UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 10-Q

 

x

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

 

For the quarterly period ended September 30, 2007

or

 

o

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities

 

 

Exchange Act of 1934

 

For the transition period from                to               

 

Commission File Number

1-11978

The Manitowoc Company, Inc.

(Exact name of registrant as specified in its charter)

 

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)

 

(920) 684-4410

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o   No x

 

The number of shares outstanding of the Registrant’s common stock, $.01 par value, as of September 30, 2007, the most recent practicable date, was 125,599,704.

 

 



 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2007 and 2006

((Unaudited) In millions, except per-share and average shares data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net sales

 

$

1,006.2

 

$

779.0

 

$

2,886.9

 

$

2,158.1

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

781.4

 

609.7

 

2,226.7

 

1,681.7

 

Engineering, selling and administrative expenses

 

99.4

 

84.2

 

293.8

 

249.9

 

Gain on sale of parts line

 

 

 

(3.3

)

 

Pension settlements

 

 

 

5.2

 

 

Amortization expense

 

1.0

 

1.0

 

2.9

 

2.4

 

Total costs and expenses

 

881.8

 

694.9

 

2,525.3

 

1,934.0

 

 

 

 

 

 

 

 

 

 

 

Earnings from operations

 

124.4

 

84.1

 

361.6

 

224.1

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

Interest expense

 

(8.5

)

(10.2

)

(27.4

)

(36.0

)

Loss on debt extinguishment

 

(12.5

)

 

(12.5

)

(14.4

)

Other income, net

 

(0.4

)

0.7

 

4.4

 

4.1

 

Total other expense

 

(21.4

)

(9.5

)

(35.5

)

(46.3

)

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations before taxes

 

103.0

 

74.6

 

326.1

 

177.8

 

Provision for taxes on income

 

27.1

 

24.2

 

88.7

 

55.2

 

Earnings from continuing operations

 

75.9

 

50.4

 

237.4

 

122.6

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of income taxes of $(0.2)

 

 

 

 

(0.3

)

Net earnings

 

$

75.9

 

$

50.4

 

$

237.4

 

$

122.3

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

0.61

 

$

0.41

 

$

1.91

 

$

1.00

 

Loss from discontinued operations, net of income taxes

 

 

 

 

(0.01

)

Net earnings

 

$

0.61

 

$

0.41

 

$

1.91

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

0.59

 

$

0.40

 

$

1.87

 

$

0.98

 

Loss from discontinued operations, net of income taxes

 

 

 

 

(0.01

)

Net earnings

 

$

0.59

 

$

0.40

 

$

1.87

 

$

0.97

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

 

0.02

 

0.018

 

0.055

 

0.053

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

125,175,721

 

123,155,226

 

124,314,233

 

122,292,140

 

Weighted average shares outstanding - diluted

 

127,915,004

 

126,077,200

 

127,141,212

 

125,571,914

 

 

See accompanying notes which are an integral part of these statements.

 

2



 

THE MANITOWOC COMPANY, INC.

Consolidated Balance Sheets

As of September 30, 2007 and December 31, 2006

(Unaudited)

(In millions, except share data)

 

 

 

September 30,
2007

 

December 31,
2006

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

103.8

 

$

173.7

 

Marketable securities

 

2.5

 

2.4

 

Restricted cash

 

15.6

 

15.1

 

Accounts receivable, less allowances of $27.2 and $27.6, respectively

 

427.2

 

285.2

 

Inventories — net

 

629.4

 

492.4

 

Deferred income taxes

 

102.1

 

97.7

 

Other current assets

 

93.3

 

76.2

 

Total current assets

 

1,373.9

 

1,142.7

 

 

 

 

 

 

 

Property, plant and equipment — net

 

443.3

 

398.9

 

Goodwill

 

545.3

 

462.1

 

Other intangible assets — net

 

170.4

 

160.0

 

Deferred income taxes

 

19.1

 

14.3

 

Other non-current assets

 

38.5

 

41.5

 

Total assets

 

$

2,590.5

 

$

2,219.5

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

917.8

 

$

839.6

 

Short-term borrowings

 

10.4

 

4.1

 

Product warranties

 

67.5

 

59.6

 

Product liabilities

 

40.7

 

32.1

 

Total current liabilities

 

1,036.4

 

935.4

 

Non-Current Liabilities:

 

 

 

 

 

Long-term debt

 

263.4

 

264.3

 

Pension obligations

 

25.9

 

64.5

 

Postretirement health and other benefit obligations

 

60.6

 

59.9

 

Long-term deferred revenue

 

67.8

 

71.6

 

Other non-current liabilities

 

77.9

 

49.3

 

Total non-current liabilities

 

495.6

 

509.6

 

 

 

 

 

 

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Common stock (300,000,000 and 150,000,000 shares authorized, respectively 159,175,928 and 79,587,964 shares issued, 125,599,704, and 62,121,862 shares outstanding, respectively)

 

1.3

 

0.7

 

Additional paid-in capital

 

254.4

 

231.8

 

Accumulated other comprehensive income

 

86.0

 

48.0

 

Retained earnings

 

807.1

 

587.4

 

Treasury stock, at cost (33,576,224 and 17,466,102 shares, respectively)

 

(90.3

)

(93.4

)

Total stockholders’ equity

 

1,058.5

 

774.5

 

Total liabilities and stockholders’ equity

 

$

2,590.5

 

$

2,219.5

 

 

See accompanying notes which are an integral part of these statements.

