Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K.
Crane Company has delivered innovation and technology-led solutions for customers since its founding in 1855. Today, Crane is a leading manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets. The Company has two reporting segments: Aerospace & Electronics and Process Flow Technologies.
Our strategy is to grow earnings and cash flow by focusing on the development and manufacturing of highly engineered industrial products for specific markets where our scale is a relative advantage, and where we can compete based on our proprietary and differentiated technology, our deep vertical expertise, and our responsiveness to unique and diverse customer needs. We continuously evaluate our portfolio, pursue acquisitions that complement our existing businesses and are accretive to our growth profile, selectively divest businesses where appropriate, and pursue internal mergers to improve efficiency. We strive to foster a performance-based culture focused on productivity and continuous improvement, to attract and retain a committed management team whose interests are directly aligned with those of our shareholders, and to maintain a focused, efficient corporate structure.
We will continue to execute this strategy while remaining committed to the values of our founder, R.T. Crane, who resolved to conduct business "in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees; and to put my whole mind upon the business."
References to changes in “core sales” or “core growth” in this report include sales and the change in sales excluding the impact of foreign currency translation as well as acquisitions and divestitures from closing up to the first anniversary, of such acquisitions or divestitures.
Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.
Recent Events and Transactions
Divestiture of Engineered Materials
Effective on January 1, 2025, the Company completed the sale of the Engineered Materials segment to KPS Capital Partners, L.P (“KPS”) for approximately $208.0 million, on a cash-free and debt-free basis. We determined that the Engineered Materials segment met the criteria of being reported as a discontinued operation as of December 31, 2024. As a result, the related assets, liabilities and operating results of Engineered Materials are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Throughout this Annual Report on Form 10-K, unless otherwise indicated, amounts and activity are presented on a continuing operations basis. See Item 8 under Note 3, “Discontinued Operations,” in the Notes to Consolidated Financial Statements for additional detail.
Marion Site Hurricane Damage and Recovery
In September 2024, our manufacturing site in Marion, North Carolina was directly affected by flooding from Hurricane Helene. Our insurance generally covers the repair or replacement of assets that suffered damage or loss and also provides business interruption coverage, including lost profits, and reimbursement for other expenses and costs that have been incurred relating to the damages and losses suffered. The recovery related to business interruption will be recognized when realized and received. We are working with our insurance carrier to assess the damage and ascertain the amount of insurance recoveries due to us as a result of the damage and loss we incurred, as such the timing of insurance proceeds may lag behind actual losses incurred.
For the year ended December 31, 2024, we incurred losses and expenses of $23.3 million related to damages caused by the hurricane, which included professional fees to restore and maintain the site and the write-off of damaged property, equipment and inventory. For the year ended December 31, 2024 we have received insurance recoveries of $20.0 million and have an insurance receivable of $2.8 million, which is net of the $0.5 million deductible. These costs and insurance recoveries are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.
Separation
On April 3, 2023, Crane Holdings, Co. completed the Separation into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company (the “Separation”). Crane Holdings, Co. was separated into two independent, publicly-traded companies in a transaction in which Crane Holdings, Co. retained its Payment & Merchandising Technologies segment (Crane NXT) and spun-off its Aerospace & Electronics, Process Flow Technologies and Engineered Materials segments to Crane Holdings, Co. stockholders (Crane Company).
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Acquisitions and Items Affecting Comparability of Reported Results
The comparability of our results for the years ended December 31, 2024, 2023 and 2022 is affected by the following significant items:
Acquisitions
On November 1, 2024, the Company completed the acquisition of Technifab Products, Inc. (“Technifab”). Technifab, is a leading provider of vacuum insulated pipe systems and valves for cryogenic applications. Technifab has been integrated into the Process Flow Technologies segment.
On May 1, 2024, the Company completed the acquisition of CryoWorks, Inc. (“CryoWorks”). CryoWorks, is a leading supplier of vacuum insulated pipe systems for cryogenic and hydrogen applications. CryoWorks has been integrated into the Process Flow Technologies segment.
On January 2, 2024, the Company completed the acquisition of Vian Enterprises, Inc. (“Vian”). Vian is 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. Vian has been integrated into the Aerospace & Electronics segment.
On October 4, 2023, the Company completed the acquisition of Baum lined piping GmbH (“BAUM”). BAUM is a German based company that designs, manufactures, and distributes lined piping products primarily focused on chemical and industrial end markets. BAUM is included in our Process Flow Technologies segment.
Divestiture of asbestos-related assets and liabilities
On August 12, 2022, we recognized a loss on the divestiture of asbestos-related assets and liabilities of $162.4 million. Please refer to item 8 under Note 13, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further discussion.
Sale of Crane Supply
On May 31, 2022, the Company divested its Crane Supply business. In connection with the divestiture, the Company recognized a total gain on sale of $232.5 million which is presented within Gain on sale of business on the Consolidated Statement of Operations.
Termination of Agreement to Sell Engineered Materials
In 2021, we entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A. de C.V. (“Verzatec”). In 2022, Verzatec terminated the sale agreement and paid $7.5 million to the Company in termination fees, which is presented within Miscellaneous income, net on the Consolidated Statements of Operations.
Restructuring and Related (Gains) Charges, net
In 2022, we recorded net pre-tax restructuring and related charges of $8.2 million primarily related to modest cost reduction efforts across our businesses in response to continued macroeconomic uncertainty. There were no new restructuring programs in 2024 and 2023.
Transaction Related Expenses
In 2024, we recorded pre-tax transaction related expenses of $8.4 million primarily related to the Vian, CryoWorks and Technifab acquisitions and the divestiture of the Engineered Materials segment.
In 2023, we recorded pre-tax transaction related expenses of $39.3 million primarily related to the separation.
In 2022, we recorded pre-tax transaction related expenses of $48.3 million most of which related to the planned separation, coupled with expenses associated with defeasing the asbestos liability and, to a lesser extent, divestiture costs related to the intended sale of Engineered Materials and the completed sale of Crane Supply.
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Results from Operations - For the Years ended December 31, 2024, 2023 and 2022
Net sales:
Sales growth:
Foreign exchange 2.9 0.2 % 0.5 — %
Operating profit:
Operating margin:
Process Flow Technologies 20.1 % 19.4 % 15.2 %
Total operating margin 16.7 % 13.4 % 0.3 %
(a) Variances designated as “NM” indicates such calculation is not meaningful.
(b) For the years ended December 31, 2024, 2023 and 2022, Corporate expense included transaction related expenses of $9.8 million, $41.5 million and $40.5 million, respectively.
(c) For the year ended December 31, 2022, Corporate expense included a $162.4 million loss on the divestiture of asbestos-related assets and liabilities.
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OVERALL
2024 compared with 2023
Sales increased by $269.1 million, or 14.5%, to $2,131.2 million in 2024. The year-over-year higher sales included:
•an increase in core sales of $156.0 million, or 8.4%, which was driven primarily by higher pricing and to a lesser extent higher volumes;
•an increase in sales related to the BAUM, Vian, CryoWorks, and Technifab acquisitions of 110.2 million, or 5.9%; and
•favorable foreign currency translation of 2.9 million, or 0.2%.
Cost of sales increased by $152.3 million, or 13.7%, to $1,263.4 million in 2024. The increase is primarily related to the impact from the BAUM, Vian, CryoWorks, and Technifab acquisitions of $90.5 million, or 8.1%, coupled with higher material, labor and other manufacturing costs of $60.5 million, or 5.4%, higher volumes of $24.8 million, or 2.2%, and unfavorable mix of $22.1 million, or 2.0%, partially offset by strong productivity gains of $46.6 million, or 4.2%.
Selling, general and administrative expenses increased by $11.4 million, or 2.3%, to $512.0 million in 2024, primarily driven by higher merit increases, investments in core businesses and the BAUM, Vian, CryoWorks, and Technifab acquisitions, partially offset by the absence of expenses related to the Separation.
Operating profit increased by $105.4 million, or 42.1%, to $355.8 million in 2024. The increase is primarily due to strong productivity gains of $51.0 million, or 20.4%, the absence of expenses related to the Separation and net higher pricing of $46.2 million, or 18.5%, coupled with higher volumes of $26.7 million, or 10.7%, partially offset by unfavorable mix of $22.0 million, or 8.8%.
2023 compared with 2022
Sales increased by $85.4 million, or 4.8%, to $1,862.1 million in 2023. The year-over-year higher sales included:
•an increase in core sales of $175.3 million, or 9.9%, which was driven primarily by higher pricing;
•an increase in sales related to the October 2023 acquisition of BAUM of $15.4 million, or 0.9%;
•favorable foreign currency translation of $0.5 million, and
•a decrease in sales related to the May 2022 divestiture Crane Supply of $105.8 million, or 6.0%.
