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MANITOWOC CO INC

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

MTW$22.41+3.4%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Condensed Consolidated Statements of Operations

(In millions, except per share and share amounts)

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Net sales$613.8$553.4$1,703.3$1,563.8
Cost of sales492.0450.81,363.11,272.4
Gross profit121.8102.6340.2291.4
Operating costs and expenses:
Engineering, selling and administrative expenses88.983.4269.9253.7
Amortization of intangible assets0.70.72.32.3
Restructuring expense0.4—2.01.8
Total operating costs and expenses90.084.1274.2257.8
Operating income31.818.566.033.6
Other expense:
Interest expense(9.2)(9.8)(27.3)(27.7)
Amortization of deferred financing fees(0.4)(0.4)(1.1)(1.1)
Other expense - net(3.4)(0.8)(6.7)(4.8)
Total other expense(13.0)(11.0)(35.1)(33.6)
Income before income taxes18.87.530.9—
Provision (benefit) for income taxes7.82.511.7(0.2)
Net income$11.0$5.0$19.2$0.2
Per Share Data and Share Amounts:
Basic net income per common share$0.30$0.14$0.53$0.01
Diluted net income per common share$0.30$0.14$0.52$0.01
Weighted average shares outstanding - basic36,085,62435,467,70735,916,40635,398,738
Weighted average shares outstanding - diluted36,898,48936,264,88036,717,43135,951,308

Condensed Consolidated Statements of Comprehensive Income

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Net income$11.0$5.0$19.2$0.2
Other comprehensive income, net of income tax
Unrealized gain (loss) on derivatives, net of income tax (provision) benefit of $(0.1), $0.7, $0.4 and $(0.9), respectively0.4(2.0)(1.0)2.8
Employee pension and postretirement benefit (expense) income, net of income tax provision of $0.0, $0.0, $0.0 and $0.0, respectively(0.2)0.1(0.4)(1.0)
Foreign currency translation adjustments, net of income tax benefit (provision) of $0.3, $0.1, $1.1, and $(6.6), respectively(0.4)(2.8)(1.8)37.1
Total other comprehensive income (loss), net of income tax(0.2)(4.7)(3.2)38.9
Comprehensive income$10.8$0.3$16.0$39.1

Condensed Consolidated Balance Sheets

As of September 30, 2026 and December 31, 2025

(In millions, except par value and share amounts)

September 30,2026December 31,2025
Assets
Current Assets:
Cash and cash equivalents$64.7$77.3
Accounts receivable, less allowances of $6.6 and $5.8, respectively313.0281.3
Inventories - net813.4683.9
Other current assets49.554.1
Total current assets1,240.61,096.6
Property, plant and equipment — net332.2343.0
Operating lease right-of-use assets61.768.0
Goodwill80.879.6
Intangible assets — net120.1125.1
Other non-current assets103.1105.9
Total assets$1,938.5$1,818.2
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses$494.2$401.6
Customer advances20.418.3
Short-term borrowings and current portion of long-term debt17.113.7
Product warranties33.736.2
Other liabilities22.321.8
Total current liabilities587.7491.6
Non-Current Liabilities:
Long-term debt461.1447.1
Operating lease liabilities46.953.6
Deferred income taxes2.92.3
Pension obligations41.445.3
Postretirement health and other benefit obligations2.73.1
Long-term deferred revenue23.718.8
Other non-current liabilities59.261.2
Total non-current liabilities637.9631.4
Commitments and contingencies (Note 17)
Stockholders' Equity:
Preferred stock (3,500,000 shares authorized of $.01 par value; none outstanding)——
Common stock (75,000,000 shares authorized, 40,793,983 shares issued, 36,106,976 and 35,473,418 shares outstanding, respectively)0.40.4
Additional paid-in capital610.8616.7
Accumulated other comprehensive loss(68.5)(65.3)
Retained earnings225.7206.5
Treasury stock, at cost (4,687,007 and 5,320,565 shares, respectively)(55.5)(63.1)
Total stockholders' equity712.9695.2
Total liabilities and stockholders' equity$1,938.5$1,818.2

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2026 and 2025

Nine Months EndedSeptember 30,
20262025
Cash Flows from Operating Activities:
Net income$19.2$0.2
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation expense42.544.4
Amortization of intangible assets2.32.3
Stock-based compensation expense5.36.8
Amortization of deferred financing fees1.11.1
Gain on sale of property, plant and equipment(1.7)(0.2)
Deferred income tax expense5.0—
Changes in operating assets and liabilities
Accounts receivable(34.7)(7.5)
Inventories(147.4)(148.4)
Other assets9.6(6.4)
Accounts payable63.279.2
Accrued expenses and other liabilities37.8(40.4)
Net cash provided by (used for) operating activities2.2(68.9)
Cash Flows from Investing Activities:
Capital expenditures(31.2)(24.7)
Proceeds from sale of property, plant and equipment4.10.5
Purchase of assets—(12.9)
Net cash used for investing activities(27.1)(37.1)
Cash Flows from Financing Activities:
Payments on revolving credit facility—(15.0)
Proceeds from revolving credit facility17.6107.2
Proceeds from other debt11.28.3
Payments on other debt(8.9)—
Exercises of stock options0.6—
Other financing activities(7.5)(4.6)
Net cash provided by financing activities13.095.9
Effect of exchange rate changes on cash and cash equivalents(0.7)1.8
Net decrease in cash and cash equivalents(12.6)(8.3)
Cash and cash equivalents at beginning of period77.348.0
Cash and cash equivalents at end of period$64.7$39.7
Supplemental Cash Flow Information
Interest paid$20.5$21.3
Income taxes paid9.65.4
Operating right-of-use assets obtained8.615.7
Finance right-of-use assets obtained5.98.0

