MANITOWOC CO INC, 10-Q filed on 5/6/2021
Quarterly Report
v3.21.1
Document and Entity Information
3 Months Ended
Mar. 31, 2021
shares
Cover [Abstract]  
Entity Registrant Name The Manitowoc Company, Inc.
Entity Central Index Key 0000061986
Trading Symbol MTW
Document Type 10-Q
Document Period End Date Mar. 31, 2021
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Current Reporting Status Yes
Entity Filer Category Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Shares Outstanding 34,734,972
Document Fiscal Year Focus 2021
Document Fiscal Period Focus Q1
Entity File Number 1-11978
Entity Tax Identification Number 39-0448110
Entity Address, Address Line One 11270 West Park Place
Entity Address, Address Line Two Suite 1000
Entity Address, City or Town Milwaukee
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53224
City Area Code 414
Local Phone Number 760-4600
Entity Incorporation, State or Country Code WI
Title of 12(b) Security Common Stock, $.01 Par Value
Security Exchange Name NYSE
Entity Interactive Data Current Yes
Document Quarterly Report true
Document Transition Report false
v3.21.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Income Statement [Abstract]    
Net sales $ 354.3 $ 329.2
Cost of sales 285.9 266.0
Gross profit 68.4 63.2
Operating costs and expenses:    
Engineering, selling and administrative expenses 57.7 55.9
Amortization of intangible assets 0.1 0.1
Restructuring (income) expense (0.1) 1.5
Total operating costs and expenses 57.7 57.5
Operating income 10.7 5.7
Other expense:    
Interest expense (7.1) (7.2)
Amortization of deferred financing fees (0.4) (0.4)
Other expense - net (2.1) (4.0)
Total other expense (9.6) (11.6)
Income (loss) before income taxes 1.1 (5.9)
Provision for income taxes 4.2 1.9
Net loss $ (3.1) $ (7.8)
Per Share Data    
Basic net loss per common share $ (0.09) $ (0.22)
Diluted net loss per common share $ (0.09) $ (0.22)
Weighted average shares outstanding - basic 34,809,725 35,135,525
Weighted average shares outstanding - diluted 34,809,725 35,135,525
v3.21.1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]    
Net loss $ (3.1) $ (7.8)
Other comprehensive income (loss), net of income tax:    
Employee pension and postretirement benefit income (expense), net of income tax of $0.0 and $0.3, respectively (0.6) 1.2
Foreign currency translation adjustments, net of income tax benefit (expense) of $3.2 and $(2.7), respectively (10.0) (13.6)
Total other comprehensive loss, net of income tax (10.6) (12.4)
Comprehensive loss $ (13.7) $ (20.2)
v3.21.1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]    
Unrealized income (loss) on derivatives, net of income tax benefit $ 0.0 $ 0.3
Employee pension and post retirement benefits costs, net of income tax expense (benefit) $ 3.2 $ (2.7)
v3.21.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Current Assets:    
Cash and cash equivalents $ 158.5 $ 128.7
Accounts receivable, less allowances of $8.2 and $8.5, respectively 188.4 215.1
Inventories — net 520.4 473.1
Notes receivable — net 12.8 13.6
Other current assets 30.6 35.5
Total current assets 910.7 866.0
Property, plant and equipment — net 286.3 294.3
Operating lease right-of-use assets 35.2 37.9
Goodwill 234.8 235.1
Other intangible assets — net 118.7 121.6
Other non-current assets 42.1 48.6
Total assets 1,627.8 1,603.5
Current Liabilities:    
Accounts payable and accrued expenses 378.7 329.4
Short-term borrowings and current portion of long-term debt 10.1 10.5
Product warranties 47.4 50.2
Customer advances 21.6 25.5
Other liabilities 20.6 20.2
Total current liabilities 478.4 435.8
Non-Current Liabilities:    
Long-term debt 300.1 300.4
Operating lease liabilities 26.1 28.4
Deferred income taxes 2.4 5.9
Pension obligations 88.0 89.3
Postretirement health and other benefit obligations 13.4 14.0
Long-term deferred revenue 32.6 32.4
Other non-current liabilities 53.8 53.8
Total non-current liabilities 516.4 524.2
Commitments and contingencies (Note 18)
