-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mh9poSVHom+dbC95Q5WGkNeBaWIV5g9QeHyCtXBKmU+TQGnLJ8jtHfT56vov5ANn hIe5FtRKjJTw7oP9NHPDJA== 0000025445-99-000010.txt : 19990816 0000025445-99-000010.hdr.sgml : 19990816 ACCESSION NUMBER: 0000025445-99-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031] IRS NUMBER: 131952290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-01657 FILM NUMBER: 99688371 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 MAIL ADDRESS: STREET 1: 100 FURST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 10-Q 1 QUARTERLY FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1999 Commission File Number 1-1657 CRANE CO. (Exact name of registrant as specified in its charter) Delaware 13-1952290 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 First Stamford Place, Stamford, CT. 06902 (Address of principal executive office) (Zip Code) (203) 363-7300 (Registrant's telephone number, including area code) (Not Applicable) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of the issuer's classes of common stock, as of July 31, 1999: Common stock, $1.00 Par Value - 67,667,900 shares Part I - Financial Information Item 1. Financial Statements Crane Co. and Subsidiaries Consolidated Statements of Income (In Thousands, Except Per Share Amounts) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 Net Sales $611,247 $563,399 $1,186,069 $1,090,217 Operating Costs and Expenses: Cost of sales 443,305 403,838 856,943 783,828 Selling, general and Administrative 84,580 83,054 172,643 163,227 Depreciation and amortization 18,012 14,238 34,292 28,519 545,897 501,130 1,063,878 975,574 Operating Profit 65,350 62,269 122,191 114,643 Other Income (Expense): Interest income 855 831 2,224 1,375 Interest expense (7,415) (6,334) (15,337) (12,274) Miscellaneous - net 2,157 (136) 4,064 (214) (4,403) (5,639) (9,049) (11,113) Income Before Taxes 60,947 56,630 113,142 103,530 Provision for Income Taxes 21,636 20,073 40,165 37,074 Net Income $ 39,311 $ 36,557 $ 72,977 $ 66,456 Net Income Per Share: Basic $.58 $.53 $1.07 $.97 Diluted .57 .53 1.06 .96 Average Basic Shares Outstanding 67,890 68,466 68,090 68,469 Average Diluted Shares 68,511 69,398 68,702 69,432 Outstanding Dividends Per Share $.10 $.08 $.20 $.17 See Notes to Consolidated Financial Statements
-2- Part I - Financial Information Item 1. Financial Statements Crane Co. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share and Per Share Amounts) (Unaudited)
June 30, December 31, 1999 1998 1998 Assets Current Assets Cash and cash equivalents $ 7,548 $ 49,921 $ 15,909 Accounts receivable 324,042 296,208 303,245 Inventories: Finished goods 157,524 121,442 146,898 Finished parts and subassemblies 58,377 51,577 58,644 Work in process 33,630 48,157 38,743 Raw materials 73,859 81,679 86,059 323,390 302,855 330,344 Other Current Assets 45,487 36,087 49,468 Total Current Assets 700,467 685,071 698,966 Property, Plant and Equipment: Cost 642,317 605,310 645,383 Less accumulated depreciation 344,274 324,458 337,816 298,043 280,852 307,567 Other Assets 30,423 30,452 32,964 Intangibles 48,523 49,911 50,073 Cost in excess of net assets acquired 353,413 223,262 365,104 $1,430,869 $1,269,548 $1,454,674 See Notes to Consolidated Financial Statements
-3- Part I - Financial Information Item 1. Financial Statements Crane Co. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share and Per Share Amounts) (Unaudited)
June 30, December 31, 1999 1998 1998 Liabilities and Shareholders Equity Current Liabilities Current maturities of long-term debt $ 727 $ 861 $ 787 Loans payable 39,385 17,357 50,401 Accounts payable 143,535 138,575 132,376 Accrued liabilities 130,876 129,061 148,938 U.S. and foreign taxes on income 21,453 16,477 18,660 Total Current Liabilities 335,976 302,331 351,162 Long-Term Debt 318,785 287,301 359,090 Deferred Income Taxes 27,864 22,569 26,184 Other Liabilities 20,446 25,608 28,235 Accrued Postretirement Benefits 39,738 40,841 40,814 Accrued Pension Liability 3,355 6,432 5,955 Preferred Shares, par value $.01 - - - 5,000,000 shares authorized Common Shareholders Equity: Common stock, par value $1.00 72,426 72,426 72,426 200,000,000 shares authorized, 72,426,139 shares issued Capital surplus 96,262 89,624 96,262 Retained earnings 634,816 513,891 574,797 Accumulated other comprehensive income (22,237) (20,841) (18,036) (loss) Common stock held in treasury (96,562) (70,634) (82,215) Total Common Shareholders Equity 684,705 584,466 643,234 $1,430,869 $1,269,548 $1,454,674 Common Stock Issued 72,426,139 72,426,139 72,426,139 Less Common Stock held in Treasury (4,512,827) (3,895,311) (3,930,245) Common Stock Outstanding 67,913,312 68,530,828 68,495,894 See Notes to Consolidated Financial Statements
