Surging orders lift Manitowoc (NYSE: MTW) Q2 2026 profit and backlog
Rhea-AI Filing Summary
The Manitowoc Company reported stronger Q2 2026 results, with net sales of $594.9 million up from $539.5 million and gross margin improving to 20.7%. Operating income rose to $31.1 million and net income to $14.2 million, or $0.39 per diluted share.
For the first half of 2026, net sales reached $1,089.5 million and net income was $8.2 million, compared with a loss a year earlier, while operating cash flow improved to $35.4 million. Orders grew 56.1% in Q2 to $708.7 million, lifting backlog to $1,050.1 million. Results included an $11.8 million net benefit from U.S. tariff refunds recorded mainly as lower cost of sales. Cash rose to $95.8 million and total debt was $469.5 million, including $300.0 million in 2031 notes and $158.5 million drawn on the asset-based revolving credit facility; the company stated it was in compliance with all covenants.
Positive
- Orders for Q2 2026 increased 56.1% to $708.7 million, driving backlog to $1,050.1 million, which is 32.3% above the December 31, 2025 level.
- First-half 2026 net income improved to $8.2 million from a $4.8 million loss a year earlier, and operating cash flow swung to $35.4 million from $(54.8) million.
Negative
- None.
Filing Explained
The filing adds a pending asset sale, $41.3 million of customer buyback commitments, and $4.3 million of tariff benefits deferred in inventory.
Manitowoc filed an unaudited quarterly report for the period ended
The company classified the Bauxite, Arkansas facility and related assets as held for sale, with
The company received
The filing also reports
The company expects to complete the remaining asset sale within 12 months of classification but gives no assurance on the sale price or timing. The disclosed buyback commitments and the remaining inventory balance are the specific items that can change as customers exercise rights or inventory is sold.
Key Figures
Key Terms
FX Forward Contracts financial
asset based revolving credit facility financial
International Emergency Economic Powers Act ("IEEPA") tariffs regulatory
Accumulated other comprehensive income (loss) ("AOCI") financial
Deferred Compensation Plan - Program B financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Manitowoc (MTW) perform financially in Q2 2026?
What were Manitowoc (MTW) orders and backlog as of June 30, 2026?
How did Manitowoc (MTW) cash flow change in the first half of 2026?
What impact did tariff refunds have on Manitowoc (MTW) in Q2 2026?
What is Manitowoc (MTW)'s debt position at June 30, 2026?
How are Manitowoc (MTW)'s segments performing in 2026 year-to-date?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
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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.
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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 June 30, 2026, the registrant had
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(In millions, except per share and share amounts)
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Restructuring expense |
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Other expense: |
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Interest expense |
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Per Share Data and Share Amounts: |
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Weighted average shares outstanding - basic |
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Weighted average shares outstanding - 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
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
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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 |
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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 June 30, 2026 and December 31, 2025
(Unaudited)
(In millions, except par value and share amounts)
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December 31, |
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Assets |
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Current Assets: |
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Total current assets |
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Total assets |
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Current Liabilities: |
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Other liabilities |
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Total current liabilities |
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Non-Current 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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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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Total liabilities and stockholders' equity |
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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 six months ended June 30, 2026 and 2025
(Unaudited)
(In millions)
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Cash Flows from Operating Activities: |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to cash used for operating activities: |
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Amortization of intangible assets |
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Amortization of deferred financing fees |
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Gain on sale of property, plant and equipment |
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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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Cash Flows from Financing Activities: |
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Payments on revolving credit facility |
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Other 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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Supplemental Cash Flow Information |
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Interest paid |
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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 and six months ended June 30, 2026 and 2025
(Unaudited)
(In millions)
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Common Stock - Par Value |
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Balance at beginning of period |
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Stock compensation plans |
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Accumulated Other Comprehensive Loss |
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Balance at beginning of period |
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Other comprehensive income (loss) |
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Balance at end of period |
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Retained Earnings |
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Balance at beginning of period |
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Net income (loss) |
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Treasury Stock |
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Balance at beginning of period |
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Balance at end of period |
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Total stockholders' equity |
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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 and six months ended June 30, 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 Securities and Exchange Commission (“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 and six months ended June 30, 2026 and 2025, the cash flows for the same six month periods, and the financial positions as of June 30, 2026 and December 31, 2025, and except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. The balance sheet as of December 31, 2025 was derived from the audited annual financial statements. The interim results are not necessarily indicative of results for a full year and do not contain all of the information included in the Company’s annual consolidated financial statements and notes for the year ended December 31, 2025. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.
All amounts, except per share data and per share amounts, are in millions throughout the tables in these notes unless otherwise indicated.
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 220-40): Disaggregation of Income Statement Expense.” The amendments in this ASU require public companies to disclose more information about their expenses in their financial statements. The ASU is effective for annual periods beginning after December 15, 2026 and for interim periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
3. Net Sales
The Company defers revenue when cash payments are received from customers in advance of satisfying the related performance obligation. These amounts are recorded as customer advances in the Condensed Consolidated Balance Sheets.
