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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-10702
Terex Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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34-1531521 |
(State of Incorporation) |
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(IRS Employer Identification No.) |
200 Nyala Farm Road, Westport, Connecticut 06880
(Address of principal executive offices)
(203) 222-7170
(Registrant’s telephone number, including area code)
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.01 par value) |
TEX |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required
to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth
company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer |
☒
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
☒
Number of outstanding shares of common stock: 69.3 million as
of April 28, 2020.
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The Exhibit Index begins on page
48.
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GENERAL
Unless specifically noted otherwise, this Quarterly Report on Form
10-Q filed by Terex Corporation generally speaks as of
March 31, 2020 and excludes discontinued operations.
Discontinued operations primarily relate to the
Demag® mobile
cranes business and mobile crane product lines that were previously
manufactured in our Oklahoma City facility. See Note D -
“Discontinued Operations and Assets and Liabilities Held for Sale”
in the Notes to the Condensed Consolidated Financial Statements for
further information. Unless otherwise indicated, Terex Corporation,
together with its consolidated subsidiaries, is hereinafter
referred to as “Terex,” the “Registrant,” “us,” “we,” “our” or the
“Company.”
Forward-Looking Information
Certain information in this Quarterly Report includes
forward-looking statements (within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of
1995) regarding future events or our future financial performance
that involve certain contingencies and uncertainties, including
those discussed below in the section entitled “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations – Contingencies and Uncertainties.” In
addition, when included in this Quarterly Report or in documents
incorporated herein by reference, the words “may,” “expects,”
“should,” “intends,” “anticipates,” “believes,” “plans,”
“projects,” “estimates,” “will” and the negatives thereof and
analogous or similar expressions are intended to identify
forward-looking statements. However, the absence of these words
does not mean that the statement is not forward-looking. We have
based these forward-looking statements on current expectations and
projections about future events. These statements are not
guarantees of future performance. Such statements are inherently
subject to a variety of risks and uncertainties that could cause
actual results to differ materially from those reflected in such
forward-looking statements. Such risks and uncertainties, many of
which are beyond our control, include, among others:
•our
business has been, and could be further, adversely impacted by an
outbreak of a new strain of coronavirus (“COVID-19”);
•our
business is cyclical and weak general economic conditions affect
the sales of our products and financial results;
•changes
in import/export regulatory regimes and the escalation of global
trade conflicts could continue to negatively impact sales of our
products and our financial results;
•our
financial results could be adversely impacted by the United
Kingdom’s (“U.K.”) departure from the European Union
(“E.U.”);
•changes
affecting the availability of the London Interbank Offered Rate
("LIBOR") may have consequences on us that cannot yet reasonably be
predicted;
•our
need to comply with restrictive covenants contained in our debt
agreements;
•our
ability to generate sufficient cash flow to service our debt
obligations and operate our business;
•our
ability to access the capital markets to raise funds and provide
liquidity;
•our
business is sensitive to government spending;
•our
business is highly competitive and is affected by our cost
structure, pricing, product initiatives and other actions taken by
competitors;
•our
retention of key management personnel;
•the
financial condition of suppliers and customers, and their continued
access to capital;
•exposure
from providing financing and credit support for some of our
customers;
•we
may experience losses in excess of recorded reserves;
•we
are dependent upon third-party suppliers, making us vulnerable to
supply shortages and price increases;
•our
business is global and subject to changes in exchange rates between
currencies, commodity price changes, regional economic conditions
and trade restrictions;
•our
operations are subject to a number of potential risks that arise
from operating a multinational business, including compliance with
changing regulatory environments, the Foreign Corrupt Practices Act
and other similar laws and political instability;
•a
material disruption to one of our significant
facilities;
•possible
work stoppages and other labor matters;
•compliance
with changing laws and regulations, particularly environmental and
tax laws and regulations;
•litigation,
product liability claims and other liabilities;
•our
ability to comply with an injunction and related obligations
imposed by the United States Securities and Exchange Commission
(“SEC”);
•disruption
or breach in our information technology systems and storage of
sensitive data;
•our
ability to successfully implement our Execute to Win strategy;
and
•other
factors.
Actual events or our actual future results may differ materially
from any forward-looking statement due to these and other risks,
uncertainties and significant factors. The forward-looking
statements contained herein speak only as of the date of this
Quarterly Report and the forward-looking statements contained in
documents incorporated herein by reference speak only as of the
date of the respective documents. We expressly disclaim any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained or
incorporated by reference in this Quarterly Report to reflect any
change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.
TEREX CORPORATION AND SUBSIDIARIES
Index to Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2020
PART I.FINANCIAL
INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS
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TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(LOSS)
(unaudited)
(in millions, except per share data)
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Three Months Ended
March 31, |
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2020 |
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2019 |
Net sales |
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$ |
833.6 |
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$ |
1,136.6 |
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Cost of goods sold |
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(696.9) |
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(898.8) |
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Gross profit |
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136.7 |
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237.8 |
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Selling, general and administrative expenses |
