Manitowoc Co Inc 10-Q for FY2026 Q1
Manitowoc Co Inc (MTW)
About this 10-Q
Manitowoc Co Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $494.6M
- up 5.0% from $470.9M a year earlier
- Net loss
- $6M
- compared with a net loss of $6.3M a year earlier
- Diluted EPS
- -$0.17
- compared with -$0.18 a year earlier
os
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of March 31, 2026, the registrant had
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2026 and 2025
(Unaudited)
(In millions, except per share and share amounts)
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Three Months Ended |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating costs and expenses: |
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Engineering, selling and administrative expenses |
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Amortization of intangible assets |
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Restructuring expense |
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Total operating costs and expenses |
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Operating income |
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Other expense: |
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Interest expense |
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Amortization of deferred financing fees |
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Other expense - net |
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Total other expense |
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Loss before income taxes |
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Benefit for income taxes |
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Net loss |
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$ |
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$ |
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Per Share Data and Share Amounts: |
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Basic net loss per common share |
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$ |
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$ |
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Diluted net loss per common share |
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$ |
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$ |
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Weighted average shares outstanding - basic and diluted |
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The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
2
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2026 and 2025
(Unaudited)
(In millions)
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Three Months Ended |
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2026 |
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2025 |
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Net loss |
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$ |
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$ |
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Other comprehensive income (loss), |
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Unrealized gain (loss) on derivatives, net of |
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Employee pension and postretirement benefit |
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Foreign currency translation adjustments, net of |
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Total other comprehensive income (loss), net of income tax |
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Comprehensive income (loss) |
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$ |
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$ |
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The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
3
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Balance Sheets
As of March 31, 2026 and December 31, 2025
(Unaudited)
(In millions, except par value and share amounts)
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March 31, |
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December 31, |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less allowances of $ |
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Inventories - net |
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Other current assets |
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Total current assets |
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Property, plant and equipment — net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets — net |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Customer advances |
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Short-term borrowings and current portion of long-term debt |
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Product warranties |
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Other liabilities |
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Total current liabilities |
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Non-Current Liabilities: |
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Long-term debt |
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Operating lease liabilities |
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Deferred income taxes |
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Pension obligations |
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Postretirement health and other benefit obligations |
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Long-term deferred revenue |
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Other non-current liabilities |
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Total non-current liabilities |
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(Note 17) |
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Stockholders' Equity: |
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Preferred stock ( |
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Common stock ( |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Treasury stock, at cost ( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
4
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2026 and 2025
(Unaudited)
(In millions)
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Three Months Ended |
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2026 |
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2025 |
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Cash Flows from Operating Activities: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to cash provided by operating activities: |
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Depreciation expense |
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Amortization of intangible assets |
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Stock-based compensation expense |
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Amortization of deferred financing fees |
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(Gain) loss on sale of property, plant and equipment |
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Changes in operating assets and liabilities |
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Accounts receivable |
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Inventories |
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Other assets |
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Accounts payable |
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Accrued expenses and other liabilities |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities: |
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Capital expenditures |
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Proceeds from sale of property, plant, and equipment |
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Purchase of assets |
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Net cash used for investing activities |
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Cash Flows from Financing Activities: |
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Payments on revolving credit facility |
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Proceeds from revolving credit facility |
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Proceeds from other debt |
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Payments on other debt |
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Other financing activities |
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Net cash (used for) provided by financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental Cash Flow Information |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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Operating right-of-use assets obtained |
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Finance right-of-use assets obtained |
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The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
5
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Equity
For the three months ended March 31, 2026 and 2025
(Unaudited)
(In millions)
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Three Months Ended |
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2026 |
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2025 |
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Common Stock - Par Value |
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Balance at beginning of period |
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$ |
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$ |
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Balance at end of period |
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$ |
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$ |
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Additional Paid-in Capital |
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Balance at beginning of period |
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$ |
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$ |
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Stock compensation plans |
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Balance at end of period |
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$ |
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$ |
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Accumulated Other Comprehensive Loss |
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Balance at beginning of period |
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$ |
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$ |
( |
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Other comprehensive income (loss) |
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( |
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Balance at end of period |
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$ |
( |
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$ |
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Retained Earnings |
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Balance at beginning of period |
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$ |
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$ |
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Net loss |
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( |
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Balance at end of period |
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$ |
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$ |
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Treasury Stock |
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Balance at beginning of period |
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$ |
( |
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$ |
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Stock compensation plans |
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Balance at end of period |
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$ |
( |
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$ |
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Total stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.
6
THE MANITOWOC COMPANY, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
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 SEC and is not incorporated herein by reference.
The Company has
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 months ended March 31, 2026 and 2025, the cash flows for the same three month periods, and the financial positions as of March 31, 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 Securities and Exchange Commission 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.
2. 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 224-40): 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 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.
3. Net Sales
The Company defers revenue when cash payments are received in advance of satisfying the performance obligation. These amounts are recorded as customer advances in the Condensed Consolidated Balance Sheets.
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Three Months Ended |
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2026 |
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2025 |
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Balance at beginning of period |
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$ |
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$ |
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Cash received in advance of satisfying |
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Revenue recognized |
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Currency translation |
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Balance at end of period |
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$ |
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$ |
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7
The Company recognizes a contract asset for certain remanufacturing, repair, and field service work when service is completed 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 $
4. 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 March 31, 2026 and December 31, 2025.