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2025 |
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Balance at beginning of period |
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Cash received in advance of satisfying |
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Revenue recognized |
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( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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 June 30, 2026 and December 31, 2025.
|
|
Fair Value as of June 30, 2026 |
|
|
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Recognized Location |
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred Compensation Plan - Program B |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Other non-current assets |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FX Forward Contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Accounts payable and |
||||
|
|
Fair Value as of December 31, 2025 |
|
|
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Recognized Location |
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FX Forward Contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Other current assets |
||||
Deferred Compensation Plan - Program B |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets |
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FX Forward Contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Accounts payable and |
||||
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 June 30, 2026, due to the short-term nature of these instruments.
FX Forward Contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified as Level 2. See Note 5, “Derivative Financial Instruments,” for additional information.
The Deferred Compensation Plan utilizes a rabbi trust to hold assets intended to satisfy the Company’s corresponding future benefit obligations. The plan assets and corresponding obligations for Program B under the Deferred Compensation Plan are classified as Level 1.
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.
8
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 six months ended June 30, 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 and six months ended June 30, 2026 and 2025 are summarized as follows:
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
Recognized Location |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Designated |
|
Cost of sales |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Non-Designated |
|
Other income (expense) - net |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
6. Inventories
The components of inventories as of June 30, 2026 and December 31, 2025 are summarized as follows:
|
|
June 30, |
|
|
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 June 30, 2026 and December 31, 2025 are summarized as follows:
|
|
June 30, |
|
|
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 |
|
$ |
|
|
$ |
|
||
9
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 June 30, 2026 and December 31, 2025 were $
Assets Held for Sale
During the six months ended June 30, 2026, the Company committed to a plan to sell its Bauxite, Arkansas facility and certain related assets. The Company determined the assets met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment,” as the assets are available for immediate sale in their present condition and management has committed to and initiated an active program to locate a buyer.
During the three months ended June 30, 2026, the Company sold $
The Company expects to complete the sale of the remaining 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 six months ended June 30, 2026 are summarized as follows:
|
|
Americas |
|
|
MEAP |
|
|
Consolidated |
|
|||
Balance as of December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency impact |
|
|
|
|
|
|
|
|
|
|||
Balance as of June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The gross carrying amount, accumulated impairment and net book value of the Company's goodwill balances by reportable segment as of June 30, 2026 and December 31, 2025, are summarized as follows:
|
|
June 30, 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 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
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
10
circumstances and test more frequently if those changes indicate that assets might be impaired. The Company determined there was no triggering event during the three and six months ended June 30, 2026.
The gross carrying amount, accumulated amortization, and net book value of the Company’s other intangible assets other than goodwill as of June 30, 2026 and December 31, 2025, are summarized as follows:
|
|
June 30, 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 and six months ended June 30, 2026.
Definite lived intangible assets and long-lived assets are subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company determined there was no triggering event during the three and six months ended June 30, 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 June 30, 2026 and December 31, 2025 are summarized as follows:
|
|
June 30, 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 June 30, 2026 and December 31, 2025 is summarized as follows:
|
|
June 30, 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 June 30, 2026 and December 31, 2025, the Company had borrowings on the ABL Revolving Credit Facility of $
12
As of June 30, 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 June 30, 2026, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and the 2031 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent
11. Accounts Receivable Factoring
The Company has two non-U.S. accounts receivable financing programs with a maximum availability of €
For the three and six months ended June 30, 2026, 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 and six months ended June 30, 2026 and 2025 were immaterial.
12. Income Taxes
The Company’s income (loss) before income taxes includes income from both U.S. and foreign jurisdictions. The annual effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates. In addition, tax expense is impacted by losses in jurisdictions where no tax benefit can be realized.
13
For the three months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $
As of June 30, 2026 and December 31, 2025, the Company’s unrecognized tax benefits, excluding interest and penalties, were $
13. Net Income (Loss) Per Common Share
The following is a reconciliation of the weighted average shares outstanding used to compute basic and diluted net income (loss) per common share:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
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. Anti-dilutive equity instruments of
14. Equity
Authorized capital consists of
As of June 30, 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 June 30, 2026 and 2025 are summarized as follows:
|
|
Cash Flow Hedges |
|
|
Pension & |
|
|
Foreign Currency |
|
|
Total |
|
||||
Balance as of March 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Amounts reclassified from accumulated other |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Net other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|||
Balance as of June 30, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of March 31, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive loss before |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amounts reclassified from accumulated other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
A reconciliation of the changes in accumulated other comprehensive loss, net of income tax, by component for the six months ended June 30, 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 June 30, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive loss before |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amounts reclassified from accumulated other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Net other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
15
A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for the three and six months ended June 30, 2026 and 2025 are summarized as follows:
|
|
Amount Reclassified out of Accumulated Other |
|
|
|
|
|||||||||||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
Recognized |
||||
Gains (losses) on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FX Forward Contracts |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
Cost of sales |
||
Total before income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total, net of income taxes |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of pension and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Actuarial gains |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(a) |
|
Other income (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. 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 June 30, 2026, the Company had a liability of $
Stock-based compensation expense, including cash-settled liability awards, was $
The Company granted
16
a three-year period beginning on the grant date and director awards vest one year from the grant date.
The Company issued
The performance goals for the performance share units granted in 2026 are weighted
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
The following tables show information by reportable segment for the three and six months ended June 30, 2026 and 2025:
|
|
Three Months Ended June 30, 2026 |
|
|
Six Months Ended June 30, 2026 |
|
||||||||||||||||||||||||||
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Segment Disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Americas — amortization expense and restructuring expense.