Stockholders' Equity:    
Preferred stock (3,500,000 shares authorized of $.01 par value; none outstanding)
Common stock (75,000,000 shares authorized, 40,793,983 shares issued, 34,734,972 and 34,580,638 shares outstanding, respectively) 0.4 0.4
Additional paid-in capital 596.4 595.1
Accumulated other comprehensive loss (108.1) (97.5)
Retained earnings 213.8 216.9
Treasury stock, at cost (6,059,011 and 6,213,345 shares, respectively) (69.5) (71.4)
Total stockholders' equity 633.0 643.5
Total liabilities and stockholders' equity $ 1,627.8 $ 1,603.5
v3.21.1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2021
Dec. 31, 2020
Statement Of Financial Position [Abstract]    
Accounts Receivable, allowances (in dollars) $ 8.2 $ 8.5
Preferred stock authorized (in shares) 3,500,000 3,500,000
Par value of preferred stock per share (in dollars per share) $ 0.01 $ 0.01
Preferred stock outstanding (in shares) 0 0
Common stock, shares authorized (in shares) 75,000,000 75,000,000
Common stock, shares issued (in shares) 40,793,983 40,793,983
Common stock, shares outstanding (in shares) 34,734,972 34,580,638
Treasury stock (in shares) 6,059,011 6,213,345
v3.21.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Cash Flows from Operating Activities:    
Net loss $ (3.1) $ (7.8)
Adjustments to reconcile net loss to cash provided by (used for) operating activities:    
Depreciation 10.0 9.0
Amortization of intangible assets 0.1 0.1
Amortization of deferred financing fees 0.4 0.4
Deferred income taxes 0.9 (0.0)
Gain on sale of property, plant and equipment (0.1) (0.1)
Net unrealized foreign currency transaction losses 0.3 3.0
Stock-based compensation expense 2.5 3.4
Changes in operating assets and liabilities    
Accounts receivable 23.4 (5.6)
Inventories (59.5) (88.5)
Notes receivable 2.3 2.6
Other assets 5.4 (4.7)
Accounts payable 53.4 28.1
Accrued expenses and other liabilities 4.8 (18.5)
Net cash provided by (used for) operating activities 40.8 (78.6)
Cash Flows from Investing Activities:    
Capital expenditures (8.0) (3.6)
Proceeds from sale of fixed assets   0.1
Net cash used for investing activities (8.0) (3.5)
Cash Flows from Financing Activities:    
Other debt - net (0.8) (0.5)
Exercises of stock options 0.8 0.1
Common stock repurchases   (12.0)
Net cash used for financing activities   (12.4)
Effect of exchange rate changes on cash and cash equivalents (3.0) (1.2)
Net increase (decrease) in cash and cash equivalents 29.8 (95.7)
Cash and cash equivalents at beginning of period 128.7 199.3
Cash and cash equivalents at end of period $ 158.5 $ 103.6
v3.21.1
Condensed Consolidated Statements of Equity - USD ($)
$ in Millions
Total
Common Stock
Additional Paid-in Capital
AOCI Attributable to Parent
Retained Earnings
Retained Earnings
Cumulative Effect, Period of Adoption, Adjustment
Treasury Stock
Balance at beginning of period at Dec. 31, 2019   $ 0.4 $ 592.2 $ (121.0) $ 236.2 $ (0.2) $ (61.9)
Increase (Decrease) in Stockholders' Equity              
Stock options exercised and issuance of other stock awards     (1.9)       1.7
Common stock repurchases             (12.0)
Stock-based compensation     3.4        
Other comprehensive income (loss)       (12.4)      
Net loss $ (7.8)            
Balance at end of period at Mar. 31, 2020 616.7 0.4 593.7 (133.4) 228.2   (72.2)
Balance at beginning of period at Dec. 31, 2020   0.4 595.1 (97.5) 216.9   (71.4)
Increase (Decrease) in Stockholders' Equity              
Stock options exercised and issuance of other stock awards     (1.2)       1.9
Common stock repurchases   10.6          
Stock-based compensation     2.5        
Other comprehensive income (loss)       (10.6)      
Net loss (3.1)            
Balance at end of period at Mar. 31, 2021 $ 633.0 $ 0.4 $ 596.4 $ (108.1) $ 213.8   $ (69.5)
v3.21.1
Accounting Policies and Basis of Presentation
3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
Accounting Policies and Basis of Presentation

