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TERMINATION OF ASBESTOS SETTLEMENT AGREEMENT; INCREASES FULL YEAR 2005 G UIDANCE

Termination Agreement

TERMINATION OF ASBESTOS SETTLEMENT AGREEMENT; INCREASES FULL YEAR 2005 G UIDANCE | Document Parties: Crane Co | Investor Relations and Corporate Communications You are currently viewing:
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Crane Co | Investor Relations and Corporate Communications

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Title: TERMINATION OF ASBESTOS SETTLEMENT AGREEMENT; INCREASES FULL YEAR 2005 G UIDANCE
Date: 1/24/2005
Industry: Misc. Fabricated Products     Sector: Basic Materials

TERMINATION OF ASBESTOS SETTLEMENT AGREEMENT; INCREASES FULL YEAR 2005 G UIDANCE, Parties: crane co , investor relations and corporate communications
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Exhibit 99.1

 

 

 

 

Crane Co.

 

NEWS

 

 

 

 

Contact :

Pamela J.S. Styles

Director, Investor Relations and Corporate Communications

203-363-7352

www.craneco.com

 

C RANE C O . R EPORTS F OURTH Q UARTER E ARNINGS AND

T ERMINATION OF A SBESTOS S ETTLEMENT A GREEMENT ;

I NCREASES F ULL Y EAR 2005 G UIDANCE

 

Termination of Asbestos Settlement

 

 

 

The Company exercised its right to terminate the Master Settlement Agreement following material change in case law from the Third Circuit’s Combustion Engineering decision

 

 

 

Cancellation of the settlement funding obligation and return to tort system for claim resolution is expected to reduce 2005 interest expense by $.07 per share; as a result, the Company increased its full year 2005 guidance to $2.10-$2.25 from $2.05-$2.15 per share

 

Fourth Quarter Highlights (vs. Fourth Quarter 2003):

 

 

 

Sales increased 13% to $485.6 million

 

 

 

Operating profit, before adjustment to asbestos liability, decreased 13% to $46.2 million

 

 

 

Operating profit margin, before adjustment to asbestos liability, was 9.5% vs. 12.4%

 

 

 

Earnings per share of $.78 per share vs. $.56 per share

 

 

 

EPS of $.78 including $.52 from operations, an $.11 gain from the previously announced Victaulic divestiture and $.15 from the reduction in the asbestos liability

 

Full Year Highlights (vs. Full Year 2003):

 

 

 

Sales grew 16% to $1.9 billion

 

 

 

Operating profit, before asbestos and environmental charge, increased 10% to $186.3 million

 

 

 

Earnings per share increased 19% to $2.09 per share, including the $.11 gain on the Victaulic divestiture and before asbestos and environmental charge. After the charge, the Company reported a full year net loss of $1.78 per share

 

STAMFORD, CONNECTICUT – January 24, 2005 - Crane Co. (NYSE: CR), a diversified manufacturer of engineered industrial products, reports fourth quarter 2004 net income increased to $46.4 million, or $.78 per share, compared with net income of $33.7 million, or $0.56 per share, reported in the fourth quarter 2003. Net income of $46.4 million included a $6.5 million gain

 

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from the Victaulic divestiture, as well as a $9.1 million increase to income resulting from the adjustment of the Company’s asbestos liability to a tort system liability estimate after termination of the Master Settlement Agreement as discussed below.

 

The fourth quarter sales increase of $57.3 million, or 13%, included $30.4 million (7%) from core business growth, incremental sales of $14.5 million (3%) from the P.L. Porter and Hattersley businesses acquired in January 2004, and $12.4 million (3%) from favorable foreign currency translation. Operating profit of $46.2 million, before the asbestos liability adjustment, declined $7.0 million, or 13%, from $53.2 million principally due to reduced margins in the Aerospace & Electronics Segment, reflecting reduced commercial aftermarket sales, increased investment in engineering for new product development and weak microwave and microelectronics shipments in Electronics. The Company’s Fluid Handling and Engineered Materials Segments continued to experience higher raw material costs that have not yet been fully offset by price increases. Operating profit margin before the asbestos liability adjustment dropped to 9.5% from 12.4% in the fourth quarter 2003.

 

Full year 2004 net income, before the net impact of asbestos and environmental charge, increased to $123.9 million, or $2.09 per share (including $.11 per share from the Victaulic divestiture), compared with net income of $104.3 million, or $1.75 per share, reported for the full year 2003. Including the impact from the asbestos and environmental charge of $229.3 million, the Company recorded a full year 2004 net loss of $105.4 million, or $1.78 per share.

