Item 1. Financial Statements
ITEM 1: FINANCIAL STATEMENTS
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
(in millions, except per share data) 2023 2022
Net sales $ 842.9 $ 871.5
Operating costs and expenses:
Cost of sales 481.3 526.2
Selling, general and administrative 209.4 198.3
Operating profit 152.2 147.0
Other (expense) income:
Interest income 1.0 0.3
Interest expense ( 17.0 ) ( 11.1 )
Miscellaneous (expense) income, net ( 2.4 ) 3.5
Total other expense, net ( 18.4 ) ( 7.3 )
Income before income taxes 133.8 139.7
Provision for income taxes 28.1 34.7
Net income attributable to common shareholders $ 105.7 $ 105.0
Earnings per share:
Basic $ 1.87 $ 1.84
Diluted $ 1.84 $ 1.81
Average shares outstanding:
Basic 56.5 57.1
Diluted 57.3 57.9
Dividends per share $ 0.47 $ 0.47
See Notes to Condensed Consolidated Financial Statements.
4
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
March 31,
(in millions) 2023 2022
Net income before allocation to noncontrolling interests $ 105.7 $ 105.0
Components of other comprehensive income (loss), net of tax
Currency translation adjustment 12.7 ( 21.6 )
Changes in pension and postretirement plan assets and benefit obligation, net of tax 2.7 3.3
Other comprehensive income (loss), net of tax 15.4 ( 18.3 )
Comprehensive income before allocation to noncontrolling interests 121.1 86.7
Less: Noncontrolling interests in comprehensive income ( 0.1 ) 0.1
Comprehensive income attributable to common shareholders $ 121.2 $ 86.6
See Notes to Condensed Consolidated Financial Statements.
5
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions) March 31,
2023 December 31,
2022
Assets
Current assets:
Cash and cash equivalents $ 510.2 $ 657.6
Accounts receivable, net of allowance for doubtful accounts of $ 16.9 as of March 31, 2023 and $ 14.1 as of December 31, 2022
499.5 474.7
Inventories, net:
Finished goods 106.0 83.3
Finished parts and subassemblies 74.5 70.7
Work in process 42.3 39.9
Raw materials 270.1 245.9
Inventories, net 492.9 439.8
Other current assets 193.2 179.8
Total current assets 1,695.8 1,751.9
Property, plant and equipment:
Cost 1,268.9 1,250.8
Less: accumulated depreciation 760.9 740.9
Property, plant and equipment, net 508.0 509.9
Long-term deferred tax assets 9.9 8.3
Other assets 184.9 176.0
Intangible assets, net 406.5 416.6
Goodwill 1,530.9 1,527.5
Total assets $ 4,336.0 $ 4,390.2
See Notes to Condensed Consolidated Financial Statements.
6
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except per share and share data) March 31,
2023 December 31,
2022
Liabilities and equity
Current liabilities:
Short-term borrowings $ 308.5 $ 699.3
Accounts payable 247.1 286.6
Accrued liabilities 395.9 464.2
U.S. and foreign taxes on income 23.0 38.1
Total current liabilities 974.5 1,488.2
Long-term debt 880.7 543.7
Accrued pension and postretirement benefits 153.9 153.2
Long-term deferred tax liability 161.1 162.4
Other liabilities 148.1 138.7
Total liabilities 2,318.3 2,486.2
Commitments and contingencies (Note 10)
Equity:
Preferred shares, par value $ 0.01 ; 5,000,000 shares authorized
— —
Common shares, par value $ 1.00 ; 200,000,000 shares authorized, 72,440,983 shares issued
72.4 72.4
Capital surplus 376.8 373.8
Retained earnings 2,901.9 2,822.8
Accumulated other comprehensive loss ( 487.8 ) ( 503.3 )
Treasury stock ( 848.1 ) ( 864.3 )
Total shareholders’ equity 2,015.2 1,901.4
Noncontrolling interests 2.5 2.6
Total equity 2,017.7 1,904.0
Total liabilities and equity $ 4,336.0 $ 4,390.2
Share data:
Common shares issued 72,440,983 72,426,389
Less: Common shares held in treasury 15,715,676 16,101,007
Common shares outstanding 56,725,307 56,325,382
See Notes to Condensed Consolidated Financial Statements.
7
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
(in millions) 2023 2022
Operating activities:
Net income attributable to common shareholders $ 105.7 $ 105.0
Depreciation and amortization 28.6 28.6
Stock-based compensation expense 6.3 5.9
Defined benefit plans and postretirement credit 5.3 ( 2.7 )
Deferred income taxes ( 0.1 ) ( 0.9 )
Cash used for operating working capital ( 215.0 ) ( 183.7 )
Defined benefit plans and postretirement contributions ( 1.8 ) ( 2.8 )
Environmental payments, net of reimbursements ( 1.3 ) ( 1.3 )
Asbestos related payments, net of insurance recoveries — ( 7.5 )
Other 1.5 3.9
Total used for operating activities ( 70.8 ) ( 55.5 )
Investing activities:
Proceeds from disposition of capital assets 0.1 —
Capital expenditures ( 12.9 ) ( 13.0 )
Total used for investing activities ( 12.8 ) ( 13.0 )
Financing activities:
Dividends paid ( 26.6 ) ( 26.7 )
Reacquisition of shares on open market — ( 175.8 )
Stock options exercised, net of shares reacquired 12.8 0.7
Debt issuance costs ( 4.0 ) —
Net borrowings from issuance of commercial paper with maturities of 90 days or less — 104.0
Proceeds from term loan 350.0 —
Repayment of term loan ( 400.0 ) —
Total used for financing activities ( 67.8 ) ( 97.8 )
Effect of exchange rates on cash and cash equivalents 4.0 ( 5.1 )
Decrease in cash and cash equivalents ( 147.4 ) ( 171.4 )
Cash and cash equivalents at beginning of period 657.6 478.6
Cash and cash equivalents at end of period $ 510.2 $ 307.2
See Notes to Condensed Consolidated Financial Statements.
