8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 7, 2017

The Manitowoc Company, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-11978	39-0448110
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2400 S. 44th Street, Manitowoc, Wisconsin 54220

(Address of principal executive offices including zip code)

(920) 684-4410

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

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.    o

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Item 2.02 Results of Operations and Financial Conditions

On August 7, 2017, the company issued a press release describing its results of operations for the three and six months ended June 30, 2017. The press release issued by the Registrant in connection with the announcement is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibit
	99.1	The Manitowoc Company, Inc. press release dated August 7, 2017.

2

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.

	THE MANITOWOC COMPANY, INC.
	(Registrant)
DATE: August 7, 2017	/s/ David J. Antoniuk
	David J. Antoniuk
	Senior Vice President & Chief Financial Officer

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THE MANITOWOC COMPANY, INC.

EXHIBIT INDEX

TO

FORM 8-K CURRENT REPORT

Dated as of August 7, 2017

Exhibit No.	Description	Furnished Herewith
99.1	Press Release dated August 7, 2017, regarding the earnings of The Manitowoc Company, Inc. for the three and six months ended June 30, 2017.	X

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EX-99.1

Exhibit 99.1

The Manitowoc Company Reports Second-Quarter 2017 Financial Results

• Orders Grow 9% year over year

• Revenue in line with consensus

• GAAP EPS of $0.00

• Adjusted EPS of $0.05

• Improves full-year guidance

MANITOWOC, Wis. - The Manitowoc Company, Inc. (NYSE: MTW), a leading global manufacturer of cranes and lifting solutions, today reported second-quarter net sales of $394.6 million, diluted EPS on a GAAP basis of breakeven and $0.05 on an adjusted basis.

Second-quarter orders of $379.5 million, which included the initial production order related to the U.S. Army contract, were up 9% from the comparable period in 2016. Backlog totaled $491.2 million at June 30, 2017, up 25%, from the second-quarter 2016 ending backlog of $393.5 million.

Second-quarter 2017 net sales were $394.6 million versus $457.7 million in the comparable period in 2016. The majority of the year-over-year decline was attributable to lower crawler crane shipments in the Americas as the Company shipped a significant volume of these cranes in the prior year, and lower Rough-terrain crane shipments primarily in the Americas and the Middle-East, mainly due to continued weakness in oil and gas market demand.

The Company reported net income from continuing operations of $0.7 million, or $0.00 per diluted share, in the second-quarter 2017 versus a net loss from continuing operations of $(5.0) million, or $(0.04) per diluted share, in the second-quarter 2016. Non-GAAP adjusted net income from continuing operations⁽¹⁾ was $6.5 million, or $0.05 per diluted share, in the second-quarter 2017 versus $3.9 million, or $0.03 per diluted share, in the comparable period of 2016. Non-GAAP adjusted EBITDA⁽¹⁾ for the second-quarter 2017 was $25.2 million compared to $25.3 million in the same period last year.

“We are very pleased with our second-quarter performance as we made considerable progress in consolidating our manufacturing footprint and reducing the cost of our organizational structure. We delivered $0.05 of adjusted EPS and our adjusted EBITDA⁽¹⁾ was flat year-over-year despite a $63 million decline in revenue. Considering our year-to-date performance and future market outlook, we have improved our full year 2017 guidance. This underscores that our team can deliver improved results using the principles of The Manitowoc Way. The relocation of our crawler crane production is complete, on time and under budget,” commented Barry L. Pennypacker, President and Chief Executive Officer of The Manitowoc Company, Inc.

“In the second-quarter we have seen order improvement in most product categories except lattice boom crawler cranes. We have experienced pockets of improved demand in specific markets like the Permian and Eagle Ford basins in North America. European markets continue to experience moderate growth, mainly in residential and non-residential construction markets, partly offset by continued weakness in the Middle-East,” said Pennypacker.

“While we remain cautiously optimistic in the near term, we continue to focus on delivering value through innovative products that provide superior return on invested capital for our customers. In these challenging times, we are maintaining our disciplined adherence to The Manitowoc Way, positioning us to achieve our long-term target of double-digit operating margins by 2020 and becoming the leading global crane company as the market recovers,” concluded Pennypacker.

