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Watchlist
Account
Mohawk Industries
MHK
#2448
Rank
$7.49 B
Marketcap
๐บ๐ธ
United States
Country
$120.71
Share price
1.97%
Change (1 day)
1.40%
Change (1 year)
๐งฑ Building materials
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Annual Reports (10-K)
Mohawk Industries
Quarterly Reports (10-Q)
Financial Year FY2020 Q1
Mohawk Industries - 10-Q quarterly report FY2020 Q1
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
[Mark One]
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 28, 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
01-13697
__________________________________________
MOHAWK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
52-1604305
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
160 S. Industrial Blvd.
Calhoun
Georgia
30701
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
706
)
629-7721
Former name, former address and former fiscal year, if changed since last report:
__________________________________________
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.
Yes
x
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 and post such files).
Yes
x
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
x
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
x
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, $.01 par value
MHK
New York Stock Exchange
Floating Rate Notes due 2020
New York Stock Exchange
Floating Rate Notes due 2021
New York Stock Exchange
2.000% Senior Notes due 2022
New York Stock Exchange
The number of shares outstanding of the issuer’s common stock as of
May 1, 2020
, the latest practicable date, is as follows:
71,184,454
shares of common stock, $.01 par value.
Table of Contents
MOHAWK INDUSTRIES, INC.
INDEX
Page No
Part I.
FINANCIAL INFORMATION
Item 1.
Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of
March 28, 2020 and December 31, 2019
3
Condensed Consolidated Statements of Operations for the three
months ended March 28, 2020 and March 30, 2019
4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three
months ended March 28, 2020 and March 30, 2019
5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 28, 2020 and March 30, 2019
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 4.
Controls and Procedures
33
Part II.
OTHER INFORMATION
Item 1.
Legal Proceedings
34
Item 1A.
Risk Factors
35
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
36
Item 3.
Defaults Upon Senior Securities
36
Item 4.
Mine Safety Disclosures
36
Item 5.
Other Information
36
Item 6.
Exhibits
38
2
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data) (Unaudited)
March 28,
2020
December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents
$
263,086
134,785
Receivables, net
1,644,750
1,526,619
Inventories
2,195,434
2,282,328
Prepaid expenses
419,099
415,546
Other current assets
90,662
70,179
Total current assets
4,613,031
4,429,457
Property, plant and equipment
8,267,565
8,496,008
Less: accumulated depreciation
3,794,652
3,797,091
Property, plant and equipment, net
4,472,913
4,698,917
Right of use operating lease assets
331,329
323,003
Goodwill
2,519,979
2,570,027
Tradenames
678,903
702,732
Other intangible assets subject to amortization, net
225,120
226,147
Deferred income taxes and other non-current assets
415,667
436,397
$
13,256,942
13,386,680
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt
$
1,210,525
1,051,498
Accounts payable and accrued expenses
1,554,085
1,559,140
Current operating lease liabilities
106,673
101,945
Total current liabilities
2,871,283
2,712,583
Deferred income taxes
480,035
473,886
Long-term debt, less current portion
1,514,000
1,518,388
Non-current operating lease liabilities
238,830
228,155
Other long-term liabilities
305,151
327,220
Total liabilities
5,409,299
5,260,232
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $.01 par value; 60 shares authorized; no shares issued
—
—
Common stock, $.01 par value; 150,000 shares authorized; 78,531 and 78,980 shares issued in 2020 and 2019, respectively
785
790
Additional paid-in capital
1,870,003
1,868,250
Retained earnings
7,274,085
7,232,337
Accumulated other comprehensive loss
(
1,087,852
)
(
765,824
)
8,057,021
8,335,553
Less: treasury stock at cost; 7,346 and 7,348 shares in 2020 and 2019, respectively
215,653
215,712
Total Mohawk Industries, Inc. stockholders’ equity
7,841,368
8,119,841
Nonredeemable noncontrolling interest
6,275
6,607
Total stockholders’ equity
7,847,643
8,126,448
$
13,256,942
13,386,680
See accompanying notes to condensed consolidated financial statements.
3
Table of Contents
MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 28,
2020
March 30,
2019
Net sales
$
2,285,763
2,442,490
Cost of sales
1,669,323
1,817,563
Gross profit
616,440
624,927
Selling, general and administrative expenses
464,957
459,597
Operating income
151,483
165,330
Interest expense
8,671
10,473
Other expense (income), net
5,679
(
3,736
)
Earnings before income taxes
137,133
158,593
Income tax expense
26,668
37,018
Net earnings including noncontrolling interests
110,465
121,575
Net income (loss) attributable to noncontrolling interests
(
49
)
(
10
)
Net earnings attributable to Mohawk Industries, Inc.
$
110,514
121,585
Basic earnings per share attributable to Mohawk Industries, Inc.
Basic earnings per share attributable to Mohawk Industries, Inc.
$
1.54
1.68
Weighted-average common shares outstanding—basic
71,547
72,342
Diluted earnings per share attributable to Mohawk Industries, Inc.
Diluted earnings per share attributable to Mohawk Industries, Inc.
$
1.54
1.67
Weighted-average common shares outstanding—diluted
71,777
72,646
See accompanying notes to condensed consolidated financial statements.
4
Table of Contents
MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended
March 28,
2020
March 30,
2019
Net earnings including noncontrolling interests
$
110,465
121,575
Other comprehensive income (loss):
Foreign currency translation adjustments
(
322,411
)
13,962
Pension prior service cost and actuarial gain, net of tax
101
108
Other comprehensive income (loss)
(
322,310
)
14,070
Comprehensive income (loss)
(
211,845
)
135,645
Comprehensive (loss) attributable to noncontrolling interests
(
332
)
(
1
)
Comprehensive income (loss) attributable to Mohawk Industries, Inc.
$
(
211,513
)
135,646
See accompanying notes to condensed consolidated financial statements.
5
Table of Contents
MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 28,
2020
March 30,
2019
Cash flows from operating activities:
Net earnings
$
110,465
121,575
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Restructuring
11,709
32,937
Depreciation and amortization
145,516
137,291
Deferred income taxes
3,481
9,903
Loss on disposal of property, plant and equipment
901
1,164
Stock-based compensation expense
5,041
5,789
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables, net
(
168,740
)
(
142,518
)
Inventories
24,284
(
39,409
)
Other assets and prepaid expenses
(
26,573
)
(
2,474
)
Accounts payable and accrued expenses
66,175
71,199
Other liabilities
22,715
(
25,320
)
Net cash provided by operating activities
194,974
170,137
Cash flows from investing activities:
Additions to property, plant and equipment
(
115,632
)
(
136,948
)
Acquisitions, net of cash acquired
—
(
76,847
)
Purchases of short-term investments
(
183,300
)
(
154,000
)
Redemption of short-term investments
165,500
156,000
Net cash used in investing activities
(
133,432
)
(
211,795
)
Cash flows from financing activities:
Payments on Senior Credit Facilities
(
65,661
)
(
132,030
)
Proceeds from Senior Credit Facilities
613,448
94,539
Payments on Commercial Paper
(
3,644,139
)
(
3,815,406
)
Proceeds from Commercial Paper
3,259,341
3,895,455
Payments of other debt and financing costs
(
808
)
(
125
)
Purchase of Mohawk common stock
(
68,640
)
—
Change in outstanding checks in excess of cash
(
2,945
)
(
10,965
)
Shares redeemed for taxes
(
3,396
)
(
4,669
)
Proceeds from stock transactions
1
1
Net cash (used in) provided by financing activities
87,201
26,800
Effect of exchange rate changes on cash and cash equivalents
(
20,442
)
1,476
Net change in cash and cash equivalents
128,301
(
13,382
)
Cash and cash equivalents, beginning of period
134,785
119,050
Cash and cash equivalents, end of period
$
263,086
105,668
See accompanying notes to condensed consolidated financial statements.
6
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MOHAWK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
1.
General
Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Mohawk,” or “the Company” as used in this Form 10-Q refer to Mohawk Industries, Inc.
Interim Reporting
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto, and the Company’s description of critical accounting policies, included in the Company’s
2019
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission. Results for interim periods are not necessarily indicative of the results for the year.
Hedges of Net Investments in Non-U.S. Operations
The Company has numerous investments outside the United States. The net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. The Company uses foreign currency denominated debt to hedge its non-U.S. net investments against adverse movements in exchange rates. The gains and losses on the Company’s net investments in its non-U.S. operations are economically offset by losses and gains on its foreign currency borrowings.
The Company designated its
€
500,000
2.00
%
Senior Notes borrowing as a net investment hedge of a portion of its European operations. For the
three months ended
March 28, 2020
and
March 30, 2019
, the change in the U.S. dollar value of the Company’s euro denominated debt was
a decrease
of
$
3,182
(
$
2,417
net of taxes) and
a decrease
of
$
11,233
(
$
8,532
net of taxes), respectively, which is recorded in the foreign currency translation adjustment component of accumulated other comprehensive income or (loss). The change in the U.S. dollar value of the Company’s debt partially offsets the euro-to-dollar translation of the Company’s net investment in its European operations.
Recent Accounting Pronouncements - Recently Adopted
In June 2016, the FASB issues ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
, which was further amended by additional accounting standards updates issued by the FASB. The new standard replaced the incurred loss impairment methodology for recognizing credit losses with a new methodology that requires recognition of lifetime expected credit losses when a financial asset is originated or purchased, even if the risk of loss is remote. The new methodology (referred to as the current expected credit losses model, or "CECL") applies to most financial assets measured at amortized cost, including trade receivables, and requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses. The Company adopted the new standard on January 1, 2020 using a modified retrospective transition approach, with the cumulative impact being immaterial to the financial statements.
In January 2017, the FASB issued ASU 2017-04,
Intangibles - Goodwill and other (Topic 350): Simplifying the test for goodwill impairment.
The amendments remove the second step of the current goodwill impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This guidance is effective for impairment tests in fiscal years beginning after December 15, 2019. The effect of adopting the new standard was not material.
Recent Accounting Pronouncements - Effective in Future Years
In December 2019, the FASB issued ASU 2019-12,
Simplifying the Accounting for Income Taxes
which simplified the accounting for income taxes in several areas by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The amendment is effective commencing in 2021 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this accounting standards update will have on its consolidated financial statements.
7
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
2.
Acquisitions
2019 Acquisitions
During 2019, the Company acquired
two
hard surface flooring distribution companies based in the Netherlands and Czech Republic for
$
76,237
, resulting in a preliminary goodwill allocation of
$
38,366
and intangible assets subject to amortization of
$
12,789
. The results have been included in the Flooring ROW segment and are not material to the Company’s consolidated results of operations.
2018 Acquisitions
On
November 16, 2018
, the Company completed its purchase of Eliane S/A Revestimentos Ceramicos (“Eliane”), one of the largest ceramic tile companies in Brazil. Pursuant to the purchase agreement, the Company (i) acquired the entire issued share capital of Eliane and (ii) acquired
$
99,037
of net indebtedness of Eliane, with total cash consideration paid of $
148,302
. The Company’s acquisition of Eliane resulted in allocations of goodwill of $
33,019
, indefinite-lived tradename intangible assets of $
32,238
and intangible assets subject to amortization of $
5,818
. The majority of the goodwill is deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill include product, sales and manufacturing synergies. Eliane’s results of operations have been included in the consolidated financial statements since the date of acquisition in the Global Ceramic reporting segment.
