Exhibit 99.2
CRANE CO.
Income Statement Data
(in thousands, except per share data)
| | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | 2007 | | 2006 | | 2007 | | 2006 |
Net Sales: | | | | | | | | | | | | |
Aerospace & Electronics | | $ | 161,296 | | $ | 145,892 | | $ | 628,859 | | $ | 566,372 |
Engineered Materials | | | 74,850 | | | 69,328 | | | 331,030 | | | 309,258 |
Merchandising Systems | | | 91,838 | | | 78,253 | | | 388,227 | | | 257,818 |
Fluid Handling | | | 300,860 | | | 255,302 | | | 1,135,843 | | | 999,413 |
Controls | | | 37,119 | | | 32,877 | | | 135,212 | | | 124,028 |
| | | | | | | | | | | | |
Total Net Sales | | $ | 665,963 | | $ | 581,652 | | $ | 2,619,171 | | $ | 2,256,889 |
| | | | | | | | | | | | |
| | | | |
Operating Profit (Loss): | | | | | | | | | | | | |
Aerospace & Electronics | | $ | 17,695 | | $ | 25,767 | | $ | 86,176 | | $ | 99,181 |
Engineered Materials | | | 8,626 | | | 11,700 | | | 58,339 | | | 50,252 |
Merchandising Systems | | | 8,386 | | | 428 | | | 39,684 | | | 17,529 |
Fluid Handling | | | 38,154 | | | 22,780 | | | 140,168 | | | 107,377 |
Foundry Restructuring | | | 19,083 | | | — | | | 19,083 | | | — |
| | | | | | | | | | | | |
Total Fluid Handling | | | 57,237 | | | 22,780 | | | 159,251 | | | 107,377 |
Controls | | | 1,570 | | | 2,699 | | | 9,901 | | | 10,052 |
Corporate | | | (9,837) | | | (9,909) | | | (51,945) | | | (36,455) |
Environmental Provision | | | (18,912) | | | — | | | (18,912) | | | — |
Asbestos Provision | | | — | | | — | | | (390,150) | | | — |
| | | | | | | | | | | | |
Total Operating Profit (Loss) | | | 64,765 | | | 53,465 | | | (107,656) | | | 247,936 |
| | | | |
Interest Income | | | 2,422 | | | 2,776 | | | 6,259 | | | 4,939 |
Interest Expense | | | (6,790) | | | (6,748) | | | (27,404) | | | (23,015) |
Miscellaneous—Net | | | 6,313 | | | 2,333 | | | 9,906 | | | 9,474 |
| | | | | | | | | | | | |
Income (Loss) Before Income Taxes | | | 66,710 | | | 51,826 | | | (118,895) | | | 239,334 |
Provision for Income Taxes | | | 21,483 | | | 13,844 | | | (56,553) | | | 73,447 |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | 45,227 | | $ | 37,982 | | $ | (62,342) | | $ | 165,887 |
| | | | | | | | | | | | |
| | | | |
Share Data: | | | | | | | | | | | | |
Net Income (Loss) per Diluted Share | | $ | 0.74 | | $ | 0.61 | | $ | (1.04) | | $ | 2.67 |
| | | | | | | | | | | | |
Average Diluted Shares Outstanding | | | 61,221 | | | 61,880 | | | 60,037 | | | 62,103 |
Average Basic Shares Outstanding | | | 60,093 | | | 60,839 | | | 60,037 | | | 60,906 |
| | | | |
Supplemental Data: | | | | | | | | | | | | |
Cost of Sales—Operations | | $ | 454,597 | | $ | 399,657 | | $ | 1,776,157 | | $ | 1,525,633 |
Environmental Provision | | | 18,912 | | | — | | | 18,912 | | | — |
Asbestos Provision | | | — | | | — | | | 390,150 | | | — |
Selling, General & Administrative | | | 146,762 | | | 128,530 | | | 560,681 | | | 483,320 |
Foundry Restructuring | | | 19,083 | | | — | | | 19,083 | | | — |
Depreciation and Amortization | | | 16,570 | | | 15,229 | | | 61,310 | | | 54,285 |
Stock Compensation Expense | | | 4,074 | | | 3,595 | | | 15,247 | | | 14,883 |
CRANE CO.
