MANITOWOC CO INC, 10-Q filed on 5/6/2014
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2014
Document and entity information
 
Entity Registrant Name
MANITOWOC CO INC 
Entity Central Index Key
0000061986 
Document Type
10-Q 
Document Period End Date
Mar. 31, 2014 
Amendment Flag
false 
Current Fiscal Year End Date
--12-31 
Entity Current Reporting Status
Yes 
Entity Filer Category
Large Accelerated Filer 
Entity Common Stock, Shares Outstanding
135,163,135 
Document Fiscal Year Focus
2014 
Document Fiscal Period Focus
Q1 
Condensed Consolidated Statements of Operations (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Operations
 
 
Net sales
$ 850.0 
$ 894.6 
Costs and expenses:
 
 
Cost of sales
622.9 
672.5 
Engineering, selling and administrative expenses
162.7 
156.6 
Amortization expense
8.8 
9.0 
Restructuring expense
2.0 
0.3 
Other Operating Income
 
Other operating expense
 
0.3 
Total operating costs and expenses
796.4 
838.7 
Earnings from operations
53.6 
55.9 
Other income (expenses):
 
 
Interest expense
(19.3)
(33.0)
Amortization of deferred financing fees
(1.2)
(1.8)
Loss on debt extinguishment
(25.3)
(0.4)
Other income (expense), net
0.8 
1.6 
Total other income (expenses)
(45.0)
(33.6)
Earnings from continuing operations before taxes on earnings
8.6 
22.3 
Provision (benefit) for taxes on income
2.6 
8.5 
Earnings from continuing operations
6.0 
13.8 
Discontinued operations:
 
 
Loss from discontinued operations, net of income taxes of $0.0 and $(0.1), respectively
(1.0)
(4.1)
Loss on sale of discontinued operations, net of income taxes of $0.0 and $3.3, respectively
(9.9)
(1.6)
Net (loss) earnings
(4.9)
8.1 
Less: Net earnings (loss) attributable to noncontrolling interest, net of tax
3.9 
(2.3)
Net earnings (loss) attributable to Manitowoc
(8.8)
10.4 
Amounts attributable to the Manitowoc common shareholders:
 
 
Earnings from continuing operations
1.7 
14.1 
Loss from discontinued operations, net of income taxes
(0.6)
(2.1)
Loss on sale of discontinued operations, net of income taxes
(9.9)
(1.6)
Net earnings (loss) attributable to Manitowoc
$ (8.8)
$ 10.4 
Basic earnings (loss) per common share:
 
 
Earnings from continuing operations attributable to Manitowoc common shareholders
$ 0.01 
$ 0.11 
Loss from discontinued operations attributable to Manitowoc common shareholders
$ 0.00 
$ (0.02)
Loss on sale of discontinued operations, net of income taxes
$ (0.07)
$ (0.01)
Earnings (loss) per share attributable to Manitowoc common shareholders
$ (0.07)
$ 0.08 
Diluted earnings (loss) per common share:
 
 
Earnings from continuing operations attributable to Manitowoc common shareholders
$ 0.01 
$ 0.10 
Loss from discontinued operations attributable to Manitowoc common shareholders
$ 0.00 
$ (0.02)
Loss on sale of discontinued operations, net of income taxes
$ (0.07)
$ (0.01)
(Loss) earnings per share attributable to Manitowoc common shareholders
$ (0.06)
$ 0.08 
Weighted average shares outstanding — basic
134,187,169 
132,306,735 
Weighted average shares outstanding — diluted
137,047,710 
134,993,057 
Consolidated Statements of Operations (Parenthetical) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Income Statement [Abstract]
 
 
Loss from discontinued operations, income taxes
$ 0 
$ (0.1)
Loss on sale of discontinued operations, income taxes
$ 0 
$ 3.3 
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
 
 
Net (loss) earnings
$ (4.9)
$ 8.1 
Other comprehensive income (loss), net of tax
 
 
Derivative instrument fair market value adjustment, net of income taxes of $(0.4) and $(1.4), respectively
(1.1)
(2.6)
Employee pension and post retirement benefits, net of income taxes of $0.2 and $0.3, respectively
0.8 
1.0 
Foreign currency translation adjustments
3.4 
(14.6)
Net current period other comprehensive income (loss)
3.1 
(16.2)
Comprehensive loss
(1.8)
(8.1)
Comprehensive income (loss) attributable to noncontrolling interest
3.9 
(2.3)
Comprehensive loss attributable to Manitowoc
$ (5.7)
$ (5.8)
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
 
 
Derivative instrument fair market value adjustment, net of income taxes of
$ (0.4)
$ (1.4)
Employee pension and post retirement benefits, net of income taxes of
$ (0.2)
$ (0.3)
Condensed Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Current Assets:
 
 
Cash and cash equivalents
$ 78.8 
$ 54.9 
Restricted cash
25.9 
12.8 
Accounts receivable, less allowances of $18.8 and $18.2, respectively
298.4 
255.5 
Inventories — net
824.0 
720.8 
Deferred income taxes
88.3 
89.9 
Other current assets
120.9 
113.9 
Current assets of discontinued operation
15.1 
Total current assets
1,436.3 
1,262.9 
Property, plant and equipment — net
579.8 
578.8 
Goodwill
1,220.8 
1,218.6 
Other intangible assets — net
759.4 
766.2 
Other non-current assets
122.4 
126.8 
Long-term assets of discontinued operation
23.3 
Total assets
4,118.7 
3,976.6 
Current Liabilities:
 
 
Accounts payable and accrued expenses
788.8 
935.6 
Current portion of long-term debt and short-term borrowings
65.8 
22.7 
Product warranties
77.5 
81.1 
Customer advances
25.9 
34.9 
Product liabilities
26.0 
25.0 
Current liabilities of discontinued operation
26.1 
Total current liabilities
984.0 
1,125.4 
Non-Current Liabilities:
 
 
Long-term debt
1,779.7 
1,504.1 
Deferred income taxes
234.0 
214.3 
Pension obligations
103.6 
101.5 
Postretirement health and other benefit obligations
44.5 
44.7 
Long-term deferred revenue
37.0 
37.6 
Other non-current liabilities
141.7 
164.5 
Long-term liabilities of discontinued operation
2.2 
Total non-current liabilities
2,340.5 
2,068.9 
Commitments and Contingencies (Note 14)
   
   
Total Equity:
 
 
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 135,163,135 and 133,717,057 shares outstanding, respectively)
1.4 
1.4 
Additional paid-in capital
526.6 
506.0 
Accumulated other comprehensive income (loss)
(3.8)
(6.9)
Retained earnings
344.4 
353.2 
Treasury stock, at cost (28,012,793 and 29,458,871 shares, respectively)
(74.4)
(78.2)
Total Manitowoc stockholders’ equity
794.2 
775.5 
Noncontrolling interest
6.8 
Total equity
794.2 
782.3 
Total liabilities and equity
$ 4,118.7 
$ 3,976.6 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Accounts Receivable, allowances (in dollars)
$ 18.8 
$ 18.2 
Common stock, shares authorized
300,000,000 
300,000,000 
Common stock, shares issued
163,175,928 
163,175,928 
Common stock, shares outstanding
135,163,135 
133,717,057 
Treasury stock, shares
28,012,793 
29,458,871 
Condensed Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Cash Flows From Operations
 
 
Net (loss) earnings
$ (4.9)
$ 8.1 
Adjustments to reconcile net (loss) earnings to cash used for operating activities of continuing operations:
 
 
Discontinued operations, net of income taxes
1.0 
4.1 
Depreciation
14.4 
19.8 
Amortization of intangible assets
8.8 
9.0 
Amortization of deferred financing fees
1.2 
1.8 
Deferred income taxes
1.4 
(0.3)
Loss on early debt extinguishment
6.2 
0.4 
Loss on sale of property, plant and equipment
0.2 
0.6 
Loss on sale of discontinued operations
9.9 
1.6 
Other
(4.5)
4.5 
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
 
