurring aftermarket revenue. For example, the useful life of a compressor is, on average, between 10 and 12 years. However, a customer typically services the compressor at regular intervals, starting within the first two years of purchase and continuing throughout the life of the product. The cumulative aftermarket revenue generated by a compressor over the product’s life cycle will typically exceed its original sale price.
Precision and Science Technologies
We design, manufacture and market a broad range of highly-specialized positive displacement pumps, fluid management systems and aftermarket parts that provide liquid and gas dosing, transfer, dispensing, compression, sampling, pressure management and flow control in specialized or critical applications. Our product offering covers a range of pump and flow control technologies, including mechanically- and hydraulically-actuated diaphragm pumps, air-operated diaphragm and piston pumps, water-powered pumps, peristaltic pumps, gear pumps, flexible impeller pumps, self-priming centrifugal pumps, syringe pumps, motion control components, filtration/regulation/lubrication components, gas boosters, high pressure valves, hydrogen compression systems, liquid and gas sampling systems, odorant injection systems and more. These offerings are sold under brands that are highly recognized in their end markets including ARO, Dosatron, Haskel, Milton Roy, Oberdorfer, Thomas and Welch. Our customer base is composed of a wide range of end users in markets including medical, laboratory, industrial manufacturing, water and waste water, chemical processing, energy, food and beverage, agriculture and others. Our sales are realized primarily through a combination of independent specialty and national distributors and relationships directly with original equipment manufacturers (“OEM”).
High Pressure Solutions
We design, manufacture, market and service a diverse range of positive displacement pumps, integrated systems and associated aftermarket parts, consumables and services. The highly engineered products offered by our High Pressure Solutions segment serve customers in the upstream energy market, as well as petrochemical processing, transportation and general industrial sectors. We are one of the largest suppliers of equipment and associated aftermarket parts, consumables and services for the upstream energy applications that we serve.
Our positive displacement pumps are fit-for-purpose to meet the demands and challenges of modern unconventional drilling and hydraulic fracturing activity. Our offering includes mission-critical oil and gas drilling pumps, frac pumps and well servicing pumps, in addition to sales of associated consumables used in the operation of our pumps. The products we sell into upstream energy applications are highly aftermarket-intensive, and so we support these products in the field with one of the industry’s most comprehensive service networks, which encompasses locations across all major basins and shale plays in the North American land market. This service network is critical to serving our customers and, by supporting them in the field, to generating demand for new original equipment sales and aftermarket parts, consumables, service and repair sales which in aggregate are often multiples of the value of the original equipment.
The Company’s customers provide drilling, completions and well services to oil and gas operators, particularly in the major basins and plays in the North American land market. The Company is one of the leading suppliers in these upstream energy applications and has long-standing customer relationships.
We design, manufacture and market golf car and other low speed vehicles for commercial utility and personal transportation under the Club Car ® brand. Product offerings include new and used electric, gas and diesel-powered vehicles, accessories and aftermarket parts. Service offerings include repair and maintenance, short-term rentals and digital connectivity services that enable fleet management, entertainment and provide enhanced end-user experience.
Sales of golf car fleets and turf utility vehicles are primarily derived from golf courses owners and operators around the world. Utility, all-wheel drive, and multi passenger transport vehicles are used in commercial and maintenance applications at resorts and hospitality sites, government agencies and municipalities, manufacturing and construction firms, sports and other areas, colleges and universities and other commercial establishments. Our consumer vehicles are generally sold to individuals and families for personal transportation in residential communities, camp grounds and vacation locations. All of our low speed vehicles are highly featured, and highly customized for their application and are available in multiple colors, fabrics, power trains and accessories. The majority of sales are derived through a global network of independent distributors and dealers. We also sell our products directly to certain customers within the golf industry, through company-owned sales resources.
Components of Our Revenue and Expenses
Revenues
We generate revenue from sales of original equipment and associated aftermarket parts, consumables and services. We sell our products and deliver services both directly to end-users and through independent distribution channels, depending on the product line and geography. Revenue derived from short duration contracts is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or as services are performed. Certain contracts involve significant design engineering to customer specifications, and depending upon the contractual terms, revenue is recognized either over the duration of the contract or at contract completion when equipment is delivered to the customer.
Expenses
Cost of Sales
Cost of sales includes the costs we incur, including purchased materials, labor and overhead related to manufactured products and aftermarket parts sold during a period. Depreciation related to manufacturing equipment and facilities is included in cost of sales. Purchased materials represent the majority of costs of sales, with steel, aluminum, copper and partially finished castings representing our most significant materials inputs. Stock-based compensation expense for employees associated with the manufacture of products or delivery of services to customers is included in cost of sales. We have instituted a global sourcing strategy to take advantage of coordinated purchasing opportunities of key materials across our manufacturing plant locations.
Cost of sales for services includes the direct costs we incur, including direct labor, parts and other overhead costs including depreciation of equipment and facilities, to deliver repair, maintenance and other field services to our customers.
Selling and Administrative Expenses
Selling and administrative expenses consist of (i) salaries and other employee-related expenses for our selling and administrative functions and other activities not associated with the manufacture of products or delivery of services to customers; (ii) facility operating expenses for selling and administrative activities, including office rent, maintenance, depreciation and insurance; (iii) marketing and direct costs of selling products and services to customers including internal and external sales commissions; (iv) research and development expenditures; (v) professional and consultant fees; (vi) expenses related to our public stock offerings and to establish public company reporting compliance; (vii) employee related stock-based compensation for our selling and administrative functions and other activities not associated with the manufacture of products or delivery of services to customers; and (viii) other miscellaneous expenses. Certain corporate expenses, including those related to our shared service centers in the United States and Europe, that directly benefit our businesses are allocated to our business segments. Certain corporate administrative expenses, including corporate executive compensation, treasury, certain information technology, internal audit and tax compliance, are not allocated to the business segments.
Amortization of intangible assets includes the periodic amortization of intangible assets including customer relationships, tradenames, developed technology, backlog and internally developed software.
Other Operating Expense, Net
Other operating expense, net includes foreign currency transaction gains and losses, net, restructuring charges, certain shareholder litigation settlement recoveries, acquisition related expenses and non-cash charges, losses and gains on asset disposals and other miscellaneous operating expenses.
Provision for Income Taxes
The provision for income taxes includes U.S. federal, state and local income taxes and all non-U.S. income taxes. We are subject to income tax in approximately 47 jurisdictions outside of the United States. Because we conduct operations on a global basis, our effective tax rate depends, and will continue to depend, on the geographic distribution of our pre-tax earnings among several different taxing jurisdictions. Our effective tax rate can also vary based on changes in the tax rates of the different jurisdictions, the availability of tax credits and non-deductible items.