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(143.8) |
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(138.1) |
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Income (loss) from operations |
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(7.1) |
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99.7 |
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Other income (expense) |
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Interest income |
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0.9 |
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1.7 |
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Interest expense |
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(17.7) |
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(23.0) |
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Other income (expense) – net |
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(1.6) |
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(3.2) |
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Income (loss) from continuing operations before income
taxes |
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(25.5) |
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75.2 |
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(Provision for) benefit from income taxes |
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0.8 |
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(18.0) |
|
Income (loss) from continuing operations |
|
|
|
|
(24.7) |
|
|
57.2 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
(0.2) |
|
|
(124.4) |
|
Gain (loss) on disposition of discontinued operations – net of
tax |
|
|
|
|
— |
|
|
0.6 |
|
Net income (loss) |
|
|
|
|
$ |
(24.9) |
|
|
$ |
(66.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
|
|
$ |
(0.35) |
|
|
$ |
0.81 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
— |
|
|
(1.76) |
|
Gain (loss) on disposition of discontinued operations – net of
tax |
|
|
|
|
— |
|
|
0.01 |
|
Net income (loss) |
|
|
|
|
$ |
(0.35) |
|
|
$ |
(0.94) |
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
|
|
$ |
(0.35) |
|
|
$ |
0.79 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
— |
|
|
(1.73) |
|
Gain (loss) on disposition of discontinued operations – net of
tax |
|
|
|
|
— |
|
|
0.01 |
|
Net income (loss) |
|
|
|
|
$ |
(0.35) |
|
|
$ |
(0.93) |
|
Weighted average number of shares outstanding in per share
calculation |
|
|
|
|
|
|
|
Basic |
|
|
|
|
70.5 |
|
|
70.6 |
|
Diluted |
|
|
|
|
70.5 |
|
|
71.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
|
|
|
$ |
(81.1) |
|
|
$ |
(68.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(in millions, except par value)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ |
511.3 |
|
|
$ |
535.1 |
|
Trade receivables (net of allowance of $10.8 and $9.9
at March 31, 2020 and December 31, 2019, respectively)
|
402.0 |
|
|
401.9 |
|
Inventories |
823.0 |
|
|
847.7 |
|
Prepaid and other current assets |
229.3 |
|
|
235.0 |
|
|
|
|
|
Total current assets |
1,965.6 |
|
|
2,019.7 |
|
Non-current assets |
|
|
|
Property, plant and equipment – net |
388.8 |
|
|
389.4 |
|
|
|
|
|
Goodwill |
261.2 |
|
|
269.9 |
|
Intangible assets – net |
9.2 |
|
|
9.7 |
|
|
|
|
|
Other assets |
489.9 |
|
|
506.9 |
|
|
|
|
|
Total assets |
$ |
3,114.7 |
|
|
$ |
3,195.6 |
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
Current liabilities |
|
|
|
Current portion of long-term debt |
$ |
7.0 |
|
|
$ |
6.9 |
|
Trade accounts payable |
454.9 |
|
|
508.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current liabilities |
313.7 |
|
|
357.4 |
|
|
|
|
|
Total current liabilities |
775.6 |
|
|
872.4 |
|
Non-current liabilities |
|
|
|
Long-term debt, less current portion |
1,338.1 |
|
|
1,168.8 |
|
|
|
|
|
|
|
|
|
Other non-current liabilities |
214.8 |
|
|
222.1 |
|
|
|
|
|
Total liabilities |
2,328.5 |
|
|
2,263.3 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
Common stock, $0.01 par value – authorized 300.0 shares; issued
82.8 and 82.2 shares at March 31, 2020 and December 31, 2019,
respectively
|
0.9 |
|
|
0.8 |
|
Additional paid-in capital |
821.5 |
|
|
824.4 |
|
Retained earnings |
736.0 |
|
|
771.4 |
|
Accumulated other comprehensive income (loss) |
(313.7) |
|
|
(257.5) |
|
Less cost of shares of common stock in treasury – 14.2 and 11.8
shares at March 31, 2020 and December 31, 2019,
respectively
|
(458.5) |
|
|
(406.8) |
|
|
|
|
|
|
|
|
|
Total stockholders’ equity |
786.2 |
|
|
932.3 |
|
Total liabilities and stockholders’ equity |
$ |
3,114.7 |
|
|
$ |
3,195.6 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY
(unaudited)
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
Shares |
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Common
Stock in
Treasury |
|
Non-controlling
Interest |
|
Total |
Balance at December 31, 2019 |
70.4 |
|
|
$ |
0.8 |
|
|
$ |
824.4 |
|
|
$ |
771.4 |
|
|
$ |
(257.5) |
|
|
$ |
(406.8) |
|
|
$ |
— |
|
|
$ |
932.3 |
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
(24.9) |
|
|
— |
|
|
— |
|
|
— |
|
|
(24.9) |
|
Other comprehensive income (loss) – net of tax
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(56.2) |
|
|
— |
|
|
— |
|
|
(56.2) |
|
Issuance of common stock |
0.6 |
|
|
0.1 |
|
|
26.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
26.5 |
|
Compensation under stock-based plans – net
|
0.1 |
|
|
— |
|
|
(29.5) |
|
|
— |
|
|
— |
|
|
3.2 |
|
|
— |
|
|
(26.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
— |
|
|
— |
|
|
0.2 |
|
|
(8.6) |
|
|
— |
|
|
— |
|
|
— |
|
|
(8.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock |
(2.5) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(54.9) |
|
|
— |
|
|
(54.9) |
|
Other |
— |
|
|
— |
|
|
— |
|
|
(1.9) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.9) |
|
Balance at March 31, 2020 |
68.6 |
|
|
$ |
0.9 |
|
|
$ |
821.5 |
|
|
$ |
736.0 |
|
|
$ |
(313.7) |
|
|
$ |
(458.5) |
|
|
$ |
— |
|
|
$ |
786.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
Shares |
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Common
Stock in
Treasury |
|
Non-controlling
Interest |
|
Total |
Balance at December 31, 2018 |
69.6 |
|
|
$ |
0.8 |
|
|
$ |
797.3 |
|
|
$ |
749.0 |
|
|
$ |
(284.8) |
|
|
$ |
(401.8) |
|
|
$ |
0.5 |
|
|
$ |
861.0 |
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
(66.6) |
|
|
— |
|
|
— |
|
|
— |
|
|
(66.6) |
|
Other comprehensive income (loss) – net of tax
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.3) |
|
|
— |
|
|
— |
|
|
(2.3) |
|
Issuance of common stock |
0.7 |
|
|
— |
|
|
21.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
21.4 |
|
Compensation under stock-based plans – net
|
0.1 |
|
|
— |
|
|
(24.7) |
|
|
— |
|
|
— |
|
|
1.7 |
|
|
— |
|
|
(23.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
— |
|
|
— |
|
|
0.1 |
|
|
(8.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
(7.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.3) |
|
|
— |
|
|
(0.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2019 |
70.4 |
|
|
$ |
0.8 |
|
|
$ |
794.1 |
|
|
$ |
674.4 |
|
|
$ |
(287.1) |
|
|
$ |
(400.4) |
|
|
$ |
0.5 |
|
|
$ |
782.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2020 |
|
2019 |
Operating Activities |
|
|
|
Net income (loss) |
$ |
(24.9) |
|
|
$ |
(66.6) |
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
|
|
|
Depreciation and amortization |
11.8 |
|
|
13.5 |
|
(Gain) loss on disposition of discontinued operations |
— |
|
|
(0.6) |
|
Deferred taxes |