 
Accounts receivable
(43.1)
(12.0)
Inventories
(101.5)
(102.2)
Other assets
(5.5)
(1.9)
Accounts payable
(32.8)
2.7 
Accrued expenses and other liabilities
(115.4)
(39.1)
Net cash used for operating activities of continuing operations
(264.6)
(102.9)
Net cash used for operating activities of discontinued operations
(6.8)
(5.1)
Net cash used for operating activities
(271.4)
(108.0)
Cash Flows from Investing:
 
 
Capital expenditures
(16.7)
(20.9)
Proceeds from sale of property, plant and equipment
1.0 
0.5 
Restricted cash
(13.2)
(0.5)
Proceeds from sale of business
39.2 
Net Cash (Used For) Provided by Investing Activities, Continuing Operations
(28.9)
18.3 
Cash Used For Investing Activities, Discontinued Operations
(0.2)
Net cash (used for) provided by investing activities
(28.9)
18.1 
Cash Flows from Financing:
 
 
Proceeds from revolving credit facility
314.0 
149.7 
Payments on long-term debt
(570.7)
(29.5)
Proceeds from long-term debt
580.6 
9.1 
Payments on notes financing
(7.2)
(14.3)
Debt issuance costs
(4.9)
Exercises of stock options
19.9 
2.7 
Net Cash Provided by Financing Activities, Continuing Operations
331.7 
117.7 
Cash Used For Financing Activities, Discontinued Operations
(7.2)
Net cash provided by financing activities of continuing operations
324.5 
117.7 
Effect of exchange rate changes on cash
(0.3)
Net increase in cash and cash equivalents
23.9 
27.8 
Balance at beginning of period
54.9 
73.2 
Balance at end of period
$ 78.8 
$ 101.0 
Accounting Policies
Accounting Policies
Accounting Policies
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income for the three months ended March 31, 2014 and 2013, the cash flows for the same three-month periods, and the financial position at March 31, 2014 and December 31, 2013, 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, 2013.  Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to SEC’s 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.
The results for the three months ended March 31, 2013 have been revised to reflect reclassifications due to discontinued operations. See Note 2, "Discontinued Operations," of the condensed consolidated financial statements for further discussion. 
All dollar amounts, except share and per share amounts, are in millions of dollars throughout the tables included in these notes unless otherwise indicated.
Discontinued Operations
Discontinued Operations
Discontinued Operations
During the fourth quarter of 2013, the company agreed to sell its 50% interest in Manitowoc Dong Yue Heavy Machinery Co., Ltd. ("Manitowoc Dong Yue" or the "joint venture"), a consolidated entity, which produced mobile and truck-mounted hydraulic cranes in China, to its joint venture partner, Tai’an Taishan Heavy Industry Investment Co., Ltd., for a nominal amount. Consequently, the joint venture has been classified as a discontinued operation in the company's financial statements. The transaction subsequently closed on January 21, 2014. The transaction resulted in a $9.9 million loss on sale, net of tax during the first quarter of 2014.
Upon closing of the transaction in the first quarter of 2014, the company also paid an additional $7.2 million to Manitowoc Dong Yue for a portion of debt the joint venture had outstanding with third parties. After this payment, Manitowoc Dong Yue had approximately $17.3 million of third party debt outstanding under a loan agreement entered into during the first quarter of 2014 that the company has fully guaranteed. The loan is fully secured by Manitowoc Dong Yue’s fixed assets as well as finished goods inventory. Manitowoc Dong Yue will repay the loan over a four-year period, with the last payment due on December 31, 2017. Prior to the closing of the transaction in 2014, the company provided an additional $8.6 million of loans to Manitowoc Dong Yue. The company agreed to forgive the additional loans and accrued interest owed by Manitowoc Dong Yue to the company and its affiliates, and the forgiveness resulted in income of $4.3 million to the joint venture partner shown as part of net income attributable to noncontrolling interest, net of income taxes, which effectively reduced net earnings attributable to Manitowoc shareholders for the quarter ended March 31, 2014.
The following selected financial data of the Manitowoc Dong Yue business for the three months ended March 31, 2014 and 2013 is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity. There was no general corporate expense allocated to discontinued operations for this business during the periods presented.
 
 
Three Months Ended
March 31,
(in millions)
 
2014
 
2013
Net sales
 
$
0.3

 
$
3.4

 
 
 
 
 
Pretax loss from discontinued operation
 
$
(0.8
)
 
$
(4.0
)
Provision for taxes on earnings
 

 

Net loss from discontinued operation
 
$
(0.8
)
 
$
(4.0
)
 
On January 28, 2013, the company sold its Jackson business, which designed, manufactured and sold warewashing equipment and other equipment including racks and tables, to Hoshizaki USA Holdings, Inc. for approximately $38.5 million. Proceeds, net of estimated tax liability, were used to reduce ratably the then-outstanding balances of Term Loans A and B. During the first quarter of 2013, the transaction resulted in a $1.6 million loss on sale, which included $3.3 million of income tax expense. During March 2013, Hoshizaki USA Holdings, Inc. made a payment to the company of $0.7 million as the final working capital adjustment under the sale agreement. The results of these operations have been classified as discontinued operations.
The following selected financial data of the Jackson business for the three months ended March 31, 2014 and 2013 is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity.  There was no general corporate expense or interest expense allocated to discontinued operations for this business during the periods presented. 
 
 
Three Months Ended
March 31,
(in millions)
 
2014
 
2013
Net sales
 
$

 
$
2.5

 
 
 
 
 
Pretax earnings from discontinued operation
 
$

 
$
0.1

Provision for taxes on earnings
 

 

Net earnings from discontinued operation
 
$

 
$
0.1

 
The following selected financial data of various other businesses disposed of prior to 2013, primarily consisting of administrative costs, for the three months ended March 31, 2014 and 2013, is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the businesses operated as stand-alone entities.  There was no general corporate expense or interest expense allocated to discontinued operations for these businesses during the periods presented.
 
 
Three Months Ended
March 31,
(in millions)
 
2014
 
2013
Net sales
 
$

 
$

 
 
 
 
 
Pretax loss from discontinued operations
 
$
(0.2
)
 
$
(0.3
)
Benefit for taxes on earnings
 

 
(0.1
)
Net loss from discontinued operations
 
$
(0.2
)
 
$
(0.2
)
Fair Value of Financial Instruments
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The following tables set forth the company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2014 and December 31, 2013 by level within the fair value hierarchy.  Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
 
Fair Value as of March 31, 2014
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
Current Assets:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
1.6

 
$

 
$
1.6

Commodity contracts

 
0.1

 

 
0.1

Total current assets at fair value
$

 
$
1.7

 
$

 
$
1.7

Current Liabilities:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
1.6

 
$

 
$
1.6

Commodity contracts

 
0.5

 

 
0.5

Total current liabilities at fair value
$

 
$
2.1

 
$

 
$
2.1

Non-current Liabilities:
 
 
 
 
 
 
 
Interest rate swap contracts
$

 
$
11.3

 
$

 
$
11.3

Commodity contracts
$

 
$
0.1

 
$

 
$
0.1

Total Non-current liabilities at fair value
$

 
$
11.4

 
$

 
$
11.4

 
Fair Value as of December 31, 2013
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
Current Assets:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
2.9

 
$

 
$
2.9

Commodity contracts

 
0.2

 

 
0.2

Total current assets at fair value
$

 
$
3.1

 
$

 
$
3.1

Current Liabilities:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
1.1

 
$

 
$
1.1

Commodity contracts

 
0.4

 

 
0.4

Total current liabilities at fair value
$

 
$
1.5

 
$

 
$
1.5

Non-current Liabilities:
 

 
 

 
 

 
 

Interest rate swap contracts
$

 
$
14.9

 
$

 
$
14.9

Total non-current liabilities at fair value
$

 
$
14.9

 
$

 
$
14.9


The fair value of the company’s 9.50% Senior Notes due 2018 was approximately $423.1 million as of December 31, 2013; these notes were redeemed by the company on February 18, 2014. The fair value of the company’s 8.50% Senior Notes due 2020 was approximately $669.0 million and $677.6 million as of March 31, 2014 and December 31, 2013, respectively. The fair value of the company’s 5.875% Senior Notes due 2022 was approximately $319.6 million and $303.9 million as of March 31, 2014 and December 31, 2013, respectively. The fair values of the company’s Term Loans under its credit facilities were as follows as of March 31, 2014 and December 31, 2013, respectively:  Term Loan A — $345.8 million and $161.9 million; and Term Loan B — $199.1 million and $0.0 million.  See Note 8, “Debt,” for a description of the debt instruments and their related carrying values, as well as for a discussion of the February 2014 redemption of the company’s 9.50% Senior Notes due 2018.
ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820-10 classifies the inputs used to measure fair value into the following hierarchy:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities
 
