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 September 30, 2020 and for the three and nine months ended September 30, 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 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, filed on February 14, 2020, as updated by the Company's Current Report on Form 8-K filed on August 7, 2020.
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 September 30, 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 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 and nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020.
Cash and cash equivalents include $4.9 million and $4.6 million at September 30, 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 first quarter of fiscal year 2021 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU were effective upon issuance and may be applied through December 31, 2022. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
Accounts Receivable and Allowance for Doubtful Accounts. Trade accounts receivable are recorded at invoiced amount and do not bear interest. Allowance for doubtful accounts is the Company’s estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer review, current financial conditions and reasonable and supportable forecasts. 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
|
2.1
|
|
Other adjustments
|
(0.4)
|
|
Balance as of September 30, 2020
|
$
|
11.6
|
|
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 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
|
27.3
|
|
Changes in estimates
|
14.1
|
|
Settlements during the period
|
(36.1)
|
|
Foreign exchange effect/other
|
0.7
|
|
Balance as of September 30, 2020
|
$
|
53.5
|
|
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 identifies its operating segments according to how business activities are managed and evaluated, and has identified three operating segments: Aerials, Utilities and MP. As Aerials and Utilities operating segments share similar economic characteristics, these operating segments are aggregated into one operating segment, AWP. The Company operates in two reportable segments: (i) AWP and (ii) MP.
AWP 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.
MP designs, manufactures, services 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 reportable segments, as well as general and corporate items.
Business segment information is presented below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net sales
|
|
|
|
|
|
|
|
AWP
|
$
|
445.0
|
|
|
$
|
628.2
|
|
|
$
|
1,370.6
|
|
|
$
|
2,226.5
|
|
|
|
|
|
|
|
|
|
MP
|
311.3
|
|
|
382.7
|
|
|
890.5
|
|
|
1,224.1
|
|
Corporate and Other / Eliminations
|
9.3
|
|
|
13.7
|
|
|
28.6
|
|
|
17.5
|
|
Total
|
$
|
765.6
|
|
|
$
|
1,024.6
|
|
|
$
|
2,289.7
|
|
|
$
|
3,468.1
|
|
Income (loss) from operations
|
|
|
|
|
|
|
|
AWP
|
$
|
13.3
|
|
|
$
|
45.9
|
|
|
$
|
2.4
|
|
|
$
|
191.8
|
|
|
|
|
|
|
|
|
|
MP
|
40.3
|
|
|
58.4
|
|
|
88.7
|
|
|
183.2
|
|
Corporate and Other / Eliminations
|
(17.1)
|
|
|
(17.9)
|
|
|
(54.3)
|
|
|
(62.9)
|
|
Total
|
$
|
36.5
|
|
|
$
|
86.4
|
|
|
$
|
36.8
|
|
|
$
|
312.1
|
|
Sales between segments are generally priced to recover costs plus a reasonable markup for profit, which is eliminated in consolidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
December 31,
2019
|
Identifiable assets
|
|
|
|
AWP (1)
|
$
|
1,723.4
|
|
|
$
|
1,814.4
|
|
MP (2)
|
1,576.3
|
|
|
1,750.9
|
|
Corporate and Other / Eliminations (3)
|
(391.2)
|
|
|
(379.5)
|
|
Assets held for sale
|
6.7
|
|
|
9.8
|
|
Total
|
$
|
2,915.2
|
|
|
$
|
3,195.6
|
|
(1) Decrease due to lower inventory balances.
(2) Decrease due to settlement of certain intercompany balances.
(3) Decrease in cash, receivables and other assets offset by settlement of certain intercompany balances.
Geographic net sales information is presented below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
|
AWP
|
|
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
|
AWP
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
Net sales by region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
$
|
278.4
|
|
|
|
|
$
|
123.3
|
|
|
$
|
16.0
|
|
|
$
|
417.7
|
|
|
$
|
429.3
|
|
|
$
|
147.9
|
|
|
$
|
28.0
|
|
|
$
|
605.2
|
|
Western Europe
|
55.6
|
|
|
|
|
94.6
|
|
|
—
|
|
|
150.2
|
|
|
77.4
|
|
|
119.1
|
|
|
0.2
|
|
|
196.7
|
|
Asia-Pacific
|
89.3
|
|
|
|
|
64.3
|
|
|
0.2
|
|
|
153.8
|
|
|
78.5
|
|
|
72.5
|
|
|
0.5
|
|
|
151.5
|
|
Rest of World (1)
|
21.7
|
|
|
|
|
29.1
|
|
|
(6.9)
|
|
|
43.9
|
|
|
43.0
|
|
|
43.2
|
|
|
(15.0)
|
|
|
71.2
|
|
Total (2)
|
$
|
445.0
|
|
|
|
|
$
|
311.3
|
|
|
$
|
9.3
|
|
|
$
|
765.6
|
|
|
$
|
628.2
|
|
|
$
|
382.7
|
|
|
$
|
13.7
|
|
|
$
|
1,024.6
|
|
(1) Includes intercompany sales and eliminations.
(2) Total sales include $386.2 million and $547.1 million for the three months ended September 30, 2020 and 2019, respectively, attributable to the United States, the Company’s country of domicile.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2019
|
|
AWP
|
|
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
|
AWP
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
Net sales by region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
$
|
897.7
|
|
|
|
|
$
|
361.5
|
|
|
$
|
49.7
|
|
|
$
|
1,308.9
|
|
|
$
|
1,466.0
|
|
|
$
|
479.0
|
|
|
$
|
63.2
|
|
|
$
|
2,008.2
|
|
Western Europe
|
186.2
|
|
|
|
|
270.5
|
|
|
0.2
|
|
|
456.9
|
|
|
369.9
|
|
|
397.8
|
|
|
0.4
|
|
|
768.1
|
|
Asia-Pacific
|
215.8
|
|
|
|
|
169.9
|
|
|
1.5
|
|
|
387.2
|
|
|
253.5
|
|
|
217.8
|
|
|
1.6
|
|
|
472.9
|
|
Rest of World (1)
|
70.9
|
|
|
|
|
88.6
|
|
|
(22.8)
|
|
|
136.7
|
|
|
137.1
|
|
|
129.5
|
|
|
(47.7)
|
|
|
218.9
|
|
Total (2)
|
$
|
1,370.6
|
|
|
|
|
$
|
890.5
|
|
|
$
|
28.6
|
|
|
$
|
2,289.7
|
|
|
$
|
2,226.5
|
|
|
$
|
1,224.1
|
|
|
$
|
17.5
|
|
|
$
|
3,468.1
|
|
(1) Includes intercompany sales and eliminations.
(2) Total sales include $1,201.7 million and $1,829.5 million for the nine months ended September 30, 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
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
|
AWP
|
|
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
|
AWP
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
Net sales by product type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerial Work Platforms
|
$
|
321.1
|
|
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
321.4
|
|
|
$
|
426.0
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
426.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials Processing Equipment
|
—
|
|
|
|
|
194.7
|
|
|
—
|
|
|
194.7
|
|
|
—
|
|
|
222.7
|
|
|
—
|
|
|
222.7
|
|
Specialty Equipment
|
—
|
|
|
|
|
116.4
|
|
|
0.4
|
|
|
116.8
|
|
|
—
|
|
|
157.8
|
|
|
0.6
|
|
|
158.4
|
|
Other (1)
|
123.9
|
|
|
|
|
0.2
|
|
|
8.6
|
|
|
132.7
|
|
|
202.2
|
|
|
2.2
|
|
|
12.5
|
|
|
216.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
445.0
|
|
|
|
|
$
|
311.3
|
|
|
$
|
9.3
|
|
|
$
|
765.6
|
|
|
$
|
628.2
|
|
|
$
|
382.7
|
|
|
$
|
13.7
|
|
|
$
|
1,024.6
|
|
(1) Includes other product types, intercompany sales and eliminations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
|
|
AWP
|
|
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
|
AWP
|
|
MP
|
|
Corporate and Other / Eliminations
|
|
Total
|
|
|
|
|
Net sales by product type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerial Work Platforms
|
$
|
947.2
|
|
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
947.7
|
|
|
$
|
1,581.6
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
1,583.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials Processing Equipment
|
—
|
|
|
|
|
533.6
|
|
|
—
|
|
|
533.6
|
|
|
—
|
|
|
670.3
|
|
|
—
|
|
|
670.3
|
|
|
|
|
|
Specialty Equipment
|
—
|
|
|
|
|
354.6
|
|
|
1.1
|
|
|
355.7
|
|
|
—
|
|
|
547.1
|
|
|
2.4
|
|
|
549.5
|
|
|
|
|
|
Other (1)
|
423.4
|
|
|
|
|
2.3
|
|
|
27.0
|
|
|
452.7
|
|
|
644.9
|
|
|
6.7
|
|
|
12.9
|
|
|
664.5
|
|
|
|
|
|
Total
|
$
|
1,370.6
|
|
|
|
|
$
|
890.5
|
|
|
$
|
28.6
|
|
|
$
|
2,289.7
|
|
|
$
|
2,226.5
|
|
|
$
|
1,224.1
|
|
|
$
|
17.5
|
|
|
$
|
3,468.1
|
|
|
|
|
|
(1) Includes other product types, intercompany sales and eliminations.