On
July 2, 2018
, the Company completed its acquisition of Godfrey Hirst Group, the leading flooring company in Australia and New Zealand, further extending Mohawk’s global position. The total value of the acquisition was
$
400,894
. The Company’s acquisition of Godfrey Hirst Group resulted in allocations of goodwill of
$
88,655
, indefinite-lived tradename intangible assets of
$
58,671
and intangible assets subject to amortization of
$
43,635
. The goodwill is deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill include product, sales and manufacturing synergies. The Godfrey Hirst Group’s results have been included in the condensed consolidated financial statements since the date of acquisition in the Flooring NA and Flooring ROW segments.
During the first quarter of 2018, the Company completed the acquisition of
three
businesses in the Flooring ROW segment for
$
24,610
, resulting in a goodwill allocation of
$
12,874
and intangibles subject to amortization of
$
7
.
8
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
3.
Revenue from Contracts with Customers
Revenue recognition and accounts receivable
The Company recognizes revenues when it satisfies performance obligations as evidenced by the transfer of control of the promised goods to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The nature of the promised goods are ceramic, stone, carpet, resilient, laminate, wood and other flooring products. Payment is typically received 90 days or less from the invoice date. The Company adjusts the amounts of revenue for expected cash discounts, sales allowances, returns, and claims, based upon historical experience. The Company adjusts accounts receivable for doubtful account allowances based upon relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount, periodic evaluation of specific customer accounts, and the aging of accounts receivable. If the Company expects the financial condition of the Company’s customers to deteriorate based on current conditions or reasonable and supportable forecasts, additional allowances may be required.
Contract liabilities
The Company historically records contract liabilities when it receives payment prior to fulfilling a performance obligation. Contract liabilities related to revenues are recorded in accounts payable and accrued expenses on the accompanying condensed consolidating balance sheets. The Company had contract liabilities of
$
29,268
and
$
34,959
as of
March 28, 2020
and
December 31, 2019
, respectively.
Performance obligations
Substantially all of the Company’s revenue is recognized at a point in time when the product is either shipped or received from the Company’s facilities and control of the product is transferred to the customer. Accordingly, in any period, the Company does not recognize a significant amount of revenue from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenue recognized during the
three months ended
March 28, 2020
was immaterial.
Costs to obtain a contract
The Company historically incurs certain incremental costs to obtain revenue contracts. These costs relate to marketing display structures and are capitalized when the amortization period is greater than one year, with the amount recorded in other assets on the accompanying condensed consolidated balance sheets. Capitalized costs to obtain contracts were
$
66,965
and
$
69,039
as of
March 28, 2020
and
December 31, 2019
, respectively. Amortization expense recognized during the
three months ended
March 28, 2020
related to these capitalized costs was
$
15,540
.
Practical expedients and policy elections
The Company elected the following practical expedients and policy elections:
•
Incremental costs of obtaining a contract is recorded as an expense when incurred in selling, general and administrative expenses if the amortization period is less than
one year
.
•
Shipping and handling activities performed after control has been transferred is accounted for as a fulfillment cost in cost of sales.
9
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Revenue disaggregation
The following table presents the Company’s segment revenues disaggregated by the geographical market location of customer sales and product categories for the
three months ended
March 28, 2020
and
March 30, 2019
:
March 28, 2020
Global Ceramic segment
Flooring NA segment
Flooring ROW segment
Total
Geographical Markets
United States
$
505,105
810,448
707
1,316,260
Europe
169,536
2,636
440,495
612,667
Russia
59,807
—
26,326
86,133
Other
114,002
35,246
121,455
270,703
$
848,450
848,330
588,983
2,285,763
Product Categories
Ceramic & Stone
$
848,450
10,365
—
858,815
Carpet & Resilient
—
683,713
191,295
875,008
Laminate & Wood
—
154,252
198,810
353,062
Other
(1)
—
—
198,878
198,878
$
848,450
848,330
588,983
2,285,763
March 30, 2019
Global Ceramic segment
Flooring NA segment
Flooring ROW segment
Total
Geographical Markets
United States
$
541,826
883,242
68
1,425,136
Europe
179,310
1,837
469,916
651,063
Russia
51,915
29
23,615
75,559
Other
125,301
36,872
128,559
290,732
$
898,352
921,980
622,158
2,442,490
Product Categories
Ceramic & Stone
$
898,352
14,443
—
912,795
Carpet & Resilient
—
735,424
190,929
926,353
Laminate & Wood
—
172,113
210,201
382,314
Other
(1)
—
—
221,028
221,028
$
898,352
921,980
622,158
2,442,490
(1)
Other includes roofing elements, insulation boards, chipboards and IP contracts.
10
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4.
Restructuring, acquisition and integration-related costs
The Company incurs costs in connection with acquiring, integrating and restructuring acquisitions and in connection with its global cost-reduction/productivity initiatives. For example:
•
In connection with acquisition activity, the Company typically incurs costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and
•
In connection with the Company’s cost-reduction/productivity initiatives, it typically incurs costs and charges associated with site closings and other facility rationalization actions and workforce reductions.
Restructuring, acquisition transaction and integration-related costs consisted of the following during the
three months ended
March 28, 2020
and
March 30, 2019
:
Three Months Ended
March 28, 2020
March 30, 2019
Cost of sales
Restructuring costs
(1)
$
11,172
31,535
Acquisition integration-related costs
610
1,067
Restructuring and acquisition integration-related costs
$
11,782
32,602
Selling, general and administrative expenses
Restructuring costs
(1)
$
537
1,402
Acquisition transaction-related costs
(
216
)
280
Acquisition integration-related costs
575
1,419
Restructuring, acquisition transaction and integration-related costs
$
896
3,101
(1) The restructuring costs for
2020
and
2019
primarily relate to the Company’s actions taken to lower its cost structure and improve efficiencies of manufacturing and distribution operations as well as actions related to the Company’s recent acquisitions.
The restructuring activity for the
three months ended
March 28, 2020
is as follows:
Lease
impairments
Asset write-downs
Severance
Other
restructuring
costs
Total
Balance as of December 31, 2019
$
21
—
4,122
116
4,259
Provision - Flooring NA segment
—
2,833
—
5,936
8,769
Provision - Flooring ROW segment
—
1,605
281
993
2,879
Provision - Corporate
—
—
61
—
61
Cash payments
(
8
)
—
(
2,010
)
(
3,757
)
(
5,775
)
Non-cash items
—
(
4,438
)
(
144
)
(
3,140
)
(
7,722
)
Balance as of March 28, 2020
$
13
—
2,310
148
2,471
The Company expects the remaining severance and other restructuring costs to be paid over the next 12 months.
11
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5.
Receivables, net
Receivables, net are as follows:
At March 28, 2020
At December 31, 2019
Customers, trade
$
1,611,525
1,491,592
Income tax receivable
9,098
8,428
Other
88,872
88,520
1,709,495
1,588,540
Less: allowance for discounts, claims and doubtful accounts
(1)
64,745
61,921
Receivables, net
$
1,644,750
1,526,619
(1)
The Company adopted the new standard, ASU 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
on January 1, 2020 using a modified retrospective transition approach, with the cumulative impact being immaterial to the financial statements.
6.
Inventories
The components of inventories are as follows:
At March 28, 2020
At December 31, 2019
Finished goods
$
1,560,769
1,610,742
Work in process
136,581
144,639
Raw materials
498,084
526,947
Total inventories
$
2,195,434
2,282,328
7.
Goodwill and intangible assets
The components of goodwill and other intangible assets are as follows:
Goodwill:
Global Ceramic segment
Flooring NA segment
Flooring ROW segment
Total
Balance as of December 31, 2019
Goodwill
$
1,583,576
874,198
1,439,678
3,897,452
Accumulated impairment losses
(
531,930
)
(
343,054
)
(
452,441
)
(
1,327,425
)
1,051,646
531,144
987,237
2,570,027
Goodwill recognized during the period
—
—
(
9,642
)
(
9,642
)
Currency translation during the period
(
23,930
)
—
(
16,476
)
(
40,406
)
Balance as of March 28, 2020
Goodwill
1,559,646
874,198
1,413,560
3,847,404
Accumulated impairment losses
(
531,930
)
(
343,054
)
(
452,441
)
(
1,327,425
)
$
1,027,716
531,144
961,119
2,519,979
12
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Intangible assets not subject to amortization:
Tradenames
Balance as of December 31, 2019
$
702,732
Currency translation during the period
(
23,829
)
Balance as of March 28, 2020
$
678,903
Intangible assets subject to amortization:
Gross carrying amounts:
Customer
relationships
Patents
Other
Total
Balance as of December 31, 2019
$
645,206
249,100
6,631
900,937
Intangible assets recognized during the period
12,789
—
—
12,789
Currency translation during the period
(
9,387
)
(
1,471
)
(
204
)
(
11,062
)
Balance as of March 28, 2020
$
648,608
247,629
6,427
902,664
Accumulated amortization:
Customer
relationships
Patents
Other
Total
Balance as of December 31, 2019
$
426,765
246,872
1,153
674,790
Amortization during the period
6,324
510
42
6,876
Currency translation during the period
(
2,670
)
(
1,445
)
(
7
)
(
4,122
)
Balance as of March 28, 2020
$
430,419
245,937
1,188
677,544
Intangible assets subject to amortization, net
$
218,189
1,692
5,239
225,120
Three Months Ended
March 28,
2020
March 30,
2019
Amortization expense
$
6,876
6,729
Mohawk performs its annual testing of goodwill and indefinite lived intangibles in the fourth quarter of each year and no impairment was indicated for 2019. In 2019 the Company also concluded that in general, a decline in estimated after tax cash flows greater than approximately
19
%
to
39
%
or an increase of approximately
15
%
to
45
%
in WACC or a significant or prolonged decline in market capitalization could result in an additional indication of impairment.
As a result of the recent economic impact from COVID-19, the Company performed a qualitative assessment of whether the fair value of any of its reporting units or indefinite-lived intangible assets was more likely than not less than its carrying amount at March 28, 2020. The Company concluded neither goodwill nor any of its indefinite-lived intangible assets were impaired at March 28, 2020. However, while we have concluded that neither goodwill nor any of its indefinite-lived intangible assets were impaired during the quarter ended March 28, 2020, a prolonged pandemic could impact the Company’s assumptions utilized in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an impairment. Hence, the Company continues to monitor the economic impact of COVID-19 and may be required to reassess impairment of goodwill or indefinite-lived intangible assets in future interim periods.
8.
Accounts payable and accrued expenses
Accounts payable and accrued expenses are as follows:
At March 28, 2020
At December 31, 2019
Outstanding checks in excess of cash
$
6,981
9,924
Accounts payable, trade
899,178
824,956
Accrued expenses
409,445
461,035
Product warranties
51,983
49,184
Accrued interest
6,856
21,050
Accrued compensation and benefits
179,642
192,991
Total accounts payable and accrued expenses
$
1,554,085
1,559,140
9.
Accumulated other comprehensive income (loss)
The changes in accumulated other comprehensive income (loss) by component, for the
three months ended
March 28, 2020
are as follows:
Foreign currency translation adjustments
Pensions, net of tax
Total
Balance as of December 31, 2019
$
(
753,108
)
(
12,716
)
(
765,824
)
Current period other comprehensive income (loss)
(
322,129
)
101
(
322,028
)
Balance as of March 28, 2020
$
(
1,075,237
)
(
12,615
)
(
1,087,852
)
13
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
10.