1.  Accounting Policies and Basis of Presentation

The Manitowoc Company, Inc. (“Manitowoc” and the “Company”) was founded in 1902 and has over a 118-year tradition of providing high-quality, customer-focused products and support services to its markets. Manitowoc is one of the world’s leading providers of engineered lifting solutions. Manitowoc, through its wholly-owned subsidiaries, designs, manufactures, markets, and supports comprehensive product lines of mobile hydraulic cranes, tower cranes, lattice-boom crawler cranes, and boom trucks under the Grove, Manitowoc, National Crane, Potain and Shuttlelift brand names. The Company serves a wide variety of customers, including dealers, rental companies, contractors, and government entities, across the petrochemical, industrial, commercial construction, power and utilities, infrastructure and residential construction end markets. Additionally, the Company leverages its installed base of approximately 152,000 cranes to provide aftermarket parts and services to enable its customers to manage their fleets more effectively and improve their return on investment. Due to the ongoing and predictable maintenance needed by cranes, as well as the high cost of crane downtime, Manitowoc’s aftermarket support operations provides the Company with a consistent stream of recurring revenue. The Company continues to expand its tower crane rental fleet in Europe to directly service its customers in the region.

The Company has three reportable segments, the Americas segment, Europe and Africa (“EURAF”) segment and Middle East and Asia Pacific (“MEAP”) segment. The segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 17, “Segments” for additional information.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of operations, comprehensive income (loss) and equity for the three months ended March 31, 2021 and 2020, the cash flows for the same three-month periods and the balance sheet as of March 31, 2021 and December 31, 2020, 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, 2020. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

Certain prior period amounts have been reclassified to conform to the current period presentation. All amounts, except share and per share amounts, are in millions throughout the tables in these notes unless otherwise indicated.

Impact of COVID-19 Pandemic

 

There is still uncertainty regarding the future impact of the COVID-19 pandemic, which could include continuing or new restrictions on the Company’s access to its facilities or on its support operations or workforce, or similar limitations impacting its customers, dealers and suppliers. The extent to which the COVID-19 pandemic impacts the Company’s business, financial condition, results of operations, cash flows and/or liquidity may differ from management’s current estimates due this inherent uncertainty.

 

v3.21.1
Recent Accounting Changes and Pronouncements
3 Months Ended
Mar. 31, 2021
Recent Accounting Changes And Pronouncements [Abstract]  
Recent Accounting Changes and Pronouncements

2.  Recent Accounting Changes and Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 “Income Taxes (Topic 740).” The amendments in this ASU simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for annual periods beginning after December 15, 2020. The adoption of ASU 2019-02 did not have a material impact on the Company’s consolidated financial statements.

v3.21.1
Sales
3 Months Ended
Mar. 31, 2021
Revenue From Contract With Customer [Abstract]  
Sales

 


 

3. Sales

The Company records deferred revenue when cash payments are received in advance of satisfying the performance obligation. The table below shows the change in the customer advances balance for the three months ended March 31, 2021 and 2020 which are included in current liabilities in the Condensed Consolidated Balance Sheets.

 

 

 

Three Months Ended

March 31,

 

 

 

2021

 

 

2020

 

Balance at beginning of period

 

$

25.5

 

 

$

25.8

 

Cash received in advance of satisfying

   performance obligations

 

 

30.5

 

 

 

28.9

 

Revenue recognized

 

 

(34.1

)

 

 

(32.5

)

Currency translation

 

 

(0.3

)

 

 

(1.2

)

Balance at end of period

 

$

21.6

 

 

$

21.0

 

 

Disaggregation of the Company’s revenue sources are disclosed in Note 17, “Segments.”

 

v3.21.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

4.  Fair Value of Financial Instruments

The Company has immaterial financial assets and liabilities related to foreign currency exchange contracts (“FX Forward Contracts”) that were accounted for at fair value as of March 31, 2021 and December 31, 2020.

 

The fair value of the senior secured second lien notes due on April 1, 2026, with an annual coupon rate of 9.000% (the “2026 Notes”), was approximately $324.8 million as of March 31, 2021. See Note 11, “Debt,” for a description of the 2026 Notes and the related carrying value.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of its 2026 Notes based on quoted market prices of the instruments; because these markets are typically actively traded, the liabilities are classified as Level 1 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and short-term variable debt, including any amounts outstanding under our revolving credit facility, approximate fair value, without being discounted as of March 31, 2021 due to the short-term nature of these instruments.

