Wisconsin
|
|
39-0448110
|
(State or other jurisdiction
|
|
(I.R.S. Employer
|
of incorporation or organization)
|
|
Identification Number)
|
2400 South 44th Street,
|
|
|
Manitowoc, Wisconsin
|
|
54220
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Emerging growth company
o
|
|
|
Three Months Ended
March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net sales
|
|
$
|
305.8
|
|
|
$
|
427.4
|
|
Cost of sales
|
|
253.9
|
|
|
347.7
|
|
||
Gross profit
|
|
51.9
|
|
|
79.7
|
|
||
Operating costs and expenses:
|
|
|
|
|
||||
Engineering, selling and administrative expenses
|
|
63.3
|
|
|
72.4
|
|
||
Amortization of intangible assets
|
|
0.4
|
|
|
0.7
|
|
||
Restructuring expense
|
|
11.7
|
|
|
4.4
|
|
||
Other expense
|
|
0.2
|
|
|
1.4
|
|
||
Total operating costs and expenses
|
|
75.6
|
|
|
78.9
|
|
||
Operating (loss) income
|
|
(23.7
|
)
|
|
0.8
|
|
||
Other (expense) income:
|
|
|
|
|
||||
Interest expense
|
|
(10.1
|
)
|
|
(9.7
|
)
|
||
Amortization of deferred financing fees
|
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Loss on debt extinguishment
|
|
—
|
|
|
(76.3
|
)
|
||
Other (expense) income - net
|
|
(0.2
|
)
|
|
1.1
|
|
||
Total other expense
|
|
(10.8
|
)
|
|
(85.8
|
)
|
||
Loss from continuing operations before taxes
|
|
(34.5
|
)
|
|
(85.0
|
)
|
||
Provision for taxes on income
|
|
1.5
|
|
|
107.7
|
|
||
Loss from continuing operations
|
|
(36.0
|
)
|
|
(192.7
|
)
|
||
Discontinued operations:
|
|
|
|
|
||||
Loss from discontinued operations, net of income taxes of $0.0 and $(1.3), respectively
|
|
—
|
|
|
(3.2
|
)
|
||
Net loss
|
|
$
|
(36.0
|
)
|
|
$
|
(195.9
|
)
|
|
|
|
|
|
||||
Per Share Data
|
|
|
|
|
||||
Basic loss per common share:
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(0.26
|
)
|
|
$
|
(1.41
|
)
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(0.02
|
)
|
||
Basic loss per common share
|
|
$
|
(0.26
|
)
|
|
$
|
(1.43
|
)
|
|
|
|
|
|
||||
Diluted loss per common share:
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(0.26
|
)
|
|
$
|
(1.41
|
)
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(0.02
|
)
|
||
Diluted loss per common share
|
|
$
|
(0.26
|
)
|
|
$
|
(1.43
|
)
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
|
140,081,711
|
|
|
136,599,912
|
|
||
Weighted average shares outstanding - diluted
|
|
140,081,711
|
|
|
136,599,912
|
|
|
Three Months Ended
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(36.0
|
)
|
|
$
|
(195.9
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Unrealized (loss) income on derivatives, net of income tax provision of $0.0 and $0.0, respectively
|
0.5
|
|
|
1.6
|
|
||
Employee pension and postretirement benefits, net of income tax provision of $0.4 and $0.0, respectively
|
0.6
|
|
|
1.2
|
|
||
Foreign currency translation adjustments
|
10.1
|
|
|
20.3
|
|
||
Total other comprehensive income, net of tax
|
11.2
|
|
|
23.1
|
|
||
Comprehensive loss
|
$
|
(24.8
|
)
|
|
$
|
(172.8
|
)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
36.1
|
|
|
$
|
69.9
|
|
Accounts receivable, less allowances of $10.7 and $11.1, respectively
|
138.1
|
|
|
134.4
|
|
||
Inventories — net
|
461.3
|
|
|
429.0
|
|
||
Notes receivable — net
|
47.4
|
|
|
62.4
|
|
||
Other current assets
|
52.6
|
|
|
54.0
|
|
||
Total current assets
|
735.5
|
|
|
749.7
|
|
||
|
|
|
|
||||
Property, plant and equipment — net
|
306.2
|
|
|
308.8
|
|
||
Goodwill
|
302.9
|
|
|
299.6
|
|
||
Other intangible assets — net
|
114.8
|
|
|
114.1
|
|
||
Other long-term assets
|
44.6
|
|
|
45.6
|
|
||
Long-term assets held for sale
|
1.9
|
|
|
—
|