Condensed Consolidated Statements of Equity

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Common Stock - Par Value
Balance at beginning of period$0.4$0.4$0.4$0.4
Balance at end of period$0.4$0.4$0.4$0.4
Additional Paid-in Capital
Balance at beginning of period$610.4$613.6$616.7$615.1
Stock compensation plans0.41.0(5.9)(0.5)
Balance at end of period$610.8$614.6$610.8$614.6
Accumulated Other Comprehensive Loss
Balance at beginning of period$(68.3)$(64.0)$(65.3)$(107.6)
Other comprehensive income (loss)(0.2)(4.7)(3.2)38.9
Balance at end of period$(68.5)$(68.7)$(68.5)$(68.7)
Retained Earnings
Balance at beginning of period$214.7$194.5$206.5$199.3
Net income11.05.019.20.2
Balance at end of period$225.7$199.5$225.7$199.5
Treasury Stock
Balance at beginning of period$(56.1)$(63.2)$(63.1)$(67.1)
Stock compensation plans0.60.17.64.0
Balance at end of period$(55.5)$(63.1)$(55.5)$(63.1)
Total stockholders' equity$712.9$682.7$712.9$682.7

Notes to Unaudited Condensed Consolidated Financial Statements

  1. Company and Basis of Presentation

The Manitowoc Company, Inc. (“Manitowoc” or the “Company”) was founded in 1902, and is headquartered in Milwaukee, Wisconsin, United States. Manitowoc, through its wholly-owned subsidiaries, provides high quality, customer-focused lifting products and services world-wide through its Grove, Manitowoc, National Crane, Potain, Shuttlelift, and Upfits by Aspen Equipment brands and its support-focused subsidiary MGX Equipment Services. For more information, visit www.manitowoc.com. The information on our website is not part of this or any other report we file with or furnish to the Securities and Exchange Commission (“SEC”) and is not incorporated herein by reference.

The Company hasthree reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment, and the Middle East and Asia Pacific (“MEAP”) segment. The Americas segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region. The segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 16, “Segments,” for additional information.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of the results of operations for the three and nine months ended September 30, 2026 and 2025, the cash flows for the same nine month periods, and the financial positions as of September 30, 2026 and December 31, 2025, and except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. The balance sheet as of December 31, 2025 was derived from the audited annual financial statements. The interim results are not necessarily indicative of results for a full year and do not contain all of the information included in the Company’s annual consolidated financial statements and notes for the year ended December 31, 2025. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

All amounts, except per share data and per share amounts, are in millions throughout the tables in these notes unless otherwise indicated.

  1. Recent Accounting Changes and Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense.” The amendments in this ASU require public companies to disclose more information about their expenses in their financial statements. The ASU is effective for annual periods beginning after December 15, 2026 and for interim periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

  1. Net Sales

The Company defers revenue when cash payments are received from customers in advance of satisfying the related performance obligation. These amounts are recorded as customer advances in the Condensed Consolidated Balance Sheets. The table below shows the change in the customer advances balance for the three andnine months ended September 30, 2026 and 2025.

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Balance at beginning of period$17.0$23.7$18.3$18.0
Cash received in advance of satisfying performance obligations38.739.3112.9104.7
Revenue recognized(35.2)(45.2)(110.2)(106.3)
Currency translation(0.1)—(0.6)1.4
Balance at end of period$20.4$17.8$20.4$17.8

The Company recognizes a contract asset for certain remanufacturing, repair, and field service work when service is performed but unbilled as of the end of the period. Contract assets are recorded in other current assets in the Condensed Consolidated Balance Sheets. Contract assets were $14.6 million and$11.7 million as of September 30, 2026 and December 31, 2025, respectively.

  1. Fair Value of Financial Instruments

The following table sets forth the Company’s financial assets and liabilities related to foreign currency exchange contracts (“FX Forward Contracts”)and The Manitowoc Company, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) that were accounted for at fair value as of September 30, 2026 and December 31, 2025.

Level 1Level 2Level 3TotalRecognized Location
Assets:
FX Forward Contracts$—$0.1$—$0.1Other current assets
Deferred Compensation Plan - Program B10.3——10.3Other non-current assets
Total assets at fair value$10.3$0.1$—$10.4
Current Liabilities:
FX Forward Contracts$—$1.4$—$1.4Accounts payable and accrued expenses
Level 1Level 2Level 3TotalRecognized Location
Assets:
FX Forward Contracts$—$0.6$—$0.6Other current assets
Deferred Compensation Plan - Program B9.5——9.5Other non-current assets
Total assets at fair value$9.5$0.6$—$10.1
Current Liabilities:
FX Forward Contracts$—$0.5$—$0.5Accounts payable and accrued expenses

The fair value of the $300.0 million senior secured second lien notes due on October 1, 2031, with an annual coupon rate of 9.25% (the “2031 Notes”), was approximately$316.8 million as of September 30, 2026. Refer to Note 10, “Debt,” for a description of the 2031 Notes and the related carrying value.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of its 2031 Notes based on quoted market prices of the instruments; because these markets are typically actively traded, the liabilities are classified as Level 1 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and short-term variable debt, including any amounts outstanding under the Company's revolving credit facility, approximate fair value, without being discounted as of September 30, 2026, due to the short-term nature of these instruments.