Cost of sales decreased by $4.4 million, or 0.4%, to $1,111.1 million in 2023. The decrease is primarily related to the sale of Crane Supply of $66.1 million, or 5.9% and strong productivity gains of $34.7 million, or 3.1%, partially offset by an increase in material, labor and other manufacturing costs of $56.2 million, or 5.0%, unfavorable mix net of savings of $23.2 million, or 2.1% and higher volumes of $16.0 million, or 1.4%.
Selling, general and administrative expenses increased by $7.1 million, or 1.4%, to $500.6 million in 2023, reflecting an $17.8 million, or 3.6%, increase in administrative expenses primarily related to the Separation, partially offset by the net impact of the sale of Crane Supply $11.2 million, or 2.3%.
Operating profit increased by $245.1 million, to $250.4 million in 2023. The increase is primarily related to the absence of loss on divestiture of asbestos-related assets and liabilities of $162.4 million, an increase in core sales primarily driven by higher pricing net of inflation of $68.9 million and strong productivity of $38.9 million, partially offset by unfavorable mix of $27.4 million.
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Comprehensive income
Net income attributable to common shareholders $ 294.7 $ 255.9 $ 401.1
Other comprehensive income (loss), net of tax
Currency translation adjustment (30.6) 20.7 (93.3)
Other comprehensive income (loss), net of tax (4.1) 30.7 (63.3)
Less: Noncontrolling interests in comprehensive income (0.2) (0.1) (0.2)
Comprehensive income attributable to common shareholders $ 290.8 $ 286.7 $ 338.0
For the year ended December 31, 2024, comprehensive income before allocation to noncontrolling interests was $290.6 million compared to $286.6 million in 2023. The $4.0 million increase was primarily driven by $38.8 million of higher net income before allocation to noncontrolling interests, a $16.5 million increase primarily related to changes in pension discount rates and a $51.3 million unfavorable impact of foreign currency translation adjustments, primarily related to the British pound and euro.
For the year ended December 31, 2023, comprehensive income before allocation to noncontrolling interests was $286.6 million compared to $337.8 million in 2022. The $51.2 million decrease was primarily driven by $145.2 million of lower net income before allocation to noncontrolling interests which reflects the 2022 gain on sale of Crane Supply of $232.5 million, a $20.0 million decrease primarily related to changes in pension discount rates and a $114.0 million favorable impact of foreign currency translation adjustments, primarily related to the British pound and euro.
AEROSPACE & ELECTRONICS
Net sales by product line:
2024 compared to 2023
Aerospace & Electronics sales increased $143.4 million, or 18.2%, to $932.7 million in 2024, primarily due to higher volumes and pricing of $102.7 million, or 13.0%, and the impact of Vian acquisition of $40.6 million, or 5.1%. The commercial market and military market accounted for 61% and 39%, respectively, of total segment sales in 2024. Sales to OEM and aftermarket customers in 2024 were 67% and 33% of total segment sales, respectively.
•Sales of Commercial Original Equipment increased by $58.0 million, or 19.9%, to $349.4 million in 2024, primarily reflecting strong demand from aircraft manufacturers and the impact of the Vian acquisition.
•Sales of Military Original Equipment increased by $20.7 million, or 8.2%, to $273.1 million in 2024, primarily reflecting strong demand from defense and space customers and the impact of the Vian acquisition.
•Sales of Commercial Aftermarket Products increased by $38.3 million, or 21.3%, to $218.5 million in 2024, primarily reflecting continued strong demand from airlines due to improving air traffic volumes.
•Sales of Military Aftermarket Products increased by $26.4 million, or 40.4%, to $91.7 million in 2024, reflecting stronger demand for military products, partly in response to heightened geopolitical tensions globally.
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Cost of sales increased $79.2 million, or 16.0%, to $574.4 million in 2024 compared to 2023, primarily reflecting higher material, labor and other manufacturing costs of $40.0 million, or 8.1%, the impact from the Vian acquisition of $38.1 million, or 7.7%, increased volumes of $25.1 million, or 5.1%, partially offset by productivity gains of $20.3 million, or 4.1%, and favorable mix of $3.8 million, or 0.8%.
Selling, general and administrative expense increased by $14.2 million, or 10.5%, to $149.3 million in 2024, primarily related to higher selling and administrative costs of $19.2 million, or 14.2%, offset by lower engineering costs of $5.0 million, or 3.7%.
Operating profit increased $50.0 million, or 31.4%, to $209.0 million in 2024, the increase primarily reflected the impact from higher volumes of $29.3 million, or 18.4%, coupled with productivity gains of $22.7 million, or 14.3%, partially offset by higher material, labor and other manufacturing costs net of higher pricing of $5.0 million, or 3.1%.
2023 compared to 2022
Aerospace & Electronics sales increased $122.0 million, or 18.3%, to $789.3 million in 2023 primarily due to higher volumes and strong pricing. The commercial market and military market accounted for 60% and 40%, respectively, of total segment sales in 2023. Sales to OEM and aftermarket customers in 2023 were 69% and 31% of total segment sales, respectively.
•Sales of Commercial Original Equipment increased by $40.9 million, or 16.3%, to $291.4 million in 2023, reflecting strong demand from aircraft manufacturers as the industry aircraft build rates continue to recover from the COVID-19 related slowdown, partially offset by component availability constraints.
•Sales of Military Original Equipment increased by $21.2 million, or 9.2%, to $252.4 million in 2023, primarily reflecting strong demand from defense customers.
•Sales of Commercial Aftermarket Products increased by $50.9 million, or 39.4%, to $180.2 million in 2023, reflecting continued strong demand from the airlines due to improving air traffic and inventory restocking.
•Sales of Military Aftermarket Products increased by $9.0 million, or 16.0%, to $65.3 million in 2023, reflecting stronger demand from military customers.
Cost of sales increased $77.5 million, or 18.6%, to $495.2 million in 2023 compared to 2022, primarily reflecting $48.7 million, or 11.7%, of increased material, labor and other manufacturing costs, increased volumes of $29.3 million, or 7.0% and unfavorable mix of $10.1 million, or 2.4%, partially offset by $11.1 million, or 2.7% of productivity gains.
Selling, general and administrative expense increased by $5.8 million, or 4.5%, to $135.1 million in 2023, primarily reflecting higher engineering, administrative and selling costs of $12.9 million, or 10.0%, partially offset by restructuring savings of $5.1 million, or 4.0%, and productivity gains of $1.9 million, or 1.5%.
Operating profit increased $38.7 million, or 32.2%, to $159.0 million in 2023 compared to 2022, primarily reflecting the impact from higher volumes of $25.4 million, or 21.1%, coupled with higher pricing net of inflation, productivity gains and restructuring savings of $23.2 million, or 19.3%, partially offset by unfavorable mix of $10.1 million, or 8.4%.
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Process Flow Technologies
Net sales by product line:
2024 compared to 2023
Sales increased by 125.7 million, or 11.7%, to $1,198.5 million in 2024, primarily driven by the impact of the BAUM, CryoWorks, and Technifab acquisitions of $69.6 million, or 6.5%, higher core sales of $53.3 million, or 5.0%, primarily driven by higher pricing, and to a lesser extent by favorable foreign currency translation of $2.8 million, or 0.2%.
•Sales of Process Valves and Related Products increased by $102.0 million, or 12.6%, to $913.3 million in 2024, primarily driven by the impact of the BAUM, CryoWorks and Technifab acquisitions of $69.6 million, or 8.6%, and higher core sales of $33.4 million, or 4.1%, driven by higher pricing.
•Sales of Commercial Valves increased by $21.5 million, or 18.5%, to $137.9 million in 2024, primarily driven by increase in core sales of $17.5 million, or 15.0%, and favorable foreign currency translation of $4.0 million, or 3.4%, as the British pound strengthened against the U.S. dollar.
•Sales of Pumps and Systems increased by $2.2 million, or 1.5%, to $147.3 million in 2024, reflecting an increase in core sales primarily driven by higher pricing.
Cost of sales increased by $73.1 million, or 11.9%, to $689.0 million, primarily reflecting the impact of the BAUM, CryoWorks, and Technifab acquisitions of $52.4 million, or 8.5%, unfavorable mix of $25.9 million, or 4.2%, and higher material, labor and other manufacturing costs of $20.4 million, or 3.3%, partially offset by productivity gains of $26.3 million, or 4.3%.
Selling, general and administrative expense increased by $20.8 million, or 8.4%, to $269.2 million, primarily driven by the impact of the BAUM, CryoWorks, and Technifab acquisitions of $16.3 million, or 6.6%, and higher selling expenses net of productivity and cost savings of $4.4 million, or 1.8%.
Operating profit increased by 31.8 million, or 15.3%, to $240.3 million in 2024. The increase is primarily due to productivity gains of $28.3 million, or 13.6 %, and higher net pricing of $27.7 million, or 13.3%, partially offset by unfavorable mix of $25.9 million, or 12.4%.