EURAF — restructuring expense.
17
|
|
Three Months Ended June 30, 2025 |
|
|
Six Months Ended June 30, 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 income (expense) - net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Income (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 and six months ended June 30, 2026 and 2025 are summarized as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
New machine and non-new machine sales for the three and six months ended June 30, 2026 and 2025 are summarized as follows:
|
|
Three Months Ended |
|
|
Six months ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
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 June 30, 2026, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these lawsuits are insured with self-insurance retention levels. The Company’s self-insurance retention levels vary by business and have fluctuated over the last
18
As of June 30, 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.
On May 1, 2026, the Company voluntarily submitted a prior disclosure to U.S. Customs and Border Protection related to potential errors in the methodology used to calculate tariffs on the Company’s imports of steel and steel derivative products between April 29, 2021 and April 29, 2026. The disclosure was made proactively given uncertainty with respect to calculating certain tariffs and with the intent of mitigating potential penalties in the event errors are identified. The Company has paid approximately $
18. 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 June 30, 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 June 30, 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 and six months ended June 30, 2026 and 2025.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
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 June 30, 2026 and December 31, 2025, 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 and six months ended June 30, 2026 and 2025 are summarized as follows:
|
|
Three Months Ended June 30, 2026 |
|
|
Three Months Ended June 30, 2025 |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Postretirement |
|
|
|
|
|
|
|
|
Postretirement |
|
||||||
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
||||||
|
|
Pension |
|
|
Pension |
|
|
Other |
|
|
Pension |
|
|
Pension |
|
|
Other |
|
||||||
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|
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) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
|
|
Six Months Ended June 30, 2026 |
|
|
Six Months Ended June 30, 2025 |
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Postretirement |
|
|
|
|
|
|
|
|
Postretirement |
|
||||||
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
|
U.S. |
|
|
Non-U.S. |
|
|
Health and |
|
||||||
|
|
Pension |
|
|
Pension |
|
|
Other |
|
|
Pension |
|
|
Pension |
|
|
Other |
|
||||||
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|
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 income (expense) - net in the Condensed Consolidated Statements of Operations.
20
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:
21
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.
22
Current Events
During the second quarter of 2026, the Company received $26.2 million of refunds from U.S. Customs and Border Protection related to previously paid International Emergency Economic Powers Act (“IEEPA”) tariffs. As a result of the refunds received, the Company recognized a net benefit of $11.8 million during the quarter as a reduction of cost of sales within the Condensed Consolidated Statement of Operations. The amount recognized includes the gross benefit from the IEEPA tariff refund, net of refunds expected to be provided to customers, adjustments to previously recognized tariff costs, and interest income recorded to other income (expense) – net. Additionally, there is $4.3 million of IEEPA refund amounts capitalized into inventory that is expected to be recognized in earnings as the associated inventory is sold. The Company continues to monitor ongoing legal and regulatory developments related to tariffs.
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 June 30, 2026 increased 56.1% to $708.7 million from $453.9 million for the same period in 2025. The increase in orders was primarily attributable to higher demand in all of the Company’s three segments. Orders were favorably impacted by $6.5 million from changes in foreign currency exchange rates.
Orders for the six months ended June 30, 2026 increased 27.3% to $1,354.4 million from $1,064.2 million for the same period in 2025. The increase in orders was primarily attributable to higher demand in all of the Company’s three segments. Orders were favorably impacted by $32.2 million from changes in foreign currency exchange rates.
As of June 30, 2026, total backlog was $1,050.1 million, an increase of 32.3% from the December 31, 2025 backlog of $793.5 million, and an increase of 44.0% from the June 30, 2025 backlog of $729.3 million. Backlog was unfavorably impacted by $44.6 million from changes in foreign currency exchange rates since December 31, 2025 and was unfavorably impacted by $9.8 million from changes in foreign currency exchange rates since June 30, 2025.
Results of Operations For the Three and Six Months Ended June 30, 2026 and 2025:
|
|
Three Months Ended |
|
|
|
|
|
Six Months Ended |
|
|
|
|
||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Percentage Change |
|
|
2026 |
|
|
2025 |
|
|
Percentage Change |
|
||||||
Net sales |
|
|
594.9 |
|
|
|
539.5 |
|
|
|
10.3 |
% |
|
|
1,089.5 |
|
|
|
1,010.4 |
|
|
|
7.8 |
% |
Gross profit |
|
|
123.1 |
|
|
|
99.0 |
|
|
|
24.3 |
% |
|
|
218.4 |
|
|
|
188.8 |
|
|
|
15.7 |
% |
Gross profit % |
|
|
20.7 |
% |
|
|
18.4 |
% |
|
|
|
|
|
20.0 |
% |
|
|
18.7 |
% |
|
|
|
||
Engineering, selling and |
|
|
90.4 |
|
|
87.4 |
|
|
|
3.4 |
% |
|
|
181.0 |
|
|
|
170.3 |
|
|
|
6.3 |
% |
|
Interest expense |
|
|
9.2 |
|
|
|
9.2 |
|
|
|
— |
|
|
|
18.1 |
|
|
|
17.9 |
|
|
|
1.1 |
% |
Other income (expense) - net |
|
|
(0.2 |
) |
|
|
1.0 |
|
|
* |
|
|
|
(3.3 |
) |
|
|
(4.0 |
) |
|
* |
|
||
Provision (benefit) for income taxes |
|
|
7.2 |
|
|
|
(0.2 |
) |
|
* |
|
|
|
3.9 |
|
|
|
(2.7 |
) |
|
* |
|
||
* Measure not meaningful.
