xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 31, 2013
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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
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| Three Months Ended |
| Nine Months Ended |
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| September 30, |
| September 30, |
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| 2012 |
| 2011 |
| 2012 |
| 2011 |
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Net sales |
| $ | 955.7 |
| $ | 935.4 |
| $ | 2,821.7 |
| $ | 2,617.4 |
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Costs and expenses: |
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Cost of sales |
| 719.7 |
| 712.3 |
| 2,126.9 |
| 1,990.3 |
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Engineering, selling and administrative expenses |
| 154.0 |
| 143.2 |
| 453.5 |
| 428.8 |
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Restructuring expense |
| 0.7 |
| 0.9 |
| 1.6 |
| 3.8 |
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Amortization expense |
| 9.5 |
| 9.9 |
| 28.6 |
| 29.2 |
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Other |
| 1.9 |
| 0.3 |
| 2.0 |
| 0.4 |
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Total operating costs and expenses |
| 885.8 |
| 866.6 |
| 2,612.6 |
| 2,452.5 |
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Earnings (loss) from operations |
| 69.9 |
| 68.8 |
| 209.1 |
| 164.9 |
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Other income (expenses): |
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Amortization of deferred financing fees |
| (2.0 | ) | (2.2 | ) | (6.1 | ) | (8.2 | ) | ||||
Interest expense |
| (34.4 | ) | (34.0 | ) | (101.2 | ) | (111.7 | ) | ||||
Loss on debt extinguishment |
| — |
| — |
| — |
| (27.8 | ) | ||||
Other income (expense), net |
| (0.2 | ) | 2.0 |
| 0.1 |
| 3.1 |
| ||||
Total other income (expenses) |
| (36.6 | ) | (34.2 | ) | (107.2 | ) | (144.6 | ) | ||||
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Earnings (loss) from continuing operations before taxes on income |
| 33.3 |
| 34.6 |
| 101.9 |
| 20.3 |
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Provision (benefit) for taxes on income |
| 13.7 |
| 12.9 |
| 41.0 |
| 13.8 |
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Earnings (loss) from continuing operations |
| 19.6 |
| 21.7 |
| 60.9 |
| 6.5 |
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Discontinued operations: |
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Earnings (loss) from discontinued operations, net of income taxes of $0.0, ($0.2), ($0.2) and ($2.1), respectively |
| 0.1 |
| (0.1 | ) | (0.4 | ) | (3.1 | ) | ||||
Gain (loss) on sale of discontinued operations, net of income taxes of $0.0, $0.0, $0.0 and $29.0, respectively |
| — |
| — |
| — |
| (33.6 | ) | ||||
Net earnings (loss) |
| 19.7 |
| 21.6 |
| 60.5 |
| (30.2 | ) | ||||
Less: Net loss attributable to noncontrolling interest, net of income taxes |
| (2.5 | ) | (2.1 | ) | (6.7 | ) | (4.1 | ) | ||||
Net earnings (loss) attributable to Manitowoc |
| $ | 22.2 |
| $ | 23.7 |
| $ | 67.2 |
| $ | (26.1 | ) |
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Amounts attributable to the Manitowoc common shareholders: |
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Earnings (loss) from continuing operations |
| $ | 22.1 |
| $ | 23.8 |
| $ | 67.6 |
| $ | 10.6 |
|
Earnings (loss) from discontinued operations, net of income taxes |
| 0.1 |
| (0.1 | ) | (0.4 | ) | (3.1 | ) | ||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| — |
| — |
| (33.6 | ) | ||||
Net earnings (loss) attributable to Manitowoc |
| $ | 22.2 |
| $ | 23.7 |
| $ | 67.2 |
| $ | (26.1 | ) |
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Basic earnings (loss) per common share: |
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Earnings (loss) from continuing operations attributable to Manitowoc common shareholders |
| $ | 0.17 |
| $ | 0.18 |
| $ | 0.52 |
| $ | 0.08 |
|
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 |
| — |
| — |
| — |
| (0.26 | ) | ||||
Earnings (loss) per share attributable to Manitowoc common shareholders |
| $ | 0.17 |
| $ | 0.18 |
| $ | 0.51 |
| $ | (0.20 | ) |
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Diluted earnings (loss) per common share: |
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Earnings (loss) from continuing operations attributable to Manitowoc common shareholders |
| $ | 0.17 |
| $ | 0.18 |
| $ | 0.51 |
| $ | 0.08 |
|
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 |
| — |
| — |
| — |
| (0.25 | ) | ||||
Earnings (loss) per share attributable to Manitowoc common shareholders |
| $ | 0.17 |
| $ | 0.18 |
| $ | 0.51 |
| $ | (0.20 | ) |
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Weighted average shares outstanding — basic |
| 130,704,895 |
| 130,510,828 |
| 130,610,592 |
| 130,464,015 |
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Weighted average shares outstanding — diluted |
| 132,602,292 |
| 133,036,277 |
| 132,576,695 |
| 133,584,302 |
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Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Net sales | $ | 898.0 | $ | 851.9 | |||
Costs and expenses: | |||||||
Cost of sales | 678.0 | 648.6 | |||||
Engineering, selling and administrative expenses | 158.1 | 146.9 | |||||
Amortization expense | 9.1 | 9.3 | |||||
Restructuring expense | 0.3 | 0.7 | |||||
Other | 0.3 | — | |||||
Total operating costs and expenses | 845.8 | 805.5 | |||||
Earnings from operations | 52.2 | 46.4 | |||||
Other income (expenses): | |||||||
Interest expense | (33.3 | ) | (33.0 | ) | |||
Amortization of deferred financing fees | (1.8 | ) | (2.0 | ) | |||
Loss on debt extinguishment | (0.4 | ) | — | ||||
Other income (expense), net | 1.6 | (1.8 | ) | ||||
Total other income (expenses) | (33.9 | ) | (36.8 | ) | |||
Earnings from continuing operations before taxes on income | 18.3 | 9.6 | |||||
Provision for taxes on income | 8.5 | 11.4 | |||||
Earnings (loss) from continuing operations | 9.8 | (1.8 | ) | ||||
Discontinued operations: | |||||||
Loss from discontinued operations, net of income taxes of $(0.1) and $0.2, respectively | (0.1 | ) | (0.4 | ) | |||
Loss on sale of discontinued operations, net of income taxes of $3.3 and $0.0, respectively | (1.6 | ) | — | ||||
Net earnings (loss) | 8.1 | (2.2 | ) | ||||
Less: Net loss attributable to noncontrolling interest, net of income taxes | (2.3 | ) | (1.9 | ) | |||
Net earnings (loss) attributable to Manitowoc | $ | 10.4 | $ | (0.3 | ) | ||
Amounts attributable to the Manitowoc common shareholders: | |||||||
Earnings from continuing operations | $ | 12.1 | $ | 0.1 | |||
Loss from discontinued operations, net of income taxes | (0.1 | ) | (0.4 | ) | |||
Loss on sale of discontinued operations, net of income taxes | (1.6 | ) | — | ||||
Net earnings (loss) attributable to Manitowoc | $ | 10.4 | $ | (0.3 | ) | ||
Basic earnings (loss) per common share: | |||||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders | $ | 0.09 | $ | — | |||
Loss from discontinued operations attributable to Manitowoc common shareholders | — | — | |||||
Loss on sale of discontinued operations, net of income taxes | (0.01 | ) | — | ||||
Earnings (loss) per share attributable to Manitowoc common shareholders | $ | 0.08 | $ | — | |||
Diluted earnings (loss) per common share: | |||||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders | $ | 0.09 | $ | — | |||
Loss from discontinued operations attributable to Manitowoc common shareholders | — | — | |||||
Loss on sale of discontinued operations, net of income taxes | (0.01 | ) | — | ||||
Earnings (loss) per share attributable to Manitowoc common shareholders | $ | 0.08 | $ | — | |||
Weighted average shares outstanding — basic | 132,306,735 | 130,550,681 | |||||
Weighted average shares outstanding — diluted | 134,993,057 | 133,681,776 |
THE MANITOWOC COMPANY, INC.
2012
|
| Three Months Ended |
| Nine Months Ended |
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|
| September 30, |
| September 30, |
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|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
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Net earnings (loss) |
| $ | 19.7 |
| $ | 21.6 |
| $ | 60.5 |
| $ | (30.2 | ) |
Other comprehensive income (loss), net of tax |
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Derivative instrument fair market value adjustment, net of income taxes of $2.0, $(4.3), $1.6 and $2.3, respectively |
| 4.0 |
| (8.8 | ) | 3.1 |
| 4.7 |
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Foreign currency translation adjustments |
| 24.9 |
| (31.8 | ) | 2.0 |
| 8.4 |
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Total other comprehensive income (loss), net of tax |
| 28.9 |
| (40.6 | ) | 5.1 |
| 13.1 |
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Comprehensive income (loss) |
| 48.6 |
| (19.0 | ) | 65.6 |
| (17.1 | ) | ||||
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Comprehensive income (loss) attributable to noncontrolling interest |
| (2.5 | ) | (2.1 | ) | (6.7 | ) | (4.1 | ) | ||||
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Comprehensive income (loss) attributable to Manitowoc |
| $ | 51.1 |
| $ | (16.9 | ) | $ | 72.3 |
| $ | (13.0 | ) |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Net earnings (loss) | $ | 8.1 | $ | (2.2 | ) | ||
Other comprehensive income (loss), net of tax | |||||||
Derivative instrument fair market value adjustment, net of income taxes of $(1.4) and $1.4, respectively | (2.6 | ) | 3.1 | ||||
Employee pension and postretirement benefits, net of income taxes of $0.3 and $0.2, respectively. | 1.0 | 0.8 | |||||
Foreign currency translation adjustments | (14.6 | ) | 16.5 | ||||
Total other comprehensive income (loss), net of tax | (16.2 | ) | 20.4 | ||||
Comprehensive income (loss) | (8.1 | ) | 18.2 | ||||
Comprehensive loss attributable to noncontrolling interest | (2.3 | ) | (1.9 | ) | |||
Comprehensive income (loss) attributable to Manitowoc | $ | (5.8 | ) | $ | 20.1 |
THE MANITOWOC COMPANY, INC.
|
| September 30, |
| December 31, |
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| 2012 |
| 2011 |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
| $ | 68.3 |
| $ | 68.6 |
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Marketable securities |
| 2.7 |
| 2.7 |
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Restricted cash |
| 10.1 |
| 7.2 |
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Accounts receivable, less allowances of $14.1 and $12.8, respectively |
| 339.3 |
| 297.0 |
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Inventories — net |
| 866.4 |
| 665.8 |
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Deferred income taxes |
| 115.7 |
| 117.8 |
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Other current assets |
| 98.0 |
| 77.8 |
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Total current assets |
| 1,500.5 |
| 1,236.9 |
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Property, plant and equipment — net |
| 561.6 |
| 568.2 |
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Goodwill |
| 1,230.5 |
| 1,229.7 |
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Other intangible assets — net |
| 822.9 |
| 851.8 |
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Other non-current assets |
| 139.7 |
| 144.6 |
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Total assets |
| $ | 4,255.2 |
| $ | 4,031.2 |
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Liabilities and Equity |
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Current Liabilities: |
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Accounts payable and accrued expenses |
| $ | 890.4 |
| $ | 868.7 |
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Current portion of long-term debt and short-term borrowings |
| 114.0 |
| 79.1 |
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Product warranties |
| 92.6 |
| 93.8 |
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Customer advances |
| 27.9 |
| 35.1 |
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Product liabilities |
| 28.5 |
| 26.8 |
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Total current liabilities |
| 1,153.4 |
| 1,103.5 |
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Non-Current Liabilities: |
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Long-term debt |
| 1,915.6 |
| 1,810.9 |
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Deferred income taxes |
| 267.7 |
| 266.7 |
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Pension obligations |
| 89.8 |
| 90.6 |
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Postretirement health and other benefit obligations |
| 61.0 |
| 59.8 |
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Long-term deferred revenue |
| 34.0 |
| 34.2 |
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Other non-current liabilities |
| 164.0 |
| 175.8 |
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Total non-current liabilities |
| 2,532.1 |
| 2,438.0 |
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Commitments and contingencies (Note 14) |
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Total Equity: |
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Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 132,473,053 and 131,884,765 shares outstanding, respectively) |
| 1.4 |
| 1.4 |
| ||
Additional paid-in capital |
| 484.2 |
| 470.8 |
| ||
Accumulated other comprehensive income (loss) |
| (9.9 | ) | (15.0 | ) | ||
Retained earnings |
| 197.0 |
| 129.8 |
| ||
Treasury stock, at cost (30,702,875 and 31,291,163 shares, respectively) |
| (86.4 | ) | (87.4 | ) | ||
Total Manitowoc stockholders’ equity |
| 586.3 |
| 499.6 |
| ||
Noncontrolling interest |
| (16.6 | ) | (9.9 | ) | ||
Total equity |
| 569.7 |
| 489.7 |
| ||
Total liabilities and equity |
| $ | 4,255.2 |
| $ | 4,031.2 |
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March 31, 2013 | December 31, 2012 | ||||||
Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 101.3 | $ | 73.4 | |||
Marketable securities | 2.7 | 2.7 | |||||
Restricted cash | 10.9 | 10.6 | |||||
Accounts receivable, less allowances of $13.4 and $13.5, respectively | 342.6 | 332.7 | |||||
Inventories — net | 802.0 | 707.6 | |||||
Deferred income taxes | 90.2 | 89.0 | |||||
Other current assets | 97.8 | 105.2 | |||||
Current assets of discontinued operation | — | 6.8 | |||||
Total current assets | 1,447.5 | 1,328.0 | |||||
Property, plant and equipment — net | 555.3 | 556.1 | |||||
Goodwill | 1,207.0 | 1,210.7 | |||||
Other intangible assets — net | 783.1 | 796.4 | |||||
Other non-current assets | 129.5 | 130.3 | |||||
Long-term assets of discontinued operation | — | 35.8 | |||||
Total assets | $ | 4,122.4 | $ | 4,057.3 | |||
Liabilities and Equity | |||||||
Current Liabilities: | |||||||
Accounts payable and accrued expenses | $ | 867.6 | $ | 912.9 | |||
Current portion of long-term debt and short-term borrowings | 85.6 | 92.8 | |||||
Product warranties | 82.2 | 82.1 | |||||
Customer advances | 25.2 | 24.2 | |||||
Product liabilities | 28.5 | 27.9 | |||||
Current liabilities of discontinued operation | — | 6.0 | |||||
Total current liabilities | 1,089.1 | 1,145.9 | |||||
Non-Current Liabilities: | |||||||
Long-term debt | 1,867.1 | 1,732.0 | |||||
Deferred income taxes | 220.5 | 223.0 | |||||
Pension obligations | 113.5 | 114.3 | |||||
Postretirement health and other benefit obligations | 53.2 | 53.4 | |||||
Long-term deferred revenue | 40.8 | 37.7 | |||||
Other non-current liabilities | 157.8 | 161.1 | |||||
Long-term liabilities of discontinued operation | — | 8.6 | |||||
Total non-current liabilities | 2,452.9 | 2,330.1 | |||||
Commitments and contingencies (Note 14) | |||||||
Total Equity: | |||||||
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 133,501,949 and 132,769,478 shares outstanding, respectively) | 1.4 | 1.4 | |||||
Additional paid-in capital | 492.2 | 486.9 | |||||
Accumulated other comprehensive income (loss) | (45.6 | ) | (29.4 | ) | |||
Retained earnings | 232.5 | 222.1 | |||||
Treasury stock, at cost (29,673,979 and 30,406,450 shares, respectively) | (78.8 | ) | (80.7 | ) | |||
Total Manitowoc stockholders’ equity | 601.7 | 600.3 | |||||
Noncontrolling interest | (21.3 | ) | (19.0 | ) | |||
Total equity | 580.4 | 581.3 | |||||
Total liabilities and equity | $ | 4,122.4 | $ | 4,057.3 |
2012
|
| Nine Months Ended |
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|
| September 30, |
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|
| 2012 |
| 2011 |
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Cash Flows from Operations: |
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Net earnings (loss) |
| $ | 60.5 |
| $ | (30.2 | ) |
Adjustments to reconcile net earnings (loss) to cash provided by (used for) operating activities of continuing operations: |
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Discontinued operations, net of income taxes |
| 0.4 |
| 3.1 |
| ||
Depreciation |
| 51.4 |
| 62.6 |
| ||
Amortization of intangible assets |
| 28.6 |
| 29.2 |
| ||
Deferred income taxes |
| 1.8 |
| (4.5 | ) | ||
Loss (gain) on sale of property, plant and equipment |
| 0.8 |
| (0.5 | ) | ||
Restructuring expense |
| 1.6 |
| 3.8 |
| ||
Amortization of deferred financing fees |
| 6.1 |
| 8.2 |
| ||
Loss on debt extinguishment |
| — |
| 27.8 |
| ||
Loss on sale of discontinued operations |
| — |
| 33.6 |
| ||
Stock-based compensation expense |
| 11.8 |
| 11.0 |
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Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures: |
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Accounts receivable |
| (42.1 | ) | (129.0 | ) | ||
Inventories |
| (200.9 | ) | (254.3 | ) | ||
Other assets |
| (15.5 | ) | (5.4 | ) | ||
Accounts payable |
| 3.4 |
| 124.9 |
| ||
Accrued expenses and other liabilities |
| 21.6 |
| (43.9 | ) | ||
Net cash provided by (used for) operating activities of continuing operations |
| (70.5 | ) | (163.6 | ) | ||
Net cash provided by (used for) operating activities of discontinued operations |
| (0.4 | ) | (18.7 | ) | ||
Net cash provided by (used for) operating activities |
| (70.9 | ) | (182.3 | ) | ||
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Cash Flows from Investing: |
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Capital expenditures |
| (50.3 | ) | (32.3 | ) | ||
Restricted cash |
| (2.9 | ) | 0.2 |
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Proceeds from sale of business |
| — |
| 143.6 |
| ||
Proceeds from sale of property, plant and equipment |
| 0.7 |
| 5.8 |
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Net cash provided by (used for) investing activities |
| (52.5 | ) | 117.3 |
| ||
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Cash Flows from Financing: |
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Proceeds from revolving credit facility |
| 123.4 |
| 98.0 |
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Proceeds from swap monetization |
| 14.8 |
| 21.5 |
| ||
(Payments on) long-term debt |
| (70.3 | ) | (861.6 | ) | ||
Proceeds from long-term debt |
| 73.1 |
| 835.6 |
| ||
(Payments on) notes financing |
| (21.5 | ) | (7.3 | ) | ||
Debt issuance costs |
| (0.3 | ) | (14.3 | ) | ||
Exercises of stock options |
| 2.6 |
| 1.6 |
| ||
Net cash provided by (used for) financing activities of continuing operations |
| 121.8 |
| 73.5 |
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Effect of exchange rate changes on cash |
| 1.3 |
| (2.1 | ) | ||
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Net increase (decrease) in cash and cash equivalents |
| (0.3 | ) | 6.4 |
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Balance at beginning of period |
| 68.6 |
| 83.7 |
| ||
Balance at end of period |
| $ | 68.3 |
| $ | 90.1 |
|
2013 2012 Cash Flows from Operations: Net earnings (loss) $ 8.1 $ (2.2 ) Adjustments to reconcile net earnings (loss) to cash used for operating activities of continuing operations: Discontinued operations, net of income taxes 0.1 0.4 Depreciation 20.1 17.8 Amortization of intangible assets 9.1 9.3 Amortization of deferred financing fees 1.8 2.0 Deferred income taxes (0.3 ) (1.8 ) Loss on early debt extinguishment 0.4 — Loss on sale of property, plant and equipment 0.6 0.4 Loss on sale of discontinued operations 1.6 — Stock-based compensation expense 4.5 4.9 Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures: Accounts receivable (12.9 ) (18.4 ) Inventories (102.3 ) (99.7 ) Other assets (2.4 ) (20.8 ) Accounts payable 5.0 6.6 Accrued expenses and other liabilities (39.4 ) (28.5 ) Net cash used for operating activities of continuing operations (106.0 ) (130.0 ) Net cash provided by (used for) operating activities of discontinued operations (1.9 ) 0.1 Net cash used for operating activities (107.9 ) (129.9 ) Cash Flows from Investing: Capital expenditures (21.2 ) (14.2 ) Proceeds from sale of property, plant and equipment 0.6 — Restricted cash (0.5 ) 0.1 Proceeds from sale of business 39.2 — Net cash provided by (used for) investing activities 18.1 (14.1 ) Cash Flows from Financing: Proceeds from revolving credit facility 149.7 147.9 Payments on long-term debt (29.5 ) (26.7 ) Proceeds from long-term debt 9.1 34.2 Payments on notes financing (14.3 ) (11.5 ) Debt issuance costs — (0.1 ) Exercises of stock options 2.7 1.2 Net cash provided by financing activities 117.7 145.0 Effect of exchange rate changes on cash — 1.2 Net increase in cash and cash equivalents 27.9 2.2 Balance at beginning of period 73.4 68.6 Balance at end of period $ 101.3 $ 70.8
6
THE MANITOWOC COMPANY, INC.
2012
Revision of Prior Period Financial Statements:
follows (Note: The figures noted below have not been adjusted for the results of the Jackson business, which has been classified as discontinued operations for all periods presented. See further detail at Note 2, "Discontinued Operations."):
March 31, 2012
.(c) At DecemberMarch 31, 2011: Decrease2012
2. Discontinued Operations
On January 14, 2011, the company closed the previously announced divestiture of its Kysor/Warren and Kysor/Warren de Mexico (collectively “Kysor/Warren”) businesses, which manufacture frozen, medium temperature and heated display merchandisers, mechanical refrigeration systems and remote mechanical and electrical houses to Lennox International for approximately $145 million, including a preliminary working capital adjustment.B. The transaction resulted in a $34.6
Three Months Ended March 31, | ||||||||
(in millions) | 2013 | 2012 | ||||||
Net sales | $ | 2.5 | $ | 8.2 | ||||
Pretax earnings from discontinued operation | $ | 0.1 | $ | 0.2 | ||||
Provision for taxes on earnings | — | 0.3 | ||||||
Net earnings (loss) from discontinued operation | $ | 0.1 | $ | (0.1 | ) |
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales |
| $ | — |
| $ | — |
| $ | — |
| $ | 3.3 |
|
|
|
|
|
|
|
|
|
|
| ||||
Pretax earnings (loss) from discontinued operation |
| $ | — |
| $ | (0.1 | ) | $ | (0.4 | ) | $ | (4.2 | ) |
Provision (benefit) for taxes on earnings |
| — |
| (0.1 | ) | (0.1 | ) | (1.7 | ) | ||||
Net earnings (loss) from discontinued operation |
| $ | — |
| $ | — |
| $ | (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 nine-months ended September 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.
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
|
|
| ||||
Pretax earnings (loss) from discontinued operation |
| $ | 0.1 |
| $ | (0.2 | ) | $ | (0.2 | ) | $ | (1.0 | ) |
Provision (benefit) for taxes on earnings |
| — |
| (0.1 | ) | (0.1 | ) | (0.4 | ) | ||||
Net earnings (loss) from discontinued operation |
| $ | 0.1 |
| $ | (0.1 | ) | $ | (0.1 | ) | $ | (0.6 | ) |
Three Months Ended March 31, | ||||||||
(in millions) | 2013 | 2012 | ||||||
Net sales | $ | — | $ | — | ||||
Pretax loss from discontinued operations | $ | (0.3 | ) | $ | (0.4 | ) | ||
Provision (benefit) for taxes on earnings | (0.1 | ) | (0.1 | ) | ||||
Net loss from discontinued operations | $ | (0.2 | ) | $ | (0.3 | ) |
|
| Fair Value as of September 30, 2012 |
| ||||||||||
(in millions) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Current Assets: |
|
|
|
|
|
|
|
|
| ||||
Foreign currency exchange contracts |
| $ | — |
| $ | 1.7 |
| $ | — |
| $ | 1.7 |
|
Commodity contracts |
| — |
| 0.1 |
| — |
| 0.1 |
| ||||
Marketable securities |
| 2.6 |
| — |
| — |
| 2.6 |
| ||||
Total current assets at fair value |
| $ | 2.6 |
| $ | 1.8 |
| $ | — |
| $ | 4.4 |
|
|
|
|
|
|
|
|
|
|
| ||||
Non-Current Assets: |
|
|
|
|
|
|
|
|
| ||||
Interest rate cap contracts |
| $ | — |
| $ | 0.7 |
| $ | — |
| $ | 0.7 |
|
Total non-current assets at fair value |
| $ | — |
| $ | 0.7 |
| $ | — |
| $ | 0.7 |
|
|
|
|
|
|
|
|
|
|
| ||||
Current Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Foreign currency exchange contracts |
| $ | — |
| $ | 1.8 |
| $ | — |
| $ | 1.8 |
|
Commodity contracts |
| — |
| 1.4 |
| — |
| 1.4 |
| ||||
Interest rate swap contracts |
| — |
| 2.5 |
| — |
| 2.5 |
| ||||
Total current liabilities at fair value |
| $ | — |
| $ | 5.7 |
| $ | — |
| $ | 5.7 |
|
|
| 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 |
|
Fair Value as of March 31, 2013 | |||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Current Assets: | |||||||||||||||
Foreign currency exchange contracts | $ | — | $ | 1.0 | $ | — | $ | 1.0 | |||||||
Marketable securities | 2.7 | — | — | 2.7 | |||||||||||
Total current assets at fair value | $ | 2.7 | $ | 1.0 | $ | — | $ | 3.7 | |||||||
Current Liabilities: | |||||||||||||||
Foreign currency exchange contracts | $ | — | $ | 4.1 | $ | — | $ | 4.1 | |||||||
Commodity contracts | — | 1.1 | — | 1.1 | |||||||||||
Total current liabilities at fair value | $ | — | $ | 5.2 | $ | — | $ | 5.2 | |||||||
Non-current Liabilities: | |||||||||||||||
Interest rate swap contracts | $ | — | $ | 2.5 | $ | — | $ | 2.5 | |||||||
Total Non-current liabilities at fair value | $ | — | $ | 2.5 | $ | — | $ | 2.5 |
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 |
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 |
considered to be unavoidable.
|
| Units Hedged |
|
|
|
|
| ||
Commodity |
| September 30, 2012 |
| December 31, 2011 |
|
|
| Type |
|
Aluminum |
| 1,501 |
| 1,254 |
| MT |
| Cash Flow |
|
Copper |
| 513 |
| 684 |
| MT |
| Cash Flow |
|
Natural Gas |
| 227,127 |
| 346,902 |
| MMBtu |
| Cash Flow |
|
Steel |
| 10,758 |
| 8,231 |
| Tons |
| Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
|
| Units Hedged |
|
|
|
|
| ||
Short Currency |
| September 30, 2012 |
| December 31, 2011 |
| Type |
|
|
|
Canadian Dollar |
| 7,681,869 |
| 25,083,644 |
| Cash Flow |
|
|
|
European Euro |
| 80,882,410 |
| 67,565,453 |
| Cash Flow |
|
|
|
South Korean Won |
| 2,552,218,195 |
| 3,224,015,436 |
| Cash Flow |
|
|
|
Singapore Dollar |
| 4,800,000 |
| 4,800,000 |
| Cash Flow |
|
|
|
United States Dollar |
| 2,701,939 |
| 5,538,777 |
| Cash Flow |
|
|
|
Chinese Renminbi |
| 59,595,280 |
| 111,177,800 |
| Cash Flow |
|
|
|
Units Hedged | |||||||||
Commodity | March 31, 2013 | December 31, 2012 | Type | ||||||
Aluminum | 1,440 | 1,382 | MT | Cash Flow | |||||
Copper | 489 | 515 | MT | Cash Flow | |||||
Natural Gas | 119,259 | 158,670 | MMBtu | Cash Flow | |||||
Steel | 9,337 | 10,041 | Tons | Cash Flow |
Units Hedged | ||||||||
Short Currency | March 31, 2013 | December 31, 2012 | Type | |||||
Canadian Dollar | 13,901,502 | 9,351,126 | Cash Flow | |||||
European Euro | 92,098,840 | 66,389,190 | Cash Flow | |||||
South Korean Won | 2,871,077,158 | 2,595,874,455 | Cash Flow | |||||
Singapore Dollar | 4,800,000 | 4,800,000 | Cash Flow | |||||
United States Dollar | 1,316,397 | 2,398,273 | Cash Flow | |||||
Chinese Renminbi | 120,026,757 | 187,640,472 | Cash Flow |
InFacility without the third quarterbenefit of 2011,the interest rate cap.
2018 and 2020Senior Notes and will be amortized against interest expense over the life of the original swap. The company subsequently entered new interest rate swaps.