 
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or
 
 
 
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
 
 
 
Inputs other than quoted prices that are observable for the asset or liability
 
 
Level 3
Unobservable inputs for the asset or liability
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 fair value of its Term Loans and Senior Notes based on quoted market prices of the instruments; though these markets are typically thinly traded, the liabilities are therefore classified as Level 2 within the valuation hierarchy.  The carrying values of cash and cash equivalents, accounts receivable, accounts payable, deferred purchase price notes on receivables sold (see Note 9, “Accounts Receivable Securitization”) and short-term variable debt, including any amounts outstanding under our revolving credit facility, approximate fair value, without being discounted as of March 31, 2014 and December 31, 2013 due to the short-term nature of these instruments.
As a result of its global operating and financing activities, the company is exposed to market risks from changes in interest rates, foreign currency exchange rates, and commodity prices, which may adversely affect the company’s operating results and financial position. When deemed appropriate, the company minimizes these risks through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and the company does not use leveraged derivative financial instruments. The foreign currency exchange, interest rate, and commodity 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.
Derivative Financial Instruments
Derivative Financial Instruments
Derivative Financial Instruments
The company’s risk management objective is to ensure that business exposures to risks that have been identified and measured and are capable of being controlled are minimized using what it believes to be the most effective and efficient methods to eliminate, reduce, or transfer such exposures.  Operating decisions consider associated risks and transactions are structured to minimize or manage risk whenever possible.
Use of derivative instruments is consistent with the overall business and risk management objectives of the company.  Derivative instruments may be used to manage business risk within limits specified by the company’s risk policy and manage exposures that have been identified through the risk identification and measurement process, provided that they clearly qualify as “hedging” activities as defined in the risk policy.  Use of derivative instruments is not automatic, nor is it necessarily the only response to managing pertinent business risk.  Use is permitted only after the risks that have been identified are determined to exceed defined tolerance levels and are considered to be unavoidable.
The primary risks managed by the company by using derivative instruments are interest rate risk, commodity price risk and foreign currency exchange risk.  Interest rate swap and cap instruments are entered into to manage interest rate or fair value risk.  Swap contracts on various commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the company’s manufacturing processes.  The company also enters into various foreign currency derivative instruments to manage foreign currency risk associated with the company’s projected foreign currency denominated purchases, sales, and receivable and payable balances.
ASC Topic 815-10, “Derivatives and Hedging,” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position.  In accordance with ASC Topic 815-10, the company designates commodity swaps, foreign currency exchange contracts, and interest rate derivative contracts as cash flow hedges of forecasted purchases of commodities and currencies, and variable rate interest payments.  Also in accordance with ASC Topic 815-10, the company designates fixed-to-float interest rate swaps as fair market value hedges of fixed rate debt, which synthetically swap the company’s fixed rate debt to floating rate debt.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of Other Comprehensive Income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.  In the next twelve months the company estimates that $0.1 million of unrealized losses net of tax related to commodity price and currency exchange rate hedging will be reclassified from other comprehensive income into earnings.  Foreign currency and commodity hedging is generally completed prospectively on a rolling basis for between twelve and twenty-four months, respectively, depending on the type of risk being hedged.
The risk management objective for the company’s fair market value interest rate hedges is to effectively change the amount of the underlying debt equal to the notional value of the hedges from a fixed to a floating interest rate based on the benchmark one-month LIBOR rate.  These swaps include an embedded call feature to match the terms of the call schedule embedded in the Senior Notes. Changes in the fair value of the interest rate swap are expected to offset changes in the fair value of the debt due to changes in the one-month LIBOR benchmark interest rate.
As of March 31, 2014 and December 31, 2013, the company had the following outstanding commodity and foreign currency exchange contracts that were entered to hedge forecasted transactions:
 
 
Units Hedged
 
 
 
Commodity
 
March 31, 2014
 
December 31, 2013
 
 
Type
Aluminum
 
2,257

 
1,622

 
MT
Cash Flow
Copper
 
783

 
382

 
MT
Cash Flow
Natural Gas
 
144,390

 
214,277

 
MMBtu
Cash Flow
Steel
 
8,649

 
11,503

 
Tons
Cash Flow
 
 
 
Units Hedged
 
 
Short Currency
 
March 31, 2014
 
December 31, 2013
 
Type
Canadian Dollar
 
13,493,028

 
11,011,092

 
Cash Flow
European Euro
 
117,357,704

 
74,934,975

 
Cash Flow
South Korean Won
 
3,754,342,165

 
1,258,808,642

 
Cash Flow
Singapore Dollar
 
5,040,000

 
5,280,000

 
Cash Flow
United States Dollar
 
1,580,001

 
14,380,959

 
Cash Flow
Chinese Renminbi
 
250,303,820

 
245,324,730

 
Cash Flow

As of both March 31, 2014 and December 31, 2013 the company had outstanding $100.0 million notional amount of 3.00% LIBOR caps related to the term loan portion of its credit facility.  The remaining unhedged portions of Term Loans A and B continue to bear interest according to the terms of the New Senior Credit Facility without the benefit of the interest rate cap.
As of both March 31, 2014 and December 31, 2013 the company had $75.0 million and $125.0 million total notional amount of fixed-to-float interest rate swaps outstanding related to the Senior Notes due 2020 and 2022, respectively, that were designated as fair value hedges.
See Note 8, "Debt," for a description of the debt instruments.
For derivative instruments that are not designated as hedging instruments under ASC Topic 815-10, the gains or losses on the derivatives are recognized in current earnings within cost of sales or other income, net in the Condensed Consolidated Statements of Operations.  As of March 31, 2014 and December 31, 2013, the company had the following outstanding foreign currency exchange contracts that were not designated as hedging instruments:
 
 
Units Hedged
 
 
 
 
Short Currency
 
March 31,
2014
 
December 31, 2013
 
Recognized Location
 
Purpose
Euro
 
17,894,548

 
31,738,273

 
Other income, net
 
Accounts Payable and Receivable Settlement
United States Dollar
 
18,143,188

 
29,091,053

 
Other income, net
 
Accounts Payable and Receivable Settlement
Australian Dollar
 
18,200,000

 
1,000,000

 
Other income, net
 
Accounts Payable and Receivable Settlement
Chinese Renminbi
 
40,288,990

 
125,000,000

 
Other income, net
 
Accounts Payable and Receivable Settlement

The fair value of outstanding derivative contracts recorded as assets in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 was as follows:
 
 
 
 
ASSET DERIVATIVES
 
 
 
 
March 31, 2014
 
December 31, 2013
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets
 
$
1.6

 
$
2.3

Commodity contracts
 
Other current assets
 
0.1

 
0.2

Total derivatives designated as hedging instruments
 
 
 
$
1.7

 
$
2.5

 
 
 
 
ASSET DERIVATIVES
 
 
 
 
March 31, 2014
 
December 31, 2013
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives NOT designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets
 
$

 
$
0.6

Total derivatives NOT designated as hedging instruments
 
 
 
$

 
$
0.6

 
 
 
 
 
 
 
Total asset derivatives
 
 
 
$
1.7

 
$
3.1


The fair value of outstanding derivative contracts recorded as liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 was as follows:
 
 
 
 
LIABILITY DERIVATIVES
 
 
 
 
March 31, 2014
 
December 31, 2013
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Accounts payable and accrued expenses
 
$
0.7

 
$
0.5

Commodity contracts
 
Accounts payable and accrued expenses
 
0.5

 
0.4

Commodity contracts
 
Other non-current liabilities
 
0.1

 

Interest rate swap contracts: Fixed-to-float
 
Other non-current liabilities
 
11.3

 
14.9

Total derivatives designated as hedging instruments
 
 
 
$
12.6

 
$
15.8

 
 