Items Affecting our Reported Results
General Economic Conditions and Capital Spending in the Industries We Serve
Our financial results closely follow changes in the industries and end-markets we serve. Demand for most of our products depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The level of capital expenditures depends, in turn, on the general economic conditions as well as access to capital at reasonable cost. In particular, demand for our Industrial Technologies and Services products generally correlates with the rate of total industrial capacity utilization and the rate of change of industrial production. Capacity utilization rates above 80% have historically indicated a strong demand environment for industrial equipment. In the midstream and downstream portions of our Industrial Technologies and Services segment, overall economic growth and industrial production, as well as secular trends, impact demand for our products. In our High Pressure Solutions segment, demand for our products that serve upstream energy end-markets are influenced heavily by energy prices and the expectation as to future trends in those prices. Energy prices have historically been cyclical in nature and are affected by a wide range of factors. In addition to energy prices, demand for our upstream energy products are positively impacted by increasing global land rig count, drilled but uncompleted wells, the level of hydraulic fracturing intensity and activity measured by horsepower utilization and lateral lengths as well as drilling and completion capital expenditures. In our Precision and Science Technologies segment we expect demand for our products to be driven by favorable trends, including the growth in healthcare spend and expansion of healthcare systems due to an aging population requiring medical care and increased investment in health solutions and safety infrastructures in emerging economies. Over longer time periods, we believe that demand for all of our products also tends to follow economic growth patterns indicated by the rates of change in the GDP around the world, as augmented by secular trends in each segment. Our ability to grow and our financial performance will also be affected by our ability to address a variety of challenges and opportunities that are a consequence of our global operations, including efficiently utilizing our global sales, manufacturing and distribution capabilities and engineering innovative new product applications for end-users in a variety of geographic markets.
Foreign Currency Fluctuations
A significant portion of our revenues, approximately 49% for the nine month period ended September 30, 2020, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.
Factors Affecting the Comparability of our Results of Operations
As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Key factors affecting the comparability of our results of operations are summarized below.
On February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial. We reorganized our reportable segments as a result of the Ingersoll Rand Industrial acquisition and formed four new reportable segments.
•Industrial Technologies and Services segment – Ingersoll Rand Industrial’s Compression Technologies and Services (“CTS”) and Power Tools and Lift (“PTL”) businesses joined the legacy Gardner Denver Industrial segment (excluding the Specialty Pump businesses) and the midstream and downstream portions of the Gardner Denver Energy segment to form the new “Industrial Technologies and Services” segment.
•Precision and Science Technologies segment – Ingersoll Rand Industrial’s Precision Flow Systems (“PFS”) and ARO businesses joined the legacy Gardner Denver Medical segment and Specialty Pump businesses from the legacy Gardner Denver Industrial segment to form the new “Precision and Science Technologies” segment.
•High Pressure Solutions segment – The upstream energy portion of the legacy Gardner Denver Energy segment was disaggregated to form the new “High Pressure Solutions” segment.
•Specialty Vehicle Technologies segment – Ingersoll Rand Industrial’s Club Car golf, utility and consumer low-speed vehicles business formed the new “Specialty Vehicle Technologies” segment.
Ingersoll Rand Industrial is included in our results of operations beginning on the acquisition date (close of business February 29, 2020). Comparability between the three and nine month periods ended September 30, 2020 and 2019 will be affected by three months and seven months of activity from Ingersoll Rand Industrial, respectively. Subsequent to the date of acquisition, in the nine month period ended September 30, 2020, the Ingersoll Rand Industrial acquisition contributed $1,201.0 million, $277.5 million, and $495.4 million of revenue to the Industrial Technologies and Services, Precision and Science Technologies and Specialty Vehicle Technologies segments, respectively.
See Note 2 “Business Combinations” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of the acquisition of Ingersoll Rand Industrial.
Impact of Coronavirus (COVID-19)
We continue to assess and actively manage the impact of the ongoing COVID-19 pandemic on our global operations and also the operations of our suppliers and customers. Overall demand for our products has decreased as a result of the pandemic, which impacted our operating results for the three and nine month periods ended September 30, 2020. We are adhering to all state and country mandates and guidelines wherever we operate. Currently all our major manufacturing locations in the United States, United Kingdom, Germany, Italy, Brazil and China are operational. In some countries, such as India and South Africa, our facilities have opened up throughout the three month period ended September 30, 2020, in accordance with country mandates and guidelines. We are taking certain actions to reduce costs and preserve cash given the rapidly changing environment. The length of time the pandemic will impact our operations, and the operations of our customers and suppliers remains uncertain. See “The COVID-19 pandemic has adversely affected our business and results of operations, and could have a material and adverse effect on our business, results of operations and financial condition in the future” in Part II Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.
Conditions in oil and gas markets
During the nine month period ended September 30, 2020, oil prices dropped significantly due to declines in demand resulting from the COVID-19 pandemic and risks of significant production increases from Saudi Arabia and Russia. We sell into upstream energy markets, primarily in our High Pressure Solutions segment, that are influenced heavily by oil and natural gas prices and the expectation of the future prices of those commodities. As a result of decreases in oil prices, we experienced a reduction in demand and consequently sales and pricing within our High Pressure Solutions segment.
We believe it is helpful to consider the impact of our exposure to the upstream energy market in evaluating our 2019 and 2020 Segment Revenue and Segment Adjusted EBITDA for our High Pressure Solutions segment.
Restructuring and Other Business Transformation Initiatives
Subsequent to the acquisition of Ingersoll Rand Industrial, we announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margins within our merged Company. We expect total expenses of approximately $350.0 million related to workforce reductions, lease termination costs, other facility rationalization costs and other business related transformation costs from 2020 until 2022. We expect to realize approximately $250.0 million in annualized cost synergies by the end of 2022. We continue to evaluate operating efficiencies and anticipate incurring additional costs in the coming years in connection with these activities, but we are unable to estimate those amounts at this time as such plans are not yet finalized.
Through September 30, 2020, $84.4 million was charged to expense through “Other operating expense, net” in the Condensed Consolidated Statements of Operations ($66.9 million for Industrial Technologies and Services, $5.6 million for Precision and Science Technologies, $6.1 million for High Pressure Solutions, $0.9 million for Specialty Vehicle Technologies and $4.9 million for Corporate).
Outlook
Industrial Technologies and Services Segment
The mission-critical nature of our products across manufacturing processes drives a demand environment and outlook that are correlated with global and regional industrial production, capacity utilization and long-term GDP growth. Due to the uncertainty of current economic conditions associated with COVID-19, and its impact on end markets, our near-term visibility is limited. In the third quarter of 2020, we had $902.1 million of orders in our Industrial Technologies and Services segment, an increase of 124.0% over the third quarter of 2019. Approximately $533.9 million of these orders relate to the acquisition of Ingersoll Rand Industrial.
Precision and Science Technologies Segment
During the COVID-19 pandemic, the Precision and Science Technologies segment has seen increased demand for our vacuum pump and compressor solutions used in respirator and ventilator applications. Demand of other products and services have been curtailed as a result of the COVID-19 pandemic and near-term visibility is limited. In the third quarter of 2020, we had $194.4 million of orders in our Precision and Science Technologies segment, an increase of 151.2% over 2019. Approximately $122.1 million of these orders relate to the acquisition of Ingersoll Rand Industrial.
