10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-11978

The Manitowoc Company, Inc.

(Exact Name of Registrant as Specified in its Charter)


Wisconsin		39-0448110
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)


11270 West Park Place Suite 1000
Milwaukee, Wisconsin		53224
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (414) 760-4600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 Par Value

MTW

New York Stock Exchange

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. Yes ☒ No ☐

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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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 September 30, 2023, the registrant had 35,085,030 shares of common stock, $.01 par value per share, outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Operations

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

($ in millions, except per share and share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net sales	$	520.9		$	454.7		$	1,632.0		$	1,410.9
Cost of sales		424.1			380.4			1,305.9			1,162.9
Gross profit		96.8			74.3			326.1			248.0
Operating costs and expenses:
Engineering, selling and administrative expenses		77.4			65.8			240.1			201.6
Amortization of intangible assets		0.7			0.8			2.4			2.4
Restructuring expense		0.7			0.1			1.0			0.5
Total operating costs and expenses		78.8			66.7			243.5			204.5
Operating income		18.0			7.6			82.6			43.5
Other expense:
Interest expense		(8.4	)		(8.0	)		(25.5	)		(23.3	)
Amortization of deferred financing fees		(0.3	)		(0.3	)		(1.0	)		(1.0	)
Other income (expense) - net		1.1			2.7			(10.0	)		0.4
Total other expense		(7.6	)		(5.6	)		(36.5	)		(23.9	)
Income before income taxes		10.4			2.0			46.1			19.6
Benefit for income taxes		—			(0.3	)		(1.0	)		(0.9	)
Net income	$	10.4		$	2.3		$	47.1		$	20.5

Per Share Data and Share Amounts:
Basic net income per common share	$	0.30		$	0.07		$	1.34		$	0.58

Diluted net income per common share	$	0.29		$	0.07		$	1.31		$	0.58

Weighted average shares outstanding - basic		35,080,037			35,181,262			35,095,211			35,199,221
Weighted average shares outstanding - diluted		35,787,704			35,374,194			35,836,672			35,470,301

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

($ in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income	$	10.4		$	2.3		$	47.1		$	20.5
Other comprehensive income (loss), net of income tax
Unrealized loss on derivatives, net of income tax provision of $0.0, $0.0, $0.0 and $0.0, respectively		(4.6	)		(0.8	)		(10.4	)		(3.1	)
Employee pension and postretirement benefit income (expense), net of income tax provision of $0.0, $0.0, $0.0 and $0.0, respectively		(0.3	)		0.3			(2.2	)		(0.1	)
Foreign currency translation adjustments, net of income tax benefit (expense) of ($0.2), $0.5, $0.7, and $1.2, respectively		(14.1	)		(25.6	)		(0.4	)		(51.6	)
Total other comprehensive loss, net of income tax		(19.0	)		(26.1	)		(13.0	)		(54.8	)
Comprehensive income (loss)	$	(8.6	)	$	(23.8	)	$	34.1		$	(34.3	)

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

THE MANITOWOC COMPANY, INC.

Condensed Consolidated Balance Sheets

As of September 30, 2023 and December 31, 2022

(Unaudited)

($ in millions, except per share amounts)


	September 30, 2023			December 31, 2022
Assets
Current Assets:
Cash and cash equivalents	$	40.0		$	64.4
Accounts receivable, less allowances of $4.6 and $5.3, respectively		252.8			266.3
Inventories		719.9			611.9
Notes receivable — net		6.6			10.6
Other current assets		33.9			45.3
Total current assets		1,053.2			998.5
Property, plant and equipment — net		349.2			335.3
Operating lease right-of-use assets		46.1			45.2
Goodwill		78.4			80.1
Intangible assets — net		123.5			126.7
Other non-current assets		41.8			29.7
Total assets	$	1,692.2		$	1,615.5
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	462.7		$	446.4
Customer advances		24.3			21.9
Short-term borrowings and current portion of long-term debt		30.3			6.1
Product warranties		47.5			48.8
Other liabilities		23.7			24.6
Total current liabilities		588.5			547.8
Non-Current Liabilities:
Long-term debt		368.5			379.5
Operating lease liabilities		35.7			34.3
Deferred income taxes		4.9			4.9
Pension obligations		56.4			51.7
Postretirement health and other benefit obligations		7.8			8.2
Long-term deferred revenue		17.7			15.6
Other non-current liabilities		39.7			35.7
Total non-current liabilities		530.7			529.9
Commitments and contingencies (Note 18)
Stockholders' Equity:
Preferred stock (3,500,000 shares authorized of $.01 par value; none outstanding)		—			—
Common stock (75,000,000 shares authorized, 40,793,983 shares issued, 35,085,030 and 35,085,008 shares outstanding, respectively)		0.4			0.4
Additional paid-in capital		609.5			606.7
Accumulated other comprehensive loss		(120.9	)		(107.9	)
Retained earnings		151.4			104.3
Treasury stock, at cost (5,708,953 and 5,708,975 shares, respectively)		(67.4	)		(65.7	)
Total stockholders' equity		573.0			537.8
Total liabilities and stockholders' equity	$	1,692.2		$	1,615.5

