xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
| |||
Wisconsin | 39-0448110 | |||
(State or other jurisdiction | (I.R.S. Employer | |||
of incorporation or organization) | Identification Number) |
2400 South 44th Street, | ||
Manitowoc, Wisconsin | 54221-0066 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company o | |
(Do not check if a smaller reporting company) |
PART I. FINANCIAL INFORMATION
2012
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales |
| $ | 1,005.9 |
| $ | 949.8 |
| $ | 1,866.0 |
| $ | 1,682.0 |
|
|
|
|
|
|
|
|
|
|
| ||||
Costs and expenses: |
|
|
|
|
|
|
|
|
| ||||
Cost of sales |
| 756.2 |
| 724.8 |
| 1,410.1 |
| 1,276.5 |
| ||||
Engineering, selling and administrative expenses |
| 151.1 |
| 145.4 |
| 299.5 |
| 285.6 |
| ||||
Restructuring expense |
| 0.2 |
| 2.0 |
| 0.9 |
| 2.9 |
| ||||
Amortization expense |
| 9.5 |
| 9.6 |
| 19.1 |
| 19.3 |
| ||||
Other |
| 0.1 |
| 0.1 |
| 0.1 |
| 0.1 |
| ||||
Total operating costs and expenses |
| 917.1 |
| 881.9 |
| 1,729.7 |
| 1,584.4 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) from operations |
| 88.8 |
| 67.9 |
| 136.3 |
| 97.6 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other income (expenses): |
|
|
|
|
|
|
|
|
| ||||
Amortization of deferred financing fees |
| (2.1 | ) | (2.7 | ) | (4.1 | ) | (6.0 | ) | ||||
Interest expense |
| (33.8 | ) | (38.3 | ) | (66.8 | ) | (77.7 | ) | ||||
Loss on debt extinguishment |
| — |
| (24.2 | ) | — |
| (27.8 | ) | ||||
Other income (expense), net |
| 1.9 |
| 0.3 |
| 0.3 |
| 1.1 |
| ||||
Total other income (expenses) |
| (34.0 | ) | (64.9 | ) | (70.6 | ) | (110.4 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) from continuing operations before taxes on income |
| 54.8 |
| 3.0 |
| 65.7 |
| (12.8 | ) | ||||
Provision (benefit) for taxes on income |
| 14.4 |
| 0.6 |
| 26.8 |
| 2.0 |
| ||||
Earnings (loss) from continuing operations |
| 40.4 |
| 2.4 |
| 38.9 |
| (14.8 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Discontinued operations: |
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) from discontinued operations, net of income taxes of $0.0, ($0.2), ($0.2) and ($1.9), respectively |
| (0.2 | ) | (0.3 | ) | (0.5 | ) | (3.0 | ) | ||||
Gain (loss) on sale of discontinued operations, net of income taxes of $0.0, ($0.7), $0.0 and $29.0, respectively |
| — |
| (0.2 | ) | — |
| (33.6 | ) | ||||
Net earnings (loss) |
| 40.2 |
| 1.9 |
| 38.4 |
| (51.4 | ) | ||||
Less: Net loss attributable to noncontrolling interest, net of income taxes |
| (2.3 | ) | (1.1 | ) | (4.2 | ) | (2.0 | ) | ||||
Net earnings (loss) attributable to Manitowoc |
| $ | 42.5 |
| $ | 3.0 |
| $ | 42.6 |
| $ | (49.4 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Amounts attributable to the Manitowoc common shareholders: |
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) from continuing operations |
| $ | 42.7 |
| $ | 3.5 |
| $ | 43.1 |
| $ | (12.8 | ) |
Earnings (loss) from discontinued operations, net of income taxes |
| (0.2 | ) | (0.3 | ) | (0.5 | ) | (3.0 | ) | ||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| (0.2 | ) | — |
| (33.6 | ) | ||||
Net earnings (loss) attributable to Manitowoc |
| $ | 42.5 |
| $ | 3.0 |
| $ | 42.6 |
| $ | (49.4 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders |
| $ | 0.33 |
| $ | 0.03 |
| $ | 0.33 |
| $ | (0.10 | ) |
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders |
| (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.02 | ) | ||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| (0.00 | ) | — |
| (0.26 | ) | ||||
Earnings (loss) per share attributable to Manitowoc common shareholders |
| $ | 0.33 |
| $ | 0.02 |
| $ | 0.33 |
| $ | (0.38 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders |
| $ | 0.32 |
| $ | 0.03 |
| $ | 0.32 |
| $ | (0.10 | ) |
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders |
| (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.02 | ) | ||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| (0.00 | ) | — |
| (0.26 | ) | ||||
Earnings (loss) per share attributable to Manitowoc common shareholders |
| $ | 0.32 |
| $ | 0.02 |
| $ | 0.32 |
| $ | (0.38 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding — basic |
| 130,575,165 |
| 130,457,059 |
| 130,562,923 |
| 130,440,221 |
| ||||
Weighted average shares outstanding — diluted |
| 133,392,079 |
| 133,822,522 |
| 133,552,797 |
| 130,440,221 |
|
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales | $ | 1,046.6 | $ | 997.2 | $ | 1,944.6 | $ | 1,849.1 | |||||||
Costs and expenses: | |||||||||||||||
Cost of sales | 773.8 | 746.0 | 1,451.8 | 1,394.6 | |||||||||||
Engineering, selling and administrative expenses | 161.3 | 149.6 | 319.4 | 296.5 | |||||||||||
Amortization expense | 9.0 | 9.3 | 18.1 | 18.6 | |||||||||||
Restructuring expense | 0.9 | 0.2 | 1.2 | 0.9 | |||||||||||
Other | — | 0.1 | 0.3 | 0.1 | |||||||||||
Total operating costs and expenses | 945.0 | 905.2 | 1,790.8 | 1,710.7 | |||||||||||
Earnings from operations | 101.6 | 92.0 | 153.8 | 138.4 | |||||||||||
Other income (expenses): | |||||||||||||||
Interest expense | (32.6 | ) | (33.8 | ) | (65.9 | ) | (66.8 | ) | |||||||
Amortization of deferred financing fees | (1.7 | ) | (2.1 | ) | (3.5 | ) | (4.1 | ) | |||||||
Loss on debt extinguishment | — | — | (0.4 | ) | — | ||||||||||
Other income (expense), net | (1.4 | ) | 2.0 | 0.2 | 0.2 | ||||||||||
Total other income (expenses) | (35.7 | ) | (33.9 | ) | (69.6 | ) | (70.7 | ) | |||||||
Earnings from continuing operations before taxes on income | 65.9 | 58.1 | 84.2 | 67.7 | |||||||||||
Provision for taxes on income | 9.3 | 15.5 | 17.8 | 26.9 | |||||||||||
Earnings from continuing operations | 56.6 | 42.6 | 66.4 | 40.8 | |||||||||||
Discontinued operations: | |||||||||||||||
Earnings (loss) from discontinued operations, net of income taxes of $(1.2), $0.1, $(1.3) and $0.2, respectively | (2.1 | ) | 0.4 | (2.2 | ) | — | |||||||||
Loss on sale of discontinued operations, net of income taxes of $0.0, $0.0, $3.3 and $0.0, respectively | — | — | (1.6 | ) | — | ||||||||||
Net earnings | 54.5 | 43.0 | 62.6 | 40.8 | |||||||||||
Less: Net loss attributable to noncontrolling interest, net of income taxes | (3.1 | ) | (2.3 | ) | (5.4 | ) | (4.2 | ) | |||||||
Net earnings attributable to Manitowoc | $ | 57.6 | $ | 45.3 | $ | 68.0 | $ | 45.0 | |||||||
Amounts attributable to the Manitowoc common shareholders: | |||||||||||||||
Earnings from continuing operations | $ | 59.7 | $ | 44.9 | $ | 71.8 | $ | 45.0 | |||||||
Earnings (loss) from discontinued operations, net of income taxes | (2.1 | ) | 0.4 | (2.2 | ) | — | |||||||||
Loss on sale of discontinued operations, net of income taxes | — | — | (1.6 | ) | — | ||||||||||
Net earnings attributable to Manitowoc | $ | 57.6 | $ | 45.3 | $ | 68.0 | $ | 45.0 | |||||||
Basic earnings (loss) per common share: | |||||||||||||||
Earnings from continuing operations attributable to Manitowoc common shareholders | $ | 0.45 | $ | 0.34 | $ | 0.54 | $ | 0.34 | |||||||
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders | (0.02 | ) | — | (0.02 | ) | — | |||||||||
Loss on sale of discontinued operations, net of income taxes | — | — | (0.01 | ) | — | ||||||||||
Earnings per share attributable to Manitowoc common shareholders | $ | 0.43 | $ | 0.35 | $ | 0.51 | $ | 0.34 | |||||||
Diluted earnings (loss) per common share: | |||||||||||||||
Earnings from continuing operations attributable to Manitowoc common shareholders | $ | 0.44 | $ | 0.34 | $ | 0.53 | $ | 0.34 | |||||||
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders | (0.02 | ) | — | (0.02 | ) | — | |||||||||
Loss on sale of discontinued operations, net of income taxes | — | — | (0.01 | ) | — | ||||||||||
Earnings per share attributable to Manitowoc common shareholders | $ | 0.43 | $ | 0.34 | $ | 0.50 | $ | 0.34 | |||||||
Weighted average shares outstanding — basic | 132,999,781 | 130,575,165 | 132,655,172 | 130,562,923 | |||||||||||
Weighted average shares outstanding — diluted | 135,112,730 | 133,392,079 | 135,029,444 | 133,552,797 |
THE MANITOWOC COMPANY, INC.
2012
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net earnings (loss) |
| $ | 40.2 |
| $ | 1.9 |
| $ | 38.4 |
| $ | (51.4 | ) |
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
| ||||
Derivative instrument fair market value adjustment, net of income taxes of $(1.7), $5.0, $(0.3) and $6.6, respectively |
| (4.0 | ) | 8.5 |
| (0.9 | ) | 13.4 |
| ||||
Foreign currency translation adjustments |
| (39.4 | ) | 6.7 |
| (22.9 | ) | 40.2 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total other comprehensive income (loss), net of tax |
| (43.4 | ) | 15.2 |
| (23.8 | ) | 53.6 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Comprehensive income (loss) |
| (3.2 | ) | 17.1 |
| 14.6 |
| 2.2 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Comprehensive income (loss) attributable to noncontrolling interest |
| (2.3 | ) | (1.1 | ) | (4.2 | ) | (2.0 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | (0.9 | ) | $ | 18.2 |
| $ | 18.8 |
| $ | 4.2 |
|
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net earnings | $ | 54.5 | $ | 43.0 | $ | 62.6 | $ | 40.8 | |||||||
Other comprehensive income (loss), net of tax | |||||||||||||||
Derivative instrument fair market value adjustment, net of income taxes of $0.2, $(1.7), $(1.2) and $(0.3), respectively | 0.5 | (4.0 | ) | (2.1 | ) | (0.9 | ) | ||||||||
Employee pension and postretirement benefits, net of income taxes of $0.4, $0.2, $0.7 and $0.4, respectively. | 1.1 | 0.8 | 2.1 | 1.6 | |||||||||||
Foreign currency translation adjustments | (1.5 | ) | (39.4 | ) | (16.1 | ) | (22.9 | ) | |||||||
Total other comprehensive income (loss), net of tax | 0.1 | (42.6 | ) | (16.1 | ) | (22.2 | ) | ||||||||
Comprehensive income | 54.6 | 0.4 | 46.5 | 18.6 | |||||||||||
Comprehensive loss attributable to noncontrolling interest | (3.1 | ) | (2.3 | ) | (5.4 | ) | (4.2 | ) | |||||||
Comprehensive income attributable to Manitowoc | $ | 57.7 | $ | 2.7 | $ | 51.9 | $ | 22.8 |
THE MANITOWOC COMPANY, INC.
|
| June 30, |
| December 31, |
| ||
|
| 2012 |
| 2011 |
| ||
Assets |
|
|
|
|
| ||
Current Assets: |
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 56.8 |
| $ | 68.6 |
|
Marketable securities |
| 2.6 |
| 2.7 |
| ||
Restricted cash |
| 10.1 |
| 7.2 |
| ||
Accounts receivable, less allowances of $12.5 and $12.8, respectively |
| 326.3 |
| 297.0 |
| ||
Inventories — net |
| 808.6 |
| 668.7 |
| ||
Deferred income taxes |
| 120.0 |
| 117.8 |
| ||
Other current assets |
| 98.2 |
| 77.8 |
| ||
Total current assets |
| 1,422.6 |
| 1,239.8 |
| ||
|
|
|
|
|
| ||
Property, plant and equipment — net |
| 555.8 |
| 568.2 |
| ||
Goodwill |
| 1,157.9 |
| 1,164.8 |
| ||
Other intangible assets — net |
| 826.3 |
| 851.8 |
| ||
Other non-current assets |
| 149.1 |
| 140.6 |
| ||
Total assets |
| $ | 4,111.7 |
| $ | 3,965.2 |
|
|
|
|
|
|
| ||
Liabilities and Equity |
|
|
|
|
| ||
Current Liabilities: |
|
|
|
|
| ||
Accounts payable and accrued expenses |
| $ | 847.3 |
| $ | 869.8 |
|
Current portion of long-term debt and short-term borrowings |
| 116.6 |
| 79.1 |
| ||
Product warranties |
| 92.4 |
| 93.8 |
| ||
Customer advances |
| 23.6 |
| 35.1 |
| ||
Product liabilities |
| 27.0 |
| 26.8 |
| ||
Total current liabilities |
| 1,106.9 |
| 1,104.6 |
| ||
Non-Current Liabilities: |
|
|
|
|
| ||
Long-term debt |
| 1,946.2 |
| 1,810.9 |
| ||
Deferred income taxes |
| 215.8 |
| 215.8 |
| ||
Pension obligations |
| 88.3 |
| 90.6 |
| ||
Postretirement health and other benefit obligations |
| 60.5 |
| 59.8 |
| ||
Long-term deferred revenue |
| 32.4 |
| 34.2 |
| ||
Other non-current liabilities |
| 163.2 |
| 175.8 |
| ||
Total non-current liabilities |
| 2,506.4 |
| 2,387.1 |
| ||
|
|
|
|
|
| ||
Commitments and contingencies (Note 14) |
|
|
|
|
| ||
|
|
|
|
|
| ||
Total Equity: |
|
|
|
|
| ||
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 132,304,552 and 131,884,765 shares outstanding, respectively) |
| 1.4 |
| 1.4 |
| ||
Additional paid-in capital |
| 480.5 |
| 470.8 |
| ||
Accumulated other comprehensive income (loss) |
| (38.8 | ) | (15.0 | ) | ||
Retained earnings |
| 156.2 |
| 113.6 |
| ||
Treasury stock, at cost (30,871,376 and 31,291,163 shares, respectively) |
| (86.8 | ) | (87.4 | ) | ||
Total Manitowoc stockholders’ equity |
| 512.5 |
| 483.4 |
| ||
Noncontrolling interest |
| (14.1 | ) | (9.9 | ) | ||
Total equity |
| 498.4 |
| 473.5 |
| ||
Total liabilities and equity |
| $ | 4,111.7 |
| $ | 3,965.2 |
|
June 30, 2013 | December 31, 2012 | ||||||
Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 91.7 | $ | 73.4 | |||
Marketable securities | 2.7 | 2.7 | |||||
Restricted cash | 10.7 | 10.6 | |||||
Accounts receivable, less allowances of $15.2 and $13.5, respectively | 340.5 | 332.7 | |||||
Inventories — net | 815.9 | 707.6 | |||||
Deferred income taxes | 89.1 | 89.0 | |||||
Other current assets | 107.9 | 105.2 | |||||
Current assets of discontinued operation | — | 6.8 | |||||
Total current assets | 1,458.5 | 1,328.0 | |||||
Property, plant and equipment — net | 559.9 | 556.1 | |||||
Goodwill | 1,206.9 | 1,210.7 | |||||
Other intangible assets — net | 776.6 | 796.4 | |||||
Other non-current assets | 149.3 | 130.3 | |||||
Long-term assets of discontinued operation | — | 35.8 | |||||
Total assets | $ | 4,151.2 | $ | 4,057.3 | |||
Liabilities and Equity | |||||||
Current Liabilities: | |||||||
Accounts payable and accrued expenses | $ | 878.2 | $ | 912.9 | |||
Current portion of long-term debt and short-term borrowings | 96.2 | 92.8 | |||||
Product warranties | 82.1 | 82.1 | |||||
Customer advances | 25.0 | 24.2 | |||||
Product liabilities | 28.6 | 27.9 | |||||
Current liabilities of discontinued operation | — | 6.0 | |||||
Total current liabilities | 1,110.1 | 1,145.9 | |||||
Non-Current Liabilities: | |||||||
Long-term debt | 1,800.9 | 1,732.0 | |||||
Deferred income taxes | 226.1 | 223.0 | |||||
Pension obligations | 113.5 | 114.3 | |||||
Postretirement health and other benefit obligations | 53.1 | 53.4 | |||||
Long-term deferred revenue | 41.3 | 37.7 | |||||
Other non-current liabilities | 166.5 | 161.1 | |||||
Long-term liabilities of discontinued operation | — | 8.6 | |||||
Total non-current liabilities | 2,401.4 | 2,330.1 | |||||
Commitments and contingencies (Note 14) | |||||||
Total Equity: | |||||||
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 133,535,508 and 132,769,478 shares outstanding, respectively) | 1.4 | 1.4 | |||||
Additional paid-in capital | 496.8 | 486.9 | |||||
Accumulated other comprehensive loss | (45.5 | ) | (29.4 | ) | |||
Retained earnings | 290.1 | 222.1 | |||||
Treasury stock, at cost (29,640,420 and 30,406,450 shares, respectively) | (78.7 | ) | (80.7 | ) | |||
Total Manitowoc stockholders’ equity | 664.1 | 600.3 | |||||
Noncontrolling interest | (24.4 | ) | (19.0 | ) | |||
Total equity | 639.7 | 581.3 | |||||
Total liabilities and equity | $ | 4,151.2 | $ | 4,057.3 |
2012
|
| Six Months Ended |
| ||||
|
| June 30, |
| ||||
|
| 2012 |