NOTE C – INCOME TAXES
During the three months ended September 30, 2020, the Company recognized income tax benefit of $1.1 million on income of $20.9 million, an effective tax rate of (5.3)%, as compared to income tax expense of $15.5 million on income of $67.9 million, an effective tax rate of 22.8%, for the three months ended September 30, 2019. The lower effective tax rate for the three months ended September 30, 2020 is primarily due to geographic mix and tax benefits from the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and changes in tax regulations, partially offset by U.S. tax on foreign income, when compared with the three months ended September 30, 2019.
During the nine months ended September 30, 2020, the Company recognized income tax benefit of $4.9 million on a loss of $10.8 million, an effective tax rate of 45.4%, as compared to income tax expense of $53.8 million on income of $245.0 million, an effective tax rate of 22.0%, for the nine months ended September 30, 2019. The higher effective tax rate for the nine months ended September 30, 2020 is primarily due to geographic mix and tax benefits from the CARES Act and changes in tax regulations, partially offset by U.S. tax on foreign income, when compared with the nine months ended September 30, 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. Products divested were Demag® all terrain cranes and large lattice boom crawler cranes. During the three months ended September 30, 2020, the Company recognized a loss, net of tax, of $16.1 million primarily related to a settlement with Tadano on cash, debt, working capital and certain other items related to the disposition of Demag. During the nine months ended September 30, 2019, the Company recognized a charge of approximately $82 million, net of tax, to write-down Demag to its fair value, less costs to sell. During the three and nine months ended September 30, 2019, the Company recorded a loss on disposition of discontinued operations, net of tax, of $20.9 million related to this transaction. During 2019, the Company also exited North American mobile crane product lines manufactured in its Oklahoma City facility and recognized a gain, net of tax, of $12.8 million related to the sale during the nine months ended September 30, 2019.
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 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. At September 30, 2020, all significant agreements covered under the TSA have terminated.
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
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net sales
|
$
|
—
|
|
|
$
|
67.7
|
|
|
$
|
5.5
|
|
|
$
|
324.8
|
|
Cost of sales
|
(0.2)
|
|
|
(67.9)
|
|
|
(5.7)
|
|
|
(330.8)
|
|
Selling, general and administrative expenses
|
(0.2)
|
|
|
(12.0)
|
|
|
(1.6)
|
|
|
(73.6)
|
|
Impairment of mobile cranes disposal group
|
—
|
|
|
—
|
|
|
(0.1)
|
|
|
(82.1)
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
—
|
|
|
(0.8)
|
|
|
(0.1)
|
|
|
(4.5)
|
|
Income (loss) from discontinued operations before income taxes
|
(0.4)
|
|
|
(13.0)
|
|
|
(2.0)
|
|
|
(166.2)
|
|
(Provision for) benefit from income taxes
|
0.3
|
|
|
2.9
|
|
|
0.7
|
|
|
14.4
|
|
Income (loss) from discontinued operations – net of tax
|
$
|
(0.1)
|
|
|
$
|
(10.1)
|
|
|
$
|
(1.3)
|
|
|
$
|
(151.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
|
|
|
|
|
|
|
Cranes
|
|
|
Cranes
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
4.3
|
|
|
|
$
|
5.0
|
|
|
|
|
|
Trade receivables – net
|
|
|
3.0
|
|
|
|
3.5
|
|
|
|
|
|
Inventories
|
|
|
2.2
|
|
|
|
5.3
|
|
|
|
|
|
Prepaid and other current assets
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
|
|
Impairment reserve
|
|
|
(3.4)
|
|
|
|
(4.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Prepaid and other current assets
|
|
|
$
|
6.3
|
|
|
|
$
|
9.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment – net
|
|
|
$
|
0.6
|
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
1.7
|
|
|
|
2.4
|
|
|
|
|
|
Impairment reserve
|
|
|
(2.0)
|
|
|
|
(2.8)
|
|
|
|
|
|
Other assets
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Other assets
|
|
|
$
|
0.4
|
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
|
$
|
1.1
|
|
|
|
$
|
4.6
|
|
|
|
|
|
Accruals and other current liabilities
|
|
|
2.0
|
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Other current liabilities
|
|
|
$
|
3.1
|
|
|
|
$
|
8.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
$
|
0.9
|
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in Other non-current liabilities
|
|
|
$
|
0.9
|
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides amounts of cash and cash equivalents presented in the Condensed Consolidated Statement of Cash Flows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
Cash and cash equivalents - continuing operations
|
$
|
508.3
|
|
|
$
|
535.1
|
|
|
|
|
|
Cash and cash equivalents - held for sale
|
4.3
|
|
|
5.0
|
|
|
|
|
|
Total cash and cash equivalents
|
$
|
512.6
|
|
|
$
|
540.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides supplemental cash flow information related to discontinued operations (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Non-cash operating items:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
Impairments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
82.1
|
|
Deferred taxes
|
$
|
(0.1)
|
|
|
$
|
(7.3)
|
|
|
$
|
0.2
|
|
|
$
|
(5.2)
|
|
Investing activities:
|
|
|
|
|
|
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
(0.7)
|
|
|
$
|
—
|
|
|
$
|
(3.4)
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on Disposition of Discontinued Operations - net of tax (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
September 30,
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
|
|
Cranes
|
|
|
|
|
Cranes
|
Material Handling and Port Solutions
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on disposition of discontinued operations
|
|
$
|
(20.5)
|
|
|
|
|
|
$
|
(20.8)
|
|
$
|
—
|
|
|
|
$
|
(20.8)
|
|
|
|
|
|
|
|
|
|
|
(Provision for) benefit from income taxes
|
|
4.4
|
|
|
|
|
|
(0.1)
|
|
—
|
|
|
|
(0.1)
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on disposition of discontinued operations – net of tax
|
|
$
|
(16.1)
|
|
|
|
|
|
$
|
(20.9)
|
|
$
|
—
|
|
|
|
$
|
(20.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Cranes
|
|
|
|
|
Cranes
|
Material Handling and Port Solutions
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on disposition of discontinued operations
|
|
|
|
|
|
|
|
|
|
$
|
(27.7)
|
|
|
|
|
|
$
|
(7.1)
|
|
$
|
(1.3)
|
|
|
|
$
|
(8.4)
|
|
(Provision for) benefit from income taxes
|
|
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
(1.0)
|
|
(0.1)
|
|
|
|
(1.1)
|
|
Gain (loss) on disposition of discontinued operations – net of tax
|
|
|
|
|
|
|
|
|
|
$
|
(21.1)
|
|
|
|
|
|
$
|
(8.1)
|
|
$
|
(1.4)
|
|
|