FX Forward Contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified as Level 2. See Note 5, “Derivative Financial Instruments,” for additional information.

The Deferred Compensation Plan utilizes a rabbi trust to hold assets intended to satisfy the Company’s corresponding future benefit obligations. The plan assets and corresponding obligations for Program B under the Deferred Compensation Plan are classified as Level 1.

  1. Derivative Financial Instruments

The Company’s risk management objective is to ensure that business exposures to risks are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider these associated risks and, whenever possible, transactions are structured to avoid or mitigate these risks.

From time to time, the Company enters into FX Forward Contracts to manage the exposure on forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities in currencies other than the functional currency of certain subsidiaries. Certain of these FX Forward Contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss) (“AOCI”). These changes in fair value are reclassified into earnings as a component of cost of sales, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of other expense – net in the period in which the transaction is no longer considered probable of occurring. During the nine months ended September 30, 2026,$5.0 million of forecasted transactions were no longer probable of occurring, resulting in a net loss of$0.1 million being recorded to other expense - net in the Condensed Consolidated Statement of Operations. During the three and nine months ended September 30, 2025, $1.6 million of forecasted transactions were no longer probable of occurring, resulting in a net gain of $0.1 million being recorded to other expense - net in the Condensed Consolidated Statement of Operat ions. No amounts were recorded related to forecasted transactions no longer being probable during the three months ended September 30, 2026.

The Company had FX Forward Contracts with aggregate notional amounts of $50.4 million and$108.7 million in U.S. dollar equivalent as of September 30, 2026 and December 31, 2025, respectively. The aggregate notional amount outstanding as of September 30, 2026 is scheduled to mature withinone year. The FX Forward Contracts purchased are denominated in various foreign currencies. Net unrealized gains (losses), net of income tax, recorded in AOCI were$(0.3) million and $0.7 million as of September 30, 2026 and December 31, 2025, respectively.

The net gains (losses) recorded in the Condensed Consolidated Statements of Operations for FX Forward Contracts for the three and nine months ended September 30, 2026 and 2025 are summarized as follows:

Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
Recognized Location2026202520262025
DesignatedCost of sales$(0.6)$2.2$(0.8)$3.1
Non-DesignatedOther income (expense) - net$0.4$(2.0)$2.4$(2.5)
  1. Inventories

The components of inventories as of September 30, 2026 and December 31, 2025 are summarized as follows:

September 30,2026December 31,2025
Raw materials$205.7$189.2
Work-in-process202.3136.7
Finished goods405.4358.0
Total inventories$813.4$683.9
  1. Property, Plant, and Equipment

The components of property, plant, and equipment as of September 30, 2026 and December 31, 2025 are summarized as follows:

September 30,2026December 31,2025
Land$14.8$15.5
Building and improvements214.9219.7
Machinery, equipment, and tooling350.1357.4
Furniture and fixtures14.914.5
Computer hardware and software133.3131.7
Rental cranes179.7175.8
Construction in progress8.67.3
Total cost916.3921.9
Less accumulated depreciation(584.1)(578.9)
Property, plant, and equipment — net$332.2$343.0

Property, plant, and equipment is depreciated over the estimated useful life using the straight-line depreciation method for financial reporting and accelerated methods for income tax purposes.

Additions to property, plant, and equipment included in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 were $3.4 million and$1.8 million, respectively.

Assets Held for Sale

During the nine months ended September 30, 2026, the Company committed to a plan to sell its Bauxite, Arkansas facility and certain related assets. The Company determined the assets met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) Topic 360,“Property, Plant, and Equipment,” as the assets are available for immediate sale in their present condition and management has committed to and initiated an active program to locate a buyer. Depreciation on these assets ceased upon their reclassification as assets held for sale and the assets were recorded at the lower of their carrying amount or estimated fair value less costs to sell.

During the nine months ended September 30, 2026, the Company sold $0.7 million of buildings, $0.5 million of machinery and equipment, and $0.2 million of land and land improvements for cash proceeds net of selling costs of $1.4 million. As of September 30, 2026, there areno remaining assets held for sale recorded in other current assets on the Condensed Consolidated Balance Sheets.

  1. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for thenine months ended September 30, 2026 are summarized as follows:

AmericasMEAPConsolidated
Balance as of December 31, 2025$14.4$65.2$79.6
Foreign currency impact—1.21.2
Balance as of September 30, 2026$14.4$66.4$80.8

The gross carrying amount, accumulated impairment and net book value of the Company's goodwill balances by reportable segment as of September 30, 2026 and December 31, 2025, are summarized as follows:

September 30, 2026December 31, 2025
Gross Carrying AmountAccumulated Impairment AmountNet Book ValueGross Carrying AmountAccumulated Impairment AmountNet Book Value
Americas$180.9$(166.5)$14.4$180.9$(166.5)$14.4
EURAF82.2(82.2)—82.2(82.2)—
MEAP66.4—66.465.2—65.2
Total$329.5$(248.7)$80.8$328.3$(248.7)$79.6

The Company performs its annual goodwill impairment test during the fourth quarter, or more frequently if events or changes in circumstances indicate that there might be an impairment of the assets. The Company will continue to monitor changes in circumstances and test more frequently if those changes indicate that assets might be impaired. The Company determined there was no triggering event during the three and nine months ended September 30, 2026.