 

The full year sales increase of $254.3 million, or 16%, included $97.9 million (6%) from core business growth, incremental sales of $106.9 million (7%) from acquisitions and $49.5 million

 

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(3%) from favorable foreign currency translation. Full year operating loss was $161.5 million, with an operating profit of $186.3 million before the net impact of the asbestos and environmental charge. Operating profit, before the charge, increased $17.3 million, or 10%, reflecting improvement in each segment except Aerospace and Electronics. Operating profit margin of 9.9%, before the asbestos and environmental charge, was below prior year margin of 10.3% driven by lower margins in the Aerospace & Electronics Segment.

 

Order backlog at December 31, 2004 totaled $566.7 million compared with backlog of $572.4 million at September 30, 2004.

 

“Fourth quarter operating results were in line with our guidance,” said Crane Co. president and chief executive officer, Eric C. Fast. “We are seeing market improvement now in most of our end markets; however, higher material costs are impacting margins in Engineered Materials, Fluid Handling and, to a lesser extent, Merchandising Systems. Aerospace & Electronics margins remain under pressure from the mix of OEM/aftermarket sales and higher engineering costs for new programs, as well as lower sales volume levels of Electronics products. With the termination of our asbestos settlement, we are revising our guidance for 2005 upward from $2.05-$2.15 to $2.10-$2.25 per share reflecting interest savings from longer-term funding in the tort system as compared to the settlement agreement.”

 

Divestitures

 

As previously announced, on December 31, 2004, the Company sold the UK-based business and intellectual property of Victaulic for $15.3 million in an all cash transaction. The Company realized an after-tax gain of $6.5 million, or $.11 per share, on the sale. The Victaulic trademark

 

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and business assets were acquired in connection with the acquisition of certain valve and fittings product lines from Etex S.A. in June 2003.

 

Asbestos Update

 

On October 21, 2004 the Company reached an agreement in principle to resolve all current and future asbestos-related personal injury claims against the Company, to be structured and implemented pursuant to Section 524(g) of the U.S. Bankruptcy Code. On that date, MCC Holdings, Inc., an indirect wholly owned subsidiary of the Company formerly known as Mark Controls Corporation (“MCC”), entered into a Master Settlement Agreement (“MSA”) with representatives of a majority of current claimants and a Settlement Trust Agreement, which provides for a $280 million trust (the “MCC Settlement Trust”) to be funded and administered to pay asbestos-related personal injury claims settled under the MSA.

 

On December 2, 2004, the United States Court of Appeals for the Third Circuit reversed the District Court order approving Combustion Engineering’s asbestos-related bankruptcy plan of reorganization and addressed the scope of Section 524(g) and the appropriate structure of transactions providing relief for asbestos defendant companies under Section 524(g). The Court’s opinion, in the Company’s view, constitutes a material change in the case law regarding Section 524(g) transactions, and accordingly, on January 24, 2005, the Company exercised its right to terminate the MSA. As a consequence of the Company’s notice of termination, the trustee of the MCC Settlement Trust is required to return to the Company (i) the Company’s $270 million demand note and (ii) $10 million in cash that was paid on October 21, 2004.

 

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Crane Co. management, with the assistance of outside experts, has reviewed the estimated asbestos liability in light of the termination of the MSA. Because of the many uncertainties inherent in predicting the course of asbestos litigation, management believes that it is not possible to make a meaningful estimate of the Company’s asbestos liability beyond the year 2011. Based on its most recent experience, the Company has made its best estimate of the costs through 2011 of resolving asbestos claims in the tort system. It has also adjusted the assumed rate of insurance recoveries from 30% for the accelerated settlement payments back to 40% under the tort system. Under the tort system, the Company incurs not only settlement costs but substantial legal defense costs, and the Company’s best estimate of these costs for both pending and future claims through 2011 (including certain related fees and expenses) amounted to $649.7 million at December 31, 2004. This compares to the MSA-based liability estimate of $565.9 million ($578 million at September 30, 2004) which represents the cost of the one-time settlement of all asbestos claims against the Company. The $83.8 million higher liability estimate under the tort system includes the added cost to defend claims against the Company. However, the higher insurance recovery rate in the tort system (40%), as compared with the MSA (30%), is expected to provide the Company with greater insurance recoveries of approximately $97.8 million. Thus, the net estimated cost after anticipated insurance recoveries was reduced by $14 million, which increased net income by $9.1 million, or $0.15 per share, in the fourth quarter of 2004.

 

All discussions and financial disclosure in this press release and supporting financial statements reflect the Company’s current financial position subsequent to termination of the MSA.

 

Please see the additional asbestos-related information pr


 
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