2023 compared to 2022
Sales decreased by $36.6 million, or 3.3%, to $1,072.8 million in 2023, driven by the impact of the sale of Crane Supply of $105.8 million, or 9.5%, partially offset by the impact of the BAUM acquisition of $15.4 million or 1.4%, and higher core sales of $54.1 million, or 4.9%. Core sales growth was driven by higher pricing.
•Sales of Process Valves and Related Products increased by $61.5 million, or 8.2%, to $811.3 million in 2023. The increase reflected higher core sales of $46.0 million, or 6.1%, driven by higher pricing and the impact of the BAUM acquisition of $15.4 million, or 2.1%.
•Sales of Commercial Valves decreased by $115.8 million, or 49.9%, to $116.4 million in 2023, primarily driven by the impact of the divestiture of Crane Supply of $105.8 million, or 45.6%, and lower core sales of $10.1 million, or 4.3%, primarily as a result of lower sales in the Middle East.
•Sales of Pumps and Systems increased by $17.7 million, or 13.9%, to $145.1 million in 2023, reflecting an increase in core sales primarily driven by higher pricing and higher volumes across all key end markets.
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Cost of sales decreased by $81.9 million, or 11.7%, to $615.9 million, primarily related to the net impacts of the sale of Crane Supply and the BAUM acquisition of $66.1 million or 9.5%, productivity gains of $23.6 million, or 3.4%, lower volumes of $13.3 million, or 1.9%, offset by unfavorable mix of 17.3 million, or 2.5%, and modestly higher material, labor and other manufacturing costs of $7.3 million, or 1.0%.
Selling, general and administrative expense increased by $5.0 million, or 2.0%, to $248.4 million primarily related to higher administrative costs net of productivity savings, offset by the sale of Crane Supply.
Operating profit increased by $40.3 million, or 24.0%, to $208.5 million in 2023. The increase was primarily due to higher pricing net of inflation and productivity of $74.0 million, or 44.0%, partially offset by unfavorable mix of $17.3 million, or 10.3%, and the net impact from the sale of Crane Supply of $13.8 million, or 8.2%.
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CORPORATE
Loss on divestiture of asbestos-related assets and liabilities — — (162.4)
Total Corporate expense decreased by $23.6 million, or 20.2%, in 2024, primarily reflecting the absence of separation related expenses of $19.4 million or 16.6%.
Total Corporate expense decreased by $166.1 million, or 58.7%, in 2023, primarily related to the absence of the loss on divestiture of asbestos related assets and liabilities of $162.4 million, or 57.3%.
INTEREST AND MISCELLANEOUS INCOME, NET
Interest income $ 5.5 $ 5.1 $ 3.2
Gain on sale of business $ — $ — $ 232.5
Miscellaneous income, net $ 4.4 $ 0.3 $ 5.6
2024 compared to 2023
Interest expense increased by $4.5 million, or 19.8%, primarily due to incremental borrowings under the revolving credit facility during 2024 to fund acquisitions. Miscellaneous income, net, increased $4.1 million, primarily due to favorable settlements under the tax matters agreement resulting from the Separation.
2023 compared to 2022
Interest expense increased by $12.6 million, or 124.7%, primarily due to interest on the $300 million, 3-year term loan facility. Miscellaneous expense, net, decreased $5.3 million, or 94.6%, primarily reflecting the absence of the 2022 $7.5 million termination fee paid to the Company related to the termination of agreement to sell the Engineered Materials segment.
INCOME TAX
Provision for income taxes $ 70.3 $ 57.2 $ 70.1
Our effective tax rate is affected by a number of items, both recurring and discrete, including the amount of income we earn in different jurisdictions and their respective statutory tax rates, acquisitions and dispositions, changes in the valuation of our deferred tax assets and liabilities, changes in tax laws, regulations and accounting principles, the continued availability of statutory tax credits and deductions, and examinations initiated by tax authorities around the world. See "Application of Critical Accounting Policies" included later in this Item 7 for additional information about our provision for income taxes. A reconciliation of the statutory U.S. federal tax rate to our effective tax rate is set forth under Note 10, "Income Taxes" in the Notes to Consolidated Financial Statements.
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LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by (used for):
Operating activities from continuing operations $ 257.8 $ 162.1 $ (498.8)
Investing activities from continuing operations (230.0) (128.8) 288.4
Effect of exchange rates on cash and cash equivalents (11.3) 3.6 (39.4)
(Decrease) increase in cash and cash equivalents $ (21.4) $ (328.0) $ 179.0
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.
The Company raised the 2025 annual dividend by 12% to $0.92 per share.
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.
Operating Activities
Cash provided by operating activities from continuing operations, a key source of our liquidity, was $257.8 million in 2024, compared to $162.1 million in 2023. The increase in cash provided by operating activities from continuing operations was primarily driven by the $109.1 million increase in net income from continuing operations, adjusted for the exclusion of non-cash items.
Cash provided by operating activities from continuing operations was $162.1 million in 2023, compared to cash used for operating activities from continuing operations of $498.8 million in 2022. The increase in cash provided by operating activities from continuing operations was primarily driven by the $550.0 million payment in 2022 related to the divestiture of the asbestos-related assets and liabilities and, to a lesser extent, the $108.6 million increase in net income adjusted for the exclusion of non-cash items.
Investing Activities
Cash flows relating to investing activities from continuing operations consist primarily of cash used for capital expenditures, acquisitions of businesses and cash provided by divestitures of businesses or assets. Cash used for investing activities from continuing operations was $230.0 million in 2024, compared to $128.8 million in 2023. The increase in cash used for investing activities is primarily related to the acquisition of Vian for $99.5 million, the acquisition of CryoWorks for $59.1 million and the acquisition of Technifab for $38.8 million, partially offset by the 2023 acquisition of BAUM for $90.5 million.
Cash used for investing activities from continuing operations was $128.8 million in 2023, compared to cash provided by investing activities from continuing operations of $288.4 million in 2022. The increase in cash used for investing activities is primarily related to the absence of $318.1 million in proceeds from the sale of Crane Supply in 2022, the acquisition of BAUM for $90.5 million and higher capital expenditures of $5.7 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 year 2023, financing cash flows also includes activities associated with the distribution of Crane NXT, Co. in support of the Separation.
Cash used by financing activities was $49.7 million in 2024, compared to $423.2 million in 2023. The decrease in cash used for financing activities was driven by:
•$578.1 million related to the Distribution of Crane NXT, Co. in the prior year;
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•$10.4 million decrease in dividends paid, reflecting a lower dividend per share established on April 3, 2023 in connection with the Separation;
•$9.0 million decrease in payments for debt issuance costs; offset by
•$201.3 million decrease in net borrowings; and
•$22.7 million increase in payments for taxes related to net share settlements of equity awards, net of proceeds from stock options.
Cash used for financing activities was $423.2 million in 2023, compared to cash provided by financing activities of $106.0 million in 2022. Cash used for financing activities in 2023 was driven by:
•$578.1 million of distribution cash outflows, which was comprised of the $275 million dividend to Crane NXT, Co. and $303.1 million in cash balances at the Crane NXT businesses at time of Separation;
•$400.0 million repayment of the 364-Day Credit Agreement; and
•$50.6 million in prepayments on the 3-year term loan facility.
The above uses were primarily funded by $650 million in proceeds from the term loan facilities, comprised of a $350 million term loan issued to Crane NXT, Co. (discontinued operations) and the $300 million term loan issued to Crane Company.
Financing Arrangements
Total net debt was $247.0 million and $248.5 million as of December 31, 2024 and 2023, respectively.
As of December 31, 2024, our total debt to total capitalization ratio was 13.1%, computed as follows:
(in millions)
Total indebtedness to capitalization 13.1 %
See Item 8 under Note 14, “Financing,” in the Notes to Consolidated Financial Statements for details regarding our financing arrangements.
Credit Ratings
As of December 31, 2024, we have not sought a rating from the credit agencies, and we have no immediate plans to do so. Although the Company is currently unrated, we believe that we have adequate access to capital through the bank market and our current Revolving Credit Facility.
Contractual Obligations
Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our short-term and long-term debt agreements and rent payments required under operating lease agreements from continuing operations. The following table summarizes our fixed cash obligations as of December 31, 2024:
Payment due by Period
Debt (a) $ 247.5 $ — $ 247.5 $ — $ — $ — $ —
(a) Debt includes scheduled principal payments.
(b) Pension benefits are primarily funded by the respective pension trusts. Pension benefits are included through 2035.
(c) As the timing of future cash outflows is uncertain, the following long-term liabilities (and related balances) are excluded from the above table: long-term environmental liability of $8.6 million, gross unrecognized tax benefits of $8.4 million and related gross interest and penalties of $2.7 million.