8
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
(in millions) 2023 2022
Detail of cash used for operating working capital:
Accounts receivable $ ( 22.4 ) $ ( 52.0 )
Inventories ( 50.3 ) ( 35.2 )
Other current assets ( 16.5 ) ( 5.9 )
Accounts payable ( 40.7 ) ( 9.3 )
Accrued liabilities ( 69.9 ) ( 100.1 )
U.S. and foreign taxes on income ( 15.2 ) 18.8
Total $ ( 215.0 ) $ ( 183.7 )
Supplemental disclosure of cash flow information:
Interest paid $ 14.3 $ 7.4
Income taxes paid $ 42.3 $ 13.7
See Notes to Condensed Consolidated Financial Statements.
9
CRANE HOLDINGS, CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(in millions, except share data) Common
Shares
Issued at
Par Value Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Total
Share- holders’
Equity Non-controlling
Interest Total
Equity
BALANCE DECEMBER 31, 2022 72.4 $ 373.8 $ 2,822.8 $ ( 503.3 ) $ ( 864.3 ) $ 1,901.4 $ 2.6 $ 1,904.0
Net income — — 105.7 — — 105.7 — 105.7
Cash dividends ($ 0.47 per share)
— — ( 26.6 ) — — ( 26.6 ) — ( 26.6 )
Exercise of stock options, net of shares reacquired of 297,539 shares
— — — — 19.8 19.8 — 19.8
Impact from settlement of share-based awards, net of shares acquired — ( 3.3 ) — — ( 3.6 ) ( 6.9 ) — ( 6.9 )
Stock-based compensation expense — 6.3 — — — 6.3 — 6.3
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 2.7 — 2.7 — 2.7
Currency translation adjustment — — — 12.8 — 12.8 ( 0.1 ) 12.7
BALANCE MARCH 31, 2023 72.4 $ 376.8 $ 2,901.9 $ ( 487.8 ) $ ( 848.1 ) $ 2,015.2 $ 2.5 $ 2,017.7
(in millions, except share data) Common
Shares
Issued at
Par Value Capital
Surplus Retained
Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Total
Share- holders’
Equity Non-controlling
Interest Total
Equity
BALANCE DECEMBER 31, 2021 72.4 $ 363.9 $ 2,527.3 $ ( 440.2 ) $ ( 691.1 ) $ 1,832.3 $ 2.8 $ 1,835.1
Net income — — 105.0 — — 105.0 — 105.0
Cash dividends ($ 0.47 per share)
— — ( 26.4 ) — — ( 26.4 ) — ( 26.4 )
Reacquisition on open market of 1,699,949 shares
— — — — ( 175.8 ) ( 175.8 ) — ( 175.8 )
Exercise of stock options, net of shares reacquired of 79,214 shares
— — — — 6.1 6.1 — 6.1
Impact from settlement of share-based awards, net of shares acquired — ( 5.1 ) — — ( 0.3 ) ( 5.4 ) — ( 5.4 )
Stock-based compensation expense — 5.9 — — — 5.9 — 5.9
Changes in pension and postretirement plan assets and benefit obligation, net of tax — — — 3.3 — 3.3 — 3.3
Currency translation adjustment — — — ( 21.7 ) — ( 21.7 ) 0.1 ( 21.6 )
BALANCE MARCH 31, 2022 72.4 $ 364.7 $ 2,605.9 $ ( 458.6 ) $ ( 861.1 ) $ 1,723.3 $ 2.9 $ 1,726.2
See Notes to Condensed Consolidated Financial Statements.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and, therefore, reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. These interim condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022.
As used in these notes, the terms "we," "us," "our," and the "Company" mean Crane Holdings, Co., which was renamed “Crane NXT, Co.” on April 3, 2023.
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. Certain amounts in the prior periods’ condensed consolidated financial statements have been reclassified to conform to the current period presentation.
Separation
On April 3, 2023, the Company, was separated into two independent, publicly-traded companies, in a transaction in which the Company retained its Payment & Merchandising Technologies segment and spun off its Aerospace & Electronics, Process Flow Technologies and Engineered Materials segments to the Company’s stockholders (the “Separation”).
Recent Accounting Pronouncements
The Company considered the applicability and impact of all 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 Condensed Consolidated Statement of Operations, Balance Sheets and Cash Flows.
Note 2 - Segment Results
Our segments are reported on the same basis used internally for evaluating performance and for allocating resources. As of March 31, 2023, we had four reportable segments: Aerospace & Electronics, Process Flow Technologies, Payment & Merchandising Technologies and Engineered Materials. Assets of the reportable segments exclude general corporate assets, which principally consist of cash, deferred tax assets, insurance receivables, certain property, plant and equipment, and certain other assets. Corporate consists of corporate office expenses including compensation and benefits for corporate employees, occupancy, depreciation, and other administrative costs.
A brief description of each of our segments as of March 31, 2023 are as follows:
Aerospace & Electronics
The Aerospace & Electronics segment supplies critical components and systems, including original equipment and aftermarket parts, primarily for the commercial aerospace, and the military aerospace, defense and space markets. Its brands have decades of proven experience, and in many cases invented the critical technologies in their respective markets. The business designs and delivers proven systems, reliable components, and flexible power solutions that excel in tough and mission-critical environments. Products and services are organized into six integrated solutions: Sensing Components & Systems, Electrical Power Solutions, Fluid Management Solutions, Landing & Control Systems, and Microwave Solutions.