| 2011 |
| ||
Cash Flows from Operations: |
|
|
|
|
| ||
Net earnings (loss) |
| $ | 38.4 |
| $ | (51.4 | ) |
Adjustments to reconcile net earnings (loss) to cash provided by (used for) operating activities of continuing operations: |
|
|
|
|
| ||
Discontinued operations, net of income taxes |
| 0.5 |
| 3.0 |
| ||
Depreciation |
| 34.4 |
| 41.1 |
| ||
Amortization of intangible assets |
| 19.1 |
| 19.3 |
| ||
Deferred income taxes |
| (0.7 | ) | (5.0 | ) | ||
Loss (gain) on sale of property, plant and equipment |
| 1.0 |
| (0.5 | ) | ||
Restructuring expense |
| 0.9 |
| 2.9 |
| ||
Amortization of deferred financing fees |
| 4.1 |
| 6.0 |
| ||
Loss on debt extinguishment |
| — |
| 27.8 |
| ||
Loss on sale of discontinued operations |
| — |
| 33.6 |
| ||
Other |
| 8.8 |
| 8.5 |
| ||
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures: |
|
|
|
|
| ||
Accounts receivable |
| (34.7 | ) | (163.7 | ) | ||
Inventories |
| (153.0 | ) | (160.0 | ) | ||
Other assets |
| (20.9 | ) | 20.5 |
| ||
Accounts payable |
| 7.4 |
| 111.9 |
| ||
Accrued expenses and other liabilities |
| (26.6 | ) | (62.8 | ) | ||
Net cash provided by (used for) operating activities of continuing operations |
| (121.3 | ) | (168.8 | ) | ||
Net cash provided by (used for) operating activities of discontinued operations |
| (0.5 | ) | (18.5 | ) | ||
Net cash provided by (used for) operating activities |
| (121.8 | ) | (187.3 | ) | ||
|
|
|
|
|
| ||
Cash Flows from Investing: |
|
|
|
|
| ||
Capital expenditures |
| (34.8 | ) | (18.6 | ) | ||
Restricted cash |
| (3.0 | ) | (0.1 | ) | ||
Proceeds from sale of business |
| — |
| 143.6 |
| ||
Proceeds from sale of property, plant and equipment |
| 0.2 |
| 2.9 |
| ||
Net cash provided by (used for) investing activities |
| (37.6 | ) | 127.8 |
| ||
|
|
|
|
|
| ||
Cash Flows from Financing: |
|
|
|
|
| ||
Proceeds from revolving credit facility |
| 148.8 |
| 91.6 |
| ||
(Payments on) long-term debt |
| (48.3 | ) | (827.9 | ) | ||
Proceeds from long-term debt |
| 64.9 |
| 805.8 |
| ||
(Payments on) notes financing |
| (18.7 | ) | (1.4 | ) | ||
Debt issuance costs |
| — |
| (13.6 | ) | ||
Exercises of stock options, including windfall tax benefits |
| 1.6 |
| 1.5 |
| ||
Net cash provided by (used for) financing activities of continuing operations |
| 148.3 |
| 56.0 |
| ||
|
|
|
|
|
| ||
Effect of exchange rate changes on cash |
| (0.7 | ) | 0.9 |
| ||
|
|
|
|
|
| ||
Net increase (decrease) in cash and cash equivalents |
| (11.8 | ) | (2.6 | ) | ||
Balance at beginning of period |
| 68.6 |
| 83.7 |
| ||
Balance at end of period |
| $ | 56.8 |
| $ | 81.1 |
|
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
Cash Flows from Operations: | |||||||
Net earnings | $ | 62.6 | $ | 40.8 | |||
Adjustments to reconcile net earnings to cash used for operating activities of continuing operations: | |||||||
Discontinued operations, net of income taxes | 2.2 | — | |||||
Depreciation | 38.2 | 34.2 | |||||
Amortization of intangible assets | 18.1 | 18.6 | |||||
Amortization of deferred financing fees | 3.5 | 4.1 | |||||
Deferred income taxes | (1.3 | ) | (1.3 | ) | |||
Loss on early debt extinguishment | 0.4 | — | |||||
Loss on sale of property, plant and equipment | 3.3 | 1.0 | |||||
Loss on sale of discontinued operations | 1.6 | — | |||||
Stock-based compensation expense | 9.0 | 8.6 | |||||
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures: | |||||||
Accounts receivable | (14.6 | ) | (34.5 | ) | |||
Inventories | (115.7 | ) | (156.2 | ) | |||
Other assets | (30.5 | ) | (21.2 | ) | |||
Accounts payable | 9.2 | 6.7 | |||||
Accrued expenses and other liabilities | (44.5 | ) | (24.2 | ) | |||
Net cash used for operating activities of continuing operations | (58.5 | ) | (123.4 | ) | |||
Net cash provided by (used for) operating activities of discontinued operations | (4.0 | ) | 1.6 | ||||
Net cash used for operating activities | (62.5 | ) | (121.8 | ) | |||
Cash Flows from Investing: | |||||||
Capital expenditures | (46.9 | ) | (34.7 | ) | |||
Proceeds from sale of property, plant and equipment | 0.9 | 0.2 | |||||
Restricted cash | (0.2 | ) | (3.0 | ) | |||
Proceeds from sale of business | 39.2 | — | |||||
Net cash used for investing activities of continuing operations | (7.0 | ) | (37.5 | ) | |||
Net cash used for investing activities of discontinued operations | — | (0.1 | ) | ||||
Net cash used for investing activities | (7.0 | ) | (37.6 | ) | |||
Cash Flows from Financing: | |||||||
Proceeds from revolving credit facility | 104.1 | 148.8 | |||||
Payments on long-term debt | (38.8 | ) | (48.3 | ) | |||
Proceeds from long-term debt | 19.3 | 64.9 | |||||
Proceeds (payments) on notes financing | 2.3 | (18.7 | ) | ||||
Exercises of stock options | 2.9 | 1.6 | |||||
Net cash provided by financing activities | 89.8 | 148.3 | |||||
Effect of exchange rate changes on cash | (2.0 | ) | (0.7 | ) | |||
Net increase (decrease) in cash and cash equivalents | 18.3 | (11.8 | ) | ||||
Balance at beginning of period | 73.4 | 68.6 | |||||
Balance at end of period | $ | 91.7 | $ | 56.8 |
THE MANITOWOC COMPANY, INC.
2012
Prior Period Adjustment:
, respectively.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(in millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales | $ | — | $ | 8.7 | $ | 2.5 | $ | 16.9 | ||||||||
Pretax earnings from discontinued operation | $ | — | $ | 0.7 | $ | 0.1 | $ | 0.9 | ||||||||
Provision for taxes on earnings | — | 0.1 | — | 0.4 | ||||||||||||
Net earnings from discontinued operation | $ | — | $ | 0.6 | $ | 0.1 | $ | 0.5 |
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales |
| $ | — |
| $ | — |
| $ | — |
| $ | 3.3 |
|
|
|
|
|
|
|
|
|
|
| ||||
Pretax earnings (loss) from discontinued operation |
| $ | (0.2 | ) | $ | (0.1 | ) | $ | (0.4 | ) | $ | (4.1 | ) |
Provision (benefit) for taxes on earnings |
| — |
| — |
| (0.1 | ) | (1.6 | ) | ||||
Net earnings (loss) from discontinued operation |
| $ | (0.2 | ) | $ | (0.1 | ) | $ | (0.3 | ) | $ | (2.5 | ) |
The following selected financial data of various other businesses disposed of prior to 2012, primarily consisting of administrative costs, for the three and six months ended June 30, 2012 and 2011, is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the businesses operated as a stand-alone entity.entities. There was no general corporate expense or interest expense allocated to discontinued operations for these businesses during the periods presented.
6
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(in millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales | $ | — | $ | — | $ | — | $ | — | ||||||||
Pretax loss from discontinued operations | $ | (3.3 | ) | $ | (0.2 | ) | $ | (3.6 | ) | $ | (0.7 | ) | ||||
Benefit for taxes on earnings | (1.2 | ) | — | (1.3 | ) | (0.2 | ) | |||||||||
Net loss from discontinued operations | $ | (2.1 | ) | $ | (0.2 | ) | $ | (2.3 | ) | $ | (0.5 | ) |
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
|
|
| ||||
Pretax earnings (loss) from discontinued operation |
| $ | — |
| $ | (0.4 | ) | $ | (0.3 | ) | $ | (0.8 | ) |
Provision (benefit) for taxes on earnings |
| — |
| (0.2 | ) | (0.1 | ) | (0.3 | ) | ||||
Net earnings (loss) from discontinued operation |
| $ | — |
| $ | (0.2 | ) | $ | (0.2 | ) | $ | (0.5 | ) |
3. Fair Value of Financial Instruments
|
| Fair Value as of June 30, 2012 |
| ||||||||||
(in millions) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Current Assets: |
|
|
|
|
|
|
|
|
| ||||
Foreign currency exchange contracts |
| $ | — |
| $ | 0.9 |
| $ | — |
| $ | 0.9 |
|
Marketable securities |
| 2.6 |
| — |
| — |
| 2.6 |
| ||||
Total current assets at fair value |
| $ | 2.6 |
| $ | 0.9 |
| $ | — |
| $ | 3.5 |
|
|
|
|
|
|
|
|
|
|
| ||||
Non-Current Assets: |
|
|
|
|
|
|
|
|
| ||||
Interest rate swap contracts |
| $ | — |
| $ | 12.0 |
| $ | — |
| $ | 12.0 |
|
Total non-current assets at fair value |
| $ | — |
| $ | 12.0 |
| $ | — |
| $ | 12.0 |
|
|
|
|
|
|
|
|
|
|
| ||||
Current Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Foreign currency exchange contracts |
| $ | — |
| $ | 6.3 |
| $ | — |
| $ | 6.3 |
|
Commodity contracts |
| — |
| 2.7 |
| — |
| 2.7 |
| ||||
Interest rate swap contracts |
| — |
| 4.8 |
| — |
| 4.8 |
| ||||
Total current liabilities at fair value |
| $ | — |
| $ | 13.8 |
| $ | — |
| $ | 13.8 |
|
|
| Fair Value as of December 31, 2011 |
| ||||||||||
(in millions) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Current Assets: |
|
|
|
|
|
|
|
|
| ||||
Foreign currency exchange contracts |
| $ | — |
| $ | 0.8 |
| $ | — |
| $ | 0.8 |
|
Marketable securities |
| 2.7 |
| — |
| — |
| 2.7 |
| ||||
Total current assets at fair value |
| $ | 2.7 |
| $ | 0.8 |
| $ | — |
| $ | 3.5 |
|
|
|
|
|
|
|
|
|
|
| ||||
Non-current Assets: |
|
|
|
|
|
|
|
|
| ||||
Interest rate swap contracts |
| $ | — |
| $ | 0.5 |
| $ | — |
| $ | 0.5 |
|
Interest rate cap contracts |
| — |
| 0.3 |
| — |
| 0.3 |
| ||||
Total non-current assets at fair value |
| $ | — |
| $ | 0.8 |
| $ | — |
| $ | 0.8 |
|
|
|
|
|
|
|
|
|
|
| ||||
Current Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Foreign currency exchange contracts |
| $ | — |
| $ | 6.7 |
| $ | — |
| $ | 6.7 |
|
Commodity contracts |
| — |
| 2.4 |
| — |
| 2.4 |
| ||||
Total current liabilities at fair value |
| $ | — |
| $ | 9.1 |
| $ | — |
| $ | 9.1 |
|
|
|
|
|
|
|
|
|
|
| ||||
Non-current Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Interest rate swap contracts |
| $ | — |
| $ | 9.5 |
| $ | — |
| $ | 9.5 |
|
Total non-current liabilities at fair value |
| $ | — |
| $ | 9.5 |
| $ | — |
| $ | 9.5 |
|
The carrying value of the amounts reported in the Condensed Consolidated Balance Sheets for cash, accounts receivable, accounts payable, deferred purchase price notes on receivables sold (see Note 9, “Accounts Receivable Securitization” for further discussion of deferred purchase price notes on receivables sold) and short-term variable debt, including any amounts outstanding under our revolving credit facility, approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
Fair Value as of June 30, 2013 | |||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Current Assets: | |||||||||||||||
Foreign currency exchange contracts | $ | — | $ | 1.4 | $ | — | $ | 1.4 | |||||||
Marketable securities | 2.7 | — | — | 2.7 | |||||||||||
Total current assets at fair value | $ | 2.7 | $ | 1.4 | $ | — | $ | 4.1 | |||||||
Current Liabilities: | |||||||||||||||
Foreign currency exchange contracts | $ | — | $ | 2.9 | $ | — | $ | 2.9 | |||||||
Commodity contracts | — | 1.4 | — | 1.4 | |||||||||||
Total current liabilities at fair value | $ | — | $ | 4.3 | $ | — | $ | 4.3 | |||||||
Non-current Liabilities: | |||||||||||||||
Interest rate swap contracts | $ | — | $ | 8.4 | $ | — | $ | 8.4 | |||||||
Total Non-current liabilities at fair value | $ | — | $ | 8.4 | $ | — | $ | 8.4 |
Fair Value as of December 31, 2012 | |||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Current Assets: | |||||||||||||||
Foreign currency exchange contracts | $ | — | $ | 2.9 | $ | — | $ | 2.9 | |||||||
Marketable securities | 2.7 | — | — | 2.7 | |||||||||||
Total current assets at fair value | $ | 2.7 | $ | 2.9 | $ | — | $ | 5.6 | |||||||
Current Liabilities: | |||||||||||||||
Foreign currency exchange contracts | $ | — | $ | 0.9 | $ | — | $ | 0.9 | |||||||
Commodity contracts | — | 0.8 | — | 0.8 | |||||||||||
Interest rate swap contracts | — | 0.3 | — | 0.3 | |||||||||||
Total current liabilities at fair value | $ | — | $ | 2.0 | $ | — | $ | 2.0 | |||||||
Non-current Liabilities: | |||||||||||||||
Interest rate swap contracts | $ | — | $ | 1.1 | $ | — | $ | 1.1 | |||||||
Total non-current liabilities at fair value | $ | — | $ | 1.1 | $ | — | $ | 1.1 |
2013
and December 31, 2011,2012, respectively. The fair value of the company’s 9.50%8.50% Senior Notes due 20182020 was approximately $439.8$657.0 million and $434.0$675.0 million at as of June 30, 20122013 and December 31, 2011,2012, respectively. The fair value of the company’s 8.50%5.875% Senior Notes due 20202022 was approximately $649.5$301.5 million and $634.9$307.5 million at as of June 30, 20122013 and December 31, 2011,2012, respectively. The fair values of the company’s Term Loans under the currentits Senior Credit Facility were as follows at as of June 30, 20122013 and December 31, 2011,2012, respectively: Term Loan A — $311.8$275.9 million and $318.6 million;$296.0 million; and Term Loan B — $330.2$75.5 million and $324.1 million.$81.4 million. See Note 8, “Debt,” for a description of the debt instruments and their related carrying values.
Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities | |
Level 2 | Unadjusted quoted prices in active markets for similar assets or liabilities, or | |
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or | ||
Inputs other than quoted prices that are observable for the asset or liability | ||
Level 3 | Unobservable inputs for the asset or liability |
interest rate swaps as fair market value hedges of fixed rate debt, which synthetically swap the company’s fixed rate debt to floating rate debt.
|
| Units Hedged |
|
|
|
|
| ||
Commodity |
| June 30, 2012 |
| December 31, 2011 |
|
|
| Type |
|
Aluminum |
| 1,851 |
| 1,254 |
| MT |
| Cash Flow |
|
Copper |
| 657 |
| 684 |
| MT |
| Cash Flow |
|
Natural Gas |
| 228,144 |
| 346,902 |
| MMBtu |
| Cash Flow |
|
Steel |
| 11,177 |
| 8,231 |
| Tons |
| Cash Flow |
|
|
| Units Hedged |
|
|
| ||
Short Currency |
| June 30, 2012 |
| December 31, 2011 |
| Type |
|
Canadian Dollar |
| 12,867,509 |
| 25,083,644 |
| Cash Flow |
|
European Euro |
| 110,154,200 |
| 67,565,453 |
| Cash Flow |
|
South Korean Won |
| 2,917,017,180 |
| 3,224,015,436 |
| Cash Flow |
|
Singapore Dollar |
| 4,800,000 |
| 4,800,000 |
| Cash Flow |
|
United States Dollar |
| 4,625,664 |
| 5,538,777 |
| Cash Flow |
|
Chinese Renminbi |
| 108,083,900 |
| 111,177,800 |
| Cash Flow |
|
Units Hedged | |||||||||
Commodity | June 30, 2013 | December 31, 2012 | Type | ||||||
Aluminum | 1,851 | 1,382 | MT | Cash Flow | |||||
Copper | 385 | 515 | MT | Cash Flow | |||||
Natural Gas | 200,491 | 158,670 | MMBtu | Cash Flow | |||||
Steel | 9,051 | 10,041 | Tons | Cash Flow |
Units Hedged | ||||||||
Short Currency | June 30, 2013 | December 31, 2012 | Type | |||||
Canadian Dollar | 12,875,224 | 9,351,126 | Cash Flow | |||||
European Euro | 62,108,650 | 66,389,190 | Cash Flow | |||||
South Korean Won | 2,160,482,518 | 2,595,874,455 | Cash Flow | |||||
Singapore Dollar | 4,800,000 | 4,800,000 | Cash Flow | |||||
United States Dollar | 680,397 | 2,398,273 | Cash Flow | |||||
Chinese Renminbi | 127,645,962 | 187,640,472 | Cash Flow |
The company monetized the derivative asset related to the fixed-to-float interest rate swaps in connection with the 2018 and 2020 Notes and received $21.5 million in the third quarter of 2011. The gain is treated as an increase to the debt balances for each of the 2018 and 2020 Notes and will be amortized to interest expense over the life of the original swap.
instruments.