Leases
Effective January 1, 2019 the Company adopted ASC 842, which requires recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet, based on the present value of the future minimum rental payments for existing operating leases. The Company adopted the provisions of ASC 842 on January 1, 2019 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption in line with the new transition method allowed under ASU 2018-11. ASC 842 provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients” which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight and elected the practical expedient pertaining to land easements. The new standard also provides practical expedients for an entity’s ongoing accounting for leases. The Company elected the short-term lease exemption for all leases that qualify, meaning the Company will not recognize ROU assets or lease liabilities for leases with terms shorter than twelve months. The Company also elected the practical expedient to not separate lease and non-lease components for a majority of its asset classes, including real estate and most equipment.
The Company measures the ROU assets and liabilities based on the present value of the future minimum lease payments over the lease term at the commencement date. Minimum lease payments include the fixed lease and non-lease components of the agreement, as well as any variable rent payments that depend on an index, initially measured using the index at the lease commencement date. The ROU assets are adjusted for any initial direct costs incurred less any lease incentives received, in addition to payments made on or before the commencement date of the lease. The Company recognizes lease expense for leases on a straight-line basis over the lease term.
As the implicit rate is not readily determinable for most of the Company’s lease agreements, the Company uses an estimated incremental borrowing rate to determine the initial present value of lease payments. These discount rates for leases are calculated using the Company’s credit spread adjusted for current market factors and foreign currency rates. The Company also made a policy election to determine its incremental borrowing rate, at the initial application date, using the total lease term and the total minimum rental payments, as the Company believes this rate is more indicative of the implied financing cost.
The Company determines if a contract is or contains a lease at inception. The Company has operating and finance leases for service centers, warehouses, showrooms, and machinery and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company enters into lease contracts ranging from
1
to
60
years
with a majority of the Company’s lease terms ranging from
1
to
8
years
.
Some leases include one or more options to renew, with renewal terms that can extend the lease term from
3
to
10
years
or more. The exercise of these lease renewal options is at the Company’s sole discretion. An insignificant number of our leases include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term.
Certain of our leases include rental payments that will adjust periodically for inflation or certain adjustments based on step increases. An insignificant number of our leases contain residual value guarantees and none of our agreements contain material restrictive covenants. Variable rent expenses consist primarily of maintenance, property taxes and charges based on usage.
We rent or sublease certain real estate to third parties. Our sublease portfolio consists mainly of operating leases.
14
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The components of lease costs are as follows:
Three Months Ended March 28, 2020
Three Months Ended March 30, 2019
Cost of Goods Sold
Selling, General and Administrative
Total
Cost of Goods Sold
Selling, General and Administrative
Total
Operating lease costs
Fixed
$
7,401
24,813
32,214
7,688
24,455
32,143
Short-term
2,641
3,805
6,446
1,439
2,909
4,348
Variable
2,269
8,126
10,395
2,278
5,200
7,478
Sub-leases
(
97
)
(
141
)
(
238
)
(
84
)
(
133
)
(
217
)
$
12,214
36,603
48,817
11,321
32,431
43,752
Three Months Ended March 28, 2020
Three Months Ended March 30, 2019
Depreciation and Amortization
Interest
Total
Depreciation and Amortization
Interest
Total
Finance lease costs
Amortization of leased assets
$
1,254
—
1,254
432
—
432
Interest on lease liabilities
—
149
149
—
31
31
$
1,254
149
1,403
432
31
463
Net lease costs
$
50,220
44,215
Supplemental balance sheet information related to leases is as follows:
Classification
At March 28, 2020
At December 31, 2019
Assets
Operating Leases
Right of use operating lease assets
Right of use operating lease assets
$
331,329
323,003
Finance Leases
Property, plant and equipment, gross
Property, plant and equipment
36,797
35,271
Accumulated depreciation
Accumulated depreciation
(
6,725
)
(
5,664
)
Property, plant and equipment, net
Property, plant and equipment, net
30,072
29,607
Total lease assets
$
361,401
352,610
Liabilities
Operating Leases
Other current
Current operating lease liabilities
$
106,673
101,945
Non-current
Non-current operating lease liabilities
238,830
228,155
Total operating liabilities
345,503
330,100
Finance Leases
Short-term debt
Short-term debt and current portion of long-term debt
5,266
4,835
Long-term debt
Long-term debt, less current portion
25,611
25,214
Total finance liabilities
30,877
30,049
Total lease liabilities
$
376,380
360,149
15
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Maturities of lease liabilities are as follows:
Year ending December 31,
Finance
Leases
Operating
Leases
Total
2020 (excluding the three months ended March 28, 2020)
$
4,339
89,915
94,254
2021
5,413
98,707
104,120
2022
5,062
71,624
76,686
2023
4,386
43,215
47,601
2024
3,109
26,043
29,152
Thereafter
11,223
42,024
53,247
Total lease payments
33,532
371,528
405,060
Less imputed interest
2,655
26,025
Present value, Total
$
30,877
345,503
The Company had approximately
$
2,618
of leases that commenced after
March 28, 2020
that created rights and obligations to the Company. These leases are not included in the above maturity schedule.
For additional information regarding the Company’s Commitments and Contingencies as of December 31, 2019 as disclosed for finance and operating leases, see Note 15 in its 2019 Annual Report filed on Form 10-K.
Lease term and discount rate are as follows:
At March 28, 2020
At March 30, 2019
Weighted Average Remaining Lease Term
Operating Leases
4.44
years
4.16
years
Finance Leases
8.08
years
8.89
years
Weighted Average Discount Rate
Operating Leases
3.2
%
3.3
%
Finance Leases
1.4
%
2.1
%
Supplemental cash flow information related to leases was as follows:
Three Months Ended
March 28,
2020
March 30,
2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases
$
31,343
31,557
Operating cash flows from finance leases
110
31
Financing cash flows from finance leases
1,288
371
Right-of-use assets obtained in exchange for lease obligations:
Operating Leases
39,911
22,243
Finance Leases
1,531
—
Amortization:
Amortization of Right of use operating lease assets
(1)
30,189
28,641
(1)
Amortization of Right of use operating lease assets during the period is reflected in Other assets and prepaid expenses on the Condensed Consolidated Statements of Cash Flows.
16
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
11.
Stock-based compensation
The Company recognizes compensation expense for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10. Compensation expense is recognized on a straight-line basis over the options’ or other awards’ estimated lives for fixed awards with ratable vesting provisions.
The Company granted
188
restricted stock units ("RSUs") at a weighted average grant-date fair value of
$
120.94
per unit for the
three months ended
March 28, 2020
. The Company granted
169
RSUs at a weighted average grant-date fair value of
$
137.71
per unit for the
three months ended
March 30, 2019
. The Company recognized stock-based compensation costs related to the issuance of RSUs of
$
5,041
(
$
3,731
net of taxes) and
$
5,789
(
$
4,283
net of taxes) for the
three months ended
March 28, 2020
and
March 30, 2019
, respectively, which has been allocated to cost of sales and selling, general and administrative expenses. Pre-tax unrecognized compensation expense for unvested RSUs granted to employees, net of estimated forfeitures, was
$
17,815
as of
March 28, 2020
, and will be recognized as expense over a weighted-average period of approximately
2.27
years
. The Company did not recognize any stock-based compensation costs related to stock options for the
three months ended
March 28, 2020
and
March 30, 2019
, respectively.
12.
Other expense (income), net
Other expense (income), net is as follows:
Three Months Ended
March 28,
2020
March 30,
2019
Foreign currency losses (gains), net
$
7,608
(
1,110
)
All other, net
(
1,929
)
(
2,626
)
Total other expense (income), net
$
5,679
(
3,736
)
13.
Income Taxes
For the
quarter ended
March 28, 2020
, the Company recorded income tax expense of
$
26,668
on earnings before income taxes of
$
137,133
for an effective tax rate of
19.4
%
, as compared to an income tax expense of
$
37,018
on earnings before income taxes of
$
158,593
, for an effective tax rate of
23.3
%
for the
quarter ended
March 30, 2019
. The difference in the effective tax rates for the comparative periods was caused by the geographical dispersion of profits and losses and the inability of the Company to make a reliable estimate of its annual effective tax rate.
In accordance with ASC 740-270, Interim Reporting, at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on an interim period. However, in certain circumstances where the Company is unable to make a reliable estimate of the annual effective tax rate, ASC 740-270 allows the actual effective tax rate for the interim period to be used. For the first quarter ended March 28, 2020, the Company calculated its effective rate for the interim period and applied that rate to the interim period results. The Company used this approach because it was unable to reasonably estimate its annual effective rate due to the variability of the rate as a result of small changes in forecasted income, fluctuations in annual pre-tax income and loss between quarters, and the effects of being taxed in multiple tax jurisdictions.
17
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
14.
Stockholders’ Equity
The following tables reflect the changes in stockholders’ equity for the
three months ended
March 28, 2020
and
March 30, 2019
(in thousands).
Total Stockholders’ Equity
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock
Noncontrolling Interest
Total
Stockholders’
Equity
Shares
Amount
Shares
Amount
January 1, 2020
78,980
$
790
$
1,868,250
$
7,232,337
$
(
765,824
)
(
7,348
)
$
(
215,712
)
$
6,607
$
8,126,448
Shares issued under employee and director stock plans
130
1
(
3,288
)
—
—
2
59
—
(
3,228
)
Stock-based compensation expense
—
—
5,041
—
—
—
—
—
5,041
Repurchases of common stock
(
579
)
(
6
)
—
(
68,635
)
—
—
—
—
(
68,641
)
Noncontrolling earnings
—
—
—
—
—
—
—
(
49
)
(
49
)
Currency translation adjustment on non-controlling interests
—
—
—
—
—
—
—
(
283
)
(
283
)
Currency translation adjustment
—
—
—
—
(
322,129
)
—
—
—
(
322,129
)
Prior pension and post-retirement benefit service cost and actuarial gain / loss
—
—
—
—
101
—
—
—
101
CECL Adoption
—
—
—
(
131
)
—
—
—
—
(
131
)
Net income
—
—
—
110,514
—
—
—
—
110,514
March 28, 2020
78,531
$
785
$
1,870,003
$
7,274,085
$
(
1,087,852
)
(
7,346
)
$
(
215,653
)
$
6,275
$
7,847,643
Total Stockholders’ Equity
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock
Noncontrolling Interest
Total
Stockholders’
Equity
Shares
Amount
Shares
Amount
January 1, 2019
79,656
$
797
$
1,852,173
$
6,588,197
$
(
791,608
)
(
7,349
)
$
(
215,745
)
$
6,245
$
7,440,059
Shares issued under employee and director stock plans
115
1
(
4,478
)
—
—
—
29
—
(
4,448
)
Stock-based compensation expense
—
—
5,789
—
—
—
—
—
5,789
Noncontrolling earnings
—
—
—
—
—
—
—
(
10
)
(
10
)
Currency translation adjustment on non-controlling interests
—
—
—
—
—
—
—
9
9
Currency translation adjustment
—
—
—
—
13,953
—
—
—
13,953
Prior pension and post-retirement benefit service cost and actuarial gain / loss
—
—
—
—
108
—
—
—
108
Net income
—
—
—
121,585
—
—
—
—
121,585
March 30, 2019
79,771
$
798
$
1,853,484
$
6,709,782
$
(
777,547
)
(
7,349
)
$
(
215,716
)
$
6,244
$
7,577,045
18
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
15.
Earnings per share
Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per common share assumes the exercise of outstanding stock options and the vesting of RSUs using the treasury stock method when the effects of such assumptions are dilutive.