FX Forward Contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified within Level 2. See Note 5, “Derivative Financial Instruments” for additional information.

 

v3.21.1
Derivative Financial Instruments
3 Months Ended
Mar. 31, 2021
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

5.  Derivative Financial Instruments

The Company’s risk management objective is to ensure that business exposures to risks are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider these associated risks and, whenever possible, transactions are structured to avoid or mitigate these risks.

 

From time to time, the Company enters into FX Forward Contracts to manage the exposure on forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities in currencies other than the functional currency of certain subsidiaries. Certain of these FX Forward Contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss). These changes in fair value are reclassified into earnings as a component of cost of sales, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of other income expense – net in the period in which the transaction is no longer considered probable of occurring. No material amounts were recorded related to these types of transactions during the three months ended March 31, 2021 and 2020, respectively.

 

The Company had FX Forward Contracts with aggregate notional amounts of $6.0 million and $9.3 million in U.S. dollar equivalent as of March 31, 2021 and December 31, 2020, respectively. The FX Forward Contracts purchased are denominated in various foreign currencies. The Company has immaterial financial assets and liabilities related to FX Forward Contracts that were accounted for at fair value as of March 31, 2021 and December 31, 2020. There were zero unrealized gains (losses), net of income tax, recorded in accumulated other comprehensive loss as of March 31, 2021 and December 31, 2020.  

 

The following table provides the net amount of gains (losses) recorded in the Condensed Consolidated Statement of Operations for FX Forward Contracts for the three months ended March 31, 2021 and 2020.

 

 

 

 

 

Three Months Ended

March 31,

 

 

 

Recognized Location

 

2021

 

 

2020

 

Designated

 

Cost of sales

 

$

 

 

$

0.1

 

Non-Designated

 

Other expense - net

 

$

(0.2

)

 

$

 

 

v3.21.1
Inventories
3 Months Ended
Mar. 31, 2021
Inventory Disclosure [Abstract]  
Inventories

6.  Inventories

The components of inventories as of March 31, 2021 and December 31, 2020 are summarized as follows:

 

 

 

March 31,

2021

 

 

December 31,

2020

 

Raw materials

 

$

132.4

 

 

$

114.9

 

Work-in-process

 

 

137.9

 

 

 

105.5

 

Finished goods

 

 

303.0

 

 

 

305.8

 

Total inventories

 

 

573.3

 

 

 

526.2

 

Excess and obsolete inventory reserve

 

 

(52.9

)

 

 

(53.1

)

Inventories — net

 

$

520.4

 

 

$

473.1

 

 

v3.21.1
Notes Receivable
3 Months Ended
Mar. 31, 2021
Receivables [Abstract]  
Notes Receivable

7.  Notes Receivable

The Company has notes receivable balances that are classified as current or long-term based on the timing of amounts due. Long-term notes receivable are included within other non-current assets on the Condensed Consolidated Balance Sheets. Current and long-term notes receivable balances primarily relate to the Company’s captive finance entity in China. As of March 31, 2021, the Company had current and long-term notes receivable in the amount of $12.8 million and $11.3 million, respectively. As of December 31, 2020, the Company had current and long-term notes receivable in the amount of $13.6 million and $12.7 million, respectively.

v3.21.1
Property, Plant and Equipment
3 Months Ended
Mar. 31, 2021
Property Plant And Equipment [Abstract]  
Property, Plant and Equipment

8. Property, Plant and Equipment

The components of property, plant and equipment as of March 31, 2021 and December 31, 2020 are summarized as follows:

 

 

 

March 31,

2021

 

 

December 31,

2020

 

Land

 

$

19.8

 

 

$

20.3

 

Building and improvements

 

 

199.2

 

 

 

203.7

 

Machinery, equipment and tooling

 

 

287.7

 

 

 

292.6

 

Furniture and fixtures

 

 

14.7

 

 

 

21.0

 

Computer hardware and software

 

 

125.2

 

 

 

119.3

 

Rental cranes

 

 

92.6

 

 

 

90.2

 

Construction in progress

 

 

8.5

 

 

 

9.0

 

Total cost

 

 

747.7

 

 

 

756.1

 

Less accumulated depreciation

 

 

(461.4

)

 

 

(461.8

)

Property, plant and equipment-net

 

$

286.3

 

 

$

294.3

 

 

Property, plant and equipment are depreciated over the asset’s estimated useful life using the straight-line depreciation method for financial reporting and accelerated methods for income tax purposes.

