MANITOWOC CO INC, 10-Q filed on 5/6/2015
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2015
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, 2015 
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
136,147,381 
Document Fiscal Year Focus
2015 
Document Fiscal Period Focus
Q1 
Condensed Consolidated Statements of Operations (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Operations
 
 
Net sales
$ 752.1 
$ 850.0 
Costs and expenses:
 
 
Cost of sales
569.6 
624.3 
Engineering, selling and administrative expenses
158.6 
161.3 
Amortization expense
8.6 
8.8 
Restructuring expense
1.1 
2.0 
Separation expense
1.5 
Total operating costs and expenses
739.4 
796.4 
Earnings from operations
12.7 
53.6 
Other income (expense):
 
 
Interest expense
(23.6)
(19.3)
Amortization of deferred financing fees
(1.1)
(1.2)
Loss on debt extinguishment
(25.3)
Other income, net
2.5 
0.8 
Total other expense
(22.2)
(45.0)
(Loss) earnings from continuing operations before taxes on income
(9.5)
8.6 
(Benefit) provision for taxes on income
(1.2)
2.6 
(Loss) earnings from continuing operations
(8.3)
6.0 
Discontinued operations:
 
 
Loss from discontinued operations, net of income taxes of $(0.1) and $0.0, respectively
(0.1)
(1.0)
Loss on sale of discontinued operations, net of income taxes of $0.0 and $0.0, respectively
(9.9)
Net loss
(8.4)
(4.9)
Less: Net earnings attributable to noncontrolling interest, net of income taxes
(3.9)
Net loss attributable to Manitowoc
(8.4)
(8.8)
Amounts attributable to the Manitowoc common shareholders:
 
 
(Loss) earnings from continuing operations
(8.3)
1.7 
Loss from discontinued operations, net of income taxes
(0.1)
(0.6)
Loss on sale of discontinued operations, net of income taxes
(9.9)
Net loss attributable to Manitowoc
$ (8.4)
$ (8.8)
Basic earnings (loss) per common share:
 
 
(Loss) earnings from continuing operations attributable to Manitowoc common shareholders
$ (0.06)
$ 0.01 
Loss from discontinued operations attributable to Manitowoc common shareholders
$ 0.00 
$ 0.00 
Loss on sale of discontinued operations, net of income taxes
$ 0.00 
$ (0.07)
Loss per share attributable to Manitowoc common shareholders
$ (0.06)
$ (0.07)
Diluted earnings (loss) per common share:
 
 
(Loss) earnings from continuing operations attributable to Manitowoc common shareholders
$ (0.06)
$ 0.01 
Loss from discontinued operations attributable to Manitowoc common shareholders
$ 0.00 
$ 0.00 
Loss on sale of discontinued operations, net of income taxes
$ 0.00 
$ (0.07)
Loss per share attributable to Manitowoc common shareholders
$ (0.06)
$ (0.06)
Weighted average shares outstanding — basic
135,641,914 
134,187,169 
Weighted average shares outstanding — diluted
135,641,914 
137,047,710 
Consolidated Statements of Operations (Parenthetical) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement [Abstract]
 
 
Loss from discontinued operations, income taxes
$ (0.1)
$ 0 
Loss on sale of discontinued operations, income taxes
$ 0 
$ 0 
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
Net loss
$ (8.4)
$ (4.9)
Other comprehensive income (loss), net of tax
 
 
Unrealized loss on derivatives, net of income tax benefit of $(2.7) and $(0.4), respectively
(4.1)
(1.1)
Employee pension and postretirement benefits, net of income taxes of $0.5 and $0.2, respectively
1.4 
0.8 
Foreign currency translation adjustments
(62.8)
3.4 
Net current period other comprehensive income (loss)
(65.5)
3.1 
Comprehensive loss
(73.9)
(1.8)
Comprehensive income attributable to noncontrolling interest
3.9 
Comprehensive loss attributable to Manitowoc
$ (73.9)
$ (5.7)
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
Derivative instrument fair market value adjustment, net of income taxes of
$ (2.7)
$ (0.4)
Employee pension and post retirement benefits, net of income taxes of
$ 0.5 
$ 0.2 
Condensed Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Current Assets:
 
 
Cash and cash equivalents
$ 68.2 
$ 68.0 
Restricted cash
23.4 
23.7 
Accounts receivable, less allowances of $19.1 and $19.4, respectively
236.4 
227.4 
Inventories — net
694.9 
644.5 
Deferred income taxes
69.9 
71.3 
Other current assets
158.4 
151.2 
Current assets of discontinued operation
 
Total current assets
1,251.2 
1,186.1 
Property, plant and equipment — net
566.0 
591.0 
Goodwill
1,183.4 
1,198.1 
Other intangible assets — net
693.6 
714.7 
Other non-current assets
122.7 
126.7 
Long-term assets of discontinued operation
 
Total assets
3,816.9 
3,816.6 
Current Liabilities:
 