High Pressure Solutions Segment
The demand and outlook for the majority of our High Pressure Solutions products and services are influenced heavily by the supply and demand dynamics related to oil and natural gas products, and have been influenced by oil and natural gas prices, the level and intensity of hydraulic fracturing activity, global land rig count, the number of drilled but uncompleted wells and other economic factors. The COVID-19 pandemic and related economic repercussions have negatively impacted the global demand for oil and natural gas. While the ultimate duration of these conditions is unknown, we expect reduced demand for our products to persist through 2020. In the third quarter of 2020, we had $20.2 million of orders in our High Pressure Solutions segment, a decrease of 80.6% over the third quarter of 2019.
Specialty Vehicle Technologies Segment
During 2020, the Specialty Vehicle Technologies segment is seeing consistent demand in golf end markets along with record demand for consumer vehicle and aftermarket parts offerings. This has helped to offset demand pressure in the commercial end markets as the COVID-19 pandemic continues to impact the hospitality and resort industries. In the third quarter of 2020, we had $247.1 million of orders in our Specialty Vehicle Technologies segment and are entering the fourth quarter with a solid backlog position.
How We Assess the Performance of Our Business
We manage operations through the four business segments described above. In addition to our consolidated GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.
We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future. Adjusted Net Income is defined as net income (loss) including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions.
We use Free Cash Flow to review the liquidity of our operations. We measure Free Cash Flow as cash flows from operating activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.
Management and our board of directors regularly use these measures as tools in evaluating our operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, we believe that Adjusted EBITDA, Adjusted Net Income and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
Adjusted EBITDA, Adjusted Net Income and Free Cash Flow should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA, Adjusted Net Income and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
See “Non-GAAP Financial Measures” below for reconciliation information.
Results of Operations
Consolidated results should be read in conjunction with the segment results section herein and Note 16 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated results.
The following table presents selected Consolidated Results of Operations of our business for the three and nine month periods ended September 30, 2020 and 2019.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Condensed Consolidated Statement of Operations:
Revenues
$
1,335.2
$
596.7
$
3,399.5
$
1,846.1
Cost of sales
853.2
375.2
2,313.0
1,159.7
Gross profit
482.0
221.5
1,086.5
686.4
Selling and administrative expenses
245.6
95.3
648.7
323.0
Amortization of intangible assets
114.2
30.4
284.0
92.6
Impairment of intangible assets
19.9
—
19.9
—
Other operating expense, net
28.0
22.9
178.6
43.1
Operating income (loss)
74.3
72.9
(44.7)
227.7
Interest expense
28.8
23.2
86.7
68.0
Loss on extinguishment of debt
—
—
2.0
0.2
Other income, net
(2.6)
(0.6)
(5.1)
(3.1)
Income (loss) before income taxes
48.1
50.3
(128.3)
162.6
Provision for income taxes
18.2
9.0
55.2
29.2
Net income (loss)
29.9
41.3
(183.5)
133.4
Less: Net income attributable to noncontrolling interests
0.4
—
1.4
—
Net income (loss) attributable to Ingersoll Rand Inc.
$
29.5
$
41.3
$
(184.9)
$
133.4
Percentage of Revenues:
Gross profit
36.1
%
37.1
%
32.0
%
37.2
%
Selling and administrative expenses
18.4
%
16.0
%
19.1
%
17.5
%
Operating income (loss)
5.6
%
12.2
%
(1.3
%)
12.3
%
Net income (loss)
2.2
%
6.9
%
(5.4
%)
7.2
%
Adjusted EBITDA
21.3
%
23.8
%
19.8
%
23.1
%
Other Financial Data:
Adjusted EBITDA (1)
$
284.2
$
141.8
$
673.2
427.1
Adjusted Net Income (1)
167.7
85.9
372.7
252.8
Cash flows - operating activities
186.7
114.2
502.5
244.3
Cash flows - investing activities
(39.8)
(20.6)
(22.5)
(45.1)
Cash flows - financing activities
(19.0)
3.0
317.9
(13.1)
Free Cash Flow (1)
178.6
105.1
469.0
210.5
(1)See the “Non-GAAP Financial Measures” section for a reconciliation to comparable GAAP measure.
Revenues
Revenues for the three month period ended September 30, 2020 were $1,335.2 million, an increase of $738.5 million, or 123.8%, compared to $596.7 million for the same three month period in 2019. The increase in revenues was primarily due to acquisitions, including Ingersoll Rand Industrial of $853.8 million, partially offset by lower volumes due to the effects of COVID-19 in our High Pressure Solutions segment of $65.6 million and our Industrial Technologies and Services segment of $65.1 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.7% in the three month period ended September 30, 2020 compared to 38.6% in the same three month period in 2019.
Revenues for the nine month period ended September 30, 2020 were $3,399.5 million, an increase of $1,553.4 million, or 84.1%, compared to $1,846.1 million for the same nine month period in 2019. The increase in revenues was primarily due to acquisitions, including Ingersoll Rand Industrial of $1,973.7 million partially offset by lower volumes due to the effects of COVID-19 in our Industrial Technologies and Services segment of $217.7 million and in our High Pressure Solutions segment of $191.8 million, as well as unfavorable impact of foreign currencies of $15.0 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.2% in the nine month period ended September 30, 2020 compared to 38.5% in the same nine month period in 2019.
Gross Profit
Gross profit for the three month period ended September 30, 2020 was $482.0 million, an increase of $260.5 million, or 117.6%, compared to $221.5 million for the same three month period in 2019, and as a percentage of revenues was 36.1% for the three month period ended September 30, 2020 and 37.1% for the same three month period in 2019. The increase in gross profit is primarily due to acquisitions, including Ingersoll Rand Industrial, partially offset by lower volumes due to the effects of COVID-19 in our Industrial Technologies and Services segment and our High Pressure Solutions segment. The decrease in gross profit as a percentage of revenues is due to non-cash purchase accounting adjustments and changes in segment mix.
Gross profit for the nine month period ended September 30, 2020 was $1,086.5 million, an increase of $400.1 million, or 58.3%, compared to $686.4 million for the same nine month period in 2019, and as a percentage of revenues was 32.0% for the nine month period ended September 30, 2020 and 37.2% for the same nine month period in 2019. The increase in gross profit is primarily due to acquisitions, including Ingersoll Rand Industrial, partially offset by the runoff of the fair valuation adjustments related to purchase price allocation from inventory into cost of sales, lower volumes due to the effects of COVID-19 in our Industrial Technologies and Services segment and our High Pressure Solutions segment. The decrease in gross profit as a percentage of revenues is primarily due to the runoff of the fair valuation adjustments related to purchase price allocation from inventory into cost of sales and changes in segment mix.