|
||
Total assets
|
$
|
1,505.9
|
|
|
$
|
1,517.8
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
336.1
|
|
|
$
|
321.2
|
|
Short-term borrowings and current portion of long-term debt
|
12.9
|
|
|
12.4
|
|
||
Product warranties
|
32.2
|
|
|
36.5
|
|
||
Customer advances
|
22.8
|
|
|
21.0
|
|
||
Product liabilities
|
23.7
|
|
|
21.7
|
|
||
Total current liabilities
|
427.7
|
|
|
412.8
|
|
||
Non-Current Liabilities:
|
|
|
|
|
|
||
Long-term debt
|
268.6
|
|
|
269.1
|
|
||
Deferred income taxes
|
37.7
|
|
|
36.6
|
|
||
Pension obligations
|
86.6
|
|
|
86.4
|
|
||
Postretirement health and other benefit obligations
|
37.4
|
|
|
38.0
|
|
||
Long-term deferred revenue
|
18.8
|
|
|
20.3
|
|
||
Other non-current liabilities
|
58.4
|
|
|
64.1
|
|
||
Total non-current liabilities
|
507.5
|
|
|
514.5
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Stockholders' Equity:
|
|
|
|
|
|
||
Preferred stock (authorized 3,500,000 shares of $.01 par value; none outstanding)
|
—
|
|
|
—
|
|
||
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 140,538,649 and 139,841,214 shares outstanding, respectively)
|
1.4
|
|
|
1.4
|
|
||
Additional paid-in capital
|
570.7
|
|
|
567.6
|
|
||
Accumulated other comprehensive loss
|
(151.7
|
)
|
|
(162.9
|
)
|
||
Retained earnings
|
211.3
|
|
|
247.3
|
|
||
Treasury stock, at cost (22,637,279 and 23,334,714 shares, respectively)
|
(61.0
|
)
|
|
(62.9
|
)
|
||
Total stockholders' equity
|
570.7
|
|
|
590.5
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,505.9
|
|
|
$
|
1,517.8
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash Flows from Operations:
|
|
|
|
|
|
||
Net loss
|
$
|
(36.0
|
)
|
|
$
|
(195.9
|
)
|
Adjustments to reconcile net loss to cash used for operating activities of continuing operations:
|
|
|
|
|
|
||
Discontinued operations, net of income taxes
|
—
|
|
|
3.2
|
|
||
Depreciation
|
10.6
|
|
|
12.2
|
|
||
Amortization of intangible assets
|
0.4
|
|
|
0.7
|
|
||
Amortization of deferred financing fees
|
0.5
|
|
|
0.9
|
|
||
Deferred income taxes
|
—
|
|
|
110.3
|
|
||
Loss on early debt extinguishment
|
—
|
|
|
15.4
|
|
||
Gain on sale of property, plant and equipment
|
(0.8
|
)
|
|
(0.4
|
)
|
||
Other
|
7.5
|
|
|
(9.8
|
)
|
||
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
|
|
|
|
|
|
||
Accounts receivable
|
(1.8
|
)
|
|
(26.1
|
)
|
||
Inventories
|
(31.2
|
)
|
|
(33.7
|
)
|
||
Notes receivable
|
5.7
|
|
|
1.6
|
|
||
Other assets
|
(1.4
|
)
|
|
(6.4
|
)
|
||
Accounts payable
|
37.2
|
|
|
(11.2
|
)
|
||
Accrued expenses and other liabilities
|
(23.2
|
)
|
|
(24.2
|
)
|
||
Net cash used for operating activities of continuing operations
|
(32.5
|
)
|
|
(163.4
|
)
|
||
Net cash used for operating activities of discontinued operations
|
—
|
|
|
(46.8
|
)
|
||
Net cash used for operating activities
|
(32.5
|
)
|
|
(210.2
|
)
|
||
|
|
|
|
||||
Cash Flows from Investing:
|
|
|
|
|
|
||
Capital expenditures
|
(3.8
|
)
|
|
(10.9
|
)
|
||
Proceeds from sale of fixed assets
|
1.7
|
|
|
1.2
|
|
||
Other
|
1.1
|
|
|
—
|
|
||
Net cash used for investing activities of continuing operations
|
(1.0
|
)
|
|
(9.7
|
)
|
||
Net cash used for investing activities of discontinued operations
|
—
|
|
|
(2.4
|
)
|
||
Net cash used for investing activities
|
(1.0
|
)
|
|
(12.1
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing:
|
|
|
|
|
|
||
Payments on long-term debt
|
(3.3
|
)
|
|
(1,345.2
|
)
|
||
Proceeds from long-term debt
|
2.0
|
|
|
255.2
|
|
||
Payments on notes financing - net
|
(2.2
|
)
|
|
(3.7
|
)
|
||
Debt issuance costs
|
—
|
|
|
(7.9
|
)
|
||