 
Accounts payable and accrued expenses
741.0 
807.4 
Current portion of long-term debt and short-term borrowings
66.5 
80.3 
Product warranties
72.5 
77.7 
Customer advances
28.5 
21.3 
Product liabilities
25.9 
24.6 
Current liabilities of discontinued operation
 
Total current liabilities
934.4 
1,011.3 
Non-Current Liabilities:
 
 
Long-term debt
1,607.7 
1,443.2 
Deferred income taxes
178.8 
186.2 
Pension obligations
138.8 
141.0 
Postretirement health and other benefit obligations
52.3 
53.1 
Long-term deferred revenue
36.8 
37.9 
Other non-current liabilities
109.3 
119.8 
Long-term liabilities of discontinued operation
 
Total non-current liabilities
2,123.7 
1,981.2 
Commitments and Contingencies (Note 14)
   
   
Total Equity:
 
 
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 136,147,381 and 135,543,869 shares outstanding, respectively)
1.4 
1.4 
Additional paid-in capital
546.7 
539.7 
Accumulated other comprehensive loss
(196.0)
(130.5)
Retained earnings
478.5 
486.9 
Treasury stock, at cost (27,028,547 and 27,632,059 shares, respectively)
(71.8)
(73.4)
Total Manitowoc stockholders’ equity
758.8 
824.1 
Noncontrolling interest
 
Total equity
758.8 
824.1 
Total liabilities and equity
$ 3,816.9 
$ 3,816.6 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]
 
 
Accounts Receivable, allowances (in dollars)
$ 19.1 
$ 19.4 
Common stock, shares authorized
300,000,000 
300,000,000 
Common stock, shares issued
163,175,928 
163,175,928 
Common stock, shares outstanding
136,147,381 
135,543,869 
Treasury stock, shares
27,028,547 
27,632,059 
Condensed Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Cash Flows From Operations
 
 
Net loss
$ (8.4)
$ (4.9)
Adjustments to reconcile net loss to cash used for operating activities of continuing operations:
 
 
Discontinued operations, net of income taxes
0.1 
1.0 
Depreciation
17.0 
14.4 
Amortization of intangible assets
8.6 
8.8 
Amortization of deferred financing fees
1.1 
1.2 
Deferred income taxes
3.3 
1.4 
Loss on early debt extinguishment
(6.2)
(Gain) loss on sale of property, plant and equipment
(0.1)
0.2 
Loss on sale of discontinued operations
9.9 
Other
4.4 
(4.5)
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
 
 
Accounts receivable
(17.9)
(43.1)
Inventories
(78.9)
(101.5)
Other assets
(22.3)
(5.5)
Accounts payable
(51.1)
(32.8)
Accrued expenses and other liabilities
8.6 
(115.4)
Net cash used for operating activities of continuing operations
(135.6)
(264.6)
Net cash used for operating activities of discontinued operations
(0.1)
(6.8)
Net cash used for operating activities
(135.7)
(271.4)
Cash Flows from Investing:
 
 
Capital expenditures
(11.7)
(16.7)
Proceeds from sale of property, plant and equipment
2.0 
1.0 
Restricted cash
(13.2)
Net cash used for investing activities
(9.7)
(28.9)
Cash Flows from Financing:
 
 
Proceeds from revolving credit facility
175.0 
314.0 
Payments on long-term debt
(22.9)
(570.7)
Proceeds from long-term debt
1.0 
580.6 
Payments on notes financing
(5.5)
(7.2)
Debt issuance costs
(4.9)
Proceeds from Stock Options Including Excess Tax Benefit
3.4 
19.9 
Net cash provided by financing activities of continuing operations
151.0 
331.7 
Net cash used for financing activities of discontinued operations
(7.2)
Net cash provided by financing activities
151.0 
324.5 
Effect of exchange rate changes on cash
(5.4)
(0.3)
Net increase in cash and cash equivalents
0.2 
23.9 
Balance at beginning of period
68.0 
54.9 
Balance at end of period
$ 68.2 
$ 78.8 
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, 2015 and 2014, the cash flows for the same three-month periods, and the financial position at March 31, 2015 and December 31, 2014, 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, 2014.  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.
Certain prior period amounts have been reclassified to conform to the current period presentation. 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 is repaying 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 earnings attributable to noncontrolling interest, net of income taxes, which effectively increased net loss 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, 2015 and 2014 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)
 
2015
 
2014
Net sales
 
$

 
$
0.3

 
 
 
 
 
Pretax loss from discontinued operation
 
$

 
$
(0.8
)
Provision for taxes on earnings
 

 

Net loss from discontinued operation
 
$

 
$
(0.8
)
 
The following selected financial data of various other businesses disposed of prior to 2014, consisting primarily of administrative costs, for the three months ended March 31, 2015 and 2014, 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)
 
2015
 
2014
Net sales
 
$

 
$

 
 
 
 
 
Pretax loss from discontinued operations
 
$
(0.2
)
 
$
(0.2
)
Benefit for taxes on earnings
 
(0.1
)
 

Net loss from discontinued operations
 
$
(0.1
)
 