 
 
LIABILITY DERIVATIVES
 
 
 
 
March 31, 2014
 
December 31, 2013
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives NOT designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Accounts payable and accrued expenses
 
$
0.9

 
$
0.6

Total derivatives NOT designated as hedging instruments
 
 
 
$
0.9

 
$
0.6

 
 
 
 
 
 
 
Total liability derivatives
 
 
 
$
13.5

 
$
16.4


The effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and March 31, 2013 for gains or losses initially recognized in Other Comprehensive Income (OCI) in the Condensed Consolidated Balance Sheets was as follows: 
 
 
Amount of Gain or (Loss) on Derivative
Recognized in OCI (Effective Portion,
net of tax)
 
Location of Gain or (Loss)
Reclassified from
Accumulated
 
Amount of Gain or (Loss) Reclassified
from Accumulated OCI into Income
(Effective Portion)
Derivatives in Cash Flow Hedging
Relationships (in millions)
 
March 31,
2014
 
March 31,
2013
 
OCI into Income
(Effective Portion)
 
March 31,
2014
 
March 31,
2013
Foreign exchange contracts
 
$
(0.9
)
 
$
(2.3
)
 
Cost of sales
 
$
0.3

 
$
0.3

Commodity contracts
 
(0.2
)
 
(0.1
)
 
Cost of sales
 
(0.1
)
 
(0.5
)
Total
 
$
(1.1
)
 
$
(2.4
)
 
 
 
$
0.2

 
$
(0.2
)
Derivatives
 
Location of Gain or (Loss)
on Derivative Recognized in
Income (Ineffective Portion
and Amount Excluded from
 
Amount of Gain or (Loss) on Derivative Recognized in
Income (Ineffective Portion and Amount Excluded
from
Effectiveness Testing)
Relationships (in millions)
 
Effectiveness Testing)
 
March 31, 2014
 
March 31, 2013
Commodity contracts
 
Cost of sales
 
$

 
$

Total
 
 
 
$

 
$

Derivatives Not Designated as
 
Location of Gain or (Loss)
Recognized on Derivative in
 
Amount of Gain or (Loss) on Derivative Recognized in
Income
Hedging Instruments (in millions)
 
Income
 
March 31, 2014
 
March 31, 2013
Foreign exchange contracts
 
Other income
 
$
(0.4
)
 
$
(0.2
)
Total
 
 
 
$
(0.4
)
 
$
(0.2
)
The effect of Fair Market Value designated derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 and March 31, 2013 for gains or losses recognized through income was as follows:
Derivatives Designated as Fair Market Value
 
Location of Gain or (Loss)
on Derivative
 
Amount of Gain or (Loss) on Derivative Recognized in
Income
Instruments under ASC 815 (in millions)
 
Recognized in Income
 
March 31, 2014
 
March 31, 2013
Interest rate swap contracts
 
Interest expense
 
$
3.6

 
$
(1.3
)
Total
 
 
 
$
3.6

 
$
(1.3
)
Inventories
Inventories
Inventories
The components of inventories as of March 31, 2014 and December 31, 2013 are summarized as follows:
(in millions)
 
March 31,
2014
 
December 31,
2013
Inventories — gross:
 
 

 
 

Raw materials
 
$
269.4

 
$
259.0

Work-in-process
 
178.4

 
130.2

Finished goods
 
482.9

 
436.8

Total inventories — gross
 
930.7

 
826.0

Excess and obsolete inventory reserve
 
(69.3
)
 
(69.0
)
Net inventories at FIFO cost
 
861.4

 
757.0

Excess of FIFO costs over LIFO value
 
(37.4
)
 
(36.2
)
Inventories — net
 
$
824.0

 
$
720.8

Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Notes)
Goodwill and Intangible Assets Disclosure [Text Block]
Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill by reportable segment for the year ended December 31, 2013 and the three months ended March 31, 2014 are as follows:
(in millions)
 
Crane
 
Foodservice
 
Total
Gross balance as of January 1, 2013
 
$
341.7

 
$
1,384.7

 
$
1,726.4

Accumulated asset impairments
 

 
(515.7
)
 
(515.7
)
Net balance as of January 1, 2013
 
341.7

 
869.0

 
1,210.7

Acquisition of Inducs, AG
 

 
5.0

 
5.0

Restructuring reserve adjustment
 

 
(0.7
)
 
(0.7
)
Foreign currency impact
 
3.4

 
0.2

 
3.6

Gross balance as of December 31, 2013
 
$
345.1

 
$
1,389.2

 
$
1,734.3

Accumulated asset impairments
 

 
(515.7
)
 
(515.7
)
Net balance as of December 31, 2013
 
$
345.1

 
$
873.5

 
$
1,218.6

Foreign currency impact
 
2.2

 

 
2.2

Gross balance as of March 31, 2014
 
$
347.3

 
$
1,389.2

 
$
1,736.5

Accumulated asset impairments
 

 
(515.7
)
 
(515.7
)
Net balance as of March 31, 2014
 
$
347.3

 
$
873.5

 
$
1,220.8


The company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles — Goodwill and Other.” The company performs an annual impairment review at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The company performs impairment reviews for its reporting units, which are Cranes Americas; Cranes Europe, Middle East, and Africa; Cranes China; Cranes Greater Asia Pacific; Crane Care; Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Asia, using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Goodwill is then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.
The company continually monitors market conditions and determines if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. In the event the company determines that assets are impaired in the future, the company would recognize a non-cash impairment charge, which could have a material adverse effect on the company’s condensed consolidated balance sheet and results of operations.
On October 1, 2013, the company acquired all remaining shares of Inducs, AG (“Inducs”) which the company previously held a minority interest. The aggregate purchase price of $12.2 million, net of cash, resulted in $7.0 million of identifiable intangible assets and $5.0 million of goodwill. The results of Inducs have been included in the Foodservice segment since the date of acquisition.
The gross carrying amount, accumulated amortization and net book value of the company’s intangible assets other than goodwill at March 31, 2014 and December 31, 2013 are as follows:
 
 
March 31, 2014
 
December 31, 2013
(in millions)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book
Value
Trademarks and tradenames
 
$
313.0

 
$

 
$
313.0

 
$
311.8

 
$

 
$
311.8

Customer relationships
 
426.3

 
(120.0
)
 
306.3

 
426.1

 
(114.4
)
 
311.7

Patents
 
35.2

 
(29.1
)
 
6.1

 
34.9

 
(28.4
)
 
6.5

Engineering drawings
 
11.9

 
(9.5
)
 
2.4

 
11.5

 
(9.1
)
 
2.4

Distribution network
 
21.3

 

 
21.3

 
21.0

 

 
21.0

Other intangibles
 
176.6

 
(66.3
)
 
110.3

 
176.6

 
(63.8
)
 
112.8

Total
 
$
984.3

 
$
(224.9
)
 
$
759.4

 
$
981.9

 
$
(215.7
)
 
$
766.2


Amortization expense for the three months ended March 31, 2014 and 2013 was $8.8 million and $9.0 million, respectively.
Accounts Payable and Accrued Expenses
Accounts Payable and Accrued Expenses
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at March 31, 2014 and December 31, 2013 are summarized as follows:
(in millions)
 
March 31,
2014
 
December 31,
2013
Trade accounts payable and interest payable
 
$
480.2

 
$
510.6

Employee related expenses
 
118.9

 
99.9

Restructuring expenses
 
20.7

 
20.6

Profit sharing and incentives
 
10.9

 
44.7

Accrued rebates
 
30.8

 
45.2

Deferred revenue - current
 
21.6

 
25.0

Derivative liabilities
 
2.1

 
1.5

Income taxes payable
 

 
62.5

Miscellaneous accrued expenses
 
103.6

 
125.6

 
 
$
788.8

 
$
935.6

Debt
Debt
Debt
Outstanding debt at March 31, 2014 and December 31, 2013 is summarized as follows:
(in millions)
 
March 31, 2014
 
December 31, 2013
Revolving credit facility
 
$
314.0

 
$

Term loan A
 
350.0

 
162.5

Term loan B
 
200.0

 