Exercises of stock options
|
2.7
|
|
|
1.9
|
|
||
Dividend from spun-off subsidiary
|
—
|
|
|
1,361.7
|
|
||
Cash transferred to spun-off subsidiary
|
—
|
|
|
(17.7
|
)
|
||
Net cash (used for) provided by financing activities of continuing operations
|
(0.8
|
)
|
|
244.3
|
|
||
Net cash provided by financing activities of discontinued operations
|
—
|
|
|
0.2
|
|
||
Net cash (used for) provided by financing activities
|
(0.8
|
)
|
|
244.5
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
0.5
|
|
|
1.6
|
|
||
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(33.8
|
)
|
|
23.8
|
|
||
Balance at beginning of period, including cash of discontinued operations of $0.0 and $31.9
|
69.9
|
|
|
63.4
|
|
||
Balance at end of period
|
$
|
36.1
|
|
|
$
|
87.2
|
|
|
Three Months Ended March 31, 2016
|
|||||||||||||||
|
|
As previously presented
|
|
Revisions
|
|
Impact of change to FIFO
|
|
As revised
|
||||||||
Cost of sales
|
|
$
|
345.5
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
347.7
|
|
Operating (loss) income
|
|
3.0
|
|
|
—
|
|
|
(2.2
|
)
|
|
0.8
|
|
||||
Loss on debt extinguishment
|
|
(72.0
|
)
|
|
(4.3
|
)
|
|
—
|
|
|
(76.3
|
)
|
||||
Loss from continuing operations before taxes on income
|
|
(78.5
|
)
|
|
(4.3
|
)
|
|
(2.2
|
)
|
|
(85.0
|
)
|
||||
Provision (benefit) for taxes on income
|
|
122.3
|
|
|
(0.8
|
)
|
|
(13.8
|
)
|
|
107.7
|
|
||||
Loss from continuing operations
|
|
(200.8
|
)
|
|
(3.5
|
)
|
|
11.6
|
|
|
(192.7
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations, net of income taxes
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
||||
Net loss
|
|
$
|
(204.0
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
11.6
|
|
|
$
|
(195.9
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Loss per common share - basic and diluted
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(1.47
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.09
|
|
|
$
|
(1.41
|
)
|
Loss from discontinued operations
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Loss per common share
|
|
$
|
(1.49
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.09
|
|
|
$
|
(1.43
|
)
|
Major classes of line items constituting earnings from discontinued operations before income taxes related to MFS
|
|
|
||
(in millions)
|
|
Three Months Ended
March 31, 2016
|
||
Net sales
|
|
$
|
219.6
|
|
|
|
|
||
Cost of sales
|
|
141.5
|
|
|
Engineering, selling and administrative expenses
|
|
48.3
|
|
|
Amortization expense
|
|
5.2
|
|
|
Restructuring expense
|
|
0.3
|
|
|
Separation expense
|
|
26.9
|
|
|
Total operating costs and expenses
|
|
222.2
|
|
|
Loss from operations
|
|
(2.6
|
)
|
|
Other expense
|
|
(1.9
|
)
|
|
Loss from discontinued operations before income taxes
|
|
(4.5
|
)
|
|
Benefit for taxes on earnings
|
|
(1.3
|
)
|
|
Loss from discontinued operations, net of income taxes
|
|
$
|
(3.2
|
)
|
(in millions)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Inventories:
|
|
|
|
|
|
|
||
Raw materials
|
|
$
|
118.8
|
|
|
$
|
109.3
|
|
Work-in-process
|
|
112.3
|
|
|
88.4
|
|
||
Finished goods
|
|
272.1
|
|
|
270.9
|
|
||
Total inventories
|
|
503.2
|
|
|
468.6
|
|
||
Excess and obsolete inventory reserve
|
|
(41.9
|
)
|
|
(39.6
|
)
|
||
Inventories — net
|
|
$
|
461.3
|
|
|
$
|
429.0
|
|
(in millions)
|
|
Total
|
||
Balance as of January 1, 2016
|
|
$
|
306.5
|
|
Foreign currency impact
|
|
(6.9
|
)
|
|
Balance as of December 31, 2016
|
|
299.6
|
|
|
Foreign currency impact
|
|
3.3
|
|
|
Balance as of March 31, 2017
|
|
$
|
302.9