Process Flow Technologies
The Process Flow Technologies segment is a provider of highly engineered fluid handling equipment for mission critical applications that require high reliability. The segment is comprised of Process Valves and Related Products, Commercial Valves, and Pumps and Systems. Process Valves and Related Products include on/off valves and related products for critical and demanding applications in the chemical, oil & gas, power, and general industrial end markets globally. Commercial Valves includes the manufacturing of valves and related products for the non-residential construction, general industrial, and to a lesser extent, municipal markets. Pumps and Systems include pumps and related products primarily for water and wastewater applications in the industrial, municipal, commercial and military markets.
Payment & Merchandising Technologies
The Payment & Merchandising Technologies segment consists of Crane Payment Innovations (“CPI”) and Crane Currency. CPI provides electronic equipment and associated software leveraging extensive and proprietary core capabilities with various detection and sensing technologies for applications including verification and authentication of payment transactions. CPI also provides advanced automation solutions, and processing systems, field service solutions, and remote diagnostics and productivity software solutions. Crane Currency provides advance security solutions based on proprietary micro-optic technology for the global banknote industry.
11
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Engineered Materials
The Engineered Materials segment manufactures fiberglass-reinforced plastic ("FRP") panels and coils, primarily for use in the manufacturing of recreational vehicles ("RVs"), truck bodies and trailers (Transportation), with additional applications in commercial and industrial buildings (Building Products). In the second quarter of 2022, Engineered Materials segment was no longer classified as held for sale and as such, the results of Engineered Materials segment are presented as continuing operations from second quarter of 2022. This change was applied on retroactive basis.
Financial information by reportable segment is set forth below.
Three Months Ended
March 31,
(in millions) 2023 2022
Net sales:
Aerospace & Electronics $ 180.1 $ 157.2
Process Flow Technologies 271.4 311.3
Payment & Merchandising Technologies 329.1 332.6
Engineered Materials 62.3 70.4
Total $ 842.9 $ 871.5
Operating profit:
Aerospace & Electronics $ 37.7 $ 28.1
Process Flow Technologies 63.3 49.0
Payment & Merchandising Technologies 79.4 84.2
Engineered Materials 11.4 13.4
Corporate ( 39.6 ) ( 27.7 )
Total $ 152.2 $ 147.0
Interest income 1.0 0.3
Interest expense ( 17.0 ) ( 11.1 )
Miscellaneous (expense) income, net ( 2.4 ) 3.5
Income before income taxes $ 133.8 $ 139.7
(in millions) March 31, 2023 December 31, 2022
Assets:
Aerospace & Electronics $ 698.9 $ 663.3
Process Flow Technologies 1,073.3 1,064.7
Payment & Merchandising Technologies 2,103.5 2,125.9
Engineered Materials 231.2 218.6
Corporate 229.1 317.7
Total $ 4,336.0 $ 4,390.2
(in millions) March 31, 2023 December 31, 2022
Goodwill:
Aerospace & Electronics $ 202.3 $ 202.3
Process Flow Technologies 319.5 317.3
Payment & Merchandising Technologies 837.8 836.6
Engineered Materials 171.3 171.3
Total $ 1,530.9 $ 1,527.5
12
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Revenue
Disaggregation of Revenues
The following table presents net sales disaggregated by product line for each segment:
Three Months Ended
March 31,
(in millions) 2023 2022
Aerospace & Electronics
Commercial Original Equipment $ 68.4 $ 58.7
Military and Other Original Equipment 61.9 57.4
Commercial Aftermarket Products 37.9 28.6
Military Aftermarket Products 11.9 12.5
Total Aerospace & Electronics $ 180.1 $ 157.2
Process Flow Technologies
Process Valves and Related Products $ 202.9 $ 182.9
Commercial Valves 30.6 98.2
Pumps and Systems 37.9 30.2
Total Process Flow Technologies $ 271.4 $ 311.3
Payment & Merchandising Technologies
Payment Acceptance and Dispensing Products $ 223.8 $ 211.0
Banknotes and Security Products 105.3 121.6
Total Payment & Merchandising Technologies $ 329.1 $ 332.6
Engineered Materials
FRP - Recreational Vehicles $ 20.3 $ 35.7
FRP - Building Products 32.3 27.4
FRP - Transportation 9.7 7.3
Total Engineered Materials $ 62.3 $ 70.4
Net sales $ 842.9 $ 871.5
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations represents the transaction price of firm orders which have not yet been fulfilled, which we also refer to as total backlog. As of March 31, 2023, total backlog was $ 1,580.5 million. We expect to recognize approximately 84 % of our remaining performance obligations as revenue in 2023, an additional 14 % in 2024 and the balance thereafter.
Contract Assets and Contract Liabilities
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 report contract assets, which are included within “Other current assets” in our Condensed Consolidated Balance Sheets, and contract liabilities, which are included within “Accrued liabilities” on our Condensed Consolidated Balance Sheets, on a contract-by-contract net basis at the end of each reporting period. Net contract assets and contract liabilities consisted of the following:
(in millions) March 31, 2023 December 31, 2022
Contract assets $ 97.0 $ 88.6
Contract liabilities $ 150.4 $ 142.9
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We recognized revenue of $ 38.1 million during the three-month period ended March 31, 2023, related to contract liabilities as of December 31, 2022.
Note 4 - Earnings Per Share
Our basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period. Potentially dilutive securities include outstanding stock options, restricted share units, deferred stock units and performance-based restricted share units. The 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 potentially dilutive common shares outstanding during the period.
Three Months Ended
March 31,
(in millions, except per share data) 2023 2022
Net income attributable to common shareholders $ 105.7 $ 105.0
Average basic shares outstanding 56.5 57.1
Effect of dilutive share-based awards 0.8 0.8
Average diluted shares outstanding 57.3 57.9
Earnings per basic share $ 1.87 $ 1.84
Earnings per diluted share $ 1.84 $ 1.81
Stock options, restricted share units, deferred stock units and performance-based restricted share units that were excluded from the calculation of diluted earnings per share because their effect is anti‑dilutive was 0.4 million and 0.3 million for the three months ended March 31, 2023, and 2022, respectively.