|
$
|
(9.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE E – EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions, except per share data)
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Income (loss) from continuing operations
|
$
|
22.0
|
|
|
$
|
52.4
|
|
|
$
|
(5.9)
|
|
|
$
|
191.2
|
|
Income (loss) from discontinued operations – net of tax
|
(0.1)
|
|
|
(10.1)
|
|
|
(1.3)
|
|
|
(151.8)
|
|
Gain (loss) on disposition of discontinued operations – net of tax
|
(16.1)
|
|
|
(20.9)
|
|
|
(21.1)
|
|
|
(9.5)
|
|
Net income (loss)
|
$
|
5.8
|
|
|
$
|
21.4
|
|
|
$
|
(28.3)
|
|
|
$
|
29.9
|
|
Basic shares:
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
69.3
|
|
|
71.3
|
|
|
69.7
|
|
|
71.0
|
|
Earnings (loss) per share – basic:
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
$
|
0.31
|
|
|
$
|
0.73
|
|
|
$
|
(0.09)
|
|
|
$
|
2.69
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(0.14)
|
|
|
(0.02)
|
|
|
(2.14)
|
|
Gain (loss) on disposition of discontinued operations – net of tax
|
(0.23)
|
|
|
(0.29)
|
|
|
(0.30)
|
|
|
(0.13)
|
|
Net income (loss)
|
$
|
0.08
|
|
|
$
|
0.30
|
|
|
$
|
(0.41)
|
|
|
$
|
0.42
|
|
Diluted shares:
|
|
|
|
|
|
|
|
Weighted average shares outstanding – basic
|
69.3
|
|
|
71.3
|
|
|
69.7
|
|
|
71.0
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
Restricted stock awards
|
0.2
|
|
|
0.5
|
|
|
—
|
|
|
0.8
|
|
Diluted weighted average shares outstanding
|
69.5
|
|
|
71.8
|
|
|
69.7
|
|
|
71.8
|
|
Earnings (loss) per share – diluted:
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
$
|
0.31
|
|
|
$
|
0.73
|
|
|
$
|
(0.09)
|
|
|
$
|
2.66
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(0.14)
|
|
|
(0.02)
|
|
|
(2.11)
|
|
Gain (loss) on disposition of discontinued operations – net of tax
|
(0.23)
|
|
|
(0.29)
|
|
|
(0.30)
|
|
|
(0.13)
|
|
Net income (loss)
|
$
|
0.08
|
|
|
$
|
0.30
|
|
|
$
|
(0.41)
|
|
|
$
|
0.42
|
|
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 0.9 million and 1.3 million were outstanding during the three months ended September 30, 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. Weighted average restricted stock awards of approximately 2.0 million and 1.1 million were outstanding during the nine months ended September 30, 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 other jurisdictions. 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 and nine months ended September 30, 2020, the Company transferred finance receivables of $14.6 million and $67.1 million, respectively, to third-party financial institutions, which qualified for sales treatment under ASC 860. During the three and nine months ended September 30, 2019, the Company transferred finance receivables of $60.8 million and $179.7 million, respectively, to third-party financial institutions, which qualified for sales treatment under ASC 860. At September 30, 2020 and December 31, 2019, the Company had $10.5 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
December 31,
2019
|
Commercial loans
|
$
|
117.8
|
|
|
$
|
145.7
|
|
Sales-type leases
|
14.6
|
|
|
20.5
|
|
Total finance receivables, gross
|
132.4
|
|
|
166.2
|
|
Allowance for credit losses
|
(14.2)
|
|
|
(11.0)
|
|
Total finance receivables, net
|
$
|
118.2
|
|
|
$
|
155.2
|
|
Approximately $42 million and $52 million of finance receivables are recorded in Prepaid and other current assets at September 30, 2020 and December 31, 2019, respectively. Approximately $77 million and $103 million are recorded in Other assets in the Condensed Consolidated Balance Sheet at September 30, 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
Balance, beginning of period
|
|
$
|
13.9
|
|
|
$
|
0.5
|
|
|
$
|
14.4
|
|
|
$
|
10.9
|
|
|
$
|
1.2
|
|
|
$
|
12.1
|
|
Provision for credit losses
|
|
(0.1)
|
|
|
(0.1)
|
|
|
(0.2)
|
|
|
0.3
|
|
|
(0.5)
|
|
|
(0.2)
|
|
Charge offs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8)
|
|
|
—
|
|
|
(0.8)
|
|
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance, end of period
|
|
$
|
13.8
|
|
|
$
|
0.4
|
|
|
$
|
14.2
|
|
|
$
|
10.4
|
|
|
$
|
0.7
|
|
|
$
|
11.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 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
|
|
2.9
|
|
|
(0.1)
|
|
|
2.8
|
|
|
7.2
|
|
|
(0.8)
|
|
|
6.4
|
|
Charge offs
|
|
(0.2)
|
|
|
—
|
|
|
(0.2)
|
|
|
(0.8)
|
|
|
—
|
|
|
(0.8)
|
|
Recoveries
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance, end of period
|
|
$
|
13.8
|
|
|
$
|
0.4
|
|
|
$
|
14.2
|
|
|
$
|
10.4
|
|
|
$
|
0.7
|
|
|
$
|
11.1
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
September 30, 2019
|
December 31, 2019
|
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
Recorded investment
|
|
$
|
22.5
|
|
|
$
|
1.2
|
|
|
$
|
23.7
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
$
|
7.6
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
Related allowance
|
|
11.3
|
|
|
0.2
|
|
|
11.5
|
|
|
7.6
|
|
|
—
|
|
|
7.6
|
|
7.8
|
|
|
—
|
|
|
7.8
|
|
Average recorded investment
|
|
18.3
|
|
|
0.1
|
|
|
18.4
|
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 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
|
|
$
|
11.3
|
|
|
$
|
0.2
|
|
|
$
|
11.5
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
Collectively evaluated for impairment
|
|
2.5
|
|
|
0.2
|
|
|
2.7
|
|
|
2.7
|
|
|
0.5
|
|
|
3.2
|
|
Total allowance for credit losses
|
|
$
|
13.8
|
|
|
$
|
0.4
|
|
|
$
|
14.2
|
|
|
$
|
10.5
|
|
|
$
|
0.5
|
|
|
$
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance receivables, ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
22.5
|
|
|
$
|
1.2
|
|
|
$
|
23.7
|
|
|
$
|
7.8
|
|
|
$
|
—
|
|
|
$
|
7.8
|
|
Collectively evaluated for impairment
|
|
95.3
|
|
|
13.4
|
|
|
108.7
|
|
|
137.9
|
|
|
20.5
|
|
|
158.4
|
|
Total finance receivables
|
|
$
|
117.8
|
|
|
$
|
14.6
|
|
|
$
|
132.4
|
|
|
$
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 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
|
$
|
105.9
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
11.4
|
|
|
$
|
11.9
|
|
|
$
|
117.8
|
|
Sales-type leases
|
13.2
|
|
|
—
|
|
|
1.2
|
|
|
0.2
|
|
|
1.4
|
|
|
14.6
|
|
Total finance receivables
|
$
|
119.1
|
|
|
$
|
0.2
|
|
|
$
|
1.5
|
|
|
$
|
11.6
|
|
|
$
|
13.3
|
|
|
$
|
132.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
$
|
2.4
|
|
|
$
|
0.1
|
|
|
$
|
8.1
|
|
|
$
|
10.6
|
|
|
$
|
145.7
|
|
Sales-type leases
|
20.2
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
20.5
|
|
Total finance receivables
|
$
|
155.3
|
|
|
$
|
2.4
|
|
|
$
|
0.4
|
|
|
$
|
8.1
|
|
|
$
|
10.9
|
|
|
$
|
166.2
|
|
Commercial loans in the amount of $33.0 million and $27.1 million were on non-accrual status as of September 30, 2020 and December 31, 2019, respectively. Sales-type leases in the amount of $2.4 million and $0.3 million were on non-accrual status at September 30, 2020 and December 31, 2019, respectively.