The gross carrying amount, accumulated amortization, and net book value of the Company’s other intangible assets other than goodwill as of September 30, 2026 and December 31, 2025, are summarized as follows:

September 30, 2026December 31, 2025
GrossCarryingAmountAccumulatedAmortizationAmountNetBookValueGrossCarryingAmountAccumulatedAmortizationAmountNetBookValue
Definite lived intangible assets:
Customer relationships$27.8$(15.7)$12.1$28.0$(14.6)$13.4
Patents29.6(29.4)0.230.3(30.0)0.3
Noncompetition agreements4.2(4.2)—4.2(3.6)0.6
Trademarks and tradenames2.2(2.2)—2.2(1.9)0.3
Total$63.8$(51.5)$12.3$64.7$(50.1)$14.6
Indefinite-lived intangible assets:
Trademarks and tradenames$93.2$—$93.2$95.5$—$95.5
Distribution network14.6—14.615.0—15.0
Total107.8—107.8110.5—110.5
Total other intangible assets$171.6$(51.5)$120.1$175.2$(50.1)$125.1

The Company performs its annual indefinite-lived intangible assets impairment testing during the fourth quarter, or more frequently if events or changes in circumstances indicate that there might be an impairment of the asset. The Company will continue to monitor changes in circumstances and test more frequently if those changes indicate that assets might be impaired. The Company determined there was no triggering event during the three and nine months ended September 30, 2026.

Definite lived intangible assets and long-lived assets are subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company determined there was no triggering event during the three and nine months ended September 30, 2026.

Other intangible assets with definite lives are amortized over their estimated useful lives.

  1. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of September 30, 2026 and December 31, 2025 are summarized as follows:

September 30, 2026December 31, 2025
Trade accounts payable$303.6$242.3
Employee-related expenses63.751.1
Accrued vacation28.327.0
Miscellaneous accrued expenses98.681.2
Total accounts payable and accrued expenses$494.2$401.6
  1. Debt

Outstanding debt as of September 30, 2026 and December 31, 2025 is summarized as follows:

September 30, 2026December 31, 2025
Borrowings under senior secured asset based revolving credit facility$159.3$144.6
Senior secured second lien notes due 2031300.0300.0
Other debt22.720.6
Deferred financing costs(3.8)(4.4)
Total debt478.2460.8
Short-term borrowings and current portion of long-term debt(17.1)(13.7)
Long-term debt$461.1$447.1

On March 25, 2019, the Company and certain subsidiaries of the Company (the “Loan Parties”) entered into a credit agreement (the “ABL Credit Agreement”) with JP Morgan Chase Bank, N.A. as administrative and collateral agent, and certain financial institutions party thereto as lenders, providing for a senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”) of up to $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and certain fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2031 Notes and the related guarantees. The ABL Revolving Credit Facility includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company’s German subsidiary that is a borrower under the ABL Revolving Credit Facility (the “German Borrower”).

On June 17, 2021, the Company amended the ABL Credit Agreement to adjust certain negative covenants which reduced restrictions on the Company’s ability to expand its rental business. On May 19, 2022, the Company further amended the ABL Credit Agreement to (i) extend the maturity date to May 19, 2027 (subject to a springing maturity date of December 30, 2025 if our senior secured lien notes due April 1, 2026 had not been repaid in full or refinanced prior to December 30, 2025), (ii) permit the inclusion, subject to certain limitations, of the crane rental assets of certain subsidiaries in the borrowing base used to calculate availability under the ABL Credit Agreement, (iii) permit separate financing of crane rental assets not included in the borrowing base and (iv) replace the U.S. dollar London Inter-bank Offered Rate with interest rates based on the secured overnight financing rate plus a credit spread adjustment (“SOFR”).

On September 18, 2024, the Company further amended the ABL Credit Agreement to (i) increase the aggregate commitment by $50.0 million to a total aggregate commitment of up to $325.0 million, of which $100.0 million is available to the German Borrower, (ii) increase the swingline sublimit by $20.0 million to an aggregate $50.0 million, of which $20.0 million is available to the German Borrower, and (iii) extend the maturity date to September 18, 2029.

Borrowings under the ABL Revolving Credit Facility bear interest at a variable rate using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, Central Bank Rate (“CBR”) or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread set forth below. The variable interest rate is based upon the average availability as of the most recent determination date as follows:

Average quarterly availabilityAlternative base rate spreadSOFR spread
Category 1≥ 66% of Aggregate Commitment0.25%1.25%
Category 2< 66% but ≥ 33% of Aggregate Commitment0.50%1.50%
Category 3< 33% of Aggregate Commitment0.75%1.75%

As of September 30, 2026 and December 31, 2025, the Company had borrowings on the ABL Revolving Credit Facility of$159.3 million and$144.6 million, respectively. The spreads for Term Benchmark, Applicable Overnight Rate, CBR and RFR spread and Alternative Base Rate borrowings were deemed to be in Category 2 for the period from January 1, 2026 to September 30, 2026. As of September 30, 2026, there was excess availability of $162.1 million, which represents revolver borrowing capacity of$325.0 million less$159.3 million of borrowings outstanding and$3.6 million of U.S. letters of credit outstanding.