In the third quarter of 2012, the company further monetized the derivative asset related to certain portions of its fixed-to-float interest rate swaps related to its 2018 and 2020 Notes and received $14.8 million in the quarter. Consistent with the prior year monetization, the company treated the gaindue 2022 that were designated as an increase to the debt balances for each of the 2018 and 2020 notes, which will be amortized against interest expense over the life of the original swaps.
fair value hedges.
|
| Units Hedged |
|
|
|
|
| ||
Short Currency |
| September 30, |
| December 31, |
| Recognized Location |
| Purpose |
|
British Pound |
| 7,100,000 |
| — |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
Euro |
| 35,378,670 |
| 33,150,213 |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
United States Dollar |
| — |
| 6,000,000 |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
Australian Dollar |
| 1,988,000 |
| 7,569,912 |
| Other income, net |
| Accounts Payable and Receivable Settlement |
|
Units Hedged | ||||||||||
Short Currency | March 31, 2013 | December 31, 2012 | Recognized Location | Purpose | ||||||
Euro | 30,005,131 | 24,540,841 | Other income, net | Accounts Payable and Receivable Settlement | ||||||
United States Dollar | 8,817,000 | 6,432,000 | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Pound Sterling | 9,100,000 | 11,100,000 | Other income, net | Accounts Payable and Receivable Settlement | ||||||
Chinese Renminbi | 65,000,000 | — | Other income, net | Accounts Payable and Receivable Settlement |
|
|
|
| ASSET DERIVATIVES |
| ||||
|
|
|
| September 30, 2012 |
| December 31, 2011 |
| ||
(in millions) |
| Balance Sheet Location |
| Fair Value |
| ||||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
| ||
Foreign exchange contracts |
| Other current assets |
| $ | 1.3 |
| $ | 0.6 |
|
Commodity contracts |
| Other current assets |
| 0.1 |
| — |
| ||
Interest rate swap contracts: Fixed-to-float |
| Other non-current assets |
| — |
| 0.5 |
| ||
Interest rate cap contracts |
| Other non-current assets |
| 0.7 |
| 0.3 |
| ||
Total derivatives designated as hedging instruments |
|
|
| $ | 2.1 |
| $ | 1.4 |
|
|
|
|
| ASSET DERIVATIVES |
| ||||
|
|
|
| September 30, 2012 |
| December 31, 2011 |
| ||
(in millions) |
| Balance Sheet Location |
| Fair Value |
| ||||
Derivatives NOT designated as hedging instruments |
|
|
|
|
|
|
| ||
Foreign exchange contracts |
| Other current assets |
| $ | 0.4 |
| $ | 0.1 |
|
Total derivatives NOT designated as hedging instruments |
|
|
| $ | 0.4 |
| $ | 0.1 |
|
|
|
|
|
|
|
|
| ||
Total asset derivatives |
|
|
| $ | 2.5 |
| $ | 1.5 |
|
ASSET DERIVATIVES | ||||||||||
March 31, 2013 | December 31, 2012 | |||||||||
(in millions) | Balance Sheet Location | Fair Value | ||||||||
Derivatives designated as hedging instruments | ||||||||||
Foreign exchange contracts | Other current assets | $ | 0.9 | $ | 2.6 | |||||
Total derivatives designated as hedging instruments | $ | 0.9 | $ | 2.6 |
ASSET DERIVATIVES | ||||||||||
March 31, 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 | $ | 1.0 | $ | 2.9 |
|
|
|
| LIABILITY DERIVATIVES |
| ||||
|
|
|
| September 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 |
| $ | 1.7 |
| $ | 5.2 |
|
Commodity contracts |
| Accounts payable and accrued expenses |
| 1.3 |
| 2.5 |
| ||
Total derivatives designated as hedging instruments |
|
|
| $ | 3.0 |
| $ | 7.7 |
|
|
|
|
| LIABILITY DERIVATIVES |
| ||||
|
|
|
| September 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 |
| $ | 0.2 |
| $ | 1.6 |
|
Interest rate swap contracts: Float-to-fixed |
| Accounts payable and accrued expenses |
| 2.5 |
| 9.5 |
| ||
Total derivatives NOT designated as hedging instruments |
|
|
| $ | 2.7 |
| $ | 11.1 |
|
|
|
|
|
|
|
|
| ||
Total liability derivatives |
|
|
| $ | 5.7 |
| $ | 18.8 |
|
LIABILITY DERIVATIVES March 31, 2013 December 31, 2012 (in millions) Balance Sheet Location Fair Value Derivatives designated as hedging instruments Foreign exchange contracts Accounts payable and accrued expenses $ 2.4 $ 0.4 Commodity contracts Accounts payable and accrued expenses 1.1 0.8 Interest Rate Swap Contracts: Fixed-to-Float Other non-current liabilities $ — $ 1.1 Total derivatives designated as hedging instruments $ 3.5 $ 2.3
LIABILITY DERIVATIVES | ||||||||||
March 31, 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 | $ | 1.7 | $ | 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 | 2.5 | — | |||||||
Total derivatives NOT designated as hedging instruments | $ | 4.2 | $ | 0.8 | ||||||
Total liability derivatives | $ | 7.7 | $ | 3.1 |
|
| Amount of Gain or (Loss) on Derivative |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Reclassified |
| ||||||||
Derivatives in Cash Flow Hedging |
| September 30, |
| September 30, |
| OCI into Income |
| September 30, |
| September 30, |
| ||||
Foreign exchange contracts |
| $ | 2.7 |
| $ | (6.1 | ) | Cost of sales |
| $ | (3.6 | ) | $ | 0.7 |
|
Interest rate swap & cap contracts |
| — |
| 0.2 |
| Interest expense |
| — |
| — |
| ||||
Commodity contracts |
| 0.9 |
| (2.0 | ) | Cost of sales |
| (0.8 | ) | (0.1 | ) | ||||
Total |
| $ | 3.6 |
| $ | (7.9 | ) |
|
| $ | (4.4 | ) | $ | 0.6 |
|
Derivatives |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) on Derivative Recognized in |
| ||||
Relationships (in millions) |
| Effectiveness Testing) |
| September 30, 2012 |
| September 30, 2011 |
| ||
Commodity contracts |
| Cost of sales |
| $ | (0.1 | ) | $ | (0.1 | ) |
Total |
|
|
| $ | (0.1 | ) | $ | (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 |
| September 30, 2012 |
| September 30, 2011 |
| ||
Foreign exchange contracts |
| Other income |
| $ | 0.3 |
| $ | 1.5 |
|
Interest rate swaps |
| Other income |
| 2.3 |
| 2.4 |
| ||
Total |
|
|
| $ | 2.6 |
| $ | 3.9 |
|
The effect of derivative instruments on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2012 and September 30, 2011 for gains or losses initially recognized in Other Comprehensive Income (OCI) in the Condensed Consolidated Balance Sheet was as follows:
|
| Amount of Gain or (Loss) on Derivative |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Reclassified |
| ||||||||
Derivatives in Cash Flow Hedging |
| September 30, |
| September 30, |
| OCI into Income |
| September 30, |
| September 30, |
| ||||
Foreign exchange contracts |
| $ | 2.5 |
| $ | (4.2 | ) | Cost of sales |
| $ | (6.9 | ) | $ | (4.2 | ) |
Interest rate swap & cap contracts |
| (0.1 | ) | 1.3 |
| Interest expense |
| — |
| (7.9 | ) | ||||
Commodity contracts |
| 0.7 |
| (2.3 | ) | Cost of sales |
| (2.2 | ) | 0.8 |
| ||||
Total |
| $ | 3.1 |
| $ | (5.2 | ) |
|
| $ | (9.1 | ) | $ | (11.3 | ) |
12
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) | March 31, 2013 | March 31, 2012 | OCI into Income (Effective Portion) | March 31, 2013 | March 31, 2012 | |||||||||||||
Foreign exchange contracts | $ | (2.3 | ) | $ | 2.2 | Cost of sales | $ | 0.3 | $ | (0.8 | ) | |||||||
Interest rate swap & cap contracts | — | (0.1 | ) | Interest expense | — | — | ||||||||||||
Commodity contracts | (0.1 | ) | 2.5 | Cost of sales | (0.5 | ) | (0.7 | ) | ||||||||||
Total | $ | (2.4 | ) | $ | 4.6 | $ | (0.2 | ) | $ | (1.5 | ) |
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) | March 31, 2013 | March 31, 2012 | |||||||
Commodity contracts | Cost of sales | $ | — | $ | (0.1 | ) | ||||
Total | $ | — | $ | (0.1 | ) |
Derivatives |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Recognized in Income on |
| ||||
Relationships (in millions) |
| Effectiveness Testing) |
| September 30, 2012 |
| September 30, 2011 |
| ||
Commodity contracts |
| Cost of sales |
| $ | (0.2 | ) | $ | (0.1 | ) |
Total |
|
|
| $ | (0.2 | ) | $ | (0.1 | ) |
Derivatives Not Designated as |
| Location of Gain or (Loss) |
| Amount of Gain or (Loss) Recognized in Income on |
| ||||
Hedging Instruments (in millions) |
| Derivative |
| September 30, 2012 |
| September 30, 2011 |
| ||
Foreign exchange contracts |
| Other income |
| $ | (1.2 | ) | $ | (1.2 | ) |
Interest rate swaps |
| Other income |
| 6.9 |
| $ | 2.4 |
| |
Total |
|
|
| $ | 5.7 |
| $ | 1.2 |
|
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 | March 31, 2013 | March 31, 2012 | |||||||
Foreign exchange contracts | Other income | $ | (0.2 | ) | $ | (0.8 | ) | |||
Interest rate swaps | Other income | — | 2.3 | |||||||
Total | $ | (0.2 | ) | $ | 1.5 |
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 |
| September 30, 2012 |
| September 30, 2011 |
| ||
Interest rate swap contracts |
| Interest expense |
| $ | — |
| $ | 7.1 |
|
Total |
|
|
| $ | — |
| $ | 7.1 |
|
The effect of Fair Market Value designated derivative instruments on the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2012 and September 30, 2011 for gains or losses recognized through income was as follows:
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 |
| September 30, 2012 |
| September 30, 2011 |
| ||
Interest rate swap contracts |
| Interest expense |
| $ | 11.5 |
| $ | 18.8 |
|
Total |
|
|
| $ | 11.5 |
| $ | 18.8 |
|
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 | March 31, 2013 | March 31, 2012 | |||||||
Interest rate swap contracts | Interest expense | $ | (1.3 | ) | $ | (3.8 | ) | |||
Total | $ | (1.3 | ) | $ | (3.8 | ) |
|
| September 30, |
| December 31, |
| ||
(in millions) |
| 2012 |
| 2011 |
| ||
Inventories — gross: |
|
|
|
|
| ||
Raw materials |
| $ | 257.8 |
| $ | 246.8 |
|
Work-in-process |
| 228.7 |
| 168.1 |
| ||
Finished goods |
| 487.5 |
| 357.6 |
| ||
Total inventories — gross |
| 974.0 |
| 772.5 |
| ||
Excess and obsolete inventory reserve |
| (73.1 | ) | (75.3 | ) | ||
Net inventories at FIFO cost |
| 900.9 |
| 697.2 |
| ||
Excess of FIFO costs over LIFO value |
| (34.5 | ) | (31.4 | ) | ||
Inventories — net |
| $ | 866.4 |
| $ | 665.8 |
|
(in millions) | March 31, 2013 | December 31, 2012 | ||||||
Inventories — gross: | ||||||||
Raw materials | $ | 239.0 | $ | 231.1 | ||||
Work-in-process | 187.9 | 149.7 | ||||||
Finished goods | 482.2 | 437.6 | ||||||
Total inventories — gross | 909.1 | 818.4 | ||||||
Excess and obsolete inventory reserve | (70.9 | ) | (74.2 | ) | ||||
Net inventories at FIFO cost | 838.2 | 744.2 | ||||||
Excess of FIFO costs over LIFO value | (36.2 | ) | (36.6 | ) | ||||
Inventories — net | $ | 802.0 | $ | 707.6 |
ended March 31, 2012, June 30, 2012, and September 30, 20122013 are as follows:
(in millions) |
| Crane |
| Foodservice |
| Total |
| |||
Gross balance as of January 1, 2011 |
| $ | 343.9 |
| $ | 1,414.5 |
| $ | 1,758.4 |
|
Restructuring reserve adjustment |
| — |
| (3.0 | ) | (3.0 | ) | |||
Foreign currency impact |
| (5.1 | ) | (0.3 | ) | (5.4 | ) | |||
Gross balance as of December 31, 2011 |
| $ | 338.8 |
| $ | 1,411.2 |
| $ | 1,750.0 |
|
Asset impairments |
| — |
| (520.3 | ) | (520.3 | ) | |||
Net balance as of December 31, 2011 |
| $ | 338.8 |
| $ | 890.9 |
| $ | 1,229.7 |
|
|
|
|
|
|
|
|
| |||
Foreign currency impact |
| $ | 3.8 |
| $ | 0.2 |
| $ | 4.0 |
|
Gross balance as of March 31, 2012 |
| $ | 342.6 |
| $ | 1,411.4 |
| $ | 1,754.0 |
|
Foreign currency impact |
| $ | (10.8 | ) | $ | (0.1 | ) | $ | (10.9 | ) |
Gross balance as of June 30, 2012 |
| $ | 331.8 |
| $ | 1,411.3 |
| $ | 1,743.1 |
|
Foreign currency impact |
| 7.6 |
| 0.1 |
| 7.7 |
| |||
Gross balance as of September 30, 2012 |
| $ | 339.4 |
| $ | 1,411.4 |
| $ | 1,750.8 |
|
Asset impairments |
| — |
| (520.3 | ) | (520.3 | ) | |||
Net balance as of September 30, 2012 |
| $ | 339.4 |
| $ | 891.1 |
| $ | 1,230.5 |
|
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 not amortized; however, the company performs an annual impairment review at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired.
