UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the quarterly period ended 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:
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
(State of Incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ | |
Non-accelerated Filer ☐ | |
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
As of July 23, 2019, the total number of shares outstanding of the registrant’s Class A Common Stock was
Amphenol Corporation
Index to Quarterly Report
on Form 10-Q
1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in millions)
June 30, | December 31, | ||||||
| 2019 |
| 2018 |
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Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Short-term investments |
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Total cash, cash equivalents and short-term investments |
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Accounts receivable, less allowance for doubtful accounts of $ |
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Inventories | | | |||||
Other current assets |
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Total current assets |
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Property, plant and equipment, less accumulated depreciation of $ | | | |||||
Goodwill | | | |||||
Intangibles, net and other long-term assets |
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$ | | $ | | ||||
Liabilities & Equity | |||||||
Current Liabilities: | |||||||
Accounts payable | $ | | $ | | |||
Accrued salaries, wages and employee benefits |
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Accrued income taxes |
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Accrued dividends | | | |||||
Other accrued expenses |
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Current portion of long-term debt |
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Total current liabilities |
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Long-term debt, less current portion |
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Accrued pension and postretirement benefit obligations |
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Deferred income taxes | | | |||||
Other long-term liabilities |
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Equity: | |||||||
Common stock | | | |||||
Additional paid-in capital |
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Retained earnings |
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Treasury stock, at cost | ( | ( | |||||
Accumulated other comprehensive loss |
| ( |
| ( | |||
Total shareholders’ equity attributable to Amphenol Corporation |
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Noncontrolling interests |
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Total equity |
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$ | | $ | |
See accompanying notes to condensed consolidated financial statements.
2
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars and shares in millions, except per share data)
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2019 |
| 2018 |
| 2019 |
| 2018 |
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Net sales | $ | | $ | | $ | | $ | | |||||
Cost of sales |
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Gross profit |
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Acquisition-related expenses |
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Selling, general and administrative expenses |
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Operating income |
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Interest expense |
| ( |
| ( |
| ( |
| ( | |||||
Other income, net |
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Income before income taxes |
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Provision for income taxes |
| ( |
| ( |
| ( |
| ( | |||||
Net income |
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Less: Net income attributable to noncontrolling interests |
| ( |
| ( |
| ( |
| ( | |||||
Net income attributable to Amphenol Corporation | $ | | $ | | $ | | $ | | |||||
Net income per common share — Basic | $ | | $ | | $ | | $ | | |||||
Weighted average common shares outstanding — Basic |
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Net income per common share — Diluted | $ | | $ | | $ | | $ | | |||||
Weighted average common shares outstanding — Diluted |
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See accompanying notes to condensed consolidated financial statements.
3
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(dollars in millions)
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| |||||
Net income | $ | | $ | | $ | | $ | | |||||
Total other comprehensive (loss) income, net of tax: | |||||||||||||
Foreign currency translation adjustments |
| ( |
| ( |
| ( |
| ( | |||||
Unrealized gain on cash flow hedges |
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Defined benefit plan adjustment, net of tax of ($ |
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Total other comprehensive (loss) income, net of tax |
| ( |
| ( |
| ( |
| ( | |||||
Total comprehensive income |
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Less: Comprehensive income attributable to noncontrolling interests |
| ( |
| ( |
| ( |
| ( | |||||
Comprehensive income attributable to Amphenol Corporation | $ | | $ | | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
4
AMPHENOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(dollars in millions)
Six Months Ended June 30, |
| ||||||
| 2019 |
| 2018 |
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Cash from operating activities: | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||
Depreciation and amortization |
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Stock-based compensation expense |
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Deferred income tax benefit |
| ( | ( | ||||
Net change in components of working capital | ( | ( | |||||
Net change in accrued pension and postretirement benefits | | ( | |||||
Net change in other long-term assets and liabilities | ( | ( | |||||
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Net cash provided by operating activities |
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Cash from investing activities: | |||||||
Capital expenditures |
| ( |
| ( | |||
Proceeds from disposals of property, plant and equipment |
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Purchases of short-term investments |
| ( |
| ( | |||
Sales and maturities of short-term investments |
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Acquisitions, net of cash acquired |
| ( |
| ( | |||
Net cash used in investing activities |
| ( |
| ( | |||
Cash from financing activities: | |||||||
Proceeds from issuance of senior notes |
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Repayments of long-term debt |
| ( | ( | ||||
Borrowings (repayments) under commercial paper programs, net | | ( | |||||
Payment of costs related to debt financing |
| ( |
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Proceeds from exercise of stock options | | | |||||
Distributions to and purchases of noncontrolling interests | ( | ( | |||||
Purchase of treasury stock |
| ( |
| ( | |||
Dividend payments |
| ( |
| ( | |||
Net cash used in financing activities |
| ( |
| ( | |||
Effect of exchange rate changes on cash and cash equivalents |
| ( |
| ( | |||
Net change in cash and cash equivalents |
| ( |
| ( | |||
Cash and cash equivalents balance, beginning of period |
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Cash and cash equivalents balance, end of period | $ | | $ | | |||
Cash paid for: | |||||||
Interest | $ | | $ | | |||
Income taxes |
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See accompanying notes to condensed consolidated financial statements.