Senior notes due 2018
 

 
408.4

Senior notes due 2020
 
614.9

 
614.8

Senior notes due 2022
 
291.7

 
289.1

Other
 
74.9

 
52.0

Total debt
 
1,845.5

 
1,526.8

Less current portion and short-term borrowings
 
(65.8
)
 
(22.7
)
Long-term debt
 
$
1,779.7

 
$
1,504.1


On January 3, 2014, the company entered into a $1,050.0 million Third Amended and Restated Credit Agreement (the “New Senior Credit Facility”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities Inc., Bank of America, N.A., and Wells Fargo Bank, National Association, as Syndication Agents, and SunTrust Bank, as Documentation Agent. The New Senior Credit Facility includes three different loan facilities. The first is a revolving facility in the amount of $500.0 million, with a term of five years. The second facility is a Term Loan A in the aggregate amount of $350.0 million, with a term of five years. The third facility is a Term Loan B in the amount of $200.0 million, with a term of seven years.
The New Senior Credit Facility resulted in a loss on debt extinguishment of $2.0 million related to the write-off of deferred financing fees.
The New Senior Credit Facility replaced the company's prior $1,250.0 million Second Amended and Restated Credit Agreement (the “Prior Senior Credit Facility”), which was entered into on May 13, 2011. The Prior Senior Credit Facility included three different loan facilities.  The first was a revolving facility in the amount of $500.0 million, with a term of five years.  The second facility was an amortizing Term Loan A facility in the aggregate amount of $350.0 million with a term of five years.  The third facility was an amortizing Term Loan B facility in the amount of $400.0 million with a term of 6.5 years. 
The New Senior Credit Facility contains financial covenants including (a) a Consolidated Interest Coverage Ratio, which measures the ratio of (i) consolidated earnings before interest, taxes, depreciation and amortization, and other adjustments (EBITDA), as defined in the credit agreement to (ii) consolidated cash interest expense, each for the most recent four fiscal quarters, and (b) a Consolidated Senior Secured Leverage Ratio, which measures the ratio of (i) consolidated senior secured indebtedness to (ii) consolidated EBITDA for the most recent four fiscal quarters.  The current covenant levels of the financial covenants under the Senior Credit Facility are as set forth below:
Fiscal Quarter Ending
 
Consolidated
Senior Secured
Leverage Ratio
(less than)
 
Consolidated Interest
Coverage Ratio
(greater than)
March 31, 2014
 
3.50:1.00
 
2.25:1.00
June 30, 2014
 
3.50:1.00
 
2.50:1.00
September 30, 2014
 
3.50:1.00
 
2.50:1.00
December 31, 2014
 
3.25:1.00
 
2.50:1.00
March 31, 2015
 
3.25:1.00
 
2.75:1.00
June 30, 2015
 
3.25:1.00
 
2.75:1.00
September 30, 2015
 
3.25:1.00
 
2.75:1.00
December 31, 2015
 
3.25:1.00
 
2.75:1.00
March 31, 2016 and thereafter
 
3.00:1.00
 
3.00:1.00

The New Senior Credit Facility includes customary representations and warranties and events of default and customary covenants, including without limitation (i) a requirement that the company prepay the term loan facilities from the net proceeds of asset sales, casualty losses, equity offerings, and new indebtedness for borrowed money, and from a portion of its excess cash flow, subject to certain exceptions; and (ii) limitations on indebtedness, capital expenditures, restricted payments, and acquisitions.
As of March 31, 2014 the company had the following two series of Senior Notes outstanding (collectively the “Senior Notes”):
5.875% Senior Notes due 2022 (the "2022 Notes"); original principal amount: $300.0 million
8.50% Senior Notes due 2020 (the "2020 Notes"); original principal amount: $600.0 million
Interest on the 2022 Notes is payable semiannually in April and October of each year, and interest on the 2020 Notes is payable semiannually in May and November of each year.
Each series of Senior Notes is an unsecured senior obligation ranking subordinate to all existing senior secured indebtedness and equal to all existing senior unsecured obligations.  Each series of Senior Notes is guaranteed by certain of the company’s 100% owned domestic subsidiaries; these subsidiaries also guaranty the company’s obligations under the New Senior Credit Facility.  Each series of Senior Notes contains affirmative and negative covenants which limit, among other things, the company’s ability to redeem or repurchase its debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, and create or become subject to liens.  Each series of Senior Notes also includes customary events of default. If an event of default occurs and is continuing with respect to the Senior Notes, then the trustee or the holders of at least 25% of the principal amount of the outstanding Senior Notes may declare the principal and accrued interest on all of the Senior Notes to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, all unpaid principal of, and premium, if any, and accrued and unpaid interest on all outstanding Senior Notes will become due and payable immediately.
The company may redeem the 2022 Notes in whole or in part for a premium at any time on or after October 15, 2017. The following would be the principal and premium paid by the company, expressed as percentages of the principal amount thereof, if it redeems the 2022 Notes during the 12-month period commencing on October 15 of the year set forth below:
Year
Percentage
2017
102.938
%
2018
101.958
%
2019
100.979
%
2020 and thereafter
100.000
%

In addition, at any time prior to October 15, 2015, the company is permitted to, at its option, use the net cash proceeds of one or more public equity offerings to redeem up to 35% of the 2022 Notes at a redemption price of 105.875%, plus accrued but unpaid interest, if any, to the date of redemption; provided that (1) at least 65% of the principal amount of the 2022 Notes outstanding remains outstanding immediately after any such redemption; and (2) the company makes such redemptions not more than 90 days after the consummation of any such public offering. Further, the company is required to offer to repurchase the 2022 Notes for cash at a price of 101% of the aggregate principal amount of the 2022 Notes, plus accrued and unpaid interest, if any, upon the occurrence of a change of control triggering event.
The company may redeem the 2020 Notes in whole or in part for a premium at any time on or after November 1, 2015.  The following would be the principal and the premium paid by the company, expressed as a percentage of the principal amount, if it redeems the 2020 Notes during the 12-month period commencing on November 1 of the year set forth below: 
Year
Percentage
2015
104.250
%
2016
102.833
%
2017
101.417
%
2018 and thereafter
100.000
%

