MANITOWOC CO INC

Previous wording

geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, tariffs, other political and economic conditions and risks and other geographic factors, has had and may continue to lead to market disruptions, including volatility in commodity prices (including oil and gas), raw material and component costs, energy prices, inflation, consumer behavior, supply chain, and credit and capital markets, and could result in the impairment of assets;

Current wording

geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, tariffs, other political and economic conditions and risks and other geographic factors, have had and may continue to lead to market disruptions, including volatility in commodity prices (including oil and gas), raw material and component costs, energy prices, inflation, consumer behavior, supply chain, and credit and capital markets, and could result in the impairment of assets;

Previous wording

realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those savings, synergies and options;

Current wording

realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those enhancements, savings, synergies and options;

Previous wording

other risk factors detailed in Manitowoc's 2024 Annual Report on Form 10-K, as such may be amended or supplemented in Manitowoc’s subsequently filed Quarterly Reports on 10-Q (including this report), and its other filings with the United States Securities and Exchange Commission.

Current wording

other risks and factors detailed in Manitowoc's 2024 Annual Report on Form 10-K, as such may be amended or supplemented in Manitowoc's subsequently filed Quarterly Reports on Form 10-Q (including this report) and its other filings with the United States Securities and Exchange Commission.

Previous wording

Starting in early 2025, the United States government announced reciprocal tariffs on imported goods from numerous countries. In response, certain foreign governments imposed tariffs on imported American goods. The United States government shortly thereafter declared a 90-day suspension of reciprocal tariffs and implemented a 10% tariff on all imports, except for those from China, which are subject to a higher tariff. Approximately 50% of the Company’s total net sales are generated in the United States. While most products are manufactured domestically, tariffs may affect demand, raise product costs, or disrupt the supply chain. Considerable uncertainty regarding the final resolution of tariffs remain, however, the Company is assessing the impact and what measures can be taken to mitigate their effects.

Current wording

Approximately 50% of the Company's total net sales are generated in the United States. While most of the Company's products are manufactured domestically, tariffs may affect demand, raise product costs, or disrupt the Company's supply chain. Considerable uncertainty regarding industry specific exemptions and the final resolution of tariffs with other countries remain, however, the Company is assessing the impact and what measures can be taken to mitigate the effects.

Previous wording

Orders and backlog are not measures defined by accounting principles generally accepted in the United States of America ("GAAP") and our methodology for determining orders and backlog may vary from the methodology used by other companies. Management uses orders and backlog for capacity and resource planning. The Company believes this information is useful to investors to provide an indication of future revenues. Backlog represents the dollar value of orders which are expected to be recognized in net sales in the future. Orders are included in backlog when an executed binding contract with a price that has a floor has been received but has not been recognized in net sales.

Current wording

Orders and backlog are not measures defined by GAAP and our methodology for determining orders and backlog may vary from the methodology used by other companies. Management uses orders and backlog for capacity and resource planning. The Company believes this information is useful to investors to provide an indication of future revenues. Backlog represents the dollar value of orders which are expected to be recognized in net sales in the future. Orders are included in backlog when an executed binding contract with a price that has a floor has been received but has not been recognized in net sales.

Previous wording

Orders for the three months ended March 31, 2025 increased 10.1% to $610.3 million from $554.1 million for the same period in 2024. The increase was primarily attributable to higher demand in the Americas segment and tower product offerings in the EURAF segment. Orders were unfavorably impacted by $5.9 million from changes in foreign currency exchange rates.

Current wording

Orders for the three months ended June 30, 2025 increased 6.0% to $453.9 million from $428.4 million for the same period in 2024. The increase was primarily attributable to higher demand in the Americas segment and for tower product offerings in the EURAF segment. Orders were favorably impacted by $8.6 million from changes in foreign currency exchange rates.

Previous wording

As of March 31, 2025, total backlog was $797.8 million, a 22.7% increase from the December 31, 2024 backlog of $650.2 million, and a 17.9% decrease from the March 31, 2024 backlog of $971.3 million. Backlog was favorably impacted by $9.3 million and $0.4 million from December 31, 2024 and March 31, 2024, respectively, from changes in foreign currency exchange rates.

Current wording

As of June 30, 2025, total backlog was $729.3 million, a 12.2% increase from the December 31, 2024 backlog of $650.2 million, and a 12.8% decrease from the June 30, 2024 backlog of $836.3 million. Backlog was favorably impacted from changes in foreign currency exchange rates by $26.6 million and $20.8 million from December 31, 2024 and June 30, 2024, respectively.

Previous wording

Results of Operations for the three months ended March 31, 2025 and 2024:

Current wording

Results of Operations For The Three and Six Months Ended June 30, 2025 and 2024:

Previous wording

Consolidated net sales for the three months ended March 31, 2025 decreased 4.9% to $470.9 million from $495.1 million for the same period in 2024. This decrease was primarily attributable to $39.6 million of lower new machine sales in all segments as a result of product mix. This was partially offset by $15.4 million of higher non-new machine sales primarily in the Americas and EURAF segments. Net sales were unfavorably impacted by $5.7 million from changes in foreign currency exchange rates.

