Exhibit 99.2
CRANE CO.
Income Statement Data
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Net Sales: | | | | | | | | | | | | | | | | |
Aerospace & Electronics | | $ | 158,999 | | | $ | 139,487 | | | $ | 467,563 | | | $ | 420,480 | |
Engineered Materials | | | 80,719 | | | | 71,636 | | | | 256,180 | | | | 239,931 | |
Merchandising Systems | | | 98,462 | | | | 73,384 | | | | 296,389 | | | | 179,566 | |
Fluid Handling | | | 290,826 | | | | 252,278 | | | | 834,983 | | | | 744,109 | |
Controls | | $ | 35,087 | | | | 30,919 | | | | 98,093 | | | | 91,151 | |
| | | | | | | | | | | | | | | | |
Total Net Sales | | | 664,093 | | | $ | 567,704 | | | $ | 1,953,208 | | | $ | 1,675,237 | |
| | | | | | | | | | | | | | | | |
Operating Profit (Loss): | | | | | | | | | | | | | | | | |
Aerospace & Electronics | | $ | 23,090 | | | $ | 25,041 | | | $ | 68,481 | | | $ | 73,414 | |
Engineered Materials | | | 15,742 | | | | 9,661 | | | | 49,713 | | | | 38,551 | |
Merchandising Systems | | | 9,755 | | | | 8,887 | | | | 31,298 | | | | 17,101 | |
Fluid Handling | | | 37,477 | | | | 29,188 | | | | 102,014 | | | | 84,596 | |
Controls | | | 3,129 | | | | 2,559 | | | | 8,331 | | | | 7,353 | |
Corporate | | | (11,660 | ) | | | (4,173 | ) | | | (42,108 | ) | | | (26,546 | ) |
Asbestos Provision | | | (390,150 | ) | | | — | | | | (390,150 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total Operating Profit (Loss) | | | (312,617 | ) | | | 71,163 | | | | (172,421 | ) | | | 194,469 | |
| | | | |
Interest Income | | | 1,535 | | | | 552 | | | | 3,837 | | | | 2,164 | |
Interest Expense | | | (6,845 | ) | | | (5,244 | ) | | | (20,614 | ) | | | (16,268 | ) |
Miscellaneous- Net | | | 849 | | | | 1,461 | | | | 3,593 | | | | 7,143 | |
| | | | | | | | | | | | | | | | |
Income (Loss) Before Income Taxes | | | (317,078 | ) | | | 67,932 | | | | (185,605 | ) | | | 187,508 | |
Provision for Income Taxes | | | (120,128 | ) | | | 21,889 | | | | (78,036 | ) | | | 59,602 | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | (196,950 | ) | | $ | 46,043 | | | $ | (107,569 | ) | | $ | 127,906 | |
| | | | | | | | | | | | | | | | |
Share Data: | | | | | | | | | | | | | | | | |
Net Income (Loss) per Diluted Share | | $ | (3.29 | ) | | $ | 0.74 | | | $ | (1.79 | ) | | $ | 2.06 | |
| | | | | | | | | | | | | | | | |
Average Diluted Shares Outstanding | | | 59,884 | | | | 62,226 | | | | 60,008 | | | | 62,192 | |
Average Basic Shares Outstanding | | | 59,884 | | | | 61,110 | | | | 60,008 | | | | 60,941 | |
| | | | |
Supplemental Data: | | | | | | | | | | | | | | | | |
Cost of Sales - Operations | | $ | 445,603 | | | $ | 378,054 | | | $ | 1,321,560 | | | $ | 1,125,978 | |
Asbestos Provision | | | 390,150 | | | | — | | | | 390,150 | | | | — | |
Selling, General & Administrative | | | 140,957 | | | | 118,487 | | | | 413,919 | | | | 354,790 | |
Depreciation and Amortization | | | 13,672 | | | | 12,259 | | | | 44,740 | | | | 39,056 | |
Stock Compensation Expense | | | 3,797 | | | | 3,169 | | | | 11,173 | | | | 11,288 | |
CRANE CO.
