Crane Co: Form 10-Q for the period ended Jun 30, 2024

This Quarterly Report on Form 10-Q contains information about Crane Company some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements by the use of terms such as “believes,” “contemplates,” “expects,” “may,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms.

Reference herein to “Crane,” “the Company,” “we,” “us” and “our” refer to Crane Company and its subsidiaries unless the context specifically states or implies otherwise. References to changes in “core sales” or “core growth” in this report include the change in sales excluding the impact of foreign currency translation and acquisitions and divestitures from closing up to the first anniversary, of such acquisitions or divestitures. Amounts in the following discussion are presented in millions, except employee, share and per share data, or unless otherwise stated.

We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties. These statements should be considered in conjunction with the discussion in Part I, the information set forth under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

• The effect of changes in economic conditions in the markets in which we operate, including financial market conditions, end markets for our products, fluctuations in raw material prices, inflationary pressures, supply chain disruptions and access to key raw materials, higher interest rates and the financial condition of our customers and suppliers;
• Economic, social and political instability, currency fluctuation and other risks of doing business outside of the United States;
• The impact of commercial air traffic levels which are affected by a different array of factors including general economic conditions and global corporate travel spending, or terrorism;
• Competitive pressures, including the need for technology improvement, successful new product development and introduction and any inability to pass increased costs of raw materials to customers;
• Our ongoing need to attract and retain highly qualified personnel and key management;
• Our ability to successfully identify, value and integrate acquisitions and to realize synergies and opportunities for growth and innovation;
• Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information;
• Our ability to achieve some or all the benefits that we expect to achieve from our business separation;
• The ability of the U.S. government to terminate our government contracts, or otherwise significantly reduce planned spending;
• The impact of governmental regulations and failure to comply with those regulations;
• A reduction in congressional appropriations that affect defense spending;
• The outcomes of legal proceedings, claims and contract disputes;
• Adverse effects as a result of further increases in environmental remediation activities, costs and related claims;
• Adverse effects of changes in tax, environmental and other laws and regulations in the United States and other countries in which we operate.
• Investment performance of our pension plan assets and fluctuations in interest rates, which may affect the amount and timing of future pension plan contributions.

Recent Transactions

Acquisitions

Effective May 1, 2024, the Company completed the acquisition of CryoWorks, Inc. (“CryoWorks”) for $60.7 million on a cash-free and debt-free basis, subject to a net working capital adjustment. On April 29, 2024, we borrowed approximately $50 million under the Company’s existing Revolving Facility to fund the Cryoworks acquisition. CryoWorks, a leading supplier of vacuum insulated pipe systems for hydrogen and cryogenic applications, has been integrated into the Process Flow Technologies segment.

On January 2, 2024, the Company completed the acquisition of Vian Enterprises, Inc. (“Vian”) for $102.5 million on a cash-free and debt-free basis, subject to a net working capital adjustment and potential additional payments of up to $7.5 million depending on the resolution of outstanding contingencies. On January 2, 2024, we borrowed $100 million under the Company’s existing Revolving Facility to fund the Vian acquisition. Vian, a global designer and manufacturer of multi-stage lubrication pumps and lubrication system components technology for critical aerospace and defense applications with sole-sourced and proprietary content on the highest volume commercial and military aircraft platforms, has been integrated into the Aerospace & Electronics segment.

Outlook

Our sales depend heavily on industries that are cyclical in nature or are subject to market conditions, which may cause customer demand for our products to be volatile and unpredictable. Demand in these industries is affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors.

For 2024, we expect a total year-over-year sales increase of approximately 11%, driven by approximately 5% to 7% core growth, and approximately 5% sales contribution from the Baum lined piping GmbH, Vian Enterprises, Inc. and CryoWorks, Inc. acquisitions. We expect an improvement in operating profit driven primarily by lower transaction related expenses, productivity benefits, operating leverages on higher volumes, higher pricing net of inflation and contributions from acquisitions, partially offset by unfavorable mix.