 

3



 

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2007 and 2006

(Unaudited, In millions)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2007

 

2006

 

Cash Flows from Operations:

 

 

 

 

 

Net earnings

 

$

237.4

 

$

122.3

 

Adjustments to reconcile net earnings to cash provided by operating activities of continuing operations:

 

 

 

 

 

Discontinued operations, net of income taxes

 

 

0.3

 

Pension settlements

 

1.3

 

 

Gain on sale of parts line

 

(3.3

)

 

Depreciation

 

59.3

 

52.3

 

Amortization of intangible assets

 

2.9

 

2.4

 

Amortization of deferred financing fees

 

0.9

 

1.1

 

Loss on debt extinguishment

 

2.3

 

3.1

 

Deferred income taxes

 

(16.0

)

10.6

 

Gain on sale of property, plant and equipment

 

(3.3

)

(2.2

)

Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:

 

 

 

 

 

Accounts receivable

 

(123.1

)

(79.0

)

Inventories

 

(148.0

)

(106.3

)

Other assets

 

(5.6

)

13.9

 

Accounts payable and accrued expenses

 

37.1

 

87.9

 

Other liabilities

 

(12.4

)

22.8

 

Net cash provided by operating activities of continuing operations

 

29.5

 

129.2

 

Net cash used for operating activities of discontinued operations

 

 

(0.3

)

Net cash provided by operating activities

 

29.5

 

128.9

 

 

 

 

 

 

 

Cash Flows from Investing:

 

 

 

 

 

Business acquisitions, net of cash acquired

 

(80.1

)

(48.4

)

Capital expenditures

 

(56.9

)

(38.5

)

Change in restricted cash

 

(0.5

)

 

Proceeds from sale of property, plant and equipment

 

7.8

 

5.0

 

Proceeds from sales of parts product line

 

4.9

 

 

Purchase of marketable securities

 

(0.1

)

 

Net cash used for investing activities

 

(124.9

)

(81.9

)

 

 

 

 

 

 

Cash Flows from Financing:

 

 

 

 

 

Proceeds from revolving credit facility

 

103.3

 

63.3

 

Payments on long-term debt

 

(113.8

)

(248.7

)

Proceeds from long-term debt

 

11.5

 

18.4

 

Proceeds (payments) from notes financing

 

3.4

 

(4.3

)

Dividends paid

 

(6.9

)

(6.5

)

Exercises of stock options, including windfall tax benefits

 

20.0

 

8.4

 

Net cash provided by (used for) financing activities

 

17.5

 

(169.4

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

8.0

 

4.0

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(69.9

)

(118.4

)

Balance at beginning of period

 

173.7

 

229.5

 

Balance at end of period

 

$

103.8

 

$

111.1

 

 

See accompanying notes which are an integral part of these statements.

 

4



 

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2007 and 2006

(Unaudited)

(In millions)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

75.9

 

$

50.4

 

$

237.4

 

$

122.3

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

Derivative instrument fair market value adjustment - net of income taxes

 

(0.3

)

0.1

 

(0.7

)

0.8

 

Foreign currency translation adjustments

 

26.8

 

4.2

 

38.7

 

19.3

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income

 

26.5

 

4.3

 

38.0

 

20.1

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

102.4

 

$

54.7

 

$

275.4

 

$

142.4

 

 

See accompanying notes which are an integral part of these statements.

 

5



 

THE MANITOWOC COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2007 and 2006

 

1.  Accounting Policies

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the results of operations, cash flows and comprehensive income for the three and nine months ended September 30, 2007 and 2006 and the financial position at September 30, 2007, and except as otherwise discussed such adjustments consist of only those of a normal recurring nature.  The interim results are not necessarily indicative of results for a full year and do not contain information included in the company’s annual consolidated financial statements and notes for the year ended December 31, 2006.  The consolidated balance sheet as of December 31, 2006 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the company’s latest annual report.

 

All dollar amounts, except share and per share amounts, are in millions of dollars throughout the tables included in these notes unless otherwise indicated.

 

Certain prior period amounts have been reclassified to conform to the current period presentation. See Note 7, “Stock Split,” for further details.

 

2.  Acquisitions

 

On July 19, 2007, the company acquired Shirke Construction Equipments Pvt. Ltd (Shirke).  Headquartered in Pune, India, Shirke is a market leader in the Indian tower crane industry and has been Potain’s Indian manufacturing partner and distributor since 1982. The aggregate consideration paid for Shirke resulted in approximately $63.5 million of intangible assets being recognized by the company’s Crane segment.  As of September 30, 2007, all excess purchase price over net assets acquired was assigned to goodwill.  The company is in the process of valuing other intangible assets acquired in this acquisition and will assign value to these assets during the fourth quarter of 2007. See further detail related to the goodwill and other intangible assets of the Shirke acquisition at note 5, "Goodwill and Other Intangible Assets."

 

On January 3, 2007, the company acquired the Carrydeck line of mobile industrial cranes from Marine Travelift, Inc. of Sturgeon Bay, Wisconsin.  The acquisition of the Carrydeck line adds six new models to the company’s product offering of mobile industrial cranes.  The aggregate consideration paid for the Carrydeck line resulted in $9.2 million of goodwill and $6.5 million of other intangible assets being recognized by the company’s Crane segment. See further detail related to the goodwill and other intangible assets of the Carrydeck acquisition at Note 5, “Goodwill and Other Intangible Assets.”

 

On May 26, 2006, the company acquired substantially all of the assets and business operated by McCann’s Engineering & Mfg. Co. and McCann’s de Mexico S.A. de C.V. (McCann’s). Headquartered in Los Angeles, California, and with operations in Tijuana, Mexico McCann’s is engaged in the design, manufacture and sale of beverage dispensing equipment primarily used in fast food restaurants, stadiums, cafeterias and convenience stores. McCann’s primary products are backroom beverage equipment such as carbonators, water boosters and racks. McCann’s also produces accessory components for beverage dispensers including specialty valves, stands and other stainless steel components. The aggregate consideration paid for the McCann’s acquisition was $37.1 million, including acquisition costs of approximately $0.7 million. The acquisition resulted in approximately $14.4 million of goodwill and $14.3 million of other intangible assets being recognized by the company’s Foodservice segment. See further detail related to the goodwill and other intangible assets of the McCann’s acquisition at Note 5, “Goodwill and Other Intangible Assets.”

 

On January 3, 2006, the company acquired certain assets, rights and properties of ExacTech, Inc., a supplier of fabrication, machining, welding, and other services to various parties. Located in Port Washington, Wisconsin, ExacTech, Inc. now provides these services to the company’s U.S. based crane manufacturing facilities. The

 

6



 

aggregate consideration paid for the acquisition resulted in approximately $6.5 million of goodwill being recognized by the company’s Crane segment in the first quarter of 2006. See further detail related to the goodwill of the Exactech, Inc. acquisition at Note 5, "Goodwill and Other Intangible Assets."