A reconciliation of net earnings available to common stockholders and weighted-average common shares outstanding for purposes of calculating basic and diluted earnings per share is as follows:
Three Months Ended
March 28,
2020
March 30,
2019
Net earnings attributable to Mohawk Industries, Inc.
$
110,514
121,585
Weighted-average common shares outstanding-basic and diluted:
Weighted-average common shares outstanding—basic
71,547
72,342
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net
230
304
Weighted-average common shares outstanding-diluted
71,777
72,646
Earnings per share attributable to Mohawk Industries, Inc.
Basic
$
1.54
1.68
Diluted
$
1.54
1.67
16.
Segment reporting
The Company has
three
reporting segments: the Global Ceramic segment, the Flooring NA segment and the Flooring ROW segment. The Global Ceramic segment designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone, quartz, porcelain slab countertops and other products, which it distributes primarily in North America, Europe, South America and Russia through its network of regional distribution centers and Company-operated service centers using company-operated trucks, common carriers or rail transportation. The segment’s product lines are sold through Company-operated service centers, independent distributors, home center retailers, tile and flooring retailers and contractors. The Flooring NA segment designs, manufactures, sources and markets its floor covering product lines, including carpets, rugs, carpet pad, hardwood, laminate and resilient (includes sheet vinyl and LVT), which it distributes through its network of regional distribution centers and satellite warehouses using company-operated trucks, common carrier or rail transportation. The segment’s product lines are sold through various selling channels, including independent floor covering retailers, distributors, home centers, mass merchandisers, department stores, shop at home, buying groups, commercial contractors and commercial end users. The Flooring ROW segment designs, manufactures, sources, licenses and markets laminate, hardwood flooring, roofing elements, insulation boards, medium-density fiberboard (“MDF”), chipboards, other wood products, sheet vinyl and LVT, which it distributes primarily in Europe, Australia, New Zealand and Russia through various selling channels, which include retailers, independent distributors and home centers.
The accounting policies for each operating segment are consistent with the Company’s policies for the consolidated financial statements. Amounts disclosed for each segment are prior to any elimination or consolidation entries. Corporate general and administrative expenses attributable to each segment are estimated and allocated accordingly. Segment performance is evaluated based on operating income.
19
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Segment information is as follows:
Three Months Ended
March 28,
2020
March 30,
2019
Net sales:
Global Ceramic segment
$
848,450
898,352
Flooring NA segment
848,330
921,980
Flooring ROW segment
588,983
622,158
Intersegment sales
—
—
Total
$
2,285,763
2,442,490
Operating income (loss):
Global Ceramic segment
$
49,089
84,335
Flooring NA segment
33,682
649
Flooring ROW segment
77,227
90,431
Corporate and intersegment eliminations
(
8,515
)
(
10,085
)
Total
$
151,483
165,330
At March 28, 2020
At December 31, 2019
Assets:
Global Ceramic segment
$
5,237,631
5,419,896
Flooring NA segment
3,841,815
3,823,654
Flooring ROW segment
3,810,348
3,925,246
Corporate and intersegment eliminations
367,148
217,884
Total
$
13,256,942
13,386,680
17.
Commitments and contingencies
The Company is involved in litigation from time to time in the regular course of its business. Except as noted below, there are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject.
Perfluorinated Compounds (“PFCs”) Litigation
In September 2016, the Water Works and Sewer Board of the City of Gadsden, Alabama (the “Gadsden Water Board”) filed an individual complaint in the Circuit Court of Etowah County, Alabama against certain manufacturers, suppliers, and users of chemicals containing specific PFCs, including the Company. In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama (the “Centre Water Board”) filed a similar complaint in the Circuit Court of Cherokee County, Alabama. The Gadsden Water Board and the Centre Water Board both seek monetary damages and injunctive relief claiming that their water supplies contain excessive amounts of PFCs. Certain defendants, including the Company, filed dispositive motions in each case arguing that the Alabama state courts lack personal jurisdiction over them. These motions were denied. In June and September 2018, certain defendants, including the Company, petitioned the Alabama Supreme Court for Writs of Mandamus directing each lower court to enter an order granting the defendants’ dispositive motions on personal jurisdiction grounds. The Alabama Supreme Court denied the petitions on December 20, 2019. Certain defendants, including the Company, filed an Application for Rehearing with the Alabama Supreme Court asking the Court to reconsider its December 2019 decision. The Alabama Supreme Court denied the application for rehearing.
In December 2019, the City of Rome, Georgia (“Rome”) filed a complaint in the Superior Court of Floyd County, Georgia that is similar to the Gadsden Water Board and Centre Water Board complaints, again seeking monetary damages and injunctive relief related to PFCs. Also in December 2019, Jarrod Johnson filed a putative class action in the Superior Court of Floyd County, Georgia purporting to represent all water subscribers with the Rome (Georgia) Water and Sewer Division and/or the Floyd County (Georgia) Water Department and seeking to recover, among other things, damages in the form of alleged increased rates and
20
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
surcharges incurred by ratepayers for the costs associated with eliminating certain PFCs from their drinking water. In January 2020, defendant 3M Company removed the class action to federal court. The Company has filed motions to dismiss in both of these cases.
The Company denies all liability in these matters and intends to defend them vigorously.
Putative Securities Class Action
The Company and certain of its present and former executive officers were named as defendants in a putative shareholder class action lawsuit filed in the United States District Court for the Northern District of Georgia. The complaint alleges that defendants violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock between April 28, 2017 and July 25, 2019. The Company believes the claims are frivolous and intends to defend them vigorously.
Delaware State Court Action
The Company and certain of its present and former executive officers were named as defendants in a putative state securities class action lawsuit filed in the Superior Court of the State of Delaware on January 30, 2020. The complaint alleges that defendants violated Sections 11 and 12 of the Securities Act of 1933. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock in Mohawk Industries Retirement Plan 1 and Mohawk Industries Retirement Plan 2 between April 27, 2017 and July 25, 2019. On March 27, 2020, the Court granted a temporary stay of the litigation pending the earlier of either the close of fact discovery or the deadline to appeal the dismissal of the related Putative Securities Class Action pending in the United States District Court for the Northern District of Georgia. The stay may be lifted according to the terms set forth in the Court’s Order to Stay Litigation. The Company believes the claims are frivolous and intends to defend them vigorously.
Belgian Tax Matter
Between 2012 and 2014, the Company received assessments from the Belgian tax authority for the calendar years 2005 through 2010 in the amounts of €
46,135
,
€
38,817
,
€
39,635
, €
30,131
, €
35,567
and
€
43,117
respectively, including penalties, but excluding interest. The Belgian tax authority denied the Company’s formal protests against these assessments and the Company brought all six years before the Court of First Appeal in Bruges. The Court of First Appeal in Bruges ruled in favor of the Company on January 27, 2016, with respect to the calendar years ending December 31, 2005 and December 31, 2009; and on June 13, 2018, the Court of First Appeal in Bruges ruled in favor of the Company with respect to the calendar years ending December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2010. The Belgian tax authority has lodged its Notification of Appeal for all six years with the Ghent Court of Appeal. On September 17, 2019, the Company pled its case to the Ghent Court of Special (Tax) Appeals and on October 1, 2019, the Court ruled in favor of the Company, re-confirming the rulings of the Court of First Appeals in Bruges with respect to the calendar years ending December 31, 2005 and December 31, 2009. On March 12, 2020, the Belgian tax authority filed another revised assessment for the calendar year ending December 31, 2009, with the Ghent Court.
In March 2019, the Company received assessments from the Belgian tax authority for tax years 2011 through 2017 in the amount of €
40,617
, €
39,732
, €
11,358
, €
23,919
, €
30,610
, €
93,145
and €
79,933
respectively, including penalties, but excluding interest. The Company intends to file formal protests based on these assessments in a timely manner. The assessments are largely based on the same facts underlying the positive rulings, which the Belgian tax authority may appeal.
In January 2020, the Belgian tax authority canceled the tax assessments for the years ending December 31, 2011 through 2017, inclusively. On March 10, 2020, a new notice of change was received for the year ending December 31, 2016 against which the Company has filed a protest on April 10, 2020.
The Company continues to disagree with the views of the Belgian tax authority on this matter and will persist in its vigorous defense. Nevertheless, on May 24, 2016, the tax collector representing the Belgian tax authorities imposed a lien on the Company’s properties in Wielsbeke (Ooigemstraat and Breestraat), Oostrozebeke (Ingelmunstersteenweg) and Desselgem (Waregemstraat) included in the Flooring ROW segment. The purpose of the lien is to provide security for payment should the Belgian tax authority prevail on its appeal. The lien does not interfere with the Company’s operations at these properties.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
General
The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and we are unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
The Company is subject to various federal, state, local and foreign environmental health and safety laws and regulations, including those governing air emissions, wastewater discharges, the use, storage, treatment, recycling and disposal of solid and hazardous materials and finished product, and the cleanup of contamination associated therewith. Because of the nature of the Company’s business, the Company has incurred, and will continue to incur, costs relating to compliance with such laws and regulations. The Company is involved in various proceedings relating to environmental matters and is currently engaged in environmental investigation, remediation and post-closure care programs at certain sites. The Company has provided accruals for such activities that it has determined to be both probable and reasonably estimable. The Company does not expect that the ultimate liability with respect to such activities will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
18.
Debt
Senior Credit Facility
On October 18, 2019, the Company amended and restated its
$
1,800,000
senior credit facility, extending the maturity from
March 26, 2022
to
October 18, 2024
(as amended and restated, the “Senior Credit Facility”). The Senior Credit Facility marginally reduced the commitment fee and modified certain negative covenants to provide the Company with additional flexibility, including flexibility to make acquisitions and incur additional indebtedness.
The amendment also renewed the Company’s option to extend the maturity of the Senior Credit Facility up to two times for an additional one-year period each.
At the Company’s election, revolving loans under the Senior Credit Facility bear interest at annual rates equal to either (a) LIBOR for 1, 2, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between
1.00
%
and
1.75
%
(
1.125
%
as of
March 28, 2020
), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus
0.5
%
, or the Eurocurrency Rate (as defined in
the Senior Credit Facility) rate plus
1.0
%
, plus an applicable margin ranging between
0.00
%
and
0.75
%
(
0.125
%
as of
March 28, 2020
). The Company also pays a commitment fee to the lenders under the Senior Credit Facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the Senior Credit Facility ranging from
0.09
%
to
0.20
%
per annum (
0.11
%
as of
March 28, 2020
). The applicable margins and the commitment fee are determined based on whichever of the Company’s Consolidated Net Leverage Ratio or its senior unsecured debt rating (or if not available, corporate family rating) results in the lower applicable margins and commitment fee (with applicable margins and the commitment fee increasing as that ratio increases or those ratings decline, as applicable).
The obligations of the Company and its subsidiaries in respect of the Senior Credit Facility are unsecured.
The Senior Credit Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, subsidiary indebtedness, fundamental changes, asset dispositions, dividends and other similar restricted payments, transactions with affiliates, future negative pledges, and changes in the nature of the Company’s business. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least
3.0
to 1.0 and a Consolidated Net Leverage Ratio of no more than
3.75
to 1.0, each as of the last day of any fiscal quarter. The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirements and is not otherwise in default. However, at the Company’s election upon the occurrence of certain material acquisitions, a step up of the maximum permitted Consolidated Net Leverage Ratio to
4.00
to 1.00 for the four (4) fiscal quarter period of the Company commencing with the fiscal quarter during which said acquisition(s) closes.