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(in millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book
Value
|
||||||||||||
Trademarks and tradenames
|
|
$
|
93.3
|
|
|
$
|
—
|
|
|
$
|
93.3
|
|
|
$
|
92.4
|
|
|
$
|
—
|
|
|
$
|
92.4
|
|
Customer relationships
|
|
10.6
|
|
|
(8.3
|
)
|
|
2.3
|
|
|
10.3
|
|
|
(7.8
|
)
|
|
2.5
|
|
||||||
Patents
|
|
28.7
|
|
|
(27.7
|
)
|
|
1.0
|
|
|
28.5
|
|
|
(27.4
|
)
|
|
1.1
|
|
||||||
Engineering drawings
|
|
10.2
|
|
|
(10.1
|
)
|
|
0.1
|
|
|
10.0
|
|
|
(9.9
|
)
|
|
0.1
|
|
||||||
Distribution network
|
|
18.2
|
|
|
(0.1
|
)
|
|
18.1
|
|
|
18.0
|
|
|
—
|
|
|
18.0
|
|
||||||
Other intangibles
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
161.2
|
|
|
$
|
(46.4
|
)
|
|
$
|
114.8
|
|
|
$
|
159.4
|
|
|
$
|
(45.3
|
)
|
|
$
|
114.1
|
|
(in millions)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Trade accounts payable
|
|
$
|
197.8
|
|
|
$
|
157.7
|
|
Employee-related expenses
|
|
30.9
|
|
|
28.1
|
|
||
Accrued vacation
|
|
21.9
|
|
|
21.8
|
|
||
Miscellaneous accrued expenses
|
|
85.5
|
|
|
113.6
|
|
||
Total
|
|
$
|
336.1
|
|
|
$
|
321.2
|
|
(in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior secured second lien notes due 2021
|
|
$
|
250.3
|
|
|
$
|
249.8
|
|
Other
|
|
34.9
|
|
|
35.7
|
|
||
Deferred financing costs
|
|
(3.7
|
)
|
|
(4.0
|
)
|
||
Total debt
|
|
281.5
|
|
|
281.5
|
|
||
Short-term borrowings and current portion of long-term debt
|
|
(12.9
|
)
|
|
(12.4
|
)
|
||
Long-term debt
|
|
$
|
268.6
|
|
|
$
|
269.1
|
|
|
|
Three Months Ended
March 31,
|
||||
|
|
2017
|
|
2016
|
||
Basic weighted average common shares outstanding
|
|
140,081,711
|
|
|
136,599,912
|
|
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
Diluted weighted average common shares outstanding
|
|
140,081,711
|
|
|
136,599,912
|
|
(in millions)
|
|
Retained Earnings
|
||
Balance at December 31, 2016
|
|
$
|
247.3
|
|
Net loss
|
|
(36.0
|
)
|
|
Balance at March 31, 2017
|
|
$
|
211.3
|
|
(in millions)
|
|
Retained Earnings
|
||
Balance at December 31, 2015
|
|
$
|
562.3
|
|
Net income
|
|
(195.9
|
)
|
|
Distribution of MFS
|
|
51.8
|
|
|
Balance at March 31, 2016
|
|
$
|
418.2
|
|
(in millions)
|
|
Gains and Losses on Cash Flow Hedges
|
|
Pension & Postretirement
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
(0.3
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
(110.8
|
)
|
|
$
|
(162.9
|
)
|
Other comprehensive income before reclassifications
|
|
0.3
|
|
|
—
|
|
|
10.1
|
|
|
10.4
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
0.2
|
|
|
0.6
|
|
|
—
|
|
|
0.8
|
|
||||
Net current period other comprehensive income
|
|
0.5
|
|
|
0.6
|
|
|
10.1
|
|
|
11.2
|
|
||||
Balance at March 31, 2017
|
|
$
|
0.2
|
|
|
$
|
(51.2
|
)
|
|
$
|
(100.7
|
)
|
|
$
|
(151.7
|
)
|
(in millions)
|
|
Gains and Losses on Cash Flow Hedges
|
|
Pension & Postretirement
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
(3.8
|
)
|
|
$
|
(82.6
|
)
|
|
$
|
(121.4
|
)
|
|
$
|
(207.8
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(2.7
|
)
|
|
—
|
|
|
20.3
|
|
|
17.6
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
4.3
|
|
|
1.2
|
|
|
—
|
|
|
5.5
|
|
||||
Net current period other comprehensive income
|
|
1.6
|
|
|
1.2
|
|
|
20.3
|
|
|
23.1
|
|
||||
Distribution of MFS
|
|
2.1
|
|
|
44.5
|
|
|
31.0
|
|
|
77.6
|
|
||||
Balance at March 31, 2016
|
|
$
|
(0.1
|
)
|
|
$
|
(36.9
|
)
|
|
$
|
(70.1
|
)
|
|
$
|
(107.1
|
)
|
|
Fair Value as of March 31, 2017
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Total current assets at fair value
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Total current liabilities at fair value