On February 3, 2010, the company completed the sale of $400.0 million aggregate principal amount of its 9.50% Senior Notes due 2018 (the “2018 Notes”). Net proceeds of $392.0 million from this offering were used to partially pay down ratably the then outstanding balances on Term Loan A and Term Loan B. Interest on the 2018 Notes was payable semiannually in February and August of each year.
On February 18, 2014 the Company redeemed its 2018 Notes for $419.0 million, or 104.750% expressed as a percentage of the principal amount. The redemption resulted in a loss on debt extinguishment of $23.3 million during the first quarter of 2014 and consisted of $19.0 million related to the redemption premium and $4.3 million related to the write-off of deferred financing fees. Previously monetized derivative assets related to fixed-to-float interest rate swaps were treated as an increase to the debt balance of the 2018 Notes and were being amortized to interest expense over the life of the original swap. As a result of the redemption, the remaining monetization balance of $8.3 million as of February 18, 2014 was amortized as a reduction to interest expense during the first quarter of 2014.
As of March 31, 2014, the company had outstanding $74.9 million of other indebtedness that has a weighted-average interest rate of approximately 6.4%.  This debt includes outstanding line of credit balances and capital lease obligations in its Americas, Asia-Pacific and European regions.
As of March 31, 2014, the company had outstanding $100.0 million notional amount of 3.00% LIBOR caps related to the Term Loan portion of the New Senior Credit Facility.  The unhedged portions of Term Loans A and B continue to bear interest according to the terms of the New Senior Credit Facility. As of March 31, 2014, $75.0 million and $125.0 million of the 2020 and 2022 Notes, respectively, were swapped to floating rate interest. Including the impact of these floating rate swaps, the 2020 and 2022 Notes have all-in interest rates of 8.31% and 5.18%, respectively.
The balance sheet values of the Senior Notes as of March 31, 2014 and December 31, 2013 are not equal to the face value of the Notes due to the fact that the monetized value and the fair market value of the fixed-to-float interest rate hedges on these Notes are included in the applicable balance sheet values (see Note 4, “Derivative Financial Instruments” for more information).
As of March 31, 2014, the company was in compliance with all affirmative and negative covenants in its debt instruments inclusive of the financial covenants pertaining to the New Senior Credit Facility, the 2020 Notes, and the 2022 Notes.  Based upon the company's current plans and outlook, management believes the company will be able to comply with these covenants during the subsequent 12 months. As of March 31, 2014 our Consolidated Senior Secured Leverage Ratio was 2.32:1, while the maximum ratio is 3.50:1, and our Consolidated Interest Coverage Ratio was 4.21:1, above the minimum ratio of 2.25:1.
Accounts Receivable Securitization
Accounts Receivable Securitization
Accounts Receivable Securitization
The company maintains an accounts receivable securitization program with a commitment size of $150.0 million, whereby transactions under the program are accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.”  Sales of trade receivables under the program are reflected as a reduction of accounts receivable in the accompanying Condensed Consolidated Balance Sheets and the proceeds received, including collections on the deferred purchase price notes, are included in cash flows from operating activities in the accompanying Condensed Consolidated Statements of Cash Flows.  The company deems the interest rate risk related to the deferred purchase price notes to be de minimis, primarily due to the short average collection cycle of the related receivables (i.e., 60 days) as noted below. Trade accounts receivables sold to a third-party financial institution (“Purchaser”) and being serviced by the company totaled $133.9 million as of March 31, 2014 and $148.9 million at December 31, 2013
Due to an average collection cycle of less than 60 days for such accounts receivable as well as the company’s collection history, the fair value of the company’s deferred purchase price notes approximates book value.  The fair value of the deferred purchase price notes recorded as of March 31, 2014 and December 31, 2013 was $60.3 million and $41.3 million, respectively, and is included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets.
The accounts receivable securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the company to meet specified financial tests, which include a consolidated interest coverage ratio and a consolidated senior secured leverage ratio that are the same as the covenant ratios required per the New Senior Credit Facility.  As of March 31, 2014, the company was in compliance with all affirmative and negative covenants inclusive of the financial covenants pertaining to the accounts receivable securitization program.  Based on the company's current plans and outlook, management believes the company will be able to comply with these covenants during the subsequent twelve months.
Income Taxes
Income Taxes
Income Taxes
For the three months ended March 31, 2014, the company recorded income tax expense of $2.6 million, compared to income tax expense of $8.5 million for the three months ended March 31, 2013. The decrease in the company's tax expense for the three months ended March 31, 2014 relative to the prior year resulted primarily from a lower level of income and a more favorable jurisdictional mix of pre-tax earnings.  The effective tax rate varies from the U.S. federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates and certain jurisdictions where the company cannot recognize tax benefits on current losses.
The company will continue to periodically evaluate its valuation allowance requirements 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 current operations through the company’s income tax provision, and could have a material effect on operating results.
The company’s unrecognized tax benefits, excluding interest and penalties, were $36.2 million as of March 31, 2014, and $35.9 million as of December 31, 2013.  All of the company’s unrecognized tax benefits as of March 31, 2014, if recognized, would impact the effective tax rate. During the next twelve months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits by up to $14.5 million, either because the company’s tax positions are sustained on audit or settled, or the applicable statute of limitations closes.
Among other regular and ongoing examinations by federal and state jurisdictions globally, the company is under examination by the Internal Revenue Service (“IRS”) for the calendar years 2008 through 2011. In August 2012, the company received a Notice of Proposed Assessment (“NOPA”) related to the disallowance of the deductibility of a $380.9 million foreign currency loss incurred in calendar year 2008. In September 2012, the company responded to the NOPA indicating its formal disagreement and subsequently received an Examination Report which includes the proposed disallowance. The largest potential adjustment for this matter could, if the IRS were to prevail, increase the company’s potential federal tax expense and cash outflow by approximately $134.0 million plus interest and penalties, if any. The company filed a formal protest to the proposed adjustment during the fourth quarter of 2012. In January 2013, the company received a formal rebuttal from the IRS and notification of the assignment of this matter to its Appeals division. Subsequent to an Appeals conference in September 2013, the Appeals division advised the company that the issue has been tentatively resolved in the company's favor. However, this tentative resolution is subject to review by the Joint Committee on Taxation and there can be no assurance that this matter will be ultimately resolved in the company’s favor. The company will continue to pursue all administrative and, if necessary, judicial remedies with respect to resolving this matter. The IRS also examined and proposed adjustments to the research and development credit generated in 2009. The company has tentatively resolved this issue; however, this tentative resolution is also subject to review by the Joint Committee on Taxation. Given the uncertainty, neither of the resolutions have been reflected in the current year results; however, should the resolutions be accepted by the Joint Committee on Taxation, the potential adjustments are not expected to have a material impact on the financial statements.
The company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves.  As of March 31, 2014, the company believes that it is more-likely-than-not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows.  However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the company’s estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made.  In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.
As of March 31, 2014, there have been no significant developments in the quarter with respect to the company’s other ongoing tax audits in various jurisdictions.
Earnings Per Share
Earnings Per Share
Earnings Per Share
The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share. 
 
Three Months Ended
March 31,
 
2014
 
2013
Basic weighted average common shares outstanding
134,187,169

 
132,306,735

Effect of dilutive securities
2,860,541

 
2,686,322

Diluted weighted average common shares outstanding
137,047,710

 
134,993,057


For the three months ended March 31, 2014 and March 31, 2013, 1.2 million and 2.7 million, respectively, of common shares issuable upon the exercise of stock options were anti-dilutive and were excluded from the calculation of diluted earnings per share.
No dividends were paid during each of the three months ended March 31, 2014 and March 31, 2013.
Stockholders' Equity
Stockholders' Equity
Stockholders’ Equity
The following is a roll forward of retained earnings and noncontrolling interest for the three months ended March 31, 2014 and 2013:
(in millions)
 
Retained Earnings
 
Noncontrolling
Interest
Balance at December 31, 2013
 
$
353.2

 
$
6.8

Net (loss) earnings
 
(8.8
)
 
3.9

Noncontrolling interest deconsolidation as a result of sale
 

 
(10.7
)
Balance at March 31, 2014
 
$
344.4

 
$

(in millions)
 
Retained Earnings
 
Noncontrolling
Interest
Balance at December 31, 2012
 
$
222.1

 
$
(19.0
)
Net earnings (loss)
 
10.4

 
(2.3
)
Balance at March 31, 2013
 
$
232.5

 
$
(21.3
)

Authorized capitalization consists of 300 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.
Currently, the company has authorization to purchase up to 10 million shares of common stock at management’s discretion.  As of March 31, 2014, the company has purchased approximately 7.6 million shares at a cost of $49.8 million pursuant to this authorization; however, the company has not purchased any shares of its common stock under this authorization since 2006.
Reconciliations for the changes in accumulated other comprehensive income (loss), net of tax, by component for the three months ended March 31, 2014 and 2013 are as follows:
(in millions)
 
Gains and Losses on Cash Flow Hedges
 
Pension & Postretirement
 
Foreign Currency Translation
 
Total
Balance at December 31, 2013
 
$
1.0

 
$
(62.7
)
 
$
54.8

 
$
(6.9
)
Other comprehensive income (loss) before reclassifications
 
(0.9
)
 

 
3.4

 
2.5

Amounts reclassified from accumulated other comprehensive income
 
(0.2
)
 
0.8

 

 
0.6

Net current period other comprehensive income (loss)
 
(1.1
)
 
0.8

 
3.4

 
3.1

Balance at March 31, 2014
 
$
(0.1
)
 
$
(61.9
)
 
$
58.2

 
$
(3.8
)
(in millions)
 
Gains and Losses on Cash Flow Hedges
 
Pension & Postretirement
 
Foreign Currency items
 
Total
Balance at December 31, 2012
 
$
0.6

 
$
(80.3
)
 
$
50.3

 
$
(29.4
)
Other comprehensive loss before reclassifications
 
(2.7
)
 

 
(14.6
)
 
(17.3
)
Amounts reclassified from accumulated other comprehensive income
 
0.1

 
1.0

 

 
1.1

Net current period other comprehensive income (loss)
 
(2.6
)
 
1.0

 
(14.6
)
 
(16.2
)
Balance at March 31, 2013
 
$
(2.0
)
 
$
(79.3
)
 
$
35.7

 
$
(45.6
)


The following is a reconciliation of the reclassifications out of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2014:
(in millions)
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Recognized Location
Gains and losses on cash flow hedges
 
 
 
 
  Foreign exchange contracts
 
$
0.4

 
Cost of sales
  Commodity contracts
 
(0.1
)
 
Cost of sales
 
 
0.3

 
Total before tax
 
 
(0.1
)
 
Tax expense
 
 
$
0.2

 
Net of tax
Amortization of pension and postretirement items
 
 
 
 
  Actuarial losses
 
(1.0
)
(a)
 
 
 
(1.0
)
 
Total before tax
 
 
0.2

 
Tax benefit
 
 
$
(0.8
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
(0.6
)
 
Net of Tax
 
 
 
 
 
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16, "Employee Benefit Plans," for further details).