(in millions) | Crane | Foodservice | Total | |||||||||
Gross balance as of January 1, 2012 | $ | 338.8 | $ | 1,384.9 | $ | 1,723.7 | ||||||
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 | ||||||
Asset impairments | — | (515.7 | ) | (515.7 | ) | |||||||
Net balance as of December 31, 2012 | $ | 341.7 | $ | 869.0 | $ | 1,210.7 | ||||||
Foreign currency impact | (3.7 | ) | — | (3.7 | ) | |||||||
Gross balance as of March 31, 2013 | 338.0 | 1,384.7 | 1,722.7 | |||||||||
Asset impairments | — | (515.7 | ) | (515.7 | ) | |||||||
Net balance as of March 31, 2013 | $ | 338.0 | $ | 869.0 | $ | 1,207.0 |
As of June 30, 2012, the company performed its annual impairment analysis relative to goodwill and indefinite-lived intangible assets and based on those results no further impairment was indicated.as of June 30 of each fiscal year. The company will continue to monitorcontinually monitors market conditions andto 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.
|
| September 30, 2012 |
| December 31, 2011 |
| ||||||||||||||
(in millions) |
| Gross |
| Accumulated |
| Net |
| Gross |
| Accumulated |
| Net |
| ||||||
Trademarks and tradenames |
| $ | 314.6 |
| $ | — |
| $ | 314.6 |
| $ | 315.0 |
| $ | — |
| $ | 315.0 |
|
Customer relationships |
| 437.9 |
| (90.9 | ) | 347.0 |
| 437.7 |
| (73.8 | ) | 363.9 |
| ||||||
Patents |
| 33.2 |
| (25.2 | ) | 8.0 |
| 33.1 |
| (23.3 | ) | 9.8 |
| ||||||
Engineering drawings |
| 11.0 |
| (7.8 | ) | 3.2 |
| 11.1 |
| (7.3 | ) | 3.8 |
| ||||||
Distribution network |
| 20.3 |
| — |
| 20.3 |
| 20.4 |
| — |
| 20.4 |
| ||||||
Other intangibles |
| 183.1 |
| (53.3 | ) | 129.8 |
| 182.7 |
| (43.8 | ) | 138.9 |
| ||||||
Total |
| $ | 1,000.1 |
| $ | (177.2 | ) | $ | 822.9 |
| $ | 1,000.0 |
| $ | (148.2 | ) | $ | 851.8 |
|
March 31, 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 | $ | 306.4 | $ | — | $ | 306.4 | $ | 309.4 | $ | — | $ | 309.4 | ||||||||||||
Customer relationships | 426.9 | (99.7 | ) | 327.2 | 426.7 | (94.1 | ) | 332.6 | ||||||||||||||||
Patents | 33.0 | (26.0 | ) | 7.0 | 33.6 | (26.1 | ) | 7.5 | ||||||||||||||||
Engineering drawings | 11.0 | (8.2 | ) | 2.8 | 11.1 | (8.1 | ) | 3.0 | ||||||||||||||||
Distribution network | 20.2 | — | 20.2 | 20.6 | — | 20.6 | ||||||||||||||||||
Other intangibles | 177.0 | (57.5 | ) | 119.5 | 178.2 | (54.9 | ) | 123.3 | ||||||||||||||||
Total | $ | 974.5 | $ | (191.4 | ) | $ | 783.1 | $ | 979.6 | $ | (183.2 | ) | $ | 796.4 |
14
7. Accounts Payable and Accrued Expenses
|
| September 30, |
| December 31, |
| ||
(in millions) |
| 2012 |
| 2011 |
| ||
Trade accounts payable and interest payable |
| $ | 491.7 |
| $ | 482.2 |
|
Employee related expenses |
| 104.0 |
| 96.7 |
| ||
Restructuring expenses |
| 19.9 |
| 21.9 |
| ||
Profit sharing and incentives |
| 35.2 |
| 33.4 |
| ||
Accrued rebates |
| 36.7 |
| 39.3 |
| ||
Deferred revenue - current |
| 25.5 |
| 27.0 |
| ||
Derivative liabilities |
| 5.8 |
| 18.8 |
| ||
Income taxes payable |
| 25.2 |
| — |
| ||
Miscellaneous accrued expenses |
| 146.4 |
| 149.4 |
| ||
|
| $ | 890.4 |
| $ | 868.7 |
|
(in millions) | March 31, 2013 | December 31, 2012 | ||||||
Trade accounts payable and interest payable | $ | 516.1 | $ | 510.2 | ||||
Employee related expenses | 113.8 | 96.9 | ||||||
Restructuring expenses | 24.4 | 25.3 | ||||||
Profit sharing and incentives | 11.8 | 42.9 | ||||||
Accrued rebates | 29.9 | 39.7 | ||||||
Deferred revenue - current | 27.8 | 29.5 | ||||||
Derivative liabilities | 5.2 | 1.9 | ||||||
Income taxes payable | 24.7 | 37.6 | ||||||
Miscellaneous accrued expenses | 113.9 | 128.9 | ||||||
$ | 867.6 | $ | 912.9 |
(in millions) |
| September 30, 2012 |
| December 31, 2011 |
| ||
Revolving credit facility |
| $ | 124.0 |
| $ | — |
|
Term loan A |
| 306.3 |
| 332.5 |
| ||
Term loan B |
| 332.0 |
| 332.0 |
| ||
Senior notes due 2013 |
| 150.0 |
| 150.0 |
| ||
Senior notes due 2018 |
| 411.0 |
| 407.7 |
| ||
Senior notes due 2020 |
| 621.9 |
| 613.5 |
| ||
Other |
| 84.4 |
| 54.3 |
| ||
Total debt |
| 2,029.6 |
| 1,890.0 |
| ||
Less current portion and short-term borrowings |
| (114.0 | ) | (79.1 | ) | ||
Long-term debt |
| $ | 1,915.6 |
| $ | 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) | March 31, 2013 | December 31, 2012 | ||||||
Revolving credit facility | $ | 183.6 | $ | 34.4 | ||||
Term loan A | 277.1 | 297.5 | ||||||
Term loan B | 75.4 | 81.0 | ||||||
Senior notes due 2018 | 410.0 | 410.5 | ||||||
Senior notes due 2020 | 620.5 | 621.2 | ||||||
Senior notes due 2022 | 297.6 | 298.9 | ||||||
Other | 88.5 | 81.3 | ||||||
Total debt | 1,952.7 | 1,824.8 | ||||||
Less current portion and short-term borrowings | (85.6 | ) | (92.8 | ) | ||||
Long-term debt | $ | 1,867.1 | $ | 1,732.0 |
as of
March 31, 2013. The weighted average interest rates for the term loans including and excluding the impact of interest rate caps were the same because the relevant one-month U.S. LIBOR rate was below the 3.00% cap level as of March 31, 2013.Fiscal Quarter Ending |
|
| |||
|
|
| |||
|
|
| |||
March 31, 2013 | 3.50:1.00 | 2.25:1.00 | |||
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 |
The Senior Credit Facility includes customary representations and warranties and events of default and customary covenants, including without limitation (i) a requirement that the company prepay the term loan facilities from the net proceeds of asset sales, casualty losses, equity offerings, and new indebtedness for borrowed money, and from a portion of its excess cash flow, subject to certain exceptions; and (ii) limitations on indebtedness, capital expenditures, restricted payments, and acquisitions.
On September 30, 2012,
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 | % |
On February 8, 2010, the company completedmay, at its option, use the salenet cash proceeds of $400.0 million aggregateone or more public equity offerings to redeem up to
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.
As of
March 31, 2013, $100.0 million of the 2022 Notes were swapped to floating rate interest. Including the impact of these swaps, the 2022 Notes have an all-in interest rate of 5.35%.The company did not subsequently enter into new interest rate swaps related to the 2018 and 2020 Notes.
2.25:1.
On September 26, 2012, the
Transactions
short average collection cycle of the related receivables (i.e., 60 days) as noted below.
Trade accounts receivables sold to a third-party financial institution (“Purchaser”) and being serviced by the company totaled $149.2 million as of March 31, 2013 and $149.2 million at December 31, 2012.
|
| Three Months Ended |
| Nine Months Ended |
| ||||
|
| September 30, |
| September 30, |
| ||||
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
|
Basic weighted average common shares outstanding |
| 130,704,895 |
| 130,510,828 |
| 130,610,592 |
| 130,464,015 |
|
Effect of dilutive securities - stock options and restricted stock |
| 1,897,397 |
| 2,525,449 |
| 1,966,103 |
| 3,120,287 |
|
Diluted weighted average common shares outstanding |
| 132,602,292 |
| 133,036,277 |
| 132,576,695 |
| 133,584,302 |
|
Three Months Ended March 31, | |||||
2013 | 2012 | ||||
Basic weighted average common shares outstanding | 132,306,735 | 130,550,681 | |||
Effect of dilutive securities | 2,686,322 | 3,131,095 | |||
Diluted weighted average common shares outstanding | 134,993,057 | 133,681,776 |
.
(in millions) |
| Retained Earnings |
| Noncontrolling |
| ||
Balance at December 31, 2011 |
| $ | 129.8 |
| $ | (9.9 | ) |
Net earnings (loss) |
| 67.2 |
| (6.7 | ) | ||
Balance at September 30, 2012 |
| $ | 197.0 |
| $ | (16.6 | ) |
(in millions) |
| Retained Earnings |
| Noncontrolling |
| ||
Balance at December 31, 2010 |
| $ | 151.6 |
| $ | (3.4 | ) |
Net earnings (loss) |
| (26.1 | ) | (4.1 | ) | ||
Balance at September 30, 2011 |
| $ | 125.5 |
| $ | (7.5 | ) |
(in millions) | Retained Earnings | Noncontrolling Interest | ||||||
Balance at December 31, 2012 | $ | 222.1 | $ | (19.0 | ) | |||
Net earnings (loss) | 10.4 | (2.3 | ) | |||||
Balance at March 31, 2013 | $ | 232.5 | $ | (21.3 | ) |
(in millions) | Retained Earnings | Noncontrolling Interest | ||||||
Balance at December 31, 2011 | $ | 131.0 | $ | (9.9 | ) | |||
Net loss | (0.3 | ) | (1.9 | ) | ||||
Balance at March 31, 2012 | $ | 130.7 | $ | (11.8 | ) |
(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 | ) |
(in millions) | Amount Reclassified from Accumulated Other Comprehensive Income | Location of (Gain) or Loss Reclassified from Accumulated OCI into Income | ||||
Gains and losses on cash flow hedges | ||||||
Foreign exchange contracts | $ | (0.3 | ) | Cost of sales | ||
Commodity contracts | 0.5 | Cost of sales | ||||
0.2 | Total before tax | |||||
(0.1 | ) | Tax expense | ||||
$ | 0.1 | Net of tax | ||||
Amortization of pension and postretirement items | ||||||
Actuarial losses | (1.3 | ) | (a) | |||
(1.3 | ) | Total before tax | ||||
0.3 | Tax benefit | |||||
$ | (1.0 | ) | Net of Tax | |||
Total reclassifications for the period | $ | (0.9 | ) | 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). |
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.
on improvement in the company’s total leverage ratio over the three-yearthree-year period. Depending on the foregoing factors, the number of shares awarded could range from zero to 0.91.0 million and zero to 0.7 million for the 20112013 and 2012 performance share grants, respectively.
At September 30, 2012
repossession and subsequent resale of the units. The residual value guarantees and buyback commitments expire at various times through 2016.
2017.
(in millions) |
| Nine Months Ended |
| Year Ended December |
| ||
Balance at beginning of period |
| $ | 104.4 |
| $ | 99.9 |
|
Accruals for warranties issued during the period |
| 41.8 |
| 66.8 |
| ||
Settlements made (in cash or in kind) during the period |
| (44.2 | ) | (62.3 | ) | ||
Currency translation |
| — |
| — |
| ||
Balance at end of period |
| $ | 102.0 |
| $ | 104.4 |
|
2012
:(in millions) | Three Months Ended March 31, 2013 | Year Ended December 31, 2012 | ||||||
Balance at beginning of period | $ | 101.4 | $ | 103.7 | ||||
Accruals for warranties issued during the period | 15.9 | 57.1 | ||||||
Settlements made (in cash or in kind) during the period | (14.9 | ) | (59.9 | ) | ||||
Currency translation | (0.9 | ) | 0.5 | |||||
Balance at end of period | $ | 101.5 | $ | 101.4 |
|
| Three Months Ended September 30, 2012 |
| Nine Months Ended September 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 |
| $ | — |
| $ | 0.5 |
| $ | 0.2 |
| $ | — |
| $ | 1.6 |
| $ | 0.6 |
|
Interest cost of projected benefit obligations |
| 2.5 |
| 2.5 |
| 0.7 |
| 7.6 |
| 7.5 |
| 2.1 |
| ||||||
Expected return on plan assets |
| (2.5 | ) | (2.1 | ) | — |
| (7.6 | ) | (6.1 | ) | — |
| ||||||
Amortization of actuarial net (gain) loss |
| 0.8 |
| 0.3 |
| 0.2 |
| 2.2 |
| 0.7 |
| 0.4 |
| ||||||
Net periodic benefit costs |
| $ | 0.8 |
| $ | 1.2 |
| $ | 1.1 |
| $ | 2.2 |
| $ | 3.7 |
| $ | 3.1 |
|
21
Three months ended March 31, 2013 | ||||||||||||
U.S. | Non-U.S. | Postretirement | ||||||||||
Pension | Pension | Health and | ||||||||||
(in millions) | Plans | Plans | Other Plans | |||||||||
Service cost - benefits earned during the period | $ | — | $ | 0.6 | $ | 0.2 | ||||||
Interest cost of projected benefit obligations | 2.4 | 2.5 | 0.5 | |||||||||
Expected return on plan assets | (2.5 | ) | (1.9 | ) | — | |||||||
Amortization of actuarial net loss | 0.8 | 0.5 | — | |||||||||
Net periodic benefit costs | $ | 0.7 | $ | 1.7 | $ | 0.7 |
Three months ended March 31, 2012 | ||||||||||||
U.S. | Non-U.S. | Postretirement | ||||||||||
Pension | Pension | Health and | ||||||||||
(in millions) | Plans | Plans | Other Plans | |||||||||
Service cost - benefits earned during the period | $ | — | $ | 0.5 | $ | 0.2 | ||||||
Interest cost of projected benefit obligations | 2.5 | 2.5 | 0.7 | |||||||||
Expected return on plan assets | (2.5 | ) | (2.0 | ) | — | |||||||
Amortization of actuarial net loss | 0.7 | 0.2 | 0.1 | |||||||||
Net periodic benefit costs | $ | 0.7 | $ | 1.2 | $ | 1.0 |
|
| Three Months Ended September 30, 2011 |
| Nine Months Ended September 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 |
| $ | — |
| $ | 0.4 |
| $ | 0.2 |
| $ | — |
| $ | 1.3 |
| $ | 0.6 |
|
Interest cost of projected benefit obligations |
| 2.6 |
| 2.6 |
| 0.9 |
| 7.8 |
| 7.7 |
| 2.5 |
| ||||||
Expected return on plan assets |
| (2.4 | ) | (2.2 | ) | — |
| (7.2 | ) | (6.7 | ) | — |
| ||||||
Amortization of actuarial net (gain) loss |
| 0.4 |
| 0.2 |
| 0.1 |
| 1.2 |
| 0.4 |
| 0.3 |
| ||||||
Net periodic benefit costs |
| $ | 0.6 |
| $ | 1.0 |
| $ | 1.2 |
| $ | 1.8 |
| $ | 2.7 |
| $ | 3.4 |
|
17. Restructuring
Restructuring Reserve |
| Restructuring |
| Use of Reserve |
| Reserve Revisions |
| Restructuring Reserve |
| |||||
$ | 4.3 |
| $ | 0.3 |
| $ | (2.2 | ) | $ | — |
| $ | 2.4 |
|
Restructuring Reserve Balance as of December 31, 2012 | Restructuring Charges | Use of Reserve | Reserve Revisions | Restructuring Reserve Balance as of March 31, 2013 | ||||||||||||||
$ | 8.4 | $ | — | $ | (0.7 | ) | $ | — | $ | 7.7 |
Restructuring Reserve |
| Restructuring |
| Use of Reserve |
| Reserve Revisions |
| Restructuring Reserve |
| |||||
$ | 17.6 |
| $ | 1.3 |
| $ | (1.4 | ) | $ | — |
| $ | 17.5 |
|
Restructuring Reserve Balance as of December 31, 2012 | Restructuring Charges | Use of Reserve | Reserve Revisions | Restructuring Reserve Balance as of March 31, 2013 | ||||||||||||||
$ | 16.9 | $ | 0.3 | $ | (0.5 | ) | $ | — | $ | 16.7 |
In June 2011 and December 2011, the FASB issued an update to ASC Topic No. 220, “Presentation of Comprehensive Income,” which eliminates the option to present other comprehensive income and its components in the statement of shareholders’ equity. The company can elect to present the items of net income and other comprehensive income in a single continuous statement of comprehensive income or in two separate, but consecutive, statements. Under either method the statement would need to be presented with equal prominence as the other primary financial statements. The amended guidance, which must be applied retroactively, is effective See Note 12, “Stockholders' Equity” for fiscal years, and interim periods within those years, beginning after December 15, 2011, and has been incorporated into these financial statements.