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Unaudited)

($ in millions)


	Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	47.1		$	20.5
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation		41.8			46.2
Amortization of intangible assets		2.4			2.4
Stock-based compensation expense		7.8			5.6
Amortization of deferred financing fees		1.0			1.0
Gain on sale of property, plant and equipment		—			(0.9	)
Net unrealized foreign currency transaction (gains) losses		(0.7	)		6.4
Income tax (benefit) expense from change in reserve of uncertain tax positions		0.2			(11.7	)
Deferred income tax (benefit) expense		(14.0	)		0.9
Loss on foreign currency translation adjustments		9.3			—
Other		—		0.9
Changes in operating assets and liabilities
Accounts receivable		11.5			10.7
Inventories		(114.3	)		(136.1	)
Notes receivable		5.8			7.1
Other assets		5.9			(0.6	)
Accounts payable		(14.9	)		39.8
Accrued expenses and other liabilities		34.3			7.3
Net cash provided by (used for) operating activities		23.2			(0.5	)
Cash Flows from Investing Activities:
Capital expenditures		(59.9	)		(31.8	)
Proceeds from sale of property, plant and equipment		5.3			1.5
Acquisition of businesses		—			2.3
Net cash used for investing activities		(54.6	)		(28.0	)
Cash Flows from Financing Activities:
Proceeds from (payments on) revolving credit facility - net		—			4.0
Payments on revolving credit facility		(10.0	)		—
Other debt - net		22.6			(4.0	)
Debt issuance and other debt related costs		—			(1.9	)
Exercises of stock options		0.3			0.1
Common stock repurchases		(5.5	)		(1.9	)
Net cash provided by (used for) financing activities		7.4			(3.7	)
Effect of exchange rate changes on cash and cash equivalents		(0.4	)		(0.6	)
Net decrease in cash and cash equivalents		(24.4	)		(32.8	)
Cash and cash equivalents at beginning of period		64.4			75.4
Cash and cash equivalents at end of period	$	40.0		$	42.6
Supplemental Cash Flow Information
Interest paid	$	19.4		$	15.8
Income taxes paid		6.1			6.1

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Equity

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

($ in millions, except share amounts)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Common Stock - Par Value
Balance at beginning of period	$	0.4		$	0.4		$	0.4		$	0.4
Balance at end of period	$	0.4		$	0.4		$	0.4		$	0.4
Additional Paid-in Capital
Balance at beginning of period	$	607.8		$	602.5		$	606.7		$	602.4
Stock options exercised and issuance of other stock awards		(0.7	)		—			(5.0	)		(4.0	)
Stock-based compensation expense		2.4			1.5			7.8			5.6
Balance at end of period	$	609.5		$	604.0		$	609.5		$	604.0
Accumulated Other Comprehensive Loss
Balance at beginning of period	$	(101.9	)	$	(131.1	)	$	(107.9	)	$	(102.4	)
Other comprehensive loss		(19.0	)		(26.1	)		(13.0	)		(54.8	)
Balance at end of period	$	(120.9	)	$	(157.2	)	$	(120.9	)	$	(157.2	)
Retained Earnings
Balance at beginning of period	$	141.0		$	246.1		$	104.3		$	227.9
Net income		10.4			2.3			47.1			20.5
Balance at end of period	$	151.4		$	248.4		$	151.4		$	248.4
Treasury Stock
Balance at beginning of period	$	(67.9	)	$	(64.7	)	$	(65.7	)	$	(65.9	)
Stock options exercised and issuance of other stock awards		0.5			—			3.8			3.1
Common stock repurchases		—			—			(5.5	)		(1.9	)
Balance at end of period	$	(67.4	)	$	(64.7	)	$	(67.4	)	$	(64.7	)
Total equity	$	573.0		$	630.9		$	573.0		$	630.9