 

Assets Held for Sale

 

As of December 31, 2020, the Company had $3.3 million classified as other current assets in the Condensed Consolidated Balance Sheets related to assets held for sale for a building and land in Fanzeres, Portugal.

v3.21.1
Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

 


 

9.  Goodwill and Other Intangible Assets

The Company performs its annual goodwill and indefinite lived assets impairment testing during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no impairment indicators since the fourth quarter of 2020; therefore, no impairment review has occurred during the three months March 31, 2021.

 

The changes in the carrying amount of goodwill as of March 31, 2021 and December 31, 2020 are summarized as follows:

 

 

 

Americas

 

 

MEAP

 

 

Consolidated

 

Balance as of January 1, 2020

 

$

166.5

 

 

$

66.0

 

 

$

232.5

 

Foreign currency impact

 

 

 

 

 

2.6

 

 

 

2.6

 

Balance as of December 31, 2020

 

 

166.5

 

 

 

68.6

 

 

 

235.1

 

Foreign currency impact

 

 

 

 

 

(0.3

)

 

 

(0.3

)

Balance as of March 31, 2021

 

$

166.5

 

 

$

68.3

 

 

$

234.8

 

 

The gross carrying amount, accumulated amortization and net book value of the Company’s intangible assets other than goodwill as of March 31, 2021 and December 31, 2020 are summarized as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

Amount

 

 

Net

Book

Value

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

Amount

 

 

Net

Book

Value

 

Definite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

9.8

 

 

 

(8.6

)

 

 

1.2

 

 

 

9.9

 

 

 

(8.6

)

 

 

1.3

 

Patents

 

 

30.3

 

 

 

(29.6

)

 

 

0.7

 

 

 

31.0

 

 

 

(30.3

)

 

 

0.7

 

Total

 

$

40.1

 

 

$

(38.2

)

 

$

1.9

 

 

$

40.9

 

 

$

(38.9

)

 

$

2.0

 

Indefinite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and tradenames

 

 

97.6

 

 

 

 

 

 

97.6

 

 

 

100.0

 

 

 

 

 

 

100.0

 

Distribution network

 

 

19.2

 

 

 

 

 

 

19.2

 

 

 

19.6

 

 

 

 

 

 

19.6

 

Total

 

 

116.8

 

 

 

 

 

 

116.8

 

 

 

119.6

 

 

 

 

 

 

119.6

 

Total other intangible assets

 

$

156.9

 

 

$

(38.2

)

 

$

118.7

 

 

$

160.5

 

 

$

(38.9

)

 

$

121.6

 

 

Other intangible assets with definite lives are amortized over their estimated useful lives. Amortization expense for the three months ended March 31, 2021 and 2020 was $0.1 million.

 

Definite lived intangible assets and long-lived assets are subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company determined there was not a triggering event for the three months ended March 31, 2021.

v3.21.1
Accounts Payable and Accrued Expenses
3 Months Ended
Mar. 31, 2021
Payables And Accruals [Abstract]  
Accounts Payable and Accrued Expenses

10.  Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of March 31, 2021 and December 31, 2020 are summarized as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Trade accounts payable

 

$

224.1

 

 

$

178.1

 

Employee-related expenses

 

 

41.5

 

 

 

38.5

 

Accrued vacation

 

 

24.2

 

 

 

22.4

 

Miscellaneous accrued expenses

 

 

88.9

 

 

 

90.4

 

Total accounts payable and accrued expenses

 

$

378.7

 

 

$

329.4

 

v3.21.1
Debt
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Debt

11.  Debt

Outstanding debt as of March 31, 2021 and December 31, 2020 are summarized as follows:

 

 

 

March 31, 2021

 

 

December 31, 2020

 

Borrowings under senior secured asset based revolving

   credit facility

 

$

 

 

$

 

Senior secured second lien notes due 2026

 

 

300.0

 

 

 

300.0

 

Other

 

 

13.8

 

 

 

14.7

 