related disclosures.
company has two reportable segments: Crane and Foodservice. The company has not aggregated individual operating segments within these reportable segments. Net sales and earnings from operations by segment are summarized as follows:
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 555.1 |
| $ | 529.4 |
| $ | 1,673.6 |
| $ | 1,477.0 |
|
Foodservice |
| 400.6 |
| 406.0 |
| 1,148.1 |
| 1,140.4 |
| ||||
Total net sales |
| $ | 955.7 |
| $ | 935.4 |
| $ | 2,821.7 |
| $ | 2,617.4 |
|
Earnings (loss) from operations: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 25.0 |
| $ | 24.4 |
| $ | 95.2 |
| $ | 64.5 |
|
Foodservice |
| 64.2 |
| 59.3 |
| 166.6 |
| 147.2 |
| ||||
Corporate expense |
| (16.7 | ) | (13.7 | ) | (49.1 | ) | (42.6 | ) | ||||
Restructuring expense |
| (0.7 | ) | (0.9 | ) | (1.6 | ) | (3.8 | ) | ||||
Other |
| (1.9 | ) | (0.3 | ) | (2.0 | ) | (0.4 | ) | ||||
Earnings (loss) from operations |
| $ | 69.9 |
| $ | 68.8 |
| $ | 209.1 |
| $ | 164.9 |
|
Crane segment operating earnings for the three and nine months ended September 30, 2012 includes amortization expense of $1.5 million and $4.5 million, respectively. Crane segment operating earnings for the three and nine months ended September 30, 2011 includes amortization expense of $1.6 million and $5.0 million, respectively. Foodservice segment operating earnings for the three and nine months ended September 30, 2012 includes amortization expense of $8.0 million and $24.1 million, respectively. Foodservice segment operating earnings for the three and nine months ended September 30, 2011 includes amortization expense of $8.2 million and $24.2 million, respectively.
Three months ended March 31, | ||||||||
(in millions) | 2013 | 2012 | ||||||
Net sales: | ||||||||
Crane | $ | 547.4 | $ | 507.9 | ||||
Foodservice | 350.6 | 344.0 | ||||||
Total net sales | $ | 898.0 | $ | 851.9 | ||||
Earnings (loss) from continuing operations: | ||||||||
Crane | $ | 31.3 | $ | 21.4 | ||||
Foodservice | 49.1 | 51.0 | ||||||
Corporate expense | (18.5 | ) | (16.0 | ) | ||||
Amortization expense | (9.1 | ) | (9.3 | ) | ||||
Restructuring expense | (0.3 | ) | (0.7 | ) | ||||
Other | (0.3 | ) | — | |||||
Earnings from continuing operations | $ | 52.2 | $ | 46.4 | ||||
Other income (expenses): | ||||||||
Interest expense | $ | (33.3 | ) | $ | (33.0 | ) | ||
Amortization of deferred financing fees | (1.8 | ) | (2.0 | ) | ||||
Loss on debt extinguishment | (0.4 | ) | — | |||||
Other income (expense)-net | 1.6 | (1.8 | ) | |||||
Earnings from continuing operations before taxes on earnings | $ | 18.3 | $ | 9.6 |
(in millions) |
| September 30, 2012 |
| December 31, 2011 |
| ||
Crane |
| $ | 1,966.9 |
| $ | 1,760.8 |
|
Foodservice |
| 1,988.3 |
| 2,201.2 |
| ||
Corporate |
| 300.0 |
| 69.2 |
| ||
Total |
| $ | 4,255.2 |
| $ | 4,031.2 |
|
20. Subsequent Events
On October 19, 2012, the company completed the sale of $300 million aggregate principal amount of its 5.875% Senior Notes due October 2022 (the “2022 Notes”) at an issue price of 100%. The 2022 Notes are guaranteed by certain of the company’s 100% owned subsidiaries (the “Guarantors”) and were issued under an Indenture, dated as of February 8, 2010, between the company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, dated as of October 19, 2012, among the company, the Guarantors and the Trustee (the “Supplemental Indenture”). The Guarantors of the 2022 Notes also guarantee the 2018 Notes and 2020 Notes.
Proceeds for the 2022 Notes were used to redeem the entire $150 million aggregate principal amount of the company’s 2013 Notes, to repay $36 million of Term Loan B and a portion of the outstanding revolver borrowings under its Senior Credit Facility.
The 2022 Notes bear interest at a rate of 5.875% per year (payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2013), and will mature on October 15, 2022.
The company may redeem the 2022 Notes at any time prior to October 15, 2017 at a “make-whole” redemption price and at any time on or after October 15, 2017 at various redemption prices set forth in the Supplemental Indenture, plus, in each case, accrued but unpaid interest, if any, to the date of redemption. In addition, at any time prior to October 15, 2015, the company is permitted to redeem up to 35% of the 2022 Notes with the proceeds of certain equity offerings at a redemption price of 105.875%.
The company is required to offer to repurchase the 2022 Notes for cash at a price of 101% of the aggregate principal amount of the 2022 Notes, plus accrued and unpaid interest, if any, upon the occurrence of a change of control triggering event.
The Guarantors, jointly and severally, fully and unconditionally guarantee (the “Guarantees”), on a senior unsecured basis, the company’s obligations under the Supplemental Indenture and the 2022 Notes.
23
(in millions) | March 31, 2013 | December 31, 2012 | ||||||
Crane | $ | 1,973.3 | $ | 1,903.3 | ||||
Foodservice | 1,944.9 | 1,956.8 | ||||||
Corporate | 204.2 | 197.2 | ||||||
Total | $ | 4,122.4 | $ | 4,057.3 |
The Supplemental Indenture includes customary events of default. If an event of default occurs and is continuing with respect to the 2022 Notes, then the Trustee or the holders of at least 25% of the principal amount of the outstanding 2022 Notes may declare the principal and accrued interest on all of the 2022 Notes to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, all unpaid principal of, and premium, if any, and accrued and unpaid interest on all outstanding 2022 Notes will become due and payable immediately.
During October 2012, the company entered into fixed-to-float interest rate swaps designated as fair value hedges with notional values of $100.0 million related to the 2022 Notes. As a result, $100.0 million of the 2020 Notes are hedged to a floating interest rate with a weighted average spread of 4.10%, plus the one-month LIBOR rate.
On November 1, 2012 the company declared a cash dividend of $0.08 per share, payable on December 10, 2012 to shareholders of record on November 30, 2012.
21.20. Subsidiary Guarantors of 2013 Notes, 2018 Notes, and 2020 Notes
and 2022 Notes
March 31, 2013
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 675.0 |
| $ | 448.4 |
| $ | (167.7 | ) | $ | 955.7 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 515.1 |
| 372.3 |
| (167.7 | ) | 719.7 |
| |||||
Engineering, selling and administrative expenses |
| 16.0 |
| 63.2 |
| 74.8 |
| — |
| 154.0 |
| |||||
Restructuring expense |
| — |
| — |
| 0.7 |
| — |
| 0.7 |
| |||||
Amortization expense |
| — |
| 7.7 |
| 1.8 |
| — |
| 9.5 |
| |||||
Other |
| — |
| 1.9 |
| — |
| — |
| 1.9 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (36.0 | ) | (7.4 | ) | — |
| 43.4 |
| — |
| |||||
Total costs and expenses |
| (20.0 | ) | 580.5 |
| 449.6 |
| (124.3 | ) | 885.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 20.0 |
| 94.5 |
| (1.2 | ) | (43.4 | ) | 69.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense and amortization of deferred financing fees |
| (33.0 | ) | (0.5 | ) | (2.9 | ) | — |
| (36.4 | ) | |||||
Management fee income (expense) |
| 15.5 |
| (19.9 | ) | 4.4 |
| — |
| — |
| |||||
Other income (expense), net |
| 6.7 |
| (7.9 | ) | 1.0 |
| — |
| (0.2 | ) | |||||
Total other income (expenses) |
| (10.8 | ) | (28.3 | ) | 2.5 |
| — |
| (36.6 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| 9.2 |
| 66.2 |
| 1.3 |
| (43.4 | ) | 33.3 |
| |||||
Provision (benefit) for taxes on income |
| (13.0 | ) | 20.7 |
| 6.0 |
| — |
| 13.7 |
| |||||
Earnings (loss) from continuing operations |
| 22.2 |
| 45.5 |
| (4.7 | ) | (43.4 | ) | 19.6 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from discontinued operations, net of income taxes |
| — |
| — |
| 0.1 |
| — |
| 0.1 |
| |||||
Net earnings (loss) |
| 22.2 |
| 45.5 |
| (4.6 | ) | (43.4 | ) | 19.7 |
| |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (2.5 | ) | — |
| (2.5 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | 22.2 |
| $ | 45.5 |
| $ | (2.1 | ) | $ | (43.4 | ) | $ | 22.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | 51.1 |
| $ | 45.4 |
| $ | (3.4 | ) | $ | (42.0 | ) | $ | 51.1 |
|
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 619.8 | $ | 447.5 | $ | (169.3 | ) | $ | 898.0 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | — | 479.6 | 367.7 | (169.3 | ) | 678.0 | |||||||||||||
Engineering, selling and administrative expenses | 17.7 | 64.3 | 76.1 | — | 158.1 | ||||||||||||||
Amortization expense | — | 7.4 | 1.7 | — | 9.1 | ||||||||||||||
Restructuring expense | — | — | 0.3 | — | 0.3 | ||||||||||||||
Other | — | 0.3 | — | — | 0.3 | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (25.5 | ) | (12.8 | ) | — | 38.3 | — | ||||||||||||
Total costs and expenses | (7.8 | ) | 538.8 | 445.8 | (131.0 | ) | 845.8 | ||||||||||||
Operating earnings (loss) from continuing operations | 7.8 | 81.0 | 1.7 | (38.3 | ) | 52.2 | |||||||||||||
Other income (expenses): | |||||||||||||||||||
Interest expense | (30.4 | ) | (0.2 | ) | (2.7 | ) | — | (33.3 | ) | ||||||||||
Amortization of deferred financing fees | (1.8 | ) | — | — | — | (1.8 | ) | ||||||||||||
Loss on debt extinguishment | (0.4 | ) | — | — | — | (0.4 | ) | ||||||||||||
Management fee income (expense) | 14.8 | (17.4 | ) | 2.6 | — | — | |||||||||||||
Other income (expense), net | 4.4 | (7.7 | ) | 4.9 | — | 1.6 | |||||||||||||
Total other income (expenses) | (13.4 | ) | (25.3 | ) | 4.8 | — | (33.9 | ) | |||||||||||
Earnings (loss) from continuing operations before taxes on earnings | (5.6 | ) | 55.7 | 6.5 | (38.3 | ) | 18.3 | ||||||||||||
Provision (benefit) for taxes on income | (16.0 | ) | 19.2 | 5.3 | — | 8.5 | |||||||||||||
Earnings (loss) from continuing operations | 10.4 | 36.5 | 1.2 | (38.3 | ) | 9.8 | |||||||||||||
Discontinued operations: | |||||||||||||||||||
Earnings (loss) from discontinued operations, net of income taxes | — | (0.2 | ) | 0.1 | — | (0.1 | ) | ||||||||||||
Loss on sale of discontinued operations, net of income taxes | — | — | (1.6 | ) | — | (1.6 | ) | ||||||||||||
Net earnings (loss) | 10.4 | 36.3 | (0.3 | ) | (38.3 | ) | 8.1 | ||||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | (2.3 | ) | — | (2.3 | ) | ||||||||||||
Net earnings (loss) attributable to Manitowoc | $ | 10.4 | $ | 36.3 | $ | 2.0 | $ | (38.3 | ) | $ | 10.4 | ||||||||
Comprehensive income (loss) attributable to Manitowoc | $ | (5.8 | ) | $ | 36.3 | $ | 8.1 | $ | (44.4 | ) | $ | (5.8 | ) |
The Manitowoc Company, Inc.