Condensed Balance Sheets
(in thousands)
| | | | | | |
| | September 30, 2007 | | December 31, 2006 |
ASSETS | | | | | | |
Current Assets | | | |
Cash and Cash Equivalents | | $ | 162,248 | | $ | 138,607 |
Accounts Receivable | | | 390,315 | | | 330,146 |
Current Insurance Receivable - Asbestos | | | 32,000 | | | 52,500 |
Inventories | | | 343,079 | | | 313,259 |
Other Current Assets | | | 61,297 | | | 45,897 |
| | | | | | |
Total Current Assets | | | 988,939 | | | 880,409 |
Property, Plant and Equipment | | | 295,520 | | | 289,555 |
Long-Term Insurance Receivable - Asbestos | | | 319,249 | | | 170,400 |
Long-Term Deferred Tax Assets | | | 299,703 | | | 171,164 |
Other Assets | | | 235,309 | | | 214,220 |
Goodwill | | | 776,577 | | | 704,736 |
| | | | | | |
Total Assets | | $ | 2,915,297 | | $ | 2,430,484 |
| | | | | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | |
Current Liabilities | | | |
Notes Payable and Current Maturities of Long-Term Debt | | $ | 25,032 | | $ | 9,505 |
Accounts Payable | | | 193,934 | | | 161,270 |
Current Asbestos Liability | | | 80,000 | | | 70,000 |
Accrued Liabilities | | | 215,762 | | | 196,723 |
Income Taxes | | | 13,104 | | | 24,428 |
| | | | | | |
Total Current Liabilities | | | 527,832 | | | 461,926 |
Long-Term Debt | | | 398,256 | | | 391,760 |
Deferred Tax Liability | | | 93,235 | | | 89,595 |
Long-Term Asbestos Liability | | | 975,000 | | | 459,567 |
Other Liabilities | | | 114,820 | | | 109,033 |
Shareholders' Equity | | | 806,154 | | | 918,603 |
| | | | | | |
Total Liabilities and Shareholders' Equity | | $ | 2,915,297 | | $ | 2,430,484 |
| | | | | | |
CRANE CO.
Condensed Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Operating Activities: | | | | | | | | | | | | | | | | |
Net income | | $ | (196,950 | ) | | $ | 46,044 | | | $ | (107,569 | ) | | $ | 127,906 | |
Asbestos provision, net | | | 250,000 | | | | — | | | | 250,000 | | | | — | |
Income from joint venture | | | (1,253 | ) | | | (1,306 | ) | | | (3,798 | ) | | | (4,525 | ) |
Loss/(Gain) on divestitures | | | 975 | | | | (664 | ) | | | 975 | | | | (8,931 | ) |
Depreciation and amortization | | | 13,672 | | | | 12,259 | | | | 44,740 | | | | 39,056 | |
Stock-based compensation expense | | | 3,797 | | | | 3,169 | | | | 11,173 | | | | 11,288 | |
Deferred income taxes | | | 5,777 | | | | 6,460 | | | | (3,691 | ) | | | 4,954 | |
Cash (used for) provided by operating working capital | | | 10,198 | | | | (1,469 | ) | | | (35,934 | ) | | | (35,617 | ) |
Other | | | (2,758 | ) | | | (7,962 | ) | | | (16,889 | ) | | | (1,258 | ) |
| | | | | | | | | | | | | | | | |
Subtotal | | | 83,458 | | | | 56,531 | | | | 139,007 | | | | 132,873 | |
Asbestos related payments, net of insurance recoveries | | | (7,897 | ) | | | (20,877 | ) | | | 7,311 | | | | (29,957 | ) |
| | | | | | | | | | | | | | | | |
Total provided by operating activities | | | 75,561 | | | | 35,654 | | | | 146,318 | | | | 102,916 | |
| | | | | | | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | | | | | | |
Capital expenditures | | | (11,581 | ) | | | (5,311 | ) | | | (33,412 | ) | | | (22,312 | ) |
Proceeds from disposition of capital assets | | | 374 | | | | 463 | | | | 11,610 | | | | 3,317 | |
Proceeds from divestitures | | | 2,005 | | | | 208 | | | | 2,005 | | | | 26,088 | |
Payment for acquisition, net of cash acquired | | | (65,311 | ) | | | (85,669 | ) | | | (65,166 | ) | | | (234,734 | ) |
| | | | | | | | | | | | | | | | |
Total used for investing activities | | | (74,513 | ) | | | (90,309 | ) | | | (84,963 | ) | | | (227,641 | ) |
| | | | | | | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | | | | | | |
Dividends paid | | | (10,789 | ) | | | (9,173 | ) | | | (28,828 | ) | | | (24,465 | ) |
Reacquisition of shares on the open market | | | — | | | | (12,500 | ) | | | (50,001 | ) | | | (37,499 | ) |
Stock options exercised - net of shares reacquired | | | 2,958 | | | | 1,963 | | | | 10,102 | | | | 20,606 | |
Excess tax benefit from stock-based compensation | | | 1,954 | | | | 800 | | | | 4,081 | | | | 7,575 | |
Issuance of Debt | | | — | | | | 71,700 | | | | — | | | | 71,700 | |
Net increase / decrease in short-term debt | | | 23,889 | | | | (79 | ) | | | 15,192 | | | | (355 | ) |
| | | | | | | | | | | | | | | | |
Total used for financing activities | | | 18,012 | | | | 52,711 | | | | (49,454 | ) | | | 37,562 | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate on cash and cash equivalents | | | 8,113 | | | | 857 | | | | 11,740 | | | | 5,848 | |
| | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | 27,173 | | | | (1,087 | ) | | | 23,641 | | | | (81,315 | ) |
Cash and cash equivalents at beginning of period | | | 135,075 | | | | 100,164 | | | | 138,607 | | | | 180,392 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 162,248 | | | $ | 99,077 | | | $ | 162,248 | | | $ | 99,077 | |
| | | | | | | | | | | | | | | | |
CRANE CO.