Selling and Administrative Expenses
Selling and administrative expenses were $245.6 million for the three month period ended September 30, 2020, an increase of $150.3 million, or 157.7%, compared to $95.3 million for the same three month period in 2019. Selling and administrative expenses as a percentage of revenues increased to 18.4% for the three month period ended September 30, 2020 from 16.0% in the same three month period in 2019. The increase in selling and administrative expenses is primarily due to acquisitions, including Ingersoll Rand Industrial and increased professional and consultant fees, partially offset by a decrease in advertising expenses, within our legacy business units.
Selling and administrative expenses were $648.7 million for the nine month period ended September 30, 2020, an increase of $325.7 million, or 100.8%, compared to $323.0 million for the same nine month period in 2019. Selling and administrative expenses as a percentage of revenues increased to 19.1% for the nine month period ended September 30, 2020 from 17.5% in the same nine month period in 2019. The increase in selling and administrative expenses is primarily due to acquisitions, including Ingersoll Rand Industrial and increased professional and consultant fees, partially offset by a decrease in advertising expenses and employee related expenses including salaries and wages, within our legacy business units.
Amortization of Intangible Assets
Amortization of intangible assets was $114.2 million for the three month period ended September 30, 2020, an increase of $83.8 million, compared to $30.4 million in the same three month period in 2019. The increase was primarily due to the amortization of intangible assets related to the acquisition of Ingersoll Rand Industrial.
Amortization of intangible assets was $284.0 million for the nine month period ended September 30, 2020, an increase of $191.4 million, compared to $92.6 million in the same nine month period in 2019. The increase was primarily due to the amortization of intangible assets related to the acquisition of Ingersoll Rand Industrial.
Impairment of Intangible Assets
Impairment of intangible assets was $19.9 million for the three and nine month periods ended September 30, 2020 due to the impairment of two tradenames in the Industrial Technologies and Services segment. See Note 5 “Goodwill and Other Intangible Assets” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.
Other operating expense, net was $28.0 million for the three month period ended September 30, 2020, an increase of $5.1 million, compared to $22.9 million in the same three month period in 2019. The increase was primarily due to higher foreign currency transaction losses, net of $6.8 million and higher restructuring charges of $4.1 million partially offset by lower acquisition related expenses and non-cash charges of $6.3 million.
Other operating expense, net was $178.6 million for the nine month period ended September 30, 2020, an increase of $135.5 million, compared to $43.1 million in the same nine month period in 2019. The increase was primarily due to higher restructuring charges of $73.5 million, higher acquisition related expenses and non-cash charges of $42.9 million, higher foreign currency transaction losses, net of $10.9 million and lower shareholder litigation recoveries of $6.0 million.
Interest Expense
Interest expense was $28.8 million for the three month period ended September 30, 2020, an increase of $5.6 million, compared to $23.2 million in the same three month period in 2019. The increase was primarily due to the addition of a $1,900 million term loan entered into in conjunction with the acquisition of Ingersoll Rand Industrial and the addition of a $400 million term loan entered into in the second quarter of 2020, partially offset by a decrease in the weighted-average interest rate. The weighted average interest rate was approximately 2.8% for the three month period ended September 30, 2020 and 5.7% in the same period in 2019.
Interest expense was $86.7 million for the nine month period ended September 30, 2020, an increase of $18.7 million, compared to $68.0 million in the same nine month period in 2019. The increase was primarily due to the addition of a $1,900 million term loan entered into in conjunction with the acquisition of Ingersoll Rand Industrial and the addition of a $400 million term loan entered into in the second quarter of 2020, partially offset by a decrease in the weighted-average interest rate. The weighted average interest rate was approximately 3.8% for the nine month period ended September 30, 2020 and 5.5% in the same period in 2019.
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $2.0 million for the nine month period ended September 30, 2020, which was related to the refinancing of the Original Dollar Term Loan and the Original Euro Term Loan.
Other Income, Net
Other income, net was $2.6 million and $0.6 million in the three month periods ended September 30, 2020 and 2019, respectively. The increase was primarily due to the increase in other components of net periodic benefit cost.
Other income, net was $5.1 million and $3.1 million in the nine month periods ended September 30, 2020 and 2019, respectively.
Provision for Income Taxes
The provision for income taxes was $18.2 million resulting in a 37.8% effective income tax provision rate for the three month period ended September 30, 2020, compared to a provision for income taxes of $9.0 million resulting in a 17.9% effective income tax provision rate in the same three month period in 2019. The increase in the tax provision for the three month period ended September 30, 2020 is primarily due to a reduction in the pre-tax book income in jurisdictions with lower effective tax rates combined with significant earnings in jurisdictions with higher tax rates.
The provision for income taxes was $55.2 million resulting in a (43.0)% effective income tax provision rate for the nine month period ended September 30, 2020, compared to a provision for income taxes of $29.2 million resulting in a 18.0% effective income tax provision rate in the same nine month period in 2019. The increase in the tax provision for the nine month period ended September 30, 2020 is primarily due is primarily due to a reduction in the pre-tax book income in jurisdictions with lower effective tax rates combined with significant earnings in jurisdictions with higher tax rates. The reduction in pre-tax book income is mainly from the COVID-19 global pandemic, the transaction costs associated with the acquisition of Ingersoll Rand Industrial, and additional amortization and depreciation expense associated with the purchase price step up adjustments.
Net income was $29.9 million for the three month period ended September 30, 2020 compared to net income of $41.3 million in the same three month period in 2019. The decrease in net income was primarily due to higher selling and administrative expenses, higher amortization, a higher provision for income taxes, higher interest expense and increased other operating expenses, net, partially offset by higher gross profit on increased revenues.
Net loss was $183.5 million for the nine month period ended September 30, 2020 compared to net income of $133.4 million in the same nine month period in 2019. The decrease in net income was primarily due to higher selling and administrative expenses, higher amortization, increased other operating expenses, net, a higher provision for income taxes, and higher interest expense, partially offset by higher gross profit on increased revenues.
Adjusted EBITDA
Adjusted EBITDA increased $142.4 million to $284.2 million for the three month period ended September 30, 2020 compared to $141.8 million in the same three month period in 2019. Adjusted EBITDA as a percentage of revenues decreased 250 basis points to 21.3% for the three month period ended September 30, 2020 from 23.8% for the same three month period in 2019. The increase in Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $204.9 million, partially offset by lower organic sales volume of $46.0 million and increased corporate costs associated with Ingersoll Rand Industrial. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to unfavorable margin mix due to the acquisition and inclusion of Ingersoll Rand Industrial results in the three month period ended September 30, 2020.