 

3.  Discontinued Operations

 

During the third quarter of 2005, the company decided to close Toledo Ship Repair Company (Toledo Ship Repair), a division of the company’s wholly-owned subsidiary, Manitowoc Marine Group, LLC.  Located in Toledo, Ohio, Toledo Ship Repair performed ship repair and industrial repair services.  During the third quarter of 2005, the company recorded a $5.2 million pre-tax ($3.8 million after tax) charge for costs related to the closure of the business.  This charge included $0.2 million related to severance agreements; $1.0 million for future lease payments; $0.3 million for the write-off of goodwill related to this business; $2.2 million for the write-down of certain assets (primarily property, plant and equipment and inventory) to estimated salvage value; and $1.5 million for closing and other related costs.  This charge was recorded in gain (loss) on sale or closure of discontinued operations, net of income taxes in the Consolidated Statements of Operations during the third quarter of 2005.  The closure of Toledo Ship Repair represents a discontinued operation under Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  Results of Toledo Ship Repair have been classified as discontinued in the Consolidated Financial Statements to exclude the results from continuing operations.  The closure of Toledo was completed during the first quarter of 2006.

 

The following selected financial data of Toledo Ship Repair for the three months ended March 31, 2006 is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity. There were no operating results from Toledo Ship Repair for the three months ended September 30, 2006 or the three and nine months ended September 30, 2007.  There was no general corporate expense or interest expense allocated to discontinued operations for this business during the periods presented.

 

 

 

Three Months
Ended
March 31, 2006

 

 

 

 

 

Net sales

 

$

 

 

 

 

 

Pretax loss from discontinued operations

 

$

(0.5

)

Benefit for taxes on loss

 

0.2

 

Net loss from discontinued operations

 

$

(0.3

)

 

4.  Inventories

 

The components of inventory at September 30, 2007 and December 31, 2006 are summarized as follows:

 

 

 

September 30, 2007

 

December 31, 2006

 

Inventories – gross:

 

 

 

 

 

Raw materials

 

$

254.6

 

$

198.3

 

Work-in-process

 

219.3

 

174.2

 

Finished goods

 

229.5

 

187.2

 

Total inventories – gross

 

703.4

 

559.7

 

Excess and obsolete inventory reserve

 

(50.3

)

(44.4

)

Net inventories at FIFO cost

 

653.1

 

515.3

 

Excess of FIFO costs over LIFO value

 

(23.7

)

(22.9

)

Inventories – net

 

$

629.4

 

$

492.4

 

 

7



 

Inventory is carried at lower of cost or market value using the first-in, first-out (FIFO) method for 86% and 85% of total inventory at September 30, 2007 and December 31, 2006, respectively.  The remainder of the inventory is costed using the last-in, first-out (LIFO) method.

 

5.  Goodwill and Other Intangible Assets

 

The changes in carrying amount of goodwill by reportable segment for the year ended December 31, 2006 and nine months ended September 30, 2007 are as follows:

 

 

 

Crane

 

Foodservice

 

Marine

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2006

 

$

196.7

 

$

185.7

 

$

47.2

 

$

429.6

 

ExacTech, Inc. acquisition

 

6.5

 

 

 

6.5

 

McCann’s acquisition

 

 

14.4

 

 

14.4

 

Foreign currency impact

 

11.6

 

 

 

11.6

 

Balance as of December 31, 2006

 

214.8

 

200.1

 

47.2

 

462.1

 

Carrydeck acquisition

 

9.2

 

 

 

9.2

 

Shirke acquisition

 

63.5

 

 

 

63.5

 

Foreign currency impact

 

10.5

 

 

 

10.5

 

Balance as of September 30, 2007

 

$

298.0

 

$

200.1

 

$

47.2

 

$

545.3

 

 

As discussed in Note 2, “Acquisitions,” during 2006, the company completed the acquisitions of McCann’s and ExacTech, Inc. The acquisition of ExacTech, Inc. resulted in an increase of $6.5 million of goodwill and no other intangible assets. The acquisition of McCann’s resulted in an increase of $14.4 million of goodwill and $14.3 million of other intangible assets. The other intangible assets consist of trademarks totaling $7.0 million, which have an indefinite life, customer relationships of $5.8 million, which have been assigned a 13 year life, and patents of $1.5 million which have been assigned a 10 year life. During the first quarter of 2007, the company completed the acquisition of the Carrydeck line of mobile industrial cranes from Marine Travelift, Inc. of Sturgeon Bay, Wisconsin. The acquisition resulted in $9.2 million of goodwill and $6.5 million of other intangible assets being recognized by the company’s Crane segment.  The other intangible assets consist of trademarks totaling $1.2 million, which have an indefinite life, customer relationships of $4.2 million, which have been assigned a 20 year life, and non-patented technologies of $1.1 million which have been assigned a 20 year life. During the third quarter of 2007, the company acquired Shirke. The aggregate consideration paid for Shirke resulted in approximately $63.5 million of intangible assets being recognized by the company’s Crane segment.  As of September 30, 2007, all excess purchase price over net assets acquired was assigned to goodwill.  The company is in the process of valuing other intangible assets acquired in this acquisition and will assign value to these assets during the fourth quarter of 2007.

 

The gross carrying amount and accumulated amortization of the company’s intangible assets other than goodwill were as follows as of September 30, 2007 and December 31, 2006.

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net
Book
Value

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net
Book
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and tradenames

 

$

110.9

 

$

 

$

110.9

 

$

105.1

 

$

 

$

105.1

 

Customer relationships

 

9.9

 

(0.6

)

9.3

 

5.8

 

(0.3

)

5.5

 

Patents

 

34.6

 

(13.2

)

21.4

 

31.1

 

(10.4

)

20.7

 

Engineering drawings

 

11.7

 

(4.4

)

7.3

 

12.0

 

(3.8

)

8.2

 

Distribution network

 

21.5

 

 

21.5

 

20.5

 

 

20.5

 

 

 

$

188.6

 

$

(18.2

)

$

170.4

 

$

174.5

 

$

(14.5

)

$

160.0

 

 

8



 

6.  Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at September 30, 2007 and December 31, 2006 are summarized as follows:

 

 

 

September 30,
2007

 

December 31,
2006

 

Trade accounts payable

 

$

504.1

 

$

431.8

 

Interest payable

 

5.2

 

7.9

 

Employee related expenses

 

90.4

 

76.3

 

Income taxes payable

 

31.1

 

62.9

 

Profit sharing and incentives

 

51.0

 

54.8

 

Unremitted cash liability

 

7.2

 

11.7

 

Deferred revenue - current

 

60.9

 

48.1

 

Amounts billed in excess of sales

 

49.4

 

57.2

 

Miscellaneous accrued expenses

 

118.5

 

88.9

 

 

 

$

917.8

 

$

839.6

 

 

7. Stock Split

 

On July 26, the board of directors authorized a two-for-one split of the company’s common stock. Record holders of Manitowoc’s common stock at the close of business on August 31, 2007 received on September 10, 2007 one additional share of common stock for every share of Manitowoc common stock they owned as of August 31, 2007. Manitowoc shares outstanding at the close of business on August 31, 2007 totaled 62,787,642. The company’s common stock began trading at its post-split price at the beginning of trading on September 11, 2007. Per share, share and stock option amounts within this quarterly report on Form 10-Q for both periods presented have been adjusted to reflect the stock split.

