UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark One
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2003
OR
| ¨ | 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 1-1657
CRANE CO.
(Exact name of registrant as specified in its charter)
| Delaware |
13-1952290 | |
| (State or other jurisdiction of |
(I.R.S. Employer | |
| incorporation or organization) |
Identification No.) | |
| 100 First Stamford Place, Stamford, CT |
06902 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (203) 363-7300
(Not Applicable)
(Former name, former address and former fiscal year, if changed since last report)
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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
The number of shares outstanding of the issuer’s classes of common stock, as of April 30, 2003:
Common stock, $1.00 Par Value – 59,278,225 shares
Part I – Financial Information
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Statements of Operations
(In Thousands)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Net sales |
$ |
376,470 |
|
$ |
371,545 |
| ||
| Operating costs and expenses: |
||||||||
| Cost of sales |
|
257,275 |
|
|
255,420 |
| ||
| Selling, general and administrative |
|
91,016 |
|
|
79,311 |
| ||
|
|
348,291 |
|
|
334,731 |
| |||
| Operating profit |
|
28,179 |
|
|
36,814 |
| ||
| Other income (expense): |
||||||||
| Interest income |
|
189 |
|
|
450 |
| ||
| Interest expense |
|
(3,944 |
) |
|
(4,491 |
) | ||
| Miscellaneous – net |
|
(165 |
) |
|
(1,732 |
) | ||
|
|
(3,920 |
) |
|
(5,773 |
) | |||
| Income before income taxes and cumulative effect of a change in accounting principle |
|
24,259 |
|
|
31,041 |
| ||
| Provision for income taxes |
|
7,763 |
|
|
10,244 |
| ||
| Income before cumulative effect of a change in accounting principle |
|
16,496 |
|
|
20,797 |
| ||
| Cumulative effect of a change in accounting principle |
|
— |
|
|
(28,076 |
) | ||
| Net income (loss) |
$ |
16,496 |
|
$ |
(7,279 |
) | ||
| Basic and diluted net income (loss) per share: |
||||||||
| Income before cumulative effect of a change in accounting principle |
$ |
.28 |
|
$ |
.35 |
| ||
| Cumulative effect of a change in accounting principle |
|
— |
|
|
(0.47 |
) | ||
| Net income (loss) |
$ |
.28 |
|
$ |
(0.12 |
) | ||
| Average basic shares outstanding |
|
59,400 |
|
|
59,786 |
| ||
| Average diluted shares outstanding |
|
59,455 |
|
|
59,786 |
| ||
| Dividends per share |
$ |
.10 |
|
$ |
.10 |
| ||
See Notes to Consolidated Financial Statements
2
Part I – Financial Information
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Balance Sheets
(In Thousands)
(Unaudited)
| March 31, |
December 31, | |||||
| 2003 |
2002 | |||||
| Assets |
||||||
| Current Assets |
||||||
| Cash and cash equivalents |
$ |
44,257 |
$ |
36,589 | ||
| Accounts receivable |
|
225,750 |
|
213,850 | ||
| Inventories: |
||||||
| Finished goods |
|
72,530 |
|
62,254 | ||
| Finished parts and subassemblies |
|
53,458 |
|
55,037 | ||
| Work in process |
|
28,969 |
|
27,279 | ||
| Raw materials |
|
66,228 |
|
70,119 | ||
|
|
221,185 |
|
214,689 | |||
| Other Current Assets |
|
45,258 |
|
44,349 | ||
| Total Current Assets |
|
536,450 |