Aerospace & Electronics

In 2024, we expect Aerospace & Electronics sales to increase in the mid-teens range compared to 2023, driven by approximately 12% core sales growth and a 4% to 5% contribution from the Vian Enterprises, Inc. acquisition. We expect a substantial improvement in our commercial OEM business driven by higher aircraft build rates, and we expect an improvement in our commercial aftermarket business given continued recovery in airline flight hours. We expect our defense OEM sales to grow slightly, but the defense aftermarket businesses are expected to grow significantly given continued global geopolitical uncertainty which is driving increased demand to replace legacy product sales. We expect segment operating profit and operating margin to increase compared to 2023 driven primarily by the impact of operating leverage on higher volumes, pricing and productivity benefits.

Process Flow Technologies

In 2024, we expect Process Flow Technologies sales to increase approximately 10% driven by contribution from the Baum lined piping GmbH and CryoWorks, Inc. acquisitions, along with core sales increasing approximately 4%.

We expect Process Valves and Related Products sales to increase in the low double digit range compared to 2023, driven by mid- to high-single digit contribution from acquisitions, with mid-single digit cores sales growth driven primarily by sales to chemical and pharmaceutical end markets. We expect Commercial Valves sales to increase in the low- to mid-single digit range as end markets in the U.K. begin to improve from the depressed levels, and we expect Pumps and Systems sales to increase in the mid- to high-single digit range compared to 2023, driven by strong demand across municipal and non-residential U.S. end markets. We expect an improvement in segment operating profit and operating margin compared to 2023, driven primarily by productivity, higher pricing net of inflation and higher volumes, partially offset by unfavorable mix.

Engineered Materials

In 2024, we expect Engineered materials sales, operating profit, and operating margin to be approximately flat compared to 2023.

Results from Continuing Operations – Three Months Ended June 30,

The following information should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the second quarter 2024 versus the second quarter 2023, unless otherwise specified.

(dollars in millions)

Sales increased by $71.6 million, or 14.1%, to $581.2 million in 2024. The period-over-period change in sales included:

• an increase in core sales of $44.0 million, or 8.6%, which was driven primarily by higher pricing, and to a lesser extent, higher volume;
• an increase in sales related to the BAUM, Vian and CryoWorks acquisitions of $28.8 million, or 5.7%; partially offset by
• unfavorable foreign currency translation of $1.2 million, or 0.2%.

Cost of sales increased by $48.8 million, or 15.8%, to $357.3 million in 2024. The increase is primarily related to the impact from the BAUM, Vian and CryoWorks acquisitions of $25.8 million, or 8.4%, coupled with higher material, labor and other manufacturing costs of $22.0 million, or 7.1%, driven by the higher sales, and unfavorable mix of $7.4 million or 2.4%, partially offset by strong productivity gains and other cost savings of $12.7 million, or 4.1%.

Selling, general and administrative expenses decreased by $10.7 million, or 7.8%, to $127.3 million in 2024, primarily driven by a decrease in administrative expenses of $14.0 million, or 10.1%, related to the absence of expenses related to the Separation, partially offset by the higher selling costs of $4.5 million, or 3.3%.

Operating profit increased by $33.5 million, or 53.1%, to $96.6 million in 2024. The increase is primarily due to higher pricing net of inflation and higher volumes of $27.1 million, or 43%, strong productivity gains of $13.6 million, or 21.6%, and the absence of expenses related to the Separation, partially offset by unfavorable mix of $7.4 million, or 11.7%.

Our effective tax rate for the three months ended June 30, 2024, is lower than the prior year’s comparable tax rate primarily due to lower non-U.S. taxes and lower statutorily non-deductible costs.

Our effective tax rate for the three months ended June 30, 2024, is slightly higher than the statutory U.S. federal tax rate of 21% primarily due to earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and the impact of U.S. state taxes, partially offset by excess share-based compensation benefits, tax credit utilization, and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income.

Comprehensive Income

(in millions)

For the three months ended June 30, 2024, comprehensive income before allocation to noncontrolling interests was $71.3 million compared to $48.9 million in the same period of 2023. The $22.4 million increase was primarily driven by higher net income before allocation to noncontrolling interests of $26.0 million, partially offset by a $4.0 million year-over-year unfavorable impact of foreign currency translation, primarily related to the British pound and euro.

Segment Results of Operations - Three Months Ended June 30,

Aerospace & Electronics

(dollars in millions)

(a) Includes $62.3 million of backlog as of June 30, 2024, pertaining to the Vian acquisition.

Sales increased $41.7 million, or 22.0%, to $230.9 million in 2024, primarily due to higher volumes and pricing of $31.1 million, or 16.4%, and the impact of the Vian acquisition of $10.6 million, or 5.6%.

• Sales of Commercial Original Equipment increased $18.8 million, or 26.9%, to $88.6 million in 2024, reflecting strong demand from aircraft manufacturers, partially offset by component availability constraints.
• Sales of Military Original Equipment increased $4.1 million, or 6.5%, to $66.9 million in 2024, primarily reflecting strong demand from defense customers.
• Sales of Commercial Aftermarket Products increased $11.5 million, or 28.2%, to $52.3 million in 2024, reflecting continued strong demand from the airlines due to improving air traffic and inventory restocking.
• Sales of Military Aftermarket Products increased $7.3 million, or 46.2%, to $23.1 million in 2024, reflecting stronger demand for military products, partly in response to heightened geopolitical tensions globally.

Cost of sales increased by $27.3 million, or 23.4%, to $143.9 million in 2024, primarily reflecting higher material, labor and other manufacturing costs of $13.9 million, or 11.9%, the impact from the Vian acquisition of $9.8 million, or 8.4%, increased volumes of $7.5 million, or 6.4%, partially offset by productivity gains of $4.7 million, or 4.0%.

Operating profit increased by $14.4 million, or 37.6%, to $52.7 million in 2024. The increase primarily reflected the impact from higher volumes of $9.0 million, or 23.5%, coupled with productivity gains of $5.3 million, or 13.8%.

Process Flow Technologies

(dollars in millions)

(a) includes $18.0 million of backlog as of June 30, 2024 pertaining to the Baum and CryoWorks acquisitions.

Sales increased by $34.5 million, or 13.1%, to $297.7 million in 2024, primarily driven by the impact of the BAUM and CryoWorks acquisitions of $18.2 million, or 6.9%, higher core sales of $17.4 million, or 6.6%, primarily driven by higher pricing, partially offset by unfavorable foreign currency translation of $1.1 million, or 0.4%.

• Sales of Process Valves and Related Products increased by $29.4 million, or 14.9%, to $226.8 million in 2024, primarily driven by the impact of the BAUM and CryoWorks acquisitions and higher core sales.
• Sales of Commercial Valves increased by $4.9 million, or 17.0%, to $33.7 million in 2024, reflecting an increase in core sales driven by higher volumes and pricing.

Cost of sales increased by $23.8 million, or 15.9%, to $173.2 million, primarily related to the impact of the BAUM and CryoWorks acquisitions of $15.9 million, or 10.6%, higher material, labor and other manufacturing costs of $6.3 million, or 4.2%, unfavorable mix of $6.0 million, or 4.0%, and higher volumes of $2.9 million, or 1.9%, partially offset by net productivity gains and favorable foreign currency translation of $7.3 million, or 4.9%.

Selling, general and administrative expenses increased by $1.8 million, or 2.8%, to $65.0 million, primarily driven by the impact of the BAUM and CryoWorks acquisitions of $4.4 million, or 7.0%, partially offset by productivity gains and other net cost savings of $3.1 million, or 4.9%.