Condensed Balance Sheets
(in thousands)
| | | | | | |
| | December 31, 2007 | | December 31, 2006 |
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash and Cash Equivalents | | $ | 283,370 | | $ | 138,607 |
Accounts Receivable | | | 345,176 | | | 330,146 |
Current Insurance Receivable—Asbestos | | | 33,600 | | | 52,500 |
Inventories | | | 327,719 | | | 313,259 |
Other Current Assets | | | 47,757 | | | 45,897 |
| | | | | | |
Total Current Assets | | | 1,037,622 | | | 880,409 |
| | |
Property, Plant and Equipment | | | 292,683 | | | 289,555 |
Long-Term Insurance Receivable—Asbestos | | | 306,557 | | | 170,400 |
Long-Term Deferred Tax Assets | | | 220,370 | | | 171,164 |
Other Assets | | | 253,510 | | | 214,220 |
Goodwill | | | 766,550 | | | 704,736 |
| | | | | | |
Total Assets | | $ | 2,877,292 | | $ | 2,430,484 |
| | | | | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | |
Current Liabilities | | | | | | |
Notes Payable and Current Maturities of Long-Term Debt | | $ | 548 | | $ | 9,505 |
Accounts Payable | | | 177,978 | | | 161,270 |
Current Asbestos Liability | | | 84,000 | | | 70,000 |
Accrued Liabilities | | | 230,295 | | | 196,723 |
Income Taxes | | | 731 | | | 24,428 |
| | | | | | |
Total Current Liabilities | | | 493,552 | | | 461,926 |
| | |
Long-Term Debt | | | 398,301 | | | 391,760 |
Deferred Tax Liability | | | 31,880 | | | 89,595 |
Long-Term Asbestos Liability | | | 942,776 | | | 459,567 |
Other Liabilities | | | 125,980 | | | 109,033 |
Shareholders’ Equity | | | 884,803 | | | 918,603 |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 2,877,292 | | $ | 2,430,484 |
| | | | | | |
CRANE CO.
Condensed Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | | Twelve Months Ended December 31, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Operating Activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 45,227 | | | $ | 37,982 | | | $ | (62,342 | ) | | $ | 165,887 | |
Asbestos provision | | | — | | | | — | | | | 390,150 | | | | — | |
Environmental provision | | | 18,912 | | | | — | | | | 18,912 | | | | — | |
Foundry restructuring | | | (27,838 | ) | | | — | | | | (27,838 | ) | | | — | |
Gain on sale of joint venture | | | (4,144 | ) | | | — | | | | (4,144 | ) | | | — | |
Income from joint venture | | | (1,524 | ) | | | (1,116 | ) | | | (5,322 | ) | | | (5,641 | ) |
Loss/(Gain) on divestitures | | | — | | | | 453 | | | | 975 | | | | (8,478 | ) |
Depreciation and amortization | | | 16,570 | | | | 15,229 | | | | 61,310 | | | | 54,285 | |
Stock-based compensation expense | | | 4,074 | | | | 3,595 | | | | 15,247 | | | | 14,883 | |
Deferred income taxes | | | 27,602 | | | | 95 | | | | (112,641 | ) | | | 5,049 | |
Cash (used for) provided by operating working capital | | | 32,210 | | | | 34,782 | | | | (7,322 | ) | | | (835 | ) |
Other | | | (7,065 | ) | | | (1,635 | ) | | | (23,954 | ) | | | (2,892 | ) |
| | | | | | | | | | | | | | | | |
Subtotal | | | 104,024 | | | | 89,385 | | | | 243,031 | | | | 222,258 | |
Asbestos related payments, net of insurance recoveries | | | (17,509 | ) | | | (10,606 | ) | | | (10,198 | ) | | | (40,563 | ) |
| | | | | | | | | | | | | | | | |
Total provided by operating activities | | | 86,515 | | | | 78,779 | | | | 232,833 | | | | 181,695 | |
| | | | | | | | | | | | | | | | |
| | | | |
Investing Activities: | | | | | | | | | | | | | | | | |
Capital expenditures | | | (13,757 | ) | | | (4,859 | ) | | | (47,169 | ) | | | (27,171 | ) |
Proceeds from sale of equity investment | | | 32,996 | | | | — | | | | 32,996 | | | | — | |
Proceeds from disposition of capital assets | | | 36,827 | | | | 1,786 | | | | 48,437 | | | | 5,103 | |
Proceeds from divestitures | | | — | | | | — | | | | 2,005 | | | | 26,088 | |
Payment for acquisition, net of cash acquired | | | (332 | ) | | | (47,903 | ) | | | (65,498 | ) | | | (282,637 | ) |
| | | | | | | | | | | | | | | | |