14
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Changes in Accumulated Other Comprehensive Loss
The table below provides the accumulated balances for each classification of accumulated other comprehensive income (loss), as reflected on our Condensed Consolidated Balance Sheets.
(in millions) Defined Benefit Pension and Postretirement Items Currency Translation Adjustment Total a
Balance as of December 31, 2022 $ ( 271.9 ) $ ( 231.4 ) $ ( 503.3 )
Other comprehensive income (loss) before reclassifications — 12.8 12.8
Amounts reclassified from accumulated other comprehensive loss 2.7 — 2.7
Net period other comprehensive income (loss) 2.7 12.8 15.5
Balance as of March 31, 2023 $ ( 269.2 ) $ ( 218.6 ) $ ( 487.8 )
a
Net of tax benefit of $ 107.3 million and $ 106.6 million as of March 31, 2023 and December 31, 2022, respectively.
The table below illustrates the amounts reclassified out of each component of accumulated other comprehensive loss for the three month ended March 31, 2023, and 2022. Amortization of pension and postretirement components has been recorded within “Miscellaneous (expense) income, net” on our Condensed Consolidated Statements of Operations.
Three Months Ended March 31,
(in millions) 2023 2022
Amortization of pension items:
Net loss 3.8 4.8
Amortization of postretirement items:
Prior service costs ( 0.2 ) ( 0.3 )
Net gain ( 0.2 ) —
Total before tax $ 3.4 $ 4.5
Tax impact 0.7 1.2
Total reclassifications for the period $ 2.7 $ 3.3
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Defined Benefit and Postretirement Benefits
For all plans, the components of net periodic benefit for the three months ended March 31, 2023, and 2022 are as follows:
Pension Postretirement
(in millions) 2023 2022 2023 2022
Service cost $ 1.3 $ 1.3 $ — $ 0.1
Interest cost 9.5 5.2 0.2 0.2
Expected return on plan assets ( 12.2 ) ( 13.9 ) — —
Amortization of prior service cost — — ( 0.2 ) ( 0.3 )
Amortization of net (gain) loss 3.8 4.8 ( 0.2 ) —
Settlement loss 1.8 — — —
Curtailment loss 1.1 — — —
Net periodic loss (benefit) $ 5.3 $ ( 2.6 ) $ ( 0.2 ) $ —
The components of net periodic benefit, other than the service cost component, are included in “Miscellaneous (expense) income, net” in our Condensed Consolidated Statements of Operations. Service cost is recorded within “Cost of sales” and “Selling, general and administrative” in our Condensed Consolidated Statements of Operations.
We expect to contribute the following to our pension and postretirement plans:
(in millions) Pension Postretirement
Expected contributions in 2023 $ 20.0 $ 2.3
Amounts contributed during the three months ended March 31, 2023 $ 0.3 $ 1.5
16
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Income Taxes
Effective Tax Rates
Our quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the periods presented.
Our effective tax rates are as follows:
Three Months Ended March 31,
2023 2022
Effective Tax Rate 21.0 % 25.0 %
Our effective tax rate for the three months ended March 31, 2023 is lower than the prior year’s comparable period primarily due to the greater benefit related to share-based compensation partially offset by higher non-U.S. taxes.
Our effective tax rate attributable to continuing operations for the three months ended March 31, 2023 is equal to the statutory U.S. federal tax rate of 21%. The effective tax rate is the result of permanent increases and decreases that net against each other and offset.
Unrecognized Tax Benefits
During the three months ended March 31, 2023, our gross unrecognized tax benefits, excluding interest and penalties, increased by $ 0.5 million, primarily due to increases in tax positions taken in the current periods, partially offset by reductions as a result of positions taken during prior period. During the three months ended March 31, 2023, the total amount of unrecognized tax benefits that, if recognized, would cause our effective tax rate to increase by $ 0.8 million . The difference between these amounts relates to (1) offsetting tax effects from other tax jurisdictions, and (2) interest expense, net of deferred taxes.
During the three months ended March 31, 2023, we recognized $ 0.5 million of interest expense related to unrecognized tax benefits in our Condensed Consolidated Statement of Operations. As of March 31, 2023 and December 31, 2022, the total amount of accrued interest and penalty expense related to unrecognized tax benefits recorded in our Condensed Consolidated Balance Sheets was $ 5.3 million and $ 4.8 million, respectively.
During the next twelve months, it is reasonably possible that our unrecognized tax benefits may decrease by $ 13.4 million due to expiration of statutes of limitations and settlements with tax authorities. However, if the ultimate resolution of income tax examinations results in amounts that differ from this estimate, we will record additional income tax expense or benefit in the period in which such matters are effectively settled.
17
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Goodwill and 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” as it relates to the accounting for goodwill in our condensed 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 for 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 March 31, 2023, we had six reporting units.
Intangibles with indefinite useful lives, consisting of trade names, 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 also 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.
Changes to goodwill are as follows:
(in millions) Aerospace & Electronics Process Flow Technologies Payment & Merchandising Technologies Engineered Materials Total
Balance as of December 31, 2022 $ 202.3 $ 317.3 $ 836.6 $ 171.3 $ 1,527.5
Currency translation — 2.2 1.2 — 3.4
Balance as of March 31, 2023 $ 202.3 $ 319.5 $ 837.8 $ 171.3 $ 1,530.9
As of March 31, 2023, we had $ 406.5 million of net intangible assets, of which $ 67.4 million were intangibles with indefinite useful lives. As of December 31, 2022, we had $ 416.6 million of net intangible assets, of which $ 67.3 million were intangibles with indefinite useful lives.