Net Sales
Consolidated net sales for the three months ended June 30, 2026 increased 10.3% to $594.9 million from $539.5 million in the same period in 2025. This increase was primarily attributable to $69.0 million of higher new machine sales in the Company's EURAF and MEAP segments and $10.6 million of higher non-new machine sales across all three segments. This was partially offset by $24.1 million of lower new machine sales in the Company’s Americas segment. Net sales were favorably impacted by $6.5 million from changes in foreign currency exchange rates.
Consolidated net sales for the six months ended June 30, 2026 increased 7.8% to $1,089.5 million from $1,010.4 million in the same period in 2025. This increase was primarily attributable to $83.0 million of higher new machine sales in the Company's EURAF and MEAP segments and $15.7 million of higher non-new machine sales across all three segments. This was partially offset by $19.6 million of lower new machine sales in the Company’s Americas segment. Net sales were favorably impacted by $25.5 million from changes in foreign currency exchange rates.
23
Gross Profit
Gross profit for the three months ended June 30, 2026 increased 24.3% to $123.1 million as compared to $99.0 million for the same period in 2025. The increase was primarily due to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA and higher non-new machine sales and higher new machine revenue across the Company's EURAF and MEAP segments. This was partially offset by $2.5 million of higher year over year other tariff related costs. Gross profit was favorably impacted by $1.2 million from changes in foreign currency exchange rates.
Gross profit for the six months ended June 30, 2026 increased 15.7% to $218.4 million as compared to $188.8 million for the same period in 2025. The increase was primarily due to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA and higher revenue in the Company's EURAF and MEAP segments. This was partially offset by $4.6 million of higher year over year other tariff related costs. Gross profit was favorably impacted by $4.6 million from changes in foreign currency exchange rates.
Gross profit percentage for the three months ended June 30, 2026 increased to 20.7% as compared to 18.4% for the same period in 2025. The improvement in gross profit percentage was primarily due to the net tariff benefit discussed above.
Gross profit percentage for the six months ended June 30, 2026 increased to 20.0% as compared to 18.7% for the same period in 2025. The improvement in gross profit percentage was primarily due to the net tariff benefit discussed above.
Engineering, Selling, and Administrative Expenses
Engineering, selling, and administrative expenses for the three months ended June 30, 2026 increased 3.4% to $90.4 million from $87.4 million for the same period in 2025. The increase was primarily due to higher employee costs. Engineering, selling, and administrative expenses were unfavorably impacted by $1.1 million from changes in foreign currency exchange rates.
Engineering, selling, and administrative expenses for the six months ended June 30, 2026 increased 6.3% to $181.0 million from $170.3 million for the same period in 2025. The increase was primarily due to higher employee costs. Engineering, selling, and administrative expenses were unfavorably impacted by $4.9 million from changes in foreign currency exchange rates.
Interest Expense
Interest expense for the three months ended June 30, 2026 and 2025 was $9.2 million. See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.
Interest expense for the six months ended June 30, 2026 was $18.1 million as compared to $17.9 million for the same period in 2025. See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.
Other Income (Expense) - Net
Other income (expense) - net was $(0.2) million of expense during the three months ended June 30, 2026 and income of $1.0 million for the same period in 2025. Other income (expense) - net during the three months ended June 30, 2026 was primarily composed of $3.3 million of net currency transaction losses, partially offset by $2.4 million of interest income, which includes $0.9 million of interest received from IEEPA tariff refunds, and $0.5 million of gains on disposal of certain assets. Other income during the three months ended June 30, 2025 was primarily composed of $2.0 million of currency gain. This was partially offset by $0.5 million of pension related costs and $0.6 million of interest related to settlement of the matter with the U.S. Environmental Protection Agency ("EPA").
Other income (expense) - net was $(3.3) million of expense during the six months ended June 30, 2026 and $(4.0) million of expense for the same period in 2025. Other income (expense) - net during the six months ended June 30, 2026 was primarily composed of $6.7 million of net currency transaction losses, partially offset by $2.8 million of interest income, which includes $0.9 million of interest received from IEEPA tariff refunds, and $0.6 million of gains on disposal. Other income (expense) - net during the six months ended June 30, 2025 was primarily composed of $2.9 million of currency loss and $1.0 million of pension related costs and $0.6 million of interest related to settlement of the matter with the EPA.