Order Backlog
(in thousands)
| | | | | | | | | |
| | September 30, 2007 | | December 31, 2006 | | September 30, 2006 |
Aerospace & Electronics | | $ | 398,725 | | $ | 396,799 | | $ | 372,601 |
Engineered Materials | | | 14,466 | | | 13,198 | | | 13,162 |
Merchandising Systems | | | 30,825 | | | 33,170 | | | 18,637 |
Fluid Handling | | | 266,920 | | | 210,532 | | | 204,157 |
Controls | | | 42,217 | | | 22,982 | | | 30,396 |
| | | | | | | | | |
Total Backlog | | $ | 753,153 | | $ | 676,681 | | $ | 638,953 |
| | | | | | | | | |
CRANE CO.
Non-GAAP Financial Measures
(in thousands, except for per share amounts)
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Percent Change Three and Nine Months Ended September 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | | 2007 | | | 2007 | |
INCOME ITEMS: | | | | | | | | | | | | | | | | | | | | | | |
Net Sales | | $ | 664,093 | | | $ | 567,704 | | | $ | 1,953,208 | | | $ | 1,675,237 | | | 17.0 | % | | 16.6 | % |
Operating Profit (Loss) | | $ | (312,617 | ) | | $ | 71,163 | | | $ | (172,421 | ) | | $ | 194,469 | | | | | | | |
Asbestos Provision - Pre-Tax (a) | | | 390,150 | | | | — | | | | 390,150 | | | | — | | | | | | | |
Environmental Reimbursement - Pre-Tax (b) | | | — | | | | (4,900 | ) | | | — | | | | (4,900 | ) | | | | | | |
Government Settlement - Pre-Tax (c) | | | — | | | | — | | | | 7,600 | | | | — | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Operating Profit before Asbestos Provision, Environmental Reimbursement and Government Settlement | | $ | 77,533 | | | $ | 66,263 | | | $ | 225,329 | | | $ | 189,569 | | | 17.0 | % | | 18.9 | % |
| | | | | | | | | | | | | | | | | | | | | | |
Percentage of Sales | | | 11.7 | % | | | 11.7 | % | | | 11.5 | % | | | 11.3 | % | | | | | | |
| | | | | | |
Net Income (Loss) | | $ | (196,950 | ) | | $ | 46,043 | | | $ | (107,569 | ) | | $ | 127,906 | | | | | | | |
Per Share | | $ | (3.29 | ) | | $ | 0.74 | | | $ | (1.79 | ) | | $ | 2.06 | | | | | | | |
| | | | | | |
Asbestos Provision - Net of Tax (a) | | | 250,000 | | | | — | | | | 250,000 | | | | — | | | | | | | |
Per Share | | $ | 4.18 | | | | | | | $ | 4.16 | | | | | | | | | | | |
| | | | | | |
Environmental Reimbursement - Net of Tax (b) | | | — | | | | (3,185 | ) | | | — | | | | (3,185 | ) | | | | | | |
Per Share | | | | | | $ | (0.05 | ) | | | | | | $ | (0.05 | ) | | | | | | |
| | | | | | |
Government Settlement - Net of Tax (c) | | | — | | | | — | | | | 5,396 | | | | — | | | | | | | |
Per Share | | | | | | | | | | $ | 0.09 | | | | | | | | | | | |
| | | | | | |
Net Gain on Divestitures - Net of Tax (d) | | | — | | | | — | | | | — | | | | (1,779 | ) | | | | | | |
Per Share | | | | | | | | | | | | | | $ | (0.03 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Income before Asbestos Provision, Environmental Reimbursement, Government Settlement and Gain on Divestitures | | $ | 53,050 | | | $ | 42,858 | | | | 147,827 | | | $ | 122,942 | | | 23.8 | % | | 20.2 | % |
| | | | | | | | | | | | | | | | | | | | | | |
Per Share | | $ | 0.89 | | | | | | | $ | 2.46 | | | | | | | | | | | |
| | | | | | |
Per Diluted Share | | $ | 0.87 | | | $ | 0.69 | | | $ | 2.42 | | | $ | 1.98 | | | 26.3 | % | | 22.4 | % |
|
In the three months and nine months ended September 30, 2007, Average Shares Outstanding excluding the effect of diluted stock options were used to compute the per share amounts since both periods were in a loss position. Had net income been reported for these periods, Average Shares Outstanding would have included the effect of diluted stock options when computing per share amounts (see chart below). | |
| | | | | | |
Average Basic Shares Outstanding | | | 59,884 | | | | | | | | 60,008 | | | | | | | | | | | |
