Brunswick Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Restructuring, Exit, Impairment and Integration Activities

Restructuring, Exit, Impairment and Integration Activities

12 Months Ended

Dec. 31, 2017

Restructuring and Related Activities [Abstract]

Restructuring, Exit, Integration and Impairment Activities

The Company has announced and implemented a number of initiatives designed to improve its cost structure, better utilize overall capacity, improve general operating efficiencies and consolidate the operations of recently acquired businesses. These initiatives resulted in the recognition of restructuring, exit, integration and impairment charges in the Consolidated Statements of Operations during 2017, 2016 and 2015.

The costs incurred under these initiatives include:

•Restructuring and Exit Activities – These amounts relate to:


•	Employee termination and other benefits


•	Costs to retain and relocate employees


•	Consulting costs


•	Consolidation of manufacturing footprint


•	Facility shutdown costs

•Asset Disposition and Impairment Actions – These amounts relate to sales and impairments of assets. Impairments of assets are recognized when the carrying amount of the asset is not expected to be fully recoverable. The impairments recognized were equal to the difference between the carrying amount of the asset and the estimated fair value of the asset, which was determined using observable inputs, including appraisals from independent third parties when available. When observable inputs were not available, estimated fair value was determined using the Company’s assumptions, including the data that market participants would use in pricing the asset, based on the best information available in the circumstances. Specifically, the Company used discounted cash flows to determine the fair value of the asset when observable inputs were unavailable.

•Integration Activities – These amounts relate to professional fees for systems integration and deal costs, employee termination and benefits and other charges associated with integrating the operations of recently acquired businesses.

•Intangible Asset Impairments – These amounts relate to impairments of intangible assets recognized as a result of the Company's periodic impairment testing. Goodwill and indefinite-lived intangible assets are evaluated for impairment annually, and all intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the fair value of an intangible asset may be below its carrying value. Refer to Note 1 – Significant Accounting Policies for further details about the Company's impairment testing procedures. In the fourth quarter of 2017, the Company recorded an impairment charge for the Cybex trade name as a result of declining sales and operating performance. The Company used a relief-from-royalty analysis, a Level 3 input, to assess the fair value of the Cybex trade name. The impairment charge was recorded within the Fitness segment.

The Company has reported restructuring, exit, integration and impairment activities based on the specific driver of the cost and reflected the expense in the accounting period when the Company has committed to or incurred the cost, as appropriate. The following table is a summary of the net expense associated with the restructuring, exit, integration and impairment activities for 2017, 2016 and 2015. The 2017 charges related to actions initiated in 2017 and 2016. The 2016 charges related to actions initiated in 2016 and 2015. The 2015 charges related to actions initiated in 2015.



(in millions)	2017		2016		2015
Restructuring and exit activities:
Employee termination and other benefits	$	7.2	$	0.6	$	0.6
Current asset write-downs	4.9		—		—
Professional fees	0.2		—		—
Other	0.9		—		—
Asset disposition and impairment actions:
Definite-lived and other asset impairments	—		2.3		4.1
Intangible asset impairments:
Trade name impairment	13.9		—		—
Integration activities:
Employee termination and other benefits	2.5		4.0		—
Professional fees	5.2		5.9		—
Other	1.8		2.4		—
Total restructuring, exit, integration and impairment charges	$	36.6	$	15.2	$	4.7

Total cash payments for restructuring, exit, integration and impairment charges ^(A)	$	16.2	$	10.2	$	0.4
Accrued charges at end of the period ^(B)	$	5.4	$	4.6	$	1.5

(A) Total cash payments include payments related to prior period charges.

(B) Restructuring, exit, integration and impairment charges accrued as of December 31, 2017 are expected to be paid during 2018.

Reductions in demand for the Company’s products, further refinement of its product portfolio, further opportunities to reduce costs or the cost of integrating future acquisitions may result in additional restructuring, exit, integration and impairment charges in future periods.

Actions Initiated in 2017

During 2017, the Company executed certain restructuring and exit activities within the Fitness, Boat and Corporate segments, resulting in the recognition of restructuring, exit, integration and impairment charges within the Consolidated Statements of Operations.

In the third quarter of 2017, the Company recorded restructuring charges within the Fitness segment for the write-down of inventory and tooling related to the exit of the InMovement product line.

In the second, third and fourth quarters of 2017, the Company implemented headcount reductions in the Fitness and Boat segments aimed at improving general operating efficiencies.

In the first quarter of 2017, the Company announced the closure of its boat manufacturing facility in Joinville, Santa Catarina, Brazil, as a result of continued market weakness due partially to unfavorable foreign currency impacts in the region. As a result, the Company recorded restructuring, exit and impairment charges including the write-down of inventory. The facility manufactured certain Bayliner and Sea Ray boat models for the Latin American market. The long-lived assets at this facility were previously fully impaired.

In the first quarter of 2017, the Company also recorded restructuring charges within Corporate related to the transition of certain corporate officers.

The following table is a summary of the expense associated with the restructuring, exit, integration and impairment activities for the year ended December 31, 2017 and related actions initiated in 2017:



(in millions)	Fitness		Boat		Corporate		Total
Restructuring and exit activities:
Employee termination and other benefits	$	3.8	$	1.0	$	2.4	$	7.2
Current asset write-downs	2.7		2.2		—		4.9
Professional fees	—		0.2		—		0.2
Other	0.4		0.5		—		0.9
Intangible asset impairments:
Trade name impairment	13.9		—		—		13.9
Total restructuring, exit, integration and impairment charges	$	20.8	$	3.9	$	2.4	$	27.1

Actions Initiated in 2016

The Company acquired Cybex International, Inc. (Cybex) and Indoor Cycling Group GmbH (ICG) in the first and third quarters of 2016, respectively, as discussed in Note 4 – Acquisitions. During 2016, the Company executed certain restructuring and integration activities within the Fitness segment primarily related to these acquisitions.

The following table is a summary of the expense associated with the restructuring, exit, integration and impairment activities for the year ended December 31, 2017 and 2016 and related actions initiated in 2016:



	2017				2016
(in millions)	Fitness		Total		Fitness		Boat		Corporate		Total
Restructuring and exit activities:
Employee termination and other benefits	$	—	$	—	$	0.4	$	0.2	$	—	$	0.6
Asset disposition and impairment actions:
Definite-lived and other asset impairments	—		—		—		—		1.4		1.4
Integration activities:
Employee termination and other benefits	2.5		2.5		4.0		—		—		4.0
Professional fees	5.2		5.2		5.9		—		—		5.9
Other	1.8		1.8		2.4		—		—		2.4
Total restructuring, exit, integration and impairment charges	$	9.5	$	9.5	$	12.7	$	0.2	$	1.4	$	14.3

Actions Initiated in 2015

The Company recorded impairment charges of $0.9 million and $4.1 million in the fourth quarters of 2016 and 2015, respectively, in connection with its decision to sell its corporate headquarters facility in Lake Forest, Illinois. The Company used an independent market appraisal report, a Level 2 input, to assess the fair value of its corporate headquarters facility.