4.7 |
|
|
(2.6) |
|
Impairments |
0.1 |
|
|
86.1 |
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
7.3 |
|
|
11.7 |
|
Inventory and other non-cash charges |
6.1 |
|
|
25.0 |
|
Changes in operating assets and liabilities (net of effects of
acquisitions and divestitures): |
|
|
|
Trade receivables |
(16.3) |
|
|
(96.2) |
|
Inventories |
2.1 |
|
|
(69.6) |
|
Trade accounts payable |
(35.5) |
|
|
(70.1) |
|
|
|
|
|
|
|
|
|
Other assets and liabilities |
(39.6) |
|
|
(102.3) |
|
Foreign exchange and other operating activities, net |
(4.5) |
|
|
6.3 |
|
Net cash provided by (used in) operating activities |
(88.7) |
|
|
(265.4) |
|
Investing Activities |
|
|
|
Capital expenditures |
(25.2) |
|
|
(10.8) |
|
Proceeds from sale of capital assets |
0.5 |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds (payments) from disposition of discontinued
operations |
4.5 |
|
|
— |
|
|
|
|
|
Net cash provided by (used in) investing activities |
(20.2) |
|
|
(10.6) |
|
Financing Activities |
|
|
|
Repayments of debt |
(1.5) |
|
|
(638.7) |
|
Proceeds from issuance of debt |
170.0 |
|
|
899.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share repurchases |
(54.8) |
|
|
(0.2) |
|
Dividends paid |
(8.4) |
|
|
(7.8) |
|
|
|
|
|
Other financing activities, net |
(7.0) |
|
|
(15.9) |
|
Net cash provided by (used in) financing activities |
98.3 |
|
|
236.4 |
|
Effect of Exchange Rate Changes on Cash and Cash
Equivalents |
(14.5) |
|
|
(2.3) |
|
Net Increase (Decrease) in Cash and Cash Equivalents |
(25.1) |
|
|
(41.9) |
|
Cash and Cash Equivalents at Beginning of Period |
540.1 |
|
|
372.1 |
|
Cash and Cash Equivalents at End of Period |
$ |
515.0 |
|
|
$ |
330.2 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
TEREX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE A – BASIS OF PRESENTATION
Basis of Presentation and Principles of
Consolidation. The
accompanying unaudited Condensed Consolidated Financial Statements
of Terex Corporation and subsidiaries as of March 31, 2020 and
for the three months ended March 31, 2020 and 2019 have been
prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for interim
financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include
all information and footnotes required by U.S. GAAP to be included
in full-year financial statements. The accompanying
Condensed Consolidated Balance Sheet as of December 31, 2019
has been derived from audited consolidated financial statements as
of that date, but does not include all disclosures required by U.S.
GAAP. For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Company’s Annual Report on Form 10-K for year ended
December 31, 2019.
The Condensed Consolidated Financial Statements include accounts of
Terex Corporation, its majority-owned subsidiaries and other
controlled subsidiaries (“Terex” or the “Company”). The
Company consolidates all majority-owned and controlled
subsidiaries, applies equity method of accounting for investments
in which the Company is able to exercise significant influence and
applies the cost method for all other investments. All
intercompany balances, transactions and profits have been
eliminated. Certain prior period amounts have been reclassified to
conform with the 2020 presentation.
As further described in Note D - “Discontinued Operations and
Assets and Liabilities Held for Sale”, on July 31, 2019, the
Company completed the disposition of its Demag®
mobile cranes business (“Demag”) to Tadano Ltd. and certain of its
subsidiaries (“Tadano”). During 2019, the Company also exited North
American mobile crane product lines manufactured in its Oklahoma
City facility. As a result, the Company reported these operations,
formerly part of the Cranes segment, in discontinued operations in
the Condensed Consolidated Statement of Comprehensive Income (Loss)
for all periods presented. Residual assets and liabilities are
recorded within Prepaid and other current assets, Other assets,
Other current liabilities and Other non-current liabilities in the
Condensed Consolidated Balance Sheet at March 31, 2020 and
December 31, 2019. Other operations formerly part of the
Cranes segment were reorganized to align with the Company’s new
management and reporting structure. The utilities business has been
consolidated within Aerial Work Platforms (“AWP”) and the pick and
carry, rough terrain and tower cranes businesses have been
consolidated within Materials Processing (“MP”). The Company now
manages and reports its business in the following segments: (i) AWP
and (ii) MP. See Note B - “Business Segment Information” and Note D
- “Discontinued Operations and Assets and Liabilities Held for
Sale” for further information.
In the opinion of management, adjustments considered necessary for
the fair statement of these interim financial statements have been
made. Except as otherwise disclosed, all such
adjustments consist only of those of a normal recurring
nature. Operating results for the three months ended
March 31, 2020 are not necessarily indicative of results that
may be expected for the year ending December 31,
2020.
Cash and cash equivalents include $4.6 million at March 31,
2020 and December 31, 2019 which were not immediately
available for use. These consist primarily of cash
balances held in escrow to secure various obligations of the
Company.
Recently Issued Accounting Standards
Accounting Standards Implemented in 2020
In June 2016, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standard Update (“ASU”) 2016-13, “Financial
Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments,” (“ASU 2016-13”). ASU 2016-13 sets
forth a “current expected credit loss” model which requires the
Company to measure all expected credit losses for financial
instruments held at the reporting date based on historical
experience, current conditions and reasonable supportable
forecasts. Guidance in this standard replaces the existing incurred
loss model and is applicable to the measurement of credit losses on
financial assets measured at amortized cost and applies to some
off-balance sheet credit exposures. Subsequently, the FASB issued
the following standards related to ASU 2016-13: ASU 2018-19,
“Codification Improvements to Topic 326, Financial Instruments -
Credit Losses,” ASU 2019-05, “Financial Instruments-Credit Losses
(Topic 326) Targeted Transition Relief,” ASU 2019-11, “Codification
Improvements to Topic 326, Financial Instruments-Credit Losses,”
and ASU 2020-03, “Codification Improvement to Financial
Instruments,” which provided additional guidance and clarity to ASU
2016-13 (collectively, the “Credit Loss Standard”). The Company
adopted the Credit Loss Standard on January 1, 2020 using a
modified retrospective approach. Adoption did not have a material
effect on the Company’s consolidated financial
statements.
In August 2018, the FASB issued ASU 2018-15, “Intangibles -
Goodwill and Other - Internal-Use Software (Subtopic 350-40),
Customer’s Accounting for Implementation Costs Incurred in a Cloud
Computing Arrangement That Is a Service Contract,” (“ASU 2018-15”).
ASU 2018-15 aligns the requirements for capitalizing implementation
costs incurred in a hosting arrangement that is a service contract
with the requirements for capitalizing implementation costs
incurred to develop or obtain internal-use software. The Company
adopted ASU 2018-15 on January 1, 2020. Adoption did not have a
material effect on the Company’s consolidated financial
statements.