-4- Part I - Financial Information (Cont'd.) Item 1. Financial Statements Crane Co. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) (Unaudited)
Six Months Ended June 30, 1999 1998 Cash flows from Operating activities: Net income $ 72,977 $ 66,456 Depreciation 20,352 18,796 Amortization 13,940 9,723 Deferred income taxes 2,856 (60) Cash used for operating working capital (21,867) (15,913) Other (8,008) (1,346) Total provided by operating activities 80,250 77,656 Cash flows used for Investing activities: Capital expenditures (18,348) (22,877) Purchase of equity investment (2,029) - Sale of equity investment 5,361 - Payments for acquisitions (2,000) (17,640) Proceeds from disposition of capital assets 8,421 5,100 Total used for investing activities (8,595) (35,417) Cash flows (used for) provided by Financing activities: Equity: Dividends paid (13,595) (11,423) Reacquisition of shares-open market (20,433) (2,784) Reacquisition of shares-stock incentive programs (745) (1,100) Stock options exercised 5,417 2,764 Net equity (29,356) (12,543) Debt: Proceeds from issuance of long-term debt 115,000 22,580 Repayments of long-term debt (150,801) (1,030) Net decrease in short-term debt (14,411) (8,112) Net debt (50,212) 13,438 Total (used for) provided by financing activities (79,568) 895 Effect of exchange rate on cash and cash equivalents (448) (195) Increase (decrease) in cash and cash equivalents (8,361) 42,939 Cash and cash equivalents at beginning of period 15,909 6,982 Cash and cash equivalents at end of period $ 7,548 $ 49,921 Detail of Cash Provided by (Used for) Operating Activities Working capital: Accounts receivable $(22,497) $(21,479) Inventories 6,534 (9,500) Other current assets 3,551 (1,548) Accounts payable 12,180 14,839 Accrued liabilities (24,604) (1,553) U.S. and foreign taxes on income 2,969 3,328 Total $(21,867) $(15,913) Supplemental disclosure of cash flow information: Interest paid $16,702 $11,864 Income taxes paid 32,652 30,202 See Notes to Consolidated Financial Statements
-5- Part I - Financial Information (Cont'd.) Notes to Consolidated Financial Statements (Unaudited) 1. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period presented. Certain prior year amounts have been reclassified to conform to the 1999 presentation. These interim consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements in the company's Annual Report on Form 10-K for the year ended December 31, 1998. 2. Sales and operating profit by segment are as follows:
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 (In thousands) Net Sales: Fluid Handling $103,314 $113,056 $ 208,614 $ 231,098 Aerospace 95,795 100,447 192,875 194,952 Engineered Materials 94,383 64,132 185,444 125,381 Crane Controls 30,986 35,218 61,146 70,220 Merchandising Systems 50,662 49,829 100,947 96,013 Wholesale Distribution 236,047 200,882 436,108 373,330 Other 3,125 3,670 6,520 6,876 Intersegment (3,065) (3,835) (5,586) (7,653) Elimination Total $611,247 $563,399 $1,186,068 $1,090,217 Operating Profit (Loss): Fluid Handling $ 2,489 $ 6,771 $ 6,334 $ 15,723 Aerospace 27,677 31,261 54,920 56,532 Engineered Materials 16,633 9,694 31,291 17,245 Crane Controls 1,227 2,995 1,811 5,977 Merchandising Systems 11,274 9,675 20,780 18,411 Wholesale Distribution 9,832 7,701 15,572 12,129 Other (134) 157 (279) (226) Corporate (3,584) (5,936) (8,137) (11,136) Intersegment (64) (49) (101) (12) Elimination Total $65,350 $62,269 $122,191 $114,643