The accompanying notes are an integral part to these Condensed Consolidated Financial Statements.

THE MANITOWOC COMPANY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

1. Accounting Policies and Basis of Presentation

The Manitowoc Company, Inc. (the “Company” or “Manitowoc”) was founded in 1902 and has over a 120-year tradition of providing high-quality, customer-focused products and support services to its markets. Headquartered in Milwaukee, Wisconsin, United States, Manitowoc is one of the world's leading providers of engineered lifting solutions. Manitowoc, through its wholly-owned subsidiaries, designs, manufactures, markets, distributes, and supports comprehensive product lines of mobile hydraulic cranes, lattice-boom crawler cranes, boom trucks, and tower cranes under the Aspen Equipment, Grove, Manitowoc, MGX Equipment Services, National Crane, Potain, and Shuttlelift brand names. The Company serves a wide variety of customers, including dealers, rental companies, contractors, and government entities, across the petrochemical, industrial, commercial construction, power and utilities, infrastructure and residential construction end markets. Due to the ongoing and predictable maintenance needed by cranes, as well as the high cost of crane downtime, Manitowoc’s aftermarket support operations provide the Company with a consistent stream of recurring revenue.

The Company has three reportable segments, the Americas segment, the Europe and Africa ("EURAF") segment and Middle East and Asia Pacific (“MEAP”) segment. The Americas segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region. The segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 17, “Segments,” for additional information.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of the results of operations for the three and nine months ended September 30, 2023 and 2022, the cash flows for the same nine month periods and the financial position as of September 30, 2023 and December 31, 2022, and except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. The audited balance sheet as of December 31, 2022 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 information included in the Company’s annual consolidated financial statements and notes for the year ended December 31, 2022. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), have been condensed or omitted pursuant to Securities and Exchange Commission rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

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

2. Recent Accounting Changes and Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-04, "Disclosure of Supplier Financing Program Obligations.” The amendments in this ASU require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this ASU as of January 1, 2023. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

3. Net Sales

The Company defers revenue when cash payments are received in advance of satisfying the performance obligation. These amounts are recorded as customer advances in the Condensed Consolidated Balance Sheets. The table below shows the change in the customer advances balance for the three and nine months ended September 30, 2023 and 2022.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Balance at beginning of period	$	20.2		$	28.0		$	21.9		$	28.7
Cash received in advance of satisfying performance obligations		41.4			32.5			113.8			98.0
Revenue recognized		(36.7	)		(31.1	)		(111.0	)		(99.4	)
Currency translation		(0.6	)		(1.0	)		(0.4	)		1.1
Balance at end of period	$	24.3		$	28.4		$	24.3		$	28.4

Disaggregation of the Company’s revenue sources are disclosed in Note 17, “Segments.”

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 September 30, 2023 and December 31, 2022.


	Fair Value as of September 30, 2023
	Level 1		Level 2		Level 3		Total		Recognized Location
Current Assets:
FX Forward Contracts	$	—	$	0.4	$	—	$	0.4	Other current assets
Deferred Compensation Plan - Program B		7.6		—		—		7.6	Other non-current assets
Total current assets at fair value	$	7.6	$	0.4	$	—	$	8.0

Current Liabilities:
FX Forward Contracts	$	—	$	5.7	$	—	$	5.7	Accounts payable and accrued expenses


	Fair Value as of December 31, 2022
	Level 1		Level 2		Level 3		Total		Recognized Location
Current Assets:
FX Forward Contracts	$	—	$	5.7	$	—	$	5.7	Other current assets
Deferred Compensation Plan - Program B		7.1		—		—		7.1	Other non-current assets
Total current assets at fair value	$	7.1	$	5.7	$	—	$	12.8

