CRANE CO /DE/
10-Q, 2000-08-14
LUMBER, PLYWOOD, MILLWORK & WOOD PANELS
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                                    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, 2000
                              -------------------------------------------------

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, 2000:

                 Common stock, $1.00 Par Value - 60,757,181 shares

<PAGE>
Part I - Financial Information

Item 1.  Financial Statements
<TABLE>

                           Crane Co. and Subsidiaries
                        Consolidated Statements of Income
                    (In Thousands, Except Per Share Amounts)

                                   (Unaudited)

<CAPTION>

                                        Three Months Ended       Six Months Ended
                                             June 30,                June 30,
                                           2000        1999        2000        1999
                                           ----        ----        ----        ----
<S>                                      <C>         <C>         <C>         <C>
Net Sales                                $387,853    $405,268    $771,660    $805,314

Operating Costs and Expenses:
  Cost of sales                           251,363     265,336     504,140     526,592
  Selling, general and
    administrative                         68,174      66,005     137,881     137,307
  Depreciation and amortization            13,459      16,386      26,738      31,020
                                          -------     -------     -------     -------
                                          332,996     347,727     668,759     694,919

Operating Profit                           54,857      57,541     102,901     110,395

Other Income (Expense):
  Interest income                             121       2,744         499       6,011
  Interest expense                         (5,616)     (7,384)    (11,641)    (15,272)
  Miscellaneous - net                      24,221       2,902      24,375       4,836
                                           ------      ------      ------      -------
                                           18,726      (1,738)     13,233      (4,425)

Income Before Taxes                        73,583      55,803     116,134     105,970

Provision for Income Taxes                 25,758      19,705      40,647      37,437
                                           ------      ------      ------      ------

Income from Continuing Operations          47,825      36,098      75,487      68,533

Income from Discontinued Operations          -          3,213        -          4,444
                                         --------    --------    --------      ------

Net Income                               $ 47,825    $ 39,311    $ 75,487    $ 72,977
                                         ========    ========    ========    ========


Basic Net Income Per Share:
Income from Continuing Operations            $.79        $.53       $1.23       $1.01
Income from Discontinued Operations           -           .05         -           .06
                                           ------      ------      ------      ------
Net Income                                   $.79        $.58       $1.23       $1.07
                                           ======      ======      ======      ======
Average Basic Shares Outstanding           60,703      67,890      61,262      68,090

Diluted Net Income Per Share:
Income from Continuing Operations            $.78        $.53       $1.22       $1.00
Income from Discontinued Operations           -           .04         -          . 06
                                           ------      ------     -------      ------
Net Income                                   $.78        $.57       $1.22       $1.06
                                           ======      ======     =======      ======
Average Diluted Shares Outstanding         61,341      68,511      61,733      68,702

Dividends Per Share                          $.10        $.10        $.10        $.10

                    See Notes to Consolidated Financial Statements

  </TABLE>

                                       -2-

<PAGE>
<TABLE>
Part I - Financial Information
Item 1. Financial Statements

                           Crane Co. and Subsidiaries
                            Consolidated Balance Sheets
                 (In Thousands, Except Share and Per Share Amounts)
                                   (Unaudited)

<CAPTION>

                                                        June 30,          December 31,
                                                  2000          1999          1999
                                                  ----          ----          ----
Assets

<S>                                              <C>           <C>           <C>
Current Assets

  Cash and cash equivalents                      $ 2,627       $ 7,329      $ 3,245

  Accounts receivable                            228,178       243,186      206,468

  Inventories:
    Finished goods                                96,820       113,221      107,006
    Finished parts and subassemblies              54,789        58,377       57,667
    Work in process                               26,808        31,265       23,471
    Raw materials                                 67,328        71,239       71,330
                                                 -------       -------      -------
                                                 245,745       274,102      259,474

  Net Assets of Discontinued Operations              -         141,301          -
  Other Current Assets                            39,678        40,811       35,973
                                                 -------       -------      -------

    Total Current Assets                         516,228       706,729      505,160

Property, Plant and Equipment:
  Cost                                           580,935       572,649      579,263
  Less accumulated depreciation                  333,546       312,426      322,614
                                                 -------       -------      -------
                                                 247,389       260,223      256,649

Other Assets                                      35,182        35,243       45,771

Intangibles                                       41,390        45,643       43,796
Cost in excess of net assets acquired            328,383       313,261      329,321
                                              ----------    ----------   ----------