Deferred financing costs

 

 

(3.6

)

 

 

(3.8

)

Total debt

 

 

310.2

 

 

 

310.9

 

Short-term borrowings and current portion of long-term

   debt

 

 

(10.1

)

 

 

(10.5

)

Long-term debt

 

$

300.1

 

 

$

300.4

 

 

On March 25, 2019, the Company and certain of its subsidiaries entered into an indenture with U.S. Bank National Association as trustee and notes collateral agent, pursuant to which the Company issued $300.0 million aggregate principal amount of the 2026 Notes with an annual coupon rate of 9.000%. Interest on the 2026 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year. The 2026 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of the Company’s existing and future domestic subsidiaries that is either a guarantor or a borrower under the ABL Revolving Credit Facility (as defined below) or that guarantees certain other debt of the Company or a guarantor. The 2026 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of the Company and of the guarantors that secure obligations under the ABL Revolving Credit Facility.

 

Additionally, on March 25, 2019, the Company and certain subsidiaries of the Company (the “Loan Parties”) entered into a credit agreement (the “ABL Credit Agreement”) with JP Morgan Chase Bank, N.A as administrative and collateral agent and certain financial institutions party thereto as lenders, providing for a senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”) of up to $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes and the related guarantees. The ABL Revolving Credit Facility has a term of five years and includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company’s German subsidiary that is a borrower under the ABL Revolving Credit Facility.

 

Borrowings under the ABL Revolving Credit Facility bear interest at a variable rate using either the Alternative Base Rate or the Eurodollar and Overnight London Interbank Offered Rate (“LIBOR”). The variable interest rate is based upon the average availability as of the most recent determination date as follows:

 

Average quarterly availability

Alternative base rate spread

 

Eurodollar and overnight LIBOR spread

 

≥ 50% of Aggregate Commitment

0.25%

 

1.25%

 

< 50% of Aggregate Commitment

0.50%

 

1.50%

 

 

As of March 31, 2021, the Company had other indebtedness outstanding of $13.8 million that had a weighted-average interest rate of approximately 4.0%. This debt includes balances on local credit lines and other financing arrangements.

As of March 31, 2021 and December 31, 2020, the Company had no borrowings on the ABL Revolving Credit Facility. As of March 31, 2021, the spreads for LIBOR and prime rate borrowings were 1.25% and 0.25%, respectively, with excess availability of approximately $240.2 million, which represents revolver borrowing capacity of $243.2 million less U.S. letters of credit outstanding of $3.0 million.

Both the ABL Revolving Credit Facility and the 2026 Notes include customary covenants which include, without limitation, restrictions on, the Company’s ability and the ability of the Company’s restricted subsidiaries to incur, assume or guarantee additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of the Company’s capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain

assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates and designate the Company’s subsidiaries as unrestricted. Both the ABL Revolving Credit Facility and the 2026 Notes also include customary events of default. The ABL Revolving Credit Facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in the Company’s business or financial condition since December 31, 2018.

Additionally, the ABL Revolving Credit Facility contains a covenant requiring the Company to maintain a minimum fixed charge coverage ratio under certain circumstances set forth in the ABL Credit Agreement.

As of March 31, 2021, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 2026 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.

v3.21.1
Accounts Receivable Securitization and Other Factoring Arrangements
3 Months Ended
Mar. 31, 2021
Transfers And Servicing [Abstract]  
Accounts Receivable Securitization and Other Factoring Arrangements

12.  Accounts Receivable Factoring

The Company has two non-U.S. accounts receivable financing programs with maximum availability of €55.0 million. Under these financing programs, the Company has the ability to sell eligible receivables up to the maximum limit and can sell additional receivables as amounts are collected. The Company also has one U.S. accounts receivable financing program with maximum availability of $35.0 million. During the three months ended March 31, 2021, the Company sold $53.4 million of receivables and received $53.4 million of cash on the various receivable financing programs. Transactions under the U.S. and non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) Topic 860, “Transfers and Servicing.”

v3.21.1
Income Taxes
3 Months Ended
Mar. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes

13.  Income Taxes

For the three months ended March 31, 2021 and 2020, the Company recorded a provision for income taxes of $4.2 million and $1.9 million, respectively. The increase in the Company’s provision for income taxes for the three months ended March 31, 2021 compared to the prior year primarily relates to higher pretax income and a change in the jurisdictional mix of income compared to the previous year.

The Company will continue to evaluate its valuation allowance requirements on an ongoing basis in light of changing facts and circumstances and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the Company’s provision for income taxes and could have a material effect on financial results.

The Company’s unrecognized tax benefits, excluding interest and penalties, were $20.2 million as of March 31, 2021 and $20.1 million as of December 31, 2020.

v3.21.1
Net Loss Per Share
3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]  
Net Loss Per Share

14.  Net Loss Per Share

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

 

 

 

Three Months Ended

March 31,

 

 

 

2021

 

 

2020

 

Basic weighted average common shares outstanding

 

 

34,809,725

 

 

 

35,135,525

 

Effect of dilutive securities - stock awards

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

34,809,725

 

 

 

35,135,525

 

Equity incentive instruments for which total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net income, and accordingly, are excluded from diluted weighted average common shares outstanding. Due to the net loss incurred during the three months ended March 31, 2021 and 2020, the assumed exercise of all equity instruments was anti-dilutive and, therefore, not included in the diluted weighted average common shares outstanding for those periods.

No cash dividends were declared or paid during the three months ended March 31, 2021 and 2020.

v3.21.1
Equity
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Equity

15.  Equity

Authorized capital consists of 75.0 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock.  None of the preferred shares have been issued.

 

As of March 31, 2021, the Company has authorization from the Board of Directors to purchase up to $30.0 million of the Company’s common stock at management’s discretion. As a result of the COVID-19 pandemic, the Company suspended its share repurchase program in the first quarter of 2020 to preserve its liquidity and manage cash flows. As of March 31, 2021, the Company had $10.6 million remaining under this authorization.

A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for the three months ended March 31, 2021 and 2020 are summarized as follows:

 

 

 

Gains and Losses on

Cash Flow Hedges

 

 

Pension &

Postretirement

 

 

Foreign Currency

Translation

 

 

Total

 

Balance as of December 31, 2019

 

$

 

 

$

(39.9

)

 

$

(81.1

)

 

$

(121.0

)

Other comprehensive income (loss) before

   reclassifications

 

 

(0.1

)

 

 

1.1

 

 

 

(13.6

)

 

 

(12.6

)

Amounts reclassified from accumulated other

   comprehensive loss

 

 

0.1

 

 

 

0.1

 

 

 

 

 

 

0.2

 

Net other comprehensive income (loss)

 

 

 

 

 

1.2

 

 

 

(13.6

)

 

 

(12.4

)

Balance as of March 31, 2020

 

$

 

 

$

(38.7

)

 

$

(94.7

)

 

$

(133.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2020

 

$

 

 

$

(47.9

)

 

$

(49.6

)

 

$

(97.5

)

Other comprehensive loss before

   reclassifications

 

 

 

 

 

(1.2

)

 

 

(10.0

)

 

 

(11.2

)

Amounts reclassified from accumulated other

   comprehensive loss

 

 

 

 

 

0.6

 

 

 

 

 

 

0.6

 

Net other comprehensive loss

 

 

 

 

 

(0.6

)

 

 

(10.0

)

 

 

(10.6

)

Balance as of March 31, 2021

 

$

 

 

$

(48.5

)

 

$

(59.6

)

 

$

(108.1

)

 

A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for the three months ended March 31, 2021 and 2020 are summarized as follows:

 

 

 

Amount Reclassified from Accumulated Other Comprehensive Loss

 

 

 

 

 

Three Months Ended March 31,

2021

 

 

Three Months Ended March 31,

2020

 

 

Recognized

Location

Gains and losses on cash flow hedges

 

 

 

 

 

 

 

 

 

 

FX Forward Contracts

 

$

 

 

$

(0.1

)

 

Cost of sales

Total before income taxes

 

 

 

 

 

(0.1

)

 

 

Income tax provision

 

 

 

 

 

 

 

 

Total, net of income taxes

 

$

 

 

$

(0.1

)

 

 

Amortization of pension and

   postretirement items

 

 

 

 

 

 

 

 

 

 

Actuarial losses

 

$

(1.3

)

 

$

(1.1

)

(a)

Other expense - net

Amortization of prior service cost

 

 

0.7

 

 

 

0.7

 

(a)