Full-Year 2017 Guidance

Manitowoc is updating its’ full year 2017 financial guidance as follows:

•Revenue - down approximately 5-7% year-over-year;

•Adjusted EBITDA - approximately $59 to $69 million;

•Depreciation - approximately $40 million;

•Capital expenditures - approximately $30 million; and

•Income tax expense - approximately $7 to $10 million.

The Company provides guidance on a non-GAAP basis as there is uncertainty in the timing and magnitude of future charges that would be included in the reported GAAP results.

Investor Conference Call

On Tuesday, August 8th, 2017, at 10:00 a.m. ET (9:00 a.m. CT), The Manitowoc Company’s senior management will discuss its second-quarter 2017 earnings results during a live conference call for security analysts and institutional investors. A live audio webcast of the call, along with the related presentation, can be accessed in the Investor Relations section of Manitowoc’s website at www.manitowoc.com. A replay of the conference call will also be available at the same location on the website.

About The Manitowoc Company, Inc.

Founded in 1902, The Manitowoc Company, Inc. is a leading global manufacturer of cranes and lifting solutions with manufacturing, distribution, and service facilities in 20 countries. Manitowoc is recognized as one of the premier innovators and providers of crawler cranes, tower cranes, and mobile cranes for the heavy construction industry, which are complemented by a slate of industry-leading aftermarket product support services. In 2016, Manitowoc’s net sales totaled $1.6 billion, with over half generated outside the United States.

Footnote

(1)Non-GAAP adjusted net income (loss) from continuing operations and non-GAAP adjusted EBITDA (“adjusted EBITDA”) are financial measures that are not in accordance with GAAP. For a reconciliation to the comparable GAAP numbers please see schedule of “Non-GAAP Financial Measures” at the end of this press release. Manitowoc believes these non-GAAP financial measures provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Manitowoc believes excluding specified items provides a more meaningful comparison to the corresponding reporting periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides management with a more relevant measure of operating performance and is more useful in assessing management performance.

Forward-looking Statements

This press release includes "forward-looking statements" intended to qualify for the safe harbor from liability under the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of the Company and are subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as "intends,” "expects," "anticipates," "targets," "estimates," and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results and developments to differ materially include, among others:

• unanticipated changes in revenues, margins, costs, and capital expenditures;

• the ability to significantly improve profitability;

• potential delays or failures to implement specific initiatives within the restructuring program;

• issues relating to the ability to timely and effectively execute on manufacturing strategies, including issues relating to plant closings, new plant start-ups, and/or consolidations of existing facilities and operations, and its ability to achieve the expected benefits from such actions, as well as general efficiencies and capacity utilization of our facilities;

• the ability to direct resources to those areas that will deliver the highest returns;

• uncertainties associated with new product introductions, the successful development and market acceptance of new and innovative products that drive growth;

• the ability to focus on the customer, new technologies, and innovation;

• the ability to focus and capitalize on product quality and reliability;

• the ability to increase operational efficiencies across Manitowoc’s business segment and to capitalize on those efficiencies;

• the ability to capitalize on key strategic opportunities and the ability to implement Manitowoc’s long- term initiatives;

• the ability to generate cash and manage working capital consistent with Manitowoc’s stated goals;

• the ability to convert order and order activity into sales and the timing of those sales;

• pressure of financing leverage;

• foreign currency fluctuations and their impact on reported results and hedges in place with Manitowoc;

• changes in raw material and commodity prices;

• unexpected issues associated with the quality and availability of materials and components sourced from first parties and the resolution of those issues;

• unexpected issues associated with the availability, operations and viability of suppliers;

• the risks associated with growth and contraction;

• geographic factors and political and economic conditions and risks;

• actions of competitors;

• changes in economic or industry conditions generally or in the markets served by Manitowoc;

• unanticipated changes in customer demand, including changes in global demand for high-capacity lifting equipment; changes in demand for lifting equipment in emerging economies, and changes in demand for used lifting equipment;

• global expansion of customers;

• the replacement cycle of technologically obsolete cranes;

• the ability of Manitowoc's customers to receive financing;

• issues related to workforce reductions and subsequent rehiring;

• work stoppages, labor negotiations, labor rates, and temporary labor costs;

• government approval and funding of projects and the effect of government-related issues or developments;

• the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, joint ventures, and other strategic alternatives;

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

• impairment of goodwill and/or intangible assets;

• unanticipated issues affecting the effective tax rate for the year;

• unanticipated changes in the capital and financial markets;

• risks related to actions of activist shareholders;

• changes in laws throughout the world;

• natural disasters disrupting commerce in one or more regions of the world;

• risks associated with data security and technological systems and protections;

• acts of terrorism; and

• risks and other factors cited in Manitowoc's 2016 Annual Report on Form 10-K and its other filings with the United States Securities and Exchange Commission.