 

8. Accounts Receivable Securitization

 

The Company has entered into an accounts receivable securitization program whereby it sells certain of its domestic trade accounts receivable to a wholly owned, bankruptcy-remote special purpose subsidiary which, in turn, sells participating interests in its pool of receivables to a third-party financial institution (Purchaser). The Purchaser receives an ownership and security interest in the pool of receivables. New receivables are purchased by the special purpose subsidiary and participation interests are resold to the Purchaser as collections reduce previously sold participation interests. The company has retained collection and administrative responsibilities on the participation interests sold. The Purchaser has no recourse against the company for uncollectible receivables; however, the company’s retained interest in the receivable pool is subordinate to the Purchaser and is recorded at fair value. Due to a short average collection cycle of less than 60 days for such accounts receivable and due to the company’s collection history, the fair value of the company’s retained interest approximates book value. The retained interest recorded at September 30, 2007 is $70.2 million and is included in accounts receivable in the accompanying Consolidated Balance Sheets.

 

The securitization program includes certain of the company’s domestic Foodservice and Crane segment’s businesses and the program was amended in the third quarter of 2007 to increase the capacity of the program from $90 million to $105 million. Trade accounts receivables sold to the Purchaser and being serviced by the company totaled $95.0 million at September 30, 2007.

 

Sales of trade receivables from the special purpose subsidiary to the Purchaser totaled $26.0 million for the nine months ended September 30, 2007. Cash collections of trade accounts receivable balances in the total receivable pool totaled $828.5 million for the nine months ended September 30, 2007.

 

9



 

The accounts receivables securitization program is accounted for as a sale in accordance with FASB Statement No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities — a Replacement of FASB Statement No. 125.” Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying Consolidated Balance Sheets and the proceeds received are included in cash flows from operating activities in the accompanying Consolidated Statements of Cash Flows.

 

The table below provides additional information about delinquencies and net credit losses for trade accounts receivable subject to the accounts receivable securitization program.

 

 

 

 

 

Balance Outstanding

 

 

 

 

 

 

 

60 Days or More

 

Net Credit Losses

 

 

 

Balance outstanding

 

Past Due

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

 

 

2007

 

2007

 

2007

 

Trade accounts receivable subject to securitization program

 

$

165.2

 

$

2.9

 

$

 

 

 

 

 

 

 

 

 

Trade accounts receivable balance sold

 

95.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained interest

 

$

70.2

 

 

 

 

 

 

9.  Income Taxes

 

The company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The following table provides the open tax years for which the Company could be subject to income tax examination by the tax authorities in its major jurisdictions:

 

Jurisdiction

 

Open Years

 

 

 

 

 

U.S. Federal

 

2006

 

Wisconsin

 

1997 – 2006

 

Pennsylvania

 

2002 – 2006

 

France

 

2003 – 2006

 

Germany

 

2001 – 2006

 

Italy

 

2004 – 2006

 

Portugal

 

2002 – 2006

 

England

 

2001 – 2006

 

Singapore

 

2000 – 2006

 

 

The Internal Revenue Service (IRS) commenced an examination of the company’s U.S. income tax returns for the 2004 and 2005 tax years in the first quarter of 2007. On October 2, 2007, the company signed an assessment agreement with the IRS coming to terms on a Research and Development (R&D) tax credit issue. Accordingly, the company recognized $2.7 million of additional R&D tax credit benefit during the quarter. In 2006, the Wisconsin Department of Revenue (WDOR) began an examination of the company’s Wisconsin income tax returns for 1997 through 2005 that is anticipated to be completed by the end of 2008. As of September 30, 2007, the WDOR has not formally issued any assessment report. In August 2007, the German tax authorities began an examination of the company’s German entity’s income and trade tax returns for 2001 through 2005. Thus far, there have been no significant developments with regard to this German examination.

 

The company adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, effective January 1, 2007.  As a result of the adoption of FIN 48, the company recognized an additional tax liability of $10.6 million for unrecognized tax benefits, including $4.6 million of accrued interest and penalties,

 

10



 

which was accounted for as a reduction to the January 1, 2007 balance of retained earnings. Immediately prior to adopting FIN No. 48, the company’s total amount of unrecognized tax benefits, including interest and penalties, was $25.1 million. All of the company’s unrecognized tax benefits, if recognized, would affect the effective tax rate.

 

The company recognizes accrued interest and penalties related to unrecognized tax benefits as part of income tax expense.  During the quarter ended September 30, 2007, the company recognized a benefit of $2.0 million related to reductions in interest and penalties due to changes in estimates of uncertain tax liabilities.  Upon the adoption of Interpretation 48, the Company has accrued interest and penalties in the aggregate of $6.7 million.

 

During the next 12 months, the company does not expect any significant changes in its unrecognized tax benefits. During the first three quarters of 2007, the company recognized a decrease in its FIN 48 liability of $13.9 million from the impact of an IRS audit settlement related to a federal research credit carryover causing a $4.5 million tax benefit. In addition, a tax benefit of $1.3 million resulted from the allowance of a French research credit. These items had the impact of reducing the company’s effective tax rate by 5 percentage points and 2 percentage points in the three and nine months ending September 30, 2007, respectively.

 

10.  Earnings Per Share

 

The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Basic weighted average common shares outstanding

 

125,175,721

 

123,155,226

 

124,314,233

 

122,292,140

 

Effect of dilutive securities - stock options and restricted stock

 

2,739,283

 

2,921,974

 

2,826,979

 

3,279,774

 

Diluted weighted average common shares outstanding

 

127,915,004

 

126,077,200

 

127,141,212

 

125,571,914

 

 

For the three and nine months ended September 30, 2007, no common shares issuable upon the exercise of stock options, and for the three and nine months ended September 30, 2006, 0.2 million common shares issuable upon the exercise of stock options, were anti-dilutive and were excluded from the calculation of diluted earnings per share.