In April 2019, the FASB issued ASU 2019-04, “Codification
Improvements to Topic 326, Financial Instruments - Credit Losses,
Topic 815, Derivatives and Hedging, and Topic 825, Financial
Instruments,” (“ASU 2019-04”). ASU 2019-04 provided narrow scope
amendments for Topics 326, 815 and 825. The Company adopted
ASU 2019-04 on January 1, 2020. Adoption did not have a material
effect on the Company’s consolidated financial
statements.
Accounting Standards to be Implemented
In August 2018, the FASB issued ASU 2018-14, “Compensation -
Retirement Benefits - Defined Benefit Plans - General (Subtopic
715-20): Disclosure Framework - Changes to the Disclosure
Requirements for Defined Benefit Plans,” (“ASU 2018-14”). ASU
2018-14 adds, removes and clarifies disclosure requirements related
to defined benefit pension plans and other postretirement plans.
The guidance is effective for our fiscal year ending December 31,
2020. Adoption is not expected to have a material effect on the
Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic
740) - Simplifying the Accounting for Income Taxes” (“ASU
2019-12”), which is intended to simplify various aspects related to
accounting for income taxes. ASU 2019-12 removes certain exceptions
to the general principles in Topic 740 and also clarifies and
amends existing guidance to improve consistent application of Topic
740.
The effective date will be the first quarter of fiscal year 2021
and early adoption is permitted.
The Company is currently evaluating the impact that the amendments
to Topic 740 will have on its consolidated financial
statements.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform
(Topic 848)”. ASU 2020-04 provides optional expedients and
exceptions for applying U.S. GAAP to contracts, hedging
relationships, and other transactions affected by reference rate
reform. The guidance is effective as of March 12, 2020 through
December 31, 2022.
The Company is currently evaluating the impact that the amendments
to Topic 848 will have on its consolidated financial
statements.
Accounts Receivable and Allowance for Doubtful Accounts.
Trade accounts receivable are recorded at the invoiced amount and
do not bear interest. The allowance for doubtful accounts is the
Company’s best estimate of the amount of current expected credit
losses on its existing accounts receivable. The Company determines
the allowance based on historical customer review, reasonable and
supportable forecasts, and current financial conditions. The
Company reviews its allowance for doubtful accounts at least
quarterly. Account balances are charged off against the allowance
when the Company determines it is expected the receivable will not
be recovered. There can be no assurance that the Company’s estimate
of accounts receivable collection will be indicative of future
results. The Company has off-balance sheet credit exposure related
to guarantees provided to financial institutions as disclosed in
Note M – “Litigation and Contingencies”.
The following table summarizes changes in the consolidated
allowance for doubtful accounts (in millions):
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2019 |
$ |
9.9 |
|
Provision for credit losses |
1.0 |
|
Other adjustments |
(0.1) |
|
Balance as of March 31, 2020 |
$ |
10.8 |
|
Guarantees.
The Company records a liability for the estimated fair value of
guarantees issued pursuant to ASC 460. In addition, the Company
recognizes a loss under a guarantee when its obligation to make
payment under the guarantee is expected. A loss would be recognized
if the Company’s payment obligation under the guarantee exceeds the
value it can expect to recover to offset such payment, primarily
through the sale of the equipment underlying the
guarantee.
Accrued Warranties. The
Company records accruals for potential warranty claims based on its
claim experience. The Company’s products are typically
sold with a standard warranty covering defects that arise during a
fixed period. Each business provides a warranty specific
to products it offers. The specific warranty offered by
a business is a function of customer expectations and competitive
forces. Warranty length is generally a fixed period of
time, a fixed number of operating hours or both.
A liability for estimated warranty claims is accrued at the time of
sale. The current portion of the product warranty
liability is included in Other current liabilities and the
non-current portion is included in Other non-current liabilities in
the Company’s Condensed Consolidated Balance Sheet. The
liability is established using historical warranty claims
experience for each product sold. Historical claims
experience may be adjusted for known design improvements or for the
impact of unusual product quality issues. Warranty
reserves are reviewed quarterly to ensure critical assumptions are
updated for known events that may affect the potential warranty
liability.
The following table summarizes changes in the consolidated product
warranty liability (in millions):
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2019 |
$ |
47.5 |
|
Accruals for warranties issued during the period |
7.9 |
|
Changes in estimates |
3.7 |
|
Settlements during the period |
(13.1) |
|
Foreign exchange effect/other |
(0.5) |
|
Balance as of March 31, 2020 |
$ |
45.5 |
|
Fair Value Measurements.
Assets and liabilities measured at fair value on a recurring basis
under the provisions of Accounting Standards Codification (“ASC”)
820, “Fair Value Measurement and Disclosure” (“ASC 820”) include
foreign exchange contracts, interest rate caps, cross currency
swaps, commodity swaps and a debt conversion feature on a
convertible promissory note discussed in Note J – “Derivative
Financial Instruments” and debt discussed in Note K – “Long-term
Obligations”. These instruments are valued using a market
approach, which uses prices and other relevant information
generated by market transactions involving identical or comparable
assets or liabilities. ASC 820 establishes a fair
value hierarchy for those instruments measured at fair value that
distinguishes between assumptions based on market data (observable
inputs) and the Company’s assumptions (unobservable
inputs). The hierarchy consists of three
levels:
Level 1 – Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted
assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs
which are observable, either directly or indirectly, for
substantially the full term of the asset or liability;
and
Level 3 – Prices or valuation techniques that require inputs that
are both significant to the fair value measurement and unobservable
(i.e. supported by little or no market activity).
Determining which category an asset or liability falls within this
hierarchy requires judgment. The Company evaluates its
hierarchy disclosures each quarter.
NOTE B – BUSINESS SEGMENT INFORMATION
Terex is a global manufacturer of aerial work platforms and
materials processing machinery. The Company designs, builds and
supports products used in construction, maintenance, manufacturing,
energy, minerals and materials management applications. Terex’s
products are manufactured in North and South America, Europe,
Australia and Asia and sold worldwide. The Company engages with
customers through all stages of the product life cycle, from
initial specification and financing to parts and service support.
The Company operates in two reportable segments: (i) AWP and (ii)
MP.
The AWP segment designs, manufactures, services and markets aerial
work platform equipment, utility equipment, telehandlers and light
towers as well as their related components and replacement parts.
Customers use these products to construct and maintain industrial,
commercial, institutional and residential buildings and facilities,
for construction and maintenance of utility and telecommunication
lines, tree trimming, certain construction and foundation drilling
applications, and for other commercial operations, as well as in a
wide range of infrastructure projects.