Total used for investing activities | | | 55,734 | | | | (50,976 | ) | | | (29,229 | ) | | | (278,617 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Financing Activities: | | | | | | | | | | | | | | | | |
Dividends paid | | | (10,823 | ) | | | (9,131 | ) | | | (39,651 | ) | | | (33,596 | ) |
Reacquisition of shares on the open market | | | — | | | | (22,499 | ) | | | (50,001 | ) | | | (59,998 | ) |
Stock options exercised—net of shares reacquired | | | 4,955 | | | | 2,264 | | | | 15,057 | | | | 22,870 | |
Excess tax benefit from stock-based compensation | | | 2,897 | | | | 113 | | | | 6,978 | | | | 7,688 | |
Issuance of Debt | | | — | | | | 25,087 | | | | — | | | | 96,377 | |
Net increase / decrease in short-term debt | | | (24,184 | ) | | | 9,173 | | | | (8,992 | ) | | | 9,228 | |
| | | | | | | | | | | | | | | | |
Total used for financing activities | | | (27,155 | ) | | | 5,007 | | | | (76,609 | ) | | | 42,569 | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate on cash and cash equivalents | | | 6,028 | | | | 6,720 | | | | 17,768 | | | | 12,568 | |
| | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | 121,122 | | | | 39,530 | | | | 144,763 | | | | (41,785 | ) |
Cash and cash equivalents at beginning of period | | | 162,248 | | | | 99,077 | | | | 138,607 | | | | 180,392 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 283,370 | | | $ | 138,607 | | | $ | 283,370 | | | $ | 138,607 | |
| | | | | | | | | | | | | | | | |
CRANE CO.
Order Backlog
(in thousands)
| | | | | | |
| | December 31, 2007 | | December 31, 2006 |
Aerospace & Electronics | | $ | 392,822 | | $ | 396,799 |
Engineered Materials | | | 14,802 | | | 13,198 |
Merchandising Systems | | | 34,093 | | | 33,170 |
Fluid Handling | | | 242,591 | | | 210,532 |
Controls | | | 35,273 | | | 22,982 |
| | | | | | |
Total Backlog | | $ | 719,581 | | $ | 676,681 |
| | | | | | |
CRANE CO.
Non-GAAP Financial Measures
(in thousands, except for per share amounts)
| | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | | Twelve Months Ended December 31, | | | Percent Change Three and Twelve Months Ended December 31, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | | 2007 | | | 2007 | |
INCOME ITEMS | | | | | | | | | | | | | | | | | | | | | | |
Net Sales | | $ | 665,963 | | | $ | 581,652 | | | $ | 2,619,171 | | | $ | 2,256,889 | | | 14.5 | % | | 16.1 | % |
Operating Profit (Loss) - GAAP | | $ | 64,765 | | | $ | 53,465 | | | $ | (107,656 | ) | | $ | 247,936 | | | | | | | |
Special Items impacting Operating Profit: | | | | | | | | | | | | | | | | | | | | | | |
Asbestos Provision - Pre-Tax (a) | | | — | | | | — | | | | 390,150 | | | | — | | | | | | | |
Environmental Provision (b) | | | 18,912 | | | | — | | | | 18,912 | | | | | | | | | | | |
Environmental Reimbursement (c) | | | | | | | | | | | | | | | (4,900 | ) | | | | | | |
Foundry Restructuring Gain - Pre-Tax (d) | | | (19,083 | ) | | | — | | | | (19,083 | ) | | | — | | | | | | | |
Government Settlement - Pre-Tax (e) | | | — | | | | — | | | | 7,600 | | | | — | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Operating Profit before Special Items - Non-GAAP | | $ | 64,594 | | | $ | 53,465 | | | $ | 289,923 | | | $ | 243,036 | | | 20.8 | % | | 19.3 | % |
| | | | | | | | | | | | | | | | | | | | | | |
Percentage of Sales | | | 9.7 | % | | | 9.2 | % | | | 11.1 | % | | | 10.8 | % | | | | | | |
Net Income (Loss) - GAAP | | $ | 45,227 | | | $ | 37,982 | | | $ | (62,342 | ) | | $ | 165,887 | | | | | | | |
Per Share | | $ | 0.74 | | | $ | 0.61 | | | $ | (1.04 | ) | | $ | 2.67 | | | | | | | |
Special Items impacting Net Income: | | | | | | | | | | | | | | | | | | | | | | |
Asbestos Provision - Net of Tax (a) | | | 3,597 | | | | — | | | | 253,597 | | | | — | | | | | | | |
Per Share | | $ | 0.06 | | | | | | | $ | 4.22 | | | | | | | | | | | |
Environmental Provision - Net of Tax (b) | | | 12,293 | | | | — | | | | 12,293 | | | | — | | | | | | | |
Per Share | | $ | 0.20 | | | | | | | $ | 0.20 | | | | | | | | | | | |