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OUTLOOK - CONTINUING OPERATIONS
Overall
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 2025, we expect a total year-over-year sales increase of approximately 5%, driven by approximately 4% to 6% core growth, and an acquisition benefit of approximately 1% to 2%, partially offset by an approximate 1% headwind from foreign exchange. We expect an improvement in operating profit driven primarily by productivity benefits, operating leverages on higher volumes, lower transaction related expenses, higher pricing net of inflation and contributions from the Technifab and CryoWorks acquisitions, partially offset by unfavorable mix mainly in our Aerospace & Electronics segment (discussed below).
Aerospace & Electronics
In 2025, we expect Aerospace & Electronics sales to increase in the high single-digit range compared to 2024. We expect a substantial improvement in our commercial OEM business driven by higher aircraft build rates, and our military OEM business driven by continued global geopolitical uncertainty which is driving increased demand. We expect growth in our commercial and military aftermarket businesses driven by continued high utilization of aircraft, but at decelerating rates compared to 2023 and 2024 due to increasingly challenging year-over-year comparisons. We expect segment operating profit and operating margin to increase compared to 2024 driven primarily by productivity benefits and the impact of operating leverage on higher volumes, partially offset by unfavorable mix as we expect higher growth in OEM shipments compared to the higher profit aftermarket product shipments.
Process Flow Technologies
In 2025, we expect Process Flow Technologies sales to increase approximately 4% to 5% driven by low- to mid-single digit core
sales growth, a 2% to 3% contribution from the Technifab and CryoWorks acquisitions, partially offset by approximately 1% of
unfavorable foreign exchange.
We expect Process Valves and Related Products sales to increase in the mid-single digit range compared to 2024, driven by contributions from the Technifab and CryoWorks acquisitions, as well as demand in the Chemical, Pharmaceutical, Industrial and Cryogenic markets. We expect Commercial Valves sales to increase in the low- to mid-single digit range driven primarily by higher demand in the UK and Europe for water infrastructure, and we expect Pumps and Systems sales to increase in the mid-single digit range compared to 2024, driven by demand across the business’ end markets. We expect an improvement in segment operating profit and operating margin compared to 2024, driven primarily by strong productivity and higher pricing net of inflation.
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APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Certain accounting policies require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. The accounting estimates described below are those that most frequently require us to make estimates and judgments and, therefore, are critical to understanding our results of operations. We have discussed the development and selection of these accounting estimates and the related disclosures with the Audit Committee of our Board of Directors. Our significant accounting policies are more fully described in Item 8 under Note 1, “Nature of Operations and Significant Accounting Policies” in the Notes to Consolidated Financial Statements.
Revenue Recognition. We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract.
When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated monthly. In 2024, the Company recognized approximately $108.0 million in revenue over time related to contracts in progress as of December 31, 2024.
These estimates are subject to uncertainties and require judgment. Estimates of contract costs include labor hours and rates, and material costs. These estimates consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation and market rates. We update our estimates on a periodic basis and any revisions to such estimates are recorded in earnings in the period in which they are determined. Provisions for estimated losses, if any, on uncompleted long-term contracts, are made in the period in which such losses are determined. We do not believe that any discrete event or adjustment to an individual contract within the aggregate changes in contract estimates for 2024, 2023 or 2022 was material to the Consolidated Statement of Operations for such annual periods.
Income Taxes.We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”), which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.
Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in our judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to; (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.
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We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of the Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of the Consolidated Balance Sheets.
Goodwill and Other Intangible Assets. As of December 31, 2024, we had $661.6 million of goodwill and $159.9 million of net intangible assets, of which $21.4 million were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2023, we had $576.4 million of goodwill and $87.1 million of net intangible assets, of which $22.1 million were intangibles with indefinite useful lives, consisting of trade names.
Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Consolidated Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no events or circumstances which would more likely than not reduce the fair value of our reporting units below its carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2024, we had four reporting units. At December 31, 2024, Goodwill of $171.3 million related to the Engineered Materials reporting unit was classified as held for sale. Please refer to Note 3, “Discontinued Operations” in the Notes to Consolidated Financial Statements for further discussion.
When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.0% and 9.5% (a weighted average of 9.2%), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions.
There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. Furthermore, to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical, reasonably possible 10% decrease to the fair values of each reporting unit. The effects of this hypothetical 10% decrease would still result in a fair value calculation exceeding our carrying value for each of our reporting units. No impairment charges have been required during 2024, 2023 or 2022.
Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.
We review all our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for
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which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level. We believe there have been no events or circumstances which would more likely than not reduce the fair value of our indefinite-lived or definite-lived intangible assets below their carrying value. As of the last annual assessment, fair values have been substantially in excess of carrying values.
Environmental. For environmental matters, we record a liability for estimated remediation costs when it is probable that we will be responsible for such costs and they can be reasonably estimated. Generally, third party specialists assist in the estimation of remediation costs. The environmental remediation liability as of December 31, 2024 is substantially all for the former manufacturing site in Goodyear, Arizona (the "Goodyear Site"). Estimates of our environmental liabilities at the Goodyear Site are based on currently available facts, present laws and regulations and current technology available for remediation, and are recorded on an undiscounted basis. These estimates consider our prior experience in the Goodyear Site investigation and remediation, as well as available data from, and in consultation with, our environmental specialists. Estimates at the Goodyear Site are subject to significant uncertainties caused primarily by the dynamic nature of the Goodyear Site conditions, the range of remediation alternatives available, together with the corresponding estimates of cleanup methodology and costs, as well as ongoing, required regulatory approvals, primarily from the EPA. During the fourth quarter of 2019, we received conceptual agreement from the EPA on an alternative remediation strategy which is expected to further reduce the contaminant plume. Accordingly, we recorded a pre-tax charge of $18.9 million, net of reimbursements, to extend our forecast period through 2027 and reflect our revised workplan. The total estimated gross liability was $16.4 million and $20.7 million as of December 31, 2024 and 2023, respectively.
On July 31, 2006, we entered into a consent decree with the U.S. Department of Justice on behalf of the Department of Defense and the Department of Energy pursuant to which, among other things, the U.S. Government reimburses us for 21% of qualifying costs of investigation and remediation activities at the Goodyear Site. We have recorded a receivable of $3.0 million and $3.8 million for the expected reimbursements from the U.S. Government in respect of the aggregate liability as of December 31, 2024 and 2023, respectively.
Pension Plans. In the United States, we sponsor a defined benefit pension plan that covers approximately 13% of all U.S. employees. Effective January 1, 2013, pension eligible non-union employees no longer earn future benefits in the domestic defined benefit pension plan. The benefits are based on years of service and compensation on a final average pay basis, except for certain hourly employees where benefits are fixed per year of service. Charges to expense are based upon costs computed by an independent actuary. Contributions are intended to provide for future benefits earned to date. Additionally, a number of our non-U.S. subsidiaries sponsor defined benefit pension plans cover approximately 10% of all non-U.S. employees. The benefits are typically based upon years of service and compensation. Most of these plans are funded by company contributions to pension funds, which are held for the sole benefit of plan participants and beneficiaries.
The expected return on plan assets component of net periodic benefit cost is determined by applying the assumed expected return on plan assets to the fair value of plan assets. For one of the U.K. pension plans, a market-related value of assets is used in lieu of the fair value of plan assets for this purpose. The net actuarial loss (gain) is amortized to the extent that it exceeds 10% of the greater of the fair value of plan assets and the projected benefit obligation. The amortization period is the average life expectancy of plan participants for most plans. The amortization period for plans with a significant number of active participants accruing benefits is the average future working lifetime of plan participants. The prior service cost (credit) is amortized over the average future working lifetime of plan participants whose prior service benefits were changed.
The net periodic pension cost was $4.3 million and $11.2 million in 2024 and 2023, respectively, and net periodic pension benefit of $2.3 million in 2022. The net periodic pension cost decreased in 2024 compared to 2023, primarily driven by lower
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interest costs and curtailments for U.S. plans and higher expected return on assets for both U.S. and Non U.S. Plans. Employer cash contributions were $16.6 million, $18.1 million and $17.8 million in 2024, 2023 and 2022, respectively.
Holding all other factors constant, a decrease in the expected long-term rate of return on plan assets by 0.25 percentage points would have increased 2024 pension expense by $1.1 million for U.S. pension plans and $0.6 million for non-U.S. pension plans. Also, holding all other factors constant, a decrease in the discount rate used to determine net periodic pension cost by 0.25 percentage points would have increased 2024 pension expense by less than $0.1 million for U.S. pension plans and $0.1 million for non-U.S. pension plans.
Recent Accounting Pronouncements
Information regarding new accounting pronouncements is included in Item 8 under Note 1 to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our cash flows and earnings are subject to fluctuations from changes in interest rates and foreign currency exchange rates. We manage our 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. We do not enter into derivatives or other financial instruments for trading or speculative purposes.