The MP segment designs, manufactures and markets materials
processing and specialty equipment, including crushers, washing
systems, screens, apron feeders, material handlers, pick and carry
cranes, rough terrain cranes, tower cranes, wood processing,
biomass and recycling equipment, concrete mixer trucks and concrete
pavers, conveyors, and their related components and replacement
parts. Customers use these products in construction, infrastructure
and recycling projects, in various quarrying and mining
applications, as well as in landscaping and biomass production
industries, material handling applications, maintenance
applications to lift equipment or material, moving materials and
equipment on rugged or uneven terrain, lifting construction
material and placing material at point of use.
The Company’s rough terrain and tower cranes operations were
consolidated within MP for financial reporting periods beginning on
or after January 1, 2020, to align with its new management and
reporting structure. Prior period reportable segment information
was adjusted to reflect the realignment of operations.
The Company assists customers in their rental, leasing and
acquisition of its products through Terex Financial Services
(“TFS”). TFS uses its equipment financing experience to provide
financing solutions to customers who purchase the Company’s
equipment. TFS is included in Corporate and Other.
Corporate and Other also includes eliminations among the two
segments, as well as general and corporate items.
Business segment information is presented below (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
2020 |
|
2019 |
Net sales |
|
|
|
|
|
|
|
AWP |
|
|
|
|
$ |
511.7 |
|
|
$ |
727.9 |
|
|
|
|
|
|
|
|
|
MP |
|
|
|
|
315.6 |
|
|
410.5 |
|
Corporate and Other / Eliminations |
|
|
|
|
6.3 |
|
|
(1.8) |
|
Total |
|
|
|
|
$ |
833.6 |
|
|
$ |
1,136.6 |
|
Income (loss) from operations |
|
|
|
|
|
|
|
AWP |
|
|
|
|
$ |
(5.9) |
|
|
$ |
59.6 |
|
|
|
|
|
|
|
|
|
MP |
|
|
|
|
25.0 |
|
|
59.5 |
|
Corporate and Other / Eliminations |
|
|
|
|
(26.2) |
|
|
(19.4) |
|
Total |
|
|
|
|
$ |
(7.1) |
|
|
$ |
99.7 |
|
Sales between segments are generally priced to recover costs plus a
reasonable markup for profit, which is eliminated in
consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
Identifiable assets |
|
|
|
AWP |
$ |
1,824.4 |
|
|
$ |
1,814.4 |
|
MP |
1,620.0 |
|
|
1,750.9 |
|
Corporate and Other / Eliminations |
(335.0) |
|
|
(379.5) |
|
Assets held for sale |
5.3 |
|
|
9.8 |
|
Total |
$ |
3,114.7 |
|
|
$ |
3,195.6 |
|
Geographic net sales information is presented below (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2020 |
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2019 |
|
|
|
|
|
|
|
AWP |
|
|
|
MP |
|
Corporate and Other / Eliminations |
|
Total |
|
AWP |
|
MP |
|
Corporate and Other / Eliminations |
|
Total |
Net sales by region |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
$ |
342.5 |
|
|
|
|
$ |
114.4 |
|
|
$ |
14.4 |
|
|
$ |
471.3 |
|
|
$ |
437.4 |
|
|
$ |
143.5 |
|
|
$ |
13.9 |
|
|
$ |
594.8 |
|
Western Europe |
88.8 |
|
|
|
|
105.7 |
|
|
0.1 |
|
|
194.6 |
|
|
164.5 |
|
|
144.5 |
|
|
0.1 |
|
|
309.1 |
|
Asia-Pacific |
51.1 |
|
|
|
|
59.0 |
|
|
0.2 |
|
|
110.3 |
|
|
79.4 |
|
|
73.7 |
|
|
0.5 |
|
|
153.6 |
|
Rest of World
(1)
|
29.3 |
|
|
|
|
36.5 |
|
|
(8.4) |
|
|
57.4 |
|
|
46.6 |
|
|
48.8 |
|
|
(16.3) |
|
|
79.1 |
|
Total
(2)
|
$ |
511.7 |
|
|
|
|
$ |
315.6 |
|
|
$ |
6.3 |
|
|
$ |
833.6 |
|
|
$ |
727.9 |
|
|
$ |
410.5 |
|
|
$ |
(1.8) |
|
|
$ |
1,136.6 |
|
(1) Includes
intercompany sales and eliminations.
(2) Total
sales include $431.1 million and $547.2 million for the three
months ended March 31, 2020 and 2019, respectively,
attributable to the United States, the Company’s country of
domicile.
The Company attributes sales to unaffiliated customers in different
geographical areas based on the location of the
customer.
Product type net sales information is presented below (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2020 |
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2019 |
|
|
|
|
|
|
|
AWP |
|
|
|
MP |
|
Corporate and Other / Eliminations |
|
Total |
|
AWP |
|
MP |
|
Corporate and Other / Eliminations |
|
Total |
Net sales by product type |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerial Work Platforms |
$ |
346.7 |
|
|
|
|
$ |
— |
|
|
$ |
0.4 |
|
|
$ |
347.1 |
|
|
$ |
519.6 |
|
|
$ |
— |
|
|
$ |
0.9 |
|
|
$ |
520.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials Processing Equipment |
— |
|
|
|
|
188.1 |
|
|
— |
|
|
188.1 |
|
|
— |
|
|
216.0 |
|
|
— |
|
|
216.0 |
|
Specialty Equipment |
— |
|
|
|
|
126.3 |
|
|
0.3 |
|
|
126.6 |
|
|
— |
|
|
192.3 |
|
|
1.1 |
|
|
193.4 |
|
Other
(1)
|
165.0 |
|
|
|
|
1.2 |
|
|
5.6 |
|
|
171.8 |
|
|
208.3 |
|
|
2.2 |
|
|
(3.8) |
|
|
206.7 |
|
Total |
$ |
511.7 |
|
|
|
|
$ |
315.6 |
|
|
$ |
6.3 |
|
|
$ |
833.6 |
|
|
$ |
727.9 |
|
|
$ |
410.5 |
|
|
$ |
(1.8) |
|
|
$ |
1,136.6 |
|
(1)
Includes other product types, intercompany sales and
eliminations.
NOTE C – INCOME TAXES
During the three months ended March 31, 2020, the Company
recognized income tax benefit of $0.8 million on a loss of $25.5
million, an effective tax rate of 3.1%, as compared to income tax
expense of $18.0 million on income of $75.2 million, an effective
tax rate of 23.9%, for the three months ended March 31, 2019.