-6- Part I - Financial Information (Cont'd.) Notes to Consolidated Financial Statements (Unaudited) 3. Inventories Inventories are stated at the lower of cost or market, principally on the last-in, first-out (LIFO) method of inventory valuation. Replacement cost would be higher by $42.5 million at June 30, 1999, $48.0 million at June 30, 1998, and $42.8 million at December 31, 1998. 4. Intangibles Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range form five to twenty years. Accumulated amortization was $23.8 million at June 30, 1999, $20.5 million at June 30, 1998 and $21.8 million at December 31, 1998 5. Cost in Excess of Net Assets Acquired Cost in excess of net assets acquired is amortized on a straight-line basis principally over 15 to 40 years. Accumulated amortization was $60.0 million at June 30, 1999, $42.1 million at June 30, 1998 and $50.9 million at December 31, 1998. 6. Total comprehensive income for the three and six-month periods ended June 30, 1999 and 1998 was as follows:
(In thousands) Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 Net Income $39,311 $36,557 $72,977 $66,456 Other comprehensive income, net of tax Foreign currency translation adjustments (411) (4,399) (4,201) (4,291) Comprehensive Income $38,900 $32,158 $68,776 $62,165
-7- Part I - Financial Information (Cont'd) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended June 30, 1999 This 10Q may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements present management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this 10Q, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed with the Securities and Exchange Commission Results from Operations Second Quarter of 1999 Compared to Second Quarter of 1998 Net income for the quarter ended June 30, 1999 set a second quarter record, rising 8% to $39.3 million, or $.57 per diluted share outstanding, from the $36.6 million or $.53 per diluted share outstanding reported for the 1998 second quarter. Operating profit for the second quarter increased 5% to $65.4 million on a sales increase of 9% to $611.2 million. Operating margins for the quarter were 10.7% of sales compared to 11.1% in 1998. Cash flow (net income plus depreciation and amortization) per diluted share outstanding increased 14% for the quarter to $.83. Engineered Materials sales increased by 47%, or $30.3 million, to $94.4 million and operating profit increased 72% to $16.6 million, versus the second quarter of 1998 with the Sequentia and Plastic-Lined Piping Products acquisitions contributing to these increases. Kemlite's transportation, recreational vehicle and building products markets continued their strong growth, with sales up 13% and operating profit up 56% over 1998. Operating profit margins increased to 17.6% of sales compared to 15.1% in 1998 as margins improved at Kemlite and Resistoflex. Order backlog decreased $3.3 million from June 30,1998, to $24.0 million at June 30, 1999. Merchandising Systems sales increased 2%, from $49.8 million to $50.7 million, and operating profit increased 17%, from $9.7 million to $11.3 million, respectively. Driven by high demand for its new Euro-capable coin validators and four tube coin changer, NRI posted a 13% increase in sales and, combined with lower costs, a 31% increase in operating profit. National Vendors sales were at last year's level and operating profit increased by 10% versus the prior year's quarter. Operating margins increased to 22.3% of sales compared to 19.4% in 1998. Order backlog increased $2.2 million over last year, to $21.4 million. Wholesale Distribution sales increased $35.2 million, or 18%, to $236.0 million and operating profit increased $2.1 million, or 28%, to $9.8 million. Huttig's sales were up 19%, to $206.0 million, and operating profit was up 40%, to $7.8 million. The acquisitions of Number One Supply and Consolidated Lumber in 1998 contributed to the improved results. Crane Supply's sales and operating profit increased 7% and 9%, respectively. Operating profit margins improved to 4.2% of sales compared to 3.8% in 1998 with both Huttig and Crane Supply improving. -8- Part I - Financial Information (Cont'd) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended June 30, 1999 Aerospace sales decreased 5%, or $4.7 million, to $95.8 million in the quarter with all businesses except Lear Romec being negatively impacted by slowing aerospace markets. Operating profit decreased 11%, or $3.6 million, to $27.7 million, with Hydro-Aire and ELDEC results being affected by lower sales volumes in the commercial, after-market and government markets. During the quarter Hydro-Aire was selected to supply the brake control systems for the Bombardier BD90 and BD100 programs. Operating margins were 28.9% of sales, compared to 31.1% in the second quarter of 1998. Order backlog decreased $57.1 million to $250.9 million at June 30, 1999, versus $308.0 million at June 30, 1998. Fluid Handling sales declined 9%, or $9.7 million, to $103.3 million. Operating profit decreased 63% to $2.5 million. These declines were due to a 28% decline in Commercial bronze and iron valve shipments and a 19% decline in Cast Steel valve shipments and included $1.2 million in legal and severance costs. Commercial Valve's results were caused by a lack of orders related to past supply shortages of shippable bronze valve product in the U.S. and continued market weakness in the U.K. Cast Steel's results were due to weak demand from the oil and gas industry. Partially offsetting this, Crane Pumps and Systems increased sales slightly and had operating profit margins of 11% while Crane Nuclear and Service Centers achieved higher second quarter operating profit. Operating profit margins were 2.4% versus 6.0% in 1998. Overall Fluid Handling order backlog totaled $74.0 million at June 30, 1999, versus $114.5 million for 1998. Crane Controls sales decreased 12%, or $4.2 million, to $31.0 million and operating profit declined 59%, or $1.8 million, to $1.2 million. All business units except Dynalco, which benefited from the Liberty Technologies acquisition (September 1998), reported lower sales and operating profit as a result of continued weak demand for their products from the oil and gas, chemical process and general industrial markets. Operating profit margins declined to 4.0% of sales from 8.5% in the second quarter of 1998. Order backlog slipped 6%, to $28.6 million. During the quarter, the company reduced debt by $41.0 million. Also during the quarter, the company announced that it is investigating a potential spin-off of its Huttig Building Products subsidiary as a separate public company. Net interest expense for the quarter increased 19% due to increased financing costs for acquisitions made in 1998. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Six Months Ended June 30, 1999 Six Months Ended June 30,1999 Compared to Six Months Ended June 30,1998 For the six months ended June 30, 1999, net income increased 10% to $73.0 million, or $1.06 per diluted share outstanding, from the $66.5 million, or $.96 per diluted share outstanding, in the comparable 1998 period. Operating profit for the six months increased 7% to $122.2 million on a sales increase of 9% to $1.2 billion. Cash flow (net income plus depreciation and amortization) per diluted share increased 14% to $1.56. -9- Part I - Financial Information (Cont'd) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Six Months Ended June 30, 1999 Engineered Materials sales increased by 48%, or $60.1 million, to $185.4 million and operating profit increased 81% to $31.3 million, versus the same six month period in 1998 with the Sequentia and Plastic-Lined Piping Products acquisitions contributing to these increases. Kemlite's transportation, recreational vehicle and building products markets continued their strong growth, with sales up 14% and operating profit up 53% over 1998. Operating profit margins increased to 16.9% of sales compared to 13.8% in 1998 as margins improved at Kemlite and Resistoflex. Merchandising Systems sales increased 5%, from $96.0 million to $100.9 million, and operating profit increased 13%, from $18.4 million to $20.8 million, respectively. Driven by high demand for its new Euro-capable coin validators and four tube coin changer, NRI posted an 18% increase in sales and, combined with lower costs, a 38% increase in operating profit. National Vendors sales increased 3% compared to last year's level and operating profit increased by 2% as the company continued to invest in new product development. Operating margins increased to 20.6% of sales compared to 19.2% in 1998. Wholesale Distribution sales increased $62.8 million, or 17%, to $436.1 million and operating profit increased $3.4 million, or 28%, to $15.6 million. Huttig's sales were up 19%, to $380.8 million, and operating profit was up 38%, to $11.9 million. The acquisitions of Number One Supply and Consolidated Lumber in 1998 contributed to the improved results. Crane Supply's sales increased 3% and operating profit increased 10%, respectively. Operating profit margins improved to 3.6% of sales compared to 3.2% in 1998 with both Huttig and Crane Supply improving. Aerospace sales decreased 1%, or $2.1 million, to $192.9 million during the six- month period with the segment being negatively impacted by reduced government and military aerospace sales. Interpoint's sales decreased due to lower shipments of its medical product line. Operating profit decreased 3%, or $1.6 million, to $54.9 million, due to the lower sales volumes mentioned above. Operating margins were 28.5% of sales, compared to 29.0% in the same six-month period of 1998. Fluid Handling sales declined 10%, or $22.5 million, to $208.6 million. Operating profit decreased 60% to $6.3 million. These declines were due continued weak demand at the Commercial Valve, Cast Steel and Quarter Turn businesses. Also, $1.5 million in legal and severance costs were include in the six-month period's results. Partially offsetting this, Crane Pumps and Systems and Cochrane increased sales while Crane Nuclear and Wafer Check achieved higher second quarter sales and operating profits. Operating profit margins were 3.0% versus 6.8% in 1998. Crane Controls sales decreased 13%, or $9.1 million, to $61.1 million and operating profit declined 70%, or $4.2 million, to $1.8 million. All business units except Dynalco, which benefited from the Liberty Technologies acquisition (September 1998), reported lower sales and operating profit as a result of continued weak demand for their products from the oil and gas, chemical process and general industrial markets. Operating profit margins declined to 3.0% of sales from 8.5% compared to 1998. -10- Part I - Financial Information (Cont'd) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Six Months Ended June 30, 1999 Net interest expense for the six months ended June 30, 1999 increased 20%, due to increased financing costs for acquisitions made in 1998. The effective tax rate decreased to 35.5% for the six months ended June 30, 1999 as opposed to 35.8% at June 30, 1998. Liquidity and Capital Resources During the six months of 1999 the company generated $80.3 million of cash from operating activities, compared to $77.7 million in 1998. Net debt totaled 33.9% of capital at June 30, 1999 compared to 30.4% in 1998. The current ratio was 2.1 with working capital totaling $364.5 million at June 30, 1999 compared to 2.3 and $382.7 million at June 30, 1998. The company had unused credit lines of $366.5 million at June 30, 1999. Year 2000 Readiness The Year 2000 issue relates to most computer software programs using two digits, rather than four, to define the applicable year for dates. Any of the company's information technology (IT) and non-information technology (non-IT) systems and its products may recognize a date using "00" as the year 1900, rather than the year 2000. This could result in system failures or miscalculations, causing disruptions in operations, including the inability to process transactions and engage in similar normal business activities within the company and with third parties. Crane has implemented a Year 2000 program for its IT and non-IT systems and its products consisting of four phases: 1) awareness, formation, planning and management, 2) inventory, analysis, compliance testing, prioritization and planning, 3) implementation and validation, and 4) Year 2000 compliance. The company's senior management and Board of Directors receive regular updates on the status of the company's Year 2000 program. In addition, the company has contacted significant vendors and customers in order to determine the risks to the company for a third party's failure to remediate its own Year 2000 issues. While information obtained from these contacts will be used to mitigate these risks, there can be no assurance that any third party systems or products will be Year 2000 compliant on a timely basis or that non-compliance by such third parties will not have a material adverse effect on the company. The company's Year 2000 Program was initiated