March 31, 2012
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 574.2 |
| $ | 486.6 |
| $ | (125.4 | ) | $ | 935.4 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 442.1 |
| 395.6 |
| (125.4 | ) | 712.3 |
| |||||
Engineering, selling and administrative expenses |
| 13.0 |
| 57.7 |
| 72.5 |
| — |
| 143.2 |
| |||||
Restructuring expense |
| — |
| 0.3 |
| 0.6 |
| — |
| 0.9 |
| |||||
Amortization expense |
| — |
| 7.8 |
| 2.1 |
| — |
| 9.9 |
| |||||
Other |
| — |
| 0.3 |
| — |
| — |
| 0.3 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (52.0 | ) | (2.8 | ) | — |
| 54.8 |
| — |
| |||||
Total costs and expenses |
| (39.0 | ) | 505.4 |
| 470.8 |
| (70.6 | ) | 866.6 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 39.0 |
| 68.8 |
| 15.8 |
| (54.8 | ) | 68.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense and amortization of deferred financing fees |
| (32.6 | ) | (0.3 | ) | (3.3 | ) | — |
| (36.2 | ) | |||||
Management fee income (expense) |
| 11.7 |
| (15.0 | ) | 3.3 |
| — |
| — |
| |||||
Other income (expense), net |
| 0.8 |
| (12.8 | ) | 14.0 |
| — |
| 2.0 |
| |||||
Total other income (expenses) |
| (20.1 | ) | (28.1 | ) | 14.0 |
| — |
| (34.2 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| 18.9 |
| 40.7 |
| 29.8 |
| (54.8 | ) | 34.6 |
| |||||
Provision (benefit) for taxes on earnings |
| (4.8 | ) | 9.7 |
| 8.0 |
| — |
| 12.9 |
| |||||
Earnings (loss) from continuing operations |
| 23.7 |
| 31.0 |
| 21.8 |
| (54.8 | ) | 21.7 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from discontinued operations, net of income taxes |
| — |
| (0.2 | ) | 0.1 |
| — |
| (0.1 | ) | |||||
Net earnings (loss) |
| 23.7 |
| 30.8 |
| 21.9 |
| (54.8 | ) | 21.6 |
| |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (2.1 | ) | — |
| (2.1 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | 23.7 |
| $ | 30.8 |
| $ | 24.0 |
| $ | (54.8 | ) | $ | 23.7 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | (16.9 | ) | $ | 31.1 |
| $ | 21.9 |
| $ | (53.0 | ) | $ | (16.9 | ) |
26
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 584.1 | $ | 408.0 | $ | (140.2 | ) | $ | 851.9 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | — | 449.0 | 339.8 | (140.2 | ) | 648.6 | |||||||||||||
Engineering, selling and administrative expenses | 15.3 | 60.0 | 71.6 | — | 146.9 | ||||||||||||||
Amortization expense | — | 7.5 | 1.8 | — | 9.3 | ||||||||||||||
Restructuring expense | — | 0.1 | 0.6 | — | 0.7 | ||||||||||||||
Other | — | — | — | — | — | ||||||||||||||
Equity in (earnings) loss of subsidiaries | (8.9 | ) | (14.4 | ) | — | 23.3 | — | ||||||||||||
Total costs and expenses | 6.4 | 502.2 | 413.8 | (116.9 | ) | 805.5 | |||||||||||||
Operating earnings (loss) from continuing operations | (6.4 | ) | 81.9 | (5.8 | ) | (23.3 | ) | 46.4 | |||||||||||
Other income (expenses): | |||||||||||||||||||
Interest expense | (30.1 | ) | (0.5 | ) | (2.4 | ) | — | (33.0 | ) | ||||||||||
Amortization of deferred financing fees | (2.0 | ) | — | — | — | (2.0 | ) | ||||||||||||
Management fee income (expense) | 15.4 | (18.5 | ) | 3.1 | — | — | |||||||||||||
Other income (expense), net | 17.0 | (17.9 | ) | (0.9 | ) | — | (1.8 | ) | |||||||||||
Total other income (expenses) | 0.3 | (36.9 | ) | (0.2 | ) | — | (36.8 | ) | |||||||||||
Earnings (loss) from continuing operations before taxes on earnings | (6.1 | ) | 45.0 | (6.0 | ) | (23.3 | ) | 9.6 | |||||||||||
Provision (benefit) for taxes on earnings | (5.8 | ) | 11.5 | 5.7 | — | 11.4 | |||||||||||||
Earnings (loss) from continuing operations | (0.3 | ) | 33.5 | (11.7 | ) | (23.3 | ) | (1.8 | ) | ||||||||||
Discontinued operations: | |||||||||||||||||||
Loss from discontinued operations, net of income taxes | — | (0.3 | ) | (0.1 | ) | — | (0.4 | ) | |||||||||||
Net earnings (loss) | (0.3 | ) | 33.2 | (11.8 | ) | (23.3 | ) | (2.2 | ) | ||||||||||
Less: Net loss attributable to noncontrolling interest | — | — | (1.9 | ) | — | (1.9 | ) | ||||||||||||
Net earnings (loss) attributable to Manitowoc | $ | (0.3 | ) | $ | 33.2 | $ | (9.9 | ) | $ | (23.3 | ) | $ | (0.3 | ) | |||||
Comprehensive income (loss) attributable to Manitowoc | $ | 20.1 | $ | 33.2 | $ | (6.4 | ) | $ | (26.8 | ) | $ | 20.1 |
The Manitowoc Company, Inc.
For the Nine Months Ended September 30, 2012March 31, 2013
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 1,923.1 |
| $ | 1,364.6 |
| $ | (466.0 | ) | $ | 2,821.7 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 1,466.4 |
| 1,126.5 |
| (466.0 | ) | 2,126.9 |
| |||||
Engineering, selling and administrative expenses |
| 47.2 |
| 183.3 |
| 223.0 |
| — |
| 453.5 |
| |||||
Restructuring expense |
| — |
| 0.2 |
| 1.4 |
| — |
| 1.6 |
| |||||
Amortization expense |
| — |
| 23.2 |
| 5.4 |
| — |
| 28.6 |
| |||||
Other |
| — |
| 2.0 |
| — |
| — |
| 2.0 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (100.2 | ) | (27.5 | ) | — |
| 127.7 |
| — |
| |||||
Total costs and expenses |
| (53.0 | ) | 1,647.6 |
| 1,356.3 |
| (338.3 | ) | 2,612.6 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 53.0 |
| 275.5 |
| 8.3 |
| (127.7 | ) | 209.1 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense and amortization of deferred financing fees |
| (97.4 | ) | (1.5 | ) | (8.4 | ) | — |
| (107.3 | ) | |||||
Management fee income (expense) |
| 46.3 |
| (57.8 | ) | 11.5 |
| — |
| — |
| |||||
Other income (expense), net |
| 36.2 |
| (38.3 | ) | 2.2 |
| — |
| 0.1 |
| |||||
Total other income (expenses) |
| (14.9 | ) | (97.6 | ) | 5.3 |
| — |
| (107.2 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| 38.1 |
| 177.9 |
| 13.6 |
| (127.7 | ) | 101.9 |
| |||||
Provision (benefit) for taxes on earnings |
| (29.1 | ) | 56.1 |
| 14.0 |
| — |
| 41.0 |
| |||||
Earnings (loss) from continuing operations |
| 67.2 |
| 121.8 |
| (0.4 | ) | (127.7 | ) | 60.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings from discontinued operations, net of income taxes |
| — |
| (0.5 | ) | 0.1 |
| — |
| (0.4 | ) | |||||
Net earnings (loss) |
| 67.2 |
| 121.3 |
| (0.3 | ) | (127.7 | ) | 60.5 |
| |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (6.7 | ) | — |
| (6.7 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | 67.2 |
| $ | 121.3 |
| $ | 6.4 |
| $ | (127.7 | ) | $ | 67.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | 72.3 |
| $ | 121.4 |
| $ | 17.6 |
| $ | (139.0 | ) | $ | 72.3 |
|
27
Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Assets | |||||||||||||||||||
Current Assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 15.7 | $ | 6.0 | $ | 79.6 | $ | — | $ | 101.3 | |||||||||
Marketable securities | 2.7 | — | — | — | 2.7 | ||||||||||||||
Restricted cash | 5.3 | — | 5.6 | — | 10.9 | ||||||||||||||
Accounts receivable — net | — | 31.3 | 311.3 | — | 342.6 | ||||||||||||||
Intercompany interest receivable | 11.8 | 3.1 | — | (14.9 | ) | — | |||||||||||||
Inventories — net | — | 365.2 | 436.8 | — | 802.0 | ||||||||||||||
Deferred income taxes | 73.3 | — | 16.9 | — | 90.2 | ||||||||||||||
Other current assets | 2.2 | 3.2 | 92.4 | — | 97.8 | ||||||||||||||
Total current assets | 111.0 | 408.8 | 942.6 | (14.9 | ) | 1,447.5 | |||||||||||||
Property, plant and equipment — net | 6.3 | 277.6 | 271.4 | — | 555.3 | ||||||||||||||
Goodwill | — | 969.1 | 237.9 | — | 1,207.0 | ||||||||||||||
Other intangible assets — net | — | 613.5 | 169.6 | — | 783.1 | ||||||||||||||
Intercompany long-term receivable | 905.2 | 158.5 | 897.6 | (1,961.3 | ) | — | |||||||||||||
Intercompany accounts receivable | — | 1,388.1 | 1,711.5 | (3,099.6 | ) | — | |||||||||||||
Other non-current assets | 47.4 | 4.3 | 77.8 | — | 129.5 | ||||||||||||||
Investment in affiliates | 5,093.0 | 3,451.0 | — | (8,544.0 | ) | — | |||||||||||||
Total assets | $ | 6,162.9 | $ | 7,270.9 | $ | 4,308.4 | $ | (13,619.8 | ) | $ | 4,122.4 | ||||||||
Liabilities and Equity | |||||||||||||||||||
Current Liabilities: | |||||||||||||||||||
Accounts payable and accrued expenses | $ | 81.6 | $ | 415.5 | $ | 370.5 | $ | — | $ | 867.6 | |||||||||
Short-term borrowings and current portion of long-term debt | 23.5 | 0.7 | 61.4 | — | 85.6 | ||||||||||||||
Intercompany interest payable | 3.1 | — | 11.8 | (14.9 | ) | — | |||||||||||||
Product warranties | — | 44.7 | 37.5 | — | 82.2 | ||||||||||||||
Customer advances | — | 9.9 | 15.3 | — | 25.2 | ||||||||||||||
Product liabilities | — | 24.0 | 4.5 | — | 28.5 | ||||||||||||||
Total current liabilities | 108.2 | 494.8 | 501.0 | (14.9 | ) | 1,089.1 | |||||||||||||
Non-Current Liabilities: | |||||||||||||||||||
Long-term debt, less current portion | 1,817.1 | 2.8 | 47.2 | — | 1,867.1 | ||||||||||||||
Deferred income taxes | 176.3 | — | 44.2 | — | 220.5 | ||||||||||||||
Pension obligations | 79.2 | 12.1 | 22.2 | — | 113.5 | ||||||||||||||
Postretirement health and other benefit obligations | 49.6 | — | 3.6 | — | 53.2 | ||||||||||||||
Long-term deferred revenue | — | 10.5 | 30.3 | — | 40.8 | ||||||||||||||
Intercompany long-term note payable | 183.3 | 828.7 | 949.3 | (1,961.3 | ) | — | |||||||||||||
Intercompany accounts payable | 3,041.8 | — | 57.8 | (3,099.6 | ) | — | |||||||||||||
Other non-current liabilities | 105.7 | 16.0 | 36.1 | — | 157.8 | ||||||||||||||
Total non-current liabilities | 5,453.0 | 870.1 | 1,190.7 | (5,060.9 | ) | 2,452.9 | |||||||||||||
Equity | |||||||||||||||||||
Manitowoc stockholders’ equity | 601.7 | 5,906.0 | 2,638.0 | (8,544.0 | ) | 601.7 | |||||||||||||
Noncontrolling interest | — | — | (21.3 | ) | — | (21.3 | ) | ||||||||||||
Total equity | 601.7 | 5,906.0 | 2,616.7 | (8,544.0 | ) | 580.4 | |||||||||||||
Total liabilities and equity | $ | 6,162.9 | $ | 7,270.9 | $ | 4,308.4 | $ | (13,619.8 | ) | $ | 4,122.4 |
The Manitowoc Company, Inc.
For the Nine Months Ended September 30, 2011December 31, 2012
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net sales |
| $ | — |
| $ | 1,561.3 |
| $ | 1,382.5 |
| $ | (326.4 | ) | $ | 2,617.4 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| — |
| 1,183.9 |
| 1,132.8 |
| (326.4 | ) | 1,990.3 |
| |||||
Engineering, selling and administrative expenses |
| 40.8 |
| 172.9 |
| 215.1 |
| — |
| 428.8 |
| |||||
Restructuring expense |
| — |
| 0.4 |
| 3.4 |
| — |
| 3.8 |
| |||||
Amortization expense |
| — |
| 23.1 |
| 6.1 |
| — |
| 29.2 |
| |||||
Other |
| — |
| 0.4 |
| — |
| — |
| 0.4 |
| |||||
Equity in (earnings) loss of subsidiaries |
| (70.6 | ) | (17.0 | ) | — |
| 87.6 |
| — |
| |||||
Total costs and expenses |
| (29.8 | ) | 1,363.7 |
| 1,357.4 |
| (238.8 | ) | 2,452.5 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Operating earnings (loss) from continuing operations |
| 29.8 |
| 197.6 |
| 25.1 |
| (87.6 | ) | 164.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense and amortization of deferred financing fees |
| (110.3 | ) | (1.0 | ) | (8.6 | ) | — |
| (119.9 | ) | |||||
Loss on debt extinguishment |
| (27.8 | ) | — |
| — |
| — |
| (27.8 | ) | |||||
Management fee income (expense) |
| 35.1 |
| (44.2 | ) | 9.1 |
| — |
| — |
| |||||
Other income (expense), net |
| 3.5 |
| (34.2 | ) | 33.8 |
| — |
| 3.1 |
| |||||
Total other income (expenses) |
| (99.5 | ) | (79.4 | ) | 34.3 |
| — |
| (144.6 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings (loss) from continuing operations before taxes on earnings |
| (69.7 | ) | 118.2 |
| 59.4 |
| (87.6 | ) | 20.3 |
| |||||
Provision (benefit) for taxes on earnings |
| (43.6 | ) | 33.0 |
| 24.4 |
| — |
| 13.8 |
| |||||
Earnings (loss) from continuing operations |
| (26.1 | ) | 85.2 |
| 35.0 |
| (87.6 | ) | 6.5 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Earnings from discontinued operations, net of income taxes |
| — |
| (0.7 | ) | (2.4 | ) | — |
| (3.1 | ) | |||||
Loss on sale of discontinued operations, net of income taxes |
| — |
| (33.6 | ) | — |
| — |
| (33.6 | ) | |||||
Net earnings (loss) |
| (26.1 | ) | 50.9 |
| 32.6 |
| (87.6 | ) | (30.2 | ) | |||||
Less: Net gain (loss) attributable to noncontrolling interest |
| — |
| — |
| (4.1 | ) | — |
| (4.1 | ) | |||||
Net earnings (loss) attributable to Manitowoc |
| $ | (26.1 | ) | $ | 50.9 |
| $ | 36.7 |
| $ | (87.6 | ) | $ | (26.1 | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Comprehensive income (loss) attributable to Manitowoc |
| $ | (13.0 | ) | $ | 51.0 |
| $ | 28.9 |
| $ | (79.9 | ) | $ | (13.0 | ) |
28
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.