The Senior Credit Facility also contains customary representations and warranties and events of default, subject to customary grace periods.
In 2019, the Company paid financing costs of
$
2,264
in connection with the amendment and restatement of its Senior Credit Facility. These costs were deferred and, along with previously unamortized costs of
$
3,405
are being amortized over the term of the Senior Credit Facility.
22
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
As of
March 28, 2020
, amounts utilized under the Senior Credit Facility included
$
565,245
of borrowings and
$
22,787
of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of
$
305,900
under the Company’s U.S. and European commercial paper programs as of
March 28, 2020
reduce the availability of the Senior Credit Facility. Including commercial paper borrowings, the Company has utilized
$
893,932
under the Senior Credit Facility resulting in a total of
$
906,068
available as of
March 28, 2020
.
Commercial Paper
On
February 28, 2014
and
July 31, 2015
, the Company established programs for the issuance of unsecured commercial paper in the United States and Eurozone capital markets, respectively. Commercial paper issued under the U.S. and European programs will have maturities ranging up to
397
and
183
days, respectively. None of the commercial paper notes may be voluntarily prepaid or redeemed by the Company and all rank pari passu with all of the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.
The Company uses its Senior Credit Facility as a liquidity backstop for its commercial paper programs. Accordingly, the total amount outstanding under all of the Company’s commercial paper programs may not exceed
$
1,800,000
(less any amounts drawn on the Senior Credit Facility) at any time.
The proceeds from the issuance of commercial paper notes will be available for general corporate purposes. As of
March 28, 2020
, there was
$
60,300
outstanding under the U.S. commercial paper program, and the euro equivalent of
$
245,600
under the European program. The weighted-average interest rate and maturity period for the U.S. program were
1.70
%
and
29
days, respectively. The weighted-average interest rate and maturity period for the European program were
(
0.26
)%
and
23.4
days, respectively. The COVID-19 crisis has recently impacted the commercial paper markets, both in the US and Europe, resulting in volatility in relation to supply and pricing. As stated previously, the Company’s commercial paper programs are backstopped by the Senior Credit Facility, which allows the Company to mitigate market disruptions using direct borrowings from the Senior Credit Facility.
Senior Notes
On
September 4, 2019
, Mohawk Capital Finance S.A. (“Mohawk Finance”), an indirect wholly-owned finance subsidiary of the Company, completed the issuance and sale of
€
300,000
aggregate principal amount of its Floating Rate Notes due
September 4, 2021
(“2021 Floating Rate Notes”). The 2021 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2021 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus
0.2
%
(but in no event shall the interest rate be less than zero). Interest on the 2021 Floating Rate Notes is payable quarterly on
December 4
,
March 4
,
June 4
, and
September 4
of each year. Mohawk Finance received an issuance premium of
€
744
and paid financing cost of
$
754
in connection with the 2021 Floating Rate Notes. The issuance premium and financing costs have been deferred and are being amortized over the term of the 2021 Floating Rate Notes.
On
May 18, 2018
, Mohawk Finance completed the issuance and sale of
€
300,000
aggregate principal amount of its Floating Rate Notes due
May 18, 2020
(“2020 Floating Rate Notes”). The 2020 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2020 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus
0.3
%
(but in no event shall the interest rate be less than zero). Interest on the 2020 Floating Rate Notes is payable quarterly on
August 18
,
November 18
,
February 18
, and
May 18
of each year. Mohawk Finance paid financing costs of
$
890
in connection with the 2020 Floating Rate Notes. These costs were deferred and are being amortized over the term of the 2020 Floating Rate Notes.
On
September 11, 2017
, Mohawk Finance completed the issuance and sale of
€
300,000
aggregate principal amount of its Floating Rate Notes due
September 11, 2019
(“2019 Floating Rate Notes”). The 2019 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and ranked pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2019 Floating Rate Notes were fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bore interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus
0.3
%
(but in no event would the interest rate be less than zero). Interest on the 2019 Floating Rate Notes was payable quarterly on
September 11
,
December 11
,
March 11
, and
June 11
of each year. Mohawk Finance paid financing costs of
$
911
in connection with the 2019 Floating Rate Notes. These costs were deferred and amortized over the term of the 2019 Floating Rate Notes. On September 11,
23
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
2019, the Company paid the remaining
€
300,000
outstanding principal of the 2019 Floating Rate Notes utilizing cash on hand and borrowings under its European commercial paper program.
On June 9, 2015, the Company issued
€
500,000
aggregate principal amount of
2.00
%
Senior Notes (“
2.00
%
Senior Notes”) due January 14, 2022. The
2.00
%
Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the
2.00
%
Senior Notes is payable annually in cash on January 14 of each year, commencing on January 14, 2016. The Company paid financing costs of
$
4,218
in connection with the
2.00
%
Senior Notes. These costs were deferred and are being amortized over the term of the
2.00
%
Senior Notes.
On January 31, 2013, the Company issued
$
600,000
aggregate principal amount of
3.85
%
Senior Notes (“
3.85
%
Senior Notes”) due February 1, 2023. The
3.85
%
Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the
3.85
%
Senior Notes is payable semi-annually in cash on February 1 and August 1 of each year. The Company paid financing costs of
$
6,000
in connection with the
3.85
%
Senior Notes. These costs were deferred and are being amortized over the term of the
3.85
%
Senior Notes.
As defined in the related agreements, the Company’s senior notes contain covenants, representations and warranties and events of default, subject to exceptions, and restrictions on the Company’s financial and business operations, including limitations on liens, restrictions on entering into sale and leaseback transactions, fundamental changes, and a provision allowing the holder of the notes to require repayment upon a change of control triggering event.
Term Loan Subsequent Event
On April 7, 2020, the Company entered into a credit agreement that provides for a
$
500,000
delayed draw term loan facility (the “Term Loan Facility”). On April 15, 2020, the Company borrowed the full amount on the Term Loan Facility, the proceeds of which may be used for funding working capital and general corporate purposes of the Company. The principal amount of the Term Loan Facility must be repaid in a single installment on April 6, 2021. The Company may prepay all or a portion of the Term Loan Facility from time to time, plus accrued and unpaid interest. The obligations of the Company and its subsidiaries in respect of the Term Loan Facility are unsecured. The Term Loan Facility is subject to the same affirmative and negative covenants that are applicable to the Senior Credit Facility.
The fair values and carrying values of our debt instruments are detailed as follows:
At March 28, 2020
At December 31, 2019
Fair Value
Carrying
Value
Fair Value
Carrying
Value
3.85% senior notes, payable February 1, 2023; interest payable semiannually
$
610,050
600,000
627,144
600,000
2.00% senior notes, payable January 14, 2022; interest payable annually
545,561
556,917
580,235
560,099
Floating Rate Notes, payable May 18, 2020, interest payable quarterly
334,173
334,150
336,066
336,059
Floating rate notes, payable September 04, 2021, interest payable quarterly
332,733
334,150
335,965
336,059
U.S. commercial paper
60,300
60,300
317,000
317,000
European commercial paper
245,600
245,600
376,946
376,946
Five-year senior secured credit facility, due October 18, 2024
565,245
565,245
16,803
16,803
Finance leases and other
30,877
30,877
30,049
30,049
Unamortized debt issuance costs
(
2,714
)
(
2,714
)
(
3,129
)
(
3,129
)
Total debt
2,721,825
2,724,525
2,617,079
2,569,886
Less current portion of long-term debt and commercial paper
1,210,525
1,210,525
1,051,498
1,051,498
Long-term debt, less current portion
$
1,511,300
1,514,000
1,565,581
1,518,388
The fair values of the Company’s debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.
24
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
During the past two decades, the Company has grown significantly. Its current geographic breadth and diverse product offering are reflected in three reporting segments: Global Ceramic; Flooring North America (“Flooring NA”); and Flooring Rest of the World (“Flooring ROW”). The Global Ceramic Segment designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone tile and other products including natural stone, quartz and porcelain slab countertops, which it distributes primarily in North America, Europe, Brazil and Russia through various selling channels, which include company-owned stores, independent distributors and home centers. The Flooring NA Segment designs, manufactures, sources and markets its floor covering products, including broadloom carpet, carpet tile, rugs, carpet cushion, laminate and vinyl products, including luxury vinyl tile (LVT) and sheet vinyl, and wood flooring, all of which it distributes through its network of regional distribution centers and satellite warehouses using Company-operated trucks, common carriers or rail transportation. The Segment’s product lines are sold through various channels, including independent floor covering retailers, independent distributors, home centers, mass merchandisers, department stores, shop at home, online retailers, buying groups, commercial contractors and commercial end users. The Flooring ROW Segment designs, manufactures, sources, licenses and markets laminate, vinyl products, including LVT and sheet vinyl, wood flooring, roofing panels, insulation boards, medium-density fiberboard (“MDF”) and chipboards, which it distributes primarily in Europe, Russia, Australia and New Zealand through various channels, including independent floor covering retailers, independent distributors, company-owned distributors, home centers, commercial contractors and commercial end users.
Mohawk is a significant supplier of every major flooring category with manufacturing operations in 18 nations and sales in more than 170 countries. Based on its annual sales, the Company believes it is the world’s largest flooring manufacturer. A majority of the Company’s long-lived assets are located in the United States and Europe, which are also the Company’s primary markets. Additionally, the Company maintains significant operations in Russia, Mexico, Australia, New Zealand, Brazil and other parts of the world. The Company is a leading provider of flooring for residential and commercial markets and has earned significant recognition for its innovation in design and performance as well as sustainability.
For the
three months ended
March 28, 2020
, net earnings attributable to the Company were
$110.5 million
, or diluted earnings per share (“EPS”) of
$1.54
, compared to net earnings attributable to the Company of
$121.6 million
, or diluted EPS of
$1.67
for the
three months ended
March 30, 2019
. The change in EPS was primarily attributable to productivity gains, lower inflation, and lower startup costs that were offset by the unfavorable net impact of lower volumes, the unfavorable net impact of price and product mix, and costs due to temporarily reducing production. Our operations and net earnings for the first quarter were affected by broader economic issues related to the COVID-19 pandemic. In particular, the Company experienced decreasing demand towards the end of the quarter and increased costs associated with short-term reductions in manufacturing output.
For the
three months ended
March 28, 2020
, the Company generated
$195.0 million
of cash from operating activities. As of
March 28, 2020
, the Company had cash and cash equivalents of
$263.1 million
, of which
$118.5 million
was in the United States and
$144.6 million
was in foreign countries. On April 7, 2020, the Company borrowed $500.0 million on its delayed draw term loan facility in order to support liquidity needs during the COVID-19 crisis.
COVID-19 Pandemic
Due to its large global footprint, Mohawk’s business is sensitive to macroeconomic events in the United States and abroad. While the near-term economic and financial impact of the COVID-19 pandemic is rapidly evolving and difficult to measure, based on current visibility, the Company expects that it will continue to see decreased near-term demand across a number of its markets.
Also, the Company has experienced and may continue to experience plant closures resulting from lower demand, health-based concerns, and government mandated closures. The majority of our manufacturing and distribution facilities, though, continue to operate, to the extent supported by demand, in accordance with local health and safety guidance. In order to manage reduced short-term production needs, the Company has experienced, and may continue to initiate temporary furloughs and layoffs. The Company believes it has the experience and resources necessary to capitalize on opportunities that will arise once employees return to work around the world and macroeconomic conditions improve.
