Significantly Strengthens Breadth of Aerospace
& Electronics’ Fluid Solution Capabilities
Crane Company (“Crane,” NYSE: CR) today announced that it has
acquired Vian Enterprises, Inc. (“Vian”) for approximately $103
million on a cash free and debt free basis.
Founded in 1968, Vian is a global designer and manufacturer of
multi-stage lubrication pumps and lubrication system components
technology for critical aerospace and defense applications with
sole-sourced and proprietary content on the highest volume
commercial and military aircraft platforms. Through August 2023, we
estimate that Vian had trailing 12-month sales of approximately $33
million and adjusted EBITDA of approximately $8 million, with an
order backlog exceeding $100 million. Crane financed the
acquisition primarily with proceeds from its revolving credit
facility. (Please see the Non-GAAP Explanation).
Crane’s President and CEO, Max Mitchell, said: “We are very
excited to announce this transaction. Vian is highly complementary
to our Fluid Solution within the Aerospace & Electronics
segment, significantly expanding our portfolio of mission critical
aerospace flow control products. Vian has strong positions on the
most attractive commercial and military aircraft platforms today,
and combined with our existing fluid and thermal management
capabilities, further strengthens our positioning for future
content opportunities on engines, gearboxes and auxiliary power
units. We expect that Vian’s margins will be accretive to the
Aerospace & Electronics’ segment EBITDA margins immediately,
with a long-term sales growth rate in line with the segment’s
previously disclosed 7% to 9% long-term CAGR. Vian, along with the
other acquisitions that we continue to pursue, meets our clearly
defined strict financial and strategic acquisition criteria.”
Mr. Mitchell concluded: “I would like to personally thank Chris
and Elizabeth Vian and the Vian family for entrusting Crane as the
stewards of this great business moving forward. I also would like
to welcome the Vian team to Crane, and to acknowledge the effort
and success of all of Vian’s valued employees, who have grown this
business into a leading industry supplier of aerospace lubrication
solutions and related products. We look forward to working together
in the years ahead, investing for further growth and building on
the strong legacy and track record of both companies.”
Crane will provide further updates on the Vian acquisition
during the fourth quarter earnings call.
Announces Date for Fourth Quarter 2023 Earnings Release and
Teleconference
Crane announces the following schedule and teleconference
information for its fourth quarter 2023 earnings release:
- Earnings Release: January 29, 2024 after close of market
by public distribution and the Crane Company website at
www.craneco.com.
- Teleconference: January 30, 2024 at 10:00 AM (Eastern)
hosted by Max H. Mitchell, President & CEO, and Richard A.
Maue, Executive Vice President & CFO. The call can be accessed
in a listen-only mode via the Company’s website www.craneco.com. An
accompanying slide presentation will also be available on the
Company’s website.
- Web Replay: Will be available on the Company’s website
shortly after completion of the live call.
About Crane Company
Crane Company has delivered innovation and technology-led
solutions to its customers since its founding in 1855. Today, Crane
is a leading manufacturer of highly engineered components for
challenging, mission-critical applications focused on the
aerospace, defense, space and process flow industry end markets.
The Company is comprised of two strategic growth platforms,
Aerospace & Electronics and Process Flow Technologies, as well
as the Engineered Materials segment. Crane has approximately 7,000
employees in the Americas, Europe, the Middle East, Asia and
Australia. For more information, visit www.craneco.com.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements within
the meaning of the federal securities laws. Forward-looking
statements include all statements that are not historical
statements of fact and those regarding our intent, belief, or
expectations, including, but not limited to: statements regarding
Crane’s portfolio following the business separation; benefits and
synergies of the separation transaction; strategic and competitive
advantages of Crane; future financing plans and opportunities; and
business strategies, prospects and projected operating and
financial results. We caution investors not to place undue reliance
on any such forward-looking statements.
Words such as “anticipate(s),” “expect(s),” “intend(s),”
“believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,”
“seek(s),” and similar expressions, or the negative of these terms,
are intended to identify such forward-looking statements. These
statements are based on management’s current expectations and
beliefs and are subject to a number of risks and uncertainties that
could lead to actual results differing materially from those
projected, forecasted or expected. Although we believe that the
assumptions underlying the forward-looking statements are
reasonable, we can give no assurance that our expectations will be
attained.