                                              $1,168,572    $1,361,099   $1,180,697
                                              ==========    ==========   ==========

                   See Notes to Consolidated Financial Statements

</TABLE>

                                       -3-

<PAGE>
<TABLE>
Part I - Financial Information
Item 1. Financial Statements

                           Crane Co. and Subsidiaries
                            Consolidated Balance Sheets
                 (In Thousands, Except Share and Per Share Amounts)
                                   (Unaudited)

<CAPTION>

                                                              June 30,             December 31,
                                                         2000           1999          1999
                                                         ----           ----          ----
Liabilities and Shareholders Equity

<S>                                                     <C>           <C>            <C>
Current Liabilities

  Current maturities of long-term debt                   $  322         $  472        $  385
  Loans payable                                          10,303         39,385        13,271
  Accounts payable                                       93,416         93,976        87,611
  Accrued liabilities                                   109,840        115,974       116,098
  U.S. and foreign taxes on income                       35,469         19,777        16,150
                                                        -------        -------       -------
    Total Current Liabilities                           249,350        269,584       233,515

Long-Term Debt                                          249,963        317,533       286,772

Deferred Income Taxes                                    26,449         28,085        25,866

Other Liabilities                                        25,575         20,426        25,927

Accrued Postretirement Benefits                          30,851         32,161        31,709

Accrued Pension Liability                                 8,390          8,605         8,798

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                                        98,289         96,262        98,289
  Retained earnings                                     683,969        634,816       623,421
  Accumulated other comprehensive loss                  (28,545)       (22,237)      (22,481)
  Common stock held in treasury                        (248,145)       (96,562)     (203,545)
                                                       --------        -------      --------
    Total Common Shareholder's Equity                   577,994        684,705       568,110
                                                     ----------     ----------    ----------
                                                     $1,168,572     $1,361,099    $1,180,697
                                                     ==========     ==========    ==========

Common Stock Issued                                      72,426         72,426        72,426
Less Common Stock held in Treasury                      (11,669)        (4,513)       (9,624)
                                                        -------         ------        ------
Common Stock Outstanding                                 60,757         67,913        62,802
                                                        =======        =======        ======

                   See Notes to Consolidated Financial Statements

</TABLE>

                                       -4-

<PAGE>
<TABLE>
Part I - Financial Information (Cont'd.)
Item 1. Financial Statements

                           Crane Co. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In Thousands)
                                   (Unaudited)

<CAPTION>

                                                                  Six Months Ended
                                                                       June 30,
                                                                 2000       1999
                                                                 ----       ----
<S>                                                             <C>        <C>
Operating activities:
  Income from Continuing Operations                             $75,487     $68,533
  Gain on sale of investments                                   (28,418)     (2,583)
  Depreciation                                                   18,740      18,588
  Amortization                                                    7,998      12,432
  Deferred income taxes                                             418       2,856
  Cash provided by (used for) operating working capital          (1,344)     (2,896)
  Other                                                            (900)     (6,133)
                                                                 ------      ------
Total provided by Operating activities                           71,981      90,797
Investing activities:
  Capital expenditures                                          (12,785)    (13,558)
  Purchase of equity investment                                     -        (2,029)
  Sale of equity investment                                      45,556       5,361
  Payments for acquisitions                                      (8,500)        -
  Proceeds from divestitures                                        -           447
  Proceeds from disposition of capital assets                       389       6,137
                                                                 ------      ------
Total provided by (used for) Investing activities                24,660      (3,642)
Financing activities:
  Equity:
    Dividends paid                                              (12,201)    (13,595)
    Reacquisition of shares-open market                         (49,384)    (20,433)
    Reacquisition of shares-stock incentive programs             (3,710)       (745)
    Stock options exercised                                       8,105       5,418
                                                                -------     -------
      Net equity                                                (57,190)    (29,355)
  Debt
    Proceeds from issuance of long-term debt                     48,500     115,000
    Repayments of long-term debt                                (81,077)   (150,609)
    Net decrease in short-term debt                              (7,243)    (14,411)
                                                                --------    --------
      Net debt                                                  (39,820)    (50,020)
                                                                --------    --------
Total used for Financing activities                             (97,010)    (79,375)
Cash Used in Discontinued Operations                                -       (16,198)
Effect of exchange rate on cash and cash equivalents               (249)       (448)
                                                                  -----      ------
Decrease in cash and cash equivalents                              (618)     (8,866)
Cash and cash equivalents at beginning of period                  3,245      16,195
                                                                 ------      ------
Cash and cash equivalents at end of period                       $2,627      $7,329
                                                                 ======      ======
Detail of Cash Provided by (Used for) Operating Activities
  Working capital:
    Accounts receivable                                        $(25,085)    $(9,391)
    Inventories                                                   9,929      12,036
    Other current assets                                         (2,039)      3,518
    Accounts payable                                              7,518       7,332
    Accrued liabilities                                          (9,185)    (19,377)
    U.S. and foreign taxes on income                             17,518       2,986
                                                               ---------    -------
      Total                                                    $ (1,344)    $(2,896)
                                                               =========    ========