Current Liabilities:
FX Forward Contracts	$	—	$	0.3	$	—	$	0.3	Accounts payable and accrued expenses

The fair value of the Company's $300.0 million senior secured second lien notes due on April 1, 2026, with an annual coupon rate of 9.000% (the “2026 Notes”), was $299.3 million as of September 30, 2023. See Note 11, “Debt,” for a description of the 2026 Notes and the related carrying value.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of its 2026 Notes based on quoted market prices of the instruments; because these markets are typically actively traded, the liabilities are classified as Level 1 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and short-term variable debt, including any amounts outstanding under the Company's revolving credit facility, approximate fair value, without being discounted as of September 30, 2023 and December 31, 2022, due to the short-term nature of these instruments.

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

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

5. Derivative Financial Instruments

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

From time to time, the Company enters into FX Forward Contracts to manage the exposure on forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities in currencies other than the functional currency of certain subsidiaries. Certain of these FX Forward Contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss) ("AOCI"). These changes in fair value are reclassified into earnings as a component of cost of sales, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of other income (expense) – net in the period in which the transaction is no longer considered probable of occurring. No amounts were recorded related to forecasted transactions no longer being probable during the three and nine months ended September 30, 2023 and 2022.

The Company had FX Forward Contracts with aggregate notional amounts of $162.2 million and $87.7 million in U.S. dollar equivalent as of September 30, 2023 and December 31, 2022, respectively. The aggregate notional amount outstanding as of September 30, 2023 is scheduled to mature within one year. The FX Forward Contracts purchased are denominated in various foreign currencies. Net unrealized gains (losses), net of income tax, recorded in AOCI were $5.0 million of losses and $5.4 million of gains as of September 30, 2023 and December 31, 2022, respectively.

The net gains (losses) recorded in the Condensed Consolidated Statements of Operations for FX Forward Contracts for the three and nine months ended September 30, 2023 and 2022 are summarized as follows:


		Three Months Ended September 30,						Nine Months Ended September 30,
	Recognized Location	2023			2022			2023			2022
Designated	Cost of sales	$	(0.6	)	$	(2.7	)	$	4.6		$	(4.3	)
Non-designated	Other income (expense) - net	$	0.7		$	2.8		$	(4.6	)	$	4.8

6. Inventories

The components of inventories as of September 30, 2023 and December 31, 2022 are summarized as follows:


	September 30, 2023		December 31, 2022
Raw materials	$	171.4	$	161.2
Work-in-process		151.5		141.3
Finished goods		397.0		309.4
Total inventories	$	719.9	$	611.9

7. Notes Receivable

The Company has notes receivable balances that are classified as current or long-term based on the timing of amounts due. Long-term notes receivable are included within other non-current assets in the Condensed Consolidated Balance Sheets. As of September 30, 2023, the Company had current and long-term notes receivable in the amount of $6.6 million and $1.0 million, respectively. As of December 31, 2022, the Company had current and long-term notes receivable in the amount of $10.6 million and $2.0 million, respectively. During the nine months ended September 30, 2022, the Company recorded income of $4.8 million in engineering, selling, and administrative expenses in the Condensed Consolidated Statements of Operations to recognize the partial recovery of the previously written-off long-term note receivable balance from the 2014 divestiture of the Company's Chinese joint venture.

8. Property, Plant, and Equipment

The components of property, plant, and equipment as of September 30, 2023 and December 31, 2022 are summarized as follows:


	September 30, 2023			December 31, 2022
Land	$	14.5		$	17.9
Building and improvements		195.3			194.7
Machinery, equipment, and tooling		305.7			300.6
Furniture and fixtures		13.6			13.8
Computer hardware and software		133.0			129.4
Rental cranes		188.9			157.8
Construction in progress		8.4			8.4
Total cost		859.4			822.6
Less accumulated depreciation		(510.2	)		(487.3	)
Property, plant, and equipment — net	$	349.2		$	335.3

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.

Assets Held for Sale

As of September 30, 2023, the Company had $2.9 million of property, plant, and equipment classified as assets held for sale in other current assets in the Condensed Consolidated Balance Sheets. This amount relates to a manufacturing building and land in Fanzeres, Portugal.

9. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill as of September 30, 2023 and December 31, 2022 are summarized as follows:


	Americas - Distribution		MEAP			Consolidated
Balance as of December 31, 2022	$	14.4	$	65.7		$	80.1
Foreign currency impact		—		(1.7	)		(1.7	)
Balance as of September 30, 2023	$	14.4	$	64.0		$	78.4

The gross carrying amount, accumulated impairment, and net book value of the Company's goodwill balances by reporting unit are summarized as follows:


	September 30, 2023							December 31, 2022

	Gross Carrying Amount		Accumulated Impairment Amount			Net Book Value		Gross Carrying Amount		Accumulated Impairment Amount			Net Book Value
Americas - Manufacturing	$	166.5	$	(166.5	)	$	—	$	166.5	$	(166.5	)	$	—
Americas - Distribution		14.4		—			14.4		14.4		—			14.4
EURAF		82.2		(82.2	)		—		82.2		(82.2	)		—
MEAP		64.0		—			64.0		65.7		—			65.7
Total	$	327.1	$	(248.7	)	$	78.4	$	328.8	$	(248.7	)	$	80.1

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 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 for the three and nine months ended September 30, 2023.

The gross carrying amount, accumulated amortization, and net book value of the Company’s other intangible assets other than goodwill as of September 30, 2023 and December 31, 2022 are summarized as follows:


	September 30, 2023							December 31, 2022
	Gross Carrying Amount		Accumulated Amortization Amount			Net Book Value		Gross Carrying Amount		Accumulated Amortization Amount			Net Book Value
Definite lived intangible assets:
Customer relationships	$	26.5	$	(11.2	)	$	15.3	$	26.5	$	(10.0	)	$	16.5
Patents		28.5		(28.0	)		0.5		28.7		(28.2	)		0.5
Noncompetition agreements		4.2		(1.8	)		2.4		4.2		(1.2	)		3.0
Trademarks and tradenames		2.2		(0.9	)		1.3		2.2		(0.6	)		1.6
Other intangibles		0.6		(0.6	)		—		0.6		(0.5	)		0.1
Total		62.0		(42.5	)		19.5		62.2		(40.5	)		21.7
Indefinite lived intangible assets:
Trademarks and tradenames		90.3		—			90.3		91.0		—			91.0
Distribution network		13.7		—			13.7		14.0		—			14.0
Total		104.0		—			104.0		105.0		—			105.0
Total other intangible assets	$	166.0	$	(42.5	)	$	123.5	$	167.2	$	(40.5	)	$	126.7

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 for the three and nine months ended September 30, 2023.

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 for the three and nine months ended September 30, 2023.

Other intangible assets with definite lives are amortized over their estimated useful lives. Amortization expense for the three months ended September 30, 2023 and 2022 was $0.7 million and $0.8 million, respectively. Amortization expense for the nine months ended September 30, 2023 and 2022 was $2.4 million and $2.4 million, respectively.

10. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 are summarized as follows:


	September 30, 2023		December 31, 2022
Trade accounts payable	$	258.4	$	274.6
Employee-related expenses		55.8		51.0
Accrued vacation		23.6		22.4
Miscellaneous accrued expenses		124.9		98.4
Total accounts payable and accrued expenses	$	462.7	$	446.4

11. Debt

Outstanding debt as of September 30, 2023 and December 31, 2022 is summarized as follows:


	September 30, 2023			December 31, 2022
Borrowings under senior secured asset based revolving credit facility	$	70.0		$	80.0
Senior secured second lien notes due 2026		300.0			300.0
Other debt		30.6			8.0
Deferred financing costs		(1.8	)		(2.4	)
Total debt		398.8			385.6
Short-term borrowings and current portion of long-term debt		(30.3	)		(6.1	)
Long-term debt	$	368.5		$	379.5

On March 25, 2019, the Company and certain subsidiaries of the Company (the “Loan Parties”) entered into a credit agreement (the “ABL Credit Agreement”) with JP Morgan Chase Bank, N.A as administrative and collateral agent, and certain financial institutions party thereto as lenders, providing for a senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”) of up to $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and certain fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes and the related guarantees. The ABL Revolving Credit Facility includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company’s German subsidiary that is a borrower under the ABL Revolving Credit Facility.