 

During the three months ended September 30, 2007, the company paid a quarterly dividend of $0.02 per outstanding common share. At its July 2007 meeting, the board of directors approved a pre-split quarterly dividend of $0.04 per share of common stock ($0.02 per share of common stock post-split) payable on September 10, 2007, to shareholders of record on August 31, 2007. During the three months ended September 30, 2006, the company paid a quarterly dividend of $0.018 per outstanding share of common stock. During the nine months ended September 30, 2007, the company paid three quarterly dividends of 0.055 per outstanding share of common stock. During the same period ending September 30, 2006, the company paid three quarterly dividends of $0.053 per share of common stock each.

 

11.  Stockholders’ Equity

 

On March 21, 2007, the Board of Directors of the company approved the Rights Agreement between the company and Computershare Trust Company, N.A., as Rights Agent and declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock, par value $0.01 per share, of the company (the “Common Stock”), to shareholders of record at the close of business on March 30, 2007 (the “Record Date”).  In addition to the Rights issued as a dividend on the record date, the Board of Directors has also determined that one Right will be issued together with each share of Common Stock issued by the company after the Record Date.  Generally, each Right, when it becomes exercisable, entitles the registered holder to purchase from the company one share of Common Stock at a purchase price, in cash, of $110.00 per share ($220.00 per share prior to the September 10, 2007 stock split), subject to adjustment as set forth in the Rights Agreement (the “Purchase Price” or “Exercise Price”).

 

11



 

As explained in the Rights Agreement the Rights become exercisable on the “Distribution Date”, which is that date that any of the following occurs: (1) 10 days following a public announcement that a person or group of affiliated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock of the Company; or (2) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock.  The Rights will expire at the close of business on March 29, 2017, unless earlier redeemed or exchanged by the Company as described in the Rights Agreement.

 

12.  Stock Based Compensation

 

Stock based compensation expense is calculated by estimating the fair value of incentive stock options at the time of grant and amortized over the stock options’ vesting period. Stock based compensation was $1.6 million and $4.9 million for the three and nine months ended September 30, 2007, respectively. Stock based compensation was $1.3 million and $4.4 million for the three and nine months ended September 30, 2006, respectively.

 

13.  Contingencies and Significant Estimates

 

The company has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act (CERLA) in connection with the Lemberger Landfill Superfund Site near Manitowoc, Wisconsin. Approximately 150 potentially responsible parties have been identified as having shipped hazardous materials to this site. Eleven of those, including the company, have formed the Lemberger Site Remediation Group and have successfully negotiated with the United States Environmental Protection Agency and the Wisconsin Department of Natural Resources to fund the cleanup and settle their potential liability at this site. The estimated remaining cost to complete the clean up of this site is approximately $8.1 million. Although liability is joint and several, the company’s share of the liability is estimated to be 11% of the remaining cost. Remediation work at the site has been substantially completed, with only long-term pumping and treating of groundwater and site maintenance remaining. The company’s remaining estimated liability for this matter, included in accounts payable and accrued expenses in the Consolidated Balance Sheet at September 30, 2007 is $0.8 million. Based on the size of the company’s current allocation of liabilities at this site, the existence of other viable potential responsible parties and current reserve, the company does not believe that any liability imposed in connection with this site will have a material adverse effect on its financial condition, results of operations, or cash flows.

 

During the due diligence process for the sale of the company’s wholly-owned subsidiary Diversified Refrigeration, LLC, (f/k/a Diversified Refrigeration, Inc.) (DRI) certain contaminants in the soil and ground water associated with the facility were identified. As part of the sale agreement, the company agreed to be responsible for costs associated with further investigation and remediation of the issues identified. Estimates indicate that the costs to remediate this site are approximately $2.0 million. During December 2005, the company recorded a $2.0 million reserve for these estimated costs. This charge was recorded in discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2005. The company’s remaining estimated liability for this matter, included in other accounts payable and accrued expenses in the Consolidated Balance Sheet at September 30, 2007 is $1.8 million. Based upon available information, the company does not expect the ultimate costs will have a material adverse effect on its financial condition, results of operations, or cash flows.

 

At certain of the company’s other facilities, the company has identified potential contaminants in soil and groundwater. The ultimate cost of any remediation required will depend upon the results of future investigation. Based upon available information, the company does not expect the ultimate costs will have a material adverse effect on its financial condition, results of operations, or cash flows.

 

The company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses. Based on the facts presently known, the company does not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations, or cash flows.

 

As of September 30, 2007, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels. The company’s self-insurance retention levels vary by business, and have fluctuated over the last five years. The range of the company’s self-insured retention levels is

 

12



 

$0.1 million to $3.0 million per occurrence. The high-end of the company’s self-insurance retention level is for certain cranes manufactured in the United States for occurrences from January 2000 through October 2002. As of September 30, 2007, the largest self-insured retention level currently maintained by the company is $2.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.

 

Product liability reserves in the Consolidated Balance Sheet at September 30, 2007, were $40.7 million; $15.6 million was reserved specifically for actual cases and $25.1 million for claims incurred but not reported which were estimated using actuarial methods. Based on the company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

 

At September 30, 2007 and December 31, 2006, the company had reserved $78.4 million and $69.4 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Consolidated Balance Sheets. Certain of these warranties and other related claims involve matters in dispute that ultimately are resolved by negotiations, arbitration, or litigation.

 

It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of the company’s historical experience.

 

The company is involved in numerous lawsuits involving asbestos-related claims in which the company is one of numerous defendants. After taking into consideration legal counsel’s evaluation of such actions, the current political environment with respect to asbestos related claims, and the liabilities accrued with respect to such matters, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the financial condition, results of operations, or cash flows of the company.

 

The company is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution is not expected to have a material adverse effect on the company’s financial condition, results of operations, or cash flows.

 

14.  Guarantees

 

The company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments.  These transactions are recorded as operating leases for all significant residual value guarantees and for all buyback commitments.  These initial transactions are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the customer’s third party financing agreement.  The deferred revenue included in accounts payable and accrued expenses and non-current liabilities at September 30, 2007 and December 31, 2006 was $126.8 million and $118.5 million, respectively.  The total amount of residual value guarantees and buyback commitments given by the company and outstanding at September 30, 2007 was $130.4 million.  This amount is not reduced for amounts the company would recover from repossessing and subsequent resale of the units.  The residual value guarantees and buyback commitments expire at various times through 2012.