Credit Quality Information
Credit quality is reviewed periodically based on customers’ payment status. In addition to delinquency status, any information received regarding a customer (such as bankruptcy filings, etc.) will also be considered to determine the credit quality of the customer. Collateral asset values are also monitored regularly to determine the potential loss exposures on any given transaction.
The Company uses the following internal credit quality indicators, based on an internal risk rating system, using certain external credit data, listed from the lowest level of risk to highest level of risk. The internal rating system considers factors affecting specific borrowers’ ability to repay.
The following table presents finance receivables by risk rating and year of origination as of September 30, 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rating
|
|
2020
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Total
|
Superior
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.8
|
|
Above Average
|
|
5.1
|
|
2.2
|
|
2.4
|
|
—
|
|
—
|
|
1.2
|
|
10.9
|
|
Average
|
|
8.3
|
|
28.6
|
|
25.7
|
|
2.9
|
|
—
|
|
—
|
|
65.5
|
|
Below Average
|
|
2.1
|
|
16.9
|
|
20.1
|
|
2.1
|
|
4.2
|
|
0.1
|
|
45.5
|
|
Sub Standard
|
|
—
|
|
8.2
|
|
1.5
|
|
—
|
|
—
|
|
—
|
|
9.7
|
|
Total
|
|
$
|
16.3
|
|
$
|
55.9
|
|
$
|
49.7
|
|
$
|
5.0
|
|
$
|
4.2
|
|
$
|
1.3
|
|
$
|
132.4
|
|
The following table present finance receivables by risk rating and year of origination as of December 31, 2019 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rating
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Prior
|
Total
|
Superior
|
|
$
|
1.7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1.7
|
|
Above Average
|
|
12.6
|
|
3.0
|
|
—
|
|
—
|
|
1.7
|
|
—
|
|
17.3
|
|
Average
|
|
20.8
|
|
17.1
|
|
3.4
|
|
0.7
|
|
0.1
|
|
—
|
|
42.1
|
|
Below Average
|
|
44.6
|
|
43.1
|
|
4.6
|
|
3.9
|
|
—
|
|
—
|
|
96.2
|
|
Sub Standard
|
|
7.7
|
|
1.1
|
|
—
|
|
—
|
|
0.1
|
|
—
|
|
8.9
|
|
Total
|
|
$
|
87.4
|
|
$
|
64.3
|
|
$
|
8.0
|
|
$
|
4.6
|
|
$
|
1.9
|
|
$
|
—
|
|
$
|
166.2
|
|
|
|
|
|
|
|
|
|
|
The Company believes the finance receivables retained, net of allowance for credit losses, are collectible.
NOTE G – INVENTORIES
Inventories consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
December 31,
2019
|
Finished equipment
|
$
|
216.6
|
|
|
$
|
408.1
|
|
Replacement parts
|
152.6
|
|
|
160.8
|
|
Work-in-process
|
60.0
|
|
|
78.7
|
|
Raw materials and supplies
|
206.3
|
|
|
200.1
|
|
Inventories
|
$
|
635.5
|
|
|
$
|
847.7
|
|
Reserves for lower of cost or net realizable value and excess and obsolete inventory were $61.7 million and $53.2 million at September 30, 2020 and December 31, 2019, respectively.
NOTE H – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment – net consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
December 31,
2019
|
Property
|
$
|
42.2
|
|
|
$
|
40.9
|
|
Plant
|
244.6
|
|
|
168.1
|
|
Equipment
|
387.8
|
|
|
358.3
|
|
Leasehold improvements
|
57.3
|
|
|
55.8
|
|
Construction in progress
|
28.6
|
|
|
101.1
|
|
Property, plant and equipment – gross
|
760.5
|
|
|
724.2
|
|
Less: Accumulated depreciation
|
(358.8)
|
|
|
(334.8)
|
|
Property, plant and equipment – net
|
$
|
401.7
|
|
|
$
|
389.4
|
|
During the third quarter of 2020, the Company completed construction of a manufacturing facility in Watertown, South Dakota. Related assets were placed in service and transferred from construction in progress to plant and equipment.
NOTE I – GOODWILL AND INTANGIBLE ASSETS, NET
An analysis of changes in the Company’s goodwill by business segment is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AWP
|
|
MP
|
|
Total
|
Balance at December 31, 2019, gross
|
$
|
139.3
|
|
|
$
|
192.4
|
|
|
$
|
331.7
|
|
Accumulated impairment
|
(38.6)
|
|
|
(23.2)
|
|
|
(61.8)
|
|
Balance at December 31, 2019, net
|
100.7
|
|
|
169.2
|
|
|
269.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange effect and other
|
0.3
|
|
|
(3.1)
|
|
|
(2.8)
|
|
Balance at September 30, 2020, gross
|
139.6
|
|
|
189.3
|
|
|
328.9
|
|
Accumulated impairment
|
(38.6)
|
|
|
(23.2)
|
|
|
(61.8)
|
|
Balance at September 30, 2020, net
|
$
|
101.0
|
|
|
$
|
166.1
|
|
|
$
|
267.1
|
|
Intangible assets, net were comprised of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
|
Weighted Average Life
(in years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology
|
7
|
|
$
|
9.8
|
|
|
$
|
(9.2)
|
|
|
$
|
0.6
|
|
|
$
|
9.4
|
|
|
$
|
(8.8)
|
|
|
$
|
0.6
|
|
Customer Relationships
|
22
|
|
25.9
|
|
|
(23.7)
|
|
|
2.2
|
|
|
25.6
|
|
|
(22.8)
|
|
|
2.8
|
|
Land Use Rights
|
81
|
|
4.3
|
|
|
(0.7)
|
|
|
3.6
|
|
|
4.3
|
|
|
(0.7)
|
|
|
3.6
|
|
Other
|
8
|
|
25.3
|
|
|
(23.1)
|
|
|
2.2
|
|
|
25.1
|
|
|
(22.4)
|
|
|
2.7
|
|
Total definite-lived intangible assets
|
|
|
$
|
65.3
|
|
|
$
|
(56.7)
|
|
|
$
|
8.6
|
|
|
$
|
64.4
|
|
|
$
|
(54.7)
|
|
|
$
|
9.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
(in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Aggregate Amortization Expense
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
Estimated aggregate intangible asset amortization expense (in millions) for each of the next five years is as follows:
|
|
|
|
|
|
|
|
2020
|
$
|
1.4
|
|
2021
|
$
|
1.3
|
|
2022
|
$
|
1.3
|
|
2023
|
$
|
0.8
|
|
2024
|
$
|
0.6
|
|
NOTE J – DERIVATIVE FINANCIAL INSTRUMENTS
The Company operates internationally, with manufacturing and sales facilities in various locations around the world. In the normal course of business, the Company primarily uses cash flow derivatives to manage foreign currency and price risk exposures on third-party and intercompany forecasted transactions. For a derivative to qualify for hedge accounting treatment at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and method of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, significant characteristics and expected terms of a forecasted transaction must be specifically identified, and it must be probable that each forecasted transaction will occur. If it is deemed probable the forecasted transaction will not occur, then the gain or loss would be recognized in current earnings. Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged. The Company does not engage in trading or other speculative use of financial instruments. The Company records all derivative contracts at fair value on a recurring basis. The Company’s derivative financial instruments are categorized under the ASC 820 hierarchy; see Note A - “Basis of Presentation” for an explanation of the hierarchy.
Foreign Exchange Contracts
The Company enters into foreign exchange contracts to manage variability of future cash flows associated with changing currency exchange rates. Primary currencies to which the Company is exposed are the Euro, British Pound and Australian Dollar. Foreign currency exchange contracts designated as cash flow hedges are used to manage variability of future cash flows associated with recognized assets or liabilities and forecasted transactions. Certain foreign exchange contracts not designated as hedging instruments are used to mitigate its exposure to changes in foreign currency exchange rates on recognized assets and liabilities. Fair values of these contracts are derived using quoted forward foreign exchange prices to interpolate values of outstanding trades at the reporting date based on their maturities. Foreign exchange contracts outstanding at September 30, 2020 mature on or before December 31, 2020.