Manitowoc undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements only speak as of the date on which they are made. Information on the potential factors that could affect the Company's actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

THE MANITOWOC COMPANY, INC.

Unaudited Consolidated Financial Information

For the Three and Six Months Ended June 30, 2017 and 2016

($ in millions, except share data)

INCOME STATEMENT

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net sales	$	394.6		$	457.7		$	700.4		$	885.1
Cost of sales	318.3			370.4			572.2			718.1
Gross profit	76.3			87.3			128.2			167.0
Operating costs and expenses:
Engineering, selling and administrative expenses	60.4			73.4			123.7			145.8
Amortization of intangible assets	0.3			0.8			0.7			1.5
Restructuring expense	5.9			8.8			17.6			13.2
Other operating (income) expense - net	(0.2		)	0.4			—			1.8
Total operating costs and expenses	66.4			83.4			142.0			162.3
Operating income (loss)	9.9			3.9			(13.8		)	4.7
Other income (expense):
Interest expense	(9.7		)	(9.9		)	(19.8		)	(19.6		)
Amortization of deferred financing fees	(0.4		)	(0.4		)	(0.9		)	(1.3		)
Loss on debt extinguishment	—			—			—			(76.3		)
Other income - net	3.2			2.1			3.0			3.2
Total other expense	(6.9		)	(8.2		)	(17.7		)	(94.0		)
Income (loss) from continuing operations before taxes	3.0			(4.3		)	(31.5		)	(89.3		)
Provision for taxes on income	2.3			0.7			3.8			108.4
Income (loss) from continuing operations	0.7			(5.0		)	(35.3		)	(197.7		)
Discontinued operations:
Loss from discontinued operations, net of income taxes	(0.2		)	(0.8		)	(0.2		)	(4.0		)
Net income (loss)	$	0.5		$	(5.8	)	$	(35.5	)	$	(201.7	)
BASIC INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations	$	0.00		$	(0.04	)	$	(0.25	)	$	(1.44	)
Loss from discontinued operations, net of income taxes	(0.00		)	(0.01		)	(0.00		)	(0.03		)
BASIC INCOME (LOSS) PER COMMON SHARE	$	0.00		$	(0.04	)	$	(0.25	)	$	(1.47	)
DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations	$	0.00		$	(0.04	)	$	(0.25	)	$	(1.44	)
Loss from discontinued operations, net of income taxes	(0.00		)	(0.01		)	(0.00		)	(0.03		)
DILUTED INCOME (LOSS) PER COMMON SHARE	$	0.00		$	(0.04	)	$	(0.25	)	$	(1.47	)
Weighted average shares outstanding - Basic	140,437,702			137,138,220			140,260,690			136,869,066
Weighted average shares outstanding - Diluted	142,618,685			137,138,220			140,260,690			136,869,066

In the fourth-quarter of 2016, the Company changed its method of inventory costing for certain inventory to the FIFO method from the LIFO method. The Company applied this change in method of inventory costing by retrospectively adjusting the prior period financial statements.

MANITOWOC COMPANY, INC.