Changes to intangible assets are as follows:
(in millions) Three Months Ended
March 31, 2023 Year Ended December 31, 2022
Balance at beginning of period, net of accumulated amortization $ 416.6 $ 467.1
Amortization expense ( 10.4 ) ( 41.7 )
Currency translation and other 0.3 ( 8.8 )
Balance at end of period, net of accumulated amortization $ 406.5 $ 416.6
18
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A summary of intangible assets are as follows:
March 31, 2023 December 31, 2022
(in millions) Weighted Average
Amortization Period of Finite Lived Assets (in years) Gross
Asset Accumulated
Amortization Net Gross
Asset Accumulated
Amortization Net
Intellectual property rights 15.1 $ 132.4 $ 59.5 $ 72.9 $ 132.1 $ 59.1 $ 73.0
Customer relationships and backlog 18.4 636.2 338.3 297.9 635.5 329.8 305.7
Drawings 40.0 11.1 10.7 0.4 11.1 10.7 0.4
Other 11.7 141.8 106.5 35.3 141.3 103.8 37.5
Total 18.0 $ 921.5 $ 515.0 $ 406.5 $ 920.0 $ 503.4 $ 416.6
Future amortization expense associated with intangible assets is expected to be:
(in millions)
Remainder of 2023 $ 31.4
2024 41.1
2025 35.7
2026 35.5
2027 34.9
2028 and after 160.5
Note 9 - Accrued Liabilities
Accrued liabilities consist of:
(in millions) March 31,
2023 December 31,
2022
Employee related expenses $ 86.3 $ 156.6
Warranty 8.7 7.4
Current lease liabilities 16.2 19.0
Contract liabilities 150.4 142.9
Other 134.3 138.3
Total $ 395.9 $ 464.2
19
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Commitments and Contingencies
Environmental Matters
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 March 31, 2023 is substantially related to the former manufacturing site in Goodyear, Arizona (the “Goodyear Site”) discussed below. On June 21, 2021, we completed the sale of substantially all of the property associated with what we have historically called the Goodyear Site for $ 8.7 million, retaining only a small parcel on which our remediation and treatment systems are located. We will continue to be responsible for all remediation costs associated with the Goodyear Site.
On August 12, 2022, Crane Holdings, Co., Crane Company, a then wholly-owned subsidiary of Crane Holdings, Co., and Redco Corporation (f/k/a Crane Co., (“Redco”) a then wholly-owned subsidiary of Crane Company that held liabilities including asbestos liabilities and related insurance assets, entered into the a Stock Purchase Agreement (the “Redco Purchase Agreement”) with Spruce Lake Liability Management Holdco LLC (“Redco Buyer”), an unrelated third party 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”). Pursuant to the terms of the Redco Purchase Agreement, Crane Company and Redco Buyer will each indemnify the other for breaches of representations and warranties, breaches of covenants and obligations and certain liabilities, subject to the terms of the Redco Purchase Agreement. Such covenants and obligations include obligations of Crane Company to indemnify Redco and its affiliates for all other historical liabilities of Redco, which include certain potential environmental liabilities. Crane Holdings, Co. guaranteed the full payment and performance of Crane Company’s indemnification obligations under the Redco Purchase Agreement. On April 3, 2023, Crane Holdings, Co. completed the Separation, pursuant to which, among other things, all outstanding shares of Crane Company were distributed to Crane Holdings, Co.’s stockholders. Upon completion of the Separation, pursuant to the terms of the Redco Purchase Agreement, Crane Holdings, Co was released from its guarantee of Crane Company’s indemnification obligations under the Redco Purchase Agreement. Prior to the effective date of the Redco Sale, the U.S. Department of Justice agreed that Crane Holdings, Co. and, following completion of the Separation, Crane Company will be primarily liable for the Goodyear Site. The New Jersey Department of Environmental Protection agreed to transfer the liability of the Roseland Site to Crane Holdings, Co., and to further transfer this environmental liability to Crane Company upon effectiveness of the Separation. The potential liability for the Crab Orchard Site referenced below remains a direct obligation of Redco. As noted above, however, Crane Company, and Crane Holdings, Co. (as guarantor until the completion of the Separation), agreed to indemnify Redco Buyer against the Goodyear, Roseland, and Crab Orchard environmental liabilities. Thus, references below to “we”, and “us” refer to Crane Company in its capacity as the primarily responsible party for the Goodyear and Roseland Sites, and as indemnitor to the Redco Buyer on the Crab Orchard Site.
Goodyear Site
The Goodyear Site was operated by Unidynamics/Phoenix, Inc. (“UPI”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired UPI’s parent company, UniDynamics Corporation. UPI was an indirect subsidiary of Crane Holdings, Co. pre-Separation and became an indirect subsidiary of Crane Company following completion of the Separation. UPI manufactured explosive and pyrotechnic compounds, including components for critical military programs, for the U.S. Government at the Goodyear Site from 1962 to 1993, under contracts with the U.S. Department of Defense and other government agencies and certain of their prime contractors. In 1990, the U.S. Environmental Protection Agency (“EPA”) issued administrative orders requiring UPI to design and conduct certain remedial actions, which UPI has done. Groundwater extraction and treatment systems have been in operation at the Goodyear Site since 1994. On July 26, 2006, we entered a consent decree with the EPA with respect to the Goodyear Site providing for, among other things, a work plan for further investigation and remediation activities (inclusive of a supplemental remediation investigation and feasibility study). During the third quarter of 2014, the EPA issued a Record of Decision (“ROD”) amendment permitting, among other things, additional source area remediation resulting in us recording a charge of $ 49.0 million, extending the accrued costs through 2022. Following the 2014 ROD amendment, we continued our remediation activities and explored an alternative strategy to accelerate remediation of the site. During the fourth quarter of 2019, we received conceptual agreement from the EPA on our alternative remediation strategy which is expected to further reduce the contaminant plume. Accordingly, in 2019, 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 $ 23.7 million and $ 24.8 million as of March 31, 2023 and December 31, 2022, respectively and as described below, a portion is reimbursable by the U.S. Government. The current portion of the total estimated liability was $ 7.8 million and $ 7.7 million as of March 31, 2023 and December 31, 2022, respectively, and represents our best estimate, in consultation with our technical advisors, of total remediation costs expected to be paid during the next twelve-month period. It is not possible at this point to reasonably estimate the amount of any obligation in excess of our current accruals through the 2027 forecast period because of the aforementioned uncertainties, in particular,
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
the continued significant changes in the Goodyear Site conditions and additional expectations of remediation activities experienced in recent years.