The following is a reconciliation of the reclassifications out of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2013 is as follows:
(in millions)
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Recognized Location
Gains and losses on cash flow hedges
 
 
 
 
  Foreign exchange contracts
 
$
0.3

 
Cost of sales
  Commodity contracts
 
(0.5
)
 
Cost of sales
 
 
(0.2
)
 
Total before tax
 
 
0.1

 
Tax expense
 
 
$
(0.1
)
 
Net of tax
Amortization of pension and postretirement items
 
 
 
 
  Actuarial losses
 
(1.3
)
(a)
 
 
 
(1.3
)
 
Total before tax
 
 
0.3

 
Tax benefit
 
 
$
(1.0
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
(1.1
)
 
Net of Tax
 
 
 
 
 
(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16, "Employee Benefit Plans," for further details).
Stock-Based Compensation
Stock-Based Compensation
Stock-Based Compensation
The company's 2013 Omnibus Incentive Plan (the "2013 Omnibus Plan") was approved by shareholders on May 7, 2013 and replaced the 2003 Incentive Stock and Awards Plan (the "2003 Stock Plan"), and the 2004 Non-Employee Director Stock and Awards Plan (the "2004 Stock Plan"). The 2013 Omnibus Plan also replaced the company's Short-Term Incentive Plan (the "STIP") as of December 31, 2013. The 2003 Stock Plan, the 2004 Stock Plan and the STIP may be effectively referred to as the "Prior Plans." No new awards may be granted under the Prior Plans and after the respective termination dates, but the Prior Plans continue to govern awards outstanding; outstanding awards will continue in force and effect until vested, exercised or forfeited pursuant to their terms. The 2013 Omnibus Plan provides for both short-term and long-term incentive awards for employees and non-employee directors. Stock-based awards may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units, and performance share or performance unit awards. The total number of shares of the company's common stock originally available for awards under the 2013 Omnibus Plan is 8.0 million shares and is subject to adjustments for stock splits, stock dividends and certain other transactions or events in the future.
Stock-based compensation expense was $4.5 million and $4.5 million for the three months ended March 31, 2014 and 2013, respectively.  The company granted options to acquire 0.3 million and 0.4 million shares of common stock to officers and employees during the first quarters of 2014 and 2013, respectively.  In addition, the company issued a total of 0.1 million shares of restricted stock units to employees and directors during the first quarter of 2014, and 0.1 million shares of restricted stock awards to directors during the first quarter of 2013.  The restricted stock units granted to employees in 2014 vest on the third anniversary of the grant date. The restricted stock units granted to directors in 2014 vest on the second anniversary of the grant date. The restrictions on restricted share awards granted to directors in 2013 expire on the third anniversary of the grant date.
Performance shares granted 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 shares granted in 2014 and 2013 are earned based on the extent to which performance goals are met by the company over the three-year periods from January 1, 2014 to December 31, 2016, and January 1, 2013 to December 31, 2015, respectively.  The performance goals for the performance shares granted in 2014 are based fifty percent (50%) on total shareholder return relative to a peer group of companies over the three-year period and fifty percent (50%) on EVA® improvement over the three-year period.  The performance goals for the performance shares granted in 2013 are based fifty percent (50%) on total shareholder return relative to a peer group of companies over the three-year period and fifty percent (50%) on debt reduction over the three-year period. Depending on the foregoing factors, the number of shares awarded could range from zero to 0.5 million and zero to 0.8 million for the 2014 and 2013 performance share grants, respectively. 
The company recognizes stock-based compensation expense over the stock-based awards’ vesting period.
Contingencies and Significant Estimates
Contingencies and Significant Estimates
Contingencies and Significant Estimates
As of March 31, 2014, the company held reserves for environmental matters related to Enodis locations of approximately $0.6 million.  At certain of the company’s other facilities, the company has identified potential contaminants in soil and groundwater.  The ultimate cost of any remediation required will depend upon the results of future investigation.  Based upon available information, the company does not expect the ultimate costs at any of these locations will have a material adverse effect on its financial condition, results of operations, or cash flows individually and in the aggregate.
The company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses.  Based on the facts presently known, the company does not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations, or cash flows.
As of March 31, 2014, various product-related lawsuits were pending.  To the extent permitted under applicable law, all of these are insured with self-insurance retention levels.  The company’s self-insurance retention levels vary by business, and have fluctuated over the last ten years.  The range of the company’s self-insured retention levels is $0.1 million to $3.0 million per occurrence.  The high-end of the company’s self-insurance retention level is a legacy product liability insurance program inherited in the Grove acquisition for cranes manufactured in the United States for occurrences from January 2000 through October 2002.  As of March 31, 2014, the largest self-insured retention level for new occurrences currently maintained by the company is $2.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.
Product liability reserves in the Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 were $26.0 million and $25.0 million, respectively; $5.5 million and $5.7 million, respectively, was reserved specifically for actual cases and $20.5 million and $19.3 million, respectively, for claims incurred but not reported, which were estimated using actuarial methods.  Based on the company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims.  Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.
As of March 31, 2014 and December 31, 2013, the company had reserved $96.2 million and $99.0 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 matters in dispute that ultimately are resolved by negotiation, arbitration, or litigation.
It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of the company’s historical experience.  Presently, there are no reliable methods to estimate the amount of any such potential changes.
The company is involved in numerous lawsuits involving asbestos-related claims in which the company is one of numerous defendants.  After taking into consideration legal counsel’s evaluation of such actions, the current political environment with respect to asbestos related claims, and the liabilities accrued with respect to such matters, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the financial condition, results of operations, or cash flows of the company.
The company is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution, 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.
Guarantees
Guarantees
Guarantees
The company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments.  These initial transactions are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the customer’s third party financing agreement.  The deferred revenue included in other current and non-current liabilities as of March 31, 2014 and December 31, 2013 was $58.6 million and $62.6 million, respectively.  The total amount of residual value guarantees and buyback commitments given by the company and outstanding as of March 31, 2014 and December 31, 2013 was $57.7 million and $66.8 million, respectively.  These amounts are not reduced for amounts the company would recover from the repossession and subsequent resale of the units.  The residual value guarantees and buyback commitments expire at various times through 2018. 
During the three months ended March 31, 2014 and 2013 the company sold $20.7 million and $2.1 million, respectively, of additional long term notes receivable to third party financing companies. Related to notes sold, the company guarantees some percentage, up to 100%, of collection of the notes to the financing companies.  The company has accounted for the sales of the notes as a financing of receivables.  The receivables remain on the company’s Condensed Consolidated Balance Sheets, net of payments made, in other current and non-current assets, and the company has recognized an obligation equal to the net outstanding balance of the notes in other current and non-current liabilities in the Condensed Consolidated Balance Sheets.  The cash flow benefit of these transactions is reflected as financing activities in the Condensed Consolidated Statements of Cash Flows.  During the three months ended March 31, 2014 and 2013, the customers paid $27.9 million and $16.4 million, respectively, on the notes to the third party financing companies.  As of March 31, 2014 and December 31, 2013, the outstanding balance of the notes receivable guaranteed by the company was $28.0 million and $34.3 million, respectively.
See Note 2, "Discontinued Operations," for further discussion of debt guaranteed by the company related to Manitowoc Dong Yue.
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.  The warranty generally provides that products will be free from defects for periods ranging from 12 to 60 months with certain equipment having longer-term warranties.  If a product fails to comply with the company’s warranty, the company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products.  The company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized.  These costs primarily include labor and materials, as necessary, associated with repair or replacement.  The primary factors that affect the company’s warranty liability include the number of units shipped and historical and anticipated warranty claims.  As these factors are impacted by actual experience and future expectations, the company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.  Below is a table summarizing the warranty activity for the three months ended March 31, 2014 and the year ended December 31, 2013:
(in millions)
 