At September 30, 2020 and December 31, 2019, the Company had $5.3 million and $233.0 million notional amount, respectively, of foreign exchange contracts outstanding that were designated as cash flow hedge contracts. For effective hedging instruments, unrealized gains and losses associated with foreign exchange contracts are deferred as a component of Accumulated other comprehensive income (loss) (“AOCI”) until the underlying hedged transactions settle and are reclassified to Cost of goods sold (“COGS”) in the Company’s Condensed Consolidated Statement of Comprehensive Income (Loss).
The Company had $54.7 million and $121.2 million notional amount of foreign exchange contracts outstanding that were not designated as hedging instruments at September 30, 2020 and December 31, 2019, respectively. The majority of gains and losses recognized from foreign exchange contracts not designated as hedging instruments were offset by changes in the underlying hedged items, resulting in no material net impact on earnings. Changes in the fair value of these derivative financial instruments were recognized as gains or losses in COGS and Other income (expense) – net in the Condensed Consolidated Statement of Comprehensive Income (Loss).
Other
Other derivatives designated as cash flow hedging instruments include interest rate caps and commodity swaps with outstanding notional amounts of $300.0 million and $17.3 million at September 30, 2020. Commodity swaps outstanding at September 30, 2020 mature on or before August 31, 2021. There were no interest rate caps or cross currency swaps designated as cash flow hedging instruments outstanding at December 31, 2019. The outstanding notional amount of commodity swaps was $7.0 million at December 31, 2019. The Company uses interest rate caps to mitigate its exposure to changes in interest rates related to variable rate debt, cross currency swaps to mitigate its exposure to changes in foreign currency exchange rates and commodity swaps to mitigate price risk for hot rolled coil steel. Fair values of interest rate caps and cross currency swaps are based on the present value of future cash payments and receipts. Fair values of commodity swaps are based on observable market data for similar assets and liabilities. Changes in the fair value of interest rate caps, cross currency swaps and commodity swaps are deferred in AOCI. Gains or losses on interest rate caps are reclassified to Interest expense in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the underlying hedged transactions occur. Gains or losses on cross currency swaps are reclassified to Other income (expense) - net in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the underlying hedged item is re-measured. Gains or losses on commodity swaps are reclassified to COGS in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the hedged transaction affects earnings.
Other derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional amounts of $117.2 million at September 30, 2020. There were no cross currency swaps designated as net investment hedging instruments outstanding at December 31, 2019. The Company uses these cross currency swaps to mitigate its exposure to changes in foreign currency exchange rates related to a net investment in a Euro-denominated functional currency subsidiary. Fair values of cross currency swaps are based on the present value of future cash payments and receipts. Changes in the fair value of cross currency swaps are deferred in AOCI. Gains or losses on cross currency swaps are reclassified to Selling, general and administrative expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the net investment is liquidated.
Other derivatives not designated as hedging instruments include a debt conversion feature on a convertible promissory note held by the Company for which changes in fair value are recorded in Other income (expense) - net in the Condensed Consolidated Statement of Comprehensive Income (Loss).
The following table provides the location and fair value amounts of derivative instruments designated and not designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
December 31,
2019
|
Instrument (1)
|
Balance Sheet Account
|
Derivatives designated as hedges
|
Derivatives not designated as hedges
|
|
Derivatives designated as hedges
|
Derivatives not designated as hedges
|
Foreign exchange contracts
|
Other current assets
|
$
|
0.1
|
|
$
|
—
|
|
|
$
|
4.1
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity swaps
|
Other current assets
|
0.4
|
|
—
|
|
|
—
|
|
—
|
|
Foreign exchange contracts
|
Other current liabilities
|
—
|
|
(0.1)
|
|
|
(3.9)
|
|
—
|
|
Cross currency swaps - net investment hedge
|
Other current liabilities
|
(1.1)
|
|
—
|
|
|
—
|
|
—
|
|
Interest rate caps
|
Other current liabilities
|
(1.2)
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
Cross currency swaps - net investment hedge
|
Other non-current liabilities
|
(6.3)
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
Interest rate caps
|
Other non-current liabilities
|
(3.0)
|
|
—
|
|
|
—
|
|
—
|
|
Net derivative asset (liability)
|
$
|
(11.1)
|
|
$
|
(0.1)
|
|
|
$
|
0.2
|
|
$
|
—
|
|
(1) Categorized as Level 2 under the ASC 820 Fair Value Hierarchy.
The following tables provide the effect of derivative instruments that are designated as hedges in AOCI (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized on Derivatives in OCI, net of tax
|
|
Gain (Loss) Reclassified from AOCI into Income (Loss)
|
Instrument
|
Three Months Ended
September 30, 2020
|
Nine Months Ended
September 30, 2020
|
Income Statement Account
|
Three Months Ended
September 30, 2020
|
Nine Months Ended
September 30, 2020
|
Foreign exchange contracts
|
$
|
0.2
|
|
$
|
(0.5)
|
|
Cost of goods sold
|
$
|
0.3
|
|
$
|
(2.1)
|
|
Commodity swaps
|
1.1
|
|
0.3
|
|
Cost of goods sold
|
(0.1)
|
|
(1.9)
|
|
Cross currency swaps - net investment hedge
|
(3.6)
|
|
(5.8)
|
|
Selling, general and administrative expenses
|
—
|
|
—
|
|
Interest rate caps
|
(0.5)
|
|
(3.1)
|
|
Interest expense
|
(0.3)
|
|
(0.1)
|
|
Total
|
$
|
(2.8)
|
|
$
|
(9.1)
|
|
Total
|
$
|
(0.1)
|
|
$
|
(4.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized on Derivatives in OCI, net of tax
|
|
Gain (Loss) Reclassified from AOCI into Income (Loss)
|
Instrument
|
Three Months Ended
September 30, 2019
|
Nine Months Ended
September 30, 2019
|
Income Statement Account
|
Three Months Ended
September 30, 2019
|
Nine Months Ended
September 30, 2019
|
Foreign exchange contracts
|
$
|
(1.9)
|
|
$
|
(1.4)
|
|
Cost of goods sold
|
$
|
(2.8)
|
|
$
|
(5.2)
|
|
Commodity swaps
|
0.2
|
|
(0.1)
|
|
Cost of goods sold
|
(1.5)
|
|
(2.5)
|
|
Cross currency swaps - cash flow hedge
|
0.2
|
|
0.9
|
|
Other income (expense) - net
|
1.9
|
|
2.3
|
|
Total
|
$
|
(1.5)
|
|
$
|
(0.6)
|
|
Total
|
$
|
(2.4)
|
|
$
|
(5.4)
|
|
The following tables provide the effect of derivative instruments that are designated as hedges in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification and amount of Gain (Loss) Recognized in Income (Loss)
|
|
Cost of goods sold
|
|
|
|
Interest Expense
|
|
Three Months Ended
September 30, 2020
|
Nine Months Ended
September 30, 2020
|
|
|
|
|
Three Months Ended
September 30, 2020
|
Nine Months Ended
September 30, 2020
|
Income Statement Accounts in which effects of cash flow hedges are recorded
|
$
|
(619.3)
|
|
$
|
(1,899.6)
|
|
|
|
|
|
$
|
(15.8)
|
|
$
|
(50.0)
|
|
Gain (loss) reclassified from AOCI into Income (loss):
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
0.3
|
|
(2.1)
|
|
|
|
|
|
—
|
|
—
|
|
Commodity swaps
|
(0.1)
|
|
(1.9)
|
|
|
|
|
|
—
|
|
—
|
|
Interest rate caps
|
—
|
|
—
|
|
|
|
|
|
(0.3)
|
|
(0.1)
|
|
Amount excluded from effectiveness testing recognized in Income (loss) based on amortization approach:
|
|
|
|
|
|
|
|
|
Cross currency swaps - net investment hedge
|
—
|
|
—
|
|
|
|
|
|
0.2
|
|
0.3
|
|
Total
|
$
|
0.2
|
|
$
|
(4.0)
|
|
|
|
|
|
$
|
(0.1)
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification and amount of Gain (Loss) Recognized in Income (Loss)