Environmental Reimbursement - Net of Tax (c) | | | | | | | | | | | | | | | (3,185 | ) | | | | | | |
Per Share | | | | | | | | | | | | | | $ | (0.05 | ) | | | | | | |
Foundry Restructuring Gain - Net of Tax (d) | | | (18,402 | ) | | | — | | | | (18,402 | ) | | | — | | | | | | | |
Per Share | | $ | (0.30 | ) | | | — | | | $ | (0.31 | ) | | | | | | | | | | |
Government Settlement - Net of Tax (e) | | | — | | | | — | | | | 5,396 | | | | — | | | | | | | |
Per Share | | | | | | | | | | $ | 0.09 | | | | | | | | | | | |
Gain on Sale of Partnership Interest - Net of Tax (f) | | | (5,846 | ) | | | — | | | | (5,846 | ) | | | — | | | | | | | |
Per Share | | $ | (0.10 | ) | | | | | | $ | (0.10 | ) | | | | | | | | | | |
Tax Provision on Undistributed Foreign Earnings (g) | | | 10,400 | | | | — | | | | 10,400 | | | | — | | | | | | | |
Per Share | | $ | 0.17 | | | | | | | $ | 0.17 | | | | | | | | | | | |
Net Gain on Divestitures - Net of Tax (h) | | | — | | | | — | | | | — | | | | (1,779 | ) | | | | | | |
Per Share | | | | | | | | | | | | | | $ | (0.03 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Income before Special Items - Non-GAAP | | $ | 47,269 | | | $ | 37,982 | | | $ | 195,096 | | | $ | 160,923 | | | 24.5 | % | | 21.2 | % |
| | | | | | | | | | | | | | | | | | | | | | |
Per Basic Share | | $ | 0.79 | | | $ | 0.62 | | | $ | 3.25 | | | $ | 2.64 | | | | | | | |
Per Diluted Share | | $ | 0.77 | | | $ | 0.61 | | | $ | 3.19 | | | $ | 2.59 | | | 25.8 | % | | 23.2 | % |
In the twelve months ended December 31, 2007, Average Shares Outstanding excluding the effect of diluted stock options were used to compute the per share amounts since this period was in a loss position. Had net income been reported for the period, Average Shares Outstanding would have included the effect of diluted stock options when computing the per share amount (see chart below).
| | |
Average Basic Shares Outstanding | | 60,037 |
Effect of Diluted Stock Options | | 1,093 |
| | |
Average Shares Outstanding including the effect of Stock Options | | 61,130 |
When considering the effect of dilutive stock options on shares outstanding, Net Income before Special Items is $3.19 per share for the twelve months ended December 31, 2007.
| | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Twelve Months Ended December 31, | | | Full Year Guidance 2008 |
| | 2007 | | | 2006 | | 2007 | | | 2006 | | | Low | | High |
EBITDA (Non-GAAP) | | | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | 45,227 | | | $ | 37,982 | | $ | (62,342 | ) | | $ | 165,887 | | | $ | 214,500 | | $ | 224,000 |
Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 16,570 | | | | 15,229 | | | 61,310 | | | | 54,285 | | | | 69,000 | | | 69,000 |
Amortization of stock based compensation | | | 4,074 | | | | 3,595 | | | 15,247 | | | | 14,883 | | | | 15,700 | | | 15,700 |
Asbestos provision - pre-tax (a) | | | — | | | | — | | | 390,150 | | | | — | | | | — | | | — |
Environmental provision (b) | | | 18,912 | | | | — | | | 18,912 | | | | | | | | — | | | — |
Environmental Reimbursement (c) | | | — | | | | — | | | — | | | | (4,900 | ) | | | — | | | — |
Foundry restructuring gain - pre-tax (d) | | | (19,083 | ) | | | — | | | (19,083 | ) | | | — | | | | — | | | — |
Government settlement - pre-tax (e) | | | — | | | | — | | | 7,600 | | | | — | | | | — | | | — |
Gain on sale of partnership interest - pre-tax (f) | | | (4,144 | ) | | | — | | | (4,144 | ) | | | — | | | | — | | | — |
Interest expense, net | | | 4,368 | | | | 3,972 | | | 21,145 | | | | 18,076 | | | | 15,300 | | | 15,300 |
Provision for income taxes | | | 21,483 | | | | 13,844 | | | (56,553 | ) | | | 73,447 | | | | 96,400 | | | 100,600 |
| | | | | | | | | | | | | | | | | | | | | |
EBITDA | | $ | 87,407 | | | $ | 74,622 | | $ | 372,242 | | | $ | 321,678 | | | $ | 410,900 | | $ | 424,600 |
| | | | | | | | | | | | | | | | | | | | | |