Risks and uncertainties that could cause actual results to
differ materially from our expectations include, but are not
limited to: changes in global economic conditions (including
inflationary pressures) and geopolitical risks, including
macroeconomic fluctuations that may harm our business, results of
operation and stock price; the continuing effects from the COVID-19
pandemic on our business and the global and U.S. economies
generally; information systems and technology networks failures and
breaches in data security, theft of personally identifiable and
other information, non-compliance with our contractual or other
legal obligations regarding such information; our ability to source
components and raw materials from suppliers, including disruptions
and delays in our supply chain; demand for our products, which is
variable and subject to factors beyond our control; governmental
regulations and failure to comply with those regulations;
fluctuations in the prices of our components and raw materials;
loss of personnel or being able to hire and retain additional
personnel needed to sustain and grow our business as planned; risks
from environmental liabilities, costs, litigation and violations
that could adversely affect our financial condition, results of
operations, cash flows and reputation; risks associated with
conducting a substantial portion of our business outside the U.S.;
being unable to identify or complete acquisitions, or to
successfully integrate the businesses we acquire, or complete
dispositions; adverse impacts from intangible asset impairment
charges; potential product liability or warranty claims; being
unable to successfully develop and introduce new products, which
would limit our ability to grow and maintain our competitive
position and adversely affect our financial condition, results of
operations and cash flow; significant competition in our markets;
additional tax expenses or exposures that could affect our
financial condition, results of operations and cash flows;
inadequate or ineffective internal controls; specific risks
relating to our reportable segments, including Aerospace &
Electronics, Process Flow Technologies and Engineered Materials;
the ability and willingness of Crane Company and Crane NXT, Co. to
meet and/or perform their obligations under any contractual
arrangements that were entered into among the parties in connection
with the separation transaction and any of their obligations to
indemnify, defend and hold the other party harmless from and
against various claims, litigation and liabilities; and the ability
to achieve some or all the benefits that we expect to achieve from
the separation transaction.
Readers should carefully review Crane’s financial statements and
the notes thereto, as well as the section entitled “Risk Factors”
in Item 1A of Crane’s Annual Report on Form 10-K for the year ended
December 31, 2022 and the other documents Crane and its
subsidiaries file from time to time with the SEC. Readers should
also carefully review the “Risk Factors” section of the information
statement filed as an exhibit to Crane’s registration statement on
Form 10. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements.
These forward-looking statements reflect management’s judgment
as of this date, and Crane assumes no (and disclaims any)
obligation to revise or update them to reflect future events or
circumstances.
We make no representations or warranties as to the accuracy of
any projections, statements or information contained in this
document. It is understood and agreed that any such projections,
targets, statements and information are not to be viewed as facts
and are subject to significant business, financial, economic,
operating, competitive and other risks, uncertainties and
contingencies many of which are beyond our control, that no
assurance can be given that any particular financial projections
ranges, or targets will be realized, that actual results may differ
from projected results and that such differences may be material.
While all financial projections, estimates and targets are
necessarily speculative, we believe that the preparation of
prospective financial information involves increasingly higher
levels of uncertainty the further out the projection, estimate or
target extends from the date of preparation. The assumptions and
estimates underlying the projected, expected or target results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the financial projections, estimates and
targets. The inclusion of financial projections, estimates and
targets in this press release should not be regarded as an
indication that we or our representatives, considered or consider
the financial projections, estimates and targets to be a reliable
prediction of future events.
Non-GAAP Explanation
Crane Company reports its financial results in accordance with
U.S. generally accepted accounting principles (“GAAP”). This press
release includes a non-GAAP financial measure, adjusted EBITDA, for
the recently acquired Vian that is not prepared in accordance with
GAAP. This non-GAAP measure is in addition to, and not a substitute
for or superior to, measures of financial performance prepared in
accordance with GAAP and should not be considered as an alternative
to operating income, net income or any other performance measures
derived in accordance with GAAP. We believe that this non-GAAP
measures of financial results (including on a forward-looking or
projected basis) provides useful supplemental information to
investors about Vian. Our management uses this forward-looking
non-GAAP measure, among other GAAP and non-GAAP measures, to
evaluate and assess the projected financial and operating results
of Vian. However, there are a number of limitations related to the
use of this non-GAAP measure and its nearest GAAP equivalent. For
example, other companies may calculate non-GAAP measures
differently or may use other measures to calculate their financial
performance, and therefore our non-GAAP measures may not be
directly comparable to similarly titled measures of other
companies.
Reconciliations of certain forward-looking and projected
non-GAAP measures for Vian, including Adjusted EBITDA, to the
closest corresponding GAAP measure are not available without
unreasonable efforts due to the high variability, complexity and
low visibility with respect to the charges excluded from these
non-GAAP measures, which could have a potentially significant
impact on our future GAAP results. In the case of Vian
specifically, access to certain information necessary to fully
reconcile forecasts of non-GAAP measures to their nearest GAAP
equivalent measure is not yet available. The forward looking and
projected non-GAAP measure is calculated as follows:
"Adjusted EBITDA" adds back to net income: net interest expense,
income tax expense, depreciation and amortization, and Special
Items such as transaction related expenses, certain non-recurring
facility move and lease expenses, and prior owner personal and
discretionary expenses. We believe that adjusted EBITDA provides
investors with an alternative metric that may be a meaningful
indicator of Vian’s performance and provides useful information to
investors regarding its financial conditions that is complementary
to GAAP metrics. Further, for Vian, adjusted EBITDA may also be a
useful complementary measure to GAAP metrics because it excludes
certain items, namely net interest expense, income tax expense, and
amortization, that could vary significantly when forecasted for
Vian pre-acquisition as a standalone entity compared to what those
results may be with Vian under Crane’s ownership.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240103815513/en/
Jason D. Feldman Vice President, Treasury & Investor
Relations 203-363-7329 www.craneco.com
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