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. As of March 31, 2023 and December 31, 2022, we recorded a receivable of $ 4.7 million and $ 4.8 million, respectively, for the expected reimbursements from the U.S. Government in respect of the aggregate liability as at that date. The receivable is reduced as reimbursements and other payments from the U.S. Government are received.
Other Environmental Matters
Roseland, NJ Site
The Roseland Site was operated by Resistoflex Corporation (“Resistoflex”), which became an indirect subsidiary in 1985 when Crane Co. (n/k/a Redco) acquired Resistoflex’s parent company, UniDynamics Corporation. Resistoflex manufactured specialty lined pipe and fittings at the site from the 1950s until it was closed in the mid-1980s. We undertook an extensive soil remediation effort at the Roseland Site following our closure and had been monitoring the Site’s condition in the years that followed. In response to changes in remediation standards, in 2014 we began to conduct further site characterization and delineation studies at the Site. We are in the late stages of our remediation activities at the Site, which include a comprehensive delineation of contaminants of concern in soil, groundwater, surface water, sediment, and indoor air in certain buildings, all in accordance with the New Jersey Department of Environmental Protection guidelines and directives.
Marion, IL Site
Crane Co. (n/k/a Redco) has been identified as a potentially responsible party (“PRP”) with respect to environmental contamination at the Crab Orchard National Wildlife Refuge Superfund Site (the “Crab Orchard Site”). The Crab Orchard Site is located near Marion, Illinois, and consists of approximately 55,000 acres. Beginning in 1941, the United States used the Crab Orchard Site for the production of ordnance and other related products for use in World War II. In 1947, about half of the Crab Orchard Site was leased to a variety of industrial tenants whose activities (which continue to this day) included manufacturing ordnance and explosives. Unidynamics Corporation formerly leased portions of the Crab Orchard Site and conducted manufacturing operations at the Crab Orchard Site from 1952 until 1964. General Dynamics Ordnance and Tactical Systems, Inc. (“GD-OTS”) is in the process of conducting a remedial investigation and feasibility study (“RI-FS”) for a portion of the Crab Orchard Site (the “AUS-OU”), which includes an area where we maintained operations, pursuant to an Administrative Order on Consent (the “AOC”). A remedial investigation report was approved in February 2015, and work on the feasibility study is underway. It is unclear when the final feasibility study will be completed, or when a final Record of Decision (“ROD”) may be issued. As noted above, we have agreed to indemnify Redco Buyer against the Crab Orchard environmental liabilities, and accordingly we act as Redco’s agent with respect to such liabilities.
GD-OTS asked Crane Co. (n/k/a Redco) to participate in a voluntary, multi-party mediation exercise with respect to response costs that GD-OTS has incurred or will incur with respect to the AUS-OU, and Crane Co. (n/k/a Redco), the U.S. Government, and other PRPs entered into a non-binding mediation agreement in 2015. We have stepped into Redco’s position as a participant in the mediation. The first phase of the mediation, involving certain former munitions or ordnance storage areas, began in November 2017, but did not result in a multi-party settlement agreement. Subsequently, Redco entered discussions directly with GD-OTS and reached an agreement, as of July 13, 2021, to contribute toward GD-OTS’s past RI-FS costs associated with the first-phase areas for an immaterial amount. We, as indemnitor, have also agreed to pay a modest percentage of future RI-FS costs and the United States’ claimed past response costs relative to the first-phase areas, a sum that has proven to be and we expect to continue to be, in the aggregate, an immaterial amount. We understand that GD-OTS has also reached agreements with the U.S. Government and the other participating PRPs related to the first-phase areas of concern.
Negotiations between GD-OTS, the U.S. Government and remaining participants are underway with respect to resolution of the U.S. Government’s liability for, and contribution claims with respect to, RI/FS costs associated with the remaining areas of the site, including those portions of the Crab Orchard Site where Redco’s predecessor conducted manufacturing and research activities. The participants have reached agreement in principle on a framework for resolving the U.S. Government’s share of RI/FS costs, subject to consummation of a mutually-agreeable consent decree, but we at present cannot predict whether or when these negotiations will result in a definitive agreement. Further, negotiations are ongoing between us and GD-OTS
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
regarding a potential resolution of GD-OTS’ claim for costs that it has incurred in performing its obligations under the AOC. We at present cannot predict when any determination of the ultimate allocable shares of GD-OTS and U.S. Government response costs for which we may be liable is likely to be completed. None of these discussions address responsibility for the performance of, or payment of costs incurred in connection with, any remedial design or remedial action that may be required pursuant to the ROD (when it is ultimately issued). It is not possible at this time to reasonably estimate the total amount of any obligation for remediation of the Crab Orchard Site as a whole because the allocation among PRPs, selection of remediation alternatives, and concurrence of regulatory authorities have not yet advanced to the stage where a reasonable estimate can be made. Insurers with contractual coverage obligations for this site have been notified of this potential liability and have been providing coverage, subject to reservations of rights.