Operating profit increased by $8.9 million, or 17.6%, to $59.5 million in 2024. The increase is primarily due to higher pricing net of inflation and higher volumes of $7.5 million, or 14.8%, productivity gains of $7.3 million, or 14.4%, partially offset by unfavorable mix and foreign currency translation of $6.4 million, or 12.6%.

Engineered Materials

(dollars in millions)

Sales decreased $4.6 million, or 8.0%, to $52.6 million in 2024, reflecting lower volumes partially offset by higher pricing. The decrease was primarily driven by lower sales in Building Products and Transportation end markets.

Cost of sales decreased $2.3 million, or 5.4%, to $40.2 million in 2024, primarily related to lower volumes.

Operating profit decreased by $2.5 million, or 25.5%, to $7.3 million in 2024, primarily reflecting the impact from lower volumes.

Results from Continuing Operations – Six Months Ended June 30,

The following information should be read in conjunction with our condensed consolidated financial statements and related notes. All comparisons below refer to the first six months of 2024 versus the first six months of 2023, unless otherwise specified.

(dollars in millions)

Sales increased by $123.1 million, or 12.0%, to $1,146.5 million in 2024. The year-over-year change in sales included:

• an increase in core sales of $68.0 million, or 6.6%, which was driven primarily by higher pricing, and to a lesser extent, higher volume; and
• an increase in sales related to the BAUM, Vian and CryoWorks acquisitions of $54.7 million, or 5.3%.

Cost of sales increased by $86.7 million, or 14.1%, to $702.1 million in 2024. The increase is primarily related to the higher material, labor and other manufacturing costs of $52.8 million, or 8.6%, driven by the higher sales, coupled with impact from the BAUM, Vian and CryoWorks acquisitions of $47.7 million, or 7.8%, and higher volumes of $7.8 million, or 1.3%, partially offset by strong productivity gains of $24.6 million, or 4.0%.

Selling, general and administrative expenses decreased by $9.0 million, or 3.4%, to $258.4 million in 2024, primarily driven by a decrease in administrative expenses of $17.3 million, or 6.5%, related to the absence of expenses related to the Separation, partially offset by higher selling costs of $8.8 million, or 3.3%.

Operating profit increased by $45.4 million, or 32.3%, to $186.0 million in 2024. The increase is primarily due to strong productivity gains of $26.8 million, or 19.1%, coupled with higher volumes of $12.2 million, or 8.7%, and higher pricing net of inflation of $8.5 million, or 6.0%, and the absence of expenses related to the Separation, partially offset by unfavorable mix of $2.9 million, or 2.0%.

Our effective tax rate for the six months ended June 30, 2024, is lower than the prior year’s comparable tax rate primarily due to lower non-U.S. taxes and lower statutorily non-deductible costs.

Our effective tax rate for the six months ended June 30, 2024 is slightly higher than the statutory U.S. federal tax rate of 21% primarily due to earnings in jurisdictions with statutory tax rates higher than the United States, expenses that are statutorily non-deductible for income tax purposes and the impact of U.S. state taxes, partially offset by excess share-based compensation benefits, tax credit utilization, and the statutory U.S. deduction related to our non-U.S. subsidiaries’ income.

Comprehensive Income

(in millions)

For the six months ended June 30, 2024, comprehensive income before allocations to noncontrolling interests was $126.7 million compared to $170.0 million in the same period of 2023. The $43.3 million decrease was primarily driven by a $29.1 million unfavorable impact of foreign currency translation, primarily related to the British pound and euro and lower net income before allocation to noncontrolling interests of $14.9 million, reflecting the absence of income from discontinued operations in 2024.

Segment Results of Operations - Six Months Ended June 30,

Aerospace & Electronics

(dollars in millions)

Sales increased $87.5 million, or 23.7%, to $456.8 million in 2024, primarily due to higher volumes and pricing of $67.8 million, or 18.4%, and the impact of the Vian acquisition of $19.7 million, or 5.3%.