in 1997. Virtually all mission-critical systems, including IT and non-IT systems, are in the implementation phase or are compliant. Non mission-critical systems are in various phases of completion and an immaterial amount of work on them is expected to continue into the year 2000. It is expected that virtually all mission-critical systems will be implemented, tested and validated by September of 1999. -11- Part I - Financial Information (Cont'd) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Six Months Ended June 30, 1999 Year 2000 costs incurred to date are approximately $25.4 million, of which $9.2 million was expensed and $16.2 million was capitalized. Estimated future costs to complete the Year 2000 program are $2.8 million, of which $1.7 million will be expensed as incurred and the remaining $1.1 million will be capitalized. These costs have been, and will continue to be, funded from normal operating cash flows of the business. No other information technology projects have been or are being delayed by this program. The company believes that completed and planned modifications and conversions of its software and hardware systems, its products and its efforts to verify the readiness and compliance of material third parties will allow it to meet its Year 2000 compliance schedule. However, the success of the Year 2000 compliance program is based on the availability of a variety of technical experts, expected successful software modifications being performed by third parties, timely delivery of new software and hardware systems, and other factors. A deficiency with respect to any of these factors could cause a failure in the company's Year 2000 program, in whole or in part. The failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, certain normal business activities or operations, which could have a material adverse effect on the company's results of operations, liquidity or financial condition. Due to the inherent uncertainty in the Year 2000 problem, particularly in regard to third party vendor and customer Year 2000 readiness, the company is unable to determine at this time whether the consequences of any Year 2000 disruptions or failures will have a material adverse effect on the company's results of operations, liquidity or financial condition. However, based on current information, the most reasonably likely worst case scenario would involve the temporary disruption of the company's ability to fulfill customer orders and no material adverse effect on the company's financial condition is expected from this specific scenario. Part II - Other Information Item 1. Legal Proceedings There have been no material developments in any of the legal proceedings described in the company's Annual Report on Form 10-K for the year ended December 31, 1998. Item 6. Exhibits and Reports on Form 8-K 11. Computation of earnings per share for the quarters March 31, 1999 and 1998. 27. Article 5 of Regulation S-X Financial Data Schedule for the first quarter. -12- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CRANE CO. REGISTRANT Date August 13, 1999 By /s/ D.S. Smith D.S. SMITH Vice President and Chief Financial Officer Date August 13, 1999 By /s/ M.L. Raithel M.L. RAITHEL Controller -13- Crane Co. and Subsidiaries Exhibit 11 to Form 10-Q Computation of Net Income per Common Share (In Thousands, Except Per Share Amounts)
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 Basic Net Income Per Share: Net Income $39,311 $36,557 $72,977 $66,456 Average Basic Shares 67,890 68,466 68,090 68,469 Outstanding Basic Net Income Per Share $ .58 $ .53 $1.07 $ .97 Diluted Net Income Per Share: Net Income $39,311 $36,557 $72,977 $66,456 Average Basic Shares 67,890 68,466 68,090 68,469 Outstanding Add Diluted Effect of Stock Options 621 932 612 963 Average Diluted Shares Outstanding 68,511 69,398 68,702 69,432 Diluted Net Income Per Share $ .57 $ .53 $1.06 $ .96
-14- EX-27 2 ARTICLE 5 FDS FOR 2ND QUARTER 10-Q
5 1,000 6-MOS DEC-31-1999 Jun-30-1999 7,548 0 330,521 6,479 324,042 700,467 642,317 344,274 1,430,869 335,976 318,785 72,426 0 0 612,279 1,430,869 1,186,069 1,186,069 856,943 1,063,878 4,064 0 13,113 113,142 40,165 72,977 0 0 0 72,977 1.07 1.06
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