$
(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, 2015 and December 31, 2014 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, 2015
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
Current Assets:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
1.2

 
$

 
$
1.2

Commodity contracts

 

 

 

Total current assets at fair value
$

 
$
1.2

 
$

 
$
1.2

Current Liabilities:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
10.7

 
$

 
$
10.7

Commodity contracts

 
2.4

 

 
2.4

   Interest rate swap contracts: Float-to-fixed

 
2.3

 

 
2.3

Total current liabilities at fair value
$

 
$
15.4

 
$

 
$
15.4

Non-current Liabilities:
 
 
 
 
 
 
 
Commodity contracts
$

 
$
0.5

 
$

 
$
0.5

Interest rate swap contracts: Fixed-to-float

 
1.1

 

 
1.1

Interest rate swap contracts: Float-to-fixed

 
0.9

 

 
0.9

Total non-current liabilities at fair value
$

 
$
2.5

 
$

 
$
2.5

 
Fair Value as of December 31, 2014
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
Current Assets:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
2.1

 
$

 
$
2.1

Commodity contracts

 

 

 

Total current assets at fair value
$

 
$
2.1

 
$

 
$
2.1

Non-Current Assets:
 
 
 
 
 
 
 
Interest rate swap contracts: Float-to-fixed
$

 
$
0.8

 
$

 
$
0.8

Total non-current assets at fair value
$

 
$
0.8

 
$

 
$
0.8

Current Liabilities:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
7.9

 
$

 
$
7.9

Commodity contracts

 
1.0

 

 
1.0

Interest rate swap contracts: Float-to-fixed

 
2.3

 

 
2.3

Total current liabilities at fair value
$

 
$
11.2

 
$

 
$
11.2

Non-current Liabilities:
 

 
 

 
 

 
 

Commodity contracts:
$

 
$
0.4

 
$

 
$
0.4

Interest rate swap contracts: Fixed-to-float

 
4.3

 

 
4.3

Total non-current liabilities at fair value
$

 
$
4.7

 
$

 
$
4.7


The fair value of the company’s 8.50% Senior Notes due 2020 was approximately $646.5 million and $651.6 million as of March 31, 2015 and December 31, 2014, respectively. The fair value of the company’s 5.875% Senior Notes due 2022 was approximately $324.0 million and $309.1 million as of March 31, 2015 and December 31, 2014, respectively. The fair values of the company’s Term Loans under its credit facilities were as follows as of March 31, 2015 and December 31, 2014:  Term Loan A — $326.7 million and $327.8 million, respectively; and Term Loan B — $166.3 million and $165.0 million, respectively.  See Note 8, “Debt,” for a description of the debt instruments and their related carrying values.
ASC Topic 820-10, “Fair Value Measurement,” 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 the fair value of its Term Loans and Senior Notes based on quoted market prices of the instruments; because these markets are typically thinly traded, the assets and liabilities are 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 the company’s revolving credit facility, approximate fair value, without being discounted as of March 31, 2015 and December 31, 2014, 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, commodity, and interest rate contracts are valued through an independent valuation source that 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 or managed using what it believes to be the most effective and efficient methods to manage, 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 to 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 swaps are used to manage interest rate or fair value risk.  Swap contracts on various commodities are used 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 float-to-fixed interest rate derivative contracts as cash flow hedges of forecasted purchases of commodities and currencies, and of 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 (loss) and is 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 $9.2 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, 2015 and December 31, 2014, the company had the following outstanding commodity and foreign currency exchange contracts that were intended to hedge forecasted transactions:
 
 
Units Hedged
 
 
 
Commodity
 
March 31, 2015
 
December 31, 2014
 
Unit
Type
Aluminum
 
1,501

 
1,657

 
MT
Cash Flow
Copper
 
830

 
820

 
MT
Cash Flow
Natural Gas
 
267,792

 
347,608

 
MMBtu
Cash Flow
Steel
 
21,342

 
14,665

 
Tons
Cash Flow
 
 
 
Units Hedged
 
 
Short Currency
 
March 31, 2015
 
December 31, 2014
 
Type
Canadian Dollar
 
6,069,151

 
7,984,824

 
Cash Flow
European Euro
 
73,090,574

 
89,006,695

 
Cash Flow
South Korean Won
 
1,641,194,971

 
1,964,906,996

 
Cash Flow
Singapore Dollar
 
3,000,000

 
3,900,000

 
Cash Flow
United States Dollar
 
28,977,054

 
29,228,731

 
Cash Flow
British Pound
 
2,239,155

 

 
Cash Flow
Japanese Yen
 
452,540,650

 