Provision (Benefit) for Income Taxes
For the three months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $7.2 million and benefit for income taxes of $(0.2) million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $3.9 million and a benefit for income taxes of $(2.7) million, respectively. Changes to jurisdictional mix and year-to-date income before income taxes resulted in a provision for income taxes in the three and six months ended June 30, 2026 as compared to the prior year's benefit for income taxes. In addition, the Company's effective tax
24
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 |
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
|
||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Dollar Change |
|
|
Percentage Change |
|
|
2026 |
|
|
2025 |
|
|
Dollar Change |
|
|
Percentage Change |
|
||||||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Americas |
|
$ |
301.9 |
|
|
$ |
323.2 |
|
|
$ |
(21.3 |
) |
|
|
(6.6 |
)% |
|
$ |
570.3 |
|
|
$ |
582.5 |
|
|
$ |
(12.2 |
) |
|
|
(2.1 |
)% |
EURAF |
|
|
197.2 |
|
|
|
152.5 |
|
|
|
44.7 |
|
|
|
29.3 |
% |
|
|
364.6 |
|
|
|
298.1 |
|
|
|
66.5 |
|
|
|
22.3 |
% |
MEAP |
|
|
95.8 |
|
|
|
63.8 |
|
|
|
32.0 |
|
|
|
50.2 |
% |
|
|
154.6 |
|
|
|
129.8 |
|
|
|
24.8 |
|
|
|
19.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Operating Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas |
|
$ |
32.2 |
|
|
$ |
26.1 |
|
|
$ |
6.1 |
|
|
|
23.4 |
% |
|
$ |
44.4 |
|
|
$ |
43.8 |
|
|
$ |
0.6 |
|
|
|
1.4 |
% |
EURAF |
|
|
(2.7 |
) |
|
|
(14.6 |
) |
|
|
11.9 |
|
|
* |
|
|
|
(8.0 |
) |
|
|
(25.9 |
) |
|
|
17.9 |
|
|
* |
|
||
MEAP |
|
|
14.0 |
|
|
|
9.8 |
|
|
|
4.2 |
|
|
|
42.9 |
% |
|
|
22.1 |
|
|
|
21.2 |
|
|
|
0.9 |
|
|
|
4.2 |
% |
*Measure not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Americas
Americas segment net sales decreased 6.6% for the three months ended June 30, 2026 to $301.9 million from $323.2 million for the same period in 2025. The decrease was attributable to $24.1 million of lower new machine sales, partially offset by higher non-new machine sales.
Americas segment net sales decreased 2.1% for the six months ended June 30, 2026 to $570.3 million from $582.5 million for the same period in 2025. The decrease was attributable to $19.6 million of lower new machine sales, partially offset by higher non-new machine sales.
Americas segment operating income increased $6.1 million for the three months ended June 30, 2026 to $32.2 million from $26.1 million for the same period in 2025. The increase was primarily attributable to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA, partially offset lower sales and by $2.5 million of higher year over year other tariff related costs.
Americas segment operating income increased $0.6 million for the six months ended June 30, 2026 to $44.4 million from $43.8 million for the same period in 2025. The increase was primarily attributable to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA, partially offset by lower sales and $4.6 million of higher year over year other tariff related costs.
EURAF
EURAF segment net sales increased 29.3% for the three months ended June 30, 2026 to $197.2 million from $152.5 million for the same period in 2025. The increase was primarily attributable to $41.2 million of higher new crane sales. Segment net sales were favorably impacted by $3.3 million from changes in foreign currency exchange rates.
EURAF segment net sales increased 22.3% for the six months ended June 30, 2026 to $364.6 million from $298.1 million for the same period in 2025. The increase was primarily attributable to $62.5 million of higher new crane sales. Segment net sales were favorably impacted by $17.9 million from changes in foreign currency exchange rates.
EURAF segment operating loss decreased $11.9 million for the three months ended June 30, 2026 to $2.7 million from $14.6 million for the same period in 2025. The decrease in operating loss was primarily attributable to favorable product mix, higher net sales, and better operational performance. Segment operating loss was unfavorably impacted by $0.3 million from changes in foreign currency exchange rates.
EURAF segment operating loss decreased $17.9 million for the six months ended June 30, 2026 to $8.0 million from $25.9 million for the same period in 2025. The decrease in operating loss was primarily attributable to higher net sales and better operational performance. Segment operating loss was unfavorably impacted by $1.2 million from changes in foreign currency exchange rates.
25
MEAP
MEAP segment net sales increased 50.2% for the three months ended June 30, 2026 to $95.8 million from $63.8 million for the same period in 2025. The increase was primarily attributable to $27.7 million of higher new machine sales. MEAP segment net sales were favorably impacted by $2.9 million from changes in foreign currency exchange rates.
MEAP segment net sales increased 19.1% for the six months ended June 30, 2026 to $154.6 million from $129.8 million for the same period in 2025. The increase was primarily attributable to $20.6 million of higher new machine sales. MEAP segment net sales were favorably impacted by $6.7 million from changes in foreign currency exchange rates.
MEAP segment operating income increased $4.2 million for the three months ended June 30, 2026 to $14.0 million from $9.8 million for the same period in 2025. The increase was primarily due to higher net sales, partially offset by unfavorable product mix. MEAP segment operating income was favorably impacted by $0.4 million from changes in foreign currency exchange rates.
MEAP segment operating income increased $0.9 million for the six months ended June 30, 2026 to $22.1 million from $21.2 million for the same period in 2025. The increase was primarily due higher sales, partially offset by favorable product mix. MEAP segment operating income was favorably impacted by $1.1 million from changes in foreign currency exchange rates.