Asbestos Liability
As a result of the Redco Sale, all asbestos obligations and liabilities, related insurance assets and associated deferred tax assets of Redco were removed from the Company’s condensed consolidated balance sheets effective August 12, 2022 and the Company no longer has any obligation with respect to pending and future asbestos claims.
The gross settlement and defense costs incurred for the periods presented was as follows:
Three Months Ended
March 31,
(in millions) 2023 2022
Settlement / indemnity costs incurred $ — $ 10.5
Defense costs incurred — 2.5
Total costs incurred $ — $ 13.0
The total pre-tax payments for settlement and defense costs, net of funds received from insurers, for the periods presented was as follows:
Three Months Ended
March 31,
(in millions) 2023 2022
Settlement / indemnity payments $ — $ 9.6
Defense payments — 2.1
Insurance receipts — ( 4.2 )
Pre-tax cash payments, net $ — $ 7.5
Other Proceedings
We regularly review the status of lawsuits, claims and proceedings that have been or may be asserted against us relating to the conduct of our business, including those pertaining to product liability, patent infringement, commercial, employment, employee benefits, environmental and stockholder matters. We record a provision for a liability for such matters when it is considered probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions, if any, are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, we assess whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss or additional loss may have been incurred for such matters, we disclose the estimate of the amount of loss or range of loss, disclose that the amount is immaterial, or disclose that an estimate of loss cannot be made, as applicable. We believe that as of March 31, 2023, there was no reasonable possibility that a material loss, or any additional material losses, may have been incurred for such matters, and that adequate provision has been made in our financial statements for the potential impact of all such matters.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Financing
Our debt consisted of the following:
(in millions) March 31,
2023 December 31,
2022
4.45 % notes due December 2023 a
$ 299.8 $ 299.7
Term Facility 8.7 —
364 -Day Credit Agreement
— 399.6
Total short-term borrowings $ 308.5 $ 699.3
Term Facility a
$ 339.3 $ —
6.55 % notes due November 2036 a
198.6 198.6
4.20 % notes due March 2048 a
346.5 346.5
Other deferred financing costs associated with credit facilities ( 3.7 ) ( 1.4 )
Total long-term debt $ 880.7 $ 543.7
(a) Debt discounts and debt issuance costs totaled $ 7.1 million and $ 5.6 million as of March 31, 2023 and December 31, 2022, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of the debt table above.
Credit Facilities – On March 17, 2023, the Company entered into a new senior secured credit agreement (the “Credit Agreement”), which provides for (i) a $ 500 million, 5 -year revolving credit facility (the “Revolving Facility”) and (ii) a $ 350 million, 3 -year term loan facility (the “Term Facility”), funding under each of which became available in connection with the Separation, upon the satisfaction of customary conditions of facilities of this type. On March 31, 2023, the Company borrowed the full amount of the Term Facility.
The Revolving Facility allows us to borrow, repay and re-borrow funds from time to time prior to the maturity of the Revolving Facility without any penalty or premium, subject to customary borrowing conditions for facilities of this type and the reimbursement of breakage costs. Borrowings under the Term Facility are prepayable without premium or penalty, subject to customary reimbursement of breakage costs. Interest on loans advanced under the Credit Agreement accrues, at our option, at a rate per annum equal to (1) 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 (2) 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 (the “Ratings”) and our total net leverage ratio. We are required to pay a fee on undrawn commitments under the Revolving Facility at a rate per annum that ranges from 0.20 % to 0.35 %, based on the lower of the Ratings and our total net leverage ratio. The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates, hedging arrangements and amendments to our organizational documents or to certain subordinated debt agreements. As of the last day of each fiscal quarter, our total net leverage ratio cannot exceed 3.50 to 1.00 (provided that, at our election, such maximum ratio may be increased to 4.00 to 1.00 for specified periods following our consummation of certain material acquisitions) and our minimum interest coverage ratio must be at least 3.00 to 1.00. The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.
The $ 650 million revolving credit facility and commercial paper program disclosed below were replaced by commitments under the new $ 500 million, 5 -year Revolving Credit Agreement, with funding available upon Separation, subject to customary conditions precedent for facilities of this type. The commercial paper program will no longer be available upon Separation.
364-Day Credit Agreement - On August 11, 2022, the Company entered into a senior unsecured 364 -day credit facility (the “ 364 -Day Credit Agreement”) under which it borrowed term loans denominated in U.S. dollars (the “Term Loans”) in an aggregate principal amount of $ 400 million. Interest on the Term Loans accrued at a rate per annum equal to, at the Company’s option, (a) a base rate (determined in a customary manner), plus a margin of 0.25 % or 0.50 % that was determined based upon the ratings by S&P and Moody’s of the Company’s senior unsecured long-term debt (the “Index Debt Rating”) or (b) an adjusted Term SOFR (determined in a customary manner) for an interest period to be selected by the Company, plus a margin of 1.25 % or 1.50 % that was determined based upon the Index Debt Rating. During the first quarter of 2023, the Company repaid the remaining principal of $ 400 million under the 364 -Day Credit Agreement.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Commercial paper program - On July 28, 2021, we increased the size of the commercial paper program (“CP Program”) to permit the issuance of short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $ 650 million at any time outstanding. Prior to this increase, the CP Program permitted us to issue commercial paper notes in an aggregate principal amount not to exceed $ 550 million at any time outstanding. The notes ranked at least pari passu with all of our other unsecured and unsubordinated indebtedness. As of March 31, 2023 and December 31, 2022, there were no outstanding borrowings under the commercial paper program.