Supplemental disclosure of cash flow information:

  Interest paid                                                 $11,800     $16,238
  Income taxes paid                                              25,764      32,652

</TABLE>
                   See Notes to Consolidated Financial Statements
                                      -5-

<PAGE>
Part I - Financial Information (Cont'd.)

                Notes to Consolidated Financial Statements (Unaudited)

<TABLE>

1.   The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  reporting  and  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 period amounts have been  reclassified to conform
     to the 2000 presentation.

     The Company began reporting its former Huttig Building Products subsidiary,
     which was spun-off in December of 1999, as a discontinued  operation in the
     third quarter of 1999. In this accounting  treatment,  the total net assets
     of Huttig are shown on the  balance  sheet as "Net  Assets of  Discontinued
     Operations",  and on the  statement  of  operations  only the net income of
     Huttig is shown,  as "Income from  Discontinued  Operations".  Prior period
     amounts have been reclassified to conform to this treatment.

     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, 1999.

2.   Net Sales, gross profit and operating profit by segment are as follows:

<CAPTION>

                               Three Months Ended       Six Months Ended
                                    June 30,                June 30,
                                2000        1999        2000        1999
                                ----        ----        ----        ----
<S>                            <C>         <C>         <C>         <C>
(In Thousands)
Net Sales:
Engineered Materials          $ 92,422    $ 94,383    $189,640    $185,444
Merchandising                   57,026      50,662     113,403     100,947
Aerospace                       89,652      95,795     171,552     192,875
Fluid Handling                 116,960     131,632     234,518     260,949
Crane Controls                  32,600      30,986      64,223      61,146
Other                              -         3,125         -         6,520
Intersegment Elimination          (807)     (1,315)     (1,676)     (2,567)
                              --------    --------    --------    --------
          Total               $387,853    $405,268    $771,660    $805,314
                              ========    ========    ========    ========

Gross Profit:
Engineered Materials          $ 22,876    $ 24,783    $ 48,889    $ 48,010
Merchandising                   19,818      20,533      39,772      39,271
Aerospace                       42,785      44,257      75,704      90,017
Fluid Handling                  28,990      26,567      58,180      54,556
Crane Controls                   9,174      10,725      19,082      20,725
Other                              -           673         -         1,137
Corporate                           29        (273)         (7)       (263)
                              --------    --------    --------    --------
          Total               $123,672    $127,265    $241,620    $253,453
                              ========    ========    ========    ========
</TABLE>

                                       -6-

<PAGE>
Part I - Financial Information (Cont'd.)

                Notes to Consolidated Financial Statements (Unaudited)
<TABLE>
<CAPTION>

                               Three Months Ended       Six Months Ended
                                    June 30,                June 30,
                                2000        1999        2000        1999
                                ----        ----        ----        ----
<S>                             <C>         <C>         <C>         <C>
(In Thousands)
Operating Profit (Loss):
Engineered Materials           $14,505     $16,633    $ 31,482    $ 31,291
Merchandising                    8,914      11,274      18,566      20,780
Aerospace                       25,503      27,677      42,223      54,920
Fluid Handling                   9,476       4,482      17,498      10,050
Crane Controls                    (471)      1,227        (296)      1,811
Other                              -          (134)        -          (279)
Corporate                       (3,081)     (3,524)     (6,527)     (8,077)
Intersegment Elimination            11         (94)        (45)       (101)
                               -------     -------    --------    --------
          Total                $54,857     $57,541    $102,901    $110,395
                               =======     =======    ========    ========
</TABLE>

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 $22.3  million at June 30, 2000,  $27.1 million at June
      30, 1999, and $23.1 million at December 31, 1999.