As of September 30, 2026, the Company had other indebtedness outstanding of$22.7 million that had a weighted-average interest rate of approximately 4.0%. This debt includes balances on local credit lines, overdraft facilities, and other financing arrangements.

On September 19, 2024, the Company and certain of its subsidiaries entered into an indenture with U.S. Bank Trust Company, National Association as trustee and notes collateral agent, pursuant to which the Company issued $300.0 million aggregate principal amount of the 2031 Notes with an annual coupon rate of 9.25%. Interest on the 2031 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year. The 2031 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of the Company’s existing and future domestic subsidiaries that is either a guarantor or a borrower under the ABL Revolving Credit Facility or that guarantees certain other debt of the Company or a guarantor. The 2031 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of the Company and of the guarantors that secure obligations under the ABL Revolving Credit Facility. The Company used the net proceeds from this offering, together with cash on hand, to redeem all of its outstanding 9.00% Senior Secured Second Lien Notes due 2026.

Both the ABL Revolving Credit Facility and the 2031 Notes include customary covenants which include, without limitation, restrictions on the Company’s ability and the ability of the Company’s restricted subsidiaries to incur, assume or guarantee additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of the Company’s capital stock or make other restricted payments, make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates and designate the Company’s subsidiaries as unrestricted. Both the ABL Revolving Credit Facility and the 2031 Notes also include customary events of default. The ABL Revolving Credit Facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in the Company’s business or financial condition since December 31, 2021.

Additionally, the ABL Revolving Credit Facility contains a covenant requiring the Company to maintain a minimum fixed charge coverage ratio under certain circumstances set forth in the ABL Credit Agreement.

As of September 30, 2026, 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 the 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.

  1. Accounts Receivable Factoring

The Company has two non-U.S. accounts receivable financing programs with a maximum availability of €25.0 million and €40.0 million. Transactions under the non-U.S. programs were accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit and the Company's maximum availability.

For the three and nine months ended September 30, 2026, cash proceeds from the factoring of accounts receivable qualifying as sales were $69.0 million and $197.3 million, respectively. For thethree and nine months ended September 30, 2025, cash proceeds from the factoring of accounts receivable qualifying as sales were $63.7 million and $183.1 million, respectively.

Financing charges incurred from the factoring of accounts receivable qualifying as sales for the three and nine months ended September 30, 2026 and 2025 were immaterial.

  1. Income Taxes

The Company’s income (loss) before income taxes includes income from both U.S. and foreign jurisdictions. The annual 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. In addition, tax expense is impacted by losses in jurisdictions where no tax benefit can be realized.

For the three months ended September 30, 2026 and 2025, the Company recorded a provision for income taxes of$7.8 million and$2.5 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded a provision for income taxes of$11.7 million and a benefit for income taxes of$0.2 million, respectively.

As of September 30, 2026 and December 31, 2025, the Company’s unrecognized tax benefits, excluding interest and penalties, were $10.9 million and$15.7 million, respectively.

  1. Net Income Per Common Share

The following is a reconciliation of the weighted average shares outstanding used to compute basic and diluted net income per common share:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Basic weighted average common shares outstanding36,085,62435,467,70735,916,40635,398,738
Effect of dilutive securities - equity compensation awards812,865797,173801,025552,570
Diluted weighted average common shares outstanding36,898,48936,264,88036,717,43135,951,308

Equity compensation awards for which total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net income, and accordingly, are excluded from diluted weighted average common shares outstanding. Anti-dilutive equity instruments of 249,287 and 451,657 were excluded from the diluted weighted average common shares outstanding for the three months ended September 30, 2026 and 2025, respectively. Anti-dilutive equity instruments of 406,264 and 922,786 were excluded from the diluted weighted average common shares outstanding for the nine months ended September 30, 2026 and 2025, respectively.

No cash dividends were declared or paid during thethree and nine months ended September 30, 2026 and 2025.

  1. Equity

Authorized capital consists of 75.0 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock. None of the preferred shares have been issued.

As of September 30, 2026, the Company has $29.3 million remaining under an authorization from the Board of Directors to purchase up to $35.0 million of the Company’s common stock at management’s discretion. No purchases were made during the three and nine months ended September 30, 2026.