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Fair Value as of March 31, 2026 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Recognized Location |
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Assets: |
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Deferred Compensation Plan - Program B |
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$ |
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$ |
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$ |
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$ |
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Other non-current assets |
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Current Liabilities: |
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FX Forward Contracts |
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$ |
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$ |
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$ |
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$ |
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Accounts payable and |
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Fair Value as of December 31, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Recognized Location |
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Assets: |
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FX Forward Contracts |
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$ |
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$ |
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$ |
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$ |
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Other current assets |
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Deferred Compensation Plan - Program B |
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Other non-current assets |
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$ |
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$ |
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$ |
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$ |
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Current Liabilities: |
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FX Forward Contracts |
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$ |
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$ |
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$ |
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$ |
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Accounts payable and |
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The fair value of the $
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 March 31, 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 within 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 within Level 1.
8
5. 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 income (expense) – net in the period in which the transaction is no longer considered probable of occurring. During the three months ended March 31, 2026, $
The Company had FX Forward Contracts with aggregate notional amounts of $
The net gains (losses) recorded in the Condensed Consolidated Statements of Operations for FX Forward Contracts for the three months ended March 31, 2026 and 2025 are summarized as follows:
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Three Months Ended |
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Recognized Location |
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2026 |
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2025 |
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Designated |
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Cost of sales |
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$ |
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$ |
( |
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Non-Designated |
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Other expense - net |
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$ |
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$ |
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6. Inventories
The components of inventories as of March 31, 2026 and December 31, 2025 are summarized as follows:
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March 31, |
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|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
7. Property, Plant, and Equipment
The components of property, plant, and equipment as of March 31, 2026 and December 31, 2025 are summarized as follows:
9
|
|
March 31, |
|
|
December 31, |
|
||
Land |
|
$ |
|
|
$ |
|
||
Building and improvements |
|
|
|
|
|
|
||
Machinery, equipment, and tooling |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Computer hardware and software |
|
|
|
|
|
|
||
Rental cranes |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total cost |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property, plant, and equipment — net |
|
$ |
|
|
$ |
|
||
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 March 31, 2026 and December 31, 2025 were $
Assets Held for Sale
During the three months ended March 31, 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.
The assets have been reclassified from property, plant, and equipment to assets held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2026. Depreciation on these assets ceased upon reclassification. The assets were recorded at the lower of their carrying amount or estimated fair value less costs to sell. Assets held for sale consisted of $
The Company expects to complete the sale of the assets within 12 months of the classification date. These assets are reported within the Americas segment. No assurance can be given that the Company will be able to sell the assets at their estimated fair value or within the expected timeframe.
8. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the three months ended March 31, 2026 are summarized as follows:
|
|
Americas |
|
|
MEAP |
|
|
Consolidated |
|
|||
Balance as of December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency impact |
|
|
|
|
|
|
|
|
|
|||
Balance as of March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The gross carrying amount, accumulated impairment and net book value of the Company's goodwill balances by reportable segment as of March 31, 2026 and December 31, 2025, are summarized as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross Carrying Amount |
|
|
Accumulated Impairment Amount |
|
|
Net Book Value |
|
|
Gross Carrying Amount |
|
|
Accumulated Impairment Amount |
|
|
Net Book Value |
|
||||||
Americas |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
EURAF |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
MEAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
10
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 months ended March 31, 2026.
The gross carrying amount, accumulated amortization, and net book value of the Company’s other intangible assets other than goodwill as of March 31, 2026 and December 31, 2025, are summarized as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Definite lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Patents |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Noncompetition agreements |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trademarks and tradenames |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks and tradenames |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Distribution network |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total other intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
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 months ended March 31, 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 months ended March 31, 2026.
Other intangible assets with definite lives are amortized over their estimated useful lives.
9. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of March 31, 2026 and December 31, 2025 are summarized as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Trade accounts payable |
|
$ |
|
|
$ |
|
||
Employee-related expenses |
|
|
|
|
|
|
||
Accrued vacation |
|
|
|
|
|
|
||
Miscellaneous accrued expenses |
|
|
|
|
|
|
||
Total accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
11
10. Debt
Outstanding debt as of March 31, 2026 and December 31, 2025 is summarized as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Borrowings under senior secured asset based revolving |
|
$ |
|
|
$ |
|
||
Senior secured second lien notes due 2031 |
|
|
|
|
|
|
||
Other debt |
|
|
|
|
|
|
||
Deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Total debt |
|
|
|
|
|
|
||
Short-term borrowings and current portion of long-term |
|
|
( |
) |
|
|
( |
) |
Long-term debt |
|
$ |
|
|
$ |
|
||
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 $
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 $
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.
|
Average quarterly availability |
Alternative base rate spread |
SOFR spread |
Category 1 |
≥ 66% of Aggregate Commitment |
||
Category 2 |
< 66% but ≥ 33% of Aggregate Commitment |
||
Category 3 |
< 33% of Aggregate Commitment |
As of March 31, 2026 and December 31, 2025, the Company had borrowings on the ABL Revolving Credit Facility of $
12
As of March 31, 2026, the Company had other indebtedness outstanding of $
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 $
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 March 31, 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
11. Accounts Receivable Factoring
The Company has two non-U.S. accounts receivable financing programs with a maximum availability of €
For the three months ended March 31, 2026 and 2025, cash proceeds from the factoring of accounts receivable qualifying as sales were $
Financing charges incurred from the factoring of accounts receivable qualifying as sales for the three months ended March 31, 2026 and 2025 were immaterial.