Adjusted EBITDA increased $246.1 million to $673.2 million for the nine month period ended September 30, 2020 compared to $427.1 million in the same nine month period in 2019. Adjusted EBITDA as a percentage of revenues decreased 330 basis points to 19.8% for the nine month period ended September 30, 2020 from 23.1% for the same nine month period in 2019. The increase in Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $447.3 million, partially offset by lower organic sales volume of $155.0 million and increased corporate costs associated with Ingersoll Rand Industrial. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to unfavorable margin mix due to the acquisition and inclusion of Ingersoll Rand Industrial results in the nine month period ended September 30, 2020.
Adjusted Net Income
Adjusted Net Income increased $81.8 million to $167.7 million for the three month period ended September 30, 2020 compared to $85.9 million in the same three month period in 2019. The increase was primarily due to increased Adjusted EBITDA, partially offset by an increased income tax provision, as adjusted and higher depreciation and interest expenses.
Adjusted Net Income increased $119.9 million to $372.7 million for the nine month period ended September 30, 2020 compared to $252.8 million in the same nine month period in 2019. The increase was primarily due to increased Adjusted EBITDA, partially offset by an increased income tax provision, as adjusted and higher depreciation and interest expenses.
Set forth below are the reconciliations of Net Income (Loss) to Adjusted EBITDA and Adjusted Net Income and Cash Flows from Operating Activities to Free Cash Flow.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Net Income (Loss)
$
29.9
$
41.3
$
(183.5)
$
133.4
Plus:
Interest expense
28.8
23.2
86.7
68.0
Provision for income taxes
18.2
9.0
55.2
29.2
Depreciation expense (a)
25.9
12.7
70.2
40.3
Amortization expense (b)
114.2
30.4
284.0
92.6
Impairment of intangible assets
19.9
—
19.9
—
Restructuring and related business transformation costs (c)
12.3
9.9
86.7
16.1
Acquisition related expenses and non-cash charges (d)
15.3
15.9
207.4
34.7
Stock-based compensation (e)
12.8
—
28.5
14.8
Foreign currency transaction losses (gains), net
6.2
(0.6)
14.0
3.1
Loss on extinguishment of debt (f)
—
—
2.0
0.2
Shareholder litigation settlement recoveries (g)
—
—
—
(6.0)
Other adjustments (h)
0.7
—
2.1
0.7
Adjusted EBITDA
$
284.2
$
141.8
$
673.2
$
427.1
Minus:
Interest expense
$
28.8
$
23.2
$
86.7
$
68.0
Income tax provision, as adjusted (i)
57.4
17.5
130.6
57.9
Depreciation expense
25.9
12.7
70.2
40.3
Amortization of non-acquisition related intangible assets
4.4
2.5
13.0
8.1
Adjusted Net Income
$
167.7
$
85.9
$
372.7
$
252.8
Free Cash Flow
Cash flows - operating activities
$
186.7
$
114.2
$
502.5
$
244.3
Minus:
Capital expenditures
8.1
9.1
33.5
33.8
Free Cash Flow
$
178.6
$
105.1
$
469.0
$
210.5
(a)Depreciation and amortization expense excludes $2.7 million and $5.4 million of depreciation of rental equipment for the three and nine month periods ended September 30, 2020.
(b)Represents $109.8 million and $27.9 million of amortization of intangible assets arising from the acquisition of Ingersoll Rand Industrial and other acquisitions (customer relationships, technology, tradenames and backlog) and $4.4 million and $2.5 million of amortization of non-acquisition related intangible assets, in each case for the three month periods ended September 30, 2020 and 2019, respectively.
Represents $271.0 million and $84.5 million of amortization of intangible assets arising from the acquisition of Ingersoll Rand Industrial and other acquisitions (customer relationships, technology, tradenames and backlog) and $13.0 million and $8.1 million of amortization of non-acquisition related intangible assets, in each case for the nine month periods ended September 30, 2020 and 2019, respectively.
(c)Restructuring and related business transformation costs consisted of the following.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Restructuring charges
$
12.2
$
8.1
$
84.4
$
10.9
Facility reorganization, relocation and other costs
—
0.8
0.5
1.9
Other, net
0.1
1.0
1.8
3.3
Total restructuring and related business transformation costs
$
12.3
$
9.9
$
86.7
$
16.1
(d)Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments.
(e)Represents stock-based compensation expense recognized for the three month and nine month periods ended September 30, 2020 of $12.8 million and $29.0 million, respectively, decreased by $0.5 million for the nine month period ended September 30, 2020 due to costs associated with employer taxes.
Represents stock-based compensation expense (benefit) recognized for the three month and nine month periods ended September 30, 2019 of $(0.2) million and $13.4 million, respectively, increased by $0.2 million and $1.4 million for the three month and nine month periods ended September 30, 2019, respectively, due to costs associated with employer taxes.
(f)Represents losses on extinguishment of a portion of the U.S. term loan and the amendment of the revolving credit facility.
(g)Represents an insurance recovery of the Company’ shareholder litigation settlement in 2014.
(h)Includes (i) effects of the amortization of prior service costs and amortization of losses in pension and other postemployment (“OPEB”) expense, (ii) certain legal and compliance costs and (iii) other miscellaneous adjustments.
(i)Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items. The tax effect of pre-tax items excluded from Adjusted Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. The adjusted amounts are then used to calculate an adjusted provision for the quarter.
The income tax provision, as adjusted for each of the periods presented below consisted of the following.
For the Three Month Period Ended September 30,
For the Nine Month Period Ended September 30,
2020
2019
2020
2019
Provision for income taxes
$
18.2
$
9.0
$
55.2
$
29.2
Tax impact of pre-tax income adjustments
39.2
8.9
80
29.4
Discrete tax items
—
(0.4)
(4.6)
(0.7)
Income tax provision, as adjusted
$
57.4
$
17.5
$
130.6
$
57.9
Segment Results
Effective February 29, 2020, as a result of the acquisition of Ingersoll Rand Industrial, we reorganized our segments. We now classify our business into four segments: Industrial Technologies and Services, Precision and Science Technologies, High Pressure Solutions and Specialty Vehicle Technologies. Our Corporate operations are not discussed separately as any results that had a significant impact on operating results are included in the “Results of Operations” discussion above. We recast certain prior period amounts to conform to the way we are internally managed and how we monitor segment performance during the current fiscal year.
We evaluate the performance of our segments based on Segment Revenues and Segment Adjusted EBITDA. Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.
The segment measurements provided to and evaluated by the chief operating decision maker are described in Note 16 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
Segment Results for the Three and Nine Month Periods Ended September 30, 2020 and 2019
The following tables display Segment Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Segment Revenues) for each of our Segments.
Industrial Technologies and Services Segment Results
For the Three Month Period Ended September 30,
Percent Change
2020
2019
2020 vs. 2019
Segment Revenues
$
902.6
$
415.3
117.3
%
Segment Adjusted EBITDA
$
216.8
$
95.2
127.7
%
Segment Margin
24.0
%
22.9
%
110
bps
Segment Revenues for the three month period ended September 30, 2020 were $902.6 million, an increase of $487.3 million, or 117.3%, compared to $415.3 million in the same three month period in 2019. The increase in Segment Revenues was due to acquisitions, including Ingersoll Rand Industrial of $541.8 million or 130.5%, and higher pricing of $5.5 million or 1.3%, partially offset by lower organic volumes of $65.1 million or 15.7%. The percentage of Segment Revenues derived from aftermarket parts and service was 41.5% in the three month period ended September 30, 2020 compared to 32.6% in the same three month period in 2019.