A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for thethree months ended September 30, 2026 and 2025 are summarized as follows:

Cash Flow HedgesPension &PostretirementForeign CurrencyTranslationTotal
Balance as of June 30, 2025$3.1$(8.8)$(58.3)$(64.0)
Other comprehensive (loss) income before reclassifications(0.4)0.2(2.8)(3.0)
Amounts reclassified from accumulated other comprehensive loss(1.6)(0.1)—(1.7)
Net other comprehensive (loss) income(2.0)0.1(2.8)$(4.7)
Balance as of September 30, 2025$1.1$(8.7)$(61.1)$(68.7)
Balance as of June 30, 2026$(0.7)$(4.3)$(63.3)$(68.3)
Other comprehensive loss before reclassifications(0.4)(0.1)(0.4)(0.9)
Amounts reclassified from accumulated other comprehensive income (loss)0.8(0.1)—0.7
Net other comprehensive income (loss)0.4(0.2)(0.4)(0.2)
Balance as of September 30, 2026$(0.3)$(4.5)$(63.7)$(68.5)

A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for thenine months ended September 30, 2026 and 2025 are summarized as follows:

Cash Flow HedgesPension &PostretirementForeign CurrencyTranslationTotal
Balance as of December 31, 2024$(1.7)$(7.7)$(98.2)$(107.6)
Other comprehensive income (loss) before reclassifications5.1(0.9)37.141.3
Amounts reclassified from accumulated other comprehensive loss(2.3)(0.1)—(2.4)
Net other comprehensive income (loss)2.8(1.0)37.138.9
Balance as of September 30, 2025$1.1$(8.7)$(61.1)$(68.7)
Balance as of December 31, 2025$0.7$(4.1)$(61.9)$(65.3)
Other comprehensive loss before reclassifications(2.0)(0.2)(1.8)(4.0)
Amounts reclassified from accumulated other comprehensive income (loss)1.0(0.2)—0.8
Net other comprehensive loss(1.0)(0.4)(1.8)(3.2)
Balance as of September 30, 2026$(0.3)$(4.5)$(63.7)$(68.5)

A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for thethree and nine months ended September 30, 2026 and 2025 are summarized as follows:

Amount Reclassified out of Accumulated Other Comprehensive Loss
Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
2026202520262025RecognizedLocation
Gains (losses) on cash flow hedges
FX Forward Contracts$(0.6)$2.2$(0.8)$3.1Cost of sales
Total before income taxes(0.6)2.2(0.8)3.1
Provision for income taxes(0.2)(0.6)(0.2)(0.8)
Total, net of income taxes$(0.8)$1.6$(1.0)$2.3
Amortization of pension and postretirement items
Actuarial gains$0.1$0.1$0.2$0.1(a)Other income (expense) - net
Total before income taxes0.10.10.20.1
Provision for income taxes————
Total, net of income taxes$0.1$0.1$0.2$0.1
Total reclassifications for the period, net of income taxes$(0.7)$1.7$(0.8)$2.4

(a)

These accumulated other comprehensive loss components are components of net periodic pension cost (see Note 19, “Employee Benefit Plans,” for additional information).

  1. Stock-Based Compensation

Equity compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2026 is included in the Company’s 2025 Annual Report on Form 10-K.

The Company grants certain share-based payment awards that are classified as liabilities in accordance with ASC Topic 718, “Compensation—Stock Compensation.” These awards include cash-settled restricted stock units which vest in three annual increments over athree-year period and cash-settled performance share units which vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period.

Liability-classified awards are measured at fair value at each reporting date until settlement. The fair value of these awards is determined using the closing stock price at the end of the reporting period, and is remeasured at each balance sheet date. Changes in fair value are recognized as compensation expense in engineering, selling, and administrative expenses in the Condensed Consolidated Statements of Operations over the requisite service period.

During the year ended December 31, 2025, the Company modified certain 2023 and 2024 restricted stock units and performance share units to settle them in cash in lieu of stock. The performance conditions, if applicable, and vesting schedules remain unchanged for these awards.

As of September 30, 2026, the Company had a liability of $1.9 million recorded in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets related to awards that are expected to settle in cash.

Stock-based compensation expense, including cash-settled liability awards, was $1.5 million and $1.1 million for thethree months ended September 30, 2026 and 2025, respectively. Stock-based compensation expense, including cash-settled liability awards, was $6.9 million and $7.1 million for thenine months ended September 30, 2026 and 2025, respectively. The Company reports stock-based compensation expense within engineering, selling, and administrative expenses in the Condensed Consolidated Statements of Operations. The Company recognizes stock-based compensation expense over the award’s vesting period, subject to the retirement, death, or disability provisions of the 2013 Omnibus Incentive Plan or the 2025 Omnibus Incentive Plan, as applicable.

The Company granted 406,968 restricted stock units, inclusive of 89,088 director awards, during the nine months ended September 30, 2026. The Company granted 628,499 restricted stock units, inclusive of 130,207 director awards, during the nine months ended September 30, 2025. The restricted stock units granted to employees vest in three annual increments over a three-year period beginning on the grant date and director awards vest one year from the grant date.

The Company issued 284,072 performance shares to employees during the nine months ended September 30, 2026. The Company issued 437,969 performance shares to employees during the nine months ended September 30, 2025. Performance share units vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period. The performance goals and the applicable performance period vary for each grant year.

The performance goals for the performance share units granted in 2026 are weighted 60% on the 3-year average of the Company’s adjusted return on invested capital (“Adjusted ROIC”) percentage from 2026 to 2028 and 40% on cumulative non-new machine sales from January 1, 2026 through December 31, 2028. The Company defines non-new machine sales as parts sales, used crane sales, rental revenue, service revenue and other revenue.

  1. Segments

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the President and CEO, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.

The Company hasthree reportable segments: Americas, EURAF, and MEAP. The Americas reporting segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region.