The Company is following the recommendations of local health authorities to minimize exposure risk for its employees, suppliers, customers and other stakeholders. The Company is currently implementing business continuity plans during the crisis and attempting to minimize the pandemic’s impact. For information on risk factors that could impact our results, please refer to “Risk Factors” in Part II, Item 1A of this Form 10-Q.
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Table of Contents
Results of Operations
Quarter Ended
March 28, 2020
, as compared with Quarter Ended
March 30, 2019
Net sales
Net sales for the
three months ended
March 28, 2020
were
$2,285.8 million
, reflecting
a decrease
of
$156.7 million
, or
6.4%
, from the
$2,442.5 million
reported for the
three months ended
March 30, 2019
. The
decrease
was primarily attributable to lower volumes of approximately $46 million, the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $38 million, unfavorable net impact of price and product mix of approximately $39 million and the unfavorable net impact from foreign exchange rates of approximately $34 million. Our sales globally for the first quarter were affected by broader economic issues related to the COVID-19 pandemic. In particular, the Company experienced decreasing demand towards the end of the quarter.
Global Ceramic segment
—Net sales
decrease
d
$49.9 million
, or
5.6%
, to
$848.5 million
for the
three months ended
March 28, 2020
, compared to
$898.4 million
for the
three months ended
March 30, 2019
. The
decrease
was primarily attributable to lower volumes of approximately $16 million, the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $15 million, the unfavorable net impact from foreign exchange rates of approximately $13 million and the unfavorable net impact of price and product mix of approximately $6 million.
Flooring NA segment
—Net sales
decrease
d
$73.7 million
, or
8.0%
, to
$848.3 million
for the three months ended
March 28, 2020
, compared to
$922.0 million
for the
three months ended
March 30, 2019
. The
decrease
was primarily attributable to lower volumes of approximately $44 million, the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $14 million, and the unfavorable net impact of price and product mix of approximately $16 million.
Flooring ROW segment
—Net sales
decrease
d
$33.2 million
, or
5.3%
, to
$589.0 million
for the
three months ended
March 28, 2020
, compared to
$622.2 million
for the
three months ended
March 30, 2019
. The
decrease
was primarily due to the unfavorable impact from fewer shipping days in the first quarter of 2020 of approximately $10 million, the unfavorable net impact from foreign exchange rates of approximately $21 million and the unfavorable net impact of price and product mix of approximately $16 million, partially offset by higher sales volumes of approximately $14 million.
Gross profit
Gross profit for the
three months ended
March 28, 2020
was
$616.4 million
(
27.0%
of net sales),
a decrease
of
$8.5 million
or
1.4%
, compared to gross profit of
$624.9 million
(
25.6%
of net sales) for the
three months ended
March 30, 2019
. As a percentage of net sales, gross profit
increased
138
basis points. The
decrease
in gross profit dollars was primarily attributable to the unfavorable net impact of lower volumes of approximately $31 million, the unfavorable net impact of price and product mix of approximately $28 million, costs due to temporarily reducing production of approximately $22 million, and the unfavorable net impact from foreign exchange rates of approximately $5 million, partially offset by productivity gains of approximately $38 million, lower restructuring, acquisition and integration-related costs of approximately $27 million, and lower inflation of approximately $12 million. As previously discussed, our operations for the first quarter were affected by broader economic issues related to the COVID-19 pandemic. In particular, the Company experienced decreasing demand towards the end of the quarter and increased costs associated with short-term reductions in manufacturing output.
Selling, general and administrative expenses
Selling, general and administrative expenses for the
three months ended
March 28, 2020
were
$465.0 million
(
20.3%
of net sales),
an increase
of
$5.4 million
compared to
$459.6 million
(
18.8%
of net sales) for the
three months ended
March 30, 2019
. As a percentage of net sales, selling, general and administrative expenses
increased
152
basis points. The
increase
in selling, general and administrative expenses in dollars was primarily attributable to approximately $11 million of costs associated with investments in new product development, sales personnel, marketing and other, partially offset by the favorable net impact from foreign exchange rates of approximately $6 million.
Operating income
Operating income for the
three months ended
March 28, 2020
was
$151.5 million
(
6.6%
of net sales) reflecting
a decrease
of
$13.8 million
, or
8.3%
, compared to operating income of
$165.3 million
(
6.8%
of net sales) for the
three months ended
March 30,
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Table of Contents
2019
. The
decrease
in operating income was primarily attributable to the unfavorable net impact due to lower volumes of approximately $34 million, the unfavorable net impact of price and product mix of approximately $28 million, costs due to temporarily reducing production of approximately $22 million, and approximately $12 million of costs associated with investments in new product development, sales personnel, marketing and other, partially offset by productivity gains of approximately $36 million, lower restructuring, acquisition and integration-related costs of approximately $29 million, lower inflation of approximately $8 million, and lower startup costs of approximately $8 million.
Global Ceramic segment
—Operating income was
$49.1 million
(
5.8%
of segment net sales) for the
three months ended
March 28, 2020
reflecting
a decrease
of
$35.2 million
compared to operating income of
$84.3 million
(
9.4%
of segment net sales) for the
three months ended
March 30, 2019
. The
decrease
in operating income was primarily attributable to the unfavorable net impact due of lower volumes of approximately $12 million, the unfavorable net impact of price and product mix of approximately $10 million, costs due to temporarily reducing production of approximately $15 million, partially offset by productivity gains of approximately $4 million.
Flooring NA segment
—Operating income was
$33.7 million
(
4.0%
of segment net sales) for the
three months ended
March 28, 2020
reflecting
an increase
of
$33.1 million
compared to operating income of
$0.6 million
(
0.1%
of segment net sales) for the
three months ended
March 30, 2019
. The
increase
in operating income was primarily attributable to productivity gains of approximately $29 million, lower restructuring, acquisition and integration-related costs of approximately $23 million and lower inflation of approximately $7 million, partially offset by the unfavorable net impact due of lower volumes of approximately $19 million, the unfavorable net impact of price and product mix of approximately $5 million, and costs due to temporarily reducing production of approximately $6 million.
Flooring ROW segment
—Operating income was
$77.2 million
(
13.1%
of segment net sales) for the
three months ended
March 28, 2020
reflecting
a decrease
of
$13.2 million
compared to operating income of
$90.4 million
(
14.5%
of segment net sales) for the
three months ended
March 30, 2019
. The
decrease
in operating income was primarily attributable to the unfavorable net impact of price and product mix of approximately $13 million, approximately $7 million of costs associated with investments in new product development, sales personnel, and marketing the unfavorable net impact due of lower volumes of approximately $3 million, costs due to temporarily reducing production of approximately $2 million, partially offset by lower inflation of approximately $9 million, and productivity gains of approximately $3 million.
Interest expense
Interest expense was
$8.7 million
for the
three months ended
March 28, 2020
, reflecting
a decrease
of
$1.8 million
compared to interest expense of
$10.5 million
for the
three months ended
March 30, 2019
. The decrease in interest expense was primarily due to decreased borrowings.
Other expense (income), net
Other expense, net was
$5.7 million
for the
three months ended
March 28, 2020
, reflecting an unfavorable change of
$9.4 million
compared to other income, net of
$3.7 million
for the
three months ended
March 30, 2019
. The change was primarily attributable to unfavorable foreign exchange rates on transactions in the current year.
Income tax expense
For the
three months ended
March 28, 2020
, the Company recorded income tax expense of
$26.7 million
on earnings before income taxes of
$137.1 million
for an effective tax rate of
19.4%
, as compared to income tax expense of
$37.0 million
on earnings before income taxes of
$158.6 million
, for an effective tax rate of
23.3%
for the
three months ended
March 30, 2019
. The difference in the effective tax rates for the comparative periods was caused by the geographical dispersion of profits and losses and the inability of the Company to make a reliable estimate of its annual effective tax rate.
In accordance with ASC 740-270, Interim Reporting, at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on an interim period. However, in certain circumstances where the Company is unable to make a reliable estimate of the annual effective tax rate, ASC 740-270 allows the actual effective tax rate for the interim period to be used. For the first quarter ended March 28, 2020, the Company calculated its effective rate for the interim period and applied that rate to the interim period results. The Company used this approach because it was unable to reasonably estimate its annual effective rate due to the variability of the rate as a result of small changes in forecasted income, fluctuations in annual pre-tax income and loss between quarters, and the effects of being taxed in multiple tax jurisdictions.
27
Table of Contents
Liquidity and Capital Resources
The Company’s primary capital requirements are for working capital, capital expenditures and acquisitions. The Company’s capital needs are met primarily through a combination of internally generated funds, commercial paper, bank credit lines, term and senior notes and credit terms from suppliers.
Management has and will continue to evaluate its liquidity needs and strategy regarding capital resources in light of the recent economic crisis caused by the COVID-19 pandemic. As discussed below, the Company borrowed $500.0 million under its newly-established delayed draw term loan facility in April 2020 to strengthen its short-term liquidity position. At the same time, the Company has unilaterally extended payment terms for its vendors during the crisis to offset delays in receivable collections. Due to reduced short-term demand, the Company has temporarily reduced production at certain plants and reduced headcount through furloughs and layoffs. Management believes these actions along with cash secured from increased borrowing will allow the Company to meet any needs stemming from short-term reductions in cash flows from operations.
Net cash
provided by
operating activities in the first
three months
of
2020
was
$195.0 million
, compared to net cash
provided by
operating activities of
$170.1 million
in the first
three months
of
2019
. The
increase
of
$24.8 million
in
2020
was primarily attributable to changes in working capital partially offset by lower net earnings.
Net cash
used in
investing activities in the first
three months
of
2020
was
$133.4 million
compared to net cash
used in
investing activities of
$211.8 million
in the first
three months
of
2019
. The
decrease
was primarily due to a decrease in acquisition costs of $76.8 million. In an effort to manage liquidity during the COVID-19 crisis, management is reducing near-term capital expenditures and expects to reduce its spend for the remainder of 2020.
Net cash
provided by
financing activities in the first
three months
of
2020
was
$87.2 million
compared to net cash
provided by
financing activities of
$26.8 million
in the
three months
of
2019
. The change in cash
provided by
financing activities is primarily attributable to the net proceeds from the Senior Credit Facility of $585.3 million, partially offset by the net pay down on commercial paper of $464.8 million and share repurchases of $68.6 million.
As of
March 28, 2020
, the Company had cash of
$263.1 million
, of which
$144.6 million
was held outside the United States. The Company plans to permanently reinvest the cash held outside the United States. The Company believes that its cash and cash equivalents on hand, cash generated from operations and availability under its existing credit facilities will be sufficient to meet its capital expenditure, working capital and debt servicing requirements over at least the next twelve months. The Company is continually evaluating its projected needs in light of the current crisis and the Company may conduct additional debt financings, subject to market conditions, to increase its liquidity and to take advantage of attractive financing opportunities.
On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $500 million of its common stock. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. The timing and amount of any purchases of common stock will be based on the Company’s liquidity, general business and market conditions and other factors, including alternative investment opportunities. The Company has purchased a total of
3.7 million
shares under the program for an aggregate of
$442.9 million
through the first quarter. The Company is putting future purchases on hold until the economic environment improves.
The Company may continue, from time to time, to retire its outstanding debt through cash purchases in the open market, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The amount involved may be material.
Senior Credit Facility
On October 18, 2019, the Company amended and restated its $1,800.0 million senior credit facility, extending the maturity from March 26, 2022 to
October 18, 2024
(as amended and restated, the “Senior Credit Facility”). The Senior Credit Facility marginally reduced the commitment fee and modified certain negative covenants to provide the Company with additional flexibility, including flexibility to make acquisitions and incur additional indebtedness. The amendment also renewed the Company’s option to extend the maturity of the Senior Credit Facility up to two times for an additional one-year period each.