The lower effective tax rate for the three months ended
March 31, 2020 is primarily due to increased U.S. tax on
foreign income, recording state valuation allowances and deferred
tax resulting from India tax legislation, partially offset by tax
benefits from geographic mix and the Coronavirus Aid, Relief, and
Economic Security Act (“CARES Act”), when compared with the three
months ended March 31, 2019.
NOTE D – DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD
FOR SALE
Mobile Cranes Disposal Group
On July 31, 2019, the Company completed the disposition of Demag to
Tadano. The Company received approximately $215 million of
consideration, as adjusted for estimated amounts of cash, debt,
working capital and certain other items. The final consideration
will be adjusted based on the actual amounts of cash, debt and
working capital. Products divested were Demag®
all terrain cranes and large lattice boom crawler cranes. During
the three months ended March 31, 2019, the Company recognized
a charge of approximately $86 million, net of tax, to write-down
Demag to its fair value, less costs to sell. During 2019, the
Company also exited North American mobile crane product lines
manufactured in its Oklahoma City facility.
The Company’s actions to sell Demag and cease manufacturing of
mobile crane product lines in its Oklahoma City facility represent
a significant strategic shift in its business away from mobile
cranes as these businesses constituted a significant part of its
operations and financial results. The Company believes these
actions were necessary to execute its Focus, Simplify and Execute
to Win strategy.
In connection with the disposition of Demag, the Company entered
into certain ancillary agreements with Tadano including a
Transition Services Agreement (“TSA”), dated as of July 31, 2019,
under which the parties will provide one another certain transition
services to facilitate the separation of Demag from the Company.
Agreements covered under the TSA are generally 12 months or less in
duration but certain agreements extend for 36 months. Fees related
to these agreements are for reimbursement of services
provided.
Income (Loss) from Discontinued Operations
The following amounts related to discontinued operations were
derived from historical financial information and have been
segregated from continuing operations and reported as discontinued
operations in the Condensed Consolidated Statement of Comprehensive
Income (Loss) (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Net sales |
|
|
|
|
$ |
5.4 |
|
|
$ |
125.9 |
|
Cost of sales
|
|
|
|
|
(5.1) |
|
|
(140.3) |
|
Selling, general and administrative expenses
|
|
|
|
|
(0.5) |
|
|
(31.0) |
|
Impairment of mobile cranes disposal group
|
|
|
|
|
(0.1) |
|
|
(86.1) |
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
— |
|
|
(2.3) |
|
Income (loss) from discontinued operations before income
taxes
|
|
|
|
|
(0.3) |
|
|
(133.8) |
|
(Provision for) benefit from income taxes
|
|
|
|
|
0.1 |
|
|
9.4 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
$ |
(0.2) |
|
|
$ |
(124.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets and Liabilities Held for Sale
Assets and liabilities held for sale consist of the Company’s
utility hot lines tools business located in South America, mobile
cranes product lines manufactured in Oklahoma City and Demag, all
previously contained in its former Cranes segment. Such assets and
liabilities are classified as held for sale upon meeting the
requirements of ASC 360 - “Property, Plant and Equipment”, and are
recorded at lower of carrying amounts or fair value less costs to
sell. Assets are no longer depreciated once classified as held for
sale.
The following table provides the amounts of assets and liabilities
held for sale in the Condensed Consolidated Balance Sheet (in
millions):
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|
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|
March 31, 2020 |
|
|
December 31, 2019 |
|
|
|
|
|
|
|
Cranes |
|
|
Cranes |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
$ |
3.7 |
|
|
|
$ |
5.0 |
|
|
|
|
|
Trade receivables – net |
|
|
2.7 |
|
|
|
3.5 |
|
|
|
|
|
Inventories |
|
|
2.0 |
|
|
|
5.3 |
|
|
|
|
|
Prepaid and other current assets |
|
|
0.2 |
|
|
|
0.2 |
|
|
|
|
|
Impairment reserve |
|
|
(3.7) |
|
|
|
(4.8) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Prepaid and other current assets |
|
|
$ |
4.9 |
|
|
|
$ |
9.2 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Property, plant and equipment – net |
|
|
$ |
0.4 |
|
|
|
$ |
0.6 |
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|
|
|
|
|
|
|
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|
|
|
|
|
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Intangible assets |
|
|
1.8 |
|
|
|
2.4 |
|
|
|
|
|
Impairment reserve |
|
|
(2.2) |
|
|
|
(2.8) |
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|
|
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|
Other assets |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Other assets |
|
|
$ |
0.4 |
|
|
|
$ |
0.6 |
|
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|
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Liabilities |
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|
|
|
|
|
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|
|
|
|
|
|
Trade accounts payable |
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|
$ |
2.1 |
|
|
|
$ |
4.6 |
|
|
|
|
|
Accruals and other current liabilities |
|
|
2.0 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Other current liabilities |
|
|
$ |
4.1 |
|
|
|
$ |
8.4 |
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|
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|
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|
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|
|
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|
|
|
|
|
|
|
|
|
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Non-current liabilities |
|
|
$ |
1.0 |
|
|
|
$ |
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Other non-current liabilities |
|
|
$ |
1.0 |
|
|
|
$ |
1.2 |
|
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|
|
|
|
|
|
|
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|
|
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|
The following table provides amounts of cash and cash equivalents
presented in the Condensed Consolidated Statement of Cash Flows (in
millions):
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|
|
|
|
|
|
March 31, 2020 |
|
December 31, 2019 |
|
|
|
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
Cash and cash equivalents - continuing operations |
$ |
511.3 |
|
|
$ |
535.1 |
|
|
|
|
|
Cash and cash equivalents - held for sale |
3.7 |
|
|
5.0 |
|
|
|
|
|
Total cash and cash equivalents |
$ |
515.0 |
|
|
$ |
540.1 |
|
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|
|
|
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|
|
|
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|
The following table provides supplemental cash flow information
related to discontinued operations (in millions):
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Three Months Ended
March 31, |
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2020 |
|
2019 |
Non-cash operating items: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
$ |
— |
|
|
$ |
2.2 |
|
Impairments
|
|
|
|
|
$ |
0.1 |
|
|
$ |
86.1 |
|
Deferred taxes
|
|
|
|
|
$ |
— |
|
|
$ |
(3.3) |
|
Investing activities: |
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
$ |
— |
|
|
$ |
(1.6) |
|
|
|
|
|
|
|
|
|
Gain (Loss) on Disposition of Discontinued Operations - net of tax
(in millions):
|
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|
|
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|
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|
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|