Other expense - net

Total before income taxes

 

 

(0.6

)

 

 

(0.4

)

 

 

'Provision for income taxes

 

 

 

 

 

0.3

 

 

 

Total, net of income taxes

 

$

(0.6

)

 

$

(0.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total reclassifications for the period,

   net of income taxes

 

$

(0.6

)

 

$

(0.2

)

 

 

 

 

(a)

These accumulated other comprehensive income (loss) components are components of net periodic pension cost (see Note 21, “Employee Benefit Plans,” for further details)

v3.21.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

16.  Stock-Based Compensation

Equity compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2021 is included in the Company’s 2020 Annual Report on Form 10-K. The total number of shares of the Company’s common stock available for awards under the Company’s 2013 Omnibus Incentive Plan is 7,477,395 shares. The total number of shares of the Company’s common stock still available for issuance as of March 31, 2021 is 4,179,857 shares.

Stock-based compensation expense was $2.5 million and $3.4 million for the three months ended March 31, 2021 and 2020, respectively, which was recorded in engineering, selling, and administrative expense in the Condensed Consolidated Statement of Operations. The Company recognizes stock-based compensation expense over the award’s vesting period, subject to retirement, death or disability provisions of the 2013 Omnibus Incentive Plan.

No options to acquire shares of common stock were granted to employees during the three months ended March 31, 2021 and 250,432 shares of common stock were granted to employees during the three months ended March 31, 2020. The options granted become exercisable in three annual increments over a three-year period beginning on the grant date and expire 10 years subsequent to the grant date. 

A total of 316,974 and 277,449 restricted stock units were issued by the Company to employees during the three months ended March 31, 2021 and 2020, respectively. The restricted stock units granted to employees vest in three annual increments over a three-year period beginning on the grant date.

A total of 203,697 and 321,599 performance shares units were issued by the Company to employees during the three months ended March 31, 2021 and 2020, respectively. Performance share units vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period. The performance goals and the applicable performance period vary for each grant year. The performance goals for the performance share units granted in 2021 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 2021 to 2023 and 40% on non-new machines sales as of the year ended December 31, 2023. The 2021 performance share units include a +/-20% modifier weighted on total shareholder return relative to a defined peer group of companies during the three-year performance period, not to exceed 200% of target shares granted. The performance goals for the performance shares granted in 2020 are based 100% on the 3-year average of the Company’s adjusted EBITDA percentage from continuing operations from 2020 to 2022 with a +/-20% modifier based on total shareholder return relative to a defined peer group of companies during the three-year performance period, not to exceed 200% of target shares granted.

The Company issued a total of 56,672 and 77,608 equity grants to directors during the three months ended March 31, 2021 and 2020, respectively.  The 2021 and 2020 equity compensation awards vested immediately upon the grant date.

v3.21.1
Segments
3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]  
Segments

17. Segments

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.

The Company has three reportable segments: Americas, EURAF, and MEAP. The Americas operating segment includes the North America and South America continents. The EURAF operating segment includes Europe and Africa continents, excluding the Middle East region. The MEAP operating segment includes the Asia and Australia continents and the Middle East region.

The CODM evaluates the performance of its reportable segments based on net sales and operating income. Segment net sales are recognized in the geographic region the product is sold. Operating income for each segment includes net sales to third parties, cost of sales directly attributable to the segment, and operating expenses directly attributable to the segment. Manufacturing variances generated within each operating segment are maintained in each segment’s operating income. Operating income for each segment excludes other income and expense and certain expenses managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses such as stock-based compensation expenses, income taxes, nonrecurring charges and other separately managed general and administrative costs. The Company does not include intercompany sales between segments for management reporting purposes. The Company’s operating segments were identified as its reportable segments.

 

 

 

The following table shows information by reportable segment for the three months ended March 31, 2021 and 2020:

 

 

 

Three Months Ended

March 31,

 

 

 

2021

 

 

2020

 

Net Sales

 

 

 

 

 

 

 

 

Americas

 

$

140.1

 

 

$

156.2

 

EURAF

 

 

154.5

 

 

 

122.9

 

MEAP

 

 

59.7

 

 

 

50.1

 

Total

 

$

354.3

 

 

$

329.2

 

Segment Operating Income

 

 

 

 

 

 

 

 

Americas

 

$

7.0