13
12. Income Taxes
The Company’s 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 March 31, 2026 and 2025, the Company recorded a benefit for income taxes of $
As of March 31, 2026 and December 31, 2025, the Company’s unrecognized tax benefits, excluding interest and penalties, were $
13. Net Loss Per Common Share
The following is a reconciliation of the weighted average shares outstanding used to compute basic and diluted net loss per common share:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Basic weighted average common |
|
|
|
|
|
|
||
Effect of dilutive securities - equity |
|
|
|
|
|
|
||
Diluted weighted average common |
|
|
|
|
|
|
||
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. Due to the net loss incurred during the three months ended March 31, 2026 and 2025, the assumed exercise of all equity instruments was anti-dilutive and, therefore, not included in the net diluted loss per share calculations for those periods.
14. Equity
Authorized capital consists of
As of March 31, 2026, the Company has $
14
A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for the three months ended March 31, 2026 and 2025 are summarized as follows:
|
|
Cash Flow Hedges |
|
|
Pension & |
|
|
Foreign Currency |
|
|
Total |
|
||||
Balance as of December 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) before |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Amounts reclassified from accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Balance as of March 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amounts reclassified from accumulated other |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net other comprehensive loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance as of March 31, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for the three months ended March 31, 2026 and 2025 are summarized as follows:
|
|
|
|
|
|
|
|||||
|
|
Three Months Ended |
|
|
|
|
|||||
|
|
2026 |
|
|
2025 |
|
|
|
Recognized |
||
Losses on cash flow hedges |
|
|
|
|
|
|
|
|
|
||
FX Forward Contracts |
|
$ |
|
|
$ |
( |
) |
|
|
Cost of sales |
|
Total before income taxes |
|
|
|
|
|
( |
) |
|
|
|
|
Benefit from income taxes |
|
|
|
|
|
|
|
|
|
||
Total, net of income taxes |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Amortization of pension and |
|
|
|
|
|
|
|
|
|
||
Actuarial gains |
|
$ |
|
|
$ |
|
(a) |
|
Other expense - net |
||
Total before income taxes |
|
|
|
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
||
Total, net of income taxes |
|
$ |
|
|
$ |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Total reclassifications for the period, |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
15. 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."
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.
15
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 March 31, 2026, the Company had a liability of $
Stock-based compensation expense, including cash-settled liability awards, was $
The Company granted
16. Segments
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the , 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 has
16
The following table shows information by reportable segment for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, 2026 |
|
|
Three Months Ended March 31, 2025 |
|
||||||||||||||||||||||||||
|
|
Americas |
|
|
EURAF |
|
|
MEAP |
|
|
Total |
|
|
Americas |
|
|
EURAF |
|
|
MEAP |
|
|
Total |
|
||||||||
Revenues from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Less: (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Engineering, selling, and administration costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other segment items (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of segment operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Amortization of deferred financing fees |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Other expense - net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Loss before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Segment Disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Americas — amortization expense and restructuring expense.
EURAF — restructuring expense.
Net sales by geographic area for the three months ended March 31, 2026 and 2025 are summarized as follows:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
United States |
|
$ |
|
|
$ |
|
||
Europe |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
|
||
New machine and non-new machine sales for the three months ended March 31, 2026 and 2025 are summarized as follows:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
New machine sales |
|
$ |
|
|
$ |
|
||
Non-new machine sales |
|
|
|
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
|
||
17. 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 March 31, 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
17
As of March 31, 2026, current and long-term product liability reserves were $
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.
18. 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 March 31, 2026 and December 31, 2025 was $
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
As of March 31, 2026 and December 31, 2025, the Company had reserves of $
Below is a table summarizing the warranty and other warranty related work for the three months ended March 31, 2026 and 2025.
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Adjustments for warranties issued in current period |
|
|
|
|
|
|
||
Adjustments to pre-existing warranties |
|
|
|
|
|
|
||
Settlements made (in cash or in kind) during |
|
|
( |
) |
|
|
( |
) |
Currency translation |
|
|
( |
) |
|
|
|
|
Balance at end of period |
|
$ |
|
|
$ |
|
||
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 both March 31, 2026 and December 31, 2025,
18
there was $
19. 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 the three months ended March 31, 2026 and 2025 are summarized as follows:
|
|
Three Months Ended March 31, 2026 |
|
|||||||||
|
|
|
|
|
|
|
|
Postretirement |
|
|||
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
|||
|
|
Pension |
|
|
Pension |
|
|
Other |
|
|||
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|||
Service cost - benefits earned during |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest cost of projected benefit obligations |
|
|
|
|
|
|
|
|
|
|||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Amortization of actuarial net (gain) loss |
|
|
|
|
|
|
|
|
( |
) |
||
Net periodic benefit cost (income) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
Three Months Ended March 31, 2025 |
|
|||||||||
|
|
|
|
|
|
|
|
Postretirement |
|
|||
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
|||
|
|
Pension |
|
|
Pension |
|
|
Other |
|
|||
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|||
Service cost - benefits earned during |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest cost of projected benefit obligations |
|
|
|
|
|
|
|
|
|
|||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Amortization of actuarial net (gain) loss |
|
|
|
|
|
|
|
|
( |
) |
||
Net periodic benefit cost (income) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
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.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations therein, and the interim condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q.
All dollar amounts are in millions throughout the tables included in Management’s Discussion and Analysis of Financial Condition and Results of Operations unless otherwise indicated.