|
|
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|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
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|
March 31, |
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|
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2019 |
|
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|
|
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|
Material Handling and Port Solutions |
|
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|
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|
|
|
Gain (loss) on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(1.3) |
|
|
|
|
(Provision for) benefit from income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.9 |
|
|
|
|
Gain (loss) on disposition of discontinued operations – net of
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.6 |
|
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NOTE E – EARNINGS PER SHARE
|
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|
|
(in millions, except per share data) |
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
2020 |
|
2019 |
Income (loss) from continuing operations
|
|
|
|
|
$ |
(24.7) |
|
|
$ |
57.2 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
(0.2) |
|
|
(124.4) |
|
Gain (loss) on disposition of discontinued operations – net of
tax
|
|
|
|
|
— |
|
|
0.6 |
|
Net income (loss) |
|
|
|
|
$ |
(24.9) |
|
|
$ |
(66.6) |
|
Basic shares: |
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
70.5 |
|
|
70.6 |
|
Earnings (loss) per share – basic: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
|
|
$ |
(0.35) |
|
|
$ |
0.81 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
— |
|
|
(1.76) |
|
Gain (loss) on disposition of discontinued operations – net of
tax
|
|
|
|
|
— |
|
|
0.01 |
|
Net income (loss) |
|
|
|
|
$ |
(0.35) |
|
|
$ |
(0.94) |
|
Diluted shares: |
|
|
|
|
|
|
|
Weighted average shares outstanding – basic |
|
|
|
|
70.5 |
|
|
70.6 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
Restricted stock awards
|
|
|
|
|
— |
|
|
1.2 |
|
Diluted weighted average shares outstanding |
|
|
|
|
70.5 |
|
|
71.8 |
|
Earnings (loss) per share – diluted: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
|
|
$ |
(0.35) |
|
|
$ |
0.79 |
|
Income (loss) from discontinued operations – net of tax |
|
|
|
|
— |
|
|
(1.73) |
|
Gain (loss) on disposition of discontinued operations – net of
tax
|
|
|
|
|
— |
|
|
0.01 |
|
Net income (loss) |
|
|
|
|
$ |
(0.35) |
|
|
$ |
(0.93) |
|
Non-vested restricted stock awards granted by the Company are
treated as potential common shares outstanding in computing diluted
earnings per share using the treasury stock method. Weighted
average restricted stock awards of approximately 1.6 million and
0.8 million were outstanding during the three months ended
March 31, 2020 and 2019, respectively, but were not included
in the computation of diluted shares as the effect would be
anti-dilutive or performance targets were not expected to be
achieved for awards contingent upon performance.
NOTE F – FINANCE RECEIVABLES
The Company, primarily through TFS, leases equipment and provides
financing to customers for the purchase and use of Terex equipment.
In the normal course of business, TFS assesses credit risk,
establishes structure and pricing of financing transactions,
documents the finance receivable, and records and funds the
transactions. The Company bills and collects cash from the end
customer.
The Company primarily conducts on-book business in the U.S., with
limited business in China, Brazil and Germany. The Company does
business with various types of customers consisting of rental
houses, end user customers and Terex equipment
dealers.
The Company’s net finance receivable balances include both
sales-type leases and commercial loans. Finance receivables that
management intends to hold until maturity are stated at their
outstanding unpaid principal balances, net of an allowance for loan
losses as well as any deferred fees and costs. Finance receivables
originated and intended for sale in the secondary market are
carried at the lower of cost or estimated fair value, on an
individual asset basis. During the three months ended
March 31, 2020 and 2019, the Company transferred finance
receivables of $33.1 million and $43.2 million, respectively, to
third-party financial institutions, which qualified for sales
treatment under ASC 860. At March 31, 2020 and
December 31, 2019 the Company had $20.7 million and $17.6
million, respectively, of held for sale finance receivables
recorded in Prepaid and other current assets in the Condensed
Consolidated Balance Sheet.
Revenue attributable to finance receivables management intends to
hold until maturity is recognized on the accrual basis using the
effective interest method. The Company bills customers and accrues
interest income monthly on the unpaid principal balance. The
accrual of interest is generally discontinued when the contractual
payment of principal or interest has become 90 days past due or
management has significant doubts about further collectability of
contractual payments, even though the loan may be currently
performing. A receivable may remain on accrual status if it is in
the process of collection and is either guaranteed or secured.
Interest received on non-accrual finance receivables is typically
applied against principal. Finance receivables are generally
restored to accrual status when the obligation is brought current
and the borrower has performed in accordance with the contractual
terms for a reasonable period of time and the ultimate
collectability of the total contractual principal and interest is
no longer in doubt. The Company has a history of enforcing the
terms of these separate financing agreements. The Company is
offering principal payment relief options to customers impacted by
COVID-19. These loan modifications are accounted for in accordance
with Section 4013 of the CARES Act and therefore are not treated as
troubled debt restructurings for accounting or disclosure
purposes.
Finance receivables, net consisted of the following (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
Commercial loans |
$ |
146.4 |
|
|
$ |
145.7 |
|
Sales-type leases |
19.4 |
|
|
20.5 |
|
Total finance receivables, gross |
165.8 |
|
|
166.2 |
|
Allowance for credit losses |
(14.8) |
|
|
(11.0) |
|
Total finance receivables, net |
$ |
151.0 |
|
|
$ |
155.2 |
|
Approximately $53 million and $52 million of finance receivables
are recorded in Prepaid and other current assets at March 31,
2020 and December 31, 2019, respectively. Approximately $98
million and $103 million are recorded in Other assets in the
Condensed Consolidated Balance Sheet at March 31, 2020 and
December 31, 2019, respectively.
Credit losses are charged against the allowance for credit losses
when management ceases active collection efforts. Subsequent
recoveries, if any, are credited to earnings. The allowance for
credit losses is maintained at a level set by management which
represents evaluation of known and inherent risks in the portfolio
at the Condensed Consolidated Balance Sheet date. Management’s
periodic evaluation of the adequacy of the allowance is based on
the Company’s past loan loss experience, market-based loss
experience, specific customer situations, reasonable and
supportable forecasts of customer default, estimated value of any
underlying collateral, current economic conditions, and other
relevant factors. This evaluation is inherently subjective, since
it requires estimates that may be susceptible to significant
change. Although specific and general loss allowances are
established in accordance with management’s best estimate, actual
losses are dependent upon future events and, as such, further
additions to or decreases from the level of loss allowances may be
necessary.