9
Units Hedged | ||||||||||
Short Currency | June 30, 2013 | December 31, 2012 | Recognized Location | Purpose | ||||||
Euro | 30,541,078 | 24,540,841 | Other income, net | Accounts Payable and Receivable Settlement | ||||||
United States Dollar | 16,735,000 | 6,432,000 | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Pound Sterling | 6,502,980 | 11,100,000 | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Chinese Renminbi | 125,000,000 | — | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Indian Rupee | 358,108 | — | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Mexican Peso | 1,032,780 | — | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Canadian Dollar | 57,246 | — | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Japanese Yen | 100,000,000 | — | Other income, net | Accounts Payable and Receivable Settlement |
|
| Units Hedged |
|
|
|
|
| ||
Short Currency |
| June 30, 2012 |
| December 31, |
| Recognized Location |
| Purpose |
|
British Pound |
| 6,198,616 |
| — |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
Euro |
| 15,764,548 |
| 33,150,213 |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
United States Dollar |
| 10,800,000 |
| 6,000,000 |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
Australian Dollar |
| — |
| 7,569,912 |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
Mexican Peso |
| 739,584 |
| — |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
The fair value of outstanding derivative contracts recorded as assets in the accompanying Condensed Consolidated Balance SheetSheets as of June 30, 20122013 and December 31, 20112012 was as follows:
|
|
|
| ASSET DERIVATIVES |
| ||||
|
|
|
| June 30, 2012 |
| December 31, 2011 |
| ||
(in millions) |
| Balance Sheet Location |
| Fair Value |
| ||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
| ||
Foreign exchange contracts |
| Other current assets |
| $ | 0.8 |
| $ | 0.6 |
|
Interest rate swap contracts: Fixed-to-float |
| Other non-current assets |
| 12.0 |
| 0.5 |
| ||
Interest rate cap contracts |
| Other non-current assets |
| — |
| 0.3 |
| ||
Total derivatives designated as hedging instruments |
|
|
| $ | 12.8 |
| $ | 1.4 |
|
|
|
|
| ASSET DERIVATIVES |
| ||||
|
|
|
| June 30, 2012 |
| December 31, 2011 |
| ||
(in millions) |
| Balance Sheet Location |
| Fair Value |
| ||||
Derivatives NOT designated as hedging instruments |
|
|
|
|
|
|
| ||
Foreign exchange contracts |
| Other current assets |
| $ | 0.1 |
| $ | 0.1 |
|
Total derivatives NOT designated as hedging instruments |
|
|
| $ | 0.1 |
| $ | 0.1 |
|
|
|
|
|
|
|
|
| ||
Total asset derivatives |
|
|
| $ | 12.9 |
| $ | 1.5 |
|
ASSET DERIVATIVES | ||||||||||
June 30, 2013 | December 31, 2012 | |||||||||
(in millions) | Balance Sheet Location | Fair Value | ||||||||
Derivatives designated as hedging instruments | ||||||||||
Foreign exchange contracts | Other current assets | $ | 1.3 | $ | 2.6 | |||||
Total derivatives designated as hedging instruments | $ | 1.3 | $ | 2.6 |
ASSET DERIVATIVES | ||||||||||
June 30, 2013 | December 31, 2012 | |||||||||
(in millions) | Balance Sheet Location | Fair Value | ||||||||
Derivatives NOT designated as hedging instruments | ||||||||||
Foreign exchange contracts | Other current assets | $ | 0.1 | $ | 0.3 | |||||
Total derivatives NOT designated as hedging instruments | $ | 0.1 | $ | 0.3 | ||||||
Total asset derivatives | $ | 1.4 | $ | 2.9 |
|
|
|
| LIABILITY DERIVATIVES |
| ||||
|
|
|
| June 30, 2012 |
| December 31, 2011 |
| ||
(in millions) |
| Balance Sheet Location |
| Fair Value |
| ||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
| ||
Foreign exchange contracts |
| Accounts payable and accrued expenses |
| $ | 5.5 |
| $ | 5.2 |
|
Commodity contracts |
| Accounts payable and accrued expenses |
| 2.7 |
| 2.5 |
| ||
Total derivatives designated as hedging instruments |
|
|
| $ | 8.2 |
| $ | 7.7 |
|
|
|
|
| LIABILITY DERIVATIVES |
| ||||
|
|
|
| June 30, 2012 |
| December 31, 2011 |
| ||
(in millions) |
| Balance Sheet Location |
| Fair Value |
| ||||
Derivatives NOT designated as hedging instruments |
|
|
|
|
|
|
| ||
Foreign exchange contracts |
| Accounts payable and accrued expenses |
| $ | 0.8 |
| $ | 1.6 |
|
Interest rate swap contracts: Float-to-fixed |
| Accounts payable and accrued expenses |
| 4.8 |
| 9.5 |
| ||
Total derivatives NOT designated as hedging instruments |
|
|
| $ | 5.6 |
| $ | 11.1 |
|
|
|
|
|
|
|
|
| ||
Total liability derivatives |
|
|
| $ | 13.8 |
| $ | 18.8 |
|
LIABILITY DERIVATIVES | ||||||||||
June 30, 2013 | December 31, 2012 | |||||||||
(in millions) | Balance Sheet Location | Fair Value | ||||||||
Derivatives designated as hedging instruments | ||||||||||
Foreign exchange contracts | Accounts payable and accrued expenses | $ | 1.9 | $ | 0.4 | |||||
Commodity contracts | Accounts payable and accrued expenses | 1.4 | 0.8 | |||||||
Interest rate swap contracts: Fixed-to-float | Other non-current liabilities | $ | 8.4 | $ | 1.1 | |||||
Total derivatives designated as hedging instruments | $ | 11.7 | $ | 2.3 |
LIABILITY DERIVATIVES | ||||||||||
June 30, 2013 | December 31, 2012 | |||||||||
(in millions) | Balance Sheet Location | Fair Value | ||||||||
Derivatives NOT designated as hedging instruments | ||||||||||
Foreign exchange contracts | Accounts payable and accrued expenses | $ | 1.0 | $ | 0.5 | |||||
Interest rate swap contracts: Float-to-fixed | Accounts payable and accrued expenses | — | 0.3 | |||||||
Interest rate swap contracts: Fixed-to-float | Other non-current liabilities | — | — | |||||||
Total derivatives NOT designated as hedging instruments | $ | 1.0 | $ | 0.8 | ||||||
Total liability derivatives | $ | 12.7 | $ | 3.1 |
Derivatives in Cash Flow Hedging |
| Amount of Gain or (Loss) on Derivative |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Reclassified |
| ||||||||
Relationships (in millions) |
| June 30, 2012 |
| June 30, 2011 |
| (Effective Portion) |
| June 30, 2012 |
| June 30, 2011 |
| ||||
Foreign exchange contracts |
| $ | (2.4 | ) | $ | (1.0 | ) | Cost of sales |
| $ | (2.5 | ) | $ | 2.7 |
|
Interest rate swap & cap contracts |
| (0.1 | ) | — |
| Interest expense |
| — |
| (2.7 | ) | ||||
Commodity contracts |
| (2.7 | ) | (0.3 | ) | Cost of sales |
| (0.6 | ) | 0.2 |
| ||||
Total |
| $ | (5.2 | ) | $ | (1.3 | ) |
|
| $ | (3.1 | ) | $ | 0.2 |
|
Derivatives |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) on Derivative Recognized in |
| ||||
Relationships (in millions) |
| Effectiveness Testing) |
| June 30, 2012 |
| June 30, 2011 |
| ||
Commodity contracts |
| Cost of sales |
| $ | (0.1 | ) | $ | — |
|
Total |
|
|
| $ | (0.1 | ) | $ | — |
|
Derivatives Not Designated as |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) on Derivative Recognized in |
| ||||
Hedging Instruments (in millions) |
| Income |
| June 30, 2012 |
| June 30, 2011 |
| ||
Foreign exchange contracts |
| Other income |
| $ | (0.6 | ) | $ | (0.6 | ) |
Interest rate swaps |
| Other income |
| 2.4 |
| — |
| ||
Total |
|
|
| $ | 1.8 |
| $ | (0.6 | ) |
June 30, 2013 June 30, 2012 June 30, 2013 June 30, 2012 Foreign exchange contracts $ 0.5 $ (2.4 ) Cost of sales $ 0.5 $ (2.5 ) Interest rate swap & cap contracts — (0.1 ) Interest expense — — Commodity contracts (0.2 ) (2.7 ) Cost of sales (0.6 ) (0.6 ) Total $ 0.3 $ (5.2 ) $ (0.1 ) $ (3.1 )
Derivatives | Location of Gain or (Loss) on Derivative Recognized in Income (Ineffective Portion and Amount Excluded from | Amount of Gain or (Loss) on Derivative Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||
Relationships (in millions) | Effectiveness Testing) | June 30, 2013 | June 30, 2012 | |||||||
Commodity contracts | Cost of sales | $ | (0.1 | ) | $ | (0.1 | ) | |||
Total | $ | (0.1 | ) | $ | (0.1 | ) |
Derivatives Not Designated as | Location of Gain or (Loss) Recognized on Derivative in | Amount of Gain or (Loss) on Derivative Recognized in Income | ||||||||
Hedging Instruments (in millions) | Income | June 30, 2013 | June 30, 2012 | |||||||
Foreign exchange contracts | Other income | $ | (0.6 | ) | $ | (0.6 | ) | |||
Interest rate swaps | Other income | — | 2.4 | |||||||
Total | $ | (0.6 | ) | $ | 1.8 |
Derivatives in Cash Flow Hedging |
| Amount of Gain or (Loss) on Derivative |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Reclassified |
| ||||||||
Relationships (in millions) |
| June 30, 2012 |
| June 30, 2011 |
| (Effective Portion) |
| June 30, 2012 |
| June 30, 2011 |
| ||||
Foreign exchange contracts |
| $ | (0.2 | ) | $ | 0.9 |
| Cost of sales |
| $ | (3.3 | ) | $ | 3.4 |
|
Interest rate swap & cap contracts |
| (0.2 | ) | 1.1 |
| Interest expense |
| — |
| (5.3 | ) | ||||
Commodity contracts |
| (0.2 | ) | (0.4 | ) | Cost of sales |
| (1.3 | ) | 0.3 |
| ||||
Total |
| $ | (0.6 | ) | $ | 1.6 |
|
|
| $ | (4.6 | ) | $ | (1.6 | ) |
Derivatives |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Recognized in Income on |
| ||||
Relationships (in millions) |
| Effectiveness Testing) |
| June 30, 2012 |
| June 30, 2011 |
| ||
Commodity contracts |
| Cost of sales |
| $ | (0.2 | ) | $ | — |
|
Total |
|
|
| $ | (0.2 | ) | $ | — |
|
Derivatives Not Designated as |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Recognized in Income on |
| ||||
Hedging Instruments (in millions) |
| Derivative |
| June 30, 2012 |
| June 30, 2011 |
| ||
Foreign exchange contracts |
| Other income |
| $ | (1.4 | ) | $ | (2.7 | ) |
Interest rate swaps |
| Other income |
| 4.7 |
| $ | — |
| |
Total |
|
|
| $ | 3.3 |
| $ | (2.7 | ) |
Amount of Gain or (Loss) on Derivative Recognized in OCI (Effective Portion, net of tax) | Location of Gain or (Loss) Reclassified from Accumulated | Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | ||||||||||||||||
Derivatives in Cash Flow Hedging Relationships (in millions) | June 30, 2013 | June 30, 2012 | OCI into Income (Effective Portion) | June 30, 2013 | June 30, 2012 | |||||||||||||
Foreign exchange contracts | $ | (1.8 | ) | $ | (0.2 | ) | Cost of sales | $ | 0.8 | $ | (3.3 | ) | ||||||
Interest rate swap & cap contracts | — | (0.2 | ) | Interest expense | — | — | ||||||||||||
Commodity contracts | (0.3 | ) | (0.2 | ) | Cost of sales | (1.1 | ) | (1.3 | ) | |||||||||
Total | $ | (2.1 | ) | $ | (0.6 | ) | $ | (0.3 | ) | $ | (4.6 | ) |
Derivatives | Location of Gain or (Loss) on Derivative Recognized in Income (Ineffective Portion and Amount Excluded from | Amount of Gain or (Loss) on Derivative Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||
Relationships (in millions) | Effectiveness Testing) | June 30, 2013 | June 30, 2012 | |||||||
Commodity contracts | Cost of sales | $ | (0.1 | ) | $ | (0.2 | ) | |||
Total | $ | (0.1 | ) | $ | (0.2 | ) |
Derivatives Not Designated as | Location of Gain or (Loss) Recognized on Derivative in | Amount of Gain or (Loss) on Derivative Recognized in Income | ||||||||
Hedging Instruments (in millions) | Income | June 30, 2013 | June 30, 2012 | |||||||
Foreign exchange contracts | Other income | $ | (0.8 | ) | $ | (1.4 | ) | |||
Interest rate swaps | Other income | — | $ | 4.7 | ||||||
Total | $ | (0.8 | ) | $ | 3.3 |
Derivatives Designated as Fair Market Value |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) on Derivative Recognized in |
| ||||
Instruments under ASC 815 (in millions) |
| Recognized in Income |
| June 30, 2012 |
| June 30, 2011 |
| ||
Interest rate swap contracts |
| Interest expense |
| $ | 15.3 |
| $ | 14.3 |
|
Total |
|
|
| $ | 15.3 |
| $ | 14.3 |
|
Derivatives Designated as Fair Market Value Instruments under ASC 815 (in millions) Recognized in Income June 30, 2013 June 30, 2012 Interest rate swap contracts Interest expense $ (6.0 ) $ 15.3 Total $ (6.0 ) $ 15.3
Derivatives Designated as Fair Market Value |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) on Derivative Recognized in |
| ||||
Instruments under ASC 815 (in millions) |
| Recognized in Income |
| June 30, 2012 |
| June 30, 2011 |
| ||
Interest rate swap contracts |
| Interest expense |
| $ | 11.5 |
| $ | 11.7 |
|
Total |
|
|
| $ | 11.5 |
| $ | 11.7 |
|
Derivatives Designated as Fair Market Value | Location of Gain or (Loss) on Derivative | Amount of Gain or (Loss) on Derivative Recognized in Income | ||||||||
Instruments under ASC 815 (in millions) | Recognized in Income | June 30, 2013 | June 30, 2012 | |||||||
Interest rate swap contracts | Interest expense | $ | (7.3 | ) | $ | 11.5 | ||||
Total | $ | (7.3 | ) | $ | 11.5 |
|
| June 30, |
| December 31, |
| ||
(in millions) |
| 2012 |
| 2011 |
| ||
Inventories — gross: |
|
|
|
|
| ||
Raw materials |
| $ | 245.7 |
| $ | 249.7 |
|
Work-in-process |
| 217.5 |
| 168.1 |
| ||
Finished goods |
| 451.4 |
| 357.6 |
| ||
Total inventories — gross |
| 914.6 |
| 775.4 |
| ||
Excess and obsolete inventory reserve |
| (72.8 | ) | (75.3 | ) | ||
Net inventories at FIFO cost |
| 841.8 |
| 700.1 |
| ||
Excess of FIFO costs over LIFO value |
| (33.2 | ) | (31.4 | ) | ||
Inventories — net |
| $ | 808.6 |
| $ | 668.7 |
|
(in millions) | June 30, 2013 | December 31, 2012 | ||||||
Inventories — gross: | ||||||||
Raw materials | $ | 237.5 | $ | 231.1 | ||||
Work-in-process | 190.1 | 149.7 | ||||||
Finished goods | 495.4 | 437.6 | ||||||
Total inventories — gross | 923.0 | 818.4 | ||||||
Excess and obsolete inventory reserve | (71.4 | ) | (74.2 | ) | ||||
Net inventories at FIFO cost | 851.6 | 744.2 | ||||||
Excess of FIFO costs over LIFO value | (35.7 | ) | (36.6 | ) | ||||
Inventories — net | $ | 815.9 | $ | 707.6 |
(in millions) |
| Crane |
| Foodservice |
| Total |
| |||
Gross balance as of January 1, 2011 |
| $ | 279.0 |
| $ | 1,414.5 |
| $ | 1,693.5 |
|
Restructuring reserve adjustment |
| — |
| (3.0 | ) | (3.0 | ) | |||
Foreign currency impact |
| (5.1 | ) | (0.3 | ) | (5.4 | ) | |||
Gross balance as of December 31, 2011 |
| $ | 273.9 |
| $ | 1,411.2 |
| $ | 1,685.1 |
|
Asset impairments |
| — |
| (520.3 | ) | (520.3 | ) | |||
Net balance as of December 31, 2011 |
| $ | 273.9 |
| $ | 890.9 |
| $ | 1,164.8 |
|
|
|
|
|
|
|
|
| |||
Foreign currency impact |
| $ | 3.8 |
| $ | 0.2 |
| $ | 4.0 |
|
Gross balance as of March 31, 2012 |
| $ | 277.7 |
| $ | 1,411.4 |
| $ | 1,689.1 |
|
Foreign currency impact |
| (10.8 | ) | (0.1 | ) | (10.9 | ) | |||
Gross balance as of June 30, 2012 |
| $ | 266.9 |
| $ | 1,411.3 |
| $ | 1,678.2 |
|
Asset impairments |
| — |
| (520.3 | ) | (520.3 | ) | |||
Net balance as of June 30, 2012 |
| $ | 266.9 |
| $ | 891.0 |
| $ | 1,157.9 |
|
(in millions) | Crane | Foodservice | Total | |||||||||
Gross balance as of January 1, 2012 | $ | 338.8 | $ | 1,384.9 | $ | 1,723.7 | ||||||
Accumulated asset impairments | — | (515.7 | ) | (515.7 | ) | |||||||
Net balance as of January 1, 2012 | 338.8 | 869.2 | 1,208.0 | |||||||||
Restructuring reserve adjustment | — | (0.6 | ) | (0.6 | ) | |||||||
Foreign currency impact | 2.9 | 0.4 | 3.3 | |||||||||
Gross balance as of December 31, 2012 | $ | 341.7 | $ | 1,384.7 | $ | 1,726.4 | ||||||
Accumulated asset impairments | — | (515.7 | ) | (515.7 | ) | |||||||
Net balance as of December 31, 2012 | $ | 341.7 | $ | 869.0 | $ | 1,210.7 | ||||||
Restructuring reserve adjustment | — | (0.7 | ) | (0.7 | ) | |||||||
Foreign currency impact | (3.2 | ) | 0.1 | (3.1 | ) | |||||||
Gross balance as of June 30, 2013 | $ | 338.5 | $ | 1,384.1 | $ | 1,722.6 | ||||||
Accumulated asset impairments | — | (515.7 | ) | (515.7 | ) | |||||||
Net balance as of June 30, 2013 | $ | 338.5 | $ | 868.4 | $ | 1,206.9 |
and based on those results, no impairment was indicated. The company will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. In the event the company determines that assets are impaired in the future, the company would recognize a non-cash impairment charge, which could have a material adverse effect on the company’s condensed consolidated balance sheet and results of operations.