Condensed Consolidating Balance Sheet
as of September 30, 2012
(In millions)
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Guarantor |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Subsidiaries |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Assets |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Assets: |
|
|
|
|
|
|
|
|
|
|
| |||||
Cash and cash equivalents |
| $ | 5.3 |
| $ | 19.1 |
| $ | 43.9 |
| $ | — |
| $ | 68.3 |
|
Marketable securities |
| 2.7 |
| — |
| — |
| — |
| 2.7 |
| |||||
Restricted cash |
| 6.4 |
| — |
| 3.7 |
| — |
| 10.1 |
| |||||
Accounts receivable — net |
| — |
| 40.5 |
| 298.8 |
| — |
| 339.3 |
| |||||
Intercompany interest receivable |
| 28.3 |
| 3.1 |
| — |
| (31.4 | ) | — |
| |||||
Inventories — net |
| — |
| 383.4 |
| 483.0 |
| — |
| 866.4 |
| |||||
Deferred income taxes |
| 97.7 |
| — |
| 18.0 |
| — |
| 115.7 |
| |||||
Other current assets |
| 2.6 |
| 6.0 |
| 89.4 |
| — |
| 98.0 |
| |||||
Total current assets |
| 143.0 |
| 452.1 |
| 936.8 |
| (31.4 | ) | 1,500.5 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment — net |
| 7.0 |
| 288.7 |
| 265.9 |
| — |
| 561.6 |
| |||||
Goodwill |
| — |
| 982.6 |
| 247.9 |
| — |
| 1,230.5 |
| |||||
Other intangible assets — net |
| — |
| 648.0 |
| 174.9 |
| — |
| 822.9 |
| |||||
Intercompany long-term receivable |
| 907.3 |
| 158.6 |
| 892.4 |
| (1,958.3 | ) | — |
| |||||
Intercompany accounts receivable |
| — |
| 1,278.0 |
| 1,641.0 |
| (2,919.0 | ) | — |
| |||||
Other non-current assets |
| 51.9 |
| 7.3 |
| 80.5 |
| — |
| 139.7 |
| |||||
Investment in affiliates |
| 4,930.7 |
| 3,423.2 |
| — |
| (8,353.9 | ) | — |
| |||||
Total assets |
| $ | 6,039.9 |
| $ | 7,238.5 |
| $ | 4,239.4 |
| $ | (13,262.6 | ) | $ | 4,255.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts payable and accrued expenses |
| $ | 84.9 |
| $ | 431.0 |
| $ | 374.5 |
| $ | — |
| $ | 890.4 |
|
Short-term borrowings and securitization liabilities |
| 38.4 |
| 0.6 |
| 75.0 |
| — |
| 114.0 |
| |||||
Intercompany interest payable |
| 3.2 |
| — |
| 28.2 |
| (31.4 | ) | — |
| |||||
Product warranties |
| — |
| 52.1 |
| 40.5 |
| — |
| 92.6 |
| |||||
Customer advances |
| — |
| 6.0 |
| 21.9 |
| — |
| 27.9 |
| |||||
Product liabilities |
| — |
| 24.1 |
| 4.4 |
| — |
| 28.5 |
| |||||
Total current liabilities |
| 126.5 |
| 513.8 |
| 544.5 |
| (31.4 | ) | 1,153.4 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Non-Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Long-term debt, less current portion |
| 1,835.8 |
| 3.1 |
| 76.7 |
| — |
| 1,915.6 |
| |||||
Deferred income taxes |
| 218.5 |
| — |
| 49.2 |
| — |
| 267.7 |
| |||||
Pension obligations |
| 58.0 |
| 12.2 |
| 19.6 |
| — |
| 89.8 |
| |||||
Postretirement health and other benefit obligations |
| 56.7 |
| — |
| 4.3 |
| — |
| 61.0 |
| |||||
Long-term deferred revenue |
| — |
| 7.2 |
| 26.8 |
| — |
| 34.0 |
| |||||
Intercompany long-term note payable |
| 183.3 |
| 823.3 |
| 951.7 |
| (1,958.3 | ) | — |
| |||||
Intercompany accounts payable |
| 2,861.0 |
| — |
| 58.0 |
| (2,919.0 | ) | — |
| |||||
Other non-current liabilities |
| 113.8 |
| 26.6 |
| 23.6 |
| — |
| 164.0 |
| |||||
Total non-current liabilities |
| 5,327.1 |
| 872.4 |
| 1,209.9 |
| (4,877.3 | ) | 2,532.1 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Manitowoc stockholders’ equity |
| 586.3 |
| 5,852.3 |
| 2,501.6 |
| (8,353.9 | ) | 586.3 |
| |||||
Noncontrolling interest |
| — |
| — |
| (16.6 | ) | — |
| (16.6 | ) | |||||
Total equity |
| 586.3 |
| 5,852.3 |
| 2,485.0 |
| (8,353.9 | ) | 569.7 |
| |||||
Total liabilities and equity |
| $ | 6,039.9 |
| $ | 7,238.5 |
| $ | 4,239.4 |
| $ | (13,262.6 | ) | $ | 4,255.2 |
|
The Manitowoc Company, Inc.
Condensed Consolidating Balance Sheet
as of December 31, 2011
(In millions)
|
|
|
|
|
| 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 |
| — |
| 309.4 |
| 356.4 |
| — |
| 665.8 |
| |||||
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 |
| 367.8 |
| 757.9 |
| (92.2 | ) | 1,236.9 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Property, plant and equipment — net |
| 7.6 |
| 287.8 |
| 272.8 |
| — |
| 568.2 |
| |||||
Goodwill |
| — |
| 982.7 |
| 247.0 |
| — |
| 1,229.7 |
| |||||
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 |
| 79.9 |
| — |
| 144.6 |
| |||||
Investment in affiliates |
| 4,077.8 |
| 3,399.2 |
| — |
| (7,477.0 | ) | — |
| |||||
Total assets |
| $ | 5,889.7 |
| $ | 7,127.4 |
| $ | 4,018.9 |
| $ | (13,004.8 | ) | $ | 4,031.2 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts payable and accrued expenses |
| $ | 70.6 |
| $ | 402.3 |
| $ | 395.8 |
| $ | — |
| $ | 868.7 |
|
Short-term borrowings and current portion of long-term debt |
| 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 |
| 108.8 |
| 576.3 |
| 510.6 |
| (92.2 | ) | 1,103.5 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Non-Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Long-term debt, less current portion |
| 1,800.6 |
| 3.6 |
| 6.7 |
| — |
| 1,810.9 |
| |||||
Deferred income taxes |
| 217.9 |
| — |
| 48.8 |
| — |
| 266.7 |
| |||||
Pension obligations |
| 55.8 |
| 12.7 |
| 22.1 |
| — |
| 90.6 |
| |||||
Postretirement health and other benefit obligations |
| 56.0 |
| — |
| 3.8 |
| — |
| 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 |
| 5,281.3 |
| 1,441.2 |
| 1,151.1 |
| (5,435.6 | ) | 2,438.0 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Equity |
|
|
|
|
|
|
|
|
|
|
| |||||
Manitowoc stockholders’ equity |
| 499.6 |
| 5,109.9 |
| 2,367.1 |
| (7,477.0 | ) | 499.6 |
| |||||
Noncontrolling interest |
| — |
| — |
| (9.9 | ) | — |
| (9.9 | ) | |||||
Total equity |
| 499.6 |
| 5,109.9 |
| 2,357.2 |
| (7,477.0 | ) | 489.7 |
| |||||
Total liabilities and equity |
| $ | 5,889.7 |
| $ | 7,127.4 |
| $ | 4,018.9 |
| $ | (13,004.8 | ) | $ | 4,031.2 |
|
The Manitowoc Company, Inc.
Condensed Consolidating Statement of Cash Flows
March 31, 2013
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Subsidiary |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Guarantors |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net cash provided by (used for) operating activities of continuing operations |
| $ | (21.5 | ) | $ | 83.9 |
| $ | (132.9 | ) | $ | — |
| $ | (70.5 | ) |
Cash provided by (used for) operating activities of discontinued operations |
| — |
| (0.5 | ) | 0.1 |
| — |
| (0.4 | ) | |||||
Net cash provided by (used for) operating activities |
| (21.5 | ) | 83.4 |
| (132.8 | ) | — |
| (70.9 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Investing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
| (1.1 | ) | (23.6 | ) | (25.6 | ) | — |
| (50.3 | ) | |||||
Restricted cash |
| — |
| — |
| (2.9 | ) | — |
| (2.9 | ) | |||||
Proceeds from sale of property, plant and equipment |
| — |
| — |
| 0.7 |
| — |
| 0.7 |
| |||||
Intercompany investments |
| (17.6 | ) | (84.6 | ) | 63.8 |
| 38.4 |
| — |
| |||||
Net cash provided by (used for) investing activities |
| (18.7 | ) | (108.2 | ) | 36.0 |
| 38.4 |
| (52.5 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Financing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit facility—net |
| 52.9 |
| — |
| 70.5 |
| — |
| 123.4 |
| |||||
Proceeds from swap monetization |
| 14.8 |
| — |
| — |
| — |
| 14.8 |
| |||||
Proceeds from long-term debt |
| — |
| — |
| 73.1 |
| — |
| 73.1 |
| |||||
(Payments on) long-term debt |
| (28.7 | ) | (0.6 | ) | (41.0 | ) | — |
| (70.3 | ) | |||||
Proceeds from (payments on) notes financing—net |
| — |
| (1.4 | ) | (20.1 | ) | — |
| (21.5 | ) | |||||
Debt issue costs |
| (0.3 | ) | — |
| — |
| — |
| (0.3 | ) | |||||
Intercompany financing |
| — |
| 37.4 |
| 1.0 |
| (38.4 | ) | — |
| |||||
Options exercised |
| 2.6 |
| — |
| — |
| — |
| 2.6 |
| |||||
Net cash provided by (used for) financing activities |
| 41.3 |
| 35.4 |
| 83.5 |
| (38.4 | ) | 121.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Effect of exchange rate changes on cash |
| — |
| — |
| 1.3 |
| — |
| 1.3 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents |
| 1.1 |
| 10.6 |
| (12.0 | ) | — |
| (0.3 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at beginning of period |
| 4.2 |
| 8.5 |
| 55.9 |
| — |
| 68.6 |
| |||||
Balance at end of period |
| $ | 5.3 |
| $ | 19.1 |
| $ | 43.9 |
| $ | — |
| $ | 68.3 |
|
31
Parent | Subsidiary Guarantors | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net cash provided by (used for) operating activities of continuing operations | $ | (29.9 | ) | $ | 20.9 | $ | (97.0 | ) | $ | — | $ | (106.0 | ) | ||||||
Cash provided by (used for) operating activities of discontinued operations | — | (0.2 | ) | (1.7 | ) | — | (1.9 | ) | |||||||||||
Net cash provided by (used for) operating activities | $ | (29.9 | ) | $ | 20.7 | $ | (98.7 | ) | $ | — | $ | (107.9 | ) | ||||||
Cash Flows from Investing: | |||||||||||||||||||
Capital expenditures | $ | — | $ | (12.3 | ) | $ | (8.9 | ) | $ | — | $ | (21.2 | ) | ||||||
Proceeds from sale of property, plant and equipment | — | 0.2 | 0.4 | — | 0.6 | ||||||||||||||
Restricted cash | — | — | (0.5 | ) | — | (0.5 | ) | ||||||||||||
Proceeds from sale of business | — | — | 39.2 | — | 39.2 | ||||||||||||||
Intercompany investments | (67.5 | ) | 5.4 | 76.3 | (14.2 | ) | — | ||||||||||||
Net cash provided by (used for) investing activities | (67.5 | ) | (6.7 | ) | 106.5 | (14.2 | ) | 18.1 | |||||||||||
Cash Flows from Financing: | |||||||||||||||||||
Payments on long-term debt | $ | (27.2 | ) | $ | (0.2 | ) | $ | (2.1 | ) | $ | — | $ | (29.5 | ) | |||||
Proceeds from long-term debt | — | — | 9.1 | — | 9.1 | ||||||||||||||
Proceeds on revolving credit facility—net | 125.6 | — | 24.1 | — | 149.7 | ||||||||||||||
Proceeds (payments) on notes financing—net | — | — | (14.3 | ) | — | (14.3 | ) | ||||||||||||
Exercises of stock options | 2.7 | — | — | — | 2.7 | ||||||||||||||
Intercompany financing | — | (11.8 | ) | (2.4 | ) | 14.2 | — | ||||||||||||
Net cash provided by (used for) financing activities | 101.1 | (12.0 | ) | 14.4 | 14.2 | 117.7 | |||||||||||||
Effect of exchange rate changes on cash | — | — | — | — | — | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 3.7 | 2.0 | 22.2 | — | 27.9 | ||||||||||||||
Balance at beginning of period | 12.0 | 4.0 | 57.4 | — | 73.4 | ||||||||||||||
Balance at end of period | $ | 15.7 | $ | 6.0 | $ | 79.6 | $ | — | $ | 101.3 |
The Manitowoc Company, Inc.