Financial Condition
Cash Flows
A summary of cash flows for the six months ended June 30, 2026 and 2025 are as follows:
|
|
Six Months Ended |
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Dollar Change |
|
|||
Net cash provided by (used for) operating activities |
|
$ |
35.4 |
|
|
$ |
(54.8 |
) |
|
$ |
90.2 |
|
Net cash used for investing activities |
|
|
(20.3 |
) |
|
|
(29.5 |
) |
|
|
9.2 |
|
Net cash provided by financing activities |
|
|
4.1 |
|
|
|
67.0 |
|
|
|
(62.9 |
) |
Cash and cash equivalents |
|
|
95.8 |
|
|
|
32.9 |
|
|
|
62.9 |
|
Cash Flows From Operating Activities
Cash flows provided by operating activities of $35.4 million for the six months ended June 30, 2026 increased $90.2 million from $54.8 million of cash used by financing activities for the same period in 2025. The increase in net cash provided by operating activities was primarily driven by a $42.6 million payment to settle a legal matter with the U.S. EPA made in 2025, $33.2 million of higher cash provided by the net change in operating assets and liabilities, and $26.2 million of cash receipts from the refund of tariffs paid under IEEPA.
Cash Flows From Investing Activities
Net cash used for investing activities of $20.3 million for the six months ended June 30, 2026 decreased $9.2 million from $29.5 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, partially offset by an increase in capital expenditures of $3.7 million, net of proceeds from property, plant, and equipment in the current year.
Cash Flows From Financing Activities
Net cash provided by financing activities of $4.1 million for the six months ended June 30, 2026 decreased $62.9 million from $67.0 million of cash provided by financing activities for the same period in 2025. The decrease in net cash provided by financing activities was primarily due to a reduction of $56.0 million of borrowings under the ABL Revolving Credit Facility.
26
Liquidity and Capital Resources
The Company’s liquidity position as of June 30, 2026, December 31, 2025 and June 30, 2025 is summarized as follows:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
|
June 30, 2025 |
|
|||
Cash and cash equivalents |
|
$ |
95.8 |
|
|
$ |
77.3 |
|
|
$ |
32.9 |
|
Revolver borrowing capacity |
|
|
325.0 |
|
|
|
325.0 |
|
|
|
325.0 |
|
Other debt availability |
|
|
49.6 |
|
|
|
47.7 |
|
|
|
47.8 |
|
Less: Borrowings on revolver |
|
|
(158.5 |
) |
|
|
(144.6 |
) |
|
|
(156.9 |
) |
Less: Borrowings on other debt |
|
|
(4.4 |
) |
|
|
(4.3 |
) |
|
|
(7.8 |
) |
Less: Outstanding letters of credit |
|
|
(3.4 |
) |
|
|
(3.4 |
) |
|
|
(3.4 |
) |
Total liquidity |
|
$ |
304.1 |
|
|
$ |
297.7 |
|
|
$ |
237.6 |
|
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.
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 six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥50.0 million. Total U.S. dollar availability as of June 30, 2026 for the six facilities was $49.6 million, with $4.4 million outstanding.
Debt
Outstanding debt as of June 30, 2026 and December 31, 2025 is summarized as follows:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Borrowings under senior secured asset based revolving credit facility |
|
$ |
158.5 |
|
|
$ |
144.6 |
|
Senior secured second lien notes due 2031 |
|
|
300.0 |
|
|
|
300.0 |
|
Other debt |
|
|
15.0 |
|
|
|
20.6 |
|
Deferred financing costs |
|
|
(4.0 |
) |
|
|
(4.4 |
) |
Total debt |
|
|
469.5 |
|
|
|
460.8 |
|
Short-term borrowings and current portion |
|
|
(8.9 |
) |
|
|
(13.7 |
) |
Long-term debt |
|
$ |
460.6 |
|
|
$ |
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 June 30, 2026, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and 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.
27
Non-GAAP Measures
The Company uses EBITDA, adjusted EBITDA, adjusted operating income (loss), adjusted net income (loss), adjusted diluted net income (loss) per share (“adjusted DEPS”), adjusted return on invested capital (“adjusted 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 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 June 30, 2026 was 6.9%. Below is the calculation of Adjusted ROIC as of June 30, 2026 and 2025.