|
| June 30, 2012 |
| December 31, 2011 |
| ||||||||||||||
(in millions) |
| Gross |
| Accumulated |
| Net |
| Gross |
| Accumulated |
| Net |
| ||||||
Trademarks and tradenames |
| $ | 310.5 |
| $ | — |
| $ | 310.5 |
| $ | 315.0 |
| $ | — |
| $ | 315.0 |
|
Customer relationships |
| 437.3 |
| (84.9 | ) | 352.4 |
| 437.7 |
| (73.8 | ) | 363.9 |
| ||||||
Patents |
| 32.4 |
| (23.9 | ) | 8.5 |
| 33.1 |
| (23.3 | ) | 9.8 |
| ||||||
Engineering drawings |
| 10.8 |
| (7.5 | ) | 3.3 |
| 11.1 |
| (7.3 | ) | 3.8 |
| ||||||
Distribution network |
| 19.9 |
| — |
| 19.9 |
| 20.4 |
| — |
| 20.4 |
| ||||||
Other intangibles |
| 180.8 |
| (49.1 | ) | 131.7 |
| 182.7 |
| (43.8 | ) | 138.9 |
| ||||||
Total |
| $ | 991.7 |
| $ | (165.4 | ) | $ | 826.3 |
| $ | 1,000.0 |
| $ | (148.2 | ) | $ | 851.8 |
|
June 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
(in millions) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||
Trademarks and tradenames | $ | 307.7 | $ | — | $ | 307.7 | $ | 309.4 | $ | — | $ | 309.4 | ||||||||||||
Customer relationships | 426.2 | (104.7 | ) | 321.5 | 426.7 | (94.1 | ) | 332.6 | ||||||||||||||||
Patents | 34.1 | (26.9 | ) | 7.2 | 33.6 | (26.1 | ) | 7.5 | ||||||||||||||||
Engineering drawings | 11.1 | (8.4 | ) | 2.7 | 11.1 | (8.1 | ) | 3.0 | ||||||||||||||||
Distribution network | 20.5 | — | 20.5 | 20.6 | — | 20.6 | ||||||||||||||||||
Other intangibles | 177.1 | (60.1 | ) | 117.0 | 178.2 | (54.9 | ) | 123.3 | ||||||||||||||||
Total | $ | 976.7 | $ | (200.1 | ) | $ | 776.6 | $ | 979.6 | $ | (183.2 | ) | $ | 796.4 |
|
| June 30, |
| December 31, |
| ||
(in millions) |
| 2012 |
| 2011 |
| ||
Trade accounts payable and interest payable |
| $ | 481.5 |
| $ | 482.2 |
|
Employee related expenses |
| 105.8 |
| 96.7 |
| ||
Restructuring expenses |
| 20.0 |
| 21.9 |
| ||
Profit sharing and incentives |
| 23.5 |
| 33.4 |
| ||
Accrued rebates |
| 27.9 |
| 39.3 |
| ||
Deferred revenue - current |
| 23.9 |
| 27.0 |
| ||
Derivative liabilities |
| 13.8 |
| 18.8 |
| ||
Income taxes payable |
| 15.9 |
| — |
| ||
Miscellaneous accrued expenses |
| 135.0 |
| 150.5 |
| ||
|
| $ | 847.3 |
| $ | 869.8 |
|
(in millions) | June 30, 2013 | December 31, 2012 | ||||||
Trade accounts payable and interest payable | $ | 514.9 | $ | 510.2 | ||||
Employee related expenses | 108.9 | 96.9 | ||||||
Restructuring expenses | 22.5 | 25.3 | ||||||
Profit sharing and incentives | 25.1 | 42.9 | ||||||
Accrued rebates | 30.3 | 39.7 | ||||||
Deferred revenue - current | 24.1 | 29.5 | ||||||
Derivative liabilities | 4.3 | 1.9 | ||||||
Income taxes payable | 35.9 | 37.6 | ||||||
Miscellaneous accrued expenses | 112.2 | 128.9 | ||||||
$ | 878.2 | $ | 912.9 |
(in millions) |
| June 30, 2012 |
| December 31, 2011 |
| ||
Revolving credit facility |
| $ | 146.6 |
| $ | — |
|
Term loan A |
| 315.0 |
| 332.5 |
| ||
Term loan B |
| 332.0 |
| 332.0 |
| ||
Senior notes due 2013 |
| 150.0 |
| 150.0 |
| ||
Senior notes due 2018 |
| 410.9 |
| 407.7 |
| ||
Senior notes due 2020 |
| 620.2 |
| 613.5 |
| ||
Other |
| 88.1 |
| 54.3 |
| ||
Total debt |
| 2,062.8 |
| 1,890.0 |
| ||
Less current portion and short-term borrowings |
| (116.6 | ) | (79.1 | ) | ||
Long-term debt |
| $ | 1,946.2 |
| $ | 1,810.9 |
|
The company’s Senior Credit Facility originally became effective November 6, 2008 and initially included four loan facilities — a
revolving facility of $400.0 million with a five-year term, a Term Loan A of $1,025.0 million with a five-year term, a Term Loan B of $1,200.0 million with a six-year term, and a Term Loan X of $300.0 million with an eighteen-month term. The balance of Term Loan X was repaid in 2009. (in millions) June 30, 2013 December 31, 2012 Revolving credit facility $ 138.3 $ 34.4 Term loan A 277.1 297.5 Term loan B 75.4 81.0 Senior notes due 2018 409.5 410.5 Senior notes due 2020 616.7 621.2 Senior notes due 2022 291.6 298.9 Other 88.5 81.3 Total debt 1,897.1 1,824.8 Less current portion and short-term borrowings (96.2 ) (92.8 ) Long-term debt $ 1,800.9 $ 1,732.0
2013
.Fiscal Quarter Ending |
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
June 30, 2013 | 3.25:1.00 | 2.25:1.00 | |||
September 30, 2013 | 3.25:1.00 | 2.50:1.00 | |||
December 31, 2013 | 3.25:1.00 | 2.50:1.00 | |||
March 31, 2014 | 3.25:1.00 | 2.75:1.00 | |||
June 30, 2014 | 3.25:1.00 | 2.75:1.00 | |||
September 30, 2014 | 3.25:1.00 | 2.75:1.00 | |||
December 31, 2014, and thereafter | 3.00:1.00 | 3.00:1.00 |
On June 30, 2012, the
On February 8, 2010,on or after October 15, 2017. The following would be the principal and premium paid by the company, completedexpressed as percentages of the saleprincipal amount thereof, if it redeems the 2022 Notes during the 12-month period commencing on October 15 of $400.0 millionthe year set forth below:
Year | Percentage | |
2017 | 102.938 | % |
2018 | 101.958 | % |
2019 | 100.979 | % |
2020 and thereafter | 100.000 | % |
Year | Percentage | |
2015 | 104.250 | % |
2016 | 102.833 | % |
2017 | 101.417 | % |
2018 and thereafter | 100.000 | % |
company makes such redemption not more than
days after the consummation of each year. any such public offering.
Year | Percentage | |
2014 | 104.750 | % |
2015 | 102.375 | % |
2016 and thereafter | 100.000 | % |
On October 18, 2010, the company completed the sale of $600.0 million aggregate principal amount of its 8.50% Senior Notes due 2020 (the “2020 Notes”). Net proceeds of $583.7 million from this offering were used to pay down ratably the then outstanding balances of Term Loans A and B. Interest on the 2020 Notes is payable semi-annually in May and November of each year. The company may redeem the 2020 Notes in whole or in part for a premium at any time on or after November 1, 2015. The following would be the principal and the premium paid by the company, expressed as a percentagedid not make use of the principal amount, if it redeems the 2020 Notes during the 12-month period commencing on November 1 of the year set forth below:
Year |
| Percentage |
|
2015 |
| 104.250 | % |
2016 |
| 102.833 | % |
2017 |
| 101.417 | % |
2018 and thereafter |
| 100.000 | % |
In addition, at any time, or from time to time,this equity redemption provision on or prior to November 1, 2013,February 15, 2013. Therefore this equity clawback redemption option is no longer available for the company may, at its option, use the net cash proceeds of one or more public equity offerings to redeem up to 35% of the principal amount of the 2020 Notes outstanding at a redemption price of 108.5% of the principal amount thereof, plus accrued but unpaid interest, if any, to the date of redemption; provided that (1) at least 65% of the principal amount of the 2020 Notes outstanding remains outstanding immediately after any such redemption; and (2) the company makes such redemption not more than 90 days after the consummation of any such public offering.
2018 Notes.
9. Accounts Receivable Securitization
Effective September 27, 2011, the
Transactionswhereby transactions under the accounts receivable securitization program are accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.” Sales of trade receivables tounder the Purchaserprogram are reflected as a reduction of accounts receivable in the accompanying Condensed Consolidated Balance Sheets and the proceeds received, including collections on the deferred purchase price notes, are included in cash flows from operating activities in the accompanying Condensed Consolidated Statements of Cash Flows. The company deems the interest rate risk related to the deferred purchase price notes to be de minimis, primarily due to the short average collection cycle of the related receivables (i.e.,
Trade accounts receivables sold to a third-party financial institution (“Purchaser”) and being serviced by the company totaled
$149.4 million as of June 30, 2013 and $149.2 million at December 31, 2012.There
|
| Three Months Ended |
| Six Months Ended |
| ||||
|
| June 30, |
| June 30, |
| ||||
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
|
Basic weighted average common shares outstanding |
| 130,575,165 |
| 130,457,059 |
| 130,562,923 |
| 130,440,221 |
|
Effect of dilutive securities - stock options and restricted stock |
| 2,816,914 |
| 3,365,463 |
| 2,989,874 |
| — |
|
Diluted weighted average common shares outstanding |
| 133,392,079 |
| 133,822,522 |
| 133,552,797 |
| 130,440,221 |
|
share.
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Basic weighted average common shares outstanding | 132,999,781 | 130,575,165 | 132,655,172 | 130,562,923 | |||||||
Effect of dilutive securities | 2,112,949 | 2,816,914 | 2,374,272 | 2,989,874 | |||||||
Diluted weighted average common shares outstanding | 135,112,730 | 133,392,079 | 135,029,444 | 133,552,797 |
For the
six months ended June 30, 2013 and June 30, 2012, 2.7 million and 3.4 million, respectively, of common shares issuable upon the exercise of stock options were anti-dilutive and were excluded from the calculation of diluted earnings per share.2012
12. Stockholders’ Equity
(in millions) |
| Retained Earnings |
| Noncontrolling |
| ||
Balance at December 31, 2011 |
| $ | 113.6 |
| $ | (9.9 | ) |
Net earnings (loss) |
| 42.6 |
| (4.2 | ) | ||
Balance at June 30, 2012 |
| $ | 156.2 |
| $ | (14.1 | ) |
(in millions) |
| Retained Earnings |
| Noncontrolling |
| ||
Balance at December 31, 2010 |
| $ | 134.7 |
| $ | (3.4 | ) |
Net earnings (loss) |
| (49.4 | ) | (2.0 | ) | ||
Balance at June 30, 2011 |
| $ | 85.3 |
| $ | (5.4 | ) |
(in millions) | Retained Earnings | Noncontrolling Interest | ||||||
Balance at December 31, 2012 | $ | 222.1 | $ | (19.0 | ) | |||
Net earnings (loss) | 68.0 | (5.4 | ) | |||||
Balance at June 30, 2013 | $ | 290.1 | $ | (24.4 | ) |
(in millions) | Retained Earnings | Noncontrolling Interest | ||||||
Balance at December 31, 2011 | $ | 131.0 | $ | (9.9 | ) | |||
Net earnings (loss) | 45.0 | (4.2 | ) | |||||
Balance at June 30, 2012 | $ | 176.0 | $ | (14.1 | ) |
Stock-based compensation expense is calculated by estimating the fair value of incentive and non-qualified stock options at the time of grant and amortized over the stock options’ vesting period. Stock-based compensation expense was $3.7 million and $4.8 millionA reconciliation for the changes in accumulated other comprehensive income (loss), net of tax, by component for the three and six months ended June 30, 2013 is as follows:
(in millions) | Gains and Losses on Cash Flow Hedges | Pension & Postretirement | Foreign Currency Translation | Total | ||||||||||||
Balance at December 31, 2012 | $ | 0.6 | $ | (80.3 | ) | $ | 50.3 | $ | (29.4 | ) | ||||||
Other comprehensive loss before reclassifications | (2.5 | ) | — | (14.6 | ) | (17.1 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | (0.1 | ) | 1.0 | — | 0.9 | |||||||||||
Net current period other comprehensive income (loss) | (2.6 | ) | 1.0 | (14.6 | ) | (16.2 | ) | |||||||||
Balance at March 31, 2013 | $ | (2.0 | ) | $ | (79.3 | ) | $ | 35.7 | $ | (45.6 | ) | |||||
Other comprehensive loss before reclassifications | 0.6 | — | (1.5 | ) | (0.9 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income | (0.1 | ) | 1.1 | — | 1.0 | |||||||||||
Net current period other comprehensive income (loss) | 0.5 | 1.1 | (1.5 | ) | 0.1 | |||||||||||
Balance at June 30, 2013 | $ | (1.5 | ) | $ | (78.2 | ) | $ | 34.2 | $ | (45.5 | ) |
(in millions) | Amount Reclassified from Accumulated Other Comprehensive Income | Recognized Location | ||||
Gains and losses on cash flow hedges | ||||||
Foreign exchange contracts | $ | (0.5 | ) | Cost of sales | ||
Commodity contracts | 0.6 | Cost of sales | ||||
0.1 | Total before tax | |||||
— | Tax expense | |||||
$ | 0.1 | Net of tax | ||||
Amortization of pension and postretirement items | ||||||
Actuarial losses | (1.5 | ) | (a) | |||
(1.5 | ) | Total before tax | ||||
0.4 | Tax benefit | |||||
$ | (1.1 | ) | Net of Tax | |||
Total reclassifications for the period | $ | (1.0 | ) | Net of Tax | ||
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16, "Employee Benefit Plans" for further details). |
(in millions) | Amount Reclassified from Accumulated Other Comprehensive Income | Recognized Location | ||||
Gains and losses on cash flow hedges | ||||||
Foreign exchange contracts | $ | (0.8 | ) | Cost of sales | ||
Commodity contracts | 1.1 | Cost of sales | ||||
0.3 | Total before tax | |||||
(0.1 | ) | Tax expense | ||||
$ | 0.2 | Net of tax | ||||
Amortization of pension and postretirement items | ||||||
Actuarial losses | (2.8 | ) | (a) | |||
(2.8 | ) | Total before tax | ||||
0.7 | Tax benefit | |||||
$ | (2.1 | ) | Net of Tax | |||
Total reclassifications for the period | $ | (1.9 | ) | Net of Tax | ||
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16, "Employee Benefit Plans" for further details). |
. At certain of the company’s other facilities, the company has identified potential contaminants in soil and groundwater. The ultimate cost of any remediation required will depend upon the results of future investigation. Based upon available information, the company does not expect the ultimate costs at any of these locations will have a material adverse effect on its financial condition, results of operations, or cash flows individually and in the aggregate.
At
2017.
June 30, 2011, the customers paid $0.7 million and $1.4 million,, respectively, on the notes to the third party financing companies. As of June 30, 20122013 and December 31, 2011,2012, the outstanding balance of the notes receivable guaranteed by the company was $0.9$29.1 million and $14.1$27.1 million, respectively.
(in millions) |
| Six Months Ended |
| Year Ended December |
| ||
Balance at beginning of period |
| $ | 104.4 |
| $ | 99.9 |
|
Accruals for warranties issued during the period |
| 31.4 |
| 66.8 |
| ||
Settlements made (in cash or in kind) during the period |
| (32.6 | ) | (62.3 | ) | ||
Currency translation |
| (1.1 | ) | — |
| ||
Balance at end of period |
| $ | 102.1 |
| $ | 104.4 |
|
2012
:(in millions) | Six Months Ended June 30, 2013 | Year Ended December 31, 2012 | ||||||
Balance at beginning of period | $ | 101.4 | $ | 103.7 | ||||
Accruals for warranties issued during the period | 30.9 | 57.1 | ||||||
Settlements made (in cash or in kind) during the period | (31.3 | ) | (59.9 | ) | ||||
Currency translation | (0.5 | ) | 0.5 | |||||
Balance at end of period | $ | 100.5 | $ | 101.4 |
|
| Three Months Ended June 30, 2012 |
| Six Months Ended June 30, 2012 |
| ||||||||||||||
|
| U.S. |
| Non-U.S. |
| Postretirement |
| U.S. |
| Non-U.S. |
| Postretirement |
| ||||||
|
| Pension |
| Pension |
| Health and |
| Pension |
| Pension |
| Health and |
| ||||||
(in millions) |
| Plans |
| Plans |
| Other Plans |
| Plans |
| Plans |
| Other Plans |
| ||||||
Service cost - benefits earned during the period |
| $ | — |
| $ | 0.6 |
| $ | 0.2 |
| $ | — |
| $ | 1.1 |
| $ | 0.4 |
|
Interest cost of projected benefit obligations |
| 2.6 |
| 2.5 |
| 0.7 |
| 5.1 |
| 5.0 |
| 1.4 |
| ||||||
Expected return on plan assets |
| (2.6 | ) | (2.0 | ) | — |
| (5.1 | ) | (4.0 | ) | — |
| ||||||
Amortization of actuarial net (gain) loss |
| 0.7 |
| 0.2 |
| 0.1 |
| 1.4 |
| 0.4 |
| 0.2 |
| ||||||
Net periodic benefit costs |
| $ | 0.7 |
| $ | 1.3 |
| $ | 1.0 |
| $ | 1.4 |
| $ | 2.5 |
| $ | 2.0 |
|
|
| Three Months Ended June 30, 2011 |
| Six Months Ended June 30, 2011 |
| ||||||||||||||
|
| U.S. |
| Non-U.S. |
| Postretirement |
| U.S. |
| Non-U.S. |
| Postretirement |
| ||||||
|
| Pension |
| Pension |
| Health and |
| Pension |
| Pension |
| Health and |
| ||||||
(in millions) |
| Plans |
| Plans |
| Other Plans |
| Plans |
| Plans |
| Other Plans |
| ||||||
Service cost - benefits earned during the period |
| $ | — |
| $ | 0.5 |
| $ | 0.2 |
| $ | — |
| $ | 0.9 |
| $ | 0.4 |
|
Interest cost of projected benefit obligations |
| 2.6 |
| 2.5 |
| 0.8 |
| 5.2 |
| 5.1 |
| 1.6 |
| ||||||
Expected return on plan assets |
| (2.4 | ) | (2.3 | ) | — |
| (4.8 | ) | (4.5 | ) | — |
| ||||||
Amortization of actuarial net (gain) loss |
| 0.4 |
| 0.1 |
| 0.1 |
| 0.8 |
| 0.2 |
| 0.2 |
| ||||||
Net periodic benefit costs |
| $ | 0.6 |
| $ | 0.8 |
| $ | 1.1 |
| $ | 1.2 |
| $ | 1.7 |
| $ | 2.2 |
|
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||||||
U.S. | Non-U.S. | Postretirement | U.S. | Non-U.S. | Postretirement | |||||||||||||||||||
Pension | Pension | Health and | Pension | Pension | Health and | |||||||||||||||||||
(in millions) | Plans | Plans | Other Plans | Plans | Plans | Other Plans | ||||||||||||||||||
Service cost - benefits earned during the period | $ | — | $ | 0.6 | $ | 0.1 | $ | — | $ | 1.2 | $ | 0.3 | ||||||||||||
Interest cost of projected benefit obligations | 2.4 | 2.4 | 0.5 | 4.8 | 4.9 | 1.0 | ||||||||||||||||||
Expected return on plan assets | (2.6 | ) | (1.9 | ) | — | (5.1 | ) | (3.8 | ) | — | ||||||||||||||
Amortization of actuarial net loss | 1.0 | 0.5 | — | 1.8 | 1.0 | — | ||||||||||||||||||
Net periodic benefit costs | $ | 0.8 | $ | 1.6 | $ | 0.6 | $ | 1.5 | $ | 3.3 | $ | 1.3 |
Three Months Ended June 30, 2012 | Six Months Ended June 30, 2012 | |||||||||||||||||||||||
U.S. | Non-U.S. | Postretirement | U.S. | Non-U.S. | Postretirement | |||||||||||||||||||
Pension | Pension | Health and | Pension | Pension | Health and | |||||||||||||||||||
(in millions) | Plans | Plans | Other Plans | Plans | Plans | Other Plans | ||||||||||||||||||
Service cost - benefits earned during the period | $ | — | $ | 0.6 | $ | 0.2 | $ | — | $ | 1.1 | $ | 0.4 | ||||||||||||
Interest cost of projected benefit obligations | 2.6 | 2.5 | 0.7 | 5.1 | 5.0 | 1.4 | ||||||||||||||||||
Expected return on plan assets | (2.6 | ) | (2.0 | ) | — | (5.1 | ) | (4.0 | ) | — | ||||||||||||||
Amortization of actuarial net loss | 0.7 | 0.2 | 0.1 | 1.4 | 0.4 | 0.2 | ||||||||||||||||||
Net periodic benefit costs | $ | 0.7 | $ | 1.3 | $ | 1.0 | $ | 1.4 | $ | 2.5 | $ | 2.0 |
Restructuring Reserve |
| Restructuring |
| Use of Reserve |
| Reserve Revisions |
| Restructuring Reserve |
| |||||
$ | 4.3 |
| $ | — |
| $ | (1.8 | ) | $ | — |
| $ | 2.5 |
|
Restructuring Reserve Balance as of December 31, 2012 | Restructuring Charges | Use of Reserve | Reserve Revisions | Restructuring Reserve Balance as of June 30, 2013 | ||||||||||||||
$ | 8.4 | $ | 0.3 | $ | (1.3 | ) | $ | — | $ | 7.4 |
Restructuring Reserve |
| Restructuring |
| Use of Reserve |
| Reserve Revisions |
| Restructuring Reserve |
| |||||
$ | 17.6 |
| $ | — |
| $ | (0.1 | ) | $ | — |
| $ | 17.5 |
|
Restructuring Reserve Balance as of December 31, 2012 | Restructuring Charges | Use of Reserve | Reserve Revisions | Restructuring Reserve Balance as of June 30, 2013 | ||||||||||||||
$ | 16.9 | $ | 0.9 | $ | (2.0 | ) | $ | (0.7 | ) | $ | 15.1 |
See Note 12, “Stockholders' Equity” for related disclosures.