Current wording

Consolidated net sales for the three months ended June 30, 2025 decreased 4.0% to $539.5 million from $562.1 million in the same period in 2024. This decrease was primarily attributable to $28.7 million of lower new machine sales in the Company's mobile product line in the EURAF segment and $23.6 million of lower new machine sales in the MEAP segment primarily due to lower crane shipments. This was partially offset by $13.5 million of higher new machine sales in the Americas segment primarily due to favorable product mix and $17.0 million of higher non-new machine sales in the Americas and EURAF segments. Net sales were favorably impacted by $8.4 million from changes in foreign currency exchange rates.

Previous wording

Gross profit for the three months ended March 31, 2025 decreased 2.9% to $89.8 million from $92.5 million for the same period in 2024. This decrease was primarily due to lower net sales and lower absorbed costs due to lower manufacturing volume in the Americas segment, partially offset by favorable product mix. Gross profit was unfavorably impacted by $1.1 million from changes in foreign currency exchange rates.

Current wording

Gross profit for the six months ended June 30, 2025 decreased 1.8% to $188.8 million from $192.2 million for the same period in 2024. The decrease was primarily attributable to the lower net sales and lower absorbed costs due to lower manufacturing volume in the Americas segment, partially offset by favorable product mix. Gross profit was favorably impacted by $0.1 million from changes in foreign currency exchange rates.

Previous wording

Engineering, selling, and administrative expenses for the three months ended March 31, 2025 increased 9.1% to $82.9 million from $76.0 million for the same period in 2024. The increase was primarily due to costs for the triennial bauma trade show, higher professional services fees, and higher new product development costs. Engineering, selling, and administrative expenses were favorably impacted by $1.4 million from changes in foreign currency exchange rates.

Current wording

Engineering, selling and administrative expenses for the six months ended June 30, 2025 increased 6.6% to $170.3 million from $159.7 million for the same period in 2024. The increase was primarily due to costs for the triennial bauma trade show, higher employee related costs, and higher new product development costs This was partially offset by a $5.3 million charge related to a legal matter with the EPA in the prior year. Engineering, selling, and administrative expenses were unfavorably impacted by $0.4 million from changes in foreign currency exchange rates.

Previous wording

Interest expense for the three months ended March 31, 2025 decreased 5.4% to $8.7 million from $9.2 million for the same period in 2024. The decrease was primarily due to lower average debt and lower interest rates on borrowings from the Company’s ABL revolving credit facility.

Current wording

Interest expense for the three months ended June 30, 2025 was $9.2 million as compared to $9.6 million for the same period in 2024. Interest expense decreased year-over-year primarily due to lower interest rates on borrowings from the Company's ABL revolving credit facility. See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.

Previous wording

For the three months ended March 31, 2025 and 2024, the Company recorded a benefit for income taxes of $2.5 million and a provision for income taxes of $1.9 million, respectively. Changes to jurisdictional mix and a year-to-date loss before income taxes resulted in a benefit for income taxes for the three months ended March 31, 2025 as compared to the prior year’s provision for income taxes. In addition, the Company’s effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates and losses in certain jurisdictions where no tax benefit can be realized.

Current wording

For the three months ended June 30, 2025, and 2024, the Company recorded a benefit for income taxes of $0.2 million and a provision for income taxes of $1.6 million, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded a benefit for income taxes of $2.7 million and a provision for income taxes of $3.5 million, respectively. Changes to jurisdictional mix and a year-to-date loss before income taxes resulted in a benefit for income taxes in the three and six months ended June 30, 2025 as compared to the prior year's provision for income taxes. In addition, the Company's effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates and losses in certain jurisdictions where no tax benefit can be realized.

Previous wording

MEAP segment operating income increased 39.0% for the three months ended March 31, 2025 to $11.4 million from $8.2 million for the same period in 2024. The increase was primarily due to higher absorbed costs. Segment operating income was unfavorably impacted by $0.4 million from changes in foreign currency exchange rates.

Current wording

MEAP segment operating income increased $3.7 million for the six months ended June 30, 2025 to $21.2 million from $17.5 million for the same period in 2024. The increase was primarily due to higher absorbed costs due to higher manufacturing volume. Segment operating income was unfavorably impacted by $0.2 million from changes in foreign currency exchange rates.

Previous wording

A summary of cash flows for the three months ended March 31, 2025 and 2024 are as follows:

Current wording

A summary of cash flows for the six months ended June 30, 2025 and 2024 are as follows:

Previous wording

Net cash used for investing activities of $23.6 million for the three months ended March 31, 2025 increased $11.6 million from $12.0 million for the same period in 2024. The increase in net cash used for investing activities was primarily due to $12.9 million of cash outflows related to the purchase of certain assets and territory from Ring Power Corporation.