Segment Adjusted EBITDA for the three month period ended September 30, 2020 was $216.8 million, an increase of $121.6 million, or 127.7%, from $95.2 million in the same three month period in 2019. Segment Adjusted EBITDA Margin increased 110 basis points to 24.0% from 22.9% in 2019. The increase in Segment Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $131.1 million or 137.7% and lower selling and administrative costs of $9.0 million or 9.5%, partially offset by lower organic sales volume of $25.9 million or 27.2%.
For the Nine Month Period Ended September 30,
Percent Change
2020
2019
2020 vs. 2019
Segment Revenues
$
2,236.2
$
1,248.0
79.2
%
Segment Adjusted EBITDA
$
495.4
$
277.5
78.5
%
Segment Margin
22.2
%
22.2
%
—
bps
Segment Revenues for the nine month period ended September 30, 2020 were $2,236.2 million, an increase of $988.2 million, or 79.2%, compared to $1,248.0 in the same nine month period in 2019. The increase in Segment Revenues was primarily due acquisitions, including of Ingersoll Rand Industrial of $1,201.0 million or 96.2%, and higher pricing of $15.7 million or 1.3%, partially offset by lower organic volume of $217.7 million or 17.4%, and unfavorable impact of foreign currencies of $13.7 million or 1.1%. The percentage of Segment Revenues derived from aftermarket parts and service was 40.4% in the nine month period ended September 30, 2020 compared to 32.4% in the same nine month period in 2019.
Segment Adjusted EBITDA for the nine month period ended September 30, 2020 was $495.4 million, an increase of $217.9 million, or 78.5%, from $277.5 million in the same nine month period in 2019. Segment Adjusted EBITDA Margin remained flat at 22.2% for both periods in 2020 and 2019. The increase in Segment Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $273.4 million or 98.5%, lower selling and administrative costs of $29.5 million or 10.6% and higher pricing of $15.7 million or 5.7%, partially offset by lower organic sales volumes of $87.3 million or 31.5% and unfavorable margin mix of $14.2 million or 5.1%.
Precision and Science Technologies Segment Results
For the Three Month Period Ended September 30,
Percent Change
2020
2019
2020 vs. 2019
Segment Revenues
$
209.9
$
81.4
157.9
%
Segment Adjusted EBITDA
$
64.5
$
25.3
154.9
%
Segment Margin
30.7
%
31.1
%
(40)
bps
Segment Revenues for the three month period ended September 30, 2020 were $209.9 million, an increase of $128.5 million, or 157.9%, compared to $81.4 million in the same three month period in 2019. The increase in Segment Revenues was primarily due to acquisitions, including Ingersoll Rand Industrial of $121.0 million or 148.6%. The percentage of Segment Revenues derived from aftermarket parts and service was 14.5% in the three month period ended September 30, 2020 compared to 3.7% in the same three month period in 2019.
Segment Adjusted EBITDA for the three month period ended September 30, 2020 was $64.5 million, an increase of $39.2 million, or 154.9%, from $25.3 million in the same three month period in 2019. Segment Adjusted EBITDA Margin decreased 40 basis points to 30.7% from 31.1% in 2019. The increase in Segment Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $36.2 million or 143.1%, higher organic sales volume of $1.9 million or 7.5%, higher pricing of $1.1 million or 4.3%, and favorable impact of foreign currencies of $0.5 million or 2.0%.
For the Nine Month Period Ended September 30,
Percent Change
2020
2019
2020 vs. 2019
Segment Revenues
$
518.5
$
242.7
113.6
%
Segment Adjusted EBITDA
$
156.7
$
73.1
114.4
%
Segment Margin
30.2
%
30.1
%
10
bps
Segment Revenues for the nine month period ended September 30, 2020 were $518.5 million, an increase of $275.8 million, or 113.6%, compared to $242.7 million in the same nine month period in 2019. The increase in Segment Revenues was primarily due to acquisitions, including of Ingersoll Rand Industrial of $277.4 million or 114.3%, higher pricing of $4.0 million or 1.6%, partially offset by lower organic volume of $6.7 million or 2.8%. The percentage of Segment Revenues derived from aftermarket parts and service was 13.7% in the nine month period ended September 30, 2020 compared to 3.2% in the same nine month period in 2019.
Segment Adjusted EBITDA for the nine month period ended September 30, 2020 was $156.7 million, an increase of $83.6 million, or 114.4%, from $73.1 million in the same nine month period in 2019. Segment Adjusted EBITDA Margin increased 10 bps to 30.2% from 30.1% in 2019. The increase in Segment Adjusted EBITDA was primarily due to acquisitions, including Ingersoll Rand Industrial of $81.2 million or 111.1%, and higher pricing of $4.0 million or 5.5%, partially offset by lower organic sales volume of $2.7 million or 3.7%.
High Pressure Solutions Segment Results
For the Three Month Period Ended September 30,
Percent Change
2020
2019
2020 vs. 2019
Segment Revenues
$
31.7
$
100.0
(68.3)
%
Segment Adjusted EBITDA
$
1.3
$
27.1
(95.2)
%
Segment Margin
4.1
%
27.1
%
(2,300)
bps
Segment Revenues for the three month period ended September 30, 2020 were $31.7 million, a decrease of $68.3 million, or 68.3%, compared to $100.0 million in the same three month period in 2019. The decrease in Segment Revenues was primarily due to lower volumes of $65.6 million or 65.6% and lower pricing of $2.5 million or 2.5%, as a result of the current downturn in
the upstream energy market. The percentage of Segment Revenues derived from aftermarket parts and service was 85.8% in the three month period ended September 30, 2020 compared to 92.0% in the same three month period in 2019.
Segment Adjusted EBITDA for the three month period ended September 30, 2020 was $1.3 million, a decrease of $25.8 million, or 95.2%, from $27.1 million in the same three month period in 2019. Segment Adjusted EBITDA Margin decreased 2,300 basis points to 4.1% from 27.1% in 2019. The decrease in Segment Adjusted EBITDA was primarily due to lower sales volume of $22.0 million or 81.2% and unfavorable margin mix of $4.5 million or 16.6%, partially offset by lower selling and administrative costs of $3.1 million or 11.4%.