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 610.7 |
| $ | 554.8 |
| $ | 1,118.6 |
| $ | 947.6 |
|
Foodservice |
| 395.2 |
| 395.0 |
| 747.4 |
| 734.4 |
| ||||
Total net sales |
| $ | 1,005.9 |
| $ | 949.8 |
| $ | 1,866.0 |
| $ | 1,682.0 |
|
Earnings (loss) from operations: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 46.5 |
| $ | 30.8 |
| $ | 67.4 |
| $ | 41.6 |
|
Foodservice |
| 59.1 |
| 54.7 |
| 102.4 |
| 87.9 |
| ||||
Corporate expense |
| (16.5 | ) | (15.5 | ) | (32.5 | ) | (28.9 | ) | ||||
Restructuring expense |
| (0.2 | ) | (2.0 | ) | (0.9 | ) | (2.9 | ) | ||||
Other |
| (0.1 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||
Earnings (loss) from operations |
| $ | 88.8 |
| $ | 67.9 |
| $ | 136.3 |
| $ | 97.6 |
|
Crane segment operating earnings for the three and six months ended
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(in millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales: | ||||||||||||||||
Crane | $ | 656.9 | $ | 610.7 | $ | 1,204.3 | $ | 1,118.6 | ||||||||
Foodservice | 389.7 | 386.5 | 740.3 | 730.5 | ||||||||||||
Total net sales | $ | 1,046.6 | $ | 997.2 | $ | 1,944.6 | $ | 1,849.1 | ||||||||
Earnings (loss) from continuing operations: | ||||||||||||||||
Crane | $ | 65.0 | $ | 52.0 | $ | 96.3 | $ | 73.4 | ||||||||
Foodservice | 63.0 | 66.1 | 112.1 | 117.1 | ||||||||||||
Corporate expense | (16.5 | ) | (16.5 | ) | (35.0 | ) | (32.5 | ) | ||||||||
Amortization expense | (9.0 | ) | (9.3 | ) | (18.1 | ) | (18.6 | ) | ||||||||
Restructuring expense | (0.9 | ) | (0.2 | ) | (1.2 | ) | (0.9 | ) | ||||||||
Other | — | (0.1 | ) | (0.3 | ) | (0.1 | ) | |||||||||
Earnings from continuing operations | $ | 101.6 | $ | 92.0 | $ | 153.8 | $ | 138.4 | ||||||||
Other income (expenses): | ||||||||||||||||
Interest expense | $ | (32.6 | ) | $ | (33.8 | ) | $ | (65.9 | ) | $ | (66.8 | ) | ||||
Amortization of deferred financing fees | (1.7 | ) | (2.1 | ) | (3.5 | ) | (4.1 | ) | ||||||||
Loss on debt extinguishment | — | — | (0.4 | ) | — | |||||||||||
Other income (expense)-net | (1.4 | ) | 2.0 | 0.2 | 0.2 | |||||||||||
Earnings from continuing operations before taxes on earnings | $ | 65.9 | $ | 58.1 | $ | 84.2 | $ | 67.7 |
expense of $1.7 million and $3.3 million, respectively. Foodservice segment operating earnings for the three and six months ended June 30, 2012 includes amortization expense of $8.0 million and $16.1 million, respectively. Foodservice segment operating earnings for the three and six months ended June 30, 2011 includes amortization expense of $7.9 million and $16.0 million, respectively.
As of June 30, 2012 and December 31, 2011,2012, the total assets by segment were as follows:
(in millions) |
| June 30, 2012 |
| December 31, 2011 |
| ||
Crane |
| $ | 1,793.2 |
| $ | 1,698.8 |
|
Foodservice |
| 1,997.7 |
| 2,201.2 |
| ||
Corporate |
| 320.8 |
| 65.2 |
| ||
Total |
| $ | 4,111.7 |
| $ | 3,965.2 |
|
(in millions) | June 30, 2013 | December 31, 2012 | ||||||
Crane | $ | 1,988.0 | $ | 1,903.3 | ||||
Foodservice | 1,936.2 | 1,956.8 | ||||||
Corporate | 227.0 | 197.2 | ||||||
Total | $ | 4,151.2 | $ | 4,057.3 |
The company monetized the derivative asset related to its fixed-to-float interest rate swaps related to itsSubsidiary Guarantors of 2018 andNotes, 2020 Notes and received $14.8 million in the third quarter of 2012. The gain is treated as an increase to the debt balances for each of the 2018 and 20202022 Notes and will be amortized to interest expense over the life of the original swap.
21. Subsidiary Guarantors of 2013 Notes, 2018 Notes and 2020 Notes
The following tables present condensed consolidating financial information for (a) The Manitowoc Company, Inc. (Parent); (b) the guarantors of the 2013 Notes, 2018 Notes, 2020 Notes and 20202022 Notes, which include substantially all of the domestic, 100% owned subsidiaries of the company (Subsidiary Guarantors); and (c) the wholly- and partially-owned foreign subsidiaries of the Parent, which do not guarantee the 2013 Notes, 2018 Notes, 2020 Notes and 20202022 Notes (Non-Guarantor Subsidiaries). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, except for normal and customary release provisions.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor | �� |
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 664.1 |
| $ | 499.9 |
| $ | (158.1 | ) | $ | 1,005.9 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 506.3 |
| 408.0 |
| (158.1 | ) | 756.2 |
| |||||
Engineering, selling and administrative expenses |
| 15.8 |
| 60.1 |
| 75.2 |
| — |
| 151.1 |
| |||||
Restructuring expense |
| — |
| — |
| 0.2 |
| — |
| 0.2 |
| |||||
Amortization expense |
| — |
| 7.7 |
| 1.8 |
| — |
| 9.5 |
| |||||
Other |
| — |
| 0.1 |
| — |
| — |
| 0.1 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (52.5 | ) | (5.7 | ) | — |
| 58.2 |
| — |
| |||||
Total costs and expenses |
| (36.7 | ) | 568.5 |
| 485.2 |
| (99.9 | ) | 917.1 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 36.7 |
| 95.6 |
| 14.7 |
| (58.2 | ) | 88.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense |
| (32.4 | ) | (0.4 | ) | (3.1 | ) | — |
| (35.9 | ) | |||||
Management fee income (expense) |
| 15.4 |
| (19.3 | ) | 3.9 |
| — |
| — |
| |||||
Other income (expense), net |
| 12.5 |
| (12.7 | ) | 2.1 |
| — |
| 1.9 |
| |||||
Total other income (expenses) |
| (4.5 | ) | (32.4 | ) | 2.9 |
| — |
| (34.0 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| 32.2 |
| 63.2 |
| 17.6 |
| (58.2 | ) | 54.8 |
| |||||
Provision (benefit) for taxes on income |
| (10.3 | ) | 22.5 |
| 2.2 |
| — |
| 14.4 |
| |||||
Earnings (loss) from continuing operations |
| 42.5 |
| 40.7 |
| 15.4 |
| (58.2 | ) | 40.4 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from discontinued operations, net of income taxes |
| — |
| (0.2 | ) | — |
| — |
| (0.2 | ) | |||||
Net earnings (loss) |
| 42.5 |
| 40.5 |
| 15.4 |
| (58.2 | ) | 40.2 |
| |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (2.3 | ) | — |
| (2.3 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | 42.5 |
| $ | 40.5 |
| $ | 17.7 |
| $ | (58.2 | ) | $ | 42.5 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | (0.9 | ) | $ | 40.6 |
| $ | 26.9 |
| $ | (67.5 | ) | $ | (0.9 | ) |
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 682.3 | $ | 527.0 | $ | (162.7 | ) | $ | 1,046.6 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | — | 511.1 | 425.4 | (162.7 | ) | 773.8 | |||||||||||||
Engineering, selling and administrative expenses | 15.5 | 66.2 | 79.6 | — | 161.3 | ||||||||||||||
Amortization expense | — | 7.4 | 1.6 | — | 9.0 | ||||||||||||||
Restructuring expense | — | 0.1 | 0.8 | — | 0.9 | ||||||||||||||
Other | — | — | — | — | — | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (61.1 | ) | (5.7 | ) | — | 66.8 | — | ||||||||||||
Total costs and expenses | (45.6 | ) | 579.1 | 507.4 | (95.9 | ) | 945.0 | ||||||||||||
Operating earnings (loss) from continuing operations | 45.6 | 103.2 | 19.6 | (66.8 | ) | 101.6 | |||||||||||||
Other income (expenses): | |||||||||||||||||||
Interest expense | (29.9 | ) | (0.4 | ) | (2.3 | ) | — | (32.6 | ) | ||||||||||
Amortization of deferred financing fees | (1.7 | ) | — | — | — | (1.7 | ) | ||||||||||||
Loss on debt extinguishment | — | — | — | — | — | ||||||||||||||
Management fee income (expense) | 14.9 | (18.7 | ) | 3.8 | — | — | |||||||||||||
Other income (expense), net | 1.5 | (8.7 | ) | 5.8 | — | (1.4 | ) | ||||||||||||
Total other income (expenses) | (15.2 | ) | (27.8 | ) | 7.3 | — | (35.7 | ) | |||||||||||
Earnings (loss) from continuing operations before taxes on earnings | 30.4 | 75.4 | 26.9 | (66.8 | ) | 65.9 | |||||||||||||
Provision (benefit) for taxes on income | (27.2 | ) | 26.1 | 10.4 | — | 9.3 | |||||||||||||
Earnings (loss) from continuing operations | 57.6 | 49.3 | 16.5 | (66.8 | ) | 56.6 | |||||||||||||
Discontinued operations: | |||||||||||||||||||
Loss from discontinued operations, net of income taxes | — | (2.0 | ) | (0.1 | ) | — | (2.1 | ) | |||||||||||
Loss on sale of discontinued operations, net of income taxes | — | — | — | — | — | ||||||||||||||
Net earnings (loss) | 57.6 | 47.3 | 16.4 | (66.8 | ) | 54.5 | |||||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | (3.1 | ) | — | (3.1 | ) | ||||||||||||
Net earnings (loss) attributable to Manitowoc | $ | 57.6 | $ | 47.3 | $ | 19.5 | $ | (66.8 | ) | $ | 57.6 | ||||||||
Comprehensive income (loss) attributable to Manitowoc | $ | 57.7 | $ | 47.2 | $ | 2.6 | $ | (49.8 | ) | $ | 57.7 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 553.8 |
| $ | 526.0 |
| $ | (130.0 | ) | $ | 949.8 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 419.8 |
| 435.0 |
| (130.0 | ) | 724.8 |
| |||||
Engineering, selling and administrative expenses |
| 14.9 |
| 57.5 |
| 73.0 |
| — |
| 145.4 |
| |||||
Restructuring expense |
| — |
| — |
| 2.0 |
| — |
| 2.0 |
| |||||
Amortization expense |
| — |
| 7.5 |
| 2.1 |
| — |
| 9.6 |
| |||||
Other |
| — |
| 0.1 |
| — |
| — |
| 0.1 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (42.6 | ) | (6.5 | ) | — |
| 49.1 |
| — |
| |||||
Total costs and expenses |
| (27.7 | ) | 478.4 |
| 512.1 |
| (80.9 | ) | 881.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 27.7 |
| 75.4 |
| 13.9 |
| (49.1 | ) | 67.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense |
| (37.3 | ) | (0.4 | ) | (3.3 | ) | — |
| (41.0 | ) | |||||
Loss on debt extinguishment |
| (24.2 | ) | — |
| — |
| — |
| (24.2 | ) | |||||
Management fee income (expense) |
| 11.8 |
| (15.0 | ) | 3.2 |
| — |
| — |
| |||||
Other income (expense), net |
| 1.2 |
| (11.2 | ) | 10.3 |
| — |
| 0.3 |
| |||||
Total other income (expenses) |
| (48.5 | ) | (26.6 | ) | 10.2 |
| — |
| (64.9 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| (20.8 | ) | 48.8 |
| 24.1 |
| (49.1 | ) | 3.0 |
| |||||
Provision (benefit) for taxes on earnings |
| (23.8 | ) | 15.2 |
| 9.2 |
| — |
| 0.6 |
| |||||
Earnings (loss) from continuing operations |
| 3.0 |
| 33.6 |
| 14.9 |
| (49.1 | ) | 2.4 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from discontinued operations, net of income taxes |
| — |
| (0.3 | ) | — |
| — |
| (0.3 | ) | |||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| (0.2 | ) | — |
| — |
| (0.2 | ) | |||||
Net earnings (loss) |
| 3.0 |
| 33.1 |
| 14.9 |
| (49.1 | ) | 1.9 |
| |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (1.1 | ) | — |
| (1.1 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | 3.0 |
| $ | 33.1 |
| $ | 16.0 |
| $ | (49.1 | ) | $ | 3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | 18.2 |
| $ | 33.0 |
| $ | 16.6 |
| $ | (49.6 | ) | $ | 18.2 |
|
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 664.1 | $ | 491.2 | $ | (158.1 | ) | $ | 997.2 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | — | 502.3 | 401.8 | (158.1 | ) | 746.0 | |||||||||||||
Engineering, selling and administrative expenses | 15.8 | 60.1 | 73.7 | — | 149.6 | ||||||||||||||
Amortization expense | — | 7.5 | 1.8 | — | 9.3 | ||||||||||||||
Restructuring expense | — | — | 0.2 | — | 0.2 | ||||||||||||||
Other | — | 0.1 | — | — | 0.1 | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (55.3 | ) | (5.8 | ) | — | 61.1 | — | ||||||||||||
Total costs and expenses | (39.5 | ) | 564.2 | 477.5 | (97.0 | ) | 905.2 | ||||||||||||
Operating earnings (loss) from continuing operations | 39.5 | 99.9 | 13.7 | (61.1 | ) | 92.0 | |||||||||||||
Other income (expenses): | |||||||||||||||||||
Interest expense | (30.3 | ) | (0.4 | ) | (3.1 | ) | — | (33.8 | ) | ||||||||||
Amortization of deferred financing fees | (2.1 | ) | — | — | — | (2.1 | ) | ||||||||||||
Management fee income (expense) | 15.4 | (19.3 | ) | 3.9 | — | — | |||||||||||||
Other income (expense), net | 12.5 | (12.7 | ) | 2.2 | — | 2.0 | |||||||||||||
Total other income (expenses) | (4.5 | ) | (32.4 | ) | 3.0 | — | (33.9 | ) | |||||||||||
Earnings (loss) from continuing operations before taxes on earnings | 35.0 | 67.5 | 16.7 | (61.1 | ) | 58.1 | |||||||||||||
Provision (benefit) for taxes on earnings | (10.3 | ) | 23.9 | 1.9 | — | 15.5 | |||||||||||||
Earnings (loss) from continuing operations | 45.3 | 43.6 | 14.8 | (61.1 | ) | 42.6 | |||||||||||||
Discontinued operations: | |||||||||||||||||||
Earnings (loss) from discontinued operations, net of income taxes | — | (0.2 | ) | 0.6 | — | 0.4 | |||||||||||||
Net earnings (loss) | 45.3 | 43.4 | 15.4 | (61.1 | ) | 43.0 | |||||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | (2.3 | ) | — | (2.3 | ) | ||||||||||||
Net earnings (loss) attributable to Manitowoc | $ | 45.3 | $ | 43.4 | $ | 17.7 | $ | (61.1 | ) | $ | 45.3 | ||||||||
Comprehensive income (loss) attributable to Manitowoc | $ | 2.7 | $ | 44.3 | $ | 26.0 | $ | (70.3 | ) | $ | 2.7 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 1,248.1 |
| $ | 916.2 |
| $ | (298.3 | ) | $ | 1,866.0 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 954.3 |
| 754.1 |
| (298.3 | ) | 1,410.1 |
| |||||
Engineering, selling and administrative expenses |
| 31.2 |
| 120.1 |
| 148.2 |
| — |
| 299.5 |
| |||||
Restructuring expense |
| — |
| 0.2 |
| 0.7 |
| — |
| 0.9 |
| |||||
Amortization expense |
| — |
| 15.4 |
| 3.7 |
| — |