|
|
Trailing Twelve Months Ended June 30, 2026 |
|
|
Trailing Twelve Months Ended June 30, 2025 |
|
||
Operating income |
|
$ |
72.9 |
|
|
$ |
38.8 |
|
Amortization of intangible assets |
|
|
3.1 |
|
|
|
3.0 |
|
Restructuring expense |
|
|
4.7 |
|
|
|
3.5 |
|
Other non-recurring items - net (1) |
|
|
2.8 |
|
|
|
3.6 |
|
Adjusted operating income |
|
|
83.5 |
|
|
|
48.9 |
|
Provision for income taxes |
|
|
(12.5 |
) |
|
|
(7.3 |
) |
Adjusted NOPAT |
|
$ |
71.0 |
|
|
$ |
41.6 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
5-Quarter Average 2026 |
|
|
5-Quarter Average 2025 |
|
||
Total assets |
|
$ |
1,873.4 |
|
|
$ |
1,766.4 |
|
Total liabilities |
|
|
(1,184.2 |
) |
|
|
(1,131.9 |
) |
Net total assets |
|
|
689.2 |
|
|
|
634.6 |
|
Cash and cash equivalents |
|
|
(64.8 |
) |
|
|
(36.7 |
) |
Short-term borrowings and current portion of long-term debt |
|
|
12.9 |
|
|
|
20.7 |
|
Long-term debt |
|
|
456.8 |
|
|
|
410.3 |
|
Income tax assets - net |
|
|
(66.7 |
) |
|
|
(43.8 |
) |
Invested capital |
|
$ |
1,027.4 |
|
|
$ |
985.1 |
|
|
|
|
|
|
|
|
||
Adjusted ROIC |
|
|
6.9 |
% |
|
|
4.2 |
% |
Adjusted Net Income (Loss) and Adjusted DEPS
The Company defines adjusted net income (loss) as net income (loss) plus the addback or subtraction of restructuring and other non-recurring items. Adjusted DEPS is defined as adjusted net income (loss) divided by diluted weighted average shares
28
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 income (loss) and diluted net income (loss) per share to adjusted net income (loss) and Adjusted DEPS for the three and six months ended June 30, 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 |
|
$ |
123.1 |
|
|
$ |
— |
|
|
$ |
123.1 |
|
|
$ |
99.0 |
|
|
$ |
— |
|
|
$ |
99.0 |
|
Engineering, selling and administrative |
|
|
(90.4 |
) |
|
|
2.0 |
|
|
|
(88.4 |
) |
|
|
(87.4 |
) |
|
|
— |
|
|
|
(87.4 |
) |
Amortization of intangible assets |
|
|
(0.8 |
) |
|
|
— |
|
|
|
(0.8 |
) |
|
|
(0.8 |
) |
|
|
— |
|
|
|
(0.8 |
) |
Restructuring expense (2) |
|
|
(0.8 |
) |
|
|
0.8 |
|
|
|
— |
|
|
|
(1.0 |
) |
|
|
1.0 |
|
|
|
— |
|
Operating income |
|
|
31.1 |
|
|
|
2.8 |
|
|
|
33.9 |
|
|
|
9.8 |
|
|
|
1.0 |
|
|
|
10.8 |
|
Interest expense |
|
|
(9.2 |
) |
|
|
— |
|
|
|
(9.2 |
) |
|
|
(9.2 |
) |
|
|
— |
|
|
|
(9.2 |
) |
Amortization of deferred financing fees |
|
|
(0.3 |
) |
|
|
— |
|
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
— |
|
|
|
(0.3 |
) |
Other income (expense) - net (3) |
|
|
(0.2 |
) |
|
|
— |
|
|
|
(0.2 |
) |
|
|
1.0 |
|
|
|
0.6 |
|
|
|
1.6 |
|
Income before income taxes |
|
|
21.4 |
|
|
|
2.8 |
|
|
|
24.2 |
|
|
|
1.3 |
|
|
|
1.6 |
|
|
|
2.9 |
|
(Provision) benefit for income taxes (4) |
|
|
(7.2 |
) |
|
|
(0.2 |
) |
|
|
(7.4 |
) |
|
|
0.2 |
|
|
|
(0.3 |
) |
|
|
(0.1 |
) |
Net income |
|
$ |
14.2 |
|
|
$ |
2.6 |
|
|
$ |
16.8 |
|
|
$ |
1.5 |
|
|
$ |
1.3 |
|
|
$ |
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding |
|
|
36,529,556 |
|
|
|
|
|
|
36,529,556 |
|
|
|
35,823,866 |
|
|
|
|
|
|
35,823,866 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share |
|
$ |
0.39 |
|
|
|
|
|
$ |
0.46 |
|
|
$ |
0.04 |
|
|
|
|
|
$ |
0.08 |
|
||
|
|
Six Months Ended |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
As reported |
|
|
Adjustments |
|
|
Adjusted |
|
|
As reported |
|
|
Adjustments |
|
|
Adjusted |
|
||||||
Gross profit |
|
$ |
218.4 |
|
|
$ |
— |
|
|
$ |
218.4 |
|
|
$ |
188.8 |
|
|
$ |
— |
|
|
$ |
188.8 |
|
Engineering, selling and administrative |
|
|
(181.0 |
) |
|
|
2.8 |
|
|
|
(178.2 |
) |
|
|
(170.3 |
) |
|
|
— |
|
|
|
(170.3 |
) |
Amortization of intangible assets |
|
|
(1.6 |
) |
|
|
— |
|
|
|
(1.6 |
) |
|
|
(1.6 |
) |
|
|
— |
|
|
|
(1.6 |
) |
Restructuring expense (2) |
|
|
(1.6 |
) |
|
|
1.6 |
|
|
|
— |
|
|
|
(1.8 |
) |
|
|
1.8 |
|
|
|
— |
|
Operating income |
|
|
34.2 |
|
|
|
4.4 |
|
|
|
38.6 |
|
|
|
15.1 |
|
|
|
1.8 |
|
|
|
16.9 |
|
Interest expense |
|
|
(18.1 |
) |
|
|
— |
|
|
|
(18.1 |
) |
|
|
(17.9 |
) |
|
|
— |
|
|
|
(17.9 |
) |
Amortization of deferred financing fees |
|
|
(0.7 |
) |
|
|
— |
|
|
|
(0.7 |
) |
|
|
(0.7 |
) |
|
|
— |
|
|
|
(0.7 |
) |
Other expense - net (3) |
|
|
(3.3 |
) |
|
|
— |
|
|
|
(3.3 |
) |
|
|
(4.0 |
) |
|
|
0.6 |
|
|
|
(3.4 |
) |
Income (loss) before income taxes |
|
|
12.1 |
|
|
|
4.4 |
|
|
|
16.5 |
|
|
|
(7.5 |
) |
|
|
2.4 |
|
|
|
(5.1 |
) |
(Provision) benefit for income taxes (4) |
|
|
(3.9 |
) |
|
|
(0.4 |
) |
|
|
(4.3 |
) |
|
|
2.7 |
|
|
|
(0.5 |
) |
|
|
2.2 |
|
Net income (loss) |
|
$ |
8.2 |
|
|
$ |
4.0 |
|
|
$ |
12.2 |
|
|
$ |
(4.8 |
) |
|
$ |
1.9 |
|
|
$ |
(2.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding |
|
|
36,625,619 |
|
|
|
|
|
|
36,625,619 |
|
|
|
35,363,682 |
|
|
|
|
|
|
35,363,682 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share |
|
$ |
0.22 |
|
|
|
|
|
$ |
0.33 |
|
|
$ |
(0.14 |
) |
|
|
|
|
$ |
(0.08 |
) |
||
29
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 income (expense) - net, and certain other non-recurring items.