Three Months Ended
March 31, 2014
 
Year Ended
December 31, 2013
Balance at beginning of period
 
$
99.0

 
$
101.2

Accruals for warranties issued during the period
 
14.5

 
58.6

Acquisition of Inducs, AG
 

 
0.2

Settlements made (in cash or in kind) during the period
 
(17.4
)
 
(61.7
)
Currency translation
 
0.1

 
0.7

Balance at end of period
 
$
96.2

 
$
99.0

Employee Benefit Plans
Employee Benefit Plans
Employee Benefit Plans
The company provides certain pension, health care and death benefits for eligible retirees and their dependents.  The pension benefits are funded, while the health care and death benefits are not funded but are paid as incurred.  Eligibility for coverage is based on meeting certain years of service and retirement qualifications.  These benefits may be subject to deductibles, co-payment provisions, and other limitations.  The company has reserved the right to modify these benefits.
The components of periodic benefit costs for the three months ended March 31, 2014 and March 31, 2013 are as follows:
 
 
Three Months Ended March 31, 2014
 
 
U.S.
 
Non-U.S.
 
Postretirement
 
 
Pension
 
Pension
 
Health and
(in millions)
 
Plans
 
Plans
 
Other Plans
Service cost - benefits earned during the period
 
$

 
$
0.6

 
$
0.1

Interest cost of projected benefit obligations
 
2.6

 
2.7

 
0.5

Expected return on plan assets
 
(2.4
)
 
(2.3
)
 

Amortization of actuarial net loss
 
0.7

 
0.4

 
(0.1
)
Net periodic benefit costs
 
$
0.9

 
$
1.4

 
$
0.5

 
 
Three Months Ended March 31, 2013
 
 
U.S.
 
Non-U.S.
 
Postretirement
 
 
Pension
 
Pension
 
Health and
(in millions)
 
Plans
 
Plans
 
Other Plans
Service cost - benefits earned during the period
 
$

 
$
0.6

 
$
0.2

Interest cost of projected benefit obligations
 
2.4

 
2.5

 
0.5

Expected return on plan assets
 
(2.5
)
 
(1.9
)
 

Amortization of actuarial net loss
 
0.8

 
0.5

 

Net periodic benefit costs
 
$
0.7

 
$
1.7

 
$
0.7

Restructuring
Restructuring
Restructuring
The following is a rollforward of all restructuring activities relating to the Crane segment for the three months ended March 31, 2014 (in millions):
Restructuring Reserve
Balance as of
December 31, 2013
 
Restructuring
Charges
 
Use of Reserve
 
Reserve Revisions
 
Restructuring Reserve
Balance as of
March 31, 2014
$
4.3

 
$
0.6

 
$
(0.9
)
 
$

 
$
4.0



The following is a rollforward of all restructuring activities relating to the Foodservice segment for the three months ended March 31, 2014 (in millions):
Restructuring Reserve
Balance as of
December 31, 2013
 
Restructuring
Charges
 
Use of Reserve
 
Reserve Revisions
 
Restructuring Reserve
Balance as of
March 31, 2014
$
16.3

 
$
1.4

 
$
(1.0
)
 
$

 
$
16.7

Recent Accounting Changes and Pronouncements Recent Accounting Changes and Pronouncements
Recent Accounting Changes and Pronouncements
Recent Accounting Changes and Pronouncements
In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08. This ASU changes the requirements for reporting discontinued operations in Accounting Standard Codification Subtopic 205-20, and will now require a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. There will also be additional disclosures required. The amendments in this ASU are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2014, with early adoption permitted. The significance of this guidance for the company is dependent on any future disposals.  

In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists."  This new standard generally requires the netting of unrecognized tax benefits ("UTBs") against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. Under the new standard, UTBs are netted against all available same-jurisdiction loss or other tax carryforwards that would be utilized, rather than only against carryforwards that are created by the UTBs. The amendments in this ASU are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013.  The adoption of this ASU did not have a material impact on the company's consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, "Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU changes a parent entity's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. A parent entity is required to release any related cumulative foreign currency translation adjustment from accumulated other comprehensive income into net income in the following circumstances: (i) a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided; (ii) a partial sale of an equity method investment that is a foreign entity; (iii) a partial sale of an equity method investment that is not a foreign entity whereby the partial sale represents a complete or substantially complete liquidation of the foreign entity that held the equity method investment; and (iv) the sale of an investment in a foreign entity. The amendments in this ASU are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The significance of this guidance for the company is dependent on any future derecognition events involving the company's foreign entities.
Business Segments
Business Segments
Business Segments 
The company identifies its segments using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the company’s reportable segments.  The company has two reportable segments: Crane and Foodservice.  Net sales and earnings from operations by segment are summarized as follows:
 
 
Three Months Ended
March 31,
(in millions)
 
2014
 
2013
Net sales:
 
 

 
 

Crane
 
$
466.7

 
$
544.0

Foodservice
 
383.3

 
350.6

Total net sales
 
$
850.0

 
$
894.6

Earnings (loss) from continuing operations:
 
 

 
 

Crane
 
$
22.6

 
$
34.9

Foodservice
 
57.9

 
49.1

Corporate expense
 
(16.1
)
 
(18.5
)
Amortization expense
 
(8.8
)
 
(9.0
)
Restructuring expense
 
(2.0
)
 
(0.3
)
Other
 

 
(0.3
)
Earnings from continuing operations
 
$
53.6

 
$
55.9

Other income (expenses):
 
 
 
 
Interest expense
 
$
(19.3
)
 
$
(33.0
)
Amortization of deferred financing fees
 
(1.2
)
 
(1.8
)
Loss on debt extinguishment
 
(25.3
)
 
(0.4
)
Other income (expense)-net
 
0.8

 
1.6

Earnings from continuing operations before taxes on earnings
 
$
8.6

 
$
22.3



As of March 31, 2014 and December 31, 2013, the total assets by segment were as follows:
(in millions)
 
March 31, 2014
 
December 31, 2013
Crane
 
$
1,985.2

 
$
1,900.4

Foodservice
 
1,962.8

 
1,904.3

Corporate
 
170.7

 
171.9

Total
 
$
4,118.7

 
$
3,976.6

Subsequent Events Subsequent Events
Subsequent Events [Text Block]
Subsequent Events
During April 2014, the company entered into float-to-fixed interest rate swap designated as a cash flow hedge with notional value of $175.0 million related to Term Loan A under the New Senior Credit Facility. As a result, $175.0 million of Term Loan A is hedged at an interest rate of 1.635%, plus the applicable spread based on the Consolidated Total Leverage Ratio of the company as defined under the New Senior Credit Facility.
Subsidiary Guarantors of 2020 Notes and 2022 Notes
Subsidiary Guarantors of Senior Notes due 2013, Senior Notes due 2018 and Senior Notes due 2020
Subsidiary Guarantors of 2020 Notes and 2022 Notes
 
The following tables present condensed consolidating financial information for (a) The Manitowoc Company, Inc. (Parent); (b) the guarantors of the 2020 Notes and 2022 Notes, which include substantially all of the domestic, 100% owned subsidiaries of the company (Subsidiary Guarantors); and (c) the wholly- and partially-owned foreign subsidiaries of the Parent, which do not guarantee the 2020 Notes and 2022 Notes (Non-Guarantor Subsidiaries).  Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, except for normal and customary release provisions.
The Manitowoc Company, Inc.
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2014
(In millions)
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$

 
$
547.4

 
$
430.7

 
$
(128.1
)
 
$
850.0

Costs and expenses:
 

 
 

 
 

 
 

 
 

Cost of sales

 
416.5

 
334.5

 
(128.1
)
 
622.9

Engineering, selling and administrative expenses