|
|
Cost of goods sold
|
|
Other income (expense) - net
|
|
Three Months Ended
September 30, 2019
|
Nine Months Ended
September 30, 2019
|
|
Three Months Ended
September 30, 2019
|
Nine Months Ended
September 30, 2019
|
Income Statement Accounts in which effects of cash flow hedges are recorded
|
$
|
(815.0)
|
|
$
|
(2,748.9)
|
|
|
$
|
1.6
|
|
$
|
(2.9)
|
|
Gain (loss) reclassified from AOCI into Income (loss):
|
|
|
|
Foreign exchange contracts
|
(2.8)
|
|
(5.2)
|
|
|
—
|
|
—
|
|
Commodity swaps
|
(1.5)
|
|
(2.5)
|
|
|
—
|
|
—
|
|
Cross currency swaps - cash flow hedge
|
—
|
|
—
|
|
|
1.9
|
|
2.3
|
|
Total
|
$
|
(4.3)
|
|
$
|
(7.7)
|
|
|
$
|
1.9
|
|
$
|
2.3
|
|
Derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency denominated assets and liabilities. The following table provides the effect of non-designated derivatives outstanding at the end of the period in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) Recognized in Income (Loss)
|
Instrument
|
Income Statement Account
|
Three Months Ended
September 30, 2020
|
Nine Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
Nine Months Ended
September 30, 2019
|
Foreign exchange contracts
|
Cost of goods sold
|
$
|
0.1
|
|
$
|
(0.2)
|
|
|
$
|
—
|
|
$
|
—
|
|
Foreign exchange contracts
|
Other income (expense) – net
|
(0.4)
|
|
(0.2)
|
|
|
(0.4)
|
|
(0.7)
|
|
Debt conversion feature
|
Other income (expense) – net
|
(0.1)
|
|
—
|
|
|
(0.1)
|
|
(0.4)
|
|
|
Total
|
$
|
(0.4)
|
|
$
|
(0.4)
|
|
|
$
|
(0.5)
|
|
$
|
(1.1)
|
|
In the Condensed Consolidated Statement of Comprehensive Income (Loss), the Company records hedging activity related to foreign exchange contracts, interest rate caps, cross currency swaps and commodity swaps, and the debt conversion feature in the accounts for which the hedged items are recorded. On the Condensed Consolidated Statement of Cash Flows, the Company presents cash flows from hedging activities in the same manner as it records the underlying item being hedged.
Counterparties to the Company’s derivative financial instruments are major financial institutions and commodity trading companies with credit ratings of investment grade or better and no collateral is required. There are no significant risk concentrations. Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial.
See Note N - “Stockholders’ Equity” for unrealized net gains (losses), net of tax, included in AOCI. Within unrealized net gains (losses) included in AOCI as of September 30, 2020, it is estimated that $2.7 million of losses are expected to be reclassified into earnings in the next twelve months.
NOTE K – LONG-TERM OBLIGATIONS
2017 Credit Agreement
On January 31, 2017, the Company entered into a credit agreement (as amended, the “2017 Credit Agreement”) with the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch (“CSAG”), as administrative agent and collateral agent. The 2017 Credit Agreement includes (i) a $600 million revolving line of credit (the “Revolver”) and (ii) senior secured term loans totaling $600 million that will mature on January 31, 2024 (the “Term Loans”); both are further described below. On April 23, 2020, the Company entered into a Loan Modification Agreement and Amendment No. 4 (“Amendment No. 4”) to the 2017 Credit Agreement. Amendment No. 4 extended the term of the Revolver to expire on January 31, 2023. As a result of Amendment No. 4, during 2020, the Company is only subject to a minimum liquidity covenant and then during 2021 it is subject to a maximum secured leverage covenant that is only applicable if borrowings under the Revolver are greater than 30% of the total revolving credit commitments.
The 2017 Credit Agreement contains a $400 million senior secured term loan (the “Original Term Loan”). On August 17, 2017, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 to the 2017 Credit Agreement which lowered the interest rate on the Original Term Loan by 25 basis points. On February 28, 2018, the Company entered into an Incremental Assumption Agreement and Amendment No. 2 (“Amendment No. 2”) to the 2017 Credit Agreement which lowered the interest rate on the Original Term Loan by an additional 25 basis points. The Original Term Loan portion of the 2017 Credit Agreement bears interest at a rate of LIBOR plus 2.00% with a 0.75% LIBOR floor. On March 7, 2019, the Company entered into an Incremental Assumption Agreement and Amendment No. 3 (“Amendment No. 3”) to the 2017 Credit Agreement. Amendment No. 3 provided the Company with an additional term loan (the “2019 Term Loan”) under the 2017 Credit Agreement in the amount of $200 million. The 2019 Term Loan portion of the 2017 Credit Agreement bears interest at a rate of LIBOR plus 2.75% with a 0.75% LIBOR floor.
The 2017 Credit Agreement allows unlimited incremental commitments, which may be extended at the option of the existing or new lenders and can be in the form of revolving credit commitments, term loan commitments, or a combination of both, with incremental amounts in excess of $300 million ($150 million through 2021 as a result of Amendment No. 4) as long as the Company satisfies a senior secured leverage ratio contained in the 2017 Credit Agreement.
The 2017 Credit Agreement requires the Company to comply with a number of covenants which limit, in certain circumstances, the Company’s ability to take a variety of actions, including but not limited to: incur indebtedness; create or maintain liens on its property or assets; make investments, loans and advances; repurchase shares of its common stock; engage in acquisitions, mergers, consolidations and asset sales; redeem debt; and pay dividends and distributions. If the Company’s borrowings under the Revolver are greater than 30% of the total revolving credit commitments, the 2017 Credit Agreement requires the Company to comply with certain financial tests, as defined in the 2017 Credit Agreement. If applicable, the minimum required levels of the interest coverage ratio (“Interest Coverage Ratio”) would be 2.5 to 1.0 and the maximum permitted levels of the senior secured leverage ratio (“Senior Secured Leverage Ratio”) would be 2.75 to 1.0. The 2017 Credit Agreement also contains customary default provisions.
Amendment No. 4 waived compliance with the Interest Coverage Ratio and Senior Secured Leverage Ratio through December 31, 2020, replacing them with a sliding scale minimum liquidity requirement, $100 million at June 30 and September 30, 2020 and $150 million at December 31, 2020. Maximum levels of the Senior Secured Leverage Ratio will be 3.75 to 1.0 at March 31, 2021, 3.25 to 1.0 at June 30, 2021 and 2.75 to 1.0 at September 30, 2021 and thereafter. In addition Amendment No. 4 prohibits share repurchases and dividends, contains anti-cash hoarding provisions and additional financial reporting provisions until December 31, 2020. Amendment No. 4 also increased the interest rate on the Revolver by 25 basis points until December 31, 2021. The Company, at its sole option, has the ability to revert to original financial covenants and Revolver pricing. The Company was in compliance with all covenants contained in the 2017 Credit Agreement as of September 30, 2020.
As of September 30, 2020 and December 31, 2019, the Company had $581.3 million and $585.5 million, net of discount, respectively, in Term Loans outstanding under the 2017 Credit Agreement. The weighted average interest rate on the Term Loans at September 30, 2020 and December 31, 2019 was 3.00% and 4.10%, respectively. The Company had no revolving credit amounts outstanding as of September 30, 2020 and December 31, 2019.
The Company issues letters of credit that generally serve as collateral for certain liabilities included in the Condensed Consolidated Balance Sheet and guaranteeing the Company’s performance under contracts. Letters of credit can be issued under two facilities provided in the 2017 Credit Agreement and via bilateral arrangements outside the 2017 Credit Agreement.