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
Fair Value as of December 31, 2016
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Commodity contracts
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Total current assets at fair value
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Total current liabilities at fair value
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
|
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or
|
|
|
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
|
|
|
|
Inputs other than quoted prices that are observable for the asset or liability
|
|
|
Level 3
|
Unobservable inputs for the asset or liability
|
Designated Hedging Instruments
|
|
Units Hedged
|
|
|
|
|
||||
Commodity
|
|
March 31, 2017
|
|
December 31, 2016
|
|
Unit
|
|
Type
|
||
Natural Gas
|
|
3,579
|
|
|
26,807
|
|
|
MMBtu
|
|
Cash Flow
|
Steel
|
|
1,945
|
|
|
3,190
|
|
|
Tons
|
|
Cash Flow
|
Designated Hedging Instruments
|
|
Units Hedged
|
|
|
||||
Currency
|
|
March 31, 2017
|
|
December 31, 2016
|
|
Type
|
||
Australian Dollar
|
|
1,380,374
|
|
|
611,143
|
|
|
Cash Flow
|
European Euro
|
|
4,609,005
|
|
|
9,834,120
|
|
|
Cash Flow
|
South Korean Won
|
|
83,579,000
|
|
|
218,408,100
|
|
|
Cash Flow
|
Singapore Dollar
|
|
300,000
|
|
|
900,000
|
|
|
Cash Flow
|
United States Dollar
|
|
—
|
|
|
2,311,697
|
|
|
Cash Flow
|
Japanese Yen
|
|
43,867,400
|
|
|
65,502,800
|
|
|
Cash Flow
|
Non Designated Hedging Instruments
|
|
Units Hedged
|
|
|
|
|
||||
Currency
|
|
March 31,
2017 |
|
December 31, 2016
|
|
Recognized Location
|
|
Purpose
|
||
European Euro
|
|
4,929,005
|
|
|
10,502,111
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
United States Dollar
|
|
5,550,000
|
|
|
15,318,000
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Designated Hedging Instruments
|
|
|
|
ASSET DERIVATIVES
|
||||||
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Commodity contracts
|
|
Other current assets
|
|
0.1
|
|
|
0.2
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
|
|
|
ASSET DERIVATIVES
|
||||||
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Total derivatives NOT designated as hedging instruments
|
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
||||
Total asset derivatives
|
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
|
|
|
LIABILITY DERIVATIVES
|
||||||
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Accounts payable and accrued expenses
|
|
$
|
0.3
|
|
|
$
|
0.9
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
|
|
|
LIABILITY DERIVATIVES
|
||||||
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Total derivatives NOT designated as hedging instruments
|
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
||||
Total liability derivatives
|
|
|
|
$
|
0.3
|
|
|
$
|
1.0
|
|
(in millions)
|
|
Three Months Ended March 31, 2017
|
|
Year Ended
December 31, 2016
|
||||
Balance at beginning of period
|
|
$
|
28.6
|
|
|
$
|
32.4
|
|
Accruals for warranties issued during the period
|
|
6.5
|
|
|
20.4
|
|
||
Settlements made (in cash or in kind) during the period
|
|
(8.7
|
)
|
|
(23.7
|
)
|
||
Currency translation
|
|
0.2
|
|
|
(0.5
|
)
|
||
Balance at end of period
|
|
$
|
26.6
|
|
|
$
|
28.6
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
|
|
|
|
|
|
Postretirement
|
||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Health and
|
||||||
|
|
Pension
|
|
Pension
|
|
Other
|
||||||
(in millions)
|
|
Plans
|
|
Plans
|
|
Plans
|
||||||
Service cost - benefits earned during the period
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