 

During the nine months ended September 30, 2007 and 2006, the company sold $9.2 million and $14.8 million, respectively, of its long term notes receivable to third party financing companies.  The company guarantees some percentage, up to 100%, of collection of the notes to the financing companies. The company has accounted for the sales of the notes as a financing of receivables.  The receivables remain on the company’s Consolidated Balance Sheet, net of payments made, in accounts payable and accrued expenses and non-current assets and the company has recognized an obligation equal to the net outstanding balance of the notes in other current and non-current liabilities in the Consolidated Balance Sheets.  The cash flow benefit of these transactions, net of payments made by the customer, are reflected as financing activities in the Consolidated Statement of Cash Flows.  During the nine months ended September 30, 2007, the customers have paid $12.6 million of the notes to the third party financing companies.  As of September 30, 2007, the outstanding balance of the notes receivables guaranteed by the company was $19.0 million.

 

13



 

In the normal course of business, the company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the company. Such warranty generally provides that products will be free from defects for periods ranging from 12 months to 60 months. If a product fails to comply with the company’s warranty, the company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products. The company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized. These costs primarily include labor and materials, as necessary, associated with repair or replacement. The primary factors that affect the company’s warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, the company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. Below is a table summarizing the warranty activity for the nine months ended September 30, 2007 and 2006.

 

 

 

2007

 

2006

 

Balance at beginning of period

 

$

69.4

 

$

55.4

 

Accruals for warranties issued during the period

 

39.5

 

34.8

 

Settlements made (in cash or in kind) during the period

 

(32.6

)

(27.6

)

Acquisition

 

 

0.2

 

Currency translation

 

2.1

 

1.8

 

Balance at end of period

 

$

78.4

 

$

64.6

 

 

15.  Employee Benefit Plans

 

The company provides certain pension, health care and death benefits for eligible retirees and their dependents.  The pension benefits are funded, while the health care and death benefits are not funded but are paid as incurred.  Eligibility for coverage is based on meeting certain years of service and retirement qualifications.  These benefits may be subject to deductibles, co-payment provisions, and other limitations.  The company has reserved the right to modify these benefits.

 

The components of periodic benefit costs for the three and nine months ended September 30, 2007 and 2006 are as follows:

 

 

 

Three Months Ended September 30, 2007

 

Nine Months Ended September 30, 2007

 

 

 

U.S.

 

Non-U.S.

 

Postretirement

 

U.S.

 

Non-U.S.

 

Postretirement

 

 

 

Pension

 

Pension

 

Health and

 

Pension

 

Pension

 

Health and

 

 

 

Plans

 

Plans

 

Other Plans

 

Plans

 

Plans

 

Other Plans

 

Service cost - benefits earned during the period

 

$

 

$

0.5

 

$

0.2

 

$

 

$

1.5

 

$

0.5

 

Interest cost of projected benefit obligations

 

1.8

 

1.2

 

0.8

 

5.3

 

3.5

 

2.5

 

Expected return on plan assets

 

(1.8

)

(1.1

)

 

(5.3

)

(3.3

)

 

Amortization of actuarial net (gain) loss

 

0.2

 

 

0.1

 

0.5

 

 

0.2

 

Net periodic benefit costs

 

$

0.2

 

$

0.6

 

$

1.1

 

$

0.5

 

$

1.7

 

$

3.2

 

Weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

5.75

%

4.5 - 4.9

%

5.75

%

5.75

%

4.5 - 4.9

%

5.75

%

Expected return on plan assets

 

6.5

%

0.0 - 6.3

%

N/A

 

6.5

%

0.0 - 6.3

%

N/A

 

Rate of compensation increase

 

N/A

 

1.8 – 4.0

%

N/A

 

N/A

 

1.8 – 4.0

%

N/A

 

 

14



 

 

 

Three Months Ended September 30, 2006

 

Nine Months Ended September 30, 2006

 

 

 

U.S.

 

Non-U.S.

 

Postretirement

 

U.S.

 

Non-U.S.

 

Postretirement

 

 

 

Pension

 

Pension

 

Health and

 

Pension

 

Pension

 

Health and

 

 

 

Plans

 

Plans

 

Other Plans

 

Plans

 

Plans

 

Other Plans

 

Service cost - benefits earned during the period

 

$

 

$

0.4

 

$

0.2

 

$

 

$

1.2

 

$

0.6

 

Interest cost of projected benefit obligations

 

1.6

 

1.0

 

0.8

 

4.8

 

3.0

 

2.4

 

Expected return on plan assets

 

(1.6

)

(0.8

)

 

(4.8

)

(2.4

)

 

Amortization of actuarial net (gain) loss

 

0.2

 

 

0.1

 

0.6

 

0.1

 

0.1

 

Net periodic benefit costs

 

$

0.2

 

$

0.6

 

$

1.1

 

$

0.6

 

$

1.9

 

$

3.1

 

Weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

5.50

%

4.53

%

5.50

%

5.50

%

4.53

%

5.50

%

Expected return on plan assets

 

8.25

%

5.74

%

N/A

 

8.25

%

5.74

%

N/A

 

Rate of compensation increase

 

N/A

 

3.53

%

N/A

 

N/A

 

3.53

%

N/A

 

 

The company made a contribution of $27.2 million during the first quarter of 2007 that fully funded the ongoing pension liability of the U.S. pension plans. The company also changed its investment policy to more closely align the interest rate sensitivity of its pension plan assets with the corresponding liabilities. The resulting asset allocation consists of approximately 10% equities and 90% fixed income securities. This funding and change in allocation will remove a significant portion of the U.S. pension’s volatility arising from unpredictable changes in interest rates and the equity markets. This decision increased the funded status of these plans, and minimized unexpected future pension cash contributions that would result from implementation of the provisions of the Pension Protection Act.

 

During the second quarter of 2007, the company made a $15.1 million pension contribution to its U.K. defined benefit pension plan.  The $15.1 million contribution funded the defined benefit plan as well as paid an incentive to certain pensioners to transfer from the defined benefit plan to a defined contribution plan.  As a result of this payment, the company recorded a charge during the second quarter of 2007 of approximately $3.8 million to reflect the incentive given to the pensioners and expenses incurred. This charge is recorded in pension settlements in the Consolidated Statement of Operations for the nine months ended September 30, 2007. Subsequent to the funding of the defined benefit pension plan, approximately $39.2 million of assets and related liabilities were transferred from the defined benefit pension plan to a defined contribution pension plan.