The 2017 Credit Agreement incorporates secured facilities for issuance of letters of credit up to $400 million (the “$400 Million Facility”). Letters of credit issued under the $400 Million Facility decrease availability under the Revolver. The 2017 Credit Agreement also permits the Company to have additional secured facilities for the issuance of letters of credit up to $300 million (the “$300 Million Facility”). Letters of credit issued under the $300 Million Facility do not decrease availability under the Revolver.
The Company also has bilateral arrangements to issue letters of credit with various other financial institutions (the “Bilateral Arrangements”). The Bilateral Arrangements are not secured under the 2017 Credit Agreement and do not decrease availability under the Revolver.
Letters of credit outstanding (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
$400 Million Facility
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
$300 Million Facility
|
|
|
|
|
35.1
|
|
|
|
|
|
|
34.8
|
|
Bilateral Arrangements
|
|
|
|
|
46.8
|
|
|
|
|
|
|
45.3
|
|
Total
|
|
|
|
|
$
|
81.9
|
|
|
|
|
|
|
$
|
80.1
|
|
Furthermore, the Company and certain of its subsidiaries agreed to take certain actions to secure borrowings under the 2017 Credit Agreement. As a result, on January 31, 2017, Terex and certain of its subsidiaries entered into a Guarantee and Collateral Agreement with CSAG, as collateral agent for the lenders, granting security and guarantees to the lenders for amounts borrowed under the 2017 Credit Agreement. Pursuant to the Guarantee and Collateral Agreement, Terex is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65% of the capital stock of certain of the Company’s material foreign subsidiaries and (b) provide a first priority security interest in substantially all of the Company’s domestic assets.
5-5/8% Senior Notes
On January 31, 2017, the Company sold and issued $600.0 million aggregate principal amount of Senior Notes Due 2025 (“5-5/8% Notes”) at par in a private offering. The proceeds from the 5-5/8% Notes, together with cash on hand, including cash from the sale of the Company’s Material Handling and Port Solutions business, was used: (i) to complete a tender offer for up to $550.0 million of the Company’s Senior Notes due 2021 (“6% Notes”), (ii) to redeem and discharge such portion of the 6% Notes not purchased in the tender offer, (iii) to fund a $300.0 million partial redemption of the 6% Notes, (iv) to fund repayment of all $300.0 million aggregate principal amount outstanding of the Company’s 6-1/2% senior notes due 2021 on or before April 3, 2017, (v) to pay related premiums, fees, discounts and expenses, and (vi) for general corporate purposes. The 5-5/8% Notes are jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.
Fair Value of Debt
Based on indicative price quotations from financial institutions multiplied by the amount recorded on the Company’s Condensed Consolidated Balance Sheet (“Book Value”), the Company estimates the fair values (“FV”) of its debt set forth below as of September 30, 2020, as follows (in millions, except for quotes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book Value
|
|
Quote
|
|
FV
|
5-5/8% Notes
|
$
|
600.0
|
|
|
$
|
1.00000
|
|
|
$
|
600.0
|
|
|
|
|
|
|
|
2017 Credit Agreement Original Term Loan (net of discount)
|
$
|
385.0
|
|
|
$
|
0.96500
|
|
|
$
|
371.5
|
|
2017 Credit Agreement 2019 Term Loan (net of discount)
|
$
|
196.3
|
|
|
$
|
0.97500
|
|
|
$
|
191.4
|
|
The fair value of debt reported in the table above is based on price quotations on the debt instrument in an active market and therefore is categorized under Level 1 of the ASC 820 hierarchy. See Note A – “Basis of Presentation” for an explanation of ASC 820 hierarchy. The Company believes that the carrying value of its other borrowings, including amounts outstanding, if any, for the revolving credit line under the 2017 Credit Agreement, approximate fair market value based on maturities for debt of similar terms. Fair value of these other borrowings are categorized under Level 2 of the ASC 820 hierarchy.
NOTE L – RETIREMENT PLANS AND OTHER BENEFITS
The Company maintains defined benefit plans in France, Germany, India, Switzerland and the United Kingdom for some of its subsidiaries, as well as a nonqualified Supplemental Executive Retirement Plan (“U.S. SERP”) in the United States. In Italy, there are mandatory termination indemnity plans providing a benefit that is payable upon termination of employment in substantially all cases of termination. The Company has several non-pension post-retirement benefit programs, including health and life insurance benefits to certain former salaried and hourly employees. Information regarding the Company’s plans, including the U.S. SERP, is as follows (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
Interest cost
|
0.3
|
|
|
0.7
|
|
|
—
|
|
|
0.5
|
|
|
0.8
|
|
|
—
|
|
|
1.0
|
|
|
2.0
|
|
|
0.1
|
|
|
1.3
|
|
|
2.6
|
|
|
0.1
|
|
Expected return on plan assets
|
—
|
|
|
(1.3)
|
|
|
—
|
|
|
—
|
|
|
(1.1)
|
|
|
—
|
|
|
—
|
|
|
(3.9)
|
|
|
—
|
|
|
—
|
|
|
(3.5)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial (gain) loss
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
(0.1)
|
|
|
0.4
|
|
|
—
|
|
|
0.1
|
|
|
1.3
|
|
|
—
|
|
|
(0.4)
|
|
|
1.2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
1.0
|
|
|
$
|
1.4
|
|
|
$
|
0.1
|
|
Components of Net periodic cost other than the Service cost component are included in Other income (expense) - Net in the Condensed Consolidated Statement of Comprehensive Income (Loss). The Service cost component is included in the same line item or items as other compensation costs arising from services rendered by pertinent employees during the period.
NOTE M – LITIGATION AND CONTINGENCIES
General
The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial and intellectual property litigation, which have arisen in the normal course of operations. The Company is insured for product liability, general liability, workers’ compensation, employer’s liability, property damage and other insurable risk required by law or contract, with retained liability or deductibles. The Company records and maintains an estimated liability in the amount of management’s estimate of the Company’s aggregate exposure for such retained liabilities and deductibles. For such retained liabilities and deductibles, the Company determines its exposure based on probable loss estimations, which requires such losses to be both probable and the amount or range of probable loss to be estimable. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies and the likelihood of a material loss beyond amounts accrued is remote. The Company believes the outcome of such matters, individually and in aggregate, will not have a material adverse effect on its financial statements as a whole. However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations.
Securities and Stockholder Derivative Lawsuits
In 2010, the Company received complaints seeking certification of class action lawsuits as follows:
•A consolidated class action complaint for violations of securities laws was filed in the United States District Court, District of Connecticut on November 18, 2010 and is entitled Sheet Metal Workers Local 32 Pension Fund and Ironworkers St. Louis Council Pension Fund, individually and on behalf of all others similarly situated v. Terex Corporation, et al.
•A stockholder derivative complaint for violation of the Securities and Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment was filed on April 12, 2010 in the United States District Court, District of Connecticut and is entitled Peter Derrer, derivatively on behalf of Terex Corporation v. Ronald M. DeFeo, Phillip C. Widman, Thomas J. Riordan, G. Chris Andersen, Donald P. Jacobs, David A. Sachs, William H. Fike, Donald DeFosset, Helge H. Wehmeier, Paula H.J. Cholmondeley, Oren G. Shaffer, Thomas J. Hansen, and David C. Wang, and Terex Corporation.
These lawsuits, which generally covered the time period from February 2008 to February 2009, alleged violations of federal securities laws and Delaware law claiming, among other things, that certain of the Company’s SEC filings and other public statements contained false and misleading statements which resulted in damages to the Company, the plaintiffs and the members of the purported class when they purchased the Company’s securities and that there were breaches of fiduciary duties.
With respect to these claims, the Company believes that it acted at all times in compliance with all applicable laws and, without any admission of wrongdoing or liability, has settled the stockholder derivative and securities lawsuits. The settlement amounts with respect to each lawsuit were covered by the Company’s insurance policies and did not have a material effect on the Company’s financial results. As part of the stockholder derivative settlement, the Company made certain amendments to its corporate governance procedures.