The following table presents an analysis of the allowance for
credit losses (in millions):
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, 2020 |
|
|
|
|
|
Three Months Ended
March 31, 2019 |
|
|
|
|
|
|
Commercial Loans |
|
Sales-Type Leases |
|
Total |
|
Commercial Loans |
|
Sales-Type Leases |
|
Total |
Balance, beginning of period |
|
$ |
10.5 |
|
|
$ |
0.5 |
|
|
$ |
11.0 |
|
|
$ |
4.0 |
|
|
$ |
1.5 |
|
|
$ |
5.5 |
|
Provision for credit losses
|
|
4.0 |
|
|
— |
|
|
4.0 |
|
|
8.2 |
|
|
(0.3) |
|
|
7.9 |
|
Charge offs |
|
(0.2) |
|
|
— |
|
|
(0.2) |
|
|
(0.8) |
|
|
— |
|
|
(0.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
14.3 |
|
|
$ |
0.5 |
|
|
$ |
14.8 |
|
|
$ |
11.4 |
|
|
$ |
1.2 |
|
|
$ |
12.6 |
|
The Company utilizes a two-tier approach to set allowances: (1)
identification of impaired finance receivables and establishment of
specific loss allowances on such receivables; and (2) establishment
of general loss allowances on the remainder of its portfolio.
Specific loss allowances are established based on circumstances and
factors of specific receivables. The Company regularly reviews the
portfolio which allows for early identification of potentially
impaired receivables. The process takes into consideration, among
other things, delinquency status, type of collateral and other
factors specific to the borrower.
General loss allowance levels are determined based upon a
combination of factors including, but not limited to, TFS
experience, general market loss experience, performance of the
portfolio, current economic conditions, reasonable and supportable
forecasts of customer defaults and collateral values, and
management's judgment. The two primary risk characteristics
inherent in the portfolio are (1) the customer's ability to meet
contractual payment terms, and (2) the liquidation values of the
underlying primary and secondary collaterals. The Company records a
general or unallocated loss allowance that is calculated by
applying a reserve rate to its portfolio, net of individually
impaired finance receivables. Accounts are considered delinquent
when the billed periodic payments of the finance receivables exceed
30 days past the due date. All delinquent accounts are reviewed for
potential impairment. A receivable is deemed to be impaired when
based on current information and events, it is expected that the
Company will be unable to collect all amounts due according to the
contractual terms of the loan agreement. Amount of impairment is
measured as the difference between the balance outstanding and
underlying collateral value of equipment being financed, as well as
any other collateral. All finance receivables identified as
impaired are evaluated individually. Generally, the Company does
not change terms and conditions of existing finance
receivables.
The following table presents individually impaired finance
receivables (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020 |
|
|
|
|
|
March 31, 2019 |
|
|
|
|
December 31, 2019 |
|
|
|
|
|
|
Commercial Loans |
|
Sales-Type Leases |
|
Total |
|
Commercial Loans |
|
Sales-Type Leases |
|
Total |
Commercial Loans |
|
Sales-Type Leases |
|
Total |
Recorded investment |
|
$ |
22.7 |
|
|
$ |
— |
|
|
$ |
22.7 |
|
|
$ |
8.0 |
|
|
$ |
— |
|
|
$ |
8.0 |
|
$ |
7.8 |
|
|
$ |
— |
|
|
$ |
7.8 |
|
Related allowance |
|
11.5 |
|
|
— |
|
|
11.5 |
|
|
7.8 |
|
|
— |
|
|
7.8 |
|
7.8 |
|
|
— |
|
|
7.8 |
|
Average recorded investment |
|
11.5 |
|
|
— |
|
|
11.5 |
|
|
6.9 |
|
|
— |
|
|
6.9 |
|
7.5 |
|
|
— |
|
|
7.5 |
|
The allowance for credit losses and finance receivables by
portfolio, segregated by those amounts that are individually
evaluated for impairment and those that are collectively evaluated
for impairment, was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020 |
|
|
|
|
|
December 31, 2019 |
|
|
|
|
Allowance for credit losses, ending balance: |
|
Commercial Loans |
|
Sales-Type Leases |
|
Total |
|
Commercial Loans |
|
Sales-Type Leases |
|
Total |
Individually evaluated for impairment |
|
$ |
11.5 |
|
|
$ |
— |
|
|
$ |
11.5 |
|
|
$ |
7.8 |
|
|
$ |
— |
|
|
$ |
7.8 |
|
Collectively evaluated for impairment |
|
2.8 |
|
|
0.5 |
|
|
3.3 |
|
|
2.7 |
|
|
0.5 |
|
|
3.2 |
|
Total allowance for credit losses |
|
$ |
14.3 |
|
|
$ |
0.5 |
|
|
$ |
14.8 |
|
|
$ |
10.5 |
|
|
$ |
0.5 |
|
|
$ |
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance receivables, ending balance: |
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment |
|
$ |
22.7 |
|
|
$ |
— |
|
|
$ |
22.7 |
|
|
$ |
7.8 |
|
|
$ |
— |
|
|
$ |
7.8 |
|
Collectively evaluated for impairment |
|
123.7 |
|
|
19.4 |
|
|
143.1 |
|
|
137.9 |
|
|
20.5 |
|
|
158.4 |
|
Total finance receivables |
|
$ |
146.4 |
|
|
$ |
19.4 |
|
|
$ |
165.8 |
|
|
$ |
145.7 |
|
|
$ |
20.5 |
|
|
$ |
166.2 |
|
Accounts are considered delinquent when the billed periodic
payments of the finance receivables exceed 30 days past the due
date.
The following tables present analysis of aging of recorded
investment in finance receivables (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
31-60 days past due |
|
61-90 days past due |
|
Greater than 90 days past due |
|
Total past due |
|
Total Finance Receivables |
Commercial loans |
$ |
137.7 |
|
|
$ |
0.7 |
|
|
$ |
0.3 |
|
|
$ |
7.7 |
|
|
$ |
8.7 |
|
|
$ |
146.4 |
|
Sales-type leases |
19.1 |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
0.3 |
|
|
19.4 |
|
Total finance receivables |
$ |
156.8 |
|
|
$ |
0.7 |
|
|
$ |
0.3 |
|
|
$ |
8.0 |
|
|
$ |
9.0 |
|
|
$ |
165.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
Current |
|
31-60 days past due |
|
61-90 days past due |
|
Greater than 90 days past due |
|
Total past due |
|
Total Finance Receivables |
Commercial loans |
$ |
135.1 |
|
|