Total net debt outstanding was $247.0 million as of December 31, 2024. Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to;
(a) adjusted term SOFR plus a credit spread adjustment of 0.10% for the applicable interest period plus a margin ranging from 1.50% to 2.25% or
(b) a base rate plus a margin ranging from 0.50% to 1.25%, in each case, with such margin determined based on the lower of the ratings of our senior, unsecured long-term debt and our total net leverage ratio.
The following is an analysis of the potential changes in interest rates and currency exchange rates based upon sensitivity analysis that models effects of shifts in rates. These are not forecasts.
•As of December 31, 2024, a hypothetical 1% increase in prevailing interest rates would increase our variable rate interest expense by approximately $2.5 million.
•Based on a sensitivity analysis as of December 31, 2024, a 10% change in the foreign currency exchange rates for the year ended December 31, 2024 would have impacted our net earnings by approximately $10.6 million, due primarily to the British pound and euro. This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.
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Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying Consolidated Financial Statements of Crane Company have been prepared by management in conformity with accounting principles generally accepted in the United States of America and, in the judgment of management, present fairly and consistently the Company’s financial position and results of operations and cash flows. These statements by necessity include amounts that are based on management’s best estimates and judgments and give due consideration to materiality.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its Internal Control—Integrated Framework, released in 2013. Based on our assessment we believe that, as of December 31, 2024, the Company’s internal control over financial reporting is effective based on those criteria.
Deloitte & Touche LLP, the independent registered public accounting firm that also audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K, audited the internal control over financial reporting as of December 31, 2024, and issued their related attestation report which is included herein.
/s/ Max H. Mitchell
Max H. Mitchell
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Richard A. Maue
Richard A. Maue
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
The Section 302 certifications of the Company’s Chief Executive Officer and its Principal Financial Officer have been filed as Exhibit 31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Crane Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Crane Company and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue – Over-Time Basis — Refer to Note 1 to the financial statements
Audit Matter Description
The Company recognizes revenue as they fulfill their performance obligations and transfer control of products to their customers. The Company has certain revenue contracts with the U.S. government or indirectly to the U.S. government through subcontracts. The clauses of those contracts stipulate that any amounts included in work-in-progress are the property of the U.S. government as they own any work-in progress as the contracted product is being built. The Company uses the cost-to-cost method of determining their progress, measuring progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. In 2024, the Company recognized approximately $108 million in revenue over time related to contracts in progress as of December 31, 2024.
We identified revenue recognized over time as a critical audit matter because of the judgments necessary for management to determine the margin to be used to estimate revenue for the overtime revenue. This required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of margin at completion used to recognize revenue over time and evaluating the results of those procedures.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures performed related to the recognition of revenue recognized over-time included the following, among others:
•We tested the effectiveness of controls related to the revenue recognized over-time, including management’s controls over costs incurred to date and estimates of margin at completion, as well as the accurate classification of contracts in the system during the order entry process.
•We selected a sample of contracts with customers that were recognized over time, and we performed the following:
•Evaluated whether the contracts were properly included in management’s calculation of long-term contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.
•Evaluated the appropriateness and consistency of the methods of calculation and assumptions used by management to develop the margin at completion applied to determine the revenue recognized.
•We tested the mathematical accuracy of management’s calculation of revenue recognized.
•We developed an independent estimate of the future costs and margin at completion, for certain of the over-time service contracts, based on similar contracts and compared our estimates to the estimates of management.
•We evaluated management’s ability to estimate future costs and margins at completion accurately by comparing actual costs and margins at completion for similar contracts that were previously completed to management’s historical estimates for such contracts.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
February 27, 2025
We have served as the Company's auditor since 1979.
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CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended December 31,
Operating costs and expenses:
Loss on divestiture of asbestos-related assets and liabilities — — 162.4
Other income (expense):
Gain on sale of business — — 232.5
Miscellaneous income, net 4.4 0.3 5.6
Total other (expense) income, net (17.3) (17.3) 231.2
Income from continuing operations before income taxes 338.5 233.1 236.5
Income from discontinued operations, net of tax (Note 3) 26.5 80.0 234.7
Net income attributable to common shareholders $ 294.7 $ 255.9 $ 401.1
Earnings per basic share:
Earnings per basic share from continuing operations $ 4.69 $ 3.10 $ 2.95
Earnings per basic share from discontinued operations 0.46 1.41 4.16
Earnings per diluted share:
Earnings per diluted share from continuing operations $ 4.60 $ 3.06 $ 2.91
Earnings per diluted share from discontinued operations 0.45 1.39 4.10
Earnings per diluted share $ 5.05 $ 4.45 $ 7.01
Average shares outstanding:
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31,
Net income attributable to common shareholders $ 294.7 $ 255.9 $ 401.1
Components of other comprehensive income (loss), net of tax
Currency translation adjustment (30.6) 20.7 (93.3)
Other comprehensive (loss) income, net of tax (4.1) 30.7 (63.3)
Less: Noncontrolling interests in comprehensive income (0.2) (0.1) (0.2)
Comprehensive income attributable to common shareholders $ 290.8 $ 286.7 $ 338.0
See Notes to Consolidated Financial Statements
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CONSOLIDATED BALANCE SHEETS
Balance as of December 31,
(in millions, except shares and per share data) 2024 2023
Assets
Current assets:
Cash and cash equivalents $ 306.7 $ 329.6
Current assets held for sale 217.9 19.3
Property, plant and equipment, net 261.3 244.5
Long-term deferred tax assets 11.2 20.5
Long-term assets held for sale — 198.9
Liabilities and equity
Current liabilities:
U.S. and foreign taxes on income 7.9 14.3
Current liabilities held for sale 44.1 35.4
Accrued pension, postretirement benefits and post-employment benefits 69.6 115.0
Long-term deferred tax liability 34.8 36.1
Long-term liabilities held for sale — 19.2
Commitments and contingencies (Note 13)
Equity:
Accumulated other comprehensive loss (61.9) (58.0)
Noncontrolling interest 2.3 2.5
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31,
Operating activities:
Net income attributable to common shareholders $ 294.7 $ 255.9 $ 401.1
Less: Income from discontinued operations, net of tax $ 26.5 $ 80.0 $ 234.7
Gain on sale of business — — (232.5)
Stock-based compensation expense 25.6 25.8 20.9
Defined benefit plans and postretirement cost (credit) 3.2 8.9 (0.6)
Deferred income taxes (benefit) (11.6) (18.7) (18.1)
Cash used for operating working capital (51.8) (51.3) (28.0)
Defined benefit plans and postretirement contributions (17.0) (18.3) (19.0)
Environmental payments, net of reimbursements (4.2) (3.9) (5.8)
Asbestos related payments, net of insurance recoveries — — (29.3)
Divestiture of asbestos-related assets and liabilities — — (550.0)
Investing activities:
Proceeds from sale of business — — 318.1
Other investing activities 6.1 0.7 3.6
Financing activities:
Reacquisition of shares on open market — — (203.7)
Net (payments) proceeds related to employee stock plans (0.9) 21.8 16.2
Debt issuance costs — (9.0) —
Proceeds from term facility of discontinued operations — 350.0 399.4
Distribution of Crane NXT, Co. — (578.1) —
Discontinued Operations:
Total provided by operating activities 15.0 66.1 347.2
Total used for investing activities (3.2) (7.8) (24.4)
See Notes to Consolidated Financial Statements
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For the year ended December 31,
Effect of exchange rates on cash and cash equivalents $ (11.3) $ 3.6 $ (39.4)
(Decrease) increase in cash and cash equivalents (21.4) (328.0) 179.0
Cash and cash equivalents at beginning of period (a) 329.6 657.6 478.6
Cash and cash equivalents at end of period $ 308.2 $ 329.6 $ 657.6
Less: Cash and cash equivalents of discontinued operations 1.5 — 230.6
(a) Includes cash and cash equivalents of discontinued operations.
Detail of cash used for operating working capital from continuing operations:
Accounts receivable $ (32.1) $ (23.7) $ (48.2)
U.S. and foreign taxes on income (7.0) (28.3) 30.7
Supplemental disclosure of cash flow information:
See Notes to Consolidated Financial Statements
44
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Stock-based compensation — 24.2 — — — 24.2 — 24.2
Currency translation adjustment — — — (93.1) — (93.1) (0.2) (93.3)
Cash dividends ($1.01 per share) — — (57.3) — — (57.3) — (57.3)
Stock-based compensation — 19.0 — — — 19.0 — 19.0
Currency translation adjustment — — — 20.8 — 20.8 (0.1) 20.7
Capital effect of spin-off (15.7) — (832.4) — 848.1 — — —
Stock-based compensation — 22.5 — — — 22.5 — 22.5
Impact from settlement of liability PRSUs (Note 8) — 6.1 — — — 6.1 — 6.1
Currency translation adjustment — — — (30.4) — (30.4) (0.2) (30.6)
Distribution of Crane NXT, Co. (Note 1) — — 9.3 — — 9.3 — 9.3
See Notes to Consolidated Financial Statements
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations and Significant Accounting Policies
Nature of Operations
Crane Company has delivered innovation and technology-led solutions for customers since its founding in 1855. Today, Crane is a leading manufacturer of highly engineered components for challenging, mission-critical applications focused on the aerospace, defense, space and process industry end markets. The Company has two reporting segments: Aerospace & Electronics and Process Flow Technologies. See Note 4, “Segment Information” for the relative size of these segments in relation to the total company (both net sales and total assets).
Divestiture Engineered Materials
On November 26, 2024, we entered into an agreement to sell the Engineered Materials segment to KPS Capital Partners, L.P (“KPS”). We determined that the Engineered Materials segment met the criteria of being reported as a discontinued operation as of December 31, 2024. As a result, the related assets, liabilities and operating results of Engineered Materials are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Throughout these notes, unless otherwise indicated, amounts and activity are presented on a continuing operations basis. See Item 8 under Note 3, “Discontinued Operations,” in the Notes to Consolidated Financial Statements for additional details.
On May 16, 2021, the Company entered into an agreement to sell the Engineered Materials segment to Grupo Verzatec S.A. de C.V. (“Verzatec”). On May 26, 2022, Verzatec terminated the sale agreement and paid $7.5 million to the Company in termination fees, which is presented within Miscellaneous income, net on the Consolidated Statements of Operations.
Separation
On March 30, 2022, the Company announced that its Board of Directors unanimously approved a plan to pursue a separation into two independent, publicly-traded companies (the “Separation”).
On April 3, 2023, Crane Holdings, Co. completed the Separation into two independent, publicly-traded companies, Crane NXT, Co. and Crane Company, through a pro-rata distribution (the "Distribution") of all of the outstanding common stock of Crane Company to the stockholders of Crane Holdings, Co., which on April 3, 2023 was renamed “Crane NXT, Co.” The Distribution was effective at 5:00 p.m., Eastern Time, on April 3, 2023. As a result of the Distribution, Crane Company became an independent public company. Our common stock is listed under the symbol "CR" on the New York Stock Exchange. Due to Crane Company’s larger operations, greater tangible assets, greater fair value and greater net sales, in each case, relative to Crane NXT, Co., among other factors, Crane Company was treated as the “accounting spinnor” and therefore was the “accounting successor” to Crane Holdings, Co. for accounting purposes, notwithstanding the legal form of the Separation. Therefore, following the Separation, the historical Consolidated Financial Statements of Crane Company reflect the historical Consolidated Financial Statements of Crane Holdings, Co. with the Payment & Merchandising Technologies segment and other distributed assets and liabilities classified as discontinued operations.
In connection with the Separation on April 3, 2023, Crane Holdings, Co., which was renamed “Crane NXT, Co.,” and Crane Company entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement, a tax matters agreement and an intellectual property matters agreement. These agreements provide for the allocation between Crane NXT, Co. and Crane Company of assets, employees, liabilities and obligations (including property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at, and after the consummation of the Separation and govern certain relationships between Crane NXT, Co. and Crane Company after the Separation. The tax matter agreement includes to a limited extent, indemnifying Crant NXT, Co. for uncertain tax benefits which are attributable to the Company’s business. Such total liability amounts are included in other liabilities on our Consolidated Balance Sheets and were $3.1 million and $7.0 million as of December 31, 2024 and 2023, respectively.
The Company recorded $5.0 million and $3.4 million of income within Miscellaneous income, net related to such agreements including a reduction of the indemnification liability resulting from the expiration of statute of limitations on certain tax positions, for the years ended December 31, 2024 and 2023, respectively. The Company had a receivable of$2.0 million as of December 31, 2024 and $2.2 million as of December 31, 2023, related to the transition services agreement and tax matters agreement. Additionally, as part of the Separation, to a limited extent, the Company has agreed to indemnify Crane NXT, Co. for uncertain tax benefits, which are attributable to the Company’s business.
On April 3, 2023, prior to the consummation of the Separation, the Board of Directors of Crane Company declared and paid a one-time cash dividend in the amount of $275 million to Crane Holdings, Co., its sole stockholder at that time, as part of establishing the capital structure at Crane NXT, Co.
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In connection with the Separation, we distributed net assets of $804.5 million through equity, including the cash dividend of $275 million and $303 million in cash balances. The net assets distributed includes an adjustment of $9.3 million recorded in the year ended December 31, 2024, to correct the amount previously recognized at the time of the Distribution.
As a result of the Separation, the Payment & Merchandising segment qualified as a discontinued operation and accordingly, the assets, liabilities and results of operations of this segment are reported as discontinued operations. See Note 3 for additional information.
Divestiture of asbestos-related assets and liabilities
On August 12, 2022, Crane Holdings, Co., Crane Company, a wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (“Redco”), then a wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party and long-term liability management company specializing in the acquisition and management of legacy corporate liabilities whereby Crane Company transferred to Redco Buyer all of the issued and outstanding shares of Redco (the “Redco Sale”). In connection with the Redco Sale, Crane Holdings, Co., on behalf of Crane Company, contributed approximately $550 million in cash to Redco, which was funded by a combination of short-term borrowings and cash on hand. As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets were removed from Crane Holdings, Co.’s consolidated balance sheets effective August 12, 2022. A loss on the divestiture of asbestos-related assets and liabilities of $162.4 million was recognized in the Consolidated Statements of Operations for the year ended December 31, 2022.
Sale of Crane Supply
On April 8, 2022, the Company entered into an agreement to sell the Crane Supply business for CAD 380 million on a cash-free and debt-free basis. The sale closed on May 31, 2022 for CAD 402 million and in August 2022, the Company received CAD 5 million related to a final working capital adjustment. The Company recognized a total gain on sale of $232.5 million.
Significant Accounting Policies
Accounting Principles. Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements include the accounts of Crane Company and our subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. As used in these notes, the terms "we," "us," "our," "Crane" and the "Company" mean Crane Company and our subsidiaries unless the context specifically states or implies otherwise.
Basis of presentation. Certain amounts in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation.
Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide, and percentages may not precisely reflect the absolute figures.
Use of Estimates. Our accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those estimated. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the period in which they are determined to be necessary. Estimates are used when accounting for such items as asset valuations, allowance for doubtful accounts, depreciation and amortization, impairment assessments, reserve for excess and obsolete inventory, reserve for warranty provision, restructuring provisions, employee benefits, taxes, environmental liability, contingencies and any related insurance recoveries, as applicable.
Currency Translation. Assets and liabilities of subsidiaries that prepare financial statements in currencies other than the U.S. dollar are translated at the rate of exchange in effect on the balance sheet date; results of operations are translated at the monthly average rates of exchange prevailing during the year. The related translation adjustments are included in accumulated other comprehensive income (loss) in a separate component of equity.
Revenue Recognition. In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers,” we recognize revenue when control of the promised goods or services in a contract transfers to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We account for a contract when both parties have approved and committed to the terms, each party’s rights and payment obligations under the contract are identifiable, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration. When shipping and handling activities are performed after the customer obtains control of product, we elect to account for shipping and handling as activities to fulfill the promise to transfer the product. In determining the transaction price of a contract, we exercise judgment to determine the total transaction price when it includes estimates of variable consideration, such as rebates and milestone payments. We generally estimate variable consideration using the expected value method and
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
consider all available information (historical, current, and forecasted) in estimating these amounts. Variable consideration is only included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. We elect to exclude from the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.
We primarily generate revenue through the manufacture and sale of engineered industrial products. Each product within a contract generally represents a separate performance obligation, as we do not provide a significant service of integrating or installing the products, the products do not customize each other, and the products can function independently of each other. Control of products generally transfers to the customer at a point in time, as the customer does not control the products as they are manufactured. We exercise judgment and consider the timing of right to payment, transfer of risk and rewards, transfer of title, transfer of physical possession, and customer acceptance when determining when control transfers to the customer. As a result, revenue from the sale of products is generally recognized at a point in time - either upon shipment or delivery - based on the specific shipping terms in the contract. When products are customized or products are sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, revenue is recognized over time because control is transferred continuously to customers, as the contract progresses. We exercise judgment to determine whether the products have an alternative use to us. When an alternative use does not exist for these products and we are entitled to payment for performance completed to date which includes a reasonable profit margin, revenue is recognized over time. When a contract with the U.S. government or subcontract for the U.S. government contains clauses indicating that the U.S. government owns any work-in-progress as the contracted product is being built, revenue is recognized over time. The measure of progress applied by us is the cost-to-cost method as this provides the most faithful depiction of the pattern of transfer of control. Under this method, we measure progress by comparing costs incurred to date to the total estimated costs to provide the performance obligation. This method effectively reflects our progress toward completion, as this methodology includes any work-in-process amounts as part of the measure of progress. Costs incurred represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Total revenue recognized and cost estimates are updated on a monthly basis. In 2024, the Company recognized approximately $108.0 million in revenue over time related to contracts in progress as of December 31, 2024.
When there are multiple performance obligations in a single contract, the total transaction price is allocated to each performance obligation based on their relative standalone selling prices. We maximize the use of observable data inputs and consider all information (including market conditions, segment-specific factors, and information about the customer or class of customer) that is reasonably available. The standalone selling price for our products and services is generally determined using an observable list price, which differs by class of customer.
Revenue recognized from performance obligations satisfied in previous periods (for example, due to changes in the transaction price or estimates), was not material in any period.
Payment for products is due within a limited time period after shipment or delivery, and we generally do not offer extended payment terms. Payment is typically due within 30-90 calendar days of the respective invoice dates. Customers generally do not make large upfront payments. Any advanced payments received do not provide us with a significant benefit of financing, as the payments are meant to secure materials used to fulfill the contract, as opposed to providing us with a significant financing benefit.
When an unconditional right to consideration exists, we record these amounts as receivables. When amounts are dependent on factors other than the passage of time in order for payment from a customer to become due, we record a contract asset. Contract assets represent unbilled amounts that typically arise from contracts for customized products or contracts for products sold directly to the U.S. government or indirectly to the U.S. government through subcontracts, where revenue recognized using the cost-to-cost method exceeds the amount billed to the customer. Contract assets are assessed for impairment and recorded at their net realizable value. Contract liabilities represent advance payments from customers. Revenue related to contract liabilities is recognized when control is transferred to the customer.
We pay sales commissions related to certain contracts, which qualify as incremental costs of obtaining a contract. However, the sales commissions generally relate to contracts for products or services satisfied at a point in time or over a period of time less than one year. As a result, we apply the practical expedient that allows an entity to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that would have been recognized is one year or less.
See Note 5, “Revenue” for further details.
Cost of Goods Sold. Cost of goods sold includes the costs of inventory sold and the related purchase and distribution costs. In addition to material, labor and direct overhead and inventoried cost, cost of goods sold include allocations of other expenses that are part of the production process, such as inbound freight charges, purchasing and receiving costs, inspection costs,
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
warehousing costs, amortization of production related intangible assets and depreciation expense. We also include costs directly associated with products sold, such as warranty provisions.
Selling, General and Administrative Expenses. Selling, general and administrative expenses are recognized as incurred. Such expenses include the costs of promoting and selling products and include such items as compensation, advertising, sales commissions and travel. Also included are costs related to compensation for other operating activities such as executive office administrative and engineering functions, as well as general operating expenses such as office supplies, non-income taxes, insurance and office equipment rentals.
Income Taxes. We account for income taxes in accordance with ASC Topic 740 “Income Taxes” (“ASC 740”) which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect of a change in tax rates on deferred income taxes is recognized in income in the period when the change is enacted.
Based on consideration of all available evidence regarding their utilization, we record net deferred tax assets to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, we establish a valuation allowance for the amount that, in management's judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. The evidence we consider in reaching such conclusions includes, but is not limited to, (1) future reversals of existing taxable temporary differences, (2) future taxable income exclusive of reversing taxable temporary differences, (3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, (4) cumulative losses in recent years, (5) a history of tax losses or credit carryforwards expiring unused, (6) a carryback or carryforward period that is so brief it limits realization of tax benefits, and (7) a strong earnings history exclusive of the loss that created the carryforward and support showing that the loss is an aberration rather than a continuing condition.
We account for unrecognized tax benefits in accordance with ASC 740, which prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation, based solely on the technical merits of the position. The tax benefit recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line of our Consolidated Statement of Operations, while accrued interest and penalties are included within the related tax liability line of our Consolidated Balance Sheets.
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Earnings Per Share. Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the year. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury method. Diluted earnings per share gives effect to all potential dilutive common shares outstanding during the year.
Income from discontinued operations, net of tax (Note 3) 26.5 80.0 234.7
Net income attributable to common shareholders $ 294.7 $ 255.9 $ 401.1
Average basic shares outstanding 57.2 56.7 56.4
Effect of dilutive share-based awards 1.1 0.8 0.8
Average diluted shares outstanding 58.3 57.5 57.2
Earnings per basic share:
Earnings per basic share from continuing operations $ 4.69 $ 3.10 $ 2.95
Earnings per basic share from discontinued operations 0.46 1.41 4.16
Earnings per diluted share:
Earnings per diluted share from continuing operations $ 4.60 $ 3.06 $ 2.91
Earnings per diluted share from discontinued operations 0.45 1.39 4.10
Earnings per diluted share $ 5.05 $ 4.45 $ 7.01
The computation of diluted earnings per share excludes the effect of the potential exercise of stock options when the average market price of the common stock is lower than the exercise price of the related stock options. During 2024, 2023 and 2022, the number of stock options excluded from the computation was 0.2 million, 0.4 million and 0.4 million, respectively.
Cash and Cash Equivalents. Cash and cash equivalents include highly liquid investments with original maturities of three months or less that are readily convertible to cash and are not subject to significant risk from fluctuations in interest rates. As a result, the carrying amount of cash and cash equivalents approximates fair value.
Accounts Receivable, Net. Accounts receivable are carried at net realizable value. The allowance for doubtful accounts was $8.7 million and $8.4 million as of December 31, 2024 and 2023, respectively. The allowance for doubtful accounts activity was not material to our financial results for the years ended December 31, 2024 and 2023. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and relatively small account balances within the majority of our customer base and their dispersion across different businesses. We periodically evaluate the financial strength of our customers and believe that our credit risk exposure is limited.
Inventories, net. Inventories consist of the following:
Finished parts and subassemblies 50.7 49.9
Inventories, net include the costs of material, labor and overhead and are stated at the lower of cost or net realizable value. Domestic inventories are stated at either the lower of cost or net realizable value using the last-in, first-out (“LIFO”) method or the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventories held in foreign locations are primarily stated at the lower of cost or market using the FIFO method. The LIFO method is not being used at our foreign locations as such a method is not allowable for tax purposes. Changes in the levels of LIFO inventories have increased cost of sales by $4.0 million, $4.7 million and $4.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The portion of inventories costed using the LIFO method was 52.6% and 49.3% of consolidated inventories as of December 31, 2024, and 2023,
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
respectively. If inventories that were valued using the LIFO method had been valued under the FIFO method, they would have been higher by $29.0 million and $25.0 million as of December 31, 2024 and 2023, respectively. The reserve for excess and obsolete inventory was $81.2 million and $76.4 million as of December 31, 2024, and 2023, respectively.
Valuation of Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the long-lived asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups. If the future undiscounted cash flows are less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Judgments which impact these assessments relate to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods.
Property, Plant and Equipment, net. Property, plant and equipment, net consists of the following:
Gross property, plant and equipment 682.9 661.7
Less: accumulated depreciation 421.6 417.2
Property, plant and equipment, net $ 261.3 $ 244.5
Property, plant and equipment is stated at cost and depreciation is calculated by the straight-line method over the estimated useful lives of the respective assets, which range from 10 to 25 years for buildings and improvements and three to 10 years for machinery and equipment. Depreciation expense was $33.4 million, $29.3 million and $28.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Goodwill and Other Intangible Assets. Our business acquisitions have typically resulted in the recognition of goodwill and other intangible assets. We follow the provisions under ASC Topic 350, “Intangibles – Goodwill and Other” (“ASC 350”) as it relates to the accounting for goodwill in the Consolidated Financial Statements. These provisions require that we, on at least an annual basis, evaluate the fair value of the reporting units to which goodwill is assigned and attributed and compare that fair value to the carrying value of the reporting unit to determine if an impairment has occurred. We perform our annual impairment testing during the fourth quarter. Impairment testing takes place more often than annually if events or circumstances indicate a change in status that would indicate a potential impairment. We believe that there have been no other events or circumstances which would more likely than not reduce the fair value of our reporting units below its carrying value. A reporting unit is an operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment (a “component”), in which case the component would be the reporting unit. As of December 31, 2024, we had four reporting units. At December 31, 2024, Goodwill related to the Engineered Materials segment was classified as held for sale. See Note 3, “Discontinued Operations” for additional details.