Unaudited Consolidated Financial Information

As of June 30, 2017 and December 31, 2016

($ in millions)

BALANCE SHEET

	June 30, 2017		December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	26.3	$	69.9
Accounts receivable - net	181.6		134.4
Inventories - net	476.2		429.0
Notes receivable - net	47.0		62.4
Other current assets	55.4		54.0
Total current assets	786.5		749.7
Property, plant and equipment - net	313.7		308.8
Intangible assets - net	431.2		413.7
Other long-term assets	44.3		45.6
TOTAL ASSETS	$	1,575.7	$	1,517.8
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	370.9	$	321.2
Short-term borrowings and current portion of long-term debt	11.0		12.4
Product warranties	32.5		36.5
Customer advances	23.0		21.0
Product liabilities	22.3		21.7
Total current liabilities	459.7		412.8
Non-current liabilities:
Long-term debt	278.1		269.1
Other non-current liabilities	241.8		245.4
Total non-current liabilities	519.9		514.5
Stockholders’ equity	596.1		590.5
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	1,575.7	$	1,517.8

In the fourth-quarter of 2016, the Company changed its method of inventory costing for certain inventory to the FIFO method from the LIFO method. The Company applied this change in method of inventory costing by retrospectively adjusting the prior period financial statements.

MANITOWOC COMPANY, INC.

Unaudited Consolidated Financial Information

For the Three and Six Months Ended June 30, 2017 and 2016

($ in millions)

CASH FLOW SUMMARY

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Cash flows from operations:
Net income (loss)	$	0.5		$	(5.8	)	$	(35.5	)	$	(201.7	)
Depreciation	9.3			11.4			19.9			23.6
Other non-cash adjustments - net	(2.4		)	10.5			5.2			130.8
Accounts receivable	(38.4		)	(7.2		)	(40.2		)	(33.3		)
Inventories	(3.4		)	(6.2		)	(34.6		)	(39.9		)
Notes receivable	3.8			5.9			9.5			7.5
Other assets	(3.0		)	(3.3		)	(4.4		)	(9.7		)
Accounts payable	9.6			(29.6		)	46.8			(40.8		)
Accrued expenses and other liabilities	12.1			8.9			(11.1		)	(15.3		)
Net cash used for operating activities of continuing operations	(11.9		)	(15.4		)	(44.4		)	(178.8		)
Net cash used for operating activities of discontinued operations	(0.2		)	(0.9		)	(0.2		)	(47.7		)
Net cash used for operating activities	(12.1		)	(16.3		)	(44.6		)	(226.5		)
Cash flows from investing:
Capital expenditures	(8.1		)	(14.1		)	(11.9		)	(24.7		)
Proceeds from fixed assets	3.6			—			5.3			0.9
Other	0.2			0.3			1.3			0.3
Net cash used for investing activities of continuing operations	(4.3		)	(13.8		)	(5.3		)	(23.5		)
Net cash used for investing activities of discontinued operations	—			—			—			(2.4		)
Net cash used for investing activities	(4.3		)	(13.8		)	(5.3		)	(25.9		)
Cash flows from financing:
Proceeds from (payments on) long-term debt- net	6.8			(14.8		)	5.5			(1,104.8		)
Payments on notes financing - net	(0.7		)	(1.3		)	(2.9		)	(5.0		)
Exercise of stock options	0.2			0.6			2.9			2.5
Debt issuance costs	—			(0.4		)	—			(8.3		)
Cash transferred to spun-off subsidiary	—			—			—			(17.7		)
Dividend from spun-off subsidiary	—			—			—			1,361.7
Net cash provided by (used for) financing activities of continuing operations	6.3			(15.9		)	5.5			228.4
Net cash provided by financing activities of discontinued operations	—			—			—			0.2
Net cash provided by (used for) financing activities	6.3			(15.9		)	5.5			228.6
Effect of exchange rate changes on cash	0.3			(0.4		)	0.8			1.2
Net decrease in cash and cash equivalents	$	(9.8	)	$	(46.4	)	$	(43.6	)	$	(22.6	)

Non-GAAP Financial Measures

Non-GAAP Items

Non-GAAP adjusted net income (loss) from continuing operations and non-GAAP adjusted EBITDA are financial measures that are not in accordance with GAAP. Manitowoc believes these non-GAAP financial measures provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Manitowoc believes excluding specified items provides a more meaningful comparison to the corresponding reporting periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides management with a more relevant measure of operating performance and is more useful in assessing management performance.