R evolving Credit Facility - On July 28, 2021, we entered into a $ 650 million, 5 -year Revolving Credit Agreement (the “2021 Facility”). The 2021 Facility allowed us to borrow, repay, or to the extent permitted by the agreement, prepay and re-borrow funds at any time prior to the stated maturity date. Interest on loans made under the 2021 Facility accrued, at our option, at a rate per annum equal to (1) a base rate, plus a margin ranging from 0.00 % to 0.50 % depending upon the ratings by S&P and Moody’s of our senior unsecured long-term debt (the "Index Debt Rating"), or (2) an adjusted LIBO rate or the applicable replacement rate (determined based on “hardwired” LIBOR transition provisions consistent with those published by the Alternative References Rates Committee) for an interest period to be selected by us, plus a margin ranging from 0.805 % to 1.50 % depending upon the Index Debt Rating. The 2021 Facility contained customary affirmative and negative covenants for credit facilities of this type, including limitations on us and our subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and hedging arrangements. We also were required to maintain a debt to capitalization ratio not to exceed 0.65 to 1.00 at all times. The 2021 Facility also provided for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by us or any of our material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting us and our material subsidiaries, certain ERISA events, material judgments and a change in control of us. As of March 31, 2023 and December 31, 2022, there were no outstanding borrowings under the 2021 Facility.
Note 12 - Fair Value Measurements
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are to be considered from the perspective of a market participant that holds the asset or owes the liability. The standards also establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The standards describe three levels of inputs that may be used to measure fair value:
Level 1 : Quoted prices in active markets for identical or similar assets and liabilities.
Level 2 : Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets and liabilities. Level 2 assets and liabilities include over-the-counter derivatives, principally forward foreign exchange contracts, whose value is determined using pricing models with inputs that are generally based on published foreign exchange rates and exchange traded prices, adjusted for other specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Valuation Technique
The carrying value of our financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We are exposed to certain risks related to our ongoing business operations, including market risks related to fluctuation in currency exchange. We use foreign exchange contracts to manage the risk of certain cross-currency business relationships to minimize the impact of currency exchange fluctuations on our earnings and cash flows. We do not hold or issue derivative financial instruments for trading or speculative purposes. Foreign exchange contracts not designated as hedging instruments had a notional value of $ 4.9 million and $ 89.7 million as of March 31, 2023 and December 31, 2022, respectively. Our derivative assets and liabilities include foreign exchange contract derivatives that are measured at fair value using internal models based on observable market inputs such as forward rates and interest rates. Based on these inputs, the derivatives are classified within Level 2 of the valuation hierarchy. Such derivative receivable amounts are recorded within “Other current assets” on our Condensed Consolidated Balance Sheets and were $ 0.1 million and $ 5.9 million as of March 31, 2023 and December 31, 2022, respectively. Such derivative liability amounts are recorded within “Accrued liabilities” on our Condensed Consolidated Balance Sheets and there were no derivative liabilities as of March 31, 2023 and December 31, 2022, respectively.
Available-for-sale securities consist of rabbi trust investments that hold marketable securities for the benefit of participants in our Supplemental Executive Retirement Plan. These investments are measured at fair value using quoted market prices in an active market and are therefore classified within Level 1 of the valuation hierarchy. The fair value of available-for-sale securities was $ 0.4 million and $ 0.4 million as of March 31, 2023 and December 31, 2022, respectively. These investments are included in “Other assets” on our Condensed Consolidated Balance Sheets.
Long-term debt rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value for debt issues that are not quoted on an exchange. The estimated fair value of total debt, measured using Level 2 inputs, was $ 779.0 million and $ 753.1 million as of March 31, 2023 and December 31, 2022, respectively.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 - Restructuring
Overview
2022 Repositioning - In the fourth quarter of 2022, in response to economic uncertainty, we initiated modest workforce reductions of approximately 300 employees, or about 3 % of our global workforce. We expect to complete the program in the first quarter of 2024.
2019 Repositioning - In the fourth quarter of 2019, we initiated actions to consolidate two manufacturing operations in Europe within our Process Flow Technologies segment. In 2020, we recorded additional severance costs related to the final negotiation with the works council/union at both locations. These actions, taken together, included workforce reductions of approximately 180 employees, or less than 1 % of our global workforce. We expect to complete the program in the fourth quarter of 2023.
The following table summarizes the cumulative restructuring costs, net incurred through March 31, 2023. As of March 31, 2023, we do not expect to incur additional facility consolidation costs to complete these actions.
Cumulative Restructuring Costs, Net
(in millions) Severance Other Total
Aerospace & Electronics $ 1.5 $ — $ 1.5
Process Flow Technologies 6.3 — 6.3
Payment & Merchandising Technologies 5.7 0.5 6.2
Engineered Materials 0.4 — 0.4
2022 Repositioning $ 13.9 $ 0.5 $ 14.4
Process Flow Technologies $ 14.9 $ ( 2.8 ) $ 12.1
2019 Repositioning $ 14.9 $ ( 2.8 ) $ 12.1
Restructuring Liability
The following table summarizes the accrual balances related to each restructuring program:
(in millions) 2022 Repositioning 2019 Repositioning Total
Severance:
Balance as of December 31, 2022 (a)
$ 14.2 $ 2.4 $ 16.6
Utilization ( 4.1 ) ( 1.0 ) ( 5.1 )
Balance as of March 31, 2023 (a)
$ 10.1 $ 1.4 $ 11.5
(a) Included within Accrued Liabilities in the Condensed Consolidated Balance Sheets.
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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14- Subsequent Event
Dividend from Crane Company
Prior to the consummation of the Separation, the Board of Directors of Crane Company declared a one-time cash dividend in the amount of $ 275 million to Crane Holdings, Co., its sole stockholder at that time, and paid such dividend on April 3, 2023, prior to the consummation of the Separation.
The Separation and Distribution
On April 3, 2023, the Separation was completed. In connection with the Separation, 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.
4.45% Senior Notes due 2023
On April 4, 2023, the Company redeemed all of its outstanding 4.45 % senior notes due 2023, of which $ 300 million aggregate principal amount was outstanding upon redemption.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS