Item 1. Financial Statements
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2022 and 2021
(Unaudited)
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Net sales |
|
$ |
459.0 |
|
|
$ |
354.3 |
|
Cost of sales |
|
|
374.0 |
|
|
|
285.9 |
|
Gross profit |
|
|
85.0 |
|
|
|
68.4 |
|
Operating costs and expenses: |
|
|
|
|
|
|
Engineering, selling and administrative expenses |
|
|
66.5 |
|
|
|
57.7 |
|
Amortization of intangible assets |
|
|
0.8 |
|
|
|
0.1 |
|
Restructuring (income) expense |
|
|
0.1 |
|
|
|
(0.1 |
) |
Total operating costs and expenses |
|
|
67.4 |
|
|
|
57.7 |
|
Operating income |
|
|
17.6 |
|
|
|
10.7 |
|
Other expense: |
|
|
|
|
|
|
Interest expense |
|
|
(7.4 |
) |
|
|
(7.1 |
) |
Amortization of deferred financing fees |
|
|
(0.4 |
) |
|
|
(0.4 |
) |
Other expense - net |
|
|
(0.2 |
) |
|
|
(2.1 |
) |
Total other expense |
|
|
(8.0 |
) |
|
|
(9.6 |
) |
Income before income taxes |
|
|
9.6 |
|
|
|
1.1 |
|
Provision for income taxes |
|
|
6.5 |
|
|
|
4.2 |
|
Net income (loss) |
|
$ |
3.1 |
|
|
$ |
(3.1 |
) |
|
|
|
|
|
|
|
Per Share Data |
|
|
|
|
|
|
Basic net income (loss) per common share |
|
$ |
0.09 |
|
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
Diluted net income (loss) per common share |
|
$ |
0.09 |
|
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
Weighted average shares outstanding - basic |
|
|
35,131,889 |
|
|
|
34,809,725 |
|
Weighted average shares outstanding - diluted |
|
|
35,565,935 |
|
|
|
34,809,725 |
|
The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
2
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Comprehensive Loss
For the three months ended March 31, 2022 and 2021
(Unaudited)
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Net income (loss) |
|
$ |
3.1 |
|
|
$ |
(3.1 |
) |
Other comprehensive loss, net of income tax: |
|
|
|
|
|
|
Unrealized losses on derivatives, net of income tax
provision of $0.0 and $0.0, respectively |
|
|
(0.2 |
) |
|
|
— |
|
Employee pension and postretirement benefit expense, net of
income tax provision of $0.0 and $0.0, respectively |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
Foreign currency translation adjustments, net of income tax benefit
of $0.0 and $3.2, respectively |
|
|
(5.5 |
) |
|
|
(10.0 |
) |
Total other comprehensive loss, net of income tax |
|
|
(6.3 |
) |
|
|
(10.6 |
) |
Comprehensive loss |
|
$ |
(3.2 |
) |
|
$ |
(13.7 |
) |
The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
3
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Balance Sheets
As of March 31, 2022 and December 31, 2021
(Unaudited)
($ in millions, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
|
December 31,
2021 |
|
Assets |
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
51.6 |
|
|
$ |
75.4 |
|
Accounts receivable, less allowances of $7.3 and $7.3, respectively |
|
|
242.2 |
|
|
|
236.1 |
|
Inventories — net |
|
|
643.1 |
|
|
|
576.8 |
|
Notes receivable — net |
|
|
14.9 |
|
|
|
16.7 |
|
Other current assets |
|
|
35.5 |
|
|
|
36.8 |
|
Total current assets |
|
|
987.3 |
|
|
|
941.8 |
|
Property, plant and equipment — net |
|
|
340.8 |
|
|
|
358.8 |
|
Operating lease right-of-use assets |
|
|
37.5 |
|
|
|
40.6 |
|
Goodwill |
|
|
250.6 |
|
|
|
249.7 |
|
Other intangible assets — net |
|
|
136.9 |
|
|
|
139.6 |
|
Other non-current assets |
|
|
41.5 |
|
|
|
44.7 |
|
Total assets |
|
$ |
1,794.6 |
|
|
$ |
1,775.2 |
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
462.8 |
|
|
$ |
413.4 |
|
Short-term borrowings and current portion of long-term debt |
|
|
9.1 |
|
|
|
7.3 |
|
Product warranties |
|
|
49.4 |
|
|
|
49.0 |
|
Customer advances |
|
|
25.5 |
|
|
|
28.7 |
|
Other liabilities |
|
|
21.4 |
|
|
|
22.6 |
|
Total current liabilities |
|
|
568.2 |
|
|
|
521.0 |
|
Non-Current Liabilities: |
|
|
|
|
|
|
Long-term debt |
|
|
380.1 |
|
|
|
399.9 |
|
Operating lease liabilities |
|
|
26.7 |
|
|
|
29.2 |
|
Deferred income taxes |
|
|
5.1 |
|
|
|
6.5 |
|
Pension obligations |
|
|
68.9 |
|
|
|
69.4 |
|
Postretirement health and other benefit obligations |
|
|
11.8 |
|
|
|
12.1 |
|
Long-term deferred revenue |
|
|
21.3 |
|
|
|
22.9 |
|
Other non-current liabilities |
|
|
51.0 |
|
|
|
51.8 |
|
Total non-current liabilities |
|
|
564.9 |
|
|
|
591.8 |
|
Commitments and contingencies (Note 18) |
|
|
|
|
|
|
Stockholders' Equity: |
|
|
|
|
|
|
Preferred stock (3,500,000 shares authorized of $.01 par value;
none outstanding) |
|
|
— |
|
|
|
— |
|
Common stock (75,000,000 shares authorized, 40,793,983 shares issued, 35,319,205
and 35,056,252 shares outstanding, respectively) |
|
|
0.4 |
|
|
|
0.4 |
|
Additional paid-in capital |
|
|
601.7 |
|
|
|
602.4 |
|
Accumulated other comprehensive loss |
|
|
(108.7 |
) |
|
|
(102.4 |
) |
Retained earnings |
|
|
231.0 |
|
|
|
227.9 |
|
Treasury stock, at cost (5,474,778 and 5,737,731 shares, respectively) |
|
|
(62.9 |
) |
|
|
(65.9 |
) |
Total stockholders' equity |
|
|
661.5 |
|
|
|
662.4 |
|
Total liabilities and stockholders' equity |
|
$ |
1,794.6 |
|
|
$ |
1,775.2 |
|
The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
4
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2022 and 2021
(Unaudited)
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
Net income (loss) |
|
$ |
3.1 |
|
|
$ |
(3.1 |
) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
Depreciation |
|
|
16.1 |
|
|
|
10.0 |
|
Amortization of intangible assets |
|
|
0.8 |
|
|
|
0.1 |
|
Amortization of deferred financing fees |
|
|
0.4 |
|
|
|
0.4 |
|
Deferred income taxes |
|
|
— |
|
|
|
0.9 |
|
Gain on sale of property, plant and equipment |
|
|
— |
|
|
|
(0.1 |
) |
Net unrealized foreign currency transaction losses |
|
|
1.4 |
|
|
|
0.3 |
|
Stock-based compensation expense |
|
|
3.1 |
|
|
|
2.5 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
Accounts receivable |
|
|
(7.7 |
) |
|
|
23.4 |
|
Inventories |
|
|
(69.4 |
) |
|
|
(59.5 |
) |
Notes receivable |
|
|
3.0 |
|
|
|
2.3 |
|
Other assets |
|
|
0.4 |
|
|
|
5.4 |
|
Accounts payable |
|
|
54.6 |
|
|
|
53.4 |
|
Accrued expenses and other liabilities |
|
|
(0.2 |
) |
|
|
4.8 |
|
Net cash provided by operating activities |
|
|
5.6 |
|
|
|
40.8 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
Capital expenditures |
|
|
(8.7 |
) |
|
|
(8.0 |
) |
Net cash used for investing activities |
|
|
(8.7 |
) |
|
|
(8.0 |
) |
Cash Flows from Financing Activities: |
|
|
|
|
|
|
Payments on revolving credit facility |
|
|
(20.0 |
) |
|
|
— |
|
Other debt - net |
|
|
(0.8 |
) |
|
|
(0.8 |
) |
Exercises of stock options |
|
|
0.1 |
|
|
|
0.8 |
|
Net cash used for financing activities |
|
|
(20.7 |
) |
|
|
— |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
— |
|
|
|
(3.0 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
(23.8 |
) |
|
|
29.8 |
|
Cash and cash equivalents at beginning of period |
|
|
75.4 |
|
|
|
128.7 |
|
Cash and cash equivalents at end of period |
|
$ |
51.6 |
|
|
$ |
158.5 |
|
The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
5
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Equity
For the three months ended March 31, 2022 and 2021
(Unaudited)
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
|
March 31,
2021 |
|
Common Stock - Par Value |
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
0.4 |
|
|
$ |
0.4 |
|
Balance at end of period |
|
$ |
0.4 |
|
|
$ |
0.4 |
|
Additional Paid-in Capital |
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
602.4 |
|
|
$ |
595.1 |
|
Stock options exercised and issuance of other stock awards |
|
|
(3.8 |
) |
|
|
(1.2 |
) |
Stock-based compensation |
|
|
3.1 |
|
|
|
2.5 |
|
Balance at end of period |
|
$ |
601.7 |
|
|
$ |
596.4 |
|
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
(102.4 |
) |
|
$ |
(97.5 |
) |
Other comprehensive loss |
|
|
(6.3 |
) |
|
|
(10.6 |
) |
Balance at end of period |
|
$ |
(108.7 |
) |
|
$ |
(108.1 |
) |
Retained Earnings |
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
227.9 |
|
|
$ |
216.9 |
|
Net income (loss) |
|
|
3.1 |
|
|
|
(3.1 |
) |
Balance at end of period |
|
$ |
231.0 |
|
|
$ |
213.8 |
|
Treasury Stock |
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
(65.9 |
) |
|
$ |
(71.4 |
) |
Stock options exercised and issuance of other stock awards |
|
|
3.0 |
|
|
|
1.9 |
|
Balance at end of period |
|
$ |
(62.9 |
) |
|
$ |
(69.5 |
) |
Total equity |
|
$ |
661.5 |
|
|
$ |
633.0 |
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
THE MANITOWOC COMPANY, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
For the three months ended March 31, 2022 and 2021
1. Accounting Policies and Basis of Presentation
The Manitowoc Company, Inc. (“Manitowoc” and the “Company”) was founded in 1902 and has over a 119-year tradition of providing high-quality, customer-focused products and support services to its markets. Manitowoc is one of the world's leading providers of engineered lifting solutions. Manitowoc, through its wholly-owned subsidiaries, designs, manufactures, markets, and supports comprehensive product lines of mobile hydraulic cranes, lattice-boom crawler cranes, boom trucks, and tower cranes under the Aspen Equipment, Grove, Manitowoc, MGX Equipment Services, National Crane, Potain and Shuttlelift brand names. The Company serves a wide variety of customers, including dealers, rental companies, contractors, and government entities, across the petrochemical, industrial, commercial construction, power and utilities, infrastructure and residential construction end markets. Additionally, the Company leverages its installed base of approximately 155,000 cranes to provide aftermarket parts and services to enable its customers to manage their fleets more effectively and improve their return on investment. Due to the ongoing and predictable maintenance needed by cranes, as well as the high cost of crane downtime, Manitowoc’s aftermarket support operations provide the Company with a consistent stream of recurring revenue. The Company continues to expand its tower crane rental fleet in Europe and Africa ("EURAF") to directly service its customers in the region.
The Company has three reportable segments, the Americas segment, the EURAF segment and Middle East and Asia Pacific (“MEAP”) segment. The segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 17, “Segments” for additional information.
In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of operations, comprehensive income (loss) and equity for the three months ended March 31, 2022 and 2021, the cash flows for the same three-month periods and the balance sheet as of March 31, 2022 and December 31, 2021, 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, 2021. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. 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 on Form 10-K.
All amounts, except share and per share amounts, are in millions throughout the tables in these notes unless otherwise indicated.
2. Business Combinations
Acquisition of Aspen Equipment Company
On September 1, 2021, the Company completed the acquisition of substantially all of the assets of Aspen Equipment Company ("Aspen"), a diversified crane dealer and a leading final stage purpose built work truck upfitter, for a purchase price of approximately $50.2 million. The acquisition of Aspen was funded from existing cash resources and expands Manitowoc's direct-to-customer footprint in Iowa, Nebraska and Minnesota with new sales, used sales, parts, service and rentals to a variety of end markets.
Included in the purchase price was $12.9 million of net working capital, $5.6 million of property, plant and equipment, $19.3 million of rental fleet, $0.4 million of other assets, $6.6 million of goodwill and $5.4 million of intangible assets. Refer to Note 9, "Goodwill and Other Intangible Assets," for additional information on the class of intangibles acquired and goodwill recorded.
Acquisition of the H&E Crane Business
On October 1, 2021, the Company completed the acquisition of substantially all of the assets and certain liabilities of the crane business of H&E Equipment Services, Inc. (“H&E”) for a transaction price of approximately $139.1 million which is inclusive of the purchase price of $130.0 million, working capital and other adjustments of $5.9 million and settlement of outstanding balances between the Company and the acquired company of $3.2 million. The purchase price is subject to customary adjustments for, among other things, finalization of net working capital and other transaction adjustments. The acquisition was funded from existing cash resources, including the use of the ABL revolver of which $80.0 million was outstanding as of
7
March 31, 2022. The acquired H&E crane business operates with ten full-service branch locations under the Company's wholly owned subsidiary, MGX Equipment Services, LLC ("MGX"), and expands Manitowoc’s ability to provide new sales, used sales, aftermarket parts, service and crane financing options to a variety of end market customers.
|
|
|
|
|
Net working capital |
|
$ |
50.0 |
|
Property, plant and equipment |
|
|
13.1 |
|
Rental fleet |
|
|
48.2 |
|
Goodwill |
|
|
8.9 |
|
Noncompetition agreement intangible |
|
|
3.8 |
|
Customer relationships intangible |
|
|
15.1 |
|
Total fair value consideration |
|
$ |
139.1 |
|
The amount of revenue on a standalone basis generated by the acquisition for the three months ended March 31, 2022 was $42.9 million, $21.6 million net of previously recorded third-party sales.
3. Net Sales
The Company defers revenue when cash payments are received in advance of satisfying the performance obligation. The amounts are recorded as customer advances in the Condensed Consolidated Balance Sheets. The table below shows the change in the customer advances balance for the three months ended March 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Balance at beginning of period |
|
$ |
28.7 |
|
|
$ |
25.5 |
|
Cash received in advance of satisfying
performance obligations |
|
|
15.5 |
|
|
|
30.5 |
|
Revenue recognized |
|
|
(17.9 |
) |
|
|
(34.1 |
) |
Currency translation |
|
|
(0.8 |
) |
|
|
(0.3 |
) |
Balance at end of period |
|
$ |
25.5 |
|
|
$ |
21.6 |
|
Disaggregation of the Company’s revenue sources are disclosed in Note 17, “Segments.”
4. Fair Value of Financial Instruments
The following table sets forth the Company's financial assets and liabilities related to foreign currency exchange contracts ("FX Forward Contracts") that were accounted for at fair value as of March 31, 2022 and December 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of March 31, 2022 |
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Recognized Location |
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FX Forward Contracts |
|
$ |
— |
|
|
$ |
0.7 |
|
|
$ |
— |
|
|
$ |
0.7 |
|
|
Other current assets |
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FX Forward Contracts |
|
$ |
— |
|
|
$ |
0.9 |
|
|
$ |
— |
|
|
$ |
0.9 |
|
|
Accounts payable and
accrued expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2021 |
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Recognized Location |
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FX Forward Contracts |
|
$ |
— |
|
|
$ |
0.3 |
|
|
$ |
— |
|
|
$ |
0.3 |
|
|
Accounts payable and
accrued expenses |
The fair value of the senior secured second lien notes due on April 1, 2026, with an annual coupon rate of 9.000% (the “2026 Notes”), was approximately $313.2 million as of March 31, 2022. See Note 11, “Debt,” for a description of the 2026 Notes and the related carrying value.
The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of its 2026 Notes based on quoted market prices of the instruments; because these markets are typically
8
actively traded, the liabilities are classified as Level 1 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and short-term variable debt, including any amounts outstanding under our revolving credit facility, approximate fair value, without being discounted as of March 31, 2022 due to the short-term nature of these instruments.
FX Forward Contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified within Level 2. See Note 5, “Derivative Financial Instruments” for additional information.
5. Derivative Financial Instruments
The Company’s risk management objective is to ensure that business exposures to risks are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider these associated risks and, whenever possible, transactions are structured to avoid or mitigate these risks.
From time to time, the Company enters into FX Forward Contracts to manage the exposure on forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities in currencies other than the functional currency of certain subsidiaries. Certain of these FX Forward Contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss) ("AOCI"). These changes in fair value are reclassified into earnings as a component of cost of sales, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of other income (expense) – net in the period in which the transaction is no longer considered probable of occurring. No amounts were recorded related to forecasted transactions no longer being probable during the three months ended March 31, 2022 and 2021.
The Company had FX Forward Contracts with aggregate notional amounts of $101.5 million and $11.3 million in U.S. dollar equivalent as of March 31, 2022 and December 31, 2021, respectively. The aggregate notional amount outstanding as of March 31, 2022 is scheduled to mature within one year. The FX Forward Contracts purchased are denominated in various foreign currencies. As of March 31, 2022 and December 31, 2021 the net fair value of these contracts was a short term liability of $0.2 million and $0.3 million, respectively. Net unrealized losses, net of income tax, recorded in AOCI were $0.2 million and zero as of March 31, 2022 and December 31, 2021, respectively.
The net gains (losses) recorded in the Condensed Consolidated Statement of Operations for FX Forward Contracts for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
Recognized Location |
|
2022 |
|
|
2021 |
|
Designated |
|
Cost of sales |
|
$ |
(0.1 |
) |
|
$ |
— |
|
Non-Designated |
|
Other income (expense) - net |
|
$ |
0.7 |
|
|
$ |
(0.2 |
) |
6. Inventories
The components of inventories as of March 31, 2022 and December 31, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
|
December 31,
2021 |
|
Raw materials |
|
$ |
147.5 |
|
|
$ |
157.4 |
|
Work-in-process |
|
|
166.4 |
|
|
|
140.4 |
|
Finished goods |
|
|
329.2 |
|
|
|
279.0 |
|
Total Inventories — net |
|
$ |
643.1 |
|
|
$ |
576.8 |
|
7. Notes Receivable
The Company has notes receivable balances that are classified as current or long-term based on the timing of amounts due. Long-term notes receivable are included within other non-current assets on the Condensed Consolidated Balance Sheets. During the period ended March 31, 2022, the Company recorded income of $4.8 million in engineering, selling and administrative expenses in the Condensed Consolidated Statement of Operations to recognize the partial recovery of the previously written-off note with Manitowoc Dong Yue. As of March 31, 2022, the Company had current and long-term notes
9
receivable in the amount of $14.9 million and $4.4 million, respectively. As of December 31, 2021, the Company had current and long-term notes receivable in the amount of $16.7 million and $5.2 million, respectively.
8. Property, Plant and Equipment
The components of property, plant and equipment as of March 31, 2022 and December 31, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
|
December 31,
2021 |
|
Land |
|
$ |
19.1 |
|
|
$ |
19.4 |
|
Building and improvements |
|
|
202.0 |
|
|
|
203.4 |
|
Machinery, equipment and tooling |
|
|
299.0 |
|
|
|
298.9 |
|
Furniture and fixtures |
|
|
14.3 |
|
|
|
14.5 |
|
Computer hardware and software |
|
|
127.6 |
|
|
|
125.6 |
|
Rental cranes |
|
|
140.5 |
|
|
|
144.2 |
|
Construction in progress |
|
|
9.9 |
|
|
|
15.1 |
|
Total cost |
|
|
812.4 |
|
|
|
821.1 |
|
Less: accumulated depreciation |
|
|
(471.6 |
) |
|
|
(462.3 |
) |
Property, plant and equipment-net |
|
$ |
340.8 |
|
|
$ |
358.8 |
|
Property, plant and equipment are depreciated over the asset’s estimated useful life using the straight-line depreciation method for financial reporting and accelerated methods for income tax purposes.
Assets Held for Sale
As of March 31, 2022 and December 31, 2021, the Company had $3.3 million and $3.1 million, respectively, classified as other current assets in the Condensed Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, assets held for sale primarily relate to a manufacturing building and land in Fanzeres, Portugal.
Assets Impairment
During the year ended December 31, 2021, the Company recorded an asset impairment of $1.9 million to write-down the value of one of the Company's Brazil entities to its expected sale price. There were no asset impairments recorded during the three months ended March 31, 2022.
9. Goodwill and Other Intangible Assets
The Company performs its annual goodwill and indefinite lived assets impairment testing during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company will continue to monitor changes in circumstances and test more frequently if those changes indicate that assets might be impaired.
The changes in the carrying amount of goodwill as of March 31, 2022 and December 31, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas - Manufacturing |
|
|
Americas - Distribution |
|
|
MEAP |
|
|
Consolidated |
|
Balance as of January 1, 2021 |
|
$ |
166.5 |
|
|
$ |
— |
|
|
$ |
68.6 |
|
|
$ |
235.1 |
|
Foreign currency impact |
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
|
|
(0.5 |
) |
Acquisitions |
|
|
— |
|
|
|
15.1 |
|
|
|
— |
|
|
|
15.1 |
|
Balance as of December 31, 2021 |
|
|
166.5 |
|
|
|
15.1 |
|
|
|
68.1 |
|
|
|
249.7 |
|
Purchase accounting adjustments |
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
Foreign currency impact |
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
|
|
0.5 |
|
Balance as of March 31, 2022 |
|
$ |
166.5 |
|
|
$ |
15.5 |
|
|
$ |
68.6 |
|
|
$ |
250.6 |
|
During the year ended December 31, 2021, the Company recorded goodwill of approximately $6.6 million and $8.9 million from the acquisitions of Aspen and the H&E crane business, respectively. Management determined the goodwill represents the assembled workforce and synergies between the acquired companies and Manitowoc that are not individually identified and separately recognized. Goodwill related to the acquisitions are subject to change as part of the completion of acquisition accounting. The total goodwill related to the acquisitions is deductible for tax purposes over 15 years. Refer to Note 2, "Business Combinations," for additional information.
10
The gross carrying amount, accumulated amortization and net book value of the Company’s intangible assets other than goodwill as of March 31, 2022 and December 31, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization
Amount |
|
|
Net
Book
Value |
|
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization
Amount |
|
|
Net
Book
Value |
|
Definite lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
|
26.9 |
|
|
|
(9.3 |
) |
|
|
17.6 |
|
|
|
27.0 |
|
|
|
(9.0 |
) |
|
|
18.0 |
|
Patents |
|
|
29.2 |
|
|
|
(28.6 |
) |
|
|
0.6 |
|
|
|
29.7 |
|
|
|
(29.1 |
) |
|
|
0.6 |
|
Noncompetition agreements |
|
|
4.2 |
|
|
|
(0.6 |
) |
|
|
3.6 |
|
|
|
4.2 |
|
|
|
(0.4 |
) |
|
|
3.8 |
|
Trademarks and tradenames |
|
|
2.2 |
|
|
|
(0.3 |
) |
|
|
1.9 |
|
|
|
2.2 |
|
|
|
(0.1 |
) |
|
|
2.1 |
|
Other intangibles |
|
|
0.6 |
|
|
|
(0.3 |
) |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
(0.2 |
) |
|
|
0.4 |
|
Total |
|
$ |
63.1 |
|
|
$ |
(39.1 |
) |
|
$ |
24.0 |
|
|
$ |
63.7 |
|
|
$ |
(38.8 |
) |
|
$ |
24.9 |
|
Indefinite lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and tradenames |
|
|
94.3 |
|
|
|
— |
|
|
|
94.3 |
|
|
|
95.9 |
|
|
|
— |
|
|
|
95.9 |
|
Distribution network |
|
|
18.6 |
|
|
|
— |
|
|
|
18.6 |
|
|
|
18.8 |
|
|
|
— |
|
|
|
18.8 |
|
Total |
|
|
112.9 |
|
|
|
— |
|
|
|
112.9 |
|
|
|
114.7 |
|
|
|
— |
|
|
|
114.7 |
|
Total other intangible assets |
|
$ |
176.0 |
|
|
$ |
(39.1 |
) |
|
$ |
136.9 |
|
|
$ |
178.4 |
|
|
$ |
(38.8 |
) |
|
$ |
139.6 |
|
Other intangible assets with definite lives are amortized over their estimated useful lives. Amortization expense for the three months ended March 31, 2022 and 2021 was $0.8 million and $0.1 million, respectively.
As a result of the acquisition of Aspen during the year ended December 31, 2021, intangible assets of approximately $2.2 million for customer relationships, $2.2 million for tradenames, $0.8 million for other intangibles and $0.2 million for a noncompetition agreement were acquired. The useful life for each intangible asset class is 18 years, 5 years, 9 months and 5 years, respectively. The weighted average useful life for acquired intangibles is 3.2 years. The fair value of identifiable intangible assets has been determined using the income approach which involves significant unobservable inputs.
As a result of the acquisition of the H&E crane business during the year ending December 31, 2021, intangible assets of approximately $15.1 million for customer relationships and $3.8 million for a noncompetition agreement were acquired. The useful life for each intangible asset class is 12 years and 5 years, respectively. The weighted average useful life for the acquired intangibles is 9.4 years. The fair value of identifiable intangible assets has been determined using the income approach which involves significant unobservable inputs.
Definite lived intangible assets and long-lived assets are subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company determined there was not a triggering event for the three months ended March 31, 2022.
10. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of March 31, 2022 and December 31, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
Trade accounts payable |
|
$ |
285.4 |
|
|
$ |
238.8 |
|
Employee-related expenses |
|
|
44.0 |
|
|
|
51.9 |
|
Accrued vacation |
|
|
24.3 |
|
|
|
22.2 |
|
Miscellaneous accrued expenses |
|
|
109.1 |
|
|
|
100.5 |
|
Total accounts payable and accrued expenses |
|
$ |
462.8 |
|
|
$ |
413.4 |
|
11
11. Debt
Outstanding debt as of March 31, 2022 and December 31, 2021 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
Borrowings under senior secured asset-based revolving
credit facility |
|
$ |
80.0 |
|
|
$ |
100.0 |
|
Senior secured second lien notes due 2026 |
|
|
300.0 |
|
|
|
300.0 |
|
Other debt |
|
|
12.1 |
|
|
|
10.3 |
|
Deferred financing costs |
|
|
(2.9 |
) |
|
|
(3.1 |
) |
Total debt |
|
|
389.2 |
|
|
|
407.2 |
|
Short-term borrowings and current portion of long-term
debt |
|
|
(9.1 |
) |
|
|
(7.3 |
) |
Long-term debt |
|
$ |
380.1 |
|
|
$ |
399.9 |
|
On March 25, 2019, the Company and certain subsidiaries of the Company (the “Loan Parties”) entered into a credit agreement (the “ABL Credit Agreement”) with JP Morgan Chase Bank, N.A as administrative and collateral agent and certain financial institutions party thereto as lenders, providing for a senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”) of up to $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes and the related guarantees. The ABL Revolving Credit Facility has a term of five years and includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company’s German subsidiary that is a borrower under the ABL Revolving Credit Facility.
Borrowings under the ABL Revolving Credit Facility bear interest at a variable rate using either the Alternative Base Rate or the Eurodollar and Overnight London Interbank Offered Rate (“LIBOR”). The variable interest rate is based upon the average availability as of the most recent determination date as follows:
|
|
|
Average quarterly availability |
Alternative base rate spread |
Eurodollar and overnight LIBOR spread |
≥ 50% of Aggregate Commitment |
0.25% |
1.25% |
< 50% of Aggregate Commitment |
0.50% |
1.50% |
As of March 31, 2022 and December 31, 2021, the Company had borrowings on the ABL Revolving Credit Facility of $80.0 million and $100.0 million, respectively. As of March 31, 2022, the spreads for LIBOR and prime rate borrowings were 1.25% and 0.25%, respectively, with excess availability of approximately $175.2 million, which represents revolver borrowing capacity of $258.2 million less $80.0 million of borrowings outstanding and $3.0 million of U.S. letters of credit outstanding.
As of March 31, 2022, the Company had other indebtedness outstanding of $12.1 million that had a weighted-average interest rate of approximately 3.8%. This debt includes balances on local credit lines and other financing arrangements.
On March 25, 2019, the Company and certain of its subsidiaries entered into an indenture with U.S. Bank National Association as trustee and notes collateral agent, pursuant to which the Company issued $300.0 million aggregate principal amount of the 2026 Notes with an annual coupon rate of 9.000%. Interest on the 2026 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year. The 2026 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of the Company’s existing and future domestic subsidiaries that is either a guarantor or a borrower under the ABL Revolving Credit Facility (as defined above) or that guarantees certain other debt of the Company or a guarantor. The 2026 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of the Company and of the guarantors that secure obligations under the ABL Revolving Credit Facility.
Both the ABL Revolving Credit Facility and the 2026 Notes include customary covenants which include, without limitation, restrictions on, the Company’s ability and the ability of the Company’s restricted subsidiaries to incur, assume or guarantee additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of the Company’s capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain
12
assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates and designate the Company’s subsidiaries as unrestricted. Both the ABL Revolving Credit Facility and the 2026 Notes also include customary events of default. The ABL Revolving Credit Facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in the Company’s business or financial condition since December 31, 2018.
Additionally, the ABL Revolving Credit Facility contains a covenant requiring the Company to maintain a minimum fixed charge coverage ratio under certain circumstances set forth in the ABL Credit Agreement.
As of March 31, 2022, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 2026 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.
12. Accounts Receivable Factoring
The Company has two non-U.S. accounts receivable financing programs with maximum availability of €55.0 million and one U.S. accounts receivable financing program with maximum availability of $27.0 million. Under these financing programs, the Company has the ability to sell eligible receivables up to the maximum limit and can sell additional receivables as previously sold receivables are collected. During the three months ended March 31, 2022, the Company sold receivables and received cash of $33.3 million. Transactions under the U.S. and non-U.S. accounts receivable financing programs are accounted for as sales in accordance with Accounting Standards Codification (“ASC”) Topic 860, “Transfers and Servicing.”
13. Income Taxes
For the three months ended March 31, 2022 and 2021, the Company recorded a provision for income taxes of $6.5 million and $4.2 million, respectively. The increase in the Company’s provision for income taxes for the three months ended March 31, 2022 compared to the prior year primarily relates to higher pretax income and a change in the jurisdictional mix of income compared to the previous year.
The Company will continue to evaluate its valuation allowance requirements on an ongoing basis in light of changing facts and circumstances and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the Company’s provision for income taxes and could have a material effect on financial results.
The Company’s unrecognized tax benefits, excluding interest and penalties, was $18.4 million as of March 31, 2022 and December 31, 2021.
14. Net Income (Loss) Per Share
The following is a reconciliation of the weighted average shares outstanding used to compute basic and diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Basic weighted average common shares outstanding |
|
|
35,131,889 |
|
|
|
34,809,725 |
|
Effect of dilutive securities - stock awards |
|
|
434,046 |
|
|
|
— |
|
Diluted weighted average common shares outstanding |
|
|
35,565,935 |
|
|
|
34,809,725 |
|
Equity incentive instruments for which total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net income, and accordingly, are excluded from diluted weighted average common shares outstanding. Anti-dilutive equity instruments of 588,050 common shares were excluded from the computation of diluted net earnings per share for the three months ended March 31, 2022. Due to the net loss incurred during the three months ended March 31, 2021, the assumed exercise of all equity instruments were anti-dilutive and, therefore, not included in the diluted weighted average common shares outstanding for the period.
No cash dividends were declared or paid during the three months ended March 31, 2022 and 2021.
13
15. Equity
Authorized capital consists of 75.0 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock. None of the preferred shares have been issued.
As of March 31, 2022, the Company has authorization from the Board of Directors to purchase up to $30.0 million of the Company’s common stock at management’s discretion. As of March 31, 2022, the Company had $10.6 million remaining under this authorization.
A reconciliation of the changes in accumulated other comprehensive income (loss), net of income tax, by component for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains and Losses on
Cash Flow Hedges |
|
|
Pension &
Postretirement |
|
|
Foreign Currency
Translation |
|
|
Total |
|
Balance as of December 31, 2020 |
|
$ |
— |
|
|
$ |
(47.9 |
) |
|
$ |
(49.6 |
) |
|
$ |
(97.5 |
) |
Other comprehensive loss before
reclassifications |
|
|
— |
|
|
|
(1.2 |
) |
|
|
(10.0 |
) |
|
|
(11.2 |
) |
Amounts reclassified from accumulated other
comprehensive loss |
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
Net other comprehensive loss |
|
|
— |
|
|
|
(0.6 |
) |
|
|
(10.0 |
) |
|
|
(10.6 |
) |
Balance as of March 31, 2021 |
|
$ |
— |
|
|
$ |
(48.5 |
) |
|
$ |
(59.6 |
) |
|
$ |
(108.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2021 |
|
$ |
— |
|
|
$ |
(32.3 |
) |
|
$ |
(70.1 |
) |
|
$ |
(102.4 |
) |
Other comprehensive loss before
reclassifications |
|
|
(0.3 |
) |
|
|
(1.1 |
) |
|
|
(5.5 |
) |
|
|
(6.9 |
) |
Amounts reclassified from accumulated other
comprehensive loss |
|
|
0.1 |
|
|
|
0.5 |
|
|
|
— |
|
|
|
0.6 |
|
Net other comprehensive loss |
|
|
(0.2 |
) |
|
|
(0.6 |
) |
|
|
(5.5 |
) |
|
|
(6.3 |
) |
Balance as of March 31, 2022 |
|
$ |
(0.2 |
) |
|
$ |
(32.9 |
) |
|
$ |
(75.6 |
) |
|
$ |
(108.7 |
) |
A reconciliation of the reclassifications from accumulated other comprehensive income (loss), net of income tax, for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss |
|
|
|
|
|
Three Months Ended March 31,
2022 |
|
|
Three Months Ended March 31,
2021 |
|
|
Recognized
Location |
Losses on cash flow hedges |
|
|
|
|
|
|
|
|
FX Forward Contracts |
|
$ |
(0.1 |
) |
|
$ |
— |
|
|
Cost of sales |
Total before income taxes |
|
|
(0.1 |
) |
|
|
— |
|
|
|
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
Total, net of income taxes |
|
$ |
(0.1 |
) |
|
$ |
— |
|
|
|
Amortization of pension and
postretirement items |
|
|
|
|
|
|
|
|
Actuarial losses |
|
$ |
(0.8 |
) |
|
$ |
(1.3 |
) |
(a) |
Other expense - net |
Amortization of prior service cost |
|
|
0.3 |
|
|
|
0.7 |
|
(a) |
Other expense - net |
Total before income taxes |
|
|
(0.5 |
) |
|
|
(0.6 |
) |
|
|
Provision for income taxes |
|
|
— |
|
|
|
— |
|
|
|
Total, net of income taxes |
|
$ |
(0.5 |
) |
|
$ |
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period,
net of income taxes |
|
$ |
(0.6 |
) |
|
$ |
(0.6 |
) |
|
|
(a) These accumulated other comprehensive income (loss) components are components of net periodic pension cost (see Note 20, “Employee Benefit Plans,” for further details)
14
16. Stock-Based Compensation
Equity compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2022 is included in the Company’s 2021 Annual Report on Form 10-K. The total number of shares of the Company’s common stock available for awards under the Company’s 2013 Omnibus Incentive Plan is 7,477,395 shares. The total number of shares of the Company’s common stock still available for issuance as of March 31, 2022 is 3,738,692 shares.
Stock-based compensation expense was $3.1 million and $2.5 million for the three months ended March 31, 2022 and 2021, respectively, which was recorded in engineering, selling, and administrative expense in the Condensed Consolidated Statement of Operations. The Company recognizes stock-based compensation expense over the award’s vesting period, subject to retirement, death or disability provisions of the 2013 Omnibus Incentive Plan.
A total of 321,983 and 316,974 restricted stock units were issued by the Company to employees during the three months ended March 31, 2022 and 2021, respectively. The restricted stock units granted to employees vest in three annual increments over a three-year period beginning on the grant date.
A total of 198,334 and 203,697 performance shares units were issued by the Company to employees during the three months ended March 31, 2022 and 2021, respectively. Performance share units vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period. The performance goals and the applicable performance period vary for each grant year. The performance goals for the performance share units granted in 2022 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 2022 to 2024 and 40% on non-new machine sales for the year ending December 31, 2024. The Company defines non-new machine sales as parts sales, used crane sales, rental revenue, service revenue and other revenue. The 2022 performance share units include a +/-20% modifier weighted on total shareholder return relative to a defined peer group of companies during the three-year performance period, not to exceed 200% of target shares granted.
The performance goals for the performance share units granted in 2021 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 2021 to 2023 and 40% on non-new machine sales for the year ending December 31, 2023. The 2021 performance share units include a +/-20% modifier weighted on total shareholder return relative to a defined peer group of companies during the three-year performance period, not to exceed 200% of target shares granted.
The Company issued a total of 56,640 and 56,672 equity grants to non-employee directors during the three months ended March 31, 2022 and 2021, respectively. The 2022 and 2021 non-employee director equity compensation awards vested immediately upon the grant date.
17. Segments
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.
The Company has three reportable segments: Americas, EURAF, and MEAP. The Americas operating segment includes the North America and South America continents. The EURAF operating segment includes Europe and Africa continents, excluding the Middle East region. The MEAP operating segment includes the Asia and Australia continents and the Middle East region. The results of the acquired businesses are included in the Americas segment.
The CODM evaluates the performance of its reportable segments based on net sales and operating income. Segment net sales are recognized in the geographic region the product is sold. Operating income for each segment includes net sales to third parties, cost of sales directly attributable to the segment, and operating expenses directly attributable to the segment. Manufacturing variances generated within each operating segment are maintained in each segment’s operating income. Operating income for each segment excludes other income and expense and certain expenses managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses such as stock-based compensation expenses, income taxes, nonrecurring charges and other separately managed general and administrative costs. The Company does not include intercompany sales between segments for management reporting purposes. The Company’s operating segments were identified as its reportable segments. The CODM does not evaluate performance of the reportable segments based on total assets.
15
The following table shows information by reportable segment for the three months ended March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Net Sales |
|
|
|
|
|
|
Americas |
|
$ |
215.9 |
|
|
$ |
140.1 |
|
EURAF |
|
|
179.2 |
|
|
|
154.5 |
|
MEAP |
|
|
63.9 |
|
|
|
59.7 |
|
Total |
|
$ |
459.0 |
|
|
$ |
354.3 |
|
Segment Operating Income |
|
|
|
|
|
|
Americas |
|
$ |
5.8 |
|
|
$ |
7.0 |
|
EURAF |
|
|
11.4 |
|
|
|
6.3 |
|
MEAP |
|
|
13.1 |
|
|
|
6.8 |
|
Total |
|
$ |
30.3 |
|
|
$ |
20.1 |
|
Depreciation |
|
|
|
|
|
|
Americas |
|
$ |
9.7 |
|
|
$ |
3.9 |
|
EURAF |
|
|
5.1 |
|
|
|
4.9 |
|
MEAP |
|
|
0.6 |
|
|
|
0.5 |
|
Corporate |
|
|
0.7 |
|
|
|
0.7 |
|
Total |
|
$ |
16.1 |
|
|
$ |
10.0 |
|
Capital Expenditures |
|
|
|
|
|
|
Americas |
|
$ |
2.6 |
|
|
$ |
0.8 |
|
EURAF |
|
|
5.6 |
|
|
|
6.9 |
|
MEAP |
|
|
0.5 |
|
|
|
0.2 |
|
Corporate |
|
|
— |
|
|
|
0.1 |
|
Total |
|
$ |
8.7 |
|
|
$ |
8.0 |
|
A reconciliation of the Company’s segment operating income to operating income in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Segment operating income |
|
$ |
30.3 |
|
|
$ |
20.1 |
|
Unallocated corporate expenses |
|
|
(12.7 |
) |
|
|
(9.4 |
) |
Total operating income |
|
$ |
17.6 |
|
|
$ |
10.7 |
|
Net sales by geographic area for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
United States |
|
$ |
192.1 |
|
|
$ |
121.3 |
|
Europe |
|
|
174.2 |
|
|
|
148.2 |
|
Other |
|
|
92.7 |
|
|
|
84.8 |
|
Total net sales |
|
$ |
459.0 |
|
|
$ |
354.3 |
|
Net sales by product for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
New machine sales |
|
$ |
329.6 |
|
|
$ |
245.9 |
|
Non-new machine sales |
|
|
129.4 |
|
|
|
108.4 |
|
Total net sales |
|
$ |
459.0 |
|
|
$ |
354.3 |
|
16
18. Commitments and Contingencies
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business which have not been fully resolved. The outcome of any litigation is inherently uncertain. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter.
As of March 31, 2022, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these lawsuits are insured with self-insurance retention levels. The Company’s self-insurance retention levels vary by business and have fluctuated over the last 10 years. As of March 31, 2022, the largest self-insured retention level for new occurrences currently maintained by the Company is $3.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.
Product liability reserves, recorded within other liabilities in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021, were $8.4 million and $9.0 million, respectively. These reserves were estimated using a combination of actual case reserves and 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.
As of March 31, 2022 and December 31, 2021, the Company had reserves of $59.4 million and $60.2 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Condensed Consolidated Balance Sheets. Certain of these warranty and other related claims involve legal matters in dispute that ultimately are resolved by negotiation, arbitration, or litigation. See Note 19, “Guarantees,” for further information.
It is reasonably possible that the estimates for warranty costs, product liability, asbestos-related claims and other various legal matters may change based upon new information that may arise or matters that are beyond the scope of the Company’s historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes. The ultimate resolution of these matters, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
In July 2017, the Company received an Information Request from the United States Environmental Protection Agency (“U.S. EPA”) relating to the sales of cranes manufactured between January 1, 2014 and July 31, 2017 and the Company’s related participation in the Transition Program for Equipment Manufacturers (the “TPEM” program). The TPEM program allowed equipment manufacturers to delay installing engines meeting Tier 4 final emission standards in their products, subject to certain percentage allowance restrictions. The Company has provided, and continues to provide, information to the U.S. EPA and the U.S. Department of Justice (“U.S. DOJ”) on the approximately 1,420 engines included in the Company’s cranes relating to the TPEM program and other certification matters. The Company is engaged in confidential discussions with the U.S. EPA and U.S. DOJ with respect to these matters.
The total recorded estimated liability in the Company’s Condensed Consolidated Balance Sheets is $14.9 million, as of March 31, 2022 and December 31, 2021. Other than the foregoing, the Company is unable to provide further meaningful quantification as to the final resolution of these matters. However, the Company calculated the statutory maximum penalties under the Clean Air Act to be approximately $174.0 million. The Company believes it has strong legal and factual defenses and will vigorously defend any allegations of noncompliance and the factors that could apply in the assessment of any civil penalty. Final resolution of these matters may have a material impact on the Company’s financial condition, results of operations or cash flows.
19. Guarantees
The Company periodically enters into transactions with customers that provide for buyback commitments. The Company evaluates each agreement at inception to determine if the customer has a significant economic incentive to exercise the buyback option. If it is determined that the customer has a significant economic incentive to exercise that right, the revenue is deferred and the agreement is accounted for as a lease in accordance with ASC Topic 842 “Leases” (“Topic 842”). If it is determined that the customer does not have a significant economic incentive to exercise that right, then revenue is recognized when control of the product is transferred to the customer. The revenue deferred related to buyback obligations accounted for under Topic 842 included in other current and non-current liabilities as of March 31, 2022 and December 31, 2021 was $30.3 million and $31.0 million, respectively. The total amount of buyback commitments given by the Company and outstanding as of March 31, 2022 and December 31, 2021 was $39.2 million and $36.4 million, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes. The buyback commitments expire at various times through 2032. The Company also has various loss guarantees with maximum liabilities of $15.9 million and $15.8 million as of March 31, 2022 and December 31, 2021, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes securing the related guarantees.
17
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 warranties generally provide 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 standard warranty period 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. The revenue deferred related to extended warranty periods included in other current and non-current liabilities as of March 31, 2022 and December 31, 2021 was $7.8 million and $7.0 million, respectively. Below is a table summarizing the warranty activity for the three months ended March 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Balance at beginning of period |
|
$ |
60.2 |
|
|
$ |
63.2 |
|
Accruals for warranties issued during the
period |
|
|
5.9 |
|
|
|
5.8 |
|
Settlements made (in cash or in kind) during
the period |
|
|
(6.1 |
) |
|
|
(8.0 |
) |
Currency translation |
|
|
(0.6 |
) |
|
|
(1.1 |
) |
Balance at end of period |
|
$ |
59.4 |
|
|
$ |
59.9 |
|
Included in the warranty balance as of March 31, 2022 and December 31, 2021 is $10.0 million and $11.2 million, respectively, of long-term warranty which is recorded in other non-current liabilities in the Condensed Consolidated Balance Sheets.
20. Employee Benefit Plans
The Company provides certain pension, health care and death benefits to eligible retirees and their dependents. The funding mechanism for such benefits varies based on the country where the plan is located and the related plan. Eligibility for pension coverage is based on retirement qualifications. Healthcare benefits may be subject to deductibles, co-payments and other limitations. The Company reserves the right to modify benefits unless prohibited by local laws or regulations.
The components of periodic benefit cost for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
|
|
Pension |
|
|
Pension |
|
|
Other |
|
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
Service cost - benefits earned during the period |
|
$ |
— |
|
|
$ |
0.4 |
|
|
$ |
— |
|
Interest cost of projected benefit obligations |
|
|
0.8 |
|
|
|
0.4 |
|
|
|
— |
|
Expected return on plan assets |
|
|
(1.3 |
) |
|
|
(0.3 |
) |
|
|
— |
|
Amortization of prior service cost |
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
Amortization of actuarial net (gain) loss |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
(0.1 |
) |
Net periodic benefit cost |
|
$ |
— |
|
|
$ |
0.9 |
|
|
$ |
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
Postretirement |
|
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
|
|
Pension |
|
|
Pension |
|
|
Other |
|
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
Service cost - benefits earned during the period |
|
$ |
— |
|
|
$ |
0.6 |
|
|
$ |
— |
|
Interest cost of projected benefit obligations |
|
|
0.7 |
|
|
|
0.3 |
|
|
|
— |
|
Expected return on plan assets |
|
|
(1.2 |
) |
|
|
(0.3 |
) |
|
|
— |
|
Amortization of prior service cost |
|
|
— |
|
|
|
— |
|
|
|
(0.7 |
) |
Amortization of actuarial net loss |
|
|
0.8 |
|
|
|
0.5 |
|
|
|
— |
|
Net periodic benefit cost |
|
$ |
0.3 |
|
|
$ |
1.1 |
|
|
$ |
(0.7 |
) |
The components of net periodic benefit cost other than the service cost component are included in other expense - net in the Condensed Consolidated Statement of Operations.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, including the financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations therein, and the interim condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q.
All dollar amounts are in millions throughout the tables included in Management’s Discussion and Analysis of Financial Conditions and Results of Operations unless otherwise indicated.
Cautionary Statements Regarding Forward-Looking Information
All of the statements in this Quarterly Report on Form 10-Q, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management's Discussion and Analysis of Financial Condition and Results of Operations.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “may,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to:
•The negative impacts COVID-19 has had and will continue to have on Manitowoc’s business, financial condition, cash flows, results of operations and supply chain, as well as customer demand (including future uncertain impacts);
•changes in raw material and commodity prices;
•changes in economic or industry conditions generally or in the markets served by Manitowoc;
•unanticipated changes in customer demand, including changes in global demand for high-capacity lifting equipment, changes in demand for lifting equipment in emerging economies and changes in demand for used lifting equipment;
•failure to comply with regulatory requirements related to the products the Company sells;
•the ability to capitalize on key strategic opportunities and the ability to implement Manitowoc’s long-term initiatives;
•the ability to complete and appropriately integrate acquisitions, strategic alliances, joint ventures or other significant transactions;
•unanticipated changes in revenues, margins and costs;
•geographic factors and political and economic conditions and risks;
•the ability to increase operational efficiencies across Manitowoc and to capitalize on those efficiencies;
•geo-political events, including the ongoing conflict between Russia and Ukraine, could lead to market disruptions, including significant volatility in commodity prices (including oil and gas), energy prices, inflation, consumer behavior, supply chain, and credit and capital markets, and could result in the impairment of assets;
•work stoppages, labor negotiations, labor rates and labor costs;
•the Company’s ability to attract and retain qualified personnel;
•unanticipated changes in the capital and financial markets;
•the ability to focus on customers, new technologies and innovation;
•the ability to significantly improve profitability;
•the ability to convert orders and order activity into sales and the timing of those sales;
19
•uncertainties associated with new product introductions, the successful development and market acceptance of new and innovative products that drive growth;
•realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those savings, synergies and options;
•the ability to generate cash and manage working capital consistent with Manitowoc’s stated goals;
•unexpected issues associated with the availability and viability of suppliers;
•risks associated with high debt leverage;
•risks associated with data security and technological systems and protections;
•the replacement cycle of technologically obsolete products;
•the ability to direct resources to those areas that will deliver the highest returns;
•risks associated with manufacturing or design defects;
•issues relating to the ability to timely and effectively execute on manufacturing strategies, general efficiencies and capacity utilization of the Company’s facilities;
•the ability of Manitowoc's customers to receive financing;
•natural disasters, other weather events, epidemics, pandemics and other public health crises disrupting commerce in one or more regions of the world;
•the ability to focus and capitalize on product quality and reliability;
•unexpected issues associated with the quality of materials, components and products sourced from third parties and the ability to successfully resolve those issues;
•changes in laws throughout the world, including governmental regulations on climate change;
•government approval and funding of projects and the effect of government-related issues or developments;
•impairment of goodwill and/or intangible assets;
•the inability to defend against potential infringement claims on intellectual property rights;
•foreign currency fluctuation and its impact on reported results;
•issues related to workforce reductions and potential subsequent rehiring;
•the ability to sell products through distributors and other third parties;
•unanticipated issues affecting the effective tax rate for the year;
•other risk factors detailed in Manitowoc's 2021 Annual Report on Form 10-K, as such may be amended or supplemented in Manitowoc’s subsequently filed Quarterly Reports on 10-Q (including this report), and its other filings with the United States Securities and Exchange Commission.
These statements reflect the current views and assumptions of management with respect to future events. Except to the extent required by the federal securities laws, the Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
Current Events
As a result of COVID-19 lockdowns in China and continuing supply chain, labor and logistics challenges, the Company’s net sales were unfavorably impacted during the first quarter of 2022. In addition, further pressure was placed on the global supply chain as a result of Russia’s invasion of Ukraine in February of 2022. Russia’s invasion and the related economic sanctions by Western governments on Russia has resulted in rising energy, component and commodity costs in Europe. Rising costs in Europe could unfavorably impact the EURAF segments financial performance in the second half of the year. The Company continues to actively manage its supply chain and is looking for alternative sources for raw materials and components.
20
Continuing or worsening supply chain, labor and logistics constraints may have a material adverse impact on the Company's results of operations or financial condition.
Segment Operating Performance
The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments consist of the Americas, EURAF, and MEAP. Further information regarding the Company’s reportable segments can be found in Note 17, “Segments,” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2022 |
|
|
Three Months Ended March 31, 2021 |
|
|
Dollar Change |
|
|
Percentage Change |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
215.9 |
|
|
$ |
140.1 |
|
|
$ |
75.8 |
|
|
|
54.1 |
% |
EURAF |
|
|
179.2 |
|
|
|
154.5 |
|
|
|
24.7 |
|
|
|
16.0 |
% |
MEAP |
|
|
63.9 |
|
|
|
59.7 |
|
|
|
4.2 |
|
|
|
7.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating
Income |
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
5.8 |
|
|
$ |
7.0 |
|
|
$ |
(1.2 |
) |
|
|
(17.1 |
)% |
EURAF |
|
|
11.4 |
|
|
|
6.3 |
|
|
|
5.1 |
|
|
|
81.0 |
% |
MEAP |
|
|
13.1 |
|
|
|
6.8 |
|
|
|
6.3 |
|
|
|
92.6 |
% |
Americas
Americas net sales increased 54.1% for three months ended March 31, 2022 to $215.9 million from $140.1 million for the three months ended March 31, 2021. The increase was primarily due to higher crane sales and pricing actions. While demand for cranes was higher year over year, supply chain constraints impacted the Company's ability to produce and ship certain products. The acquisitions of Aspen Equipment Company ("Aspen") and the crane business of H&E Equipment Services, Inc. ("H&E") contributed to the increase of net sales by $31.4 million. However, the acquisitions generated $55.5 million of net sales during the period on a standalone basis.
Americas operating income decreased 17.1% for the three months ended March 31, 2022 to $5.8 million from $7.0 million for the three months ended March 31, 2021. The decrease was primarily due to higher depreciation and amortization expense from the acquisitions, higher employee related costs and higher material and transportation costs.
EURAF
EURAF net sales increased 16.0% for the three months ended March 31, 2022 to $179.2 million from $154.5 million for the three months ended March 31, 2021. The increase was primarily due to higher crane sales and pricing actions. While demand for cranes was higher year over year, supply chain constraints impacted the Company's ability to produce and ship certain products. EURAF net sales was unfavorably impacted by approximately $13.3 million from changes in foreign currency exchange rates.
EURAF operating income increased 81.0% for the three months ended March 31, 2022 to $11.4 million from $6.3 million for the three months ended March 31, 2021. The increase was primarily due to higher crane shipments partially offset by higher material and transportation costs. Operating income was unfavorably impacted by approximately $1.7 million from changes in foreign currency exchange rates.
MEAP
MEAP net sales increased 7.0% for the three months ended March 31, 2022 to $63.9 million from $59.7 million for the three months ended March 31, 2021. The increase was primarily due to pricing actions. MEAP net sales was unfavorably impacted by approximately $2.7 million from changes in foreign currency exchange rates.
MEAP operating income increased 92.6% for the three months ended March 31, 2022 to $13.1 million from $6.8 million for the three months ended March 31, 2021. The increase was primarily due to $4.8 million of income from the partial recovery of the previously written-off note with Manitowoc Dong Yue.
21
Results of Operations for the Quarters Ended March 31, 2022 and 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 to 2021 % Change |
|
Orders |
|
$ |
481.5 |
|
|
$ |
473.6 |
|
|
|
1.7 |
% |
Backlog |
|
|
1,033.4 |
|
|
|
662.5 |
|
|
|
56.0 |
% |
Net sales |
|
|
459.0 |
|
|
|
354.3 |
|
|
|
29.6 |
% |
Gross profit |
|
|
85.0 |
|
|
|
68.4 |
|
|
|
24.3 |
% |
Gross profit % |
|
|
18.5 |
% |
|
|
19.3 |
% |
|
|
|
Engineering, selling and administrative
expenses |
|
66.5 |
|
|
57.7 |
|
|
|
15.3 |
% |
Interest expense |
|
|
7.4 |
|
|
|
7.1 |
|
|
|
4.2 |
% |
Other expense - net |
|
|
0.2 |
|
|
|
2.1 |
|
|
|
(90.5 |
)% |
Provision for income taxes |
|
|
6.5 |
|
|
|
4.2 |
|
|
|
54.8 |
% |
Orders and Backlog
Backlog represents the dollar value of orders which are expected to be recognized in net sales in the future. Orders are included in backlog when an executed binding contract has been received but has not been recognized in net sales. Orders and backlog are not measures defined by accounting principles generally accepted in the United States of America (“GAAP”) and our methodology for determining orders and backlog may vary from the methodology used by other companies. Management uses orders and backlog for capacity and resource planning. We believe this information is useful to investors to provide an indication of our future revenues.
Orders for the three months ended March 31, 2022 increased 1.7% to $481.5 million from $473.6 million for the three months ended March 31, 2021. The increase was primarily related to additional orders from the Americas and was partially offset by a decrease in demand in EURAF. As a result of Russia's invasion of Ukraine, the Company cancelled $21.0 million of orders during the first quarter of 2022 which were included in backlog as of December 31, 2021. Orders were unfavorably impacted by approximately $14.6 million due to changes in foreign currency exchange rates.
As of March 31, 2022, total backlog was $1,033.4 million, a 2.2% increase from the December 31, 2021 backlog of $1,010.9 million, and a 56.0% increase from the March 31, 2021 backlog of $662.5 million. The increase in backlog from March 31, 2021 is primarily related to higher global demand as the economy recovered from the impacts of the COVID-19 pandemic and the delay in shipments due to supply chain constraints. Backlog was unfavorably impacted by approximately $14.3 million and $30.5 million from December 31, 2021 and March 31, 2021, respectively, due to changes in foreign currency exchange rates.
Net Sales
Net sales for the three months ended March 31, 2022 increased 29.6% to $459.0 million from $354.3 million for the three months ended March 31, 2021. This increase was primarily attributable to higher crane sales and pricing actions. While demand for cranes was higher year over year, supply chain constraints impacted the Company's ability to produce and ship certain products. The acquisitions of Aspen and the crane business of H&E contributed to the increase in net sales by $31.4 million. However, the acquisitions generated $55.5 million of net sales during the period on a standalone basis. Net sales were unfavorably impacted by $15.8 million from changes in foreign currency exchange rates.
Gross Profit
Gross profit for the three months ended March 31, 2022 was $85.0 million, an increase of $16.6 million compared to $68.4 million for the three months ended March 31, 2021. The increase was primarily due to higher crane shipments partially offset by higher material and transportation costs. Gross profit was unfavorably impacted by approximately $3.7 million from changes in foreign currency exchange rates.
Gross profit percentage decreased year-over-year due to higher material and transportation costs.
Engineering, Selling and Administrative Expenses
Engineering, selling and administrative expenses increased 15.3% to $66.5 million for the three months ended March 31, 2022 compared to $57.7 million for the three months ended March 31, 2021. The acquisitions accounted for incremental costs of $10.6 million and were partially offset by $4.8 million of income from the partial recovery of the previously written-off note
22
with Manitowoc Dong Yue. Engineering, selling and administrative expenses was favorably impacted by approximately $2.1 million from changes in foreign currency exchange rates.
Interest Expense
Interest expense for the three months ended March 31, 2022 totaled $7.4 million compared to $7.1 million for the three months ended March 31, 2021. Interest expense increased year-over-year due to higher outstanding balances of variable rate debt as compared to March 31, 2021. See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.
Other Expense - Net
Other expense – net for the three months ended March 31, 2022 was $0.2 million. Other expense – net was primarily composed of $0.7 million of foreign currency exchange losses and $0.1 million of pension costs offset by $0.6 million of interest income.
Other expense – net for three months ended March 31, 2021 was $2.1 million. Other expense – net was primarily composed of $1.7 million of foreign currency exchange losses and $0.2 million of pension benefit and postretirement health costs.
Provision for Income Taxes
Provision for income taxes for the three months ended March 31, 2022 was $6.5 million compared to $4.2 million for the three months ended March 31, 2021. The increase relates primarily to higher pretax income and a change in the jurisdictional mix of income compared to the previous year. In addition, the Company’s effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates.