Effect of Diluted Stock Options | | | 1,164 | | | | | | | | 1,087 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Average Shares Outstanding including the effect of Stock Options | | | 61,048 | | | | | | | | 61,095 | | | | | | | | | | | |
When considering the effect of dilutive stock options on shares outstanding, Net Income before Asbestos Provision, Environmental Reimbursement, Government Settlement and Gain on Divestitures is $0.87 per share and $2.42 per share for the three and nine months ended September 30, 2007, respectively. | |
(a) | During the three months ended September 30, 2007, the Company recorded an Asbestos Provision. |
(b) | During the three months ended September 30, 2006, the Company recorded a reimbursement from the US Government for environmental clean-up costs. |
(c) | During the three months ended June 30, 2007, the Company recorded a settlement with the US Government. |
(d) | Net Gain on Divestitures, Net of Tax of $1.8 million consists of $4.5 million from the sales of Resistoflex Aerospace and Westad offset by $2.7 million from the sale of unused property resulting from prior plant consolidations and certain legal costs associated with previous divestitures. |
CRANE CO.
Non-GAAP Financial Measures
(in thousands, except for per share amounts)
| | | | | | | | |
| | September 30, 2007 | | | December 31, 2006 | |
BALANCE SHEET ITEMS | | | | | | | | |
Notes Payable and Current Maturities of Long-Term Debt | | $ | 25,032 | | | $ | 9,505 | |
Long-Term Debt | | | 398,256 | | | | 391,760 | |
| | | | | | | | |
Total Debt | | | 423,288 | | | | 401,265 | |
Less Cash and Cash Equivalents | | | (162,248 | ) | | | (138,607 | ) |
| | | | | | | | |
Net Debt | | | 261,040 | | | | 262,658 | |
Shareholders' Equity | | | 806,154 | | | | 918,603 | |
| | | | | | | | |
Total Capitalization | | $ | 1,067,194 | | | $ | 1,181,261 | |
| | | | | | | | |
Percentage of Net Debt to Total Capitalization | | | 24.5 | % | | | 22.2 | % |
| | |
Shareholders' Equity | | $ | 806,154 | | | $ | 918,603 | |
Asbestos Provision, Net of Tax | | | 250,000 | | | | — | |
| | | | | | | | |
Shareholders' Equity before Asbestos Provision, Net of Tax | | | 1,056,154 | | | | 918,603 | |
Net Debt | | | 261,040 | | | | 262,658 | |
| | | | | | | | |
Total Capitalization before Asbestos Provision, Net of Tax | | $ | 1,317,194 | | | $ | 1,181,261 | |
| | | | | | | | |
Percentage of Net Debt to Total Capitalization before Asbestos Provision, Net of Tax | | | 19.8 | % | | | 22.2 | % |
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30 | | | Nine Months Ended September 30 | | | Year Ended December 31, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | | 2007 | | 2006 | |
| | | | | | | | | | | | | | (Estimated) | | | |
CASH FLOW ITEMS | | | | | | | | | | | | | | | | | | | | | | |
Cash Provided from Operating Activities before Asbestos - Related Payments, Net of Insurance | | $ | 83,458 | | | $ | 56,531 | | | $ | 139,007 | | | $ | 132,873 | | | $240,000 - 255,000 | | $ | 222,258 | |
Asbestos Related Payments, Net of Insurance Recoveries | | | (7,897 | ) | | | (20,877 | ) | | | (24,189 | ) | | | (29,957 | ) | | (51,500) | | | (40,563 | ) |
Equitas Receipts | | | — | | | | — | | | | 31,500 | | | | — | | | 31,500 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash Provided from Operating Activities | | | 75,561 | | | | 35,654 | | | | 146,318 | | | | 102,916 | | | $220,000 - 235,000 | | | 181,695 | |
Less: Capital Expenditures | | | (11,581 | ) | | | (5,311 | ) | | | (33,412 | ) | | | (22,312 | ) | | (45,000) | | | (27,171 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Free Cash Flow | | $ | 63,980 | | | $ | 30,343 | | | $ | 112,906 | | | $ | 80,604 | | | $175,000 - 190,000 | | $ | 154,524 | |
| | | | | | | | | | | | | | | | | | | | | | |
Certain non-GAAP measures have been provided to facilitate comparison with the prior year.