When performing our annual impairment assessment, we compare the fair value of each of our reporting units to our respective carrying value. Goodwill is considered to be potentially impaired when the net book value of the reporting unit exceeds its estimated fair value. Fair values are established primarily by discounting estimated future cash flows at an estimated cost of capital which varies for each reporting unit and which, as of our most recent annual impairment assessment, ranged between 9.0% and 9.5% (a weighted average of 9.2%), reflecting the respective inherent business risk of each of the reporting units tested. This methodology for valuing our reporting units (commonly referred to as the Income Method) has not changed since the adoption of the provisions under ASC 350. The determination of discounted cash flows is based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent best estimates based on current and forecasted market conditions. Profit margin assumptions are projected by each reporting unit based on the current cost structure and anticipated net cost increases/reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management judgment is necessary in applying them to the analysis of goodwill impairment. In addition to the foregoing, for each reporting unit, market multiples are used to corroborate
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
discounted cash flow results where fair value is estimated based on earnings multiples determined by available public information of comparable businesses. While we believe we have made reasonable estimates and assumptions to calculate the fair value of our reporting units, it is possible a material change could occur. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may then be determined to be overstated and a charge would need to be taken against net earnings. No impairment charges have been required during the years ended December 31, 2024, 2023 or 2022.
Changes to goodwill are as follows:
Currency translation 0.1 6.8 6.9
Intangibles with indefinite useful lives are tested annually for impairment, or when events or changes in circumstances indicate the potential for impairment. If the carrying amount of an indefinite lived intangible asset exceeds its fair value, the intangible asset is written down to its fair value. Fair value is calculated using relief from royalty method. We amortize the cost of definite-lived intangibles over their estimated useful lives.
In addition to annual testing for impairment of indefinite-lived intangible assets, we review all of our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset or asset group, or a current expectation that an asset or asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the definite-lived intangible asset (or asset group), as well as specific appraisal in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other long-lived assets or asset groups and include estimated future revenues, gross profit margins, operating profit margins and capital expenditures which are based on the businesses’ strategic plans and long-range planning forecasts, which change from year to year. The revenue growth rates included in the forecasts represent our best estimates based on current and forecasted market conditions, and the profit margin assumptions are based on the current cost structure and anticipated net cost increases or reductions. There are inherent uncertainties related to these assumptions, including changes in market conditions, and management’s judgment in applying them to the analysis. If the future undiscounted cash flows are less than the carrying value, then the definite-lived intangible asset is considered impaired and a charge would be taken against net earnings based on the amount by which the carrying amount exceeds the estimated fair value. Judgments that we make which impact these assessments relate to the expected useful lives of definite-lived assets and its ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Since judgment is involved in determining the recoverable amount of definite-lived intangible assets, there is risk that the carrying value of our definite-lived intangible assets may require adjustment in future periods. Historical results to date have generally approximated expected cash flows for the identifiable cash flow generating level.
As of December 31, 2024, we had $159.9 million of net intangible assets, of which $21.4 million were intangibles with indefinite useful lives, consisting of trade names. As of December 31, 2023, we had $87.1 million of net intangible assets, of which $22.1 million were intangibles with indefinite useful lives, consisting of trade names.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes to intangible assets are as follows:
Amortization expense (17.6) (6.1) (5.5)
Currency translation and other (2.0) 1.4 (1.1)
Balance at end of period, net of accumulated amortization $ 159.9 $ 87.1 $ 70.7
A summary of intangible assets follows:
GrossAsset AccumulatedAmortization Net GrossAsset AccumulatedAmortization Net
Future amortization expense associated with intangibles is expected to be:
Year (in millions)
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive (Loss) Income
The tables below provide the accumulated balances for each classification of accumulated other comprehensive loss, as reflected on the Consolidated Balance Sheets.
Other comprehensive income (loss) before reclassifications 19.5 (93.1) (73.6)
Amounts reclassified from accumulated other comprehensive loss 10.5 — 10.5
Net period other comprehensive income (loss) 30.0 (93.1) (63.1)
Other comprehensive (loss) income before reclassifications (1.6) 20.8 19.2
Amounts reclassified from accumulated other comprehensive loss 11.6 — 11.6
Net period other comprehensive income 10.0 20.8 30.8
Other comprehensive income (loss) before reclassifications 14.5 (30.4) (15.9)
Amounts reclassified from accumulated other comprehensive loss 12.0 — 12.0
Net period other comprehensive income 26.5 (30.4) (3.9)
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022. Amortization of pension and postretirement components have been recorded within “Miscellaneous income, net” on the Consolidated Statements of Operations.
(in millions) Amount Reclassified from Accumulated Other Comprehensive Loss
Amortization of pension items:
Prior service costs(a) $ 0.7 $ 0.7 $ (0.1)
Amortization of postretirement items:
Prior service costs(c) — (0.3) (1.1)
Net gain(d) (0.4) (0.3) —
Total reclassifications for the period $ 12.0 $ 11.6 $ 10.5
(a) Includes credits from discontinued operations of $0.7 million in 2022.
(b) Includes net activity from discontinued operations of $0.6 million in 2022.
(d) Includes net activity from discontinued operations of $0.1 million in 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements - Not Yet Adopted as of December 31, 2024
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis. We are currently evaluating this guidance to determine the impact on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, ASU 2024-03 should be applied on a prospective basis while retrospective application is permitted. We are currently evaluating this guidance to determine the impact on our disclosures.
Recent Accounting Pronouncements - Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the standard for its annual reporting effective January 1, 2024.
The Company considered the applicability and impact of all other Accounting Standards Updates issued by the Financial Accounting Standards Board (FASB) and determined them to be either not applicable or are not expected to have a material impact on the Company's Consolidated Statement of Operations, Balance Sheets and Cash Flows.
Note 2 – Acquisitions
Technifab Acquisition
On November 1, 2024, the Company completed the acquisition of Technifab Products, Inc. (“Technifab”) for $38.8 million on a cash-free and debt-free basis.
Technifab is a leading provider of vacuum insulated pipe systems and valves for cryogenic applications. Technifab has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected cost synergies. Goodwill from this acquisition is not deductible for tax purposes.
Net assets acquired (in millions)
Total current assets $ 6.1
Property, plant and equipment 5.9
Intangible assets 15.0
Total assets acquired $ 46.2
Total current liabilities $ 2.8
Other liabilities 4.6
Total assumed liabilities $ 7.4
Net assets acquired $ 38.8
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Trademarks/Trade names $ 2.5 9.0
Customer relationships 11.0 12.0
Total acquired intangible assets $ 15.0
CryoWorks Acquisition
On May 1, 2024, the Company completed the acquisition of CryoWorks, Inc. (“CryoWorks”) for $60.7 million on a cash-free and debt-free basis. During the third quarter of 2024, the Company received $1.6 million from the seller related to a final working capital adjustment.
CryoWorks is a leading supplier of vacuum insulated pipe systems for cryogenic and hydrogen applications. CryoWorks has been integrated into the Process Flow Technologies segment. The amount allocated to goodwill reflects the expected cost synergies. Goodwill from this acquisition is not deductible for tax purposes.
Net assets acquired (in millions)
Total current assets $ 6.6
Property, plant and equipment 0.5
Other assets 1.9
Intangible assets 24.0
Total assets acquired $ 64.1
Total current liabilities $ 3.5
Other liabilities 1.5
Total assumed liabilities $ 5.0
Net assets acquired $ 59.1
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Trademarks/Trade names $ 5.0 16.0
Customer relationships 17.5 12.0
Total acquired intangible assets $ 24.0
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Vian Acquisition
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, and potential additional payments of up to $7.5 million depending on the resolution of outstanding contingencies. During the third quarter of 2024, the Company received $3.0 million from the seller related to a final working capital adjustment.
Vian is 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 commercial and military aircraft platforms. Vian has been integrated into the Aerospace & Electronics segment. The amount allocated to goodwill reflects the expected cost synergies. Goodwill from this acquisition is not deductible for tax purposes.
Net assets acquired (in millions)
Total current assets $ 21.0
Property, plant and equipment 6.8
Other assets 7.4
Intangible assets 53.4
Total assets acquired $ 134.8
Total current liabilities $ 6.2
Other liabilities 29.1
Total assumed liabilities $ 35.3
Net assets acquired $ 99.5
The amounts allocated to acquired intangible assets, and their associated weighted-average useful lives which were determined based on the period in which the assets are expected to contribute directly or indirectly to our future cash flows, consist of the following:
Trademarks/trade names $ 2.0 17.0
Customer relationships (a) 43.0 29.0
Manufacturing know-how 3.2 4.0
Total acquired intangible assets $ 53.4
BAUM Acquisition
On October 4, 2023, the Company completed the acquisition of Baum lined piping GmbH (“BAUM”) for $93.5 million on a cash-free and debt-free basis. During the first quarter of 2024, the Company paid $3.1 million to the seller, related to the final working capital adjustment.
BAUM, is a German-based company that designs, manufactures, and distributes lined piping products primarily focused on chemical and industrial end markets. BAUM has been integrated into the Process Flow Technologies segment.