Cautionary Statements Regarding Forward-Looking Information
All of the statements in this Quarterly Report on Form 10-Q, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management's Discussion and Analysis of Financial Condition and Results of Operations.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “may,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believe,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to:
20
These statements reflect the current views and assumptions of management with respect to future events. Except to the extent required by the federal securities laws, the Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
21
Orders and Backlog
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.
Orders for the three months ended March 31, 2026 increased 5.8% to $645.7 million from $610.3 million for the same period in 2025. The increase in orders was primarily attributable to higher demand in the Company’s MEAP and EURAF segments. This was partially offset by lower demand in the Company’s Americas segment due to large stocking orders in the three months ended March 31, 2025 that did not reoccur. Orders were favorably impacted by $25.7 million from changes in foreign currency exchange rates.
As of March 31, 2026, total backlog was $939.9 million, an increase of 18.4% from the December 31, 2025 backlog of $793.5 million, and an increase of 17.8% from the March 31, 2025 backlog of $797.8 million. Backlog was unfavorably impacted by $16.0 million from December 31 2025 and was favorably impacted by $20.7 million from March 31, 2025, from changes in foreign currency exchange rates.
Results of Operations For the Three Months Ended March 31, 2026 and 2025:
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Percentage Change |
|
|||
Net sales |
|
$ |
494.6 |
|
|
$ |
470.9 |
|
|
|
5.0 |
% |
Gross profit |
|
|
95.3 |
|
|
|
89.8 |
|
|
|
6.1 |
% |
Gross profit % |
|
|
19.3 |
% |
|
|
19.1 |
% |
|
|
|
|
Engineering, selling and |
|
|
90.6 |
|
|
|
82.9 |
|
|
|
9.3 |
% |
Interest expense |
|
|
8.9 |
|
|
|
8.7 |
|
|
|
2.3 |
% |
Other expense - net |
|
|
(3.1 |
) |
|
|
(5.0 |
) |
|
* |
|
|
Benefit for income taxes |
|
|
(3.3 |
) |
|
|
(2.5 |
) |
|
* |
|
|
* Measure not meaningful.
Net Sales
Consolidated net sales for the three months ended March 31, 2026 increased 5.0% to $494.6 million from $470.9 million in the same period in 2025. This increase was primarily attributable to $14.4 million of higher new machine sales in the Company's tower product line in the EURAF segment and $5.1 million of higher non-new machine sales. This was partially offset by $7.2 million of lower new machine sales in the MEAP segment. Net sales were favorably impacted by $18.9 million from changes in foreign currency exchange rates.
Gross Profit
Gross profit for the three months ended March 31, 2026 increased 6.1% to $95.3 million as compared to $89.8 million for the same period in 2025. The increase was primarily due to higher revenue partially offset by unfavorable product mix and incremental tariff costs. Gross profit was favorably impacted by $3.4 million from changes in foreign currency exchange rates.
Gross profit percentage for the three months ended March 31, 2026 increased to 19.3% as compared to 19.1% for the same period in 2025.
Engineering, Selling, and Administrative Expenses
Engineering, selling, and administrative expenses for the three months ended March 31, 2026 increased 9.3% to $90.6 million from $82.9 million for the same period in 2025. The increase was primarily due to marketing expenses related to the Conexpo triennial trade show and higher employee costs. Engineering, selling, and administrative expenses were unfavorably impacted by $3.8 million from changes in foreign currency exchange rates.
Interest Expense
Interest expense for the three months ended March 31, 2026 was $8.9 million as compared to $8.7 million for the same period in 2025. Interest expense increased year-over-year primarily due to higher average outstanding balances on the Company's ABL Revolving Credit Facility. See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.
22
Other Expense - Net
Other expense - net was $3.1 million during the three months ended March 31, 2026 and $5.0 million for the same period in 2025. Other expense - net during the three months ended March 31, 2026 was primarily composed of $3.3 million of net currency transaction losses and $0.1 million of pension related costs, partially offset by $0.4 million of interest income. Other expense - net during the three months ended March 31, 2025 was primarily composed of $4.9 million of net currency transaction losses and $0.5 million of pension related costs, partially offset by $0.3 million of interest income.
Benefit for Income Taxes
For the three months ended March 31, 2026 and 2025, the Company recorded a benefit for income taxes of $3.3 million and $2.5 million, respectively. 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.
Segment Operating Performance
The Company manages its business primarily on a geographic basis. The Company has three reportable segments: the Americas segment, EURAF segment, and MEAP segment. Further information regarding the Company’s reportable segments can be found in Note 16, “Segments,” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Dollar Change |
|
|
Percentage Change |
|
||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Americas |
|
$ |
268.4 |
|
|
$ |
259.3 |
|
|
$ |
9.1 |
|
|
|
3.5 |
% |
EURAF |
|
|
167.4 |
|
|
|
145.6 |
|
|
|
21.8 |
|
|
|
15.0 |
% |
MEAP |
|
|
58.8 |
|
|
|
66.0 |
|
|
|
(7.2 |
) |
|
|
(10.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Operating Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Americas |
|
$ |
12.2 |
|
|
$ |
17.7 |
|
|
$ |
(5.5 |
) |
|
|
(31.1 |
)% |
EURAF |
|
|
(5.3 |
) |
|
|
(11.3 |
) |
|
|
6.0 |
|
|
* |
|
|
MEAP |
|
|
8.1 |
|
|
|
11.4 |
|
|
|
(3.3 |
) |
|
|
(28.9 |
)% |
*Measure not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|||||
Americas
Americas segment net sales increased 3.5% for the three months ended March 31, 2026 to $268.4 million from $259.3 million for the same period in 2025. The increase was primarily attributable to higher non-new machine sales and price realization, partially offset by lower new crane sales.
Americas segment operating income decreased $5.5 million for the three months ended March 31, 2026 to $12.2 million from $17.7 million for the same period in 2025. The decrease was primarily attributable to unfavorable product mix and incremental tariff costs.
EURAF
EURAF segment net sales increased 15.0% for the three months ended March 31, 2026 to $167.4 million from $145.6 million for the same period in 2025. The increase was primarily attributable to $21.2 million of higher new crane sales, primarily in the Company’s tower crane business. Segment net sales were favorably impacted by $14.6 million from changes in foreign currency exchange rates.
EURAF segment operating loss decreased $6.0 million for the three months ended March 31, 2026 to $5.3 million from $11.3 million for the same period in 2025. The decrease in operating loss was primarily attributable to the higher net sales and favorable product mix, specifically in the towers product line. Segment operating loss was unfavorably impacted by $0.9 million from changes in foreign currency exchange rates.
23
MEAP
MEAP segment net sales decreased 10.9% for the three months ended March 31, 2026 to $58.8 million from $66.0 million for the same period in 2025. The decrease was primarily attributable to $7.2 million of lower new machine sales due to lower shipments into the Middle East as a result of the Iran war. MEAP segment net sales were favorably impacted by $3.8 million from changes in foreign currency exchange rates.
MEAP segment operating income decreased $3.3 million for the three months ended March 31, 2026 to $8.1 million from $11.4 million for the same period in 2025. The decrease was primarily due to the lower net sales. MEAP segment operating income was favorably impacted by $0.7 million from changes in foreign currency exchange rates.
Financial Condition
Cash Flows
A summary of cash flows for the three months ended March 31, 2026 and 2025 are as follows:
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Dollar Change |
|
|||
Net cash provided by operating activities |
|
$ |
27.4 |
|
|
$ |
12.9 |
|
|
$ |
14.5 |
|
Net cash used for investing activities |
|
|
(7.9 |
) |
|
|
(23.6 |
) |
|
|
15.7 |
|
Net cash (used for) provided by financing activities |
|
|
(17.5 |
) |
|
|
3.2 |
|
|
|
(20.7 |
) |
Cash and cash equivalents |
|
|
78.4 |
|
|
|
41.4 |
|
|
|
37.0 |
|
Cash Flows From Operating Activities
Cash flows provided by operating activities of $27.4 million for the three months ended March 31, 2026 increased $14.5 million from $12.9 million for the same period in 2025. The increase in net cash provided by operating activities was primarily driven by $15.0 million of higher cash provided by the net change in operating assets and liabilities.
Cash Flows From Investing Activities
Net cash used for investing activities of $7.9 million for the three months ended March 31, 2026 decreased $15.7 million from $23.6 million for the same period in 2025. The decrease in net cash used for investing activities was primarily due to $12.9 million of cash outflows in the prior year related to the purchase of certain assets and territory from Ring Power Corporation and $2.6 million of lower capital expenditures.
Cash Flows From Financing Activities
Net cash used for financing activities of $17.5 million for the three months ended March 31, 2026 decreased $20.7 million from $3.2 million of cash provided by financing activities for the same period in 2025. The increase in net cash used for financing activities was primarily due to $17.9 million of borrowings in the prior year as compared to $9.0 million of payments in the current year under the ABL Revolving Credit Facility.
Liquidity and Capital Resources
The Company’s liquidity position as of March 31, 2026 and December 31, 2025 is summarized as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
|
$ |
78.4 |
|
|
$ |
77.3 |
|
Revolver borrowing capacity |
|
|
325.0 |
|
|
|
325.0 |
|
Other debt availability |
|
|
54.4 |
|
|
|
47.7 |
|
Less: Borrowings on revolver |
|
|
(134.4 |
) |
|
|
(144.6 |
) |
Less: Borrowings on other debt |
|
|
(4.4 |
) |
|
|
(4.3 |
) |
Less: Outstanding letters of credit |
|
|
(3.4 |
) |
|
|
(3.4 |
) |
Total liquidity |
|
$ |
315.6 |
|
|
$ |
297.7 |
|
The Company believes its liquidity and expected cash flows from operations are sufficient to meet expected working capital, capital expenditure, and other general ongoing operational needs in the subsequent twelve months.
24
Cash Sources
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.
The maximum availability under the Company’s current ABL Revolving Credit Facility is $325.0 million, of which $100.0 million is available to our German subsidiary. 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 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 has a maturity date of September 18, 2029, and 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 this facility.
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 seven facilities, of which five facilities are denominated in Euros totaling €37.0 million and two facilities denominated in Chinese Yuan totaling ¥80.0 million. On April 2, 2026, the Company cancelled its ¥30.0 million Chinese Yuan denominated facility, reducing total liquidity by $4.4 million. Total U.S. dollar availability as of March 31, 2026 for the seven facilities was $54.4 million, with $4.4 million outstanding.
Debt
Outstanding debt as of March 31, 2026 and December 31, 2025 is summarized as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Borrowings under senior secured asset based revolving credit facility |
|
$ |
134.4 |
|
|
$ |
144.6 |
|
Senior secured second lien notes due 2031 |
|
|
300.0 |
|
|
|
300.0 |
|
Other debt |
|
|
17.2 |
|
|
|
20.6 |
|
Deferred financing costs |
|
|
(4.2 |
) |
|
|
(4.4 |
) |
Total debt |
|
|
447.4 |
|
|
|
460.8 |
|
Short-term borrowings and current portion |
|
|
(10.8 |
) |
|
|
(13.7 |
) |
Long-term debt |
|
$ |
436.6 |
|
|
$ |
447.1 |
|
Both the ABL Revolving Credit Facility and 2031 Notes include customary covenants and events of default. Refer to Note 10, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of covenants under the ABL Revolving Credit Facility and 2031 Notes. As of March 31, 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 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.
Non-GAAP Measures
The Company uses EBITDA, adjusted EBITDA, adjusted operating income, adjusted net loss, adjusted diluted net loss per share ("adjusted DEPS"), adjusted return on invested capital ("ROIC") and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein.
Adjusted ROIC
Adjusted ROIC measures how efficiently the Company uses invested capital in its operations. Adjusted ROIC is not a measure defined by GAAP and the Company’s methodology for determining Adjusted ROIC may vary from the methodology used by other companies. Management and the Board of Directors use Adjusted ROIC as a measure to assess operational performance
25
and capital allocation. The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested.
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 tax assets - net are defined as net income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.
The Company’s Adjusted ROIC as of March 31, 2026 was 5.1%. Below is the calculation of Adjusted ROIC as of March 31, 2026 and 2025.
|
|
Trailing Twelve Months Ended March 31, 2026 |
|
|
Trailing Twelve Months Ended March 31, 2025 |
|
||
Operating income |
|
$ |
51.6 |
|
|
$ |
41.9 |
|
Amortization of intangible assets |
|
|
3.1 |
|
|
|
3.0 |
|
Restructuring expense |
|
|
4.9 |
|
|
|
4.8 |
|
Other non-recurring items - net (1) |
|
|
0.8 |
|
|
|
9.0 |
|
Adjusted operating income |
|
|
60.4 |
|
|
|
58.7 |
|
Provision for income taxes |
|
|
(9.1 |
) |
|
|
(8.8 |
) |
Adjusted NOPAT |
|
$ |
51.3 |
|
|
$ |
49.9 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
5-Quarter Average 2026 |
|
|
5-Quarter Average 2025 |
|
||
Total assets |
|
$ |
1,841.9 |
|
|
$ |
1,745.8 |
|
Total liabilities |
|
|
(1,162.5 |
) |
|
|
(1,128.3 |
) |
Net total assets |
|
|
679.3 |
|
|
|
617.5 |
|
Cash and cash equivalents |
|
|
(53.9 |
) |
|
|
(36.4 |
) |
Short-term borrowings and current portion of long-term debt |
|
|
14.7 |
|
|
|
27.0 |
|
Long-term debt |
|
|
441.0 |
|
|
|
392.8 |
|
Income tax assets - net |
|
|
(67.1 |
) |
|
|
(30.8 |
) |
Invested capital |
|
$ |
1,013.9 |
|
|
$ |
970.2 |
|
|
|
|
|
|
|
|
||
Adjusted ROIC |
|
|
5.1 |
% |
|
|
5.1 |
% |
Adjusted Net Loss and Adjusted DEPS
The Company defines adjusted net loss as net loss plus the addback or subtraction of restructuring and other non-recurring items. Adjusted DEPS is defined as adjusted net loss divided by diluted weighted average shares outstanding. Diluted weighted average common shares outstanding are adjusted for the effect of dilutive stock awards when there is net income on an adjusted basis, as applicable. The reconciliation of net loss and diluted net loss per share to adjusted net loss and Adjusted DEPS for the
26
three months ended March 31, 2026 and 2025 are summarized as follows. All dollar amounts are in millions, except per share data and share amounts.
|
|
Three Months Ended |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
As reported |
|
|
Adjustments |
|
|
Adjusted |
|
|
As reported |
|
|
Adjustments |
|
|
Adjusted |
|
||||||
Gross profit |
|
$ |
95.3 |
|
|
$ |
— |
|
|
$ |
95.3 |
|
|
$ |
89.8 |
|
|
$ |
— |
|
|
$ |
89.8 |
|
Engineering, selling and administrative |
|
|
(90.6 |
) |
|
|
0.8 |
|
|
|
(89.8 |
) |
|
|
(82.9 |
) |
|
|
— |
|
|
|
(82.9 |
) |
Amortization of intangible assets |
|
|
(0.8 |
) |
|
|
— |
|
|
|
(0.8 |
) |
|
|
(0.8 |
) |
|
|
— |
|
|
|
(0.8 |
) |
Restructuring expense (2) |
|
|
(0.8 |
) |
|
|
0.8 |
|
|
|
— |
|
|
|
(0.8 |
) |
|
|
0.8 |
|
|
|
— |
|
Operating income |
|
|
3.1 |
|
|
|
1.6 |
|
|
|
4.7 |
|
|
|
5.3 |
|
|
|
0.8 |
|
|
|
6.1 |
|
Interest expense |
|
|
(8.9 |
) |
|
|
— |
|
|
|
(8.9 |
) |
|
|
(8.7 |
) |
|
|
— |
|
|
|
(8.7 |
) |
Amortization of deferred financing fees |
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
|
|
(0.4 |
) |
|
|
— |
|
|
|
(0.4 |
) |
Other expense - net |
|
|
(3.1 |
) |
|
|
— |
|
|
|
(3.1 |
) |
|
|
(5.0 |
) |
|
|
— |
|
|
|
(5.0 |
) |
Loss before income taxes |
|
|
(9.3 |
) |
|
|
1.6 |
|
|
|
(7.7 |
) |
|
|
(8.8 |
) |
|
|
0.8 |
|
|
|
(8.0 |
) |
Benefit for income taxes (3) |
|
|
3.3 |
|
|
|
(0.2 |
) |
|
|
3.1 |
|
|
|
2.5 |
|
|
|
(0.2 |
) |
|
|
2.3 |
|
Net loss |
|
$ |
(6.0 |
) |
|
$ |
1.4 |
|
|
$ |
(4.6 |
) |
|
$ |
(6.3 |
) |
|
$ |
0.6 |
|
|
$ |
(5.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding |
|
|
35,665,590 |
|
|
|
|
|
|
35,665,590 |
|
|
|
35,273,783 |
|
|
|
|
|
|
35,273,783 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted net loss per share |
|
$ |
(0.17 |
) |
|
|
|
|
$ |
(0.13 |
) |
|
$ |
(0.18 |
) |
|
|
|
|
$ |
(0.16 |
) |
||
EBITDA and Adjusted EBITDA
The Company defines EBITDA as net income (loss) before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other expense - net, and certain other non-recurring items.
The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three months ended March 31, 2026 and 2025 and trailing twelve months is summarized as follows.
|
|
|
|
|
|
|
|
|
|||
|
Three Months Ended |
|
|
Trailing Twelve |
|
||||||
|
2026 |
|
|
2025 |
|
|
Months |
|
|||
Net income (loss) |
$ |
(6.0 |
) |
|
$ |
(6.3 |
) |
|
$ |
7.5 |
|
Interest expense and amortization of deferred |
|
9.3 |
|
|
|
9.1 |
|
|
|
39.4 |
|
Provision (benefit) for income taxes |
|
(3.3 |
) |
|
|
(2.5 |
) |
|
|
4.4 |
|
Depreciation expense |
|
14.1 |
|
|
|
14.8 |
|
|
|
59.2 |
|
Amortization of intangible assets |
|
0.8 |
|
|
|
0.8 |
|
|
|
3.1 |
|
EBITDA |
|
14.9 |
|
|
|
15.9 |
|
|
|
113.6 |
|
Restructuring expense |
|
0.8 |
|
|
|
0.8 |
|
|
|
4.9 |
|
Other non-recurring items - net (1) |
|
0.8 |
|
|
|
— |
|
|
|
0.8 |
|
Other expense - net (2) |
|
3.1 |
|
|
|
5.0 |
|
|
|
0.3 |
|
Adjusted EBITDA |
$ |
19.6 |
|
|
$ |
21.7 |
|
|
$ |
119.6 |
|
|
|
|
|
|
|
|
|
|
|||
Adjusted EBITDA margin percentage |
|
4.0 |
% |
|
|
4.6 |
% |
|
|
5.5 |
% |
27
Free Cash Flows
Free cash flows is defined as net cash provided by operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash provided by operating activities to free cash flows for the three months ended March 31, 2026 and 2025 is summarized as follows.
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
|
$ |
27.4 |
|
|
$ |
12.9 |
|
Capital expenditures |
|
|
(8.2 |
) |
|
|
(10.8 |
) |
Free cash flows |
|
$ |
19.2 |
|
|
$ |
2.1 |
|
Critical Accounting Policies
The Company's critical accounting policies have not materially changed since the 2025 Annual Report on Form 10-K was filed. Refer to the Critical Accounting Policies in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2025 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
The Company’s market risk disclosures have not materially changed since the 2025 Annual Report on Form 10-K was filed. The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting: The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, the Company made no changes that have materially affected, or that are reasonably likely to materially affect, its internal control over financial reporting.
28
PART II. OTHER INFORMATION
Item 1A. Risk Factors
Other than the update below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 18, 2026.
Our business is subject to risks related to tariffs and trade policies, and changes in the interpretation, administration, or enforcement of such measures could materially adversely affect us.
Our supply chain in the United States includes imported components and raw materials, including steel and steel derivative products. Changes in U.S. trade policy, including the imposition, modification, or enforcement of tariffs and related trade measures, have increased uncertainty and may continue to result in higher input costs, supply chain disruptions, pricing pressure, reduced demand, and increased volatility in our results of operations.
Significant uncertainty also exists regarding the scope, duration, and administration of existing and potential changes to tariffs, including the outcome of legal and regulatory challenges to certain tariff authorities, the timing, availability, amount and administration of any tariff exclusions or refunds, the potential modification or reinstatement of certain tariffs, the results and potential impacts of any country-specific tariffs, any potential claim by customers for reimbursement of tariffs, and the risk of retaliatory measures by foreign governments. Any resulting incremental tariffs, refunds, credits, pricing concessions, disputes, or related administrative or legal costs could negatively affect our margins and have a material adverse effect on our business, financial condition, cash flows, and results of operations.
We continue to evaluate mitigation strategies, including pricing actions, sourcing adjustments, duty recovery programs, and supply chain optimization; however, there can be no assurance that such measures will be successful or sufficient to offset the impacts of tariffs or related trade actions.
On April 30, 2026, the Company voluntarily submitted a prior disclosure to U.S. Customs and Border Protection (“CBP”) 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. The Company believes it has a strong legal and factual basis for the method of calculation and the amount of tariffs paid. The Company intends to vigorously defend any allegations of noncompliance; however, the ultimate outcome of this matter is uncertain.
In addition, in April 2026, the Company submitted a tariff recovery claim through CBP’s Commercial Accounting Program and Enforcement (“CAPE”) process seeking a refund of tariffs paid pursuant to the International Emergency Economic Powers Act (“IEEPA”). The Company estimates it paid approximately $25.0 million in IEEPA-related tariffs. The amount, timing, and realization of any refund or credit remain uncertain and subject to CBP review.
Based on management’s current assessment, no asset or liability related to these two CBP-related matters was recorded in the Company’s consolidated balance sheet as of March 31, 2026. The final resolution of these matters could result in material incremental tariffs, refunds, credits, legal or administrative costs, or customer claims and could materially adversely affect our business, financial condition, results of operations, or cash flows.
Item 5. Other Information
(c) During the three months ended March 31, 2026, no director or Section 16 officer of the Company adopted a "
Item 6. Exhibits
29
Exhibit No. |
|
Description |
|
Filed/Furnished Herewith |
|
|
|
|
|
|
|
10.1** |
|
Separation Agreement, dated March 27, 2026, between The Manitowoc Company, Inc. and James S. Cook |
|
X |
(1) |
|
|
|
|
|
|
10.2** |
|
|
|
(1) |
|
|
|
|
|
|
|
31 |
|
|
X |
(1) |
|
|
|
|
|
|
|
32.1 |
|
|
X |
(2) |
|
|
|
|
|
|
|
32.2 |
|
|
X |
(2) |
|
|
|
|
|
|
|
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE |
|
Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Labels Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
X
X
X
X
X
X |
(1)
(1)
(1)
(1)
(1)
(1) |
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
X |
(1) |
|
|
|
|
|
|
(1) Filed Herewith
(2) Furnished Herewith
** Management contract and executive compensation plans and arrangements.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 6, 2026 |
The Manitowoc Company, Inc. |
|
(Registrant) |
|
|
|
|
|
/s/ Aaron H. Ravenscroft |
|
Aaron H. Ravenscroft |
|
President and Chief Executive Officer |
|
(Principal Executive Officer and Director) |
|
|
|
/s/ Brian P. Regan |
|
Brian P. Regan |
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
|
/s/ Ryan M. Palmer |
|
Ryan M. Palmer |
|
Vice President, Corporate Controller and Principal Accounting Officer |
|
(Principal Accounting Officer) |
31
SEPARATION AGREEMENT
This Separation Agreement (“Agreement”) is between The Manitowoc Company, Inc. (which in this Agreement is referred to as the “Company” or “Manitowoc”) and James S. Cook (who is referred to as “Employee” or “Cook”).
1
2
3
4
Nothing in this paragraph 10.c. prohibits (x) an employee of the Company who is not a party to this Agreement from becoming employed by another organization or person; (y) Cook from soliciting, hiring or assisting in the solicitation or hiring by a Direct Competitor of any former employee of the Company, provided that Cook did not cause or induce such former employee to leave employment with the Company; or (z) the placement of general advertisements for employees or the consideration or hiring of individuals who respond to such general advertisements, so long as such general advertisements are not specifically directed to Restricted Employees.
5
(i) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(ii) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement (or any prior agreement on confidentiality to which Cook may be subject) shall limit, curtail or diminish the Company’s statutory rights under the DTSA, any applicable state law regarding trade secrets or common law.
Further, the Company understands and agrees that if it violates any of the commitments it has made in this Agreement, the Company will be responsible for paying the actual attorney fees and costs incurred by Cook in successfully enforcing this Agreement or in successfully defending a claim under this Agreement.
6
7
8
Employee: |
|
Company: Counsel & Secretary |
|
9
EXHIBIT A
FURTHER RELEASE OF CLAIMS
This Further Release of Claims (“Further Release”) is made by James S. Cook (“Cook”) as of the date of his signature below, in favor of the Manitowoc Company, Inc. (the “Company”), pursuant to the Separation and Release Agreement between Cook and Company provided to Cook for review on March 25 2026 (the “Separation Agreement”). Capitalized terms used in this Further Release shall have the same meaning as described in the Separation Agreement.
10
Cook signs this Further Release as of the date indicated below with the intent to release all claims which may have arisen from the date on which he first executed the Separation Agreement through the date on which he executes this Further Release and be bound by the terms described herein.
___________________________
James S. Cook Date
11
Exhibit 31
Certification of Principal Executive Officer
I, Aaron H. Ravenscroft, certify that:
Date: May 6, 2026
/s/ Aaron H. Ravenscroft |
Aaron H. Ravenscroft |
President and Chief Executive Officer |
Certification of Principal Financial Officer
I, Brian P. Regan, certify that:
Date: May 6, 2026
/s/ Brian P. Regan |
Brian P. Regan |
Executive Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Manitowoc Company, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Aaron H. Ravenscroft, President and Chief Executive Officer of the Company, certify, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
/s/ Aaron H. Ravenscroft |
Aaron H. Ravenscroft |
President and Chief Executive Officer |
May 6, 2026 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Manitowoc Company, Inc. and will be retained by The Manitowoc Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of The Manitowoc Company, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian P. Regan, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
/s/ Brian P. Regan |
Brian P. Regan |
Executive Vice President and Chief Financial Officer |
May 6, 2026 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Manitowoc Company, Inc. and will be retained by The Manitowoc Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.