Interest cost of projected benefit obligations
|
|
1.3
|
|
|
0.6
|
|
|
0.2
|
|
|||
Expected return on plan assets
|
|
(1.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Amortization of actuarial net loss
|
|
0.8
|
|
|
0.4
|
|
|
0.1
|
|
|||
Net periodic benefit costs
|
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
|
|
|
|
|
Postretirement
|
||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Health and
|
||||||
|
|
Pension
|
|
Pension
|
|
Other
|
||||||
(in millions)
|
|
Plans
|
|
Plans
|
|
Plans
|
||||||
Service cost - benefits earned during the period
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
Interest cost of projected benefit obligations
|
|
2.2
|
|
|
1.6
|
|
|
0.5
|
|
|||
Expected return on plan assets
|
|
(1.7
|
)
|
|
(1.2
|
)
|
|
—
|
|
|||
Amortization of actuarial net loss
|
|
1.1
|
|
|
0.4
|
|
|
—
|
|
|||
Net periodic benefit costs
|
|
1.6
|
|
|
1.3
|
|
|
0.6
|
|
|||
Net periodic benefit costs associated with MFS
|
|
0.4
|
|
|
0.4
|
|
|
0.1
|
|
|||
Net periodic benefit costs included in continuing operations
|
|
$
|
1.2
|
|
|
$
|
0.9
|
|
|
$
|
0.5
|
|
|
Restructuring Reserve
Balance as of
December 31, 2016
|
|
Restructuring
Expenses
|
|
Cash Use of Reserve
|
|
Non-Cash Use of Reserve
|
|
Restructuring Reserve
Balance as of
March 31, 2017
|
||||||||||
Total
|
$
|
8.2
|
|
|
$
|
11.7
|
|
|
$
|
10.3
|
|
|
$
|
4.7
|
|
|
$
|
4.9
|
|
(in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior notes due 2021
|
|
$
|
250.3
|
|
|
$
|
249.8
|
|
Other
|
|
34.9
|
|
|
35.7
|
|
||
Deferred financing costs
|
|
(3.7
|
)
|
|
(4.0
|
)
|
||
Total debt
|
|
281.5
|
|
|
281.5
|
|
||
Less current portion and short-term borrowings
|
|
(12.9
|
)
|
|
(12.4
|
)
|
||
Long-term debt
|
|
$
|
268.6
|
|
|
$
|
269.1
|
|
|
Quarter Ended
|
||||||
(in millions)
|
March 31, 2017
|
|
March 31, 2016
|
||||
Net loss
|
$
|
(36.0
|
)
|
|
$
|
(195.9
|
)
|
Loss from discontinued operations
|
—
|
|
|
3.2
|
|
||
Interest expense and amortization of deferred financing fees
|
10.6
|
|
|
10.6
|
|
||
Income taxes
|
1.5
|
|
|
107.7
|
|
||
Depreciation expense
|
10.6
|
|
|
12.2
|
|
||
Amortization of intangible assets
|
0.4
|
|
|
0.7
|
|
||
EBITDA
|
(12.9
|
)
|
|
(61.5
|
)
|
||
Restructuring expense
|
11.7
|
|
|
4.4
|
|
||
Other expense - net (1)
|
0.4
|
|
|
76.6
|
|
||
Adjusted EBITDA
|
(0.8
|
)
|
|
19.5
|
|
||
Depreciation expense
|
(10.6
|
)
|
|
(12.2
|
)
|
||
Adjusted operating income (loss)
|
(11.4
|
)
|
|
7.3
|
|
||
Restructuring expense
|
(11.7
|
)
|
|
(4.4
|
)
|
||
Amortization of intangible assets
|
(0.4
|
)
|
|
(0.7
|
)
|
||
Other operating costs and expenses
|
(0.2
|
)
|
|
(1.4
|
)
|
||
GAAP operating income (loss)
|
$
|
(23.7
|
)
|
|
$
|
0.8
|
|
(1)
|
Other expense - net includes other expense, loss on debt extinguishment and other income (expense) - net from the Company's Condensed Consolidated Statements of Operations.
|
|
|
Trailing Twelve Months
|
||
(in millions)
|
|
March 31, 2017
|
||
Net loss
|
|
$
|
(215.9
|
)
|
Loss from discontinued operations
|
|
4.0
|
|
|
Interest expense and amortization of deferred financing fees
|
|
41.8
|
|
|
Income taxes
|
|
(5.7
|
)
|
|
Depreciation expense
|
|
44.0
|
|
|
Amortization of intangible assets
|
|
2.7
|
|
|
EBITDA
|
|
(129.1
|
)
|
|
Restructuring expense
|
|
30.7
|
|
|
Asset impairment expense
|
|
96.9
|
|
|
Other expense - net (1)
|
|
(0.6
|
)
|
|
Adjusted EBITDA
|
|
$
|
(2.1
|
)
|
(1)
|
Other expense - net includes other expense, loss on debt extinguishment and other income (expense) - net from the Company's Condensed Consolidated Statements of Operations.