At the Company’s election, revolving loans under the Senior Credit Facility bear interest at annual rates equal to either (a) LIBOR for 1, 2, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 1.00% and 1.75% (
1.125%
as of
March 28, 2020
), or (b) the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.5%, or the Eurocurrency Rate (as defined in the Senior Credit Facility) rate plus 1.0%, plus an applicable margin
28
Table of Contents
ranging between 0.00% and 0.75% (
0.125%
as of
March 28, 2020
). The Company also pays a commitment fee to the lenders under the Senior Credit Facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the Senior Credit Facility ranging from 0.09% to 0.20% per annum (
0.11%
as of
March 28, 2020
). The applicable margins and the commitment fee are determined based on whichever of the Company’s Consolidated Net Leverage Ratio or its senior unsecured debt rating (or if not available, corporate family rating) results in the lower applicable margins and commitment fee (with applicable margins and the commitment fee increasing as that ratio increases or those ratings decline, as applicable).
The obligations of the Company and its subsidiaries in respect of the Senior Credit Facility are unsecured.
The Senior Credit Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, subsidiary indebtedness, fundamental changes, asset dispositions, dividends and other similar restricted payments, transactions with affiliates, future negative pledges, and changes in the nature of the Company’s business. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0 and a Consolidated Net Leverage Ratio of no more than 3.75 to 1.0, each as of the last day of any fiscal quarter. The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirements and is not otherwise in default. However, at the Company’s election upon the occurrence of certain material acquisitions, a step up of the maximum permitted Consolidated Net Leverage Ratio to 4.00 to 1.00 for the four (4) fiscal quarter period of the Company commencing with the fiscal quarter during which said acquisition(s) closes.
The Senior Credit Facility also contains customary representations and warranties and events of default, subject to customary grace periods.
In 2019, the Company paid financing costs of
$2.3 million
in connection with the amendment and restatement of its Senior Credit Facility. These costs were deferred and, along with previously unamortized costs of
$3.4 million
are being amortized over the term of the Senior Credit Facility.
As of
March 28, 2020
, amounts utilized under the Senior Credit Facility included
$565.2 million
of borrowings and
$22.8 million
of standby letters of credit related to various insurance contracts and foreign vendor commitments. The outstanding borrowings of
$305.9 million
under the Company’s U.S. and European commercial paper programs as of
March 28, 2020
reduce the availability of the 2019 Senior Credit Facility. Including commercial paper borrowings, the Company has utilized
$893.9 million
under the Senior Credit Facility resulting in a total of
$906.1 million
available as of
March 28, 2020
.
Commercial Paper
On
February 28, 2014
and
July 31, 2015
, the Company established programs for the issuance of unsecured commercial paper in the United States and Eurozone capital markets, respectively. Commercial paper issued under the U.S. and European programs will have maturities ranging up to
397
and
183
days, respectively. None of the commercial paper notes may be voluntarily prepaid or redeemed by the Company and all rank pari passu with all of the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.
The Company uses its Senior Credit Facility as a liquidity backstop for its commercial paper programs. Accordingly, the total amount outstanding under all of the Company's commercial paper programs may not exceed
$1,800.0 million
(less any amounts drawn on the Senior Credit Facility) at any time.
The proceeds from the issuance of commercial paper notes will be available for general corporate purposes. As of
March 28, 2020
, there was
$60.3 million
outstanding under the U.S. commercial paper program, and the euro equivalent of
$245.6 million
under the European program. The weighted-average interest rate and maturity period for the U.S. program were
1.70%
and
29
days, respectively. The weighted-average interest rate and maturity period for the European program were
(0.26)%
and
23.4
days, respectively. The COVID-19 crisis has recently impacted the commercial paper markets, both in the US and Europe, resulting in volatility in relation to supply and pricing. As stated previously, the Company’s commercial paper programs are backstopped by the Senior Credit Facility, which allows the Company to mitigate market disruptions using direct borrowings from the Senior Credit Facility.
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Table of Contents
Senior Notes
On
September 4, 2019
, Mohawk Finance completed the issuance and sale of
€300.0 million
aggregate principal amount of its Floating Rate Notes due
September 4, 2021
(“2021 Floating Rate Notes”). The 2021 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2021 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus
0.2%
(but in no event shall the interest rate be less than zero). Interest on the 2021 Floating Rate Notes is payable quarterly on
December 4
,
March 4
,
June 4
, and
September 4
of each year. Mohawk Finance received an issuance premium of
€0.7 million
and paid financing cost of
$0.8 million
in connection with the 2021 Floating Rate Notes. The issuance premium and financing costs have been deferred and are being amortized over the term of the 2021 Floating Rate Notes.
On
May 18, 2018
, Mohawk Finance completed the issuance and sale of
€300.0 million
aggregate principal amount of its Floating Rate Notes due
May 18, 2020
(“2020 Floating Rate Notes”). The 2020 Floating Rate Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2020 Floating Rate Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus
0.3%
(but in no event shall the interest rate be less than zero). Interest on the 2020 Floating Rate Notes is payable quarterly on
August 18
,
November 18
,
February 18
, and
May 18
of each year. Mohawk Finance paid financing costs of
$0.9 million
in connection with the 2020 Floating Rate Notes. These costs were deferred and are being amortized over the term of the 2020 Floating Rate Notes.
On
September 11, 2017
, Mohawk Finance completed the issuance and sale of
€300.0 million
aggregate principal amount of its Floating Rate Notes due
September 11, 2019
(“2019 Floating Rate Notes”). The 2019 Floating Rate Notes were senior unsecured obligations of Mohawk Finance and ranked pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 2019 Floating Rate Notes were fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. These notes bore interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus
0.3%
(but in no event would the interest rate be less than zero). Interest on the 2019 Floating Rate Notes was payable quarterly on
September 11
,
December 11
,
March 11
, and
June 11
of each year. Mohawk Finance paid financing costs of
$0.9 million
in connection with the 2019 Floating Rate Notes. These costs were deferred and amortized over the term of the 2019 Floating Rate Notes. On September 11, 2019, the Company paid the remaining
€300.0 million
outstanding principal of the 2019 Floating Rate Notes utilizing cash on hand and borrowings under its European commercial paper program.
On June 9, 2015, the Company issued
€500.0 million
aggregate principal amount of
2.00%
Senior Notes due January 14, 2022 (“2.00% Senior Notes”). The
2.00%
Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the
2.00%
Senior Notes is payable annually in cash on January 14 of each year, commencing on January 14, 2016. The Company paid financing costs of
$4.2 million
in connection with the
2.00%
Senior Notes. These costs were deferred and are being amortized over the term of the
2.00%
Senior Notes.
On January 31, 2013, the Company issued
$600.0 million
aggregate principal amount of
3.85%
Senior Notes due February 1, 2023 (“3.85% Senior Notes”). The
3.85%
Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the
3.85%
Senior Notes is payable semi-annually in cash on February 1 and August 1 of each year. The Company paid financing costs of
$6.0 million
in connection with the
3.85%
Senior Notes. These costs were deferred and are being amortized over the term of the
3.85%
Senior Notes.
As defined in the related agreements, the Company’s senior notes contain covenants, representations and warranties and events of default, subject to exceptions, and restrictions on the Company’s financial and business operations, including limitations on liens, restrictions on entering into sale and leaseback transactions, fundamental changes, and a provision allowing the holder of the notes to require repayment upon a change of control triggering event.
Term Loan Subsequent Event
On April 7, 2020, the Company entered into a credit agreement that provides for a $500.0 million delayed draw term loan facility (the “Term Loan Facility”). On April 15, 2020, the Company borrowed the full amount on the Term Loan Facility, the proceeds of which may be used for funding working capital and general corporate purposes of the Company. The principal amount of the Term Loan Facility must be repaid in a single installment on April 6, 2021. The Company may prepay all or a portion of the Term Loan Facility from time to time, plus accrued and unpaid interest. The obligations of the Company and its subsidiaries in respect of the Term Loan Facility are unsecured. The Term Loan Facility is subject to the same affirmative and negative covenants that are applicable to the Senior Credit Facility.
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Contractual Obligations
There have been no significant changes to the Company’s contractual obligations as disclosed in the Company’s
2019
Annual Report filed on Form 10-K except as described herein.
Critical Accounting Policies and Estimates
Refer to Note 1 - General, and Note 5 - Receivables, net within our Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of the Company’s updated accounting policies on
Measurement of Credit Losses on Financial Instruments
. The Company’s critical accounting policies and estimates are described in its
2019
Annual Report filed on Form 10-K.
Mohawk performs its annual testing of goodwill and indefinite lived intangibles in the fourth quarter of each year and no impairment was indicated for 2019. In 2019 the Company also concluded that in general, a decline in estimated after tax cash flows greater than approximately 19% to 39% or an increase of approximately 15% to 45% in WACC or a significant or prolonged decline in market capitalization could result in an additional indication of impairment.
As a result of the recent economic impact from COVID-19, the Company performed a qualitative assessment of whether the fair value of any of its reporting units or indefinite-lived intangible assets was more likely than not less than its carrying amount at March 28, 2020. The Company concluded neither goodwill nor any of its indefinite-lived intangible assets were impaired at March 28, 2020. However, while we have concluded that neither goodwill nor any of its indefinite-lived intangible assets were impaired during the quarter ended March 28, 2020, a prolonged pandemic could impact the Company’s assumptions utilized in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an impairment. Hence, the Company continues to monitor the economic impact of COVID-19 and may be required to reassess impairment of goodwill or indefinite-lived intangible assets in future interim periods.
Recent Accounting Pronouncements
See Note 1 in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q under the heading “
Recent Accounting Pronouncements
” for a discussion of new accounting pronouncements which is incorporated herein by reference.
Impact of Inflation
Inflation affects the Company’s manufacturing costs, distribution costs and operating expenses. The Company expects raw material prices, many of which are petroleum based, to fluctuate based upon worldwide supply and demand of commodities utilized in the Company’s production processes. Although the Company attempts to pass on increases in raw material, energy and fuel-related costs to its customers, the Company’s ability to do so is dependent upon the rate and magnitude of any increase, competitive pressures and market conditions for the Company’s products. There have been in the past, and may be in the future, periods of time during which increases in these costs cannot be fully recovered. In the past, the Company has often been able to enhance productivity and develop new product innovations to help offset increases in costs resulting from inflation in its operations.
Off-Balance Sheet Arrangements
The Company did not have any off-balance sheet arrangements as of
March 28, 2020
.
Seasonality
The Company is a calendar year-end company. With respect to its Global Ceramic segment, net sales and operating income are typically higher in the second quarter, followed by the third and first quarters and a weaker fourth quarter. The Flooring NA segment’s second quarter typically produces the highest net sales followed by moderate third and fourth quarters, and a weaker first quarter. However, for the operating income, the third quarter typically shows stronger earnings, followed by second and fourth quarters, and the first quarter shows weaker earnings. The Flooring ROW segment’s fourth quarter historically produces the highest net sales followed by moderate second and third quarters, and a weaker first quarter. However, for the operating income, generally, the second quarter shows the stronger earnings, followed by third and first quarters, and the fourth quarter shows weaker earnings.