The CODM evaluates the performance of the Company's reportable segments based on net sales and operating income. Segment net sales are recognized in the geographic region in which the product is sold. Each reportable segment has new and non-new machine sales. Operating income for each segment includes net sales to third parties, cost of sales directly attributable to the segment, selling and administrative costs directly attributable to the segment, and engineering costs directly attributable to the segment. Manufacturing variances generated by the manufacturing locations within each operating segment are maintained in each segment’s operating income. Operating income for each segment excludes other income and expense and certain expenses managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses such as stock-based compensation expenses, income taxes and other separately managed general and administrative costs. The Company does not include intercompany sales between segments for management reporting purposes. The CODM does not evaluate performance of the reportable segments based on total assets.

The following tables show information by reportable segment for thethree and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30, 2026 · Nine Months Ended September 30, 2026
Americas · EURAF · MEAP · Total · Americas · EURAF · MEAP · Total
Revenues from external customers$333.5$183.4$96.9$613.8$903.8$548.0$251.5$1,703.3
Less: (a)
Cost of sales260.1156.375.6492.0711.2456.9195.01,363.1
Engineering, selling, and administration costs34.336.87.678.7106.6108.120.7235.4
Other segment items (b)1.1——1.13.60.7—4.3
Segment operating income (loss)38.0(9.7)13.742.082.4(17.7)35.8100.5
Reconciliation of segment operating income (loss)
Interest expense(9.2)(27.3)
Amortization of deferred financing fees(0.4)(1.1)
Other expense - net(3.4)(6.7)
Unallocated amounts:
Other corporate expenses(10.2)(34.5)
Income before income taxes$18.8$30.9
Other Segment Disclosures
Depreciation and amortization (c)8.55.50.814.825.716.42.344.4
Capital expenditures4.33.61.08.918.410.82.031.2

(a)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b)

Other segment items for each reportable segment include:

Americas — amortization expense and restructuring expense.

EURAF — restructuring expense.

(c)

The amount of depreciation and amortization disclosed by reportable segment is included within cost of sales or engineering, selling, and administration costs, as applicable.

Three Months Ended September 30, 2025 · Nine Months Ended September 30, 2025
Americas · EURAF · MEAP · Total · Americas · EURAF · MEAP · Total
Revenues from external customers$306.4$163.2$83.8$553.4$888.9$461.3$213.6$1,563.8
Less: (a)
Cost of sales246.2140.064.6450.8717.4394.1160.91,272.4
Engineering, selling, and administration costs33.833.36.273.399.5101.918.5219.9
Other segment items (b)0.90.1—1.02.71.4-4.1
Segment operating income (loss)25.5(10.2)13.028.369.3(36.1)34.267.4
Reconciliation of segment operating income (loss)
Interest expense(9.8)(27.7)
Amortization of deferred financing fees(0.4)(1.1)
Other income (expense) - net(0.8)(4.8)
Unallocated amounts:
Other corporate expenses(9.8)(33.8)
Income (loss) before income taxes$7.5$-
Other Segment Disclosures
Depreciation and amortization (c)8.75.50.714.926.016.42.144.5
Capital expenditures2.54.70.57.711.810.22.024.0

(a)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b)

Other segment items for each reportable segment include:

Americas — amortization expense and restructuring expense.

EURAF — restructuring expense.

(c)

The amount of depreciation and amortization disclosed by reportable segment is included within cost of sales or engineering, selling, and administration costs, as applicable.

Net sales by geographic area for thethree and nine months ended September 30, 2026 and 2025 are summarized as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
United States$294.4$277.9$798.1$805.3
Europe179.3157.5522.8446.6
Other140.1118.0382.4311.9
Total net sales$613.8$553.4$1,703.3$1,563.8

New machine and non-new machine sales for thethree and nine months ended September 30, 2026 and 2025 are summarized as follows:

Three Months EndedSeptember 30,Nine months endedSeptember 30,
2026202520262025
New machine sales$439.7$376.0$1,191.3$1,064.2
Non-new machine sales174.1177.4512.0499.6
Total net sales$613.8$553.4$1,703.3$1,563.8
  1. Commitments and Contingencies

The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business which have not been fully resolved. The outcome of any litigation is inherently uncertain. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter.

As of September 30, 2026, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these lawsuits are insured with self-insurance retention levels. The Company’s self-insurance retention levels vary by business and have fluctuated over the last 10 years. As of September 30, 2026, the largest self-insured retention level for new occurrences currently maintained by the Company is $3.0 million per occurrence and applies to product liability claims arising in North America.

As of September 30, 2026, current and long-term product liability reserves were $1.5 million and $8.2 million, respectively. As of December 31, 2025, current and long-term product liability reserves were $2.0 million and $6.8 million, respectively. Current product liability reserves are included within other liabilities and long-term product liability reserves are included within other non-current liabilities in the Condensed Consolidated Balance Sheets. These amounts are not reduced for insurance recoveries for claims above the Company's self-insured retention level. As of September 30, 2026 and December 31, 2025, the Company hadzero estimated insurance recoveries included in other current assets in the Condensed Consolidated Balance Sheets.