Free cash flow provides supplemental information to assist management and investors in analyzing the Company's ability to generate positive cash flow. Free cash flow is considered a measure of cash generation and should be considered in addition to, but not as a substitute for, certain measures reported in accordance with generally accepted accounting principles and may be inconsistent with similar measures presented by other companies.
CRANE CO.
Non-GAAP Financial Measures
(in thousands, except for per share amounts)
| | | | | | | | | | | | |
| | Twelve Months Ended December 31, | |
| | 2007 Guidance | | | 2006 | |
| | Low | | | High | | | | |
INCOME ITEMS: | | | | | | | | | | | | |
| | | |
Net Income (Loss) | | $ | (69,069 | ) | | $ | (64,869 | ) | | $ | 165,887 | |
Per Share | | $ | (1.15 | ) | | $ | (1.08 | ) | | $ | 2.67 | |
| | | |
Third Quarter Asbestos Provision—Net of Tax (a) | | | 250,000 | | | | 250,000 | | | | — | |
Per Share | | $ | 4.16 | | | $ | 4.16 | | | | | |
| | | |
Fourth Quarter Tax Impact of Asbestos Provision (b) | | | 3,583 | | | | 3,583 | | | | — | |
Per Share | | $ | 0.06 | | | $ | 0.06 | | | | | |
| | | |
Environmental Reimbursement—Net of Tax (c) | | | — | | | | — | | | | (3,185 | ) |
Per Share | | | | | | | | | | $ | (0.05 | ) |
| | | |
Government Settlement—Net of Tax (d) | | | 5,396 | | | | 5,396 | | | | — | |
Per Share | | $ | 0.09 | | | $ | 0.09 | | | | | |
| | | |
Net Gain on Divestitures—Net of Tax (e) | | | — | | | | — | | | | (1,779 | ) |
Per Share | | | | | | | | | | $ | (0.03 | ) |
| | | | | | | | | | | | |
Net Income before Asbestos Provision, Environmental Reimbursement, Government Settlement and Gain on Divestitures | | | 189,910 | | | | 194,110 | | | $ | 160,923 | |
| | | | | | | | | | | | |
Per Share | | $ | 3.16 | | | $ | 3.23 | | | | | |
| | | |
Per Diluted Share | | $ | 3.11 | | | $ | 3.18 | | | $ | 2.59 | |
In the forecasted twelve months ended December 31, 2007, Average Shares Outstanding excluding the dilutive effect of stock options were used to compute the per share amounts since the full year is forecasted to be in a loss position. Had net income been reported, Average Shares Outstanding would have included the dilutive effect of stock options when computing per share amounts (see chart below):
| | |
Average Basic Shares Outstanding | | 60,008 |
Effect of Dilutive Stock Options | | 1,087 |
| | |
Average Shares Outstanding including the effect of Stock Options | | 61,095 |
When considering the effect of dilutive stock options on shares outstanding, Net Income before Asbestos Provision, Environmental Reimbursement, Government Settlement and Gain on Divestitures is forecasted to be between $3.11 and $3.18 for the twelve months ended December 31, 2007.
(a) During the three months ended September 30, 2007, the Company recorded an Asbestos Provision.
(b) During the three months ended September 30, 2007, the Company recorded an Asbestos Provision which increased the Company’s annual effective tax rate. This amount represents the fourth quarter impact of that increase.
(c) During the three months ended September 30, 2006, the Company recorded a reimbursement from the US Government for environmental clean-up costs.
(d) During the three months ended June 30, 2007, the Company recorded a settlement with the US Government.
(e) Net Gain on Divestitures, Net of Tax of $1.8 million consists of $4.5 million from the sales of Resistoflex Aerospace and Westad offset by $2.7 million from the sale of unused property resulting from prior plant consolidations and certain legal costs.