|
(in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
|
$
|
36.1
|
|
|
$
|
69.9
|
|
Revolver borrowing capacity
|
|
166.3
|
|
|
160.4
|
|
||
Less: Outstanding letters of credit
|
|
(10.4
|
)
|
|
(16.4
|
)
|
||
Total liquidity
|
|
$
|
192.0
|
|
|
$
|
213.9
|
|
•
|
unanticipated changes in revenues, margins, costs and capital expenditures;
|
•
|
the ability to significantly improve profitability;
|
•
|
potential delays or failures to implement specific initiatives within the restructuring program;
|
•
|
issues relating to the ability to timely and effectively execute on manufacturing strategies, including issues relating to plant closings, new plant start-ups, and/or consolidations of existing facilities and operations, and its ability to achieve the expected benefits from such actions;
|
•
|
the ability to direct resources to those areas that will deliver the highest returns;
|
•
|
uncertainties associated with new product introductions, the successful development and market acceptance of new and innovative products that drive growth;
|
•
|
the ability to focus on customers, new technologies and innovation;
|
•
|
the ability to focus and capitalize on product quality and reliability;
|
•
|
the ability to increase operational efficiencies across Manitowoc’s businesses and to capitalize on those efficiencies;
|
•
|
the ability to capitalize on key strategic opportunities and the ability to implement Manitowoc’s long-term initiatives;
|
•
|
the ability to generate cash and manage working capital consistent with Manitowoc’s stated goals;
|
•
|
the ability to convert orders and order activity into sales and the timing of those sales;
|
•
|
pressure of financing leverage;
|
•
|
foreign currency fluctuation and its impact on reported results and hedges in place with Manitowoc;
|
•
|
changes in raw material and commodity prices;
|
•
|
unexpected issues associated with the quality of materials, components and products sourced from third parties and the ability to successfully resolve those issues;
|
•
|
unexpected issues associated with the availability and viability of suppliers;
|
•
|
the risks associated with growth or contraction;
|
•
|
geographic factors and political and economic conditions and risks;
|
•
|
actions of competitors;
|
•
|
changes in economic or industry conditions generally or in the markets served by Manitowoc;
|
•
|
unanticipated changes in customer demand, including changes in global demand for high-capacity lifting equipment, changes in demand for lifting equipment in emerging economies and changes in demand for used lifting equipment;
|
•
|
global expansion of customers;
|
•
|
the replacement cycle of technologically obsolete cranes;
|
•
|
the ability of Manitowoc's customers to receive financing;
|
•
|
efficiencies and capacity utilization of facilities;
|
•
|
issues related to workforce reductions and potential subsequent rehiring;
|
•
|
work stoppages, labor negotiations, labor rates and temporary labor costs;
|
•
|
government approval and funding of projects and the effect of government-related issues or developments;
|
•
|
the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, joint ventures and other strategic alternatives;
|
•
|
realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those savings, synergies and options;
|
•
|
impairment of goodwill and/or intangible assets;
|
•
|
unanticipated issues affecting the effective tax rate for the year;
|
•
|
unanticipated changes in the capital and financial markets;
|
•
|
risks related to actions of activist shareholders;
|
•
|
changes in laws throughout the world;
|
•
|
natural disasters disrupting commerce in one or more regions of the world;
|
•
|
risks associated with data security and technological systems and protections;
|
•
|
acts of terrorism; and
|
•
|
risks and other factors cited in Manitowoc's filings with the United States Securities and Exchange Commission.
|
Date: May 9, 2017
|
The Manitowoc Company, Inc.
|
|
(Registrant)
|
|
|
|
|
|
/s/ Barry L. Pennypacker
|
|
Barry L. Pennypacker
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ David J. Antoniuk
|
|
David J. Antoniuk
|
|
Senior Vice President and Chief Financial Officer
|
Exhibit No.
|
|
Description
|
|
Filed/Furnished
Herewith
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
Consent and Amendment No. 2 to Credit Agreement and Amendment No. 1 to Guaranty Security Agreement, dated April 21, 2017, to Credit Agreement, dated March 3, 2016, among Wells Fargo Bank, National Association, as administrative agent, the financial institutions from time to time party thereto, as lenders, and The Manitowoc Company, Inc., Manitowoc Cranes, LLC, Grove U.S. L.L.C., and Manitowoc Crane Group Germany GmbH, as borrowers.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
31
|
|
|
Rule 13a - 14(a)/15d - 14(a) Certifications
|
|
X
|
(1)
|
|
|
|
|
|
|
|
32.1
|
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350
|
|
X
|
(2)
|
|
|
|
|
|
|
|
32.2
|
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350
|
|
X
|
(2)
|
|
|
|
|
|
|
|
101
|
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes.