5
AMPHENOL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(amounts in millions, except share and per share data)
Note 1—Basis of Presentation and Principles of Consolidation
The condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018, the related condensed consolidated statements of income and condensed consolidated statements of comprehensive income for the three and six months ended June 30, 2019 and 2018, and the related condensed consolidated statements of cash flow for the six months ended June 30, 2019 and 2018 include the accounts of Amphenol Corporation and its subsidiaries (“Amphenol”, the “Company”, “we”, “our”, or “us”). All material intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements included herein are unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation in conformity with accounting principles generally accepted in the United States of America have been included. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Annual Report”).
In accordance with the adoption of the Securities and Exchange Commission Final Rule Release No. 33-10532 Disclosure Update and Simplification, the Company’s rollforward of consolidated changes in equity in Note 6 of the accompanying Condensed Consolidated Financial Statements for the prior period has been conformed to the current period presentation, presenting both the current quarter and year-to-date, which had no impact on our consolidated results of operations, financial position or cash flows. Previously, the rollforward of consolidated changes in equity was presented only for the six months ended June 30, 2018.
Note 2—New Accounting Pronouncements
Recently Adopted Accounting Standards
Leases
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“Topic 842”), which amended, among other things, the existing guidance by requiring lessees to recognize lease right-of-use assets (“ROU assets”) and liabilities arising from operating leases on the balance sheet. Since issuing Topic 842, the FASB has issued various subsequent ASU’s, including but not limited to, ASU 2018-10, Codification Improvements to Topic 842, Leases, which clarified various aspects of the guidance under Topic 842, as well as ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows entities the option of recognizing the cumulative effect of applying Topic 842 as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance.
Prior to adoption, the Company evaluated Topic 842, including the initial review of any necessary changes to existing processes and systems that would be required to implement this standard, in order to determine its impact on our consolidated financial statements and related disclosures. In 2018, the Company implemented a new lease management system that facilitated the adoption of this standard and enabled the Company to fulfill its requirements for both reporting and disclosure purposes, as well as to better manage and monitor the Company’s ongoing lease portfolio. The Company ensured all key system functionality and other requirements were met, and we completed our assessment of the standard and implemented the necessary changes to our existing policies, processes and controls to achieve appropriate compliance with regards to our lease portfolio.
On January 1, 2019, we adopted Topic 842 using the updated modified retrospective transition approach allowed under ASU 2018-11 and did not restate prior periods. The Company recognized ROU assets and related lease liabilities on our Condensed Consolidated Balance Sheets as of January 1, 2019 of approximately $
6
lease commitments, and there was
Accounting Standards Issued But Not Yet Adopted
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which adds, amends and removes certain disclosure requirements related to fair value measurements. Among other changes, this standard requires certain additional disclosure surrounding Level 3 assets, including changes in unrealized gains or losses in other comprehensive income and certain inputs in those measurements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Certain amended or eliminated disclosures in this standard may be adopted early, while certain additional disclosure requirements in this standard can be adopted on its effective date. In addition, certain changes in the standard require retrospective adoption, while other changes must be adopted prospectively. The Company is currently evaluating ASU 2018-13 and its impact on our consolidated financial statements.