| 19.1 |
| |||||
Other |
| — |
| 0.1 |
| — |
| — |
| 0.1 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (61.9 | ) | (20.1 | ) | — |
| 82.0 |
| — |
| |||||
Total costs and expenses |
| (30.7 | ) | 1,070.0 |
| 906.7 |
| (216.3 | ) | 1,729.7 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 30.7 |
| 178.1 |
| 9.5 |
| (82.0 | ) | 136.3 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense |
| (64.4 | ) | (0.9 | ) | (5.6 | ) | — |
| (70.9 | ) | |||||
Management fee income (expense) |
| 30.8 |
| (37.8 | ) | 7.0 |
| — |
| — |
| |||||
Other income (expense), net |
| 29.5 |
| (30.5 | ) | 1.3 |
| — |
| 0.3 |
| |||||
Total other income (expenses) |
| (4.1 | ) | (69.2 | ) | 2.7 |
| — |
| (70.6 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| 26.6 |
| 108.9 |
| 12.2 |
| (82.0 | ) | 65.7 |
| |||||
Provision (benefit) for taxes on earnings |
| (16.0 | ) | 34.5 |
| 8.3 |
| — |
| 26.8 |
| |||||
Earnings (loss) from continuing operations |
| 42.6 |
| 74.4 |
| 3.9 |
| (82.0 | ) | 38.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings from discontinued operations, net of income taxes |
| — |
| (0.5 | ) | — |
| — |
| (0.5 | ) | |||||
Net earnings (loss) |
| 42.6 |
| 73.9 |
| 3.9 |
| (82.0 | ) | 38.4 |
| |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (4.2 | ) | — |
| (4.2 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | 42.6 |
| $ | 73.9 |
| $ | 8.1 |
| $ | (82.0 | ) | $ | 42.6 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | 18.8 |
| $ | 74.0 |
| $ | 20.7 |
| $ | (94.7 | ) | $ | 18.8 |
|
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 1,302.1 | $ | 974.5 | $ | (332.0 | ) | $ | 1,944.6 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | — | 990.7 | 793.1 | (332.0 | ) | 1,451.8 | |||||||||||||
Engineering, selling and administrative expenses | 33.2 | 130.5 | 155.7 | — | 319.4 | ||||||||||||||
Amortization expense | — | 14.8 | 3.3 | — | 18.1 | ||||||||||||||
Restructuring expense | — | 0.1 | 1.1 | — | 1.2 | ||||||||||||||
Other | — | 0.3 | — | — | 0.3 | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (86.6 | ) | (18.5 | ) | — | 105.1 | — | ||||||||||||
Total costs and expenses | (53.4 | ) | 1,117.9 | 953.2 | (226.9 | ) | 1,790.8 | ||||||||||||
Operating earnings (loss) from continuing operations | 53.4 | 184.2 | 21.3 | (105.1 | ) | 153.8 | |||||||||||||
Other income (expenses): | |||||||||||||||||||
Interest expense | (60.3 | ) | (0.6 | ) | (5.0 | ) | — | (65.9 | ) | ||||||||||
Amortization of deferred financing fees | (3.5 | ) | — | — | — | (3.5 | ) | ||||||||||||
Loss on debt extinguishment | (0.4 | ) | — | — | — | (0.4 | ) | ||||||||||||
Management fee income (expense) | 29.7 | (36.1 | ) | 6.4 | — | — | |||||||||||||
Other income (expense), net | 5.9 | (16.4 | ) | 10.7 | — | 0.2 | |||||||||||||
Total other income (expenses) | (28.6 | ) | (53.1 | ) | 12.1 | — | (69.6 | ) | |||||||||||
Earnings (loss) from continuing operations before taxes on earnings | 24.8 | 131.1 | 33.4 | (105.1 | ) | 84.2 | |||||||||||||
Provision (benefit) for taxes on income | (43.2 | ) | 45.3 | 15.7 | — | 17.8 | |||||||||||||
Earnings (loss) from continuing operations | 68.0 | 85.8 | 17.7 | (105.1 | ) | 66.4 | |||||||||||||
Discontinued operations: | |||||||||||||||||||
Earnings (loss) from discontinued operations, net of income taxes | — | (2.2 | ) | — | — | (2.2 | ) | ||||||||||||
Loss on sale of discontinued operations, net of income taxes | — | — | (1.6 | ) | — | (1.6 | ) | ||||||||||||
Net earnings (loss) | 68.0 | 83.6 | 16.1 | (105.1 | ) | 62.6 | |||||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | (5.4 | ) | — | (5.4 | ) | ||||||||||||
Net earnings (loss) attributable to Manitowoc | $ | 68.0 | $ | 83.6 | $ | 21.5 | $ | (105.1 | ) | $ | 68.0 | ||||||||
Comprehensive income (loss) attributable to Manitowoc | $ | 51.9 | $ | 83.5 | $ | 10.7 | $ | (94.2 | ) | $ | 51.9 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 987.1 |
| $ | 895.9 |
| $ | (201.0 | ) | $ | 1,682.0 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 740.3 |
| 737.2 |
| (201.0 | ) | 1,276.5 |
| |||||
Engineering, selling and administrative expenses |
| 27.8 |
| 115.2 |
| 142.6 |
| — |
| 285.6 |
| |||||
Restructuring expense |
| — |
| 0.1 |
| 2.8 |
| — |
| 2.9 |
| |||||
Amortization expense |
| — |
| 15.3 |
| 4.0 |
| — |
| 19.3 |
| |||||
Other |
| — |
| 0.1 |
| — |
| — |
| 0.1 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (19.0 | ) | (14.2 | ) | — |
| 33.2 |
| — |
| |||||
Total costs and expenses |
| 8.8 |
| 856.8 |
| 886.6 |
| (167.8 | ) | 1,584.4 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| (8.8 | ) | 130.3 |
| 9.3 |
| (33.2 | ) | 97.6 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense |
| (77.7 | ) | (0.7 | ) | (5.3 | ) | — |
| (83.7 | ) | |||||
Loss on debt extinguishment |
| (27.8 | ) | — |
| — |
| — |
| (27.8 | ) | |||||
Management fee income (expense) |
| 23.4 |
| (29.1 | ) | 5.7 |
| — |
| — |
| |||||
Other income (expense), net |
| 2.7 |
| (21.4 | ) | 19.8 |
| — |
| 1.1 |
| |||||
Total other income (expenses) |
| (79.4 | ) | (51.2 | ) | 20.2 |
| — |
| (110.4 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| (88.2 | ) | 79.1 |
| 29.5 |
| (33.2 | ) | (12.8 | ) | |||||
Provision (benefit) for taxes on earnings |
| (38.8 | ) | 24.1 |
| 16.7 |
| — |
| 2.0 |
| |||||
Earnings (loss) from continuing operations |
| (49.4 | ) | 55.0 |
| 12.8 |
| (33.2 | ) | (14.8 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings from discontinued operations, net of income taxes |
| — |
| (0.5 | ) | (2.5 | ) | — |
| (3.0 | ) | |||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| (33.6 | ) | — |
| — |
| (33.6 | ) | |||||
Net earnings (loss) |
| (49.4 | ) | 20.9 |
| 10.3 |
| (33.2 | ) | (51.4 | ) | |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (2.0 | ) | — |
| (2.0 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | (49.4 | ) | $ | 20.9 |
| $ | 12.3 |
| $ | (33.2 | ) | $ | (49.4 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | 4.2 |
| $ | 20.6 |
| $ | 6.7 |
| $ | (27.3 | ) | $ | 4.2 |
|
25
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 1,248.1 | $ | 899.3 | $ | (298.3 | ) | $ | 1,849.1 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | — | 951.4 | 741.5 | (298.3 | ) | 1,394.6 | |||||||||||||
Engineering, selling and administrative expenses | 31.2 | 120.1 | 145.2 | — | 296.5 | ||||||||||||||
Amortization expense | — | 14.9 | 3.7 | — | 18.6 | ||||||||||||||
Restructuring expense | — | 0.2 | 0.7 | — | 0.9 | ||||||||||||||
Other | — | 0.1 | — | — | 0.1 | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (64.3 | ) | (20.0 | ) | — | 84.3 | — | ||||||||||||
Total costs and expenses | (33.1 | ) | 1,066.7 | 891.1 | (214.0 | ) | 1,710.7 | ||||||||||||
Operating earnings (loss) from continuing operations | 33.1 | 181.4 | 8.2 | (84.3 | ) | 138.4 | |||||||||||||
Other income (expenses): | |||||||||||||||||||
Interest expense | (60.3 | ) | (0.9 | ) | (5.6 | ) | — | (66.8 | ) | ||||||||||
Amortization of deferred financing fees | (4.1 | ) | — | — | — | (4.1 | ) | ||||||||||||
Management fee income (expense) | 30.8 | (37.8 | ) | 7.0 | — | — | |||||||||||||
Other income (expense), net | 29.5 | (30.5 | ) | 1.2 | — | 0.2 | |||||||||||||
Total other income (expenses) | (4.1 | ) | (69.2 | ) | 2.6 | — | (70.7 | ) | |||||||||||
Earnings (loss) from continuing operations before taxes on earnings | 29.0 | 112.2 | 10.8 | (84.3 | ) | 67.7 | |||||||||||||
Provision (benefit) for taxes on earnings | (16.0 | ) | 35.4 | 7.5 | — | 26.9 | |||||||||||||
Earnings (loss) from continuing operations | 45.0 | 76.8 | 3.3 | (84.3 | ) | 40.8 | |||||||||||||
Discontinued operations: | |||||||||||||||||||
Earnings (loss) from discontinued operations, net of income taxes | — | (0.5 | ) | 0.5 | — | — | |||||||||||||
Net earnings (loss) | 45.0 | 76.3 | 3.8 | (84.3 | ) | 40.8 | |||||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | (4.2 | ) | — | (4.2 | ) | ||||||||||||
Net earnings (loss) attributable to Manitowoc | $ | 45.0 | $ | 76.3 | $ | 8.0 | $ | (84.3 | ) | $ | 45.0 | ||||||||
Comprehensive income (loss) attributable to Manitowoc | $ | 22.8 | $ | 77.5 | $ | 19.6 | $ | (97.1 | ) | $ | 22.8 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Assets: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
| $ | 5.7 |
| $ | 14.8 |
| $ | 36.3 |
| $ | — |
| $ | 56.8 |
|
Marketable securities |
| 2.6 |
| — |
| — |
| — |
| 2.6 |
| |||||
Restricted cash |
| 6.4 |
| — |
| 3.7 |
| — |
| 10.1 |
| |||||
Accounts receivable — net |
| — |
| 32.6 |
| 293.7 |
| — |
| 326.3 |
| |||||
Intercompany interest receivable |
| 22.6 |
| 3.1 |
| — |
| (25.7 | ) | — |
| |||||
Inventories — net |
| — |
| 370.4 |
| 438.2 |
| — |
| 808.6 |
| |||||
Deferred income taxes |
| 99.7 |
| — |
| 20.3 |
| — |
| 120.0 |
| |||||
Other current assets |
| 2.1 |
| 5.6 |
| 90.5 |
| — |
| 98.2 |
| |||||
Total current assets |
| 139.1 |
| 426.5 |
| 882.7 |
| (25.7 | ) | 1,422.6 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment — net |
| 7.0 |
| 291.4 |
| 257.4 |
| — |
| 555.8 |
| |||||
Goodwill |
| — |
| 961.0 |
| 196.9 |
| — |
| 1,157.9 |
| |||||
Other intangible assets — net |
| — |
| 655.7 |
| 170.6 |
| — |
| 826.3 |
| |||||
Intercompany long-term receivable |
| 877.1 |
| 158.6 |
| 887.0 |
| (1,922.7 | ) | — |
| |||||
Intercompany accounts receivable |
| — |
| 1,230.7 |
| 1,611.6 |
| (2,842.3 | ) | — |
| |||||
Other non-current assets |
| 65.3 |
| 7.5 |
| 76.3 |
| — |
| 149.1 |
| |||||
Investment in affiliates |
| 4,837.0 |
| 3,424.2 |
| — |
| (8,261.2 | ) | — |
| |||||
Total assets |
| $ | 5,925.5 |
| $ | 7,155.6 |
| $ | 4,082.5 |
| $ | (13,051.9 | ) | $ | 4,111.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts payable and accrued expenses |
| $ | 79.2 |
| $ | 421.9 |
| $ | 346.2 |
| $ | — |
| $ | 847.3 |
|
Short-term borrowings and securitization liabilities |
| 37.5 |
| 0.7 |
| 78.4 |
| — |
| 116.6 |
| |||||
Intercompany interest payable |
| 3.1 |
| 4.7 |
| 17.9 |
| (25.7 | ) | — |
| |||||
Product warranties |
| — |
| 54.1 |
| 38.3 |
| — |
| 92.4 |
| |||||
Customer advances |
| — |
| 7.6 |
| 16.0 |
| — |
| 23.6 |
| |||||
Product liabilities |
| — |
| 22.7 |
| 4.3 |
| — |
| 27.0 |
| |||||
Total current liabilities |
| 119.8 |
| 511.7 |
| 501.1 |
| (25.7 | ) | 1,106.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Non-Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Long-term debt, less current portion |
| 1,898.7 |
| 3.3 |
| 44.2 |
| — |
| 1,946.2 |
| |||||
Deferred income taxes |
| 200.3 |
| — |
| 15.5 |
| — |
| 215.8 |
| |||||
Pension obligations |
| 57.6 |
| 12.2 |
| 18.5 |
| — |
| 88.3 |
| |||||
Postretirement health and other benefit obligations |
| 56.5 |
| — |
| 4.0 |
| — |
| 60.5 |
| |||||
Long-term deferred revenue |
| — |
| 7.1 |
| 25.3 |
| — |
| 32.4 |
| |||||
Intercompany long-term note payable |
| 183.3 |
| 819.2 |
| 920.2 |
| (1,922.7 | ) | — |
| |||||
Intercompany accounts payable |
| 2,784.5 |
| — |
| 57.8 |
| (2,842.3 | ) | — |
| |||||
Other non-current liabilities |
| 112.3 |
| 30.2 |
| 20.7 |
| — |
| 163.2 |
| |||||
Total non-current liabilities |
| 5,293.2 |
| 872.0 |
| 1,106.2 |
| (4,765.0 | ) | 2,506.4 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Manitowoc stockholders’ equity |
| 512.5 |
| 5,771.9 |
| 2,489.3 |
| (8,261.2 | ) | 512.5 |
| |||||
Noncontrolling interest |
| — |
| — |
| (14.1 | ) | — |
| (14.1 | ) | |||||
Total equity |
| 512.5 |
| 5,771.9 |
| 2,475.2 |
| (8,261.2 | ) | 498.4 |
| |||||
Total liabilities and equity |
| $ | 5,925.5 |
| $ | 7,155.6 |
| $ | 4,082.5 |
| $ | (13,051.9 | ) | $ | 4,111.7 |
|
26
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Assets | |||||||||||||||||||
Current Assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 7.3 | $ | 10.2 | $ | 74.2 | $ | — | $ | 91.7 | |||||||||
Marketable securities | 2.7 | — | — | — | 2.7 | ||||||||||||||
Restricted cash | 5.3 | — | 5.4 | — | 10.7 | ||||||||||||||
Accounts receivable — net | — | 34.7 | 305.8 | — | 340.5 | ||||||||||||||
Intercompany interest receivable | 20.0 | 3.1 | — | (23.1 | ) | — | |||||||||||||
Inventories — net | — | 383.7 | 432.2 | — | 815.9 | ||||||||||||||
Deferred income taxes | 73.0 | — | 16.1 | — | 89.1 | ||||||||||||||
Other current assets | 2.8 | 2.2 | 102.9 | — | 107.9 | ||||||||||||||
Total current assets | 111.1 | 433.9 | 936.6 | (23.1 | ) | 1,458.5 | |||||||||||||
Property, plant and equipment — net | 5.9 | 279.7 | 274.3 | — | 559.9 | ||||||||||||||
Goodwill | — | 969.1 | 237.8 | — | 1,206.9 | ||||||||||||||
Other intangible assets — net | — | 606.1 | 170.5 | — | 776.6 | ||||||||||||||
Intercompany long-term receivable | 922.5 | 158.6 | 899.6 | (1,980.7 | ) | — | |||||||||||||
Intercompany accounts receivable | — | 1,415.0 | 1,677.5 | (3,092.5 | ) | — | |||||||||||||
Other non-current assets | 46.6 | 4.2 | 98.5 | — | 149.3 | ||||||||||||||
Investment in affiliates | 5,164.1 | 3,453.5 | — | (8,617.6 | ) | — | |||||||||||||
Total assets | $ | 6,250.2 | $ | 7,320.1 | $ | 4,294.8 | $ | (13,713.9 | ) | $ | 4,151.2 | ||||||||
Liabilities and Equity | |||||||||||||||||||
Current Liabilities: | |||||||||||||||||||