Financial Condition
Cash Flows
The table below shows a summary of cash flows for the three months ended March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Net cash provided by operating activities |
|
$ |
5.6 |
|
|
$ |
40.8 |
|
Net cash used for investing activities |
|
|
(8.7 |
) |
|
|
(8.0 |
) |
Net cash used for financing activities |
|
|
(20.7 |
) |
|
|
— |
|
Cash and cash equivalents |
|
|
51.6 |
|
|
|
158.5 |
|
Cash Flows From Operating Activities
Cash flows provided by operating activities for the three months ended March 31, 2022 were $5.6 million and were primarily driven by net income excluding non-cash items of $24.9 million partially offset by an increase in operating assets and liabilities of $19.3 million. The increase in operating assets and liabilities was primarily due to an increase in inventories of $69.4 million. This was partially offset by an increase in accounts payable of $54.6 million.
Cash flows provided by operating activities for the three months ended March 31, 2021 were $40.8 million and were primarily driven by a net decrease in working capital. The decrease in working capital resulted primarily from collections of accounts receivable balances.
Cash Flows From Investing Activities
Cash flows used for investing activities were $8.7 million for the three months ended March 31, 2022 and consisted of capital expenditures.
Cash flows used for investing activities were $8.0 million for the three months ended March 31, 2021 and consisted of capital expenditures.
Cash Flows From Financing Activities
Cash flows used for financing activities were $20.7 million for the three months ended March 31, 2022 and consisted of $20.0 million of payments on the ABL Revolving Credit Facility and $0.8 million of payments on other debt.
Cash flows used for financing activities were zero for the three months ended March 31, 2021 and consisted of $0.8 million of payments of other debt offset by $0.8 million of cash received from the exercise of stock options.
23
Liquidity and Capital Resources
The Company’s liquidity position as of March 31, 2022 and December 31, 2021 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
Cash and cash equivalents |
|
$ |
51.6 |
|
|
$ |
75.4 |
|
Revolver borrowing capacity |
|
|
258.2 |
|
|
|
239.3 |
|
Other debt availability |
|
|
45.2 |
|
|
|
47.2 |
|
Less: Borrowings on revolver |
|
|
(80.0 |
) |
|
|
(100.0 |
) |
Less: Borrowings on other debt |
|
|
(4.7 |
) |
|
|
(4.7 |
) |
Less: Outstanding letters of credit |
|
|
(3.0 |
) |
|
|
(3.0 |
) |
Total liquidity |
|
$ |
267.3 |
|
|
$ |
254.2 |
|
The Company believes its liquidity and expected cash flows from operations are sufficient to meet expected working capital, capital expenditure and other general ongoing operational needs in the subsequent twelve months.
Cash Sources
The Company has historically relied primarily on cash flows from operations, borrowings under revolving credit facilities, issuances of notes and other forms of debt financing as its sources of cash.
The maximum availability under the Company’s current ABL Revolving Credit Facility is $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes and the related guarantees. The ABL Revolving Credit Facility has a term of 5 years and includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company’s German subsidiary that is a borrower under the ABL Revolving Credit Facility.
In addition to the ABL Revolving Credit Facility, the Company has access to non-committed overdraft facilities to fund working capital in Europe and China. There are six facilities, of which four facilities are denominated in Euros totaling €28.0 million, one facility denominated in US dollars totaling $9.5 million, and one denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of March 31, 2022 for the six overdraft facilities is $45.2 million with $4.7 million outstanding.
Debt
Outstanding debt as of March 31, 2022 and December 31, 2021 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
Borrowing under senior secured asset based revolving
credit facility |
|
$ |
80.0 |
|
|
$ |
100.0 |
|
Senior secured second lien notes due 2026 |
|
|
300.0 |
|
|
|
300.0 |
|
Other debt |
|
|
12.1 |
|
|
|
10.3 |
|
Deferred financing costs |
|
|
(2.9 |
) |
|
|
(3.1 |
) |
Total debt |
|
|
389.2 |
|
|
|
407.2 |
|
Short-term borrowings and current portion of long-term
debt |
|
|
(9.1 |
) |
|
|
(7.3 |
) |
Long-term debt |
|
$ |
380.1 |
|
|
$ |
399.9 |
|
Both the ABL Revolving Credit Facility and 2026 Notes include customary covenants and events of default. Refer to Note 11, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of the covenants for the ABL Revolving Credit Facility and the 2026 Notes. Based upon management’s current plans and outlook, the Company believes it will be able
24
to comply with these covenants during the subsequent twelve months. From time to time, the Company seeks to opportunistically raise capital in the debt capital markets and bank credit markets.
Restructuring
The Company's current restructuring activities will be substantially completed in the second half of 2022. The remaining current restructuring activity will have an immaterial impact on the Company's results of operations and cash flows.
Non-GAAP Measures
The Company uses EBITDA, adjusted EBITDA and adjusted operating income, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance. The Company defines EBITDA as net income (loss) before interest, taxes, depreciation and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback of certain restructuring and other charges. The Company defines adjusted operating income as adjusted EBITDA excluding the addback of depreciation and amortization. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results of operations because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein.
The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA and to adjusted operating income and operating income for the three months ended March 31, 2022 and 2021 and trailing twelve months, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
Trailing Twelve |
|
|
2022 |
|
|
2021 |
|
|
Months |
|
Net income (loss) |
$ |
3.1 |
|
|
$ |
(3.1 |
) |
|
$ |
17.2 |
|
Interest expense and amortization of deferred
financing fees |
|
7.8 |
|
|
|
7.5 |
|
|
|
30.7 |
|
Provision for income taxes |
|
6.5 |
|
|
|
4.2 |
|
|
|
8.4 |
|
Depreciation expense |
|
16.1 |
|
|
|
10.0 |
|
|
|
51.6 |
|
Amortization of intangible assets |
|
0.8 |
|
|
|
0.1 |
|
|
|
2.1 |
|
EBITDA |
|
34.3 |
|
|
|
18.7 |
|
|
|
110.0 |
|
Restructuring (income) expense |
|
0.1 |
|
|
|
(0.1 |
) |
|
|
(0.9 |
) |
Asset impairment expense |
|
— |
|
|
|
— |
|
|
|
1.9 |
|
Other non-recurring charges (1) |
|
(3.4 |
) |
|
|
0.4 |
|
|
|
18.0 |
|
Other (income) expense - net (2) |
|
0.2 |
|
|
|
2.1 |
|
|
|
(2.9 |
) |
Adjusted EBITDA |
|
31.2 |
|
|
|
21.1 |
|
|
|
126.1 |
|
Depreciation expense |
|
(16.1 |
) |
|
|
(10.0 |
) |
|
|
(51.6 |
) |
Amortization of intangible assets |
|
(0.8 |
) |
|
|
(0.1 |
) |
|
|
(2.1 |
) |
Adjusted operating income |
|
14.3 |
|
|
|
11.0 |
|
|
|
72.4 |
|
Restructuring income (expense) |
|
(0.1 |
) |
|
|
0.1 |
|
|
|
0.9 |
|
Asset impairment expense |
|
— |
|
|
|
— |
|
|
|
(1.9 |
) |
Other non-recurring charges (1) |
|
3.4 |
|
|
|
(0.4 |
) |
|
|
(18.0 |
) |
Operating income |
$ |
17.6 |
|
|
$ |
10.7 |
|
|
$ |
53.4 |
|
(1)Other non-recurring charges for the three months ended March 31, 2022 relate to the fair value step up on rental fleet assets sold during the period that was expensed within cost of sales, one-time acquisition costs and income from the partial recovery of the previously written off Dong Yue note. Other non-recurring charges for the three months ended March 31, 2021 relate to one-time costs associated with due diligence of the acquisitions. Other non-recurring charges for the trailing twelve months relate to the fair value step up on rental fleet assets sold during the period that was expensed within cost of sales, one-time acquisition costs, costs associated with a legal matter with the U.S. Environmental Protection Agency and income from the partial recovery of the previously written off Dong Yue note. Other non-recurring charges are included in cost of sales or engineering, selling and administrative expenses in the Condensed Consolidated Statement of Operations.
(2)Other (income) expense - net includes net foreign currency exchange gains (losses), other components of net periodic pension costs, costs associated with legal matters and other miscellaneous items in the three and trailing twelve months ended March 31, 2022 and 2021.
The Company uses free cash flows, which is a financial measure that is not prepared in accordance with GAAP, as an additional metric to evaluate the Company’s performance. Free cash flows is defined as net cash provided by operating
25
activities less capital expenditures. Free cash flows for the three months ended March 31, 2022 and 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
Net cash provided by operating activities |
|
$ |
5.6 |
|
|
$ |
40.8 |
|
Capital expenditures |
|
|
(8.7 |
) |
|
|
(8.0 |
) |
Free cash flows |
|
$ |
(3.1 |
) |
|
$ |
32.8 |
|
Critical Accounting Policies
The Company's critical accounting policies have not materially changed since the 2021 Annual Report on Form 10-K was filed. Refer to the Critical Accounting Policies in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2021 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.