 

During the second quarter of 2007, the company recorded a charge of $1.4 million related to a withdraw liability from a multiemployer pension plan at its former River Falls, Wisconsin facility. During the third quarter of 2005, the company closed its Kolpak operation located in River Falls, Wisconsin and consolidated it with its operation in Tennessee. The $1.4 million represents the estimated payment the company will make to the multiemployer pension plan for its former union employees at the closed facility. This charge is recorded in pension settlements in the Consolidated Statement of Operations for the nine months ended September 30, 2007.

 

16.  Debt and Loss on Debt Extinguishment

 

On August 1, 2007, the company redeemed its 10 ½% senior subordinated notes due 2012. Pursuant to the terms of the indenture, the company paid the note holders 105.25 percent of the principal amount plus accrued and unpaid interest up to the redemption date. As a result of this redemption, the company incurred a charge of $12.5 million ($8.1 million net of income taxes) related to the call premium, write-off of unamortized debt issuance costs and other expenses. The charge was recorded in loss on debt extinguishment in the Consolidated Statement of Operations.

 

15



 

On May 15, 2006, the company redeemed its 10 3/8% senior subordinated notes due 2011. Pursuant to the terms of the indenture, the company paid the note holders 105.188 percent of the principal amount plus accrued and unpaid interest up to the redemption date.  As a result of this redemption, the company incurred a charge of $14.4 million ($9.4 million net of income taxes) related to the call premium, write-off of unamortized debt issuance costs and other expenses.  The charge was recorded in loss on debt extinguishment in the Consolidated Statement of Operations.

 

17.  Sale of Parts Line

 

On April 3, 2007, the company sold all of its aftermarket replacement parts and rights to manufacture, sell and service aftermarket replacement parts for all the models of the Grove Manlift aerial work platform product line around the world, to MinnPar LLC. The company received $4.9 million in proceeds and recognized a gain of $3.3 million, which is recorded in gain on sale of parts line in the Consolidated Statement of Operations for the nine months ended September 30, 2007.

 

18.  Recent Accounting Changes and Pronouncements

 

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments an Amendment of FASB Statement No. 133 and 140.”  SFAS No 155 amends certain aspects of SFAS No 133, primarily related to hybrid financial instruments and beneficial interest in securitized financial assets, as well as amends SFAS No. 140, related to eliminating a restriction on the passive derivative instruments that a qualifying special-purpose entity (SPE) may hold.  SFAS No. 155 was effective for the company on January 1, 2007 and did not have any impact on the company.

 

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets an amendment of FASB Statement No. 140.”  SFAS No. 156, amends certain aspects of SFAS No. 140, by requiring that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable.  SFAS No. 156 was effective for the company on January 1, 2007 and did not have any impact on the company.

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”  SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities. The standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances.  SFAS No. 157 is effective for the company on January 1, 2008.  The company does not anticipate the adoption of SFAS No. 157 will have a significant impact on its Consolidated Financial Statements.

 

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115.” This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option permits a company to choose to measure eligible items at fair value at specified election dates. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings after adoption. Statement 159 will be effective for us beginning January 1, 2008. We are currently evaluating the impact SFAS No. 159 could have on our consolidated financial statements.

 

16



 

19.  Subsidiary Guarantors of Senior Notes due 2013

 

The following tables present condensed consolidating financial information for (a) the parent company, The Manitowoc Company, Inc. (Parent); (b) on a combined basis, the guarantors of the Senior Notes due 2013, which include substantially all of the domestic wholly owned subsidiaries of the company (Subsidiary Guarantors); and (c) on a combined basis, the wholly and partially owned foreign subsidiaries of the company, which do not guarantee the Senior Notes due 2013 (Non-Guarantor Subsidiaries).  Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, and 100% owned by the company.

 

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2007
(In millions)

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Guarantor

 

Guarantor

 

 

 

 

 

 

 

Parent

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

Net sales

 

$

 

$

614.1

 

$

509.9

 

$

(117.8

)

$

1,006.2

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

488.0

 

411.2

 

(117.8

)

781.4

 

Engineering, selling and administrative expenses

 

10.9

 

49.0

 

39.5

 

 

99.4

 

Gain on sale of parts line

 

 

 

 

 

 

Pension settlement

 

 

 

 

 

 

Amortization expense

 

 

0.5

 

0.5

 

 

1.0

 

Total costs and expenses

 

10.9

 

537.5

 

451.2

 

(117.8

)

881.8

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from operations

 

(10.9

)

76.6

 

58.7

 

 

124.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(4.8

)

(1.3

)

(2.4

)

 

(8.5

)

Management fee income (expense)

 

9.2

 

(8.8

)

(0.4

)

 

 

Loss on debt extinguishment

 

(12.5

)

 

 

 

(12.5

)

Other income (expense), net

 

15.6

 

(2.4

)

(13.6

)

 

(0.4

)

Total other income (expense)

 

7.5

 

(12.5

)

(16.4

)

 

(21.4

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before taxes on income (loss) and equity in earnings of subsidiaries

 

(3.4

)

64.1

 

42.3

 

 

103.0

 

Provision (benefit) for taxes on income

 

(0.8

)

14.4

 

13.5

 

 

27.1

 

Earnings (loss) from continuing operations before equity in earnings of subsidiaries

 

(2.6

)

49.7

 

28.8

 

 

75.9

 

Equity in earnings of subsidiaries

 

78.5

 

 

 

(78.5

)

 

Net earnings

 

$

75.9

 

$

49.7

 

$

28.8

 

$

(78.5

)

$

75.9

 

 

17



 

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2006
(In millions)

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Guarantor

 

Guarantor

 

 

 

 

 

 

 

Parent

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

Net sales

 

$

 

$

498.0

 

$

358.7

 

$

(77.7

)

$

779.0

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

401.0

 

286.4

 

(77.7

)

609.7

 

Engineering, selling and administrative expenses

 

11.7

 

41.7

 

30.8

 

 

84.2

 

Amortization expense

 

 

0.5

 

0.5

 

 

1.0

 

Total costs and expenses

 

11.7

 

443.2

 

317.7

 

(77.7

)

694.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from operations

 

(11.7

)

54.8

 