 
Cash Flow
Mexican Peso
 
60,423,412

 
52,674,387

 
Cash Flow

As of both March 31, 2015 and December 31, 2014, the company had outstanding $175.0 million notional amount of float-to-fixed interest rate swaps outstanding related to Term Loan A under the Senior Credit Facility that were designated as cash flow hedges. As a result, $175.0 million of Term Loan A was 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 Senior Credit Facility.
As of both March 31, 2015 and December 31, 2014, the company had $75.0 million and $125.0 million notional amount of fixed-to-float interest rate swaps outstanding related to the Senior Notes due 2020 and 2022, respectively, which 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 Other (expense) income, net in the Condensed Consolidated Statements of Operations.  As of March 31, 2015 and December 31, 2014, the company had the following outstanding foreign currency exchange contracts that were not designated as hedging instruments:
 
 
Units Hedged
 
 
 
 
Short Currency
 
March 31,
2015
 
December 31, 2014
 
Recognized Location
 
Purpose
Euro
 
12,393,167

 
73,302,332

 
Other income, net
 
Accounts Payable and Receivable Settlement
United States Dollar
 
64,540,692

 
18,244,912

 
Other income, net
 
Accounts Payable and Receivable Settlement
Australian Dollar
 

 
2,482,430

 
Other income, net
 
Accounts Payable and Receivable Settlement
Japanese Yen
 
310,294

 

 
Other income, net
 
Accounts Payable and Receivable Settlement
Canadian Dollar
 
480

 
2,516

 
Other income, net
 
Accounts Payable and Receivable Settlement
Mexican Peso
 
1,414,382

 
3,151,000

 
Other income, net
 
Accounts Payable and Receivable Settlement

British Pound Sterling
 
2,000,000

 

 
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, 2015 and December 31, 2014 was as follows:
 
 
 
 
ASSET DERIVATIVES
 
 
 
 
March 31, 2015
 
December 31, 2014
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets
 
$
0.1

 
$

Interest rate swap contracts: Float-to-fixed
 
Other non-current assets
 

 
0.8

Total derivatives designated as hedging instruments
 
 
 
$
0.1

 
$
0.8

 
 
 
 
ASSET DERIVATIVES
 
 
 
 
March 31, 2015
 
December 31, 2014
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives NOT designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets
 
$
1.1

 
$
2.1

Total derivatives NOT designated as hedging instruments
 
 
 
$
1.1

 
$
2.1

 
 
 
 
 
 
 
Total asset derivatives
 
 
 
$
1.2

 
$
2.9


The fair value of outstanding derivative contracts recorded as liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 was as follows:
 
 
 
 
LIABILITY DERIVATIVES
 
 
 
 
March 31, 2015
 
December 31, 2014
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Accounts payable and accrued expenses
 
$
10.2

 
$
6.6

Commodity contracts
 
Accounts payable and accrued expenses
 
2.4

 
1.0

Interest rate swap contracts: Float-to-fixed
 
Accounts payable and accrued expenses
 
2.3

 
2.3

Commodity contracts
 
Other non-current liabilities
 
0.5

 
0.4

Interest rate swap contracts: Float-to-fixed
 
Other non-current liabilities
 
0.9

 

Interest rate swap contracts: Fixed-to-float
 
Other non-current liabilities
 
1.1

 
4.3

Total derivatives designated as hedging instruments
 
 
 
$
17.4

 
$
14.6

 
 
 
 
LIABILITY DERIVATIVES
 
 
 
 
March 31, 2015
 
December 31, 2014
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives NOT designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Accounts payable and accrued expenses
 
$
0.5

 
$
1.3

Total derivatives NOT designated as hedging instruments
 
 
 
$
0.5

 
$
1.3

 
 
 
 
 
 
 
Total liability derivatives
 
 
 
$
17.9

 
$
15.9


The effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and March 31, 2014 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,
2015
 
March 31,
2014
 
OCI into Income
(Effective Portion)
 
March 31,
2015
 
March 31,
2014
Foreign exchange contracts
 
$
(2.2
)
 
$
(0.9
)
 
Cost of sales
 
$
(3.2
)
 
$
0.3

Commodity contracts
 
$
(0.9
)
 
$
(0.2
)
 
Cost of sales
 
$
(0.7
)
 
$
(0.1
)
Interest rate swap contracts: Float-to-fixed
 
(1.1
)
 

 
Interest expense
 
(0.6
)
 

Total
 
$
(4.2
)
 
$
(1.1
)
 
 
 
$
(4.5
)
 
$
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, 2015
 
March 31, 2014
Commodity contracts
 
Cost of sales
 
$
(0.1
)
 
$

Total
 
 
 
$
(0.1
)
 
$

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, 2015
 
March 31, 2014
Foreign exchange contracts
 
Other income
 
$
(0.2
)
 
$
(0.4
)
Total
 
 
 
$
(0.2
)
 
$
(0.4
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The effect of fair market value designated derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2015 and March 31, 2014 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, 2015
 
March 31, 2014
Interest rate swap contracts: Fixed-to-float
 
Interest expense
 
$
3.2

 
$
3.6

Total
 
 
 
$
3.2

 
$
3.6


 
 
 
 
 
 
 
Inventories
Inventories
Inventories
The components of inventories as of March 31, 2015 and December 31, 2014 are summarized as follows:
(in millions)
 