(a) | During the three months ended September 30, 2007, the Company recorded an asbestos provision of $390 million. During the three months ended December 31, 2007, the Company recorded a tax expense related to the previously recorded Asbestos Provision recorded in the previous quarter. |
(b) | During the three months ended December 31, 2007, the Company recorded a charge related to an increase in the Company’s expected liability at its Goodyear, AZ Superfund site. |
(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 December 31, 2007, the Company recorded a net restructuring gain related to the consolidation of its remaining foundry operations in the UK and Canada. |
(e) | During the three months ended June 30, 2007, the Company recorded a settlement with the US Government, regarding alleged civil violations of the False Claims Act. |
(f) | During the three months ended December 31, 2007, the Company recorded a gain on the sale of its share of the Industrial Motion Control, LLC joint venture. |
(g) | During the three months ended December 31, 2007, the Company recorded an income tax provision related to the potential repatriation of foreign cash. |
(h) | During the three months ended June 30, 2006, the Company recorded a gain of $4.5 million related to the divestiture of two businesses, which was offset by a $2.7 million charge related to 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)
| | | | | | | | |
| | December 31, 2007 | | | December 31, 2006 | |
BALANCE SHEET ITEMS | | | | | | | | |
Notes Payable and Current Maturities of Long-Term Debt | | $ | 548 | | | $ | 9,505 | |
Long-Term Debt | | | 398,301 | | | | 391,760 | |
| | | | | | | | |
Total Debt | | | 398,849 | | | | 401,265 | |
Less Cash and Cash Equivalents | | | (283,370 | ) | | | (138,607 | ) |
| | | | | | | | |
Net Debt | | | 115,479 | | | | 262,658 | |
Shareholders’ Equity | | | 884,803 | | | | 918,603 | |
| | | | | | | | |
Net Capitalization | | $ | 1,000,282 | | | $ | 1,181,261 | |
| | | | | | | | |
Percentage of Net Debt to Net Capitalization | | | 11.5 | % | | | 22.2 | % |
Shareholders’ Equity | | $ | 884,803 | | | $ | 918,603 | |
Asbestos Provision, Net of Tax | | | 253,597 | | | | — | |
| | | | | | | | |
Shareholders’ Equity before Asbestos Provision, Net of Tax | | | 1,138,400 | | | | 918,603 | |
Net Debt | | | 115,479 | | | | 262,658 | |
| | | | | | | | |
Net Capitalization before Asbestos Provision, Net of Tax | | $ | 1,253,879 | | | $ | 1,181,261 | |
| | | | | | | | |
Percentage of Net Debt to Net Capitalization before Asbestos | | | | | | | | |
Provision, Net of Tax | | | 9.2 | % | | | 22.2 | % |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31 | | | Twelve Months Ended December 31 | | | Full Year Guidance 2008 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | |
CASH FLOW ITEMS | | | | | | | | | | | | | | | | | | | | |
Cash Provided from Operating Activities before Asbestos - Related Payments, Net of Insurance | | $ | 104,024 | | | $ | 89,385 | | | $ | 243,031 | | | $ | 222,258 | | | $ | 275,000 | |
Asbestos Related Payments, Net of Insurance Recoveries | | | (17,509 | ) | | | (10,606 | ) | | | (41,698 | ) | | | (40,563 | ) | | | (55,000 | ) |
Equitas Receipts | | | — | | | | — | | | | 31,500 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Cash Provided from Operating Activities | | | 86,515 | | | | 78,779 | | | | 232,833 | | | | 181,695 | | | | 220,000 | |
Less: Capital Expenditures | | | (13,757 | ) | | | (4,859 | ) | | | (47,169 | ) | | | (27,171 | ) | | | (50,000 | ) |
| | | | | | | | | | | | | | | | | | | | |
Free Cash Flow | | $ | 72,758 | | | $ | 73,920 | | | $ | 185,664 | | | $ | 154,524 | | | $ | 170,000 | |
| | | | | | | | | | | | | | | | | | | | |
The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. Management also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. In addition, Free Cash Flow and EBITDA provide supplemental information to assist management and investors in analyzing the Company’s ability to generate positive cash flow. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.