4.   Intangibles

     Intangible  assets  are  amortized  on a  straight-line  basis  over  their
      estimated useful lives, which range from five to twenty years. Accumulated
      amortization was $23.9 million at June 30, 2000, $20.4 million at June 30,
      1999 and $22.0 million at December 31, 1999

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  $68.4
      million at June 30, 2000, $52.5 million at June 30, 1999 and $60.1 million
      at  December  31,  1999.  In  March of 2000,  Streamware  Corporation  was
      acquired. The cost in excess of net assets resulting from this acquisition
      will be amortized over 15 years using the straight-line method.

6.   Miscellaneous Net

     Included in this caption is a pre-tax gain from the sale of  investments of
      $28.4 million.

7.   Total  comprehensive  income for the three and six-month periods ended June
     30, 2000 and 1999 was as follows:
<TABLE>
<CAPTION>

(In thousands)                              Three Months Ended     Six Months Ended
                                                 June 30,              June 30,
                                                2000       1999       2000       1999
                                                ----       ----       ----       ----
<S>                                          <C>        <C>        <C>        <C>
Net Income                                    $47,825    $39,311    $75,487    $72,977
Foreign currency translation adjustments       (3,359)    (1,064)    (6,064)    (4,201)
                                              -------    -------    -------    -------
Comprehensive Income                          $44,466    $38,247    $69,423    $68,776
                                              =======    =======    =======    =======
</TABLE>

                                       -7-

<PAGE>
Part I - Financial Information (Cont'd.)

                Notes to Consolidated Financial Statements (Unaudited)

8.   Special Charges

      The  pre-tax   special  charges  of  $35.0  million  taken  in  1999  were
      principally  for a series  of  actions  to reduce  the fixed  cost base in
      Engineered Materials, Aerospace, Fluid Handling and Controls by closing or
      consolidating facilities,  reducing staff, rationalizing product lines and
      for other unusual items. In total, five manufacturing facilities have been
      closed or ceased  production.  A summary of the liability balance included
      in accrued liabilities relating to severance and facility closure costs at
      June 30, 2000 is as follows:

<TABLE>
<CAPTION>

                                             Liability                   Liability
                                             Balance at                  Balance at
                                            December 31,                  June 30,
(In thousands)                                  1999       Deductions       2000
                                                ----                        ----
<S>                                        <C>              <C>            <C>
Severance costs                             $1,327         $1,093           $234
Facility closure costs                       1,695          1,460            235
                                            ------         ------           ----
Total                                       $3,022         $2,553           $469
                                            ======         ======           ====
</TABLE>

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, 2000


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  10-Q,  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, 1999 filed
with the Securities and Exchange Commission

Results from Operations

Second Quarter of 2000 Compared to Second Quarter of 1999

Income from continuing operations for the quarter was $47.8 million, or $.78 per
diluted  share  outstanding,  compared with $36.1  million,  or $.53 per diluted
share outstanding, for the second quarter of 1999. During the second quarters of
2000  and  1999,   non-operating   gains  from  the  sale  of  investments   and
non-operating expenses accounted for $.26 per diluted share and $.03 per diluted
share,  respectively.  Excluding these non-operating items, earnings per diluted
share increased to $.52 in the second quarter of 2000 compared with $.50 for the
second  quarter  of 1999.  Operating  profit for the  second  quarter  was $54.9
million  on sales of $387.9  million  compared  with  $57.5  million on sales of
$405.3  million in 1999.  Operating  profit  margins  were 14.1% for the quarter
compared with 14.2% in the second quarter 1999.

                                       -8-

<PAGE>
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, 2000


Engineered  Materials sales  decreased by $2.0 million,  or 2%, to $92.4 million
for the second quarter of 2000 compared with the second  quarter of 1999.  Gross
profit  decreased  8% to $22.9  million  versus the  quarter in 1999.  Operating
profit  decreased  $2.1  million,  or 13%, to $14.5  million.  Operating  profit
margins  for the  segment  declined to 15.7%  compared  with 17.6% in 1999.  The
decrease in this  segment's  results  was  primarily  driven by  Kemlite,  which
experienced  a sales  decline of $ 2.2 million,  or 4%, to $59.3  million and an
operating  profit  decline of $2.0  million,  or 15%,  to $11.5  million for the
quarter compared with the second quarter of 1999. Kemlite was adversely affected
by the decline in the  transportation  market,  increased raw material costs and
certain operating inefficiencies.

Merchandising  Systems sales increased by $6.4 million, or 13%, to $57.0 million
for the second quarter of 2000 compared with the second  quarter of 1999.  Gross
profit for the quarter decreased 3% to $19.8 million compared to 1999. Operating
profit decreased $2.4 million, or 21%, to $8.9 million. Operating profit margins
for the  segment  were  15.6% in 2000  compared  with  22.3%  in 1999.  National
Vendors' sales increased $8.3 million,  or 22%, to $47.1 million,  with the 1999
Stentorfield  acquisition  contributing  $7.0  million  and the 2000  Streamware
acquisition  contributing  $.5  million  of  this  increase.  National  Vendors'
operating profit decreased $2.0 million, or 23%, to $6.7 million.  This negative
comparison of operating  profit was  primarily  due to a $1.3 million  favorable
court  decision in the U.K. last year and our  investment in  Streamware,  which
incurred an  operating  loss of $.6 million  during the second  quarter of 2000.
NRI's sales  decreased by $2.0  million,  or 16%, to $9.9 million and  operating
profit  decreased $.3 million,  or 13%, to $2.3 million due to unfavorable  U.S.
dollar-to-Euro  exchange rates,  which more than offset  continued  shipments of
higher-margin changer units and material cost-saving initiatives.

Aerospace  sales  decreased  by $6.1  million,  or 6%, to $89.7  million for the
second quarter of 2000 versus the second quarter of 1999. Gross profit decreased
3% to $42.8  million  during the  second  quarter  of 2000  compared  with 1999.
Operating  profit  decreased $2.2 million,  or 8%, to $25.5  million.  Operating
profit margins for the segment were 28.4%  compared with 28.9% in 1999.  Results
were  affected  by lower sales  volume in the  commercial  aerospace  market and
Interpoint's  standard power and custom markets.  This segment  recorded a $49.2
million  increase in order backlog from  December 31, 1999,  to $281.8  million,
suggesting  some  stabilization  of the  aerospace  markets  served.  Interpoint
contributed  $16.5 million of the increase,  having been selected during June to
provide power converters for a leading fiber optics Company.  ELDEC  contributed
$28.5 million of the increase.

Fluid Handling  sales declined $14.7 million,  or 11%, to $117.0 million for the
second  quarter of 2000 compared with the second  quarter of 1999.  Gross profit
increased 9% to $29.0 million during the quarter versus 1999.  Operating  profit
increased  $5.0  million,  or 111%,  to $9.5 million in 2000.  Operating  profit
margins for the segment improved to 8.1% compared with 3.4% in 1999. Four of the
five businesses reported higher profits and all five reported improved operating
margins.  Commercial  Valves'  operating profit improved by $3.9 million to $1.5
million  on a  $5.7  million,  or a  19%,  sales  reduction  to  $24.7  million.
Engineered  Valves' operating profit increased $1.0 million to $1.9 million on a
$2.0  million  decrease  in sales to $25.0  million as the  result of  increased
shipments of high-margin pressure-seal valves to the power generation market and
from the closure of a steel valve facility in the U.K.

                                       -9-

<PAGE>
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, 2000


Controls sales  increased  $1.6 million,  or 5%, to $32.6 million for the second
quarter of 2000 compared with the second quarter of 1999. Gross profit decreased
14% to $9.2 million compared with 1999.  Operating profit decreased $1.7 million
to a $.5 million loss.  Operating  profit (loss) margins were (1.4%) versus 4.0%
in 1999.  Production problems caused by the integration of Ferguson's Greenwood,
Mississippi  production  into  its St.  Louis,  Missouri  facility  resulted  in
Ferguson's operating profit decreasing $1.4 million on a $.7 million increase in
sales. Results were mixed in the other businesses in this segment,  resulting in
a $.9 million increase in sales and a $.3 million decrease in operating profit.

Sale of Investments

In May 2000,  Crane Co. sold its interest in Powec AS, a Norwegian  manufacturer
of power supplies for the  telecommunications  industry,  as well as its related
United States telecommunications power supply product line, for $45.6 million.