March 31,
2015
 
December 31,
2014
Inventories — gross:
 
 

 
 

Raw materials
 
$
230.7

 
$
226.2

Work-in-process
 
149.6

 
103.7

Finished goods
 
416.5

 
414.8

Total inventories — gross
 
796.8

 
744.7

Excess and obsolete inventory reserve
 
(63.6
)
 
(64.0
)
Net inventories at FIFO cost
 
733.2

 
680.7

Excess of FIFO costs over LIFO value
 
(38.3
)
 
(36.2
)
Inventories — net
 
$
694.9

 
$
644.5

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, 2014 and the three months ended March 31, 2015 are as follows:
(in millions)
 
Crane
 
Foodservice
 
Total
Gross balance as of January 1, 2014
 
$
345.1

 
$
1,389.2

 
$
1,734.3

Accumulated asset impairments
 

 
(515.7
)
 
(515.7
)
Net balance as of January 1, 2014
 
345.1

 
873.5

 
1,218.6

Foreign currency impact
 
(19.8
)
 
(0.7
)
 
(20.5
)
Gross balance as of December 31, 2014
 
$
325.3

 
$
1,388.5

 
$
1,713.8

Accumulated asset impairments
 

 
(515.7
)
 
(515.7
)
Net balance as of December 31, 2014
 
$
325.3

 
$
872.8

 
$
1,198.1

Foreign currency impact
 
(14.8
)
 
0.1

 
(14.7
)
Gross balance as of March 31, 2015
 
$
310.5

 
$
1,388.6

 
$
1,699.1

Accumulated asset impairments
 

 
(515.7
)
 
(515.7
)
Net balance as of March 31, 2015
 
$
310.5

 
$
872.9

 
$
1,183.4


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; 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.
The gross carrying amount, accumulated amortization and net book value of the company’s intangible assets other than goodwill at March 31, 2015 and December 31, 2014 are as follows:
 
 
March 31, 2015
 
December 31, 2014
(in millions)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book
Value
Trademarks and tradenames
 
$
290.7

 
$

 
$
290.7

 
$
300.0

 
$

 
$
300.0

Customer relationships
 
425.9

 
(141.6
)
 
284.3

 
425.7

 
(136.0
)
 
289.7

Patents
 
30.8

 
(27.0
)
 
3.8

 
32.7

 
(28.3
)
 
4.4

Engineering drawings
 
10.3

 
(8.9
)
 
1.4

 
11.0

 
(9.3
)
 
1.7

Distribution network
 
18.4

 

 
18.4

 
19.7

 

 
19.7

Other intangibles
 
167.7

 
(72.7
)
 
95.0

 
170.9

 
(71.7
)
 
99.2

Total
 
$
943.8

 
$
(250.2
)
 
$
693.6

 
$
960.0

 
$
(245.3
)
 
$
714.7


Amortization expense for the three months ended March 31, 2015 and 2014 was $8.6 million and $8.8 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, 2015 and December 31, 2014 are summarized as follows:
(in millions)
 
March 31,
2015
 
December 31,
2014
Trade accounts payable
 
$
392.0

 
$
457.5

Interest payable
 
29.1

 
12.5

Employee related expenses
 
97.6

 
90.3

Restructuring expenses
 
19.2

 
20.3

Profit sharing and incentives
 
8.2

 
6.8

Accrued rebates
 
41.0

 
52.8

Deferred revenue - current
 
18.0

 
21.6

Income taxes payable
 
12.9

 
16.2

Miscellaneous accrued expenses
 
123.0

 
129.4

 
 
$
741.0

 
$
807.4

Debt
Debt
Debt
Outstanding debt at March 31, 2015 and December 31, 2014 is summarized as follows:
(in millions)
 
March 31, 2015
 
December 31, 2014
Revolving credit facility
 
$
175.0

 
$

Term loan A
 
332.5

 
336.9

Term loan B
 
168.5

 
168.5

Senior notes due 2020
 
615.2

 
614.8

Senior notes due 2022
 
299.1

 
296.9

Other
 
83.9

 
106.4

Total debt
 
1,674.2

 
1,523.5

Less current portion and short-term borrowings
 
(66.5
)
 