For the Nine Month Period Ended September 30,
Percent Change
2020
2019
2020 vs. 2019
Segment Revenues
$
149.5
$
355.4
(57.9)
%
Segment Adjusted EBITDA
$
9.6
$
101.0
(90.5)
%
Segment Margin
6.4
%
28.4
%
(2,200)
bps
Segment Revenues for the nine month period ended September 30, 2020 were $149.5 million, a decrease of $205.9 million, or 57.9%, compared to $355.4 million in the same nine month period in 2019. The decrease in Segment Revenues was primarily due to lower volumes of $191.8 million or 54.0% and lower pricing of $13.2 million or 3.7%, as a result of the current downturn in the upstream energy market. The percentage of Segment Revenues derived from aftermarket parts and service was 86.3% in the nine month period ended September 30, 2020 compared to 83.9% in the same nine month period in 2019.
Segment Adjusted EBITDA for the nine month period ended September 30, 2020 was $9.6 million, a decrease of $91.4 million, or 90.5%, from $101.0 million in the same nine month period in 2019. Segment Adjusted EBITDA Margin decreased 2,200 bps to 6.4% from 28.4% in 2019. The decrease in Segment Adjusted EBITDA was primarily due to lower sales volume of $65.0 million or 64.4%, lower pricing of $13.2 million or 13.1%, unfavorable margin mix of $7.1 million or 7.0%, and higher selling and administrative expenses of $7.0 million or 6.9% which was primarily due to an increase in the allowance for doubtful accounts of $12.5 million as a result of a customer filing for Chapter 11 bankruptcy protection.
Specialty Vehicle Technologies Segment Results
The Specialty Vehicle Technologies segment was created subsequent to the acquisition of Ingersoll Rand Industrial. Therefore, comparative prior period information was not part of our consolidated results.
Segment Revenues for the three and nine month periods ended September 30, 2020 were $191.0 million and $495.3 million, respectively. The percentage of Segment Revenues derived from aftermarket parts and service was 30.1% and 26.1% in the three and nine month periods ended September 30, 2020, respectively.
Segment Adjusted EBITDA for the three and nine month periods ended September 30, 2020 was $37.6 million and $92.7 million, respectively. Adjusted EBITDA as a percentage of revenue was 19.7% and 18.7% for the three and nine month periods ended September 30, 2020, respectively.
Liquidity and Capital Resources
Our investment resources include cash on hand, cash generated from operations and borrowings under our Revolving Credit Facility. We also have the ability to seek additional secured and unsecured borrowings, subject to Credit Agreement restrictions.
As of September 30, 2020, we had $103.0 million of outstanding letters of credit written against the Revolving Credit Facility and $997.0 million of unused availability. In August 2020, we terminated our Receivables Financing Agreement.
See the description of these line-of-credit resources in Note 8 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019 and Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
As of September 30, 2020, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.
A substantial portion of our liquidity needs arise from debt service requirements, and from the ongoing cost of operations, working capital and capital expenditures.
September 30, 2020
December 31, 2019
Cash and cash equivalents
$
1,313.3
$
505.5
Short-term borrowings and current maturities of long-term debt
$
40.1
$
7.6
Long-term debt
3,837.2
1,603.8
Total debt
$
3,877.3
$
1,611.4
We can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as we do not exceed a specified senior secured leverage ratio. We can incur additional secured indebtedness under the term loan facilities if certain specified conditions are met under the credit agreement governing the Senior Secured Credit Facilities. Our liquidity requirements are significant primarily due to debt service requirements. See Note 10 “Debt” to the consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019 and Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.
Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Secured Credit Facilities and, prior to its termination, the Receivables Financing Agreement. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures and finance strategic plans, including possible acquisitions. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Secured Credit Facilities. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Secured Credit Facilities, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.
A substantial portion of our cash is in jurisdictions outside the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of September 30, 2020 was $33.3 million which primarily consisted of withholding taxes.
Net working capital increased $1,064.7 million to $2,034.0 million as of September 30, 2020 from $969.3 million as of December 31, 2019. Operating working capital increased $589.0 million to $1,192.0 million as of September 30, 2020 from $603.0 million as of December 31, 2019. The increase in operating working capital is primarily due to higher accounts receivable and higher inventories, partially offset by higher accounts payable and higher contract liabilities.
The increase in accounts receivable was primarily due to the acquisition of Ingersoll Rand Industrial of which $596.5 million is included in the September 30, 2020 balance, partially offset by lower sales in the third quarter of 2020 compared to the fourth quarter of 2019. The increase in contract assets was primarily due to the acquisition of Ingersoll Rand Industrial of which $19.8 million is included in the September 30, 2020 balance and due to the timing of revenue recognition and billing on our overtime contracts. The increase in inventories was primarily attributable to the acquisition of Ingersoll Rand Industrial of which $481.6 million is included in the September 30, 2020 balance. The increase in accounts payable was primarily due to the acquisition of Ingersoll Rand Industrial of which $377.3 million is included in the September 30, 2020 balance and the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the acquisition of Ingersoll Rand Industrial of which $105.5 million is included in the September 30, 2020 balance.
Cash Flows
The following table reflects the major categories of cash flows for the nine month periods ended September 30, 2020 and 2019, respectively.
For the Nine Month Period Ended September 30,
2020
2019
Cash flows - operating activities
$
502.5
$
244.3
Cash flows - investing activities
(22.5)
(45.1)
Cash flows - financing activities
317.9
(13.1)
Free cash flow(1)
469.0
210.5
(1)See the “Non-GAAP Financial Measures” section included in this Quarterly Report for a reconciliation to the nearest GAAP measure.
Operating Activities
Cash provided by operating activities increased $258.2 million to $502.5 million for the nine month period ended September 30, 2020 from $244.3 million in the same nine month period in 2019, primarily due to a decrease in inventories, a reduction in accounts receivable, and an increase in accrued liabilities, partially offset by a decrease in accounts payable.
Cash used in investing activities included capital expenditures of $33.5 million and $33.8 million for the nine month periods ended September 30, 2020 and 2019, respectively. Net cash acquired in a business combination was $9.4 million in the nine month period ended September 30, 2020 and cash paid in business combinations for the three month period ended September 30, 2019 was $12.0 million.
Financing Activities
Cash provided by financing activities of $317.9 million for the nine month period ended September 30, 2020 primarily reflected proceeds from long term debt of $1,980.1 million offset by repayments of long term debt of $1,609.2 million, payments of debt issuance costs of $47.4 million and payments to acquire noncontrolling interests of $14.9 million.
Cash used in financing activities of $13.1 million for the nine month period ended September 30, 2019 reflected repayments of long-term borrowings of $30.8 million, purchases of treasury stock of $17.3 million, payments of contingent consideration of $2.0 million and payments of debt issuance costs of $0.3 million, partially offset by proceeds from stock option exercises of $37.3 million.
Free Cash Flow
Free cash flow increased $258.5 million to $469.0 million in the nine month period ended September 30, 2020 from $210.5 million in the same nine month period in 2019 primarily due to increased cash provided by operating activities.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are materially likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Obligations
The following table summarizes our future minimum payments as of September 30, 2020.