Item 2.        Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                         Six Months Ended June 30, 2000


Six Months Ended June 30, 2000 Compared to Six Months Ended June 30,1999

For the six months ended June 30, 2000,  income from  continuing  operations was
$75.5  million,  or $1.22 per diluted  share  outstanding,  compared  with $68.5
million,  or $1.00 per diluted  share  outstanding,  for the first half of 1999.
During  the  six  month   periods  ended  June  30,  2000  and  June  30,  1999,
non-operating  gains from the sale of  investments  and  non-operating  expenses
accounted for $.26 per diluted share and $.03 per diluted  share,  respectively.
Excluding  these  non-operating  items,  earnings  per  diluted  share were $.96
compared with $.97 for the six months ended June 30, 1999.  Operating profit for
the six months ended June 30, 2000 was $102.9 million on sales of $771.7 million
compared  with  $110.4  million on sales of $805.3  million  in 1999.  Operating
profit  margins for the six months ended June 30, 2000 were 13.3%  compared with
13.7% for the six months ended June 30, 1999.

Order  backlog at June 30,  2000 was $431.2  million,  an increase of 12.8% from
year-end  December 31, 1999.  Orders  continued to increase,  improving by $30.9
million,  or 8%, to $408.7 million during the quarter over the same  three-month
period a year ago.

Net sales from domestic  businesses were 75% of total net sales in 2000 compared
with 74% in the same six-month  period of 1999.  Operating  profit from domestic
businesses  was 89%  and 91% of  total  operating  profit  for  2000  and  1999,
respectively.  Operating  margins  for  domestic  businesses  were 15.9% in 2000
compared with 16.8% in 1999.  Operating  margins for non-US businesses were 6.0%
in 2000 versus 4.6% in 1999.

                                      -10-

<PAGE>
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, 2000


Engineered  Materials  sales  increased by 2%, or $4.2 million to $189.6 million
versus the same  six-month  period in 1999.  Gross profit  increased 2% to $48.9
million for the six-month period compared with 1999.  Operating profit increased
1%,  or $.2  million,  to  $31.5  million.  Operating  margins  for the  segment
decreased to 16.6% of sales  compared to 16.9% in 1999 as higher  material costs
at Plumbing and Kemlite  partially  offset  improvement in operating  margins at
Cortec and  Resistoflex.  Order  backlog  decreased  26% to $18.4  million  from
December 31, 1999.

Merchandising  Systems sales increased 12%, or $12.5 million,  to $113.4 million
for the six-month  period  compared  with the same period in 1999.  Gross profit
increased 1% to $39.8 million versus 1999.  Operating  profit  decreased 11%, or
$2.2 million,  to $18.6  million.  Operating  profit  margins were 16.4% in 2000
compared  with 20.6% in 1999,  primarily  due to a brief strike during the first
quarter at National Vendors' St. Louis facility,  lower results in England and a
favorable legal settlement of $1.3 million in 1999. In addition,  results in the
first half of 2000 include costs  related to National  Vendors'  acquisition  of
Streamware  Corporation in late March.  National  Vendors sales  increased $15.8
million,  with the 1999 Stentorfield  acquisition  contributing $12.9 million of
the  sales  increase.  NRI  sales  decreased  14%,  or $3.3  million,  due to an
unfavorable  U.S. dollar to Euro exchange rate, but operating  profit  increased
1%, or $.1 million,  due to continued  shipments of higher-margin  changer units
and material  cost-saving  initiatives.  Order backlog increased $1.5 million to
$19.8 million from December 31,1999.

Aerospace  sales  decreased by 11%, or $21.3 million to $171.6 million  compared
with 1999. Gross profit decreased 16% to $75.7 million versus the same six-month
period of 1999.  Operating  profit  decreased  23%, or $12.7  million,  to $42.2
million.  Operating  profit margins were 24.6% compared to 28.5% in 1999.  Sales
were lower due to a slowdown in the commercial  transport  aerospace market that
began in the  second  half of 1999 and lower  shipments  of  standard  power and
custom  products at  Interpoint.  Operating  profit at ELDEC and  Hydro-Aire was
negatively  impacted by lower  commercial OEM and  aftermarket  spares  revenues
while  Interpoint's  operating  profit declined  compared with 1999 due to lower
revenues.  Order backlog increased $49.2 million to $281.8 million from December
31,1999.