Forward-Looking Information
Certain of the statements in this Form 10-Q, particularly those anticipating future performance, business prospects, growth and operating strategies, and similar matters, and those that include the words “could,” “should,” “believes,” “anticipates,”
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“expects” and “estimates” or similar expressions constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For those statements, Mohawk claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. There can be no assurance that the forward-looking statements will be accurate because they are based on many assumptions, which involve risks and uncertainties. The following important factors could cause future results to differ: changes in economic or industry conditions; competition; inflation and deflation in raw material prices and other input costs; inflation and deflation in consumer markets; energy costs and supply; timing and level of capital expenditures; timing and implementation of price increases for the Company’s products; impairment charges; ability to identify attractive acquisition targets; ability to successfully complete and integrate acquisitions; international operations; changes in foreign exchange rates; introduction of new products; rationalization of operations; tax, product and other claims; litigation; the risks and uncertainty related to the COVID-19 pandemic; and other risks identified in Item 1A “Risk Factors” in the Company’s 2019 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in this periodic report on Form 10-Q.
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Item 3.
Quantitative and Qualitative Disclosures About Market Risk
As of
March 28, 2020
, approximately
43%
of the Company’s debt portfolio was comprised of fixed-rate debt and
57%
was floating-rate debt. A 1.0 percentage point increase in the interest rate of the floating-rate debt would have resulted in an increase in interest expense of
$3.8 million
for the
three months ended
March 28, 2020
.
There have been no significant changes to the Company’s exposure to market risk as disclosed in the Company’s
2019
Annual Report filed on Form 10-K.
Item 4.
Controls and Procedures
Based on an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), which have been designed to provide reasonable assurance that such controls and procedures will meet their objectives, as of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective at a reasonable assurance level for the period covered by this report.
There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
The Company is involved in litigation from time to time in the regular course of its business. Except as noted below, there are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject.
Perfluorinated Compounds (“PFCs”) Litigation
In September 2016, the Water Works and Sewer Board of the City of Gadsden, Alabama (the “Gadsden Water Board”) filed an individual complaint in the Circuit Court of Etowah County, Alabama against certain manufacturers, suppliers, and users of chemicals containing specific PFCs, including the Company. In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama (the “Centre Water Board”) filed a similar complaint in the Circuit Court of Cherokee County, Alabama. The Gadsden Water Board and the Centre Water Board both seek monetary damages and injunctive relief claiming that their water supplies contain excessive amounts of PFCs. Certain defendants, including the Company, filed dispositive motions in each case arguing that the Alabama state courts lack personal jurisdiction over them. These motions were denied. In June and September 2018, certain defendants, including the Company, petitioned the Alabama Supreme Court for Writs of Mandamus directing each lower court to enter an order granting the defendants’ dispositive motions on personal jurisdiction grounds. The Alabama Supreme Court denied the petitions on December 20, 2019. Certain defendants, including the Company, filed an Application for Rehearing with the Alabama Supreme Court asking the Court to reconsider its December 2019 decision. The Alabama Supreme Court denied the application for rehearing.
In December 2019, the City of Rome, Georgia (“Rome”) filed a complaint in the Superior Court of Floyd County, Georgia that is similar to the Gadsden Water Board and Centre Water Board complaints, again seeking monetary damages and injunctive relief related to PFCs. Also in December 2019, Jarrod Johnson filed a putative class action in the Superior Court of Floyd County, Georgia purporting to represent all water subscribers with the Rome (Georgia) Water and Sewer Division and/or the Floyd County (Georgia) Water Department and seeking to recover, among other things, damages in the form of alleged increased rates and surcharges incurred by ratepayers for the costs associated with eliminating certain PFCs from their drinking water. In January 2020, defendant 3M Company removed the class action to federal court. The Company has filed motions to dismiss in both of these cases.
The Company denies all liability in these matters and intends to defend them vigorously.
Putative Securities Class Action
The Company and certain of its present and former executive officers were named as defendants in a putative shareholder class action lawsuit filed in the United States District Court for the Northern District of Georgia. The complaint alleges that defendants violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock between April 28, 2017 and July 25, 2019. The Company believes the claims are frivolous and intends to defend them vigorously.
Delaware State Court Action
The Company and certain of its present and former executive officers were named as defendants in a putative state securities class action lawsuit filed in the Superior Court of the State of Delaware on January 30, 2020. The complaint alleges that defendants violated Sections 11 and 12 of the Securities Act of 1933. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock in Mohawk Industries Retirement Plan 1 and Mohawk Industries Retirement Plan 2 between April 27, 2017 and July 25, 2019. On March 27, 2020, the Court granted a temporary stay of the litigation pending the earlier of either the close of fact discovery or the deadline to appeal the dismissal of the related Putative Securities Class Action pending in the United States District Court for the Northern District of Georgia. The stay may be lifted according to the terms set forth in the Court’s Order to Stay Litigation. The Company believes the claims are frivolous and intends to defend them vigorously.
Belgian Tax Matter
Between 2012 and 2014, the Company received assessments from the Belgian tax authority for the calendar years 2005 through 2010 in the amounts of €
46.1 million
,
€38.8 million
,
€39.6 million
, €
30.1 million
, €
35.6 million
and
€43.1 million
,
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respectively, including penalties, but excluding interest. The Belgian tax authority denied the Company’s formal protests against these assessments and the Company brought all six years before the Court of First Appeal in Bruges. The Court of First Appeal in Bruges ruled in favor of the Company on January 27, 2016, with respect to the calendar years ending December 31, 2005 and December 31, 2009; and on June 13, 2018, the Court of First Appeal in Bruges ruled in favor of the Company with respect to the calendar years ending December 31, 2006, December 31, 2007, December 31, 2008 and December 31, 2010. The Belgian tax authority has lodged its Notification of Appeal for all six years with the Ghent Court of Appeal. On September 17, 2019, the company pled its case to the Ghent Court of Special (Tax) Appeals and on October 1, 2019, the Court ruled in favor of the Company, re-confirming the rulings of the Court of First Appeals in Bruges with respect to the calendar years ending December 31, 2005 and December 31, 2009. On March 12, 2020, the Belgian tax authority filed another revised assessment for the calendar year ending December 31, 2009, with the Ghent Court.
In March 2019, the Company received assessments from the Belgian tax authority for tax years 2011 through 2017 in the amount of €
40.6 million
, €
39.7 million
, €
11.4 million
, €
23.9 million
, €
30.6 million
, €
93.1 million
and €
79.9 million
respectively, including penalties, but excluding interest. The Company intends to file formal protests based on these assessments in a timely manner. The assessments are largely based on the same facts underlying the positive rulings, which the Belgian tax authority may appeal.
In January 2020, the Belgian tax authority canceled the tax assessments for the years ending December 31, 2011 through 2017, inclusively. On March 10, 2020, a new notice of change was received for the year ending December 31, 2016 against which the Company has filed a protest on April 10, 2020.
The Company continues to disagree with the views of the Belgian tax authority on this matter and will persist in its vigorous defense. Nevertheless, on May 24, 2016, the tax collector representing the Belgian tax authorities imposed a lien on the Company’s properties in Wielsbeke (Ooigemstraat and Breestraat), Oostrozebeke (Ingelmunstersteenweg) and Desselgem (Waregemstraat) included in the Flooring ROW segment. The purpose of the lien is to provide security for payment should the Belgian tax authority prevail on its appeal. The lien does not interfere with the Company’s operations at these properties.
General
The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and we are unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
The Company is subject to various federal, state, local and foreign environmental health and safety laws and regulations, including those governing air emissions, wastewater discharges, the use, storage, treatment, recycling and disposal of solid and hazardous materials and finished product, and the cleanup of contamination associated therewith. Because of the nature of the Company’s business, the Company has incurred, and will continue to incur, costs relating to compliance with such laws and regulations. The Company is involved in various proceedings relating to environmental matters and is currently engaged in environmental investigation, remediation and post-closure care programs at certain sites. The Company has provided accruals for such activities that it has determined to be both probable and reasonably estimable. The Company does not expect that the ultimate liability with respect to such activities will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
Item 1A.
Risk Factors
Other than the risk factor listed below, there have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the year ended
December 31, 2019
. The risk factors disclosed in our Annual Report on Form 10-K and the risk factor set forth below, in addition to the other information set forth in this report, could materially affect our business, financial condition or results.
The Company’s financial condition and results of operations for 2020 may be adversely impacted by the COVID-19 pandemic and the related downturn in economic conditions.
Mohawk generates sales in 170 countries and owns manufacturing plants in 18 countries. Due to its large global footprint, Mohawk’s business is sensitive to macroeconomic events in the United States and abroad. While the near-term economic and
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financial impact of the COVID-19 pandemic is rapidly evolving and difficult to measure, based on current visibility, the Company expects that it will continue to see decreased near-term demand across a number of its markets. Also, the Company has experienced and may continue to experience plant closures resulting from lower demand, health-based concerns, and government mandated closures.
During economic downturns, including the current downturn resulting from the COVID-19 pandemic, demand for our products may significantly decrease. This reduced demand may lead to lower sales and intensified competitive pressures. Additionally, factors such as results differing from guidance, changes in sales and operating income, changes in our market valuations, performance results for the general retail industry, announcements by us or our industry peers or changes in analysts’ recommendations may cause volatility in the price of our common stock and our shareholder returns.
The Company has already experienced certain disruptions to its business and further disruptions may occur that could materially affect the Company’s ability to obtain supplies, manufacture its products or deliver inventory in a timely manner. Future disruptions may result in lost revenue, additional costs or impairments to goodwill or other assets. The Company is following the recommendations of local health authorities to minimize exposure risk for its employees, suppliers, customers and other stakeholders. The Company is currently implementing business continuity plans during the crisis and attempting to minimize the pandemic’s impact, but we may be unable to adequately respond to further outbreaks in particular geographies and our operations may be materially impacted. The extent to which the COVID-19 pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the particular responses employed in various countries and regions. Accordingly, COVID-19 and the related global economic downturn could have a material adverse effect on the Company’s business, results of operations and financial condition.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
On October 25, 2018, the Company announced that its Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $500 million in shares of its common stock. Under the share repurchase plan, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to trading plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company’s stock and the availability of alternative investment opportunities. No time limit was set for completion of repurchases under the new authorization and the program may be suspended or discontinued at any time. The new program replaces any previously authorized share repurchase programs. The Company purchased a total of
3.7 million
shares under the program for an aggregate of
$442.9 million
through the first quarter. The Company is putting future purchases on hold until the economic environment improves.
The following table provides information regarding share repurchase activity during the
three months ended
March 28, 2020
.
Period
Total Number of Shares Purchased
in Millions
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plan
in Millions
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
in Millions
January 1 through February 1, 2020
0.0
$
—
0.0
$
125.8
February 2 through February 29, 2020
0.2
$
122.70
0.2
$
104.1
March 1 through March 28, 2020
0.4
$
116.82
0.4
$
57.1
Total
0.6
$
118.61
0.6
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
T
he information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report on Form 10-Q.
Item 5.
Other Information
None.
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Item 6.
Exhibits
No.
Description
31.1
Certification Pursuant to Rule 13a-14(a).
31.2
Certification Pursuant to Rule 13a-14(a).
32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1
Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MOHAWK INDUSTRIES, INC.
(Registrant)
Dated:
May 5, 2020
By:
/s/ Jeffrey S. Lorberbaum
JEFFREY S. LORBERBAUM
Chairman and Chief Executive Officer
(principal executive officer)
Dated:
May 5, 2020
By:
/s/ Frank H. Boykin
FRANK H. BOYKIN
Chief Financial Officer
(principal financial officer)
39