Current wording

Net cash used for investing activities of $29.5 million for the six months ended June 30, 2025 increased $7.9 million from$21.6 million for the same period in 2024. The increase in net cash used for investing activities was primarily due to $12.9 million of cash outflows related to the purchase of certain assets and territory from Ring Power Corporation and $3.3 million of lower proceeds from the sale of property, plant, and equipment. This was partially offset by $8.3 million of lower capital expenditures.

Previous wording

The Company has historically relied primarily on cash flows from operations, borrowings under revolving credit facilities, issuances of notes and other forms of debt financing as its sources of cash.

Current wording

The Company has historically relied primarily on cash flows from operations, borrowings under revolving credit facilities and overdraft facilities, issuances of notes, and other forms of debt financing as its sources of cash.

Previous wording

In addition to the ABL Revolving Credit Facility, the Company has access to committed and non-committed lines of credit to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of March 31, 2025 for the six overdraft facilities is $44.2 million, with $16.8 million outstanding.

Current wording

In addition to the ABL Revolving Credit Facility, the Company has access to committed and non-committed lines of credit to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of June 30, 2025 for the six facilities was $47.8 million, with $7.8 million outstanding.

Previous wording

Both the ABL Revolving Credit Facility and 2031 Notes include customary covenants and events of default. Refer to Note 11, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of the covenants for the ABL Revolving Credit Facility and the 2031 Notes. As of March 31, 2025, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 2031 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months. From time to time, the Company seeks to opportunistically raise capital in the debt capital markets and bank credit markets.

Current wording

Both the ABL Revolving Credit Facility and 2031 Notes include customary covenants and events of default. Refer to Note 11, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of covenants under the ABL Revolving Credit Facility and 2031 Notes. As of June 30, 2025, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 2031 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months. From time to time, the Company seeks to opportunistically raise capital in the debt capital markets and bank credit markets.

Previous wording

Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the trailing twelve-months ended by the five-quarter average of invested capital. Adjusted NOPAT is calculated by taking operating income plus the addback of amortization of intangible assets and the addback or subtraction of restructuring expenses, other non-recurring items - net, and provision for income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

Current wording

Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the trailing twelve-months by the five-quarter average of invested capital. Adjusted NOPAT is calculated for each quarter by taking operating income plus the addback of amortization of intangible assets, and the addback or subtraction of restructuring expenses, other non-recurring items – net, and provision for income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

Previous wording

The Company’s Adjusted ROIC as of March 31, 2025 was 5.1%. Below is the calculation of Adjusted ROIC as of March 31, 2025.

Current wording

The Company’s Adjusted ROIC as of June 30, 2025 was 4.2%. Below is the calculation of Adjusted ROIC as of June 30, 2025.

Previous wording

(1) Other non-recurring items – net for the trailing twelve months relate to $8.9 million of costs associated with a legal matter with the U.S. EPA and $0.1 million of one-time costs. Refer to the Company’s previously filed Form 10-K and Form 10-Qs for a description of other non-recurring items - net for the three months ended December 31, 2024, September 30, 2024, and June 30, 2024.

Current wording

(1) Other non-recurring items – net for the trailing twelve months relate to $3.6 million of costs associated with a legal matter with the EPA. Refer to the Company’s previously filed Form 10-K and Form 10-Qs for a description of other non-recurring items - net for the three months ended December 31, 2024 and September 30, 2024.

Previous wording

The reconciliation of net income (loss) to EBITDA and further to adjusted EBITDA for the three months ended March 31, 2025 and 2024, is summarized as follows:

Current wording

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 and trailing twelve months is summarized as follows.

Previous wording

Other non-recurring items - net for the three months ended March 31, 2024 relate to $0.1 million of one-time costs. Other non-recurring items - net for the trailing twelve months relate to $8.9 million of costs associated with a legal matter with the U.S. EPA and $0.1 million of one-time costs.

Current wording

Other non-recurring items - net for the three months ended June 30, 2024 relate to $5.3 million of costs associated with a legal matter with the EPA and $0.1 million of one-time costs. Other non-recurring items - net for the six months ended June 30, 2024 relate to $5.3 million of costs associated with a legal matter with the EPA and $0.2 million of one-time costs.

Previous wording

Other (income) expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, and other items in the three and trailing twelve months ended March 31, 2025 and the three months ended March 31, 2024.

Current wording

Other (income) expense - net includes net foreign currency (gains) losses, other components of net periodic pension costs, and other items in the three, six, and trailing twelve months ended June 30, 2025 and the three and six months ended June 30, 2024.

Previous wording

Free cash flows is defined as net cash provided by (used for) operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash provided by (used for) operating activities to free cash flows for the three months ended March 31, 2025 and 2024 are summarized as follows:

Current wording

Free cash flows is defined as net cash used for operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash used for operating activities to free cash flows for the six months ended June 30, 2025 and 2024 is summarized as follows.