• Sales of Commercial Original Equipment increased $35.9 million, or 26.0%, to $174.1 million in 2024, reflecting strong demand from aircraft manufacturers, partially offset by material availability constraints.
• Sales of Military Original Equipment increased $13.5 million, or 10.8%, to $138.3 million in 2024, primarily reflecting strong demand from defense and space customers.
• Sales of Commercial Aftermarket Products increased $24.4 million, or 31.0%, to $103.0 million in 2024, reflecting continued strong demand from the airlines due to improving air traffic and inventory restocking.
• Sales of Military Aftermarket Products increased $13.7 million, or 49.5%, to $41.4 million in 2024, reflecting stronger demand for military products, partly in response to heightened geopolitical tensions globally.

Cost of sales increased by $58.0 million, or 25.5%, to $285.6 million in 2024, primarily reflecting higher material, labor and other manufacturing costs of $33.1 million, or 14.5%, increased volumes of $19.9 million, or 8.7%, the impact from the Vian acquisition of $19.2 million, or 8.4%, partially offset by productivity gains of $10.0 million, or 4.4%, and favorable mix of $4.3 million, or 1.9%

Selling, general and administrative expense increased by $4.4 million, or 6.7%, to $70.2 million in 2024, primarily related to higher administrative costs of $4.3 million, or 6.5%.

Operating profit increased by $25.1 million, or 33.1%, to $101.0 million in 2024, the increase primarily reflected the impact from higher volumes of $22.9 million, or 30.2%, coupled with productivity gains of $11.1 million, or 14.6%, partially offset by higher material, labor and other manufacturing costs net of higher pricing of $11.9 million, or 15.7%.

Process Flow Technologies

(dollars in millions)

Sales increased by $47.4 million, or 8.9%, to $582.0 million in 2024, primarily driven by the impact of the BAUM and CryoWorks acquisitions of $35.0 million, or 6.5%, higher core sales of $12.0 million, or 2.2%, primarily driven by higher pricing.

• Sales of Process Valves and Related Products increased by $40.5 million, or 10.1%, to $440.8 million in 2024, primarily driven by the impact of the BAUM and CryoWorks acquisitions of $35.0 million, or 8.7%, and higher core sales of $6.8 million, or 1.7%, driven by higher pricing, partially offset by unfavorable foreign currency translation of $1.3 million, or 0.3%.
• Sales of Commercial Valves increased by $7.2 million, or 12.1%, to $66.6 million in 2024, primarily driven by increase in core sales of $5.5 million, or 9.3%, and favorable foreign currency translation of $1.7 million, or 2.9%, as the British pound strengthened against the U.S. dollar.

Cost of sales increased by $35.4 million, or 11.8%, to $334.9 million, primarily related to the impact of the BAUM and CryoWorks acquisitions of $28.5 million, or 9.5%, higher material, labor and other manufacturing costs of $17.2 million, or 5.7%, unfavorable mix of $7.3 million, or 2.4%, partially offset by productivity gains of $13.1 million, or 4.4%, and the impact of lower volumes of $4.6 million, or 1.5%.

Selling, general and administrative expense increased by $9.5 million, or 7.8%, to $130.7 million, primarily driven by the impact of the BAUM and CryoWorks acquisitions of $7.4 million, or 6.1%, and to a lesser extent, higher selling costs.

Operating profit increased by $2.5 million, or 2.2%, to $116.4 million in 2024. The increase is primarily due to productivity gains and other net savings of $15.9 million, or 14.0 %, partially offset by unfavorable mix of $7.3 million, or 6.4%, and the impact of lower volumes of $6.5 million, or 5.7%.

Engineered Materials

(dollars in millions)

Sales decreased $11.8 million, or 9.9%, to $107.7 million in 2024, reflecting lower volumes . The decrease was primarily driven by lower sales in Building Products and Transportation end markets.