Accounts payable and accrued expenses | $ | 88.3 | $ | 400.7 | $ | 389.2 | $ | — | $ | 878.2 | |||||||||
Short-term borrowings and current portion of long-term debt | 32.5 | 0.7 | 63.0 | — | 96.2 | ||||||||||||||
Intercompany interest payable | 3.1 | — | 20.0 | (23.1 | ) | — | |||||||||||||
Product warranties | — | 46.1 | 36.0 | — | 82.1 | ||||||||||||||
Customer advances | — | 7.2 | 17.8 | — | 25.0 | ||||||||||||||
Product liabilities | — | 23.3 | 5.3 | — | 28.6 | ||||||||||||||
Total current liabilities | 123.9 | 478.0 | 531.3 | (23.1 | ) | 1,110.1 | |||||||||||||
Non-Current Liabilities: | |||||||||||||||||||
Long-term debt, less current portion | 1,776.1 | 2.6 | 22.2 | — | 1,800.9 | ||||||||||||||
Deferred income taxes | 179.8 | — | 46.3 | — | 226.1 | ||||||||||||||
Pension obligations | 81.5 | 11.8 | 20.2 | — | 113.5 | ||||||||||||||
Postretirement health and other benefit obligations | 49.6 | — | 3.5 | — | 53.1 | ||||||||||||||
Long-term deferred revenue | — | 10.4 | 30.9 | — | 41.3 | ||||||||||||||
Intercompany long-term note payable | 183.2 | 829.8 | 967.7 | (1,980.7 | ) | — | |||||||||||||
Intercompany accounts payable | 3,092.5 | — | — | (3,092.5 | ) | — | |||||||||||||
Other non-current liabilities | 99.5 | 15.1 | 51.9 | — | 166.5 | ||||||||||||||
Total non-current liabilities | 5,462.2 | 869.7 | 1,142.7 | (5,073.2 | ) | 2,401.4 | |||||||||||||
Equity | |||||||||||||||||||
Manitowoc stockholders’ equity | 664.1 | 5,972.4 | 2,645.2 | (8,617.6 | ) | 664.1 | |||||||||||||
Noncontrolling interest | — | — | (24.4 | ) | — | (24.4 | ) | ||||||||||||
Total equity | 664.1 | 5,972.4 | 2,620.8 | (8,617.6 | ) | 639.7 | |||||||||||||
Total liabilities and equity | $ | 6,250.2 | $ | 7,320.1 | $ | 4,294.8 | $ | (13,713.9 | ) | $ | 4,151.2 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Assets: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
| $ | 4.2 |
| $ | 8.5 |
| $ | 55.9 |
| $ | — |
| $ | 68.6 |
|
Marketable securities |
| 2.7 |
| — |
| — |
| — |
| 2.7 |
| |||||
Restricted cash |
| 6.4 |
| — |
| 0.8 |
| — |
| 7.2 |
| |||||
Accounts receivable — net |
| 0.1 |
| 41.2 |
| 255.7 |
| — |
| 297.0 |
| |||||
Intercompany interest receivable |
| 89.0 |
| 3.2 |
| — |
| (92.2 | ) | — |
| |||||
Inventories — net |
| — |
| 312.4 |
| 356.3 |
| — |
| 668.7 |
| |||||
Deferred income taxes |
| 99.4 |
| — |
| 18.4 |
| — |
| 117.8 |
| |||||
Other current assets |
| 1.6 |
| 5.5 |
| 70.7 |
| — |
| 77.8 |
| |||||
Total current assets |
| 203.4 |
| 370.8 |
| 757.8 |
| (92.2 | ) | 1,239.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment — net |
| 7.6 |
| 287.8 |
| 272.8 |
| — |
| 568.2 |
| |||||
Goodwill |
| — |
| 961.0 |
| 203.8 |
| — |
| 1,164.8 |
| |||||
Other intangible assets — net |
| — |
| 671.1 |
| 180.7 |
| — |
| 851.8 |
| |||||
Intercompany long-term receivable |
| 1,544.0 |
| 158.5 |
| 819.5 |
| (2,522.0 | ) | — |
| |||||
Intercompany accounts receivable |
| — |
| 1,252.5 |
| 1,661.1 |
| (2,913.6 | ) | — |
| |||||
Other non-current assets |
| 56.9 |
| 7.8 |
| 75.9 |
| — |
| 140.6 |
| |||||
Investment in affiliates |
| 4,045.0 |
| 3,399.2 |
| — |
| (7,444.2 | ) | — |
| |||||
Total assets |
| $ | 5,856.9 |
| $ | 7,108.7 |
| $ | 3,971.6 |
| $ | (12,972.0 | ) | $ | 3,965.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts payable and accrued expenses |
| $ | 71.7 |
| $ | 402.3 |
| $ | 395.8 |
| $ | — |
| $ | 869.8 |
|
Short-term borrowings and securitization liabilities |
| 35.0 |
| 0.7 |
| 43.4 |
| — |
| 79.1 |
| |||||
Intercompany interest payable |
| 3.2 |
| 86.0 |
| 3.0 |
| (92.2 | ) | — |
| |||||
Product warranties |
| — |
| 52.9 |
| 40.9 |
| — |
| 93.8 |
| |||||
Customer advances |
| — |
| 11.7 |
| 23.4 |
| — |
| 35.1 |
| |||||
Product liabilities |
| — |
| 22.7 |
| 4.1 |
| — |
| 26.8 |
| |||||
Total current liabilities |
| 109.9 |
| 576.3 |
| 510.6 |
| (92.2 | ) | 1,104.6 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Non-Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Long-term debt, less current portion |
| 1,800.6 |
| 3.6 |
| 6.7 |
| — |
| 1,810.9 |
| |||||
Deferred income taxes |
| 200.3 |
| — |
| 15.5 |
| — |
| 215.8 |
| |||||
Pension obligations |
| 55.8 |
| 12.7 |
| 22.1 |
| — |
| 90.6 |
| |||||
Postretirement health and other benefit obligations |
| 55.9 |
| — |
| 3.9 |
| — |
| 59.8 |
| |||||
Long-term deferred revenue |
| — |
| 5.9 |
| 28.3 |
| — |
| 34.2 |
| |||||
Intercompany long-term note payable |
| 183.3 |
| 1,379.9 |
| 958.8 |
| (2,522.0 | ) | — |
| |||||
Intercompany accounts payable |
| 2,855.7 |
| — |
| 57.9 |
| (2,913.6 | ) | — |
| |||||
Other non-current liabilities |
| 112.0 |
| 39.1 |
| 24.7 |
| — |
| 175.8 |
| |||||
Total non-current liabilities |
| 5,263.6 |
| 1,441.2 |
| 1,117.9 |
| (5,435.6 | ) | 2,387.1 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Manitowoc stockholders’ equity |
| 483.4 |
| 5,091.2 |
| 2,353.0 |
| (7,444.2 | ) | 483.4 |
| |||||
Noncontrolling interest |
| — |
| — |
| (9.9 | ) | — |
| (9.9 | ) | |||||
Total equity |
| 483.4 |
| 5,091.2 |
| 2,343.1 |
| (7,444.2 | ) | 473.5 |
| |||||
Total liabilities and equity |
| $ | 5,856.9 |
| $ | 7,108.7 |
| $ | 3,971.6 |
| $ | (12,972.0 | ) | $ | 3,965.2 |
|
27
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Assets | |||||||||||||||||||
Current Assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 12.0 | $ | 4.0 | $ | 57.4 | $ | — | $ | 73.4 | |||||||||
Marketable securities | 2.7 | — | — | — | 2.7 | ||||||||||||||
Restricted cash | 5.3 | — | 5.3 | — | 10.6 | ||||||||||||||
Accounts receivable — net | 0.4 | 29.0 | 303.3 | — | 332.7 | ||||||||||||||
Intercompany interest receivable | 4.1 | 3.2 | — | (7.3 | ) | — | |||||||||||||
Inventories — net | — | 338.3 | 369.3 | — | 707.6 | ||||||||||||||
Deferred income taxes | 70.9 | — | 18.1 | — | 89.0 | ||||||||||||||
Other current assets | 3.8 | 3.5 | 107.9 | (10.0 | ) | 105.2 | |||||||||||||
Current assets of discontinued operations | — | — | 6.8 | — | 6.8 | ||||||||||||||
Total current assets | 99.2 | 378.0 | 868.1 | (17.3 | ) | 1,328.0 | |||||||||||||
Property, plant and equipment — net | 6.8 | 271.3 | 278.0 | — | 556.1 | ||||||||||||||
Goodwill | — | 969.1 | 241.6 | — | 1,210.7 | ||||||||||||||
Other intangible assets — net | — | 620.9 | 175.5 | — | 796.4 | ||||||||||||||
Intercompany long-term notes receivable | 928.6 | 158.6 | 897.5 | (1,984.7 | ) | — | |||||||||||||
Intercompany accounts receivable | — | 924.1 | 1,260.3 | (2,184.4 | ) | — | |||||||||||||
Other non-current assets | 49.3 | 4.5 | 76.5 | — | 130.3 | ||||||||||||||
Long-term assets of discontinued operations | — | — | 35.8 | — | 35.8 | ||||||||||||||
Investment in affiliates | 4,985.4 | 3,443.6 | — | (8,429.0 | ) | — | |||||||||||||
Total assets | $ | 6,069.3 | $ | 6,770.1 | $ | 3,833.3 | $ | (12,615.4 | ) | $ | 4,057.3 | ||||||||
Liabilities and Equity | |||||||||||||||||||
Current Liabilities: | |||||||||||||||||||
Accounts payable and accrued expenses | $ | 93.6 | $ | 410.6 | $ | 408.7 | $ | — | $ | 912.9 | |||||||||
Short-term borrowings and current portion of long-term debt | 45.2 | 0.7 | 56.9 | (10.0 | ) | 92.8 | |||||||||||||
Intercompany interest payable | 3.2 | — | 4.1 | (7.3 | ) | — | |||||||||||||
Product warranties | — | 44.5 | 37.6 | — | 82.1 | ||||||||||||||
Customer advances | — | 7.8 | 16.4 | — | 24.2 | ||||||||||||||
Product liabilities | — | 23.5 | 4.4 | — | 27.9 | ||||||||||||||
Current liabilities of discontinued operation | — | — | 6.0 | — | 6.0 | ||||||||||||||
Total current liabilities | 142.0 | 487.1 | 534.1 | (17.3 | ) | 1,145.9 | |||||||||||||
Non-Current Liabilities: | |||||||||||||||||||
Long-term debt, less current portion | 1,708.3 | 3.0 | 20.7 | — | 1,732.0 | ||||||||||||||
Deferred income taxes | 176.0 | — | 47.0 | — | 223.0 | ||||||||||||||
Pension obligations | 80.0 | 12.2 | 22.1 | — | 114.3 | ||||||||||||||
Postretirement health and other benefit obligations | 49.8 | — | 3.6 | — | 53.4 | ||||||||||||||
Long-term deferred revenue | — | 6.0 | 31.7 | — | 37.7 | ||||||||||||||
Intercompany long-term note payable | 183.3 | 827.5 | 973.9 | (1,984.7 | ) | — | |||||||||||||
Intercompany accounts payable | 3,024.9 | — | 57.9 | (3,082.8 | ) | — | |||||||||||||
Other non-current liabilities | 104.7 | 15.6 | 40.8 | — | 161.1 | ||||||||||||||
Long-term liabilities of discontinued operations | — | — | 8.6 | — | 8.6 | ||||||||||||||
Total non-current liabilities | 5,327.0 | 864.3 | 1,206.3 | (5,067.5 | ) | 2,330.1 | |||||||||||||
Equity | |||||||||||||||||||
Manitowoc stockholders' equity | 600.3 | 5,418.7 | 2,111.9 | (7,530.6 | ) | 600.3 | |||||||||||||
Noncontrolling interest | — | — | (19.0 | ) | — | (19.0 | ) | ||||||||||||
Total equity | 600.3 | 5,418.7 | 2,092.9 | (7,530.6 | ) | 581.3 | |||||||||||||
Total liabilities and equity | $ | 6,069.3 | $ | 6,770.1 | $ | 3,833.3 | $ | (12,615.4 | ) | $ | 4,057.3 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Subsidiary |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Guarantors |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net cash provided by (used for) operating activities of continuing operations |
| $ | (27.8 | ) | $ | 52.1 |
| $ | (145.6 | ) | $ | — |
| $ | (121.3 | ) |
Cash provided by (used for) operating activities of discontinued operations |
| — |
| (0.5 | ) | — |
| — |
| (0.5 | ) | |||||
Net cash provided by (used for) operating activities |
| (27.8 | ) | 51.6 |
| (145.6 | ) | — |
| (121.8 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Investing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
| (0.5 | ) | (17.0 | ) | (17.3 | ) | — |
| (34.8 | ) | |||||
Restricted cash |
| — |
| — |
| (3.0 | ) | — |
| (3.0 | ) | |||||
Proceeds from sale of property, plant and equipment |
| — |
| — |
| 0.2 |
| — |
| 0.2 |
| |||||
Intercompany investments |
| (60.8 | ) | (73.5 | ) | 96.8 |
| 37.5 |
| — |
| |||||
Net cash provided by (used for) investing activities |
| (61.3 | ) | (90.5 | ) | 76.7 |
| 37.5 |
| (37.6 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Financing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit facility—net |
| 107.9 |
| — |
| 40.9 |
| — |
| 148.8 |
| |||||
Proceeds from long-term debt |
| — |
| — |
| 64.9 |
| — |
| 64.9 |
| |||||
(Payments on) long-term debt |
| (18.9 | ) | (0.3 | ) | (29.1 | ) | — |
| (48.3 | ) | |||||
Proceeds from (payments on) notes financing—net |
| (0.1 | ) | (1.3 | ) | (17.3 | ) | — |
| (18.7 | ) | |||||
Intercompany financing |
| 0.1 |
| 46.8 |
| (9.4 | ) | (37.5 | ) | — |
| |||||
Options exercised |
| 1.6 |
| — |
| — |
| — |
| 1.6 |
| |||||
Net cash provided by (used for) financing activities |
| 90.6 |
| 45.2 |
| 50.0 |
| (37.5 | ) | 148.3 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Effect of exchange rate changes on cash |
| — |
| — |
| (0.7 | ) | — |
| (0.7 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents |
| 1.5 |
| 6.3 |
| (19.6 | ) | — |
| (11.8 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at beginning of period |
| 4.2 |
| 8.5 |
| 55.9 |
| — |
| 68.6 |
| |||||
Balance at end of period |
| $ | 5.7 |
| $ | 14.8 |
| $ | 36.3 |
| $ | — |
| $ | 56.8 |
|
28
Parent | Subsidiary Guarantors | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net cash provided by (used for) operating activities of continuing operations | $ | (37.8 | ) | $ | 45.4 | $ | (66.1 | ) | $ | — | $ | (58.5 | ) | ||||||
Cash provided by (used for) operating activities of discontinued operations | — | (2.2 | ) | (1.8 | ) | — | (4.0 | ) | |||||||||||
Net cash provided by (used for) operating activities | $ | (37.8 | ) | $ | 43.2 | $ | (67.9 | ) | $ | — | $ | (62.5 | ) | ||||||
Cash Flows from Investing: | |||||||||||||||||||
Capital expenditures | $ | — | $ | (27.2 | ) | $ | (19.7 | ) | $ | — | $ | (46.9 | ) | ||||||
Proceeds from sale of property, plant and equipment | — | 0.2 | 0.7 | — | 0.9 | ||||||||||||||
Restricted cash | — | — | (0.2 | ) | — | (0.2 | ) | ||||||||||||
Proceeds from sale of business | — | — | 39.2 | — | 39.2 | ||||||||||||||
Intercompany investments | (45.3 | ) | 1.6 | 61.3 | (17.6 | ) | — | ||||||||||||
Net cash provided by (used for) investing activities | (45.3 | ) | (25.4 | ) | 81.3 | (17.6 | ) | (7.0 | ) | ||||||||||
Cash Flows from Financing: | |||||||||||||||||||
Payments on long-term debt | $ | (28.4 | ) | $ | (0.3 | ) | $ | (10.1 | ) | $ | — | $ | (38.8 | ) | |||||
Proceeds from long-term debt | — | — | 19.3 | — | 19.3 | ||||||||||||||
Proceeds on revolving credit facility—net | 103.9 | — | 0.2 | — | 104.1 | ||||||||||||||
Proceeds (payments) on notes financing—net | — | — | 2.3 | — | 2.3 | ||||||||||||||
Exercises of stock options | 2.9 | — | — | — | 2.9 | ||||||||||||||
Intercompany financing | — | (11.3 | ) | (6.3 | ) | 17.6 | — | ||||||||||||
Net cash provided by (used for) financing activities | 78.4 | (11.6 | ) | 5.4 | 17.6 | 89.8 | |||||||||||||
Effect of exchange rate changes on cash | — | — | (2.0 | ) | — | (2.0 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | (4.7 | ) | 6.2 | 16.8 | — | 18.3 | |||||||||||||
Balance at beginning of period | 12.0 | 4.0 | 57.4 | — | 73.4 | ||||||||||||||
Balance at end of period | $ | 7.3 | $ | 10.2 | $ | 74.2 | $ | — | $ | 91.7 |
The Manitowoc Company, Inc.