Non-GAAP Adjusted Net Income (Loss) and Income (Loss) Per Share from Continuing Operations
($ in millions, except share data)
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net income (loss) from continuing operations	$	0.7		$	(5.0	)	$	(35.3	)	$	(197.7	)
Special items:
Loss on debt extinguishment	—			—			—			76.3
Restructuring expense	5.9			8.8			17.6			13.2
Separation equity awards	(0.1		)	0.5			—			1.9
Tax valuation allowance and one time tax items	—			0.5			—			103.8
Tax on special items	—			(0.9		)	—			(1.0		)
Non-GAAP adjusted net income (loss) from continuing operations	$	6.5		$	3.9		$	(17.7	)	$	(3.5	)
Diluted income (loss) from continuing operations per share	$	0.00		$	(0.04	)	$	(0.25	)	$	(1.44	)
Special items, net of tax:
Loss on debt extinguishment	0.00			0.00			0.00			0.56
Restructuring expense	0.04			0.06			0.13			0.09
Separation equity awards	(0.00		)	0.00			0.00			0.01
Tax valuation allowance and one time tax items	0.00			0.00			0.00			0.76
Diluted non-GAAP adjusted net income (loss) per share from continuing operations	$	0.05		$	0.03		$	(0.13	)	$	(0.02	)

Adjusted EBITDA and Non-GAAP Adjusted Operating Income (loss)

The company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, plus an addback of certain restructuring charges. The reconciliation of GAAP net income (loss) to adjusted EBITDA and adjusted operating income (loss) for the current and previous four quarters, as well as the trailing twelve months is as follows ($ in millions):

	Trailing
	Twelve
	Months			6/30/2017			3/31/2017			12/31/2016			9/30/2016				6/30/2016
Net income (loss)	$	(209.6	)	$	0.5		$	(36.0	)	$	(33.4	)	$	(140.7	)		$	(5.8	)
Loss from discontinued operations, net of income taxes	3.4			0.2			—			1.4			1.8				0.8
Interest expense and amortization of deferred financing fees	41.6			10.1			10.6			10.4			10.5				10.3
Provision (benefit) for taxes	(4.1		)	2.3			1.5			(2.6		)	(5.3		)		0.7
Depreciation expense	41.9			9.3			10.6			10.7			11.3				11.4
Amortization of intangible assets	2.2			0.3			0.4			0.8			0.7				0.8
EBITDA	(124.6		)	22.7			(12.9		)	(12.7		)	(121.7		)		18.2
Restructuring expense	27.8			5.9			11.7			6.3			3.9				8.8
Asset impairment expense	96.9			—			—			—			96.9				—
Other (income) expense - net (1)	(2.3		)	(3.4		)	0.4			0.7			—				(1.7		)
Adjusted EBITDA	(2.2		)	25.2			(0.8		)	(5.7		)	(20.9		)		25.3
Depreciation expense	(41.9		)	(9.3		)	(10.6		)	(10.7		)	(11.3		)		(11.4		)
Non-GAAP adjusted operating income (loss)	(44.1		)	15.9			(11.4		)	(16.4		)	(32.2		)	*	13.9
Restructuring expense	(27.8		)	(5.9		)	(11.7		)	(6.3		)	(3.9		)		(8.8		)
Asset impairment expense	(96.9		)	—			—			—			(96.9		)		—
Amortization of intangible assets	(2.2		)	(0.3		)	(0.4		)	(0.8		)	(0.7		)		(0.8		)
Other operating income (expense) - net	(0.8		)	0.2			(0.2		)	(0.3		)	(0.5		)		(0.4		)
GAAP operating income (loss)	$	(171.8	)	$	9.9		$	(23.7	)	$	(23.8	)	$	(134.2	)		$	3.9
Adjusted EBITDA margin percentage	(0.2		)%	6.4		%	(0.3		)%	(1.5		)%	(6.0		)%		5.5		%
Non-GAAP adjusted operating income (loss) margin percentage	(3.1		)%	4.0		%	(3.7		)%	(4.3		)%	(9.2		)%		3.0		%

(1)    Other (income) expense - net includes foreign currency translation adjustments and other miscellaneous items.

* As previously disclosed in the Company's third-quarter press release, adjusted operating loss includes $29.9 million of non-cash charges related to inventory reserves, losses from the decline in used crane values, product improvement initiatives and plant variances. Excluding these amounts the third-quarter adjusted operating loss would have been $2.3 million.

For more information: 

Ion Warner

VP, Marketing and Investor Relations

717-593-5266