|
509,477 | ||
| Property, Plant and Equipment: |
||||||
| Cost |
|
683,609 |
|
678,760 | ||
| Less accumulated depreciation |
|
410,289 |
|
405,512 | ||
|
|
273,320 |
|
273,248 | |||
| Other Assets |
|
172,849 |
|
174,522 | ||
| Intangible assets |
|
45,316 |
|
46,093 | ||
| Goodwill |
|
410,626 |
|
410,356 | ||
| Total Assets |
$ |
1,438,561 |
$ |
1,413,696 | ||
See Notes to Consolidated Financial Statements
(Continued)
3
Part I – Financial Information
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Balance Sheets
(In Thousands)
(Unaudited)
| March 31, |
December 31, |
|||||||
| 2003 |
2002 |
|||||||
| Liabilities and Shareholders’ Equity |
||||||||
| Current Liabilities |
||||||||
| Current maturities of long-term debt |
$ |
101,650 |
|
$ |
400 |
| ||
| Loans payable |
|
49,550 |
|
|
48,153 |
| ||
| Accounts payable |
|
101,673 |
|
|
91,072 |
| ||
| Accrued liabilities |
|
123,752 |
|
|
125,859 |
| ||
| U.S. and foreign taxes on income |
|
27,991 |
|
|
22,941 |
| ||
| Total Current Liabilities |
|
404,616 |
|
|
288,425 |
| ||
| Long-Term Debt |
|
103,670 |
|
|
205,318 |
| ||
| Accrued Pension and Postretirement Benefits |
|
39,468 |
|
|
39,499 |
| ||
| Deferred Income Taxes |
|
8,878 |
|
|
8,972 |
| ||
| Other Liabilities |
|
221,889 |
|
|
222,420 |
| ||
| Preferred Shares, par value $.01; 5,000,000 shares authorized |
|
— |
|
|
— |
| ||
| Common Shareholders’ Equity: |
||||||||
| Common stock, par value $1.00; 200,000,000 shares authorized, 72,426,139 shares issued |
|
72,426 |
|
|
72,426 |
| ||
| Capital surplus |
|
106,421 |
|
|
106,421 |
| ||
| Retained earnings |
|
765,492 |
|
|
756,801 |
| ||
| Accumulated other comprehensive gain (loss) |
|
4,381 |
|
|
(788 |
) | ||
| Common stock held in treasury |
|
(288,680 |
) |
|
(285,798 |
) | ||
| Total Common Shareholders’ Equity |
|
660,040 |
|
|
649,062 |
| ||
| Total Liabilities and Shareholders’ Equity |
$ |
1,438,561 |
|
$ |
1,413,696 |
| ||
| Common Stock Issued |
|
72,426 |
|
|
72,426 |
| ||
| Less Common Stock held in Treasury |
|
(13,124 |
) |
|
(12,978 |
) | ||
| Common Stock Outstanding |
|
59,302 |
|
|
59,448 |
| ||
See Notes to Consolidated Financial Statements
4
Part I – Financial Information (Cont’d.)
Item 1. Financial Statements
Crane Co. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Operating activities: |
||||||||
| Net income (loss) |
$ |
16,496 |
|
$ |
(7,279 |
) | ||
| Cumulative effect of a change in accounting principle |
|
— |
|
|
28,076 |
| ||
| Income before accounting change |
|
16,496 |
|
|
20,797 |
| ||
| (Income)loss from joint venture |
|
(371 |
) |
|
643 |
| ||
| Depreciation and amortization |
|
12,364 |
|
|
12,002 |
| ||
| Deferred income taxes |
|
(255 |
) |
|
1,941 |
| ||
| Cash used for operating working capital |
|
(4,580 |
) |
|
(6,167 |
) | ||
| Other |
|
(1,033 |
) |
|
(2,139 |
) | ||
| Total provided from operating activities |
|
22,621 |
|
|
27,077 |
| ||
| Investing activities: |
||||||||
| Capital expenditures |
|
(6,484 |
) |
|
(6,479 |
) | ||
| Payments for acquisitions |
|
— |
|
|
(1,650 |
) | ||
| Proceeds from divestitures |
|
1,200 |
|
|
— |
| ||
| Proceeds from disposition of capital assets |
|
344 |
|
|
462 |
| ||