Terex Latin América Equipamentos Ltda ICMS Proceedings
Terex Latin America Equipamentos Ltda (“TLA”) imports Terex products into Brazil through the state of Espirito Santo to its facility in Sao Paulo. For the 2004 through March 2009 period TLA used a third-party trading company, SAB, as an agent to process the importation of Terex products. TLA properly paid the Espirito Santo ICMS tax (Brazilian state value-added tax) to SAB for payment to Espirito Santo, which would produce an ICMS credit to be used against imposition of Sao Paolo ICMS tax. SAB went into bankruptcy and may not have actually remitted to Espirito Santo the ICMS tax amounts paid to it by TLA. The Brazilian state of Sao Paulo challenged the credit against Sao Paolo ICMS that TLA claimed and assessed unpaid ICMS tax, penalties and related interest in the amount of approximately BRL 101 million ($18 million). TLA challenged the claim of Sao Paulo and learned in October 2019 that the Sao Paulo claim has survived the administrative tribunal process. TLA anticipates that it will receive notice for an amount due from Sao Paulo and expects to protest the Sao Paulo claim in litigation which may not commence until 2021. While the Company believes the position of the state of Sao Paulo is without merit and continues to vigorously oppose it, no assurance can be given as to the final resolution of the ICMS litigation or that TLA will not ultimately be required to pay ICMS and interest to the state of Sao Paulo.
Other
The Company is involved in various other legal proceedings which have arisen in the normal course of its operations. The Company has recorded provisions for estimated losses in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.
Credit Guarantees
Customers of the Company from time to time may fund the acquisition of the Company’s equipment through third-party finance companies. In certain instances, the Company may provide a credit guarantee to the finance company, by which the Company agrees to make payments to the finance company should the customer default. These may require the Company to: (i) pay-off the customer’s obligations, (ii) assume the customer’s payments or (iii) pay a predetermined percentage of the customer’s outstanding obligation. The current amount of the maximum potential liability under these credit guarantees cannot be reasonably estimated due to limited availability of the unique facts and circumstances of each arrangement, such as customer delinquency and whether changes have been made to the structure of the contractual obligation between the funder and customer.
For credit guarantees outstanding as of September 30, 2020 and December 31, 2019, the maximum exposure determined at inception was $104.8 million and $78.4 million, respectively. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Given the Company’s position as original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company.
There can be no assurance that historical credit default experience will be indicative of future results. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in effect at the time of loss.
NOTE N – STOCKHOLDERS’ EQUITY
Changes in Accumulated Other Comprehensive Income (Loss)
The table below presents changes in AOCI by component for the three and nine months ended September 30, 2020 and 2019. All amounts are net of tax (in millions).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
Three Months Ended
September 30, 2019
|
|
CTA
|
Derivative Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
|
CTA(1)
|
Derivative Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
Beginning balance
|
(243.5)
|
|
(7.1)
|
|
3.6
|
|
(47.8)
|
|
$
|
(294.8)
|
|
|
$
|
(231.7)
|
|
$
|
(3.5)
|
|
$
|
2.1
|
|
$
|
(54.2)
|
|
$
|
(287.3)
|
|
Other comprehensive income (loss) before reclassifications
|
45.0
|
|
(2.7)
|
|
0.3
|
|
(2.0)
|
|
40.6
|
|
|
(51.9)
|
|
(3.5)
|
|
0.4
|
|
14.4
|
|
(40.6)
|
|
Amounts reclassified from AOCI
|
—
|
|
(0.1)
|
|
—
|
|
0.4
|
|
0.3
|
|
|
26.1
|
|
2.0
|
|
—
|
|
(0.5)
|
|
27.6
|
|
Net other comprehensive income (loss)
|
45.0
|
|
(2.8)
|
|
0.3
|
|
(1.6)
|
|
40.9
|
|
|
(25.8)
|
|
(1.5)
|
|
0.4
|
|
13.9
|
|
(13.0)
|
|
Ending balance
|
$
|
(198.5)
|
|
$
|
(9.9)
|
|
$
|
3.9
|
|
$
|
(49.4)
|
|
$
|
(253.9)
|
|
|
$
|
(257.5)
|
|
$
|
(5.0)
|
|
$
|
2.5
|
|
$
|
(40.3)
|
|
$
|
(300.3)
|
|
(1) Reclassifications relate to $26.1 million of losses (net of $2.8 million of tax benefits) reclassified from AOCI to Gain (loss) on disposition of discontinued operations - net of tax in connection with the sale of Demag.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
Nine Months Ended
September 30, 2019
|
|
CTA
|
Derivative Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
|
CTA(1)
|
Derivative Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
Beginning balance
|
$
|
(208.2)
|
|
$
|
(0.8)
|
|
$
|
2.6
|
|
$
|
(51.1)
|
|
$
|
(257.5)
|
|
|
$
|
(225.6)
|
|
$
|
(4.4)
|
|
$
|
0.8
|
|
$
|
(55.6)
|
|
$
|
(284.8)
|
|
Other comprehensive income (loss) before reclassifications
|
9.7
|
|
(12.5)
|
|
1.3
|
|
0.5
|
|
(1.0)
|
|
|
(58.0)
|
|
(5.7)
|
|
1.7
|
|
14.6
|
|
(47.4)
|
|
Amounts reclassified from AOCI
|
—
|
|
3.4
|
|
—
|
|
1.2
|
|
4.6
|
|
|
26.1
|
|
5.1
|
|
—
|
|
0.7
|
|
31.9
|
|
Net other comprehensive income (loss)
|
9.7
|
|
(9.1)
|
|
1.3
|
|
1.7
|
|
3.6
|
|
|
(31.9)
|
|
(0.6)
|
|
1.7
|
|
15.3
|
|
(15.5)
|
|
|
|
|
|
|
|
|
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Ending balance
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$
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(198.5)
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|
$
|
(9.9)
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|
$
|
3.9
|
|
$
|
(49.4)
|
|
$
|
(253.9)
|
|
|
$
|
(257.5)
|
|
$
|
(5.0)
|
|
$
|
2.5
|
|
$
|
(40.3)
|
|
$
|
(300.3)
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(1) Reclassifications relate to $26.1 million of losses (net of $2.8 million of tax benefits) reclassified from AOCI to Gain (loss) on disposition of discontinued operations - net of tax in connection with the sale of Demag.
Stock-Based Compensation
During the nine months ended September 30, 2020, the Company awarded 1.4 million shares of restricted stock to its employees with a weighted average grant date fair value of $22.40 per share. Approximately 58% of these awards are time-based and vest ratably on each of the first three anniversary dates. Approximately 28% cliff vest at the end of a three-year period and are subject to performance targets that may or may not be met and for which the performance period has not yet been completed. Approximately 14% cliff vest and are based on performance targets containing a market condition determined over a three-year period.
The Company used the Monte Carlo method to determine grant date fair value of $21.09 per share for the awards with a market condition granted on February 26, 2020. The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award.
The following table presents the weighted-average assumptions used in the valuation:
|
|
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|
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|
|
Grant date
|
|
February 26, 2020
|
Dividend yields
|
2.12
|
%
|
Expected volatility
|
36.36
|
%
|
Risk free interest rate
|
1.14
|
%
|
Expected life (in years)
|
3
|
Share Repurchases and Dividends
In July 2018, Terex’s Board of Directors authorized the Company to repurchase up to an additional $300 million of the Company’s outstanding shares of common stock, of which approximately $105 million was utilized prior to January 1, 2020. During the nine months ended September 30, 2020, the Company repurchased 2.5 million shares for $54.6 million under this program. During the nine months ended September 30, 2019, the Company did not repurchase shares under this program. In the first quarter of 2020, Terex’s Board of Directors declared a dividend of $0.12, which was paid to the Company’s shareholders. In April 2020, the Company announced that it has suspended further share repurchases and dividend payments for the remainder of 2020.