Cost of sales decreased by $6.7 million, or 7.6%, to $81.6 million, primarily related to lower volumes of $7.5 million, or 8.5%, partially offset by higher material, labor and other manufacturing costs, net of productivity gains of $1.0 million, or 1.1%.

Operating profit decreased by $5.8 million, or 27.4%, to $15.4 million in 2024, primarily reflecting the impact of lower volumes of $4.3 million, or 20.3%, and higher material, labor and other manufacturing costs, net of productivity gains and favorable mix of $1.5 million, or 7.1%.

Liquidity and Capital Resources

(in millions)

Our operating philosophy is to deploy cash provided from operating activities, when appropriate, to provide value to shareholders by reinvesting in existing businesses, by making acquisitions that will strengthen and complement our portfolio, by divesting businesses that are no longer strategic or aligned with our portfolio and where such divestitures can generate capacity for strategic investments and initiatives that further optimize our portfolio, and by paying dividends and/or repurchasing shares. At any given time, and from time to time, we may be evaluating one or more of these opportunities, although we cannot assure you if or when we will consummate any such transactions.

Our current cash balance, together with cash we expect to generate from future operations and borrowing capacity available under our revolving credit facility, is expected to be sufficient to finance our short- and long-term capital requirements, as well as to fund expected pension contributions.

We have available borrowing capacity of $800 million under a 5-year revolving credit facility (“Revolving Facility”) through March 2028 and a $300 million, 3-year term loan facility (“Term Facility”) through March 2026. At June 30, 2024, there was $247 million outstanding under the Term Facility and $130 million outstanding under the Revolving Facility. For more information regarding our borrowings under the Revolving Facility in connection with our acquisitions, see “Recent Transactions – “Acquisitions” above.

Operating Activities

Cash used for operating activities from continuing operations was $17.9 million in the first six months of 2024, as compared to $53.0 million during the same period last year. The decrease in cash used for operating activities from continuing operations was primarily driven by the $45.2 million increase in net income from continuing operations adjusted for the exclusion of non-cash items, partially offset by an increase in working capital investments of $3.1 million, primarily due to changes in accounts payable and accrued liabilities, driven by the timing of payments.

Investing Activities

Cash flows relating to investing activities from continuing operations consist primarily of cash used for capital expenditures and acquisitions of businesses. Cash used for investing activities from continuing operations was $177.1 million in the first six of 2024, as compared to $20.8 million in the comparable period of 2023. The increase in cash used for investing activities is primarily related to the acquisition of Vian for $102.5 million and the acquisition of CyroWorks for $60.7 million.

Financing Activities

Financing cash flows consist primarily of dividend payments to shareholders, repayments of indebtedness, proceeds from our Credit Facilities and proceeds from the issuance of common stock in connection with employee stock plans. During the first six months of 2023, financing cash flows also includes activities associated with the distribution of Crane NXT, Co. in support of the Separation.

Cash provided by financing activities was $99.6 million during the first six months of 2024 compared to cash used for financing activities of $395.6 million in the comparable period of 2023. The increase in cash provided by financing activities was driven by:

• $578.1 million related to the Distribution of Crane NXT, Co. in the prior year;
• $13.4 million decrease in dividends paid, reflecting a lower dividend per share established on April 3, 2023 in connection with the Separation;
• $7.5 million decrease in payments for debt issuance costs; offset by
• $85.0 million decrease in net borrowings; and
• $18.8 million increase in payments for taxes related to net share settlements of equity awards, net of proceeds from stock options.

There have been no material changes in the information called for by this item since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2023.

Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the information is accumulated and communicated to the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that these controls are effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting. During the fiscal quarter ended June 30, 2024, there were no changes in the Company’s internal control over financial reporting, identified in connection with our evaluation thereof, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Information regarding risk factors appears in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.