Note 3—Revenue Recognition
Revenues consist of product sales to either end customers and their appointed contract manufacturers (including original equipment manufacturers) or to distributors, and the vast majority of our sales are recognized at a point-in-time under the core principle of recognizing revenue when control transfers to the customer. With limited exceptions, the Company recognizes revenue at the point in time when we ship or deliver the product from our manufacturing facility to our customer, when our customer accepts and has legal title of the goods, and where the Company has a present right to payment for such goods. For the three and six months ended June 30, 2019 and 2018, less than
The Company receives customer orders negotiated with multiple delivery dates that may extend across more than
While the Company typically offers standard product warranty coverage which provides assurance that our products will conform to the contractually agreed-upon specifications for a limited period from the date of shipment, the Company’s warranty liabilities as of June 30, 2019 and December 31, 2018, and related warranty expense for the three and six months ended June 30, 2019 and 2018 have not been and were not material in the accompanying Condensed Consolidated Financial Statements.
7
Disaggregation of Net Sales
The following tables show our net sales disaggregated into categories the Company considers meaningful to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2019 and 2018:
Interconnect Products | Cable Products | Total Reportable | |||||||||||||||||
and Assemblies | and Solutions | Business Segments | |||||||||||||||||
Three months ended June 30: | 2019 |
| 2018 |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||||||
Net sales by: | |||||||||||||||||||
Sales channel: | |||||||||||||||||||
End customers and contract manufacturers | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | ||
Distributors and resellers |
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$ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Geography: | |||||||||||||||||||
United States | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | ||
China |
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Other foreign locations |
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$ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Six months ended June 30: | |||||||||||||||||||
Net sales by: | |||||||||||||||||||
Sales channel: | |||||||||||||||||||
End customers and contract manufacturers | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | ||
Distributors and resellers |
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$ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Geography: | |||||||||||||||||||
United States | $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | ||
China |
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Other foreign locations |
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$ | | $ | | $ | | $ | | $ | | $ | |
Net sales by geographic area are based on the customer location to which the product is shipped.
Note 4—Inventories
Inventories consist of:
June 30, | December 31, |
| |||||
| 2019 |
| 2018 |
| |||
Raw materials and supplies |
| $ | |
| $ | | |
Work in process |
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Finished goods |
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| $ | |
| $ | |
Note 5—Reportable Business Segments
The Company has
8
and markets a broad range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a broad range of applications in a diverse set of end markets. The Cable Products and Solutions segment primarily designs, manufactures and markets cable, value-add products and components for use primarily in the broadband communications and information technology markets as well as certain applications in other markets. The accounting policies of the segments are the same as those for the Company as a whole and are described herein and in Note 1 of the notes to the consolidated financial statements in the Company’s 2018 Annual Report. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest, headquarters’ expense allocations, stock-based compensation expense, income taxes, amortization related to certain intangible assets and nonrecurring gains and losses.
The segment results for the three and six months ended June 30, 2019 and 2018 are as follows:
Interconnect Products | Cable Products | Total Reportable |
| ||||||||||||||||
and Assemblies | and Solutions | Business Segments |
| ||||||||||||||||
Three Months Ended June 30: |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| ||||||
Net sales: | |||||||||||||||||||
External |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
Intersegment |
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Segment operating income |
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Six Months Ended June 30: | |||||||||||||||||||
Net sales: | |||||||||||||||||||
External |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | | |
Intersegment |
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Segment operating income |
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A reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2019 and 2018 is summarized as follows:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| |||||
Segment operating income | $ | | $ | | $ | | $ | | |||||
Interest expense |
| ( |
| ( |
| ( |
| ( | |||||
Other income, net |
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Stock-based compensation expense |
| ( |
| ( |
| ( |
| ( | |||||
Acquisition-related expenses |
| ( |
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| ( | | ||||||
Other operating expenses |
| ( |
| ( |
| ( |
| ( | |||||
Income before income taxes | $ | | $ | | $ | | $ | |
Note 6—Shareholders’ Equity and Noncontrolling Interests
Net income attributable to noncontrolling interests is classified below net income. Earnings per share is determined after the impact of the noncontrolling interests’ share in net income of the Company. In addition, the equity attributable to noncontrolling interests is presented as a separate caption within equity.
9