|
|
X
|
(1)
|
US BORROWERS
|
THE MANITOWOC COMPANY, INC.,
a Wisconsin corporation
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President, General Counsel and Secretary
|
|
|
|
|
MANITOWOC CRANES, LLC
, a Wisconsin limited liability company
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
GROVE U.S. L.L.C.,
a Delaware limited liability company
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President and Secretary
|
GERMAN BORROWER
|
|
MANITOWOC CRANE GROUP GERMANY GMBH, a German limited liability company
|
|
By:
|
/s/ Lawrence J Weyer
|
|
Name:
|
Lawrence J Weyers
|
|
Title:
|
Supervisory Board
|
US GUARANTORS
|
THE MANITOWOC CRANE GROUP U.S. HOLDING, LLC
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
MANITOWOC CRANE COMPANIES, LLC
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
MANITOWOC RE MANUFACTURING, LLC
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
MANITOWOC CP, INC.
|
|
|
By:
|
/s/ Louis F. Raymond
|
|
Name:
|
Louis F. Raymond
|
|
Title:
|
Vice President and Secretary
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Agent and as a Lender
|
|
|
By:
|
/s/ Anne Sasal
|
|
Name:
|
Anne Sasal
|
|
Title:
|
Vice President
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION (LONDON BRANCH)
, as a Lender
|
|
|
By:
|
/s/ Tania Saldawhn
|
|
Name:
|
Tania Saldawhn
|
|
Title:
|
Its Authorized Signatory
|
|
JP MORGAN CHASE BANK, N.A.
, as a lender
|
|
|
By:
|
/s/ Kelly O'Malley
|
|
Name:
|
Kelly O'Malley
|
|
Title:
|
Authorized Officer
|
|
|
|
|
JP MORGAN CHASE BANK, N.A., LONDON BRANCH
, as a lender
|
|
|
By:
|
/s/ Matthew Sparkes
|
|
Name:
|
Matthew Sparkes
|
|
Title:
|
Authorized Officer
|
|
GOLDMAN SACHS BANK USA
, as a Lender
|
|
|
By:
|
/s/ Ushma Dedhiya
|
|
Name:
|
Ushma Dedhiya
|
|
Title:
|
Authorized Signatory
|
|
BANK OF MONTREAL
, as a Lender
|
|
|
By:
|
/s/ Jason Hefler
|
|
Name:
|
Jason Hefler
|
|
Title:
|
Managing Director
|
|
|
|
|
BANK OF MONTREAL (LONDON BRANCH)
, as a Lender
|
|
|
By:
|
/s/ Scott Matthews
|
|
Name:
|
Scott Matthews
|
|
Title:
|
MD
|
|
BANK OF AMERICA, N.A.
,
as a Lender
|
|
|
By:
|
/s/ Bradley E Handrich
|
|
Name:
|
Bradley E Handrich
|
|
Title:
|
VP
|
|
|
|
|
BANK OF AMERICAN, N.A. (acting through its London branch)
, as a Lender
|
|
|
By:
|
/s/ Bradley E Handrich
|
|
Name:
|
Bradley E Handrich
|
|
Title:
|
VP
|
|
CITIBANK, N.A.
, as a Lender
|
|
|
By:
|
/s/ Christopher Marino
|
|
Name:
|
Christopher Marino
|
|
Title:
|
Vice President and Director
|
|
HSBC BANK USA, NATIONAL ASSOCIATION
, as a Lender
|
|
|
By:
|
/s/ Joseph A. Philbin
|
|
Name:
|
Joseph A. Philbin
|
|
Title:
|
SVP
|
|
Société Générale, New York Branch
, as a Lender
|
|
|
By:
|
/s/ Shelley Yu
|
|
Name:
|
Shelley Yu
|
|
Title:
|
Director
|
|
MANITOWOC CRANE GROUP HOLDING GERMANY GMBH
|
|
|
By:
|
/s/ Lawrence J Weyers
|
|
Name:
|
Lawrence J Weyers
|
|
Title:
|
Managing Director
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The Manitowoc Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Barry L. Pennypacker
|
|
Barry L. Pennypacker
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of The Manitowoc Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ David J. Antoniuk
|
|
David J. Antoniuk
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company as of the date and for the periods expressed in the Report.
|
/s/ Barry L. Pennypacker
|
|
Barry L. Pennypacker
|
|
President and Chief Executive Officer
|
|
May 9, 2017
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company as of the date and for the periods expressed in the Report.
|
/s/ David J. Antoniuk
|
|
David J. Antoniuk
|
|
Senior Vice President and Chief Financial Officer
|
|
May 9, 2017
|
|