41.0

 

 

84.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(6.6

)

(0.3

)

(3.4

)

 

(10.2

)

Management fee income (expense)

 

6.6

 

(6.4

)

(0.2

)

 

 

Other income (expense), net

 

7.7

 

(3.7

)

(3.2

)

 

0.7

 

Total other income (expense)

 

7.7

 

(10.4

)

(6.8

)

 

(9.5

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before taxes on income (loss) and equity in earnings of subsidiaries

 

(4.0

)

44.4

 

34.2

 

 

74.6

 

Provision (benefit) for taxes on income

 

(1.3

)

14.5

 

11.0

 

 

24.2

 

Earnings (loss) from continuing operations before equity in earnings of subsidiaries

 

(2.7

)

29.9

 

23.2

 

 

50.4

 

Equity in earnings of subsidiaries

 

53.1

 

 

 

(53.1

)

 

Net earnings

 

$

50.4

 

$

29.9

 

$

23.2

 

$

(53.1

)

$

50.4

 

 

18



 

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2007
(In millions)

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Guarantor

 

Guarantor

 

 

 

 

 

 

 

Parent

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

Net sales

 

$

 

$

1,776.5

 

$

1,460.3

 

$

(349.9

)

$

2,886.9

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,414.8

 

1,161.8

 

(349.9

)

2,226.7

 

Engineering, selling and administrative expenses

 

33.0

 

138.4

 

122.4

 

 

293.8

 

Gain on sale of parts line

 

 

(3.3

)

 

 

(3.3

)

Pension settlements

 

1.3

 

 

3.9

 

 

5.2

 

Amortization expense

 

 

1.4

 

1.5

 

 

2.9

 

Total costs and expenses

 

34.3

 

1,551.3

 

1,289.6

 

(349.9

)

2,525.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from operations

 

(34.3

)

225.2

 

170.7

 

 

361.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(19.0

)

(3.4

)

(5.0

)

 

(27.4

)

Management fee income (expense)

 

27.1

 

(25.9

)

(1.2

)

 

 

Loss on debt extinguishment

 

(12.5

)

 

 

 

(12.5

)

Other income (expense), net

 

49.5

 

(12.0

)

(33.1

)

 

4.4

 

Total other income (expense)

 

45.1

 

(41.3

)

(39.3

)

 

(35.5

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before taxes on income (loss) and equity in earnings of subsidiaries

 

10.8

 

183.9

 

131.4

 

 

326.1

 

Provision (benefit) for taxes on income

 

2.1

 

39.2

 

47.4

 

 

88.7

 

Earnings (loss) from continuing operations before equity in earnings of subsidiaries

 

8.7

 

144.7

 

84.0

 

 

237.4

 

Equity in earnings of subsidiaries

 

228.8

 

 

 

(228.8

)

 

Net earnings

 

$

237.5

 

$

144.7

 

$

84.0

 

$

(228.8

)

$

237.4

 

 

19



 

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2006
(In millions)

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Guarantor

 

Guarantor

 

 

 

 

 

 

 

Parent

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

 

$

1,382.1

 

$

1,012.0

 

$

(236.0

)

$

2,158.1

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

1,112.4

 

805.3

 

(236.0

)

1,681.7

 

Engineering, selling and administrative expenses

 

30.6

 

123.3

 

96.0

 

 

249.9

 

Amortization expense

 

 

1.1

 

1.3

 

 

2.4

 

Total costs and expenses

 

30.6

 

1,236.8

 

902.6

 

(236.0

)

1,934.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from operations

 

(30.6

)

145.3

 

109.4

 

 

224.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(27.5

)

(0.7

)

(7.8

)

 

(36.0

)

Management fee income (expense)

 

20.0

 

(19.5

)

(0.5

)

 

 

Loss on debt extinguishment

 

(14.4

)

 

 

 

(14.4

)

Other income (expense), net

 

26.6

 

(13.0

)

(9.5

)

 

4.1

 

Total other expense

 

4.7

 

(33.2

)

(17.8

)

 

(46.3

)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before taxes on income (loss) and equity in earnings of subsidiaries and discontinued operations

 

(25.9

)

112.1

 

91.6

 

 

177.8

 

Provision (benefit) for taxes on income

 

(7.0

)

31.5

 

30.7

 

 

55.2

 

Earnings (loss) from continuing operations before equity in earnings of subsidiaries and discontinued operations

 

(18.9

)

80.6

 

60.9

 

 

122.6

 

Equity in earnings of subsidiaries

 

141.2

 

 

 

(141.2

)

 

Loss from discontinued operations, net of income taxes

 

 

(0.3

)

 

 

(0.3

)

Net earnings

 

$

122.3

 

$

80.3

 

$

60.9

 

$

(141.2

)

$

122.3

 

 

20



 

The Manitowoc Company, Inc.
Condensed Consolidating Balance Sheet
as of September 30, 2007
(In millions)

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

Guarantor

 

Guarantor

 

 

 

 

 

 

 

Parent

 

Subsidiaries

 

Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

5.0

 

$

29.5

 

$

69.3

 

$

 

$

103.8

 

Marketable securities

 

2.5

 

 

 

 

2.5

 

Restricted cash

 

15.6

 

 

 

 

15.6

 

Accounts receivable — net

 

0.4

 

117.2

 

309.6

 

 

427.2

 

Inventories — net

 

 

230.6

 

398.8

 

 

629.4

 

Deferred income taxes

 

50.8

 

 

51.3

 

 

102.1

 

Other current assets

 

0.5

 

57.5

 

35.3

 

 

93.3

 

Total current assets

 

74.8

 

434.8

 

864.3

 

 

1,373.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment — net

 

9.5

 

179.4

 

254.4

 

 

443.3

 

Goodwill

 

 

325.9

 

219.4

 

 

545.3

 

Other intangible assets — net

 

 

72.1

 

98.3

 

 

170.4

 

Deferred income taxes

 

26.8

 

 

(7.7

)

 

19.1

 

Other non-current assets

 

20.6

 

9.9

 

8.0

 

 

38.5

 

Investment in affiliates

 

671.9

 

23.0

 

199.0

 

(893.9

)

 

Total assets

 

$

803.6

 

$

1,045.1

 

$

1,635.7

 

$

(893.9

)

$

2,590.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

4.7

 

$

379.9

 

$

533.2

 

$

 

$

917.8

 

Short-term borrowings

<