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Subsidiary |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Guarantors |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net cash provided by (used for) operating activities of continuing operations |
| $ | (54.7 | ) | $ | (8.9 | ) | $ | (105.2 | ) | $ | — |
| $ | (168.8 | ) |
Cash provided by (used for) operating activities of discontinued operations |
| — |
| (0.6 | ) | (17.9 | ) | — |
| (18.5 | ) | |||||
Net cash provided by (used for) operating activities |
| (54.7 | ) | (9.5 | ) | (123.1 | ) | — |
| (187.3 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Investing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
| (0.2 | ) | (7.5 | ) | (10.9 | ) | — |
| (18.6 | ) | |||||
Restricted cash |
| (0.3 | ) | — |
| 0.2 |
| — |
| (0.1 | ) | |||||
Proceeds from sale of business |
| — |
| 143.6 |
| — |
| — |
| 143.6 |
| |||||
Proceeds from sale of property, plant and equipment |
| — |
| 0.1 |
| 2.8 |
| — |
| 2.9 |
| |||||
Intercompany investments |
| 98.7 |
| (84.3 | ) | 31.9 |
| (46.3 | ) | — |
| |||||
Net cash provided by (used for) investing activities |
| 98.2 |
| 51.9 |
| 24.0 |
| (46.3 | ) | 127.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Financing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit facility—net |
| 17.5 |
| — |
| 74.1 |
| — |
| 91.6 |
| |||||
Proceeds from long-term debt |
| 750.0 |
| — |
| 55.8 |
| — |
| 805.8 |
| |||||
(Payments on) long-term debt |
| (797.8 | ) | (0.3 | ) | (29.8 | ) | — |
| (827.9 | ) | |||||
Proceeds from (payments on) notes financing—net |
| — |
| (1.4 | ) | — |
| — |
| (1.4 | ) | |||||
Debt issue costs |
| (13.6 | ) | — |
| — |
| — |
| (13.6 | ) | |||||
Intercompany financing |
| (0.1 | ) | (51.3 | ) | 5.1 |
| 46.3 |
| — |
| |||||
Options exercised |
| 1.5 |
| — |
| — |
| — |
| 1.5 |
| |||||
Net cash provided by (used for) financing activities |
| (42.5 | ) | (53.0 | ) | 105.2 |
| 46.3 |
| 56.0 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Effect of exchange rate changes on cash |
| — |
| — |
| 0.9 |
| — |
| 0.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents |
| 1.0 |
| (10.6 | ) | 7.0 |
| — |
| (2.6 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at beginning of period |
| 5.3 |
| 19.7 |
| 58.7 |
| — |
| 83.7 |
| |||||
Balance at end of period |
| $ | 6.3 |
| $ | 9.1 |
| $ | 65.7 |
| $ | — |
| $ | 81.1 |
|
29
Parent | Subsidiary Guarantors | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net cash provided by (used for) operating activities of continuing operations | $ | (27.8 | ) | $ | 52.1 | $ | (147.7 | ) | $ | — | $ | (123.4 | ) | ||||||
Cash provided by (used for) operating activities of discontinued operations | — | (0.5 | ) | 2.1 | — | 1.6 | |||||||||||||
Net cash provided by (used for) operating activities | $ | (27.8 | ) | $ | 51.6 | $ | (145.6 | ) | $ | — | $ | (121.8 | ) | ||||||
Cash Flows from Investing: | |||||||||||||||||||
Capital expenditures | $ | (0.5 | ) | $ | (17.0 | ) | $ | (17.2 | ) | $ | — | $ | (34.7 | ) | |||||
Proceeds from sale of property, plant and equipment | — | — | 0.2 | — | 0.2 | ||||||||||||||
Restricted cash | — | — | (3.0 | ) | — | (3.0 | ) | ||||||||||||
Intercompany investments | (60.8 | ) | (73.5 | ) | 96.8 | 37.5 | — | ||||||||||||
Net cash provided by (used for) investing activities of continuing operations | (61.3 | ) | (90.5 | ) | 76.8 | 37.5 | (37.5 | ) | |||||||||||
Net cash provided by (used for) investing activities of discontinued operations | — | — | (0.1 | ) | — | (0.1 | ) | ||||||||||||
Net cash provided by (used for) investing activities | $ | (61.3 | ) | $ | (90.5 | ) | $ | 76.7 | $ | 37.5 | $ | (37.6 | ) | ||||||
Cash Flows from Financing: | |||||||||||||||||||
Payments on long-term debt | $ | (18.9 | ) | $ | (0.3 | ) | $ | (29.1 | ) | $ | — | $ | (48.3 | ) | |||||
Proceeds from long-term debt | — | — | 64.9 | — | 64.9 | ||||||||||||||
Proceeds from (payments on) revolving credit facility—net | 107.9 | — | 40.9 | — | 148.8 | ||||||||||||||
Proceeds from (payments on) notes financing—net | (0.1 | ) | (1.3 | ) | (17.3 | ) | — | (18.7 | ) | ||||||||||
Exercises of stock options | 1.6 | — | — | — | 1.6 | ||||||||||||||
Intercompany financing | 0.1 | 46.8 | (9.4 | ) | (37.5 | ) | — | ||||||||||||
Net cash provided by (used for) financing activities | 90.6 | 45.2 | 50.0 | (37.5 | ) | 148.3 | |||||||||||||
Effect of exchange rate changes on cash | — | — | (0.7 | ) | — | (0.7 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | 1.5 | 6.3 | (19.6 | ) | — | (11.8 | ) | ||||||||||||
Balance at beginning of period | 4.2 | 8.5 | 55.9 | — | 68.6 | ||||||||||||||
Balance at end of period | $ | 5.7 | $ | 14.8 | $ | 36.3 | $ | — | $ | 56.8 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
2012
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 610.7 |
| $ | 554.8 |
| $ | 1,118.6 |
| $ | 947.6 |
|
Foodservice |
| 395.2 |
| 395.0 |
| 747.4 |
| 734.4 |
| ||||
Total net sales |
| $ | 1,005.9 |
| $ | 949.8 |
| $ | 1,866.0 |
| $ | 1,682.0 |
|
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(in millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Net sales: | ||||||||||||||||
Crane | $ | 656.9 | $ | 610.7 | $ | 1,204.3 | $ | 1,118.6 | ||||||||
Foodservice | 389.7 | 386.5 | 740.3 | 730.5 | ||||||||||||
Total net sales | $ | 1,046.6 | $ | 997.2 | $ | 1,944.6 | $ | 1,849.1 |
prior year periods.
As of June 30, 2012,2013
|
| Three Months Ended |
| Six Months Ended |
| ||||||||
|
| June 30, |
| June 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Earnings from operations: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 46.5 |
| $ | 30.8 |
| $ | 67.4 |
| $ | 41.6 |
|
Foodservice |
| 59.1 |
| 54.7 |
| 102.4 |
| 87.9 |
| ||||
Corporate expense |
| (16.5 | ) | (15.5 | ) | (32.5 | ) | (28.9 | ) | ||||
Restructuring expense |
| (0.2 | ) | (2.0 | ) | (0.9 | ) | (2.9 | ) | ||||
Other |
| (0.1 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||
Total |
| $ | 88.8 |
| $ | 67.9 |
| $ | 136.3 |
| $ | 97.6 |
|
segment. The results for the three and six months ended June 30, 2012 have been revised to reflect the correction of errors related to these periods and all periods reflect reclassifications due to discontinued operations. See Note 1, “Accounting Policies” for further discussion of these revisions, and Note 2, "Discontinued Operations," for further discussion of the reclassifications.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
(in millions) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Earnings from operations: | ||||||||||||||||
Crane | $ | 65.0 | $ | 52.0 | $ | 96.3 | $ | 73.4 | ||||||||
Foodservice | 63.0 | 66.1 | 112.1 | 117.1 | ||||||||||||
Corporate expense | (16.5 | ) | (16.5 | ) | (35.0 | ) | (32.5 | ) | ||||||||
Amortization expense | (9.0 | ) | (9.3 | ) | (18.1 | ) | (18.6 | ) | ||||||||
Restructuring expense | (0.9 | ) | (0.2 | ) | (1.2 | ) | (0.9 | ) | ||||||||
Other | — | (0.1 | ) | (0.3 | ) | (0.1 | ) | |||||||||
Total | $ | 101.6 | $ | 92.0 | $ | 153.8 | $ | 138.4 |
the $225.0$251.2 million of consolidated gross profit for the same period in 2011.2012. Consolidated gross profit for the six months ended June 30, 20122013 was $455.9$492.8 million, an increase of $50.4$38.3 million as compared to the $405.5$454.5 million of consolidated gross profit for the same period in 2011. The2012. These increases in consolidated gross profit increases were primarily driven primarily by the salesan 18.3% and 16.4% increases in the Crane segment for the three and six month periods ended June 30, 2012.
For the three and six-month periods ended June 30, 2012 versus the same periods in 2011, the Crane segment gross profit increased by $21.7 million and $41.9 million, respectively. Net sales increases, pricing actions and lower warranty expenses, partially offset by a prior period inventory adjustment in the Americas region in the second quarter of 2012 (see “Prior Period Adjustment” at Note 1 of the company’s condensed consolidated financial statements for further discussion) drove the increase in gross profit for the three and six month periods in 2012 compared to the same periods in 2011.
For the three and six months ended June 30, 2013, respectively, compared to prior year periods.
for the six months ended June 30, 2013, partially offset by increases in rebates and discounts, certain manufacturing costs, facility consolidation expenses and new facility expenses.
For the three months ended June 30, 2012, Crane segment operating earnings were $46.5 million compared to $30.8 million for the three months ended June 30, 2011. For the six months ended June 30, 2012, Crane segment operating earnings were $67.4 million compared to $41.6 million for the six months ended June 30, 2011. Crane segment operating earnings increased in both 2012 periods due to the aforementioned increase in sales volume, pricing actions and decrease in warranty expenses, partially offset by increases in personnel expenses and continued investments in engineering.
For the three months ended June 30, 2012, Foodservice segment operating earnings were $59.1 million compared to $54.7 million for the three months ended June 30, 2011. For the six months ended June 30, 2012, Foodservice segment operating earnings were $102.4 million compared to $87.9 million for the six months ended June 30, 2011. Foodservice segment operating earnings increased in both periods due to the aforementioned increase in sales volume, pricing actions and the ongoing implementation of cost improvement initiatives.
For the three months ended June 30, 2012, corporate expenses were $16.5 million compared to $15.5 million for the three months ended June 30, 2011. For the six months ended June 30, 2012, corporate expenses were $32.5 million compared to $28.9 million for the six months ended June 30, 2011. Corporate expenses increased due to higher employee benefit and stock award compensation costs.
The company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles — Goodwill and Other.” Under ASC Topic 350, goodwill is no longer amortized; however, the company performs an annual impairment review at June 30 of every year or more frequently if events or changesexpense, partially offset by decreases in circumstances indicate that the asset might be impaired. The company performs impairment reviews for its reporting units, which are Cranes Americas; Cranes Europe, Middle East, and Africa; Cranes China; Cranes Greater Asia Pacific; Crane Care; Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Asia, using a fair-value method based on the present value of future cash flows, which involves management’s judgment and assumptions about cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Goodwill is then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.
The company will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. Deterioration in the market or actual results compared to the company’s projections may ultimately result in a future impairment. In the event the company determines that assets are impaired in the future, the company would need to recognize a non-cash impairment charge, which could have a material adverse effect on the company’s condensed consolidated balance sheet and results of operations. The company completed its annual impairment review and determined that there was no impairment charge for the six months ended June 30, 2012.
professional fees.
B.
Interest expense for the three months ended June 30, 2013 was $32.6 million versus $33.8 million for the three months ended June 30, 2012 was $33.8 million versus $38.3 million for the three months ended June 30, 2011.. Interest expense for the first six months of 2012 was $66.8 million versus $77.7 million for the six months ended June 30, 2011.2013 was $65.9 million versus $66.8 million for the six months ended June 30, 2012. The decrease in interest expense for the comparable periods of 2012 werethree and six months ended June 30, 2013 was a result of the company's debt reduction and the impact of the debt refinancing, which lowered the weighted average interest rates over the same period in 2011.efforts. Amortization expenses for deferred financing fees were $4.1$1.7 million for the sixthree months ended June 30, 2012 as2013 compared to $6.0$2.1 million for the sixthree months ended June 30, 2011.2012. Amortization expenses for deferred financing fees were $2.1$3.5 million for the quartersix months ended June 30, 2012 as2013 compared to $2.7$4.1 million in for the quarter ended June 30, 2011. The lower expense in the three and six months ended June 30, 2012. The decrease in amortization expenses for the three and six months ended June 30, 2013 was related to the lower balance of deferred financing fees as a result of the accelerated pay downs of Term Loans in 2011.
2012.
For the six months ended June 30, 2012, the company recorded an income tax expense of $26.8 million, as compared to an income tax expense of $2.0 million for the six months ended June 30, 2011. The increase in the company’scompany's tax expense for the six months ended June 30, 20122013 relative to the prior year resulted primarily from an increase inthe jurisdictional mix of pre-tax earnings.earnings and net discrete items, principally the effect of the American Tax Relief Act of 2012 signed into law on January 2, 2013, reserve releases related to statute of limitations expirations, a favorable audit settlement, and the effective settlement of other state uncertain tax benefits. The effective tax rate varies from the U.S. federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates and certain jurisdictions where the company cannot recognize tax benefits on current losses. Applying the provisions of ASC 740 may result in varying effective tax rates by quarter, based upon the jurisdictional mix of income in countries with varying statutory rates and timing of the company’s earnings.
There
The result from loss on sale
2013. For more information regarding the sale of the Jackson business, see Note 2, "Discontinued Operations," of the condensed consolidated financial statements.
June 30, 2013 totaled $91.7 million, which was an increase of $18.3 million from the December 31, 2012 balance of $73.4 million. Cash flow used for operating activities of continuing operations for the first six months of 2013 was $58.5 million compared to cash used for continuing operations of $123.4 million for the first six months of 2012. During the first six months of 2013, cash flow used for continuing operations was primarily a result of working capital to support increased order activity. Inventory increases resulted in a use of cash of $115.7 million to support increased order activity primarily in the Crane segment.
First Six Months of 2011
Cash and cash equivalents balance as of June 30, 2011 totaled $81.1 million, which was a decrease of $2.6 million from the December 31, 2010 balance of $83.7 million. Cash flow used for operating activities of continuing operations for the first six months of 2011 was $168.8 million compared to cash provided by $2.8 million for the first six months of 2010. During the first six months of 2011, cash flow from continuing operations was used to support increased order activity in both segments through increased working capital. Inventory increases resulted in a use of cash of $160.0 million, partially offset by increased payables of $111.9 million; cash of $163.7 million used for increased receivables reflected the increased sales of both segments.
Capital expenditures during the first six months of 2011 were $18.6 million versus $14.4 million during the first six months of 2010.
32
The majority of the capital expenditures were related to machinery and equipment purchases and major repairs, for the Crane and Foodservice segments.
Liquidity and Capital Resources
(in millions) |
| June 30, 2012 |
| December 31, 2011 |
| ||
Revolving credit facility |
| $ | 146.6 |
| $ | — |
|
Term loan A |
| 315.0 |
| 332.5 |
| ||
Term loan B |
| 332.0 |
| 332.0 |
| ||
Senior notes due 2013 |
| 150.0 |
| 150.0 |
| ||
Senior notes due 2018 |
| 410.9 |
| 407.7 |
| ||
Senior notes due 2020 |
| 620.2 |
| 613.5 |
| ||
Other |
| 88.1 |
| 54.3 |
| ||
Total debt |
| 2,062.8 |
| 1,890.0 |
| ||
Less current portion and short-term borrowings |
| (116.6 | ) | (79.1 | ) | ||
Long-term debt |
| $ | 1,946.2 |
| $ | 1,810.9 |
|
The company’s Senior Credit Facility originally became effective November 6, 2008 and initially included four loan facilities — a revolving facility of $400.0 million with a five-year term, a Term Loan A of $1,025.0 million with a five-year term, a Term Loan B of $1,200.0 million with a six-year term, and a Term Loan X of $300.0 million with an eighteen-month term. The balance of Term Loan X was repaid in 2009.
(in millions) | June 30, 2013 | December 31, 2012 | ||||||
Revolving credit facility | $ | 138.3 | $ | 34.4 | ||||
Term loan A | 277.1 | 297.5 | ||||||
Term loan B | 75.4 | 81.0 | ||||||
Senior notes due 2018 | 409.5 | 410.5 | ||||||
Senior notes due 2020 | 616.7 | 621.2 | ||||||
Senior notes due 2022 | 291.6 | 298.9 | ||||||
Other | 88.5 | 81.3 | ||||||
Total debt | 1,897.1 | 1,824.8 | ||||||
Less current portion and short-term borrowings | (96.2 | ) | (92.8 | ) | ||||
Long-term debt | $ | 1,800.9 | $ | 1,732.0 |
“Debt” of the condensed consolidated financial statements.
|
| Trailing Twelve |
| |
(in millions) |
| June 30, 2012 |
| |
Net earnings (loss) attributable to Manitowoc |
| $ | 81.6 |
|
Loss from discontinued operations |
| 1.1 |
| |
Loss on sale of discontinued operations |
| 1.0 |
| |
Depreciation and amortization |
| 114.0 |
| |
Interest expense and amortization of deferred financing fees |
| 144.3 |
| |
Costs due to early extinguishment of debt |
| 1.9 |
| |
Restructuring charges |
| 3.8 |
| |
Income taxes |
| 40.6 |
| |
Other |
| (7.2 | ) | |
Adjusted EBITDA |
| $ | 381.1 |
|
Effective September 27, 2011, the (in millions) June 30, 2013 Net earnings attributable to Manitowoc $ 124.7 Loss from discontinued operations 1.9 Loss on sale of discontinued operations 1.6 Depreciation and amortization 110.1 Interest expense and amortization of deferred financing fees 143.8 Costs due to early extinguishment of debt 6.7 Restructuring charges 9.8 Income taxes 28.9 Other (2.2 ) Adjusted EBITDA $ 425.3
Our for further details of program.
(in millions) |
| June 30, 2012 |
| December 31, 2011 |
| ||
Cash and cash equivalents |
| $ | 56.8 |
| $ | 71.3 |
|
Revolver borrowing capacity |
| 500.0 |
| 500.0 |
| ||
Less: Borrowings on revolver |
| (146.6 | ) | — |
| ||
Less: Outstanding letters of credit |
| (34.5 | ) | (34.5 | ) | ||
Total liquidity |
| $ | (375.7 | ) | $ | 536.8 |
|
(in millions) | June 30, 2013 | December 31, 2012 | ||||||
Cash and cash equivalents | $ | 94.4 | $ | 76.1 | ||||
Revolver borrowing capacity | 500.0 | 500.0 | ||||||
Less: Borrowings on revolver | (138.3 | ) | (34.4 | ) | ||||
Less: Outstanding letters of credit | (32.7 | ) | (38.2 | ) | ||||
Total liquidity | $ | 423.4 | $ | 503.5 |
cost.
In addition to the assumptions, uncertainties, and other information referred to specifically in the forward-looking statements, a number of factors relating to each business segment could cause actual results to be significantly different from what is presented in this quarterly report. Those factors include, without limitation, the following:
Crane—cyclicality
Foodservice—weather;
2012
.35
PART II. OTHER INFORMATION
2012.
36
SIGNATURES
Date: August | The Manitowoc Company, Inc. |
(Registrant) | |
/s/ Glen E. Tellock | |
Glen E. Tellock | |
Chairman and Chief Executive Officer | |
/s/ Carl J. Laurino | |
Carl J. Laurino | |
Senior Vice President and Chief Financial Officer |
37
THE MANITOWOC COMPANY, INC.
Exhibit No. |
| Description |
| Filed/Furnished |
|
|
|
|
|
|
|
31 |
| Rule 13a - 14(a)/15d - 14(a) Certifications |
| X | (1) |
|
|
|
|
|
|
32.1 |
| Certification of CEO pursuant to 18 U.S.C. Section 1350 |
| X | (2) |
|
|
|
|
|
|
32.2 |
| Certification of CFO pursuant to 18 U.S.C. Section 1350 |
| X | (2) |
|
|
|
|
|
|
101 |
| The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes. |
| X | (1) |
Exhibit No. Description 3.1 X (1) 10.1 X (1) 10.2 X (1) 10.3 X (1) 10.4 X (1) 10.5 X (1) 10.6 X (1) 10.7 X (1) 31 Rule 13a - 14(a)/15d - 14(a) Certifications X (1) 32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 X (2) 32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350 X (2) 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes. X (1)