Reserves for product-related lawsuits were estimated using a combination of actual case reserves and actuarial methods. Based on the Company’s experience in defending product liability claims, management believes the reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

On May 1, 2026, the Company voluntarily submitted a prior disclosure to U.S. Customs and Border Protection related to potential errors in the methodology used to calculate tariffs on the Company’s imports of steel and steel derivative products between April 29, 2021 and April 29, 2026. The disclosure was made proactively given uncertainty with respect to calculating certain tariffs and with the intent of mitigating potential penalties in the event errors are identified. The Company has paid approximately $18.0 million of Section 232 tariffs during the 5-year period covered by the prior disclosure. The Company believes it has a strong legal and factual basis for the method of calculation and the amount of tariffs paid; however, the ultimate outcome of this matter is uncertain.

  1. Guarantees

The Company periodically enters into transactions with customers that provide for buyback commitments. The Company evaluates each agreement at inception to determine if the customer has a significant economic incentive to exercise the buyback option. If it is determined that the customer has a significant economic incentive to exercise that right, the revenue is deferred and the agreement is accounted for as a lease in accordance with ASC Topic 842, “Leases” (“Topic 842”). If it is determined that the customer does not have a significant economic incentive to exercise that right, then revenue is recognized when control of the product is transferred to the customer. The revenue deferred related to buyback obligations accounted for under Topic 842 included in other current and non-current liabilities as of September 30, 2026 and December 31, 2025 was $19.3 million and $18.7 million, respectively. The total amount of buyback commitments given by the Company and outstanding as of September 30, 2026 and December 31, 2025 was $42.6 million and $39.8 million, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes. The buyback commitments expire at various times through 2032. The Company also has various loss guarantees with maximum liabilities of $21.4 million and $24.0 million as of September 30, 2026 and December 31, 2025, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes securing the related guarantees.

In the normal course of business, the Company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranties generally provide that products will be free from defects for periods ranging from 12 months to 60 months. In addition, the Company may incur other warranty-related costs outside of its standard warranty period. Costs for other warranty-related work are recorded in the period a loss is probable and can be reasonably estimated.

As of September 30, 2026 and December 31, 2025, the Company had reserves of $42.6 million and $45.0 million, respectively, for warranty and other warranty related work included in product warranties and other non-current liabilities in the Condensed Consolidated Balance Sheets. Certain of these warranty and other related claims involve matters in dispute that may ultimately be resolved by negotiation, arbitration, or litigation.

Below is a table summarizing the activity in warranty and other warranty related liabilites for thethree and nine months ended September 30, 2026 and 2025.

Three Months EndedSeptember 30,Nine Months Ended September 30,
2026202520262025
Balance at beginning of period$42.6$47.6$45.0$45.3
Adjustments for warranties issued in current period8.58.422.428.6
Adjustments to pre-existing warranties(1.4)—1.5—
Settlements made (in cash or in kind) during the period(7.0)(10.8)(25.8)(31.2)
Currency translation(0.1)(0.1)(0.5)2.4
Balance at end of period$42.6$45.1$42.6$45.1

The long-term portion of the warranty liability is recorded in other non-current liabilities in the Condensed Consolidated Balance Sheets.

The Company sells extended warranty contracts, which it accounts for as a service type warranty under ASC Topic 606, “Revenue from Contracts with Customers.” Revenue associated with extended warranty contracts is deferred and amortized on a straight-line basis over the duration of the extended warranty period. As of September 30, 2026 and December 31, 2025, there was $12.9 million and $9.6 million, respectively, of deferred revenue included in both other liabilities and other non-current liabilities in the Condensed Consolidated Balance Sheets.

  1. Employee Benefit Plans

The Company provides certain pension, health care, and death benefits to eligible retirees and their dependents. The funding mechanism for such benefits varies based on the country where the plan is located and the related plan. Eligibility for pension coverage is based on retirement qualifications. Healthcare benefits may be subject to deductibles, co-payments, and other limitations. The Company reserves the right to modify benefits unless prohibited by local laws or regulations.

The components of net periodic benefit cost (income) for thethree and nine months ended September 30, 2026 and 2025 are summarized as follows:

Three Months Ended September 30, 2026 · Three Months Ended September 30, 2025
PostretirementPostretirement
U.S.Non-U.S.Health andU.S.Non-U.S.Health and
PensionPensionOtherPensionPensionOther
PlansPlansPlansPlansPlansPlans
Service cost - benefits earned during the period$—$0.3$—$—$0.3$—
Interest cost of projected benefit obligations1.10.7—1.30.60.1
Expected return on plan assets(1.2)(0.4)—(1.0)(0.4)—
Amortization of actuarial net (gain) loss0.10.1(0.3)0.3—(0.4)
Net periodic benefit cost (income)$—$0.7$(0.3)$0.6$0.5$(0.3)
Nine Months Ended September 30, 2026 · Nine Months Ended September 30, 2025
PostretirementPostretirement
U.S.Non-U.S.Health andU.S.Non-U.S.Health and
PensionPensionOtherPensionPensionOther
PlansPlansPlansPlansPlansPlans
Service cost - benefits earned during the period$—$1.0$—$—$0.9$—
Interest cost of projected benefit obligations3.42.00.13.81.80.2
Expected return on plan assets(3.6)(1.3)—(3.2)(1.3)—
Amortization of actuarial net (gain) loss0.40.3(0.9)0.90.2(1.2)
Net periodic benefit cost (income)$0.2$2.0$(0.8)$1.5$1.6$(1.0)

The components of net periodic benefit cost (income) other than the service cost component are included in other expense - net in the Condensed Consolidated Statements of Operations.

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