Payments Due by Period
Contractual Obligations
Total
Remainder of 2020
2021-2022
2023-2024
Thereafter
Debt(1)
$
3,913.5
$
9.8
$
78.6
$
78.6
$
3,746.5
Estimated interest payments(2)
521.9
20.4
166.8
163.9
170.8
Finance leases
17.5
0.3
1.6
2.1
13.5
Operating leases(3)
162.3
13.0
85.2
42.2
21.9
Total
$
4,615.2
$
43.5
$
332.2
$
286.8
$
3,952.7
(1)As of February 28, 2020, we entered into an additional $1,900.0 million term loan in connection with the acquisition of Ingersoll Rand Industrial and as of June 29, 2020, we entered into a $400.0 million term loan. See Note 8 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.
(2)Estimated interest payments for long-term debt were calculated as follows: for fixed-rate debt and term debt, interest was calculated based on applicable rates and payment dates; for variable-rate debt and/or non-term debt, interest rates and payment dates were estimated based on management’s determination of the most likely scenarios for each relevant debt instrument. The increase of estimated interest payments since our previously disclosed contractual obligations on Form 10-K for the fiscal year ended December 31, 2019 was due to the $1,900.0 million term loan and $400.0 million term loan as discussed above.
(3)The acquisition of Ingersoll Rand Industrial increased our operating leases significantly from our previously disclosed contractual obligations on Form 10-K for the fiscal year ended December 31, 2019. Approximately $97.7 million of our total operating leases related to the acquisition of Ingersoll Rand Industrial as September 30, 2020.
We entered into purchase obligations which consist primarily of agreements to purchase inventory or services made in the normal course of business to meet operational requirements. We are currently assessing these agreements and the enforceability of the
contracts in the context of the COVID-19 pandemic. We believe that we are positioned to meet all current purchase obligations, but will continue to assess due to the rapidly changing environment.
Critical Accounting Estimates
Management has evaluated the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the section “Critical Accounting Estimates” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 “Summary of Significant Accounting Policies” of “Item 8. Financial Statements and Supplementary Data” included in our annual report on Form 10-K for the fiscal year ended December 31, 2019 except for the additional critical accounting estimate below.
Business Combinations
We apply the acquisition method of accounting with respect to the identifiable assets and liabilities of a business combination and record the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the cost of the acquired business and the fair value of the assets acquired and liabilities assumed is recognized as goodwill. Estimates of fair value represent management’s best estimate of assumptions and about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates, market comparables and others. Inputs used are generally obtained from historical data supplemented by current and anticipated market conditions and growth rates.
Significant judgment is required in estimating the fair value of identifiable intangible assets and in assigning their respective useful lives. The fair value estimates are based on historical information and on future expectations and assumptions deemed reasonable by management, but which are inherently uncertain. See Note 2 “Business Combinations” to our condensed consolidated financial statements included elsewhere in this Form 10-Q for further information regarding the fair value determination of each of the classes of identifiable intangible assets. Determining the useful life of an intangible asset also requires judgment. Certain intangibles are expected to have indefinite lives while certain other identifiable intangible assets have determinable lives. The useful lives of identifiable intangibles with determinable useful lives is based on a variety of factors, including but not limited to, the competitive environment, product cycles, order life cycles, historical customer attrition rates, market share, operating plans and the macroeconomic environment. The costs of determinable-lived intangible assets are amortized to expense over the estimated useful life.
Environmental Matters
Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 15 “Contingencies” to the condensed consolidated financial statements. We believe that as of September 30, 2020, there have been no material changes to the environmental matters disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2019.
Recent Accounting Pronouncements
The information set forth in Note 1 “Condensed Consolidated Financial Statements” to our Condensed Consolidated Financial Statements under Part 1 Item 1 “Financial Statements” under the heading “Recently Issued Accounting Pronouncements” is incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risk as a result of our variable-rate borrowings. We manage our exposure to interest rate risk by using pay-fixed interest rate swaps, from time to time, as cash flow hedges of our variable rate debt in order to adjust the relative fixed and variable portions.
In addition, we are exposed to foreign currency risks that arise from our global business operations. Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a subsidiary’s functional currency. While future changes in foreign currency exchange rates are difficult to predict, our revenues and earnings may be adversely affected if the U.S. dollar further strengthens.
We seek to minimize our exposure to foreign currency risks through a combination of normal operating activities, including by conducting our international business operations primarily in their functional currencies to match expenses with revenues and the use of foreign currency forward exchange contracts and debt denominated in currencies other than the U.S. dollar. In addition, to mitigate the risk arising from entering into transactions in currencies other than our functional currencies, we typically settle intercompany trading balances at least quarterly.
As of September 30, 2020, there have been no material changes to our market risk assessment previously disclosed in the annual report on Form 10-K for the fiscal year ended December 31, 2019.
The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal control over financial reporting of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of Ingersoll Rand Industrial from its evaluation of the effectiveness of the Company’s disclosure controls and procedures. The Company acquired Ingersoll Rand Industrial on February 29, 2020. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
Except as described below, there have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
As mentioned above, on February 29, 2020, we completed the acquisition of Ingersoll Rand Industrial. As part of our ongoing integration of Ingersoll Rand Industrial, we continue to incorporate our controls and procedures into the Ingersoll Rand Industrial subsidiaries and to expand our company-wide controls to reflect the risks inherent in an acquisition of this size and complexity.
The information set forth in Note 15 “Contingencies” to our Condensed Consolidated Financial Statements under Part I Item 1 “Financial Statements,” is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Except as set forth in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, as of September 30, 2020, there have been no material changes to our risk factors included in our annual report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”).
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Company Purchases
The following table contains detail related to the repurchase of our common stock based on the date of trade during the three month period ended September 30, 2020.
2020 Third Quarter Months
Total Number of Shares Purchased(1)
Average Price Paid Per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
July 1, 2020 - July 31, 2020
—
$
—
—
$
220,756,556
August 1, 2020 - August 31, 2020
2,185
$
31.58
—
$
—
September 1, 2020 - September 30, 2020
5,124
$
36.06
—
$
—
(1)All of the shares purchased during the three month period ended September 30, 2020 were in connection with net exercises of stock options.
(2)The average price paid per share includes brokerage commissions.
(3)On August 1, 2018, our Board of Directors had approved a share repurchase program which authorized the repurchase of up to $250.0 million of the Company’s outstanding common stock over the next two years, effective August 1, 2018 until and including July 31, 2020. For a further description of the share repurchase program, see Note 24 “Share Repurchase Program” to our consolidated financial statements in the annual report on Form 10-K for the fiscal year ended December 31, 2019. The previously announced share repurchase program expired on July 31, 2020.
The following is a list of all exhibits filed or furnished as part of this report.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual statement of affairs as of the date they were made or at any other time.
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and Charm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
2.2
Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 3, 2020
INGERSOLL RAND INC.
By:
/s/ Michael J. Scheske
Name: Michael J. Scheske
Vice President and Corporate Controller (Principal Accounting Officer)