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 the 2026 Notes have 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 U.S. dollar London Inter-bank Offered Rate with interest rates based on the secured overnight financing rate plus a credit spread adjustment (“SOFR”).

Borrowings under the ABL Revolving Credit Facility bear interest at a variable rate using either the Alternative Base Rate or SOFR plus the spread set forth below. The variable interest rate is based upon the average availability as of the most recent determination date as follows:


Average quarterly availability	Alternative base rate spread	SOFR spread
≥ 50% of Aggregate Commitment	0.25%	1.25%
< 50% of Aggregate Commitment	0.50%	1.50%

As of September 30, 2023 and December 31, 2022, the Company had borrowings on the ABL Revolving Credit Facility of $70.0 million and $80.0 million, respectively. As of September 30, 2023, the spreads for SOFR and prime rate borrowings were 1.25% and 0.25%, respectively, with excess availability of $201.8 million, which represents revolver borrowing capacity of $275.0 million less $70.0 million of borrowings outstanding and $3.2 million of U.S. letters of credit outstanding.

As of September 30, 2023, the Company had other indebtedness outstanding of $30.6 million that had a weighted-average interest rate of approximately 5.2%. This debt includes balances on local credit lines, overdraft facilities and other financing arrangements.

On March 25, 2019, the Company and certain of its subsidiaries entered into an indenture with U.S. Bank National Association as trustee and notes collateral agent, pursuant to which the Company issued $300.0 million aggregate principal amount of the 2026 Notes with an annual coupon rate of 9.000%. Interest on the 2026 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year. The 2026 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of the Company’s existing and future domestic subsidiaries that is either a guarantor or a borrower under the ABL Revolving Credit Facility or that guarantees certain other debt of the Company or a guarantor. The

2026 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of the Company and of the guarantors that secure obligations under the ABL Revolving Credit Facility.

Both the ABL Revolving Credit Facility and the 2026 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 2026 Notes also include customary events of default. The ABL Revolving Credit Facility has customary representations and warranties including, as a condition to borrowing, that all such representations and warranties are true and correct, in all material respects, on the date of the borrowing, including representations as to no material adverse change in the Company’s business or financial condition since December 31, 2021.

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

As of September 30, 2023, 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 2026 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.

12. Accounts Receivable Factoring

The Company has two non-U.S. accounts receivable financing programs with no maximum availability and one U.S. accounts receivable financing program with maximum availability of $25.0 million. Transactions under the U.S. and non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification ("ASC") Topic 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the maximum limit.

For the three and nine months ended September 30, 2023, cash proceeds from the factoring of accounts receivable qualifying as sales were $44.5 million and $127.1 million, respectively. For the three and nine months ended September 30, 2022, cash proceeds from the factoring of accounts receivable qualifying as sales were $60.4 million and $164.0 million, respectively.

Financing charges incurred from the factoring of accounts receivable qualifying as sales for the three and nine months ended September 30, 2023 and 2022 were immaterial.

13. Income Taxes

The Company’s income before income taxes include 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 both the U.S. and foreign jurisdictions where no tax benefit can be realized.

For the three months ended September 30, 2023 and 2022, the Company recorded a benefit for income taxes of zero and $0.3 million, respectively. The year-over-year decrease in the Company’s benefit for income taxes for the three months ended September 30, 2023, is driven by the tax impact of higher income compared to the prior year, partially offset by a $3.2 million discrete tax benefit related to the resolution of a previously reserved foreign income tax matter. For the nine months ended September 30, 2023 and 2022, the Company recorded a benefit for income taxes of $1.0 million and $0.9 million, respectively. The year-over-year increase in benefit for income taxes for the nine months ended September 30, 2023, was primarily driven by discrete tax benefits recorded related to the release of a $13.9 million valuation allowance and the resolution of a $3.2 million previously reserved foreign income tax matter, partially offset by the tax impact on higher income compared to the prior year.

During the nine months ended September 30, 2022, a discrete tax benefit was recorded related to the release of a $12.1 