Fluid Handling  sales declined 10%, or $26.4 million,  to $234.5 million for the
six month period compared with the same period in 1999.  Gross profit  increased
7% to $58.2  million  versus  1999.  Operating  profit  increased  74%,  or $7.4
million, to $17.5 million in 2000. Operating margins for the segment improved to
7.5% of sales  compared  to 3.9% in 1999.  Commercial  Valves  operating  profit
improved by $6.8  million on a 13%, or $7.8  million,  sales  reduction  as this
business  returned to profitability  and operating margins improved to 5.1%. The
sales decline  resulted  principally  from  increased  discipline in pricing and
order acceptance.  Pumps sales increased by $2.1 million, resulting in increased
operating profit of $.9 million, while Crane Supply's operating profit increased
by 22%, or $.8  million,  on a 3% decrease  in sales,  due to improved  shipping
margins. Valve Services shipments decreased by $8.9 million and operating profit
decreased by $.1 million.  Engineered  Valves  operating  profit  decreased  $.8
million  on a $9.9  million  decrease  in sales  as the  result  of lower  valve
shipments to the marine and oil and gas markets.  This was  partially  offset by
higher shipments of Pressure Seal valves to the power generation  market and the
closure of the Triangle Steel facility in the U.K.  Overall Fluid Handling order
backlog increased by $5.0

                                      -11-

<PAGE>
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, 2000


million to $83.3 million from December  31,1999,  led by continued strong demand
from the power generation industry and the improving marine market.

Controls  sales  increased  5%, or $3.1  million,  to $64.2  million for the six
months  ended  June 30,  2000  versus  the same  period  in 1999.  Gross  profit
decreased  8% to $19.1  million in 2000  compared  with 1999.  Operating  profit
decreased  $2.1 million,  or 116%, to a loss of $.3 million.  Dynalco and Azonix
achieved  higher  operating  profit,  which was more than  offset by declines at
Ferguson  resulting from  production  problems  caused by the integration of its
Greenwood,  Mississippi production into its St. Louis facility, and at Barksdale
and Powers  Process.  Operating  profit (loss) margins  declined to (.5%) versus
3.0% in 1999.  Order  backlog  decreased  by $.4 million to $27.9  million  from
December 31,1999.


Liquidity and Capital Resources

For the  six-month  period  ended June 30,  2000,  the Company  generated  $72.0
million of cash from operating activities,  compared with $90.8 million in 1999.
Net debt  totaled  30.9% of capital at June 30, 2000  compared to 33.8% in 1999.
The current ratio was 2.1 with working capital  totaling $266.9 million compared
to 2.6 and $437.1  million at June 30, 1999. The Company had unused credit lines
of $454.3 million at June 30, 2000.

The Company's cash flows and earnings are subject to  fluctuations  from changes
in interest rates and foreign  currency  exchange rates. The Company manages its
exposures to these  market risks  through  internally  established  policies and
procedures and, when deemed  appropriate,  through the use of interest rate swap
agreements and forward exchange contracts. Of the $250 million in long-term debt
outstanding at June 30, 2000,  79.4% was at fixed rates of interest ranging from
6.75% to  8.50%.  At June 30,  2000,  no  interest  rate  swap  agreements  were
outstanding and the amounts  outstanding for forward exchange contracts were not
material.  The  Company  does not  enter  into  derivatives  or other  financial
instruments for trading or speculative purposes.


New Accounting Pronouncements

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin  No. 101 ("SAB  101"),  "Revenue  Recognition  in Financial
Statements". SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
On June  26,  2000,  the SEC  issued  SAB 101B to defer  the  effective  date of
implementation  of SAB 101 until no later  than the  fourth  fiscal  quarter  of
fiscal years beginning after December 31, 1999. The Company is required to adopt
SAB 101 by December  31,  2000.  The Company does not expect the adoption of SAB
101 to have a material impact on the consolidated financial statements.

                                      -12-

<PAGE>
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, 1999.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

Exhibit 27.  Article 5 of Regulation  S-X Financial  Data Schedule for the first
quarter.

                                      -13-

<PAGE>
                                   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 14, 2000                           By       /s/ M. L. Raithel
                                                        -----------------
                                                       M. L. Raithel
                                                  Vice President and Chief
                                                      Financial Officer


Date August 14, 2000                           By       /s/ T. M. Noonan
                                                        ----------------
                                                       T. M. Noonan
                                                  Vice President, Controller
                                                     and Chief Tax Officer




                                      -14-


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