(80.3
)
Long-term debt
 
$
1,607.7

 
$
1,443.2


On January 3, 2014, the company entered into a $1,050.0 million Third Amended and Restated Credit Agreement (as amended, the “Senior Credit Facility”) with JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities Inc., Bank of America, N.A., Wells Fargo Bank, National Association, and SunTrust Bank as Syndication Agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., BMO Harris Bank N.A. and Rabobank Nederland, New York Branch as Documentation Agents. The Senior Credit Facility, which replaced the Prior Senior Credit Facility (as defined below), 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.
Entry into the Senior Credit Facility resulted in a loss on debt extinguishment of $2.0 million related to the write-off of deferred financing fees in the first quarter of 2014.
On February 20, 2015, the company entered into Amendment No. 2 to the Third Amended and Restated Credit Agreement which reflects changes to the definition of Adjusted EBITDA under the agreement, retroactive to December 31, 2014. The company defines Adjusted EBITDA as earnings before interest, taxes, depreciation, and amortization, plus certain items such as pro-forma acquisition results and the addback of extraordinary or non-recurring non-cash charges or benefits, certain restructuring and recapitalization charges (limited to $50.0 million during any period of twelve consecutive months), stock-based compensation and pension and post-retirement expenses that are adjustments per the credit agreement definition.
The Senior Credit Facility contains financial covenants including (a) a Consolidated Interest Coverage Ratio, which measures the ratio of (i) Adjusted 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, 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 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.
The 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.
As of March 31, 2015, 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; 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 Senior Credit Facility.  Each series of Senior Notes contains affirmative and negative covenants that 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 twelve-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 18, 2014 the Company redeemed its 9.50% Senior Notes due 2018 (the “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, 2015, the company had outstanding $83.9 million of other indebtedness that has a weighted-average interest rate of approximately 5.6%.  This debt includes outstanding line of credit balances and capital lease obligations in its Americas, Asia-Pacific and European regions.
As of March 31, 2015, the company had outstanding $175.0 million notional amount of float-to-fixed interest rate swaps related to Term Loan A of the Senior Credit Facility. The interest rate swaps fix the interest related to $175.0 million notional amount of Term Loan A at a rate of 1.635%, plus the applicable spread based on the Consolidated Total Leverage Ratio of the company as defined under the Senior Credit Facility. The unhedged portions of Term Loans A and B continue to bear interest according to the terms of the Senior Credit Facility. Including interest rate swaps as of March 31, 2015, the weighted average interest rates for the Term Loan A and the Term Loan B loans were 2.86% and 3.25%, respectively. Excluding interest rate swaps, the interest rates on Term Loan A and Term Loan B were 2.19% and 3.25% respectively, at March 31, 2015.
As of March 31, 2015, the company had $175.0 million of borrowings outstanding under the revolving facility.  During the quarter ended March 31, 2015, the highest daily borrowing was $371.0 million and the average borrowing was $289.4 million, while the average interest rate was 2.61% per annum.  The interest rate fluctuates based upon LIBOR or a Prime rate plus a spread, which is based upon the Consolidated Total Leverage Ratio of the company.  As of March 31, 2015, the spreads for LIBOR and Prime borrowings were 2.00% and 1.00%, respectively, given the company’s effective Consolidated Total Leverage Ratio for this period.
As of March 31, 2015, $75.0 million and $125.0 million of the 2020 and 2022 Notes, respectively, were swapped to floating interest rates. Including the impact of these floating rate swaps, the 2020 and 2022 Notes have all-in interest rates of 8.31% and 5.19%, respectively.
The balance sheet values of the Senior Notes as of March 31, 2015 and December 31, 2014 are not equal to the face value of the Senior Notes due to the fact that the monetized value and the fair market value of the fixed-to-float interest rate hedges on these Senior Notes are included in the applicable balance sheet values (see Note 4, “Derivative Financial Instruments” for more information).
As of March 31, 2015, the company was in compliance with all affirmative and negative covenants in its debt instruments inclusive of the financial covenants pertaining to the 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 twelve months. As of March 31, 2015, the company's Consolidated Senior Secured Leverage Ratio was 2.30:1, while the maximum ratio is 3.25:1, and the Consolidated Interest Coverage Ratio was 4.17:1, above the minimum ratio of 2.75:1.
Accounts Receivable Securitization
Accounts Receivable Securitization
Accounts Receivable Securitization
The company maintains an accounts receivable securitization program with a commitment size of $185.0 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., less than 60 days) as noted below. Trade accounts receivables sold to a third-party financial institution (“Purchaser”) and being serviced by the company totaled $143.8 million as of March 31, 2015 and $172.8 million at December 31, 2014
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, 2015 and December 31, 2014 was $99.3 million and $50.9 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 Senior Credit Facility.  As of March 31, 2015, 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, 2015, the company recorded an income tax benefit of $1.2 million, compared to income tax expense of $2.6 million for the three months ended March 31, 2014. The decrease in the company's tax expense for the three months ended March 31, 2015 relative to the prior year resulted primarily from a lower level of income. The company's 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.
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 $33.7 million as of March 31, 2015, and $33.3 million as of December 31, 2014. During the next twelve months, it is reasonably possible that $3.7 million of the unrecognized tax benefits, if recognized, would affect the annual effective tax rate.
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, 2015, 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.
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,
 
2015
 
2014
Basic weighted average common shares outstanding
135,641,914

 
134,187,169

Effect of dilutive securities

 
2,860,541

Diluted weighted average common shares outstanding
135,641,914

 
137,047,710


For the three months ended March 31, 2015, the total number of potentially dilutive options was 1.5 million. However, because the company had a loss from continuing operations for the quarter, these dilutive options were not included in the computation of diluted net loss per common share, since to do so would decrease the loss per share.
For the three months ended March 31, 2015 and March 31, 2014, 2.2 million and 1.2 million, respectively, of common shares issuable upon the exercise of stock options were anti-dilutive and were excluded from the calculation of diluted shares.
No dividends were paid during each of the three months ended March 31, 2015 and March 31, 2014.
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, 2015 and 2014:
(in millions)
 
Retained Earnings
 
Noncontrolling
Interest
Balance at December 31, 2014
 
$
486.9

 
$

Net loss
 
(8.4
)
 

Balance at March 31, 2015
 
$
478.5

 
$

(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

 
$


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.  The company previously 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, 2015 and 2014 are as follows:
(in millions)
 
Gains and Losses on Cash Flow Hedges
 
Pension & Postretirement
 
Foreign Currency Translation
 
Total
Balance at December 31, 2014
 
$
(6.3
)
 
$
(95.0
)
 
$
(29.2
)
 
$
(130.5
)
Other comprehensive (loss) income before reclassifications
 
(6.9
)
 

 
(62.8
)
 
(69.7
)
Amounts reclassified from accumulated other comprehensive income (loss)
 
2.8

 
1.4

 

 
4.2

Net current period other comprehensive (loss) income
 
(4.1
)
 
1.4

 
(62.8
)
 
(65.5
)
Balance at March 31, 2015
 
$
(10.4
)
 
$
(93.6
)
 
$
(92.0
)
 
$
(196.0
)
(in millions)
 
Gains and Losses on Cash Flow Hedges
 
Pension & Postretirement
 
Foreign Currency items
 
Total
Balance at December 31, 2013
 
$
1.0

 
$
(62.7
)
 
$
54.8

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

 
3.4

 
2.5

Amounts reclassified from accumulated other comprehensive income (loss)
 
(0.2
)
 
0.8

 

 
0.6

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

 
3.4

 
3.1

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

 
$
(3.8
)

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, 2015:
 
 
Three Months Ended
March 31, 2015
 
 
(in millions)
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Recognized Location
Gains and losses on cash flow hedges
 
 
 
 
  Foreign exchange contracts
 
$
(3.2
)
 
Cost of sales
  Commodity contracts
 
(0.7
)
 
Cost of sales
  Interest rate swap contracts: Float-to-fixed
 
(0.6
)
 
Interest Expense
 
 
(4.5
)
 
Total before tax
 
 
1.7

 
Tax expense
 
 
$
(2.8
)
 
Net of tax
Amortization of pension and postretirement items
 
 
 
 
  Actuarial losses
 
(1.9
)
(a)
 
 
 
(1.9
)
 
Total before tax
 
 
0.5

 
Tax benefit
 
 
$
(1.4
)
 
Net of Tax
 
 
 
 
 
Total reclassifications for the period
 
$
(4.2
)
 
Net of Tax
 
 
 
 
 
(a) These accumulated other comprehensive income (loss) 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 and three months ended March 31, 2014:
 
 
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 (loss) 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 are referred to as the “Prior Plans.” No new awards may be granted under the Prior Plans after the respective termination dates; however, outstanding awards under the Prior Plans will continue in force and effect until vested, exercised, forfeited, or expired 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 adjustment for stock splits, stock dividends and certain other transactions or events in the future.
Stock-based compensation expense was $5.2 million and $4.5 million for the three months ended March 31, 2015 and 2014, respectively.  The company granted options to acquire 0.6 million and 0.3 million shares of common stock to employees during the three months ended March 31, 2015 and 2014, respectively.  In addition, the company issued a total of 0.5 million restricted stock units to employees and directors during the three months ended March 31, 2015, and 0.1 million shares of restricted stock units to employees and directors during the three months ended March 31, 2014.  The restricted stock units granted to employees vest on the third anniversary of the grant date. The restricted stock units granted to directors vest on the second anniversary of the grant date.
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, 2015, the company held reserves for environmental matters related to Enodis locations of approximately $0.7 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 or 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, 2015, 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, 2015, 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, 2015 and December 31, 2014 were $25.9 million and $24.6 million, respectively; $4.2 million and $4.0 million, respectively, was reserved specifically for actual cases and $21.7 million and $20.6 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, 2015 and December 31, 2014, the company had reserved $85.1 million and $92.2 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 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, 2015 and December 31, 2014 was $54.8 million and $59.5 million, respectively.  The total amount of residual value guarantees and buyback commitments given by the company and outstanding as of March 31, 2015 and December 31, 2014 was $69.3 million and $58.9 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, 2015 and 2014, the company sold $0.1 million and $20.7 million, respectively, of additional long-term notes receivable to third party financing companies. The company guarantees some percentage of notes sold, 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 in financing activities in the Condensed Consolidated Statements of Cash Flows.  During the three months ended March 31, 2015 and 2014, the customers paid $5.5 million and $27.9 million, respectively, on the notes to the third party financing companies.  As of March 31, 2015 and December 31, 2014, the outstanding balance of the notes receivable guaranteed by the company was $28.5 million and $34.0 million, respectively.
See Note 2, "Discontinued Operations," for 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, 2015 and the year ended December 31, 2014:
(in millions)
 
Three Months Ended
March 31, 2015
 
Year Ended
December 31, 2014
Balance at beginning of period
 
$
92.2

 
$
99.0

Accruals for warranties issued during the period
 
8.7

 
59.8

Settlements made (in cash or in kind) during the period
 
(13.2
)
 
(63.4
)
Currency translation
 
(2.6
)
 
(3.2
)
Balance at end of period
 
$
85.1

 
$
92.2

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, 2015 and March 31, 2014 are as follows:
 
 
Three Months Ended March 31, 2015
 
 
U.S.
 
Non-U.S.
 
Postretirement
 
 
Pension
 
Pension
 
Health and
(in millions)
 
Plans
 
Plans
 
Other Plans
Service cost - benefits earned during the period
 
$

 
$
0.7

 
$
0.1

Interest cost of projected benefit obligations
 
2.3

 
2.2

 
0.5

Expected return on plan assets
 
(2.2
)
 
(1.9
)
 

Amortization of actuarial net loss
 
1.3

 
0.6

 

Net periodic benefit costs
 
$
1.4

 
$
1.6

 
$
0.6

 
 
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

Restructuring
Restructuring
Restructuring
The following is a roll-forward of all restructuring activities relating to the Crane segment for the three months ended March 31, 2015 (in millions):
Restructuring Reserve
Balance as of
December 31, 2014
 
Restructuring
Charges
 
Use of Reserve
 
Restructuring Reserve
Balance as of
March 31, 2015
$
4.7

 
$
0.2

 
$
(1.9
)
 
$
3.0



The following is a roll-forward of all restructuring activities relating to the Foodservice segment for the three months ended March 31, 2015 (in millions):
Restructuring Reserve
Balance as of
December 31, 2014
 
Restructuring
Charges
 
Use of Reserve
 
Restructuring Reserve
Balance as of
March 31, 2015
$
15.6

 
$
0.9

 
$
(0.3
)
 
$
16.2

Recent Accounting Changes and Pronouncements Recent Accounting Changes and Pronouncements
Recent Accounting Changes and Pronouncements
Recent Accounting Changes and Pronouncements
In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides guidance on accounting for a software license in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. Further, all software licenses are within the scope of Subtopic 350-40 and will be accounted for consistent with other licenses of intangible assets. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” To simplify the presentation of debt issuance costs, this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred asset. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early application permitted. The guidance will be applied on a retrospective basis. The company is evaluating the impact of the adoption of this ASU on the company's consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 820) - Amendments to the Consolidation Analysis.” This update amends the current consolidation guidance for both the variable interest entity (VIE) and voting interest entity (VOE) consolidation models. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement—Extraordinary and Unusual Items.” This update eliminates from GAAP the concept of extraordinary items. ASU 2015-01 is effective for the first interim period within fiscal years beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. The company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern.” This update provided guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective in the first annual period ending after December 15, 2016, with early adoption permitted. We believe the adoption of this ASU will not have a material impact on the company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This update provided a principles-based approach to revenue recognition, requiring revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides a five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The revenue standard is effective for the first interim period within fiscal years beginning after December 15, 2016, and can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of initial application along with additional disclosures. The company is evaluating the impact, if any, the adoption of this ASU will have on the company’s consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU changes the requirements for reporting discontinued operations in Accounting Standard Codification Subtopic 205-20, and now requires a disposal of a component of an entity or a group of components of an entity 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. The significance of this guidance for the company is dependent on any future disposals.  


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)
 
2015
 
2014
Net sales:
 
 

 
 

Crane
 
$
406.7

 
$
466.7

Foodservice
 
345.4

 
383.3

Total net sales
 
$
752.1

 
$
850.0

Earnings (loss) from continuing operations:
 
 

 
 

Crane
 
$
9.7

 
$
22.6

Foodservice
 
33.0

 
57.9

Corporate expense
 
(18.8
)
 
(16.1
)
Amortization expense
 
(8.6
)
 
(8.8
)
Separation expense
 
(1.5
)
 

Restructuring expense
 
(1.1
)
 
(2.0
)
Earnings from continuing operations
 
$
12.7

 
$
53.6

Other income (expenses):
 
 
 
 
Interest expense
 
$
(23.6
)
 
$
(19.3
)
Amortization of deferred financing fees
 
(1.1
)
 
(1.2
)
Loss on debt extinguishment
 

 
(25.3
)
Other income - net
 
2.5

 
0.8

(Loss) earnings from continuing operations before taxes on earnings
 
$
(9.5
)
 
$
8.6



As of March 31, 2015 and December 31, 2014, the total assets by segment were as follows:
(in millions)
 
March 31, 2015
 
December 31, 2014
Crane
 
$
1,730.5

 
$
1,742.3

Foodservice
 
1,921.2

 
1,902.0

Corporate
 
165.2

 
172.3

Total
 
$
3,816.9

 
$
3,816.6