March 31, 2012
|
|
|
|
|
| Non- |
|
|
|
|
| |||||
|
|
|
| Subsidiary |
| Guarantor |
|
|
|
|
| |||||
|
| Parent |
| Guarantors |
| Subsidiaries |
| Eliminations |
| Consolidated |
| |||||
Net cash provided by (used for) operating activities of continuing operations |
| $ | (69.6 | ) | $ | 25.7 |
| $ | (119.7 | ) | $ | — |
| $ | (163.6 | ) |
Cash provided by (used for) operating activities of discontinued operations |
| — |
| (0.7 | ) | (18.0 | ) | — |
| (18.7 | ) | |||||
Net cash provided by (used for) operating activities |
| (69.6 | ) | 25.0 |
| (137.7 | ) | — |
| (182.3 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Investing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Capital expenditures |
| (0.3 | ) | (12.2 | ) | (19.8 | ) | — |
| (32.3 | ) | |||||
Restricted cash |
| (0.1 | ) | — |
| 0.3 |
| — |
| 0.2 |
| |||||
Proceeds from sale of business |
| — |
| 143.6 |
| — |
| — |
| 143.6 |
| |||||
Proceeds from sale of property, plant and equipment |
| — |
| 0.1 |
| 5.7 |
| — |
| 5.8 |
| |||||
Intercompany investments |
| 95.7 |
| (118.0 | ) | 62.5 |
| (40.2 | ) | — |
| |||||
Net cash provided by (used for) investing activities |
| 95.3 |
| 13.5 |
| 48.7 |
| (40.2 | ) | 117.3 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash Flows from Financing: |
|
|
|
|
|
|
|
|
|
|
| |||||
Proceeds from revolving credit facility—net |
| 23.7 |
| — |
| 74.3 |
| — |
| 98.0 |
| |||||
Proceeds from swap monetization |
| 21.5 |
| — |
| — |
| — |
| 21.5 |
| |||||
Proceeds from long-term debt |
| 750.0 |
| — |
| 85.6 |
| — |
| 835.6 |
| |||||
(Payments on) long-term debt |
| (807.8 | ) | (0.4 | ) | (53.4 | ) | — |
| (861.6 | ) | |||||
Proceeds from (payments on) notes financing—net |
| — |
| (2.1 | ) | (5.2 | ) | — |
| (7.3 | ) | |||||
Debt issue costs |
| (14.3 | ) | — |
| — |
| — |
| (14.3 | ) | |||||
Intercompany financing |
| (0.1 | ) | (39.6 | ) | (0.5 | ) | 40.2 |
| — |
| |||||
Options exercised |
| 1.6 |
| — |
| — |
| — |
| 1.6 |
| |||||
Net cash provided by (used for) financing activities |
| (25.4 | ) | (42.1 | ) | 100.8 |
| 40.2 |
| 73.5 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Effect of exchange rate changes on cash |
| — |
| — |
| (2.1 | ) | — |
| (2.1 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net increase (decrease) in cash and cash equivalents |
| 0.3 |
| (3.6 | ) | 9.7 |
| — |
| 6.4 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at beginning of period |
| 5.3 |
| 19.7 |
| 58.7 |
| — |
| 83.7 |
| |||||
Balance at end of period |
| $ | 5.6 |
| $ | 16.1 |
| $ | 68.4 |
| $ | — |
| $ | 90.1 |
|
32
Parent | Subsidiary Guarantors | Non- Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net cash provided by (used for) operating activities of continuing operations | $ | (20.5 | ) | $ | 8.1 | $ | (117.6 | ) | $ | — | $ | (130.0 | ) | ||||||
Cash provided by (used for) operating activities of discontinued operations | — | (0.3 | ) | 0.4 | — | 0.1 | |||||||||||||
Net cash provided by (used for) operating activities | $ | (20.5 | ) | $ | 7.8 | $ | (117.2 | ) | $ | — | $ | (129.9 | ) | ||||||
Cash Flows from Investing: | |||||||||||||||||||
Capital expenditures | $ | (0.3 | ) | $ | (5.7 | ) | $ | (8.2 | ) | $ | — | $ | (14.2 | ) | |||||
Proceeds from sale of property, plant and equipment | — | — | — | — | — | ||||||||||||||
Restricted cash | (0.1 | ) | — | 0.2 | — | 0.1 | |||||||||||||
Intercompany investments | (84.3 | ) | (31.9 | ) | 79.5 | 36.7 | — | ||||||||||||
Net cash provided by (used for) investing activities | $ | (84.7 | ) | $ | (37.6 | ) | $ | 71.5 | $ | 36.7 | $ | (14.1 | ) | ||||||
Cash Flows from Financing: | |||||||||||||||||||
Payments on long-term debt | $ | (9.4 | ) | $ | (0.2 | ) | $ | (17.1 | ) | $ | — | $ | (26.7 | ) | |||||
Proceeds from long-term debt | — | — | 34.2 | — | 34.2 | ||||||||||||||
Proceeds from (payments on) revolving credit facility—net | 117.0 | — | 30.9 | — | 147.9 | ||||||||||||||
Proceeds from (payments on) notes financing—net | — | (0.6 | ) | (10.9 | ) | — | (11.5 | ) | |||||||||||
Debt issue costs | (0.1 | ) | — | — | — | (0.1 | ) | ||||||||||||
Exercises of stock options | 1.2 | — | — | — | 1.2 | ||||||||||||||
Intercompany financing | — | 34.7 | 2.0 | (36.7 | ) | — | |||||||||||||
Net cash provided by (used for) financing activities | 108.7 | 33.9 | 39.1 | (36.7 | ) | 145.0 | |||||||||||||
Effect of exchange rate changes on cash | — | — | 1.2 | — | 1.2 | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 3.5 | 4.1 | (5.4 | ) | — | 2.2 | |||||||||||||
Balance at beginning of period | 4.2 | 8.5 | 55.9 | — | 68.6 | ||||||||||||||
Balance at end of period | $ | 7.7 | $ | 12.6 | $ | 50.5 | $ | — | $ | 70.8 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Net sales: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 555.1 |
| $ | 529.4 |
| $ | 1,673.6 |
| $ | 1,477.0 |
|
Foodservice |
| 400.6 |
| 406.0 |
| 1,148.1 |
| 1,140.4 |
| ||||
Total net sales |
| $ | 955.7 |
| $ | 935.4 |
| $ | 2,821.7 |
| $ | 2,617.4 |
|
Three Months Ended March 31, | ||||||||
(in millions) | 2013 | 2012 | ||||||
Net sales: | ||||||||
Crane | $ | 547.4 | $ | 507.9 | ||||
Foodservice | 350.6 | 344.0 | ||||||
Total net sales | $ | 898.0 | $ | 851.9 |
As of September 30, 2012, total Crane segment backlog was $975.8 million, a 3.4% increase over the June 30, 2012 backlog of $943.6 million, and a 26.0% increase over the September 30, 2011 backlog of $774.6 million. The backlog increase at September 30, 2012 compared to June 30, 2012 and September 30, 2011 was primarily driven by robust order activity in North America and Latin America as a result of continued improvements in end-market demand in those regions due to continued strength in the energy and infrastructure sectors.
Net sales from the Foodservice segment for the
March 31, 2013
were unfavorably impacted by $0.2 million from the volatility of foreign currencies in relation to the U.S. Dollar.
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
(in millions) |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||
Earnings from operations: |
|
|
|
|
|
|
|
|
| ||||
Crane |
| $ | 25.0 |
| $ | 24.4 |
| $ | 95.2 |
| $ | 64.5 |
|
Foodservice |
| 64.2 |
| 59.3 |
| 166.6 |
| 147.2 |
| ||||
Corporate expense |
| (16.7 | ) | (13.7 | ) | (49.1 | ) | (42.6 | ) | ||||
Restructuring expense |
| (0.7 | ) | (0.9 | ) | (1.6 | ) | (3.8 | ) | ||||
Other |
| (1.9 | ) | (0.3 | ) | (2.0 | ) | (0.4 | ) | ||||
Total |
| $ | 69.9 |
| $ | 68.8 |
| $ | 209.1 |
| $ | 164.9 |
|
(in millions) 2013 2012 Earnings from operations: Crane $ 31.3 $ 21.4 Foodservice 49.1 51.0 Corporate expense (18.5 ) (16.0 ) Amortization expense (9.1 ) (9.3 ) Restructuring expense (0.3 ) (0.7 ) Other (0.3 ) — Total $ 52.2 $ 46.4
For the three and nine-month periods ended September 30,
partially offset by increases in rebates and discounts, material, labor and other costs.
For the three months ended September 30, 2012, Crane segment operating earnings were $25.0 millionMarch 31, 2013 compared to $24.4 million for the three months ended September 30, 2011. For the nine months ended September 30, 2012, Crane segment operating earnings were $95.2 million compared to $64.5 million for the nine months ended September 30, 2011. Crane segment operating earnings increased in the nine-monthprior year period due to the aforementioned increase in sales volume, pricing actions and the decrease in warranty expenses, partially offset byprimarily as a result of the recognition of reserves for a small number of discrete customer financing issues and increasesincreased levels of engineering and trade show expense, partially offset by a decrease in personnelemployee compensation costs. Corporate expenses and continued investments in engineering.
Forwere higher for the three months ended September 30,March 31, 2013 versus the prior year period due to higher employee benefit costs, partially offset by decreases in professional fees and stock award compensation costs.
For the
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 changes 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
34
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. As of June 30, 2012 the company completed its annual impairment review and determined that there was no impairment charge.
Analysis of Non-Operating Income Statement Items
B.
2012.
gains for the
three months ended March 31, 2013 compared to foreign currency exchange losses in the prior year period.The
As of September 30, 2012March 31, 2013 there have been no significant developments in the quarter with respect to the company’s other ongoing tax audits in various jurisdictions.
The result from loss
2013. For more information regarding the sale of the Jackson business, see Note 2, "Discontinued Operations," of the condensed financial statements.
2013
of both segments.
First Nine Months of 2011
Cash and cash equivalents balance as of September 30, 2011 totaled $90.1 million, which was an increase of $6.4 million from the December 31, 2010 balance of $83.7 million. Cash flow used for operating activities of continuing operations for the first nine months of 2011 was $163.6 million compared to cash provided by continuing operating activities of $52.3 million for the first nine months of 2010. The use of cash in the first nine months of 2011 was primarily driven by cash used for working capital due to increases in receivables and inventories and only partially offset by related increases in accounts payable.
Capital expenditures during the first nine months of 2011 were $32.3 million versus $22.2 million during the first nine months of 2010. Capital expenditures in 2011 related to new equipment, facility expansion in Brazil and tooling for new product development.
(in millions) |
| September 30, 2012 |
| December 31, 2011 |
| ||
Revolving credit facility |
| $ | 124.0 |
| $ | — |
|
Term loan A |
| 306.3 |
| 332.5 |
| ||
Term loan B |
| 332.0 |
| 332.0 |
| ||
Senior notes due 2013 |
| 150.0 |
| 150.0 |
| ||
Senior notes due 2018 |
| 411.0 |
| 407.7 |
| ||
Senior notes due 2020 |
| 621.9 |
| 613.5 |
| ||
Other |
| 84.4 |
| 54.3 |
| ||
Total debt |
| 2,029.6 |
| 1,890.0 |
| ||
Less current portion and short-term borrowings |
| (114.0 | ) | (79.1 | ) | ||
Long-term debt |
| $ | 1,915.6 |
| $ | 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) | March 31, 2013 | December 31, 2012 | ||||||
Revolving credit facility | $ | 183.6 | $ | 34.4 | ||||
Term loan A | 277.1 | 297.5 | ||||||
Term loan B | 75.4 | 81.0 | ||||||
Senior notes due 2018 | 410.0 | 410.5 | ||||||
Senior notes due 2020 | 620.5 | 621.2 | ||||||
Senior notes due 2022 | 297.6 | 298.9 | ||||||
Other | 88.5 | 81.3 | ||||||
Total debt | 1,952.7 | 1,824.8 | ||||||
Less current portion and short-term borrowings | (85.6 | ) | (92.8 | ) | ||||
Long-term debt | $ | 1,867.1 | $ | 1,732.0 |
On October 19, 2012, the company completed the sale of $300 million aggregate principal amount of its 5.875% Senior Notes due October 2022 (the “2022 Notes”) and proceeds for the 2022 Notes were used to redeem the entire $150 million aggregate principal amount of the company’s 2013 Notes, to repay $36 million of Term Loan B and a portion of the outstanding revolver borrowings
under its Senior Credit Facility. See Note 20, “Subsequent Events,” of the condensed consolidated financial statements for further information regarding the issuance of the 2022 Notes.
As of September 30, 2012,March 31, 2013, the company had outstanding $84.4$88.5 million of other indebtedness that has a weighted-average interest rate of approximately 6.5%6.6%. This debt includes outstanding overdraftline of credit balances and capital lease obligations in its Americas, Asia-Pacific and European regions.
As of September 30, 2012,
|
| Trailing Twelve |
| |
(in millions) |
| September 30, 2012 |
| |
Net earnings (loss) attributable to Manitowoc |
| $ | 82.1 |
|
Loss from discontinued operations |
| 1.2 |
| |
Loss on sale of discontinued operations |
| 1.0 |
| |
Depreciation and amortization |
| 109.2 |
| |
Interest expense and amortization of deferred financing fees |
| 144.6 |
| |
Costs due to early extinguishment of debt |
| 1.9 |
| |
Restructuring charges |
| 3.3 |
| |
Income taxes |
| 40.9 |
| |
Other |
| (4.7 | ) | |
Adjusted EBITDA |
| $ | 379.5 |
|
On September 26, 2012, the
Trailing Twelve Months, | |||
(in millions) | March 31, 2013 | ||
Net earnings attributable to Manitowoc | $ | 112.4 | |
Earnings from discontinued operations | (0.6 | ) | |
Loss on sale of discontinued operations | 1.6 | ||
Depreciation and amortization | 108.7 | ||
Interest expense and amortization of deferred financing fees | 145.4 | ||
Costs due to early extinguishment of debt | 6.7 | ||
Restructuring charges | 9.1 | ||
Income taxes | 35.1 | ||
Other | (1.5 | ) | |
Adjusted EBITDA | $ | 416.9 |
for further details of program.
(in millions) |
| September 30, 2012 |
| December 31, 2011 |
| ||
Cash and cash equivalents |
| $ | 71.0 |
| $ | 71.3 |
|
Revolver borrowing capacity |
| 500.0 |
| 500.0 |
| ||
Less: Borrowings on revolver |
| (124.0 | ) | — |
| ||
Less: Outstanding letters of credit |
| (34.3 | ) | (34.5 | ) | ||
Total liquidity |
| $ | 412.7 |
| $ | 536.8 |
|
(in millions) March 31, 2013 December 31, 2012 Cash and cash equivalents $ 104.0 $ 76.1 Revolver borrowing capacity 500.0 500.0 Less: Borrowings on revolver (183.6 ) (34.4 ) Less: Outstanding letters of credit (33.3 ) (38.2 ) Total liquidity $ 387.1 $ 503.5
cost.
Crane—cyclicality
Foodservice—weather;
conditions, including steel industry conditions; changes in the markets we serve; unexpected issues associated with the availability of local suppliers and skilled labor; changes in the interest rate environment; risks associated with growth; foreign currency fluctuations and their impact on reported results and hedges in place; world-wide political risk; geographic factors and economic risks; pressure of additional financing leverage; success in increasing manufacturing efficiencies and capacities; unanticipated changes in revenue, margins, costs and capital expenditures; work stoppages, labor negotiations, rates and temporary labor; issues associated with workforce reductions and subsequent ramp-up; actions of competitors; unanticipated changes in consumer spending; the ability of our customers to obtain financing; the state of financial and credit markets; the ability to generate cash and manage working capital consistent with our stated goals; non-compliance with debt covenants; unexpected issues affecting
2012
.39
PART II. OTHER INFORMATION
Our income tax returns are subject to review by taxing authorities, and the final determination of our tax liability with respect to tax audits and any related litigation could adversely affect our operations.
Although we believe that our tax estimates are reasonable and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits, and any related litigation, could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments. We are undergoing tax audits in various jurisdictions and we regularly assess the likelihood of an adverse outcome resulting from such examinations to determine the adequacy of our tax reserves. In September 2012, we received an examination report from the Internal Revenue Service covering the 2008 and 2009 tax years. The report includes the proposed disallowance of the deductibility of a $380.9 million foreign currency loss that was incurred in 2008. We will file a formal protest to the proposed adjustment during the fourth quarter of 2012. We plan to pursue all administrative and, if necessary, judicial remedies with respect to resolving this matter. However, there can be no assurance that this matter will be resolved in our favor.
Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our operations.
We must comply with all applicable international trade, customs, export controls and economic sanctions laws and regulations of the United States and other countries. We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or unreasonable gifts to foreign governments or officials. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on our financial condition, results of operations and cash flows.
New regulations related to conflict-free minerals may force us to incur additional expenses.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), signed into law on July 21, 2010, includes Section 1502, which requires the Securities and Exchange Commission (“SEC”) to adopt additional disclosure requirements related to certain minerals sourced from the Democratic Republic of Congo and surrounding countries, or “conflict minerals”, for which such conflict minerals are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company. The metals covered by the final rules, adopted on August 22, 2012, are commonly referred to as “3TG” and include tin, tantalum, tungsten and gold. Implementation of the new disclosure requirements could affect the sourcing and availability of some of the minerals used in the manufacture of our products. Our supply chain is complex, and if we are not able to conclusively verify the origins for all conflict minerals used in our products or that our products are “conflict free,” we may face reputational challenges with our customers or investors. Additionally, as there may be only a limited number of suppliers offering “conflict free” metals, we cannot be sure that we will be able to obtain necessary metals from such suppliers in sufficient quantities or at competitive prices. Accordingly, we could incur significant costs related to the compliance process, including potential difficulty or added costs in satisfying the disclosure requirements.
40
SIGNATURES
Date: | 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 |
41
THE MANITOWOC COMPANY, INC.
SEPTEMBER 30, 2012
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 September 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 | Filed/Furnished Herewith | ||||
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 March 31, 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) |