The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 and trailing twelve months is summarized as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Trailing Twelve |
|
|||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
Months |
|
|||||
Net income (loss) |
$ |
14.2 |
|
|
$ |
1.5 |
|
|
$ |
8.2 |
|
|
$ |
(4.8 |
) |
|
$ |
20.2 |
|
Interest expense and amortization of deferred |
|
9.5 |
|
|
|
9.5 |
|
|
|
18.8 |
|
|
|
18.6 |
|
|
|
39.4 |
|
Provision (benefit) for income taxes |
|
7.2 |
|
|
|
(0.2 |
) |
|
|
3.9 |
|
|
|
(2.7 |
) |
|
|
11.8 |
|
Depreciation expense |
|
14.2 |
|
|
|
14.7 |
|
|
|
28.3 |
|
|
|
29.5 |
|
|
|
58.7 |
|
Amortization of intangible assets |
|
0.8 |
|
|
|
0.8 |
|
|
|
1.6 |
|
|
|
1.6 |
|
|
|
3.1 |
|
EBITDA |
|
45.9 |
|
|
|
26.3 |
|
|
|
60.8 |
|
|
|
42.2 |
|
|
|
133.2 |
|
Restructuring expense |
|
0.8 |
|
|
|
1.0 |
|
|
|
1.6 |
|
|
|
1.8 |
|
|
|
4.7 |
|
Other non-recurring items - net (1) |
|
2.0 |
|
|
|
— |
|
|
|
2.8 |
|
|
|
— |
|
|
|
2.8 |
|
Other (income) expense - net (2) |
|
0.2 |
|
|
|
(1.0 |
) |
|
|
3.3 |
|
|
|
4.0 |
|
|
|
1.5 |
|
Adjusted EBITDA |
$ |
48.9 |
|
|
$ |
26.3 |
|
|
$ |
68.5 |
|
|
$ |
48.0 |
|
|
$ |
142.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA margin percentage |
|
8.2 |
% |
|
|
4.9 |
% |
|
|
6.3 |
% |
|
|
4.8 |
% |
|
|
6.4 |
% |
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 six months ended June 30, 2026 and 2025 is summarized as follows.
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used for) operating activities |
|
$ |
35.4 |
|
|
$ |
(54.8 |
) |
Capital expenditures |
|
|
(22.3 |
) |
|
|
(16.8 |
) |
Free cash flows |
|
$ |
13.1 |
|
|
$ |
(71.6 |
) |
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 and Estimates 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.
30
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.
31
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 May 1, 2026, the Company voluntarily submitted a prior disclosure to U.S. Customs and Border Protection related to potential errors in the methodology used to calculate tariffs on the Company’s imports of steel and steel derivative products between April 29, 2021 and April 29, 2026. The disclosure was made proactively given uncertainty with respect to calculating certain tariffs and with the intent of mitigating potential penalties in the event errors are identified. The Company has paid approximately $18.0 million of Section 232 tariffs during the 5-year period covered by the prior disclosure. The Company believes it has a strong legal and factual basis for the method of calculation and the amount of tariffs paid. The final resolution of this matter could result in material incremental tariffs, refunds, credits, interest, or legal or administrative costs, 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 June 30, 2026, no director or Section 16 officer of the Company adopted a "
32
Item 6. Exhibits
Exhibit No. |
|
Description |
|
Filed/Furnished Herewith |
|
|
|
|
|
|
|
10.1** |
|
The Manitowoc Company, Inc. 2025 Omnibus Incentive Plan as Amended and Restated effective as of May 5, 2026 (incorporated by reference to Annex B to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 20, 2026). |
|
|
|
|
|
|
|
|
|
31 |
|
Rule 13a - 14(a)/15d - 14(a) Certifications |
|
X |
(1) |
|
|
|
|
|
|
32.1 |
|
Certification of CEO pursuant to 18 U.S.C. Section 1350 |
|
X |
(2) |
|
|
|
|
|
|
32.2 |
|
Certification of CFO pursuant to 18 U.S.C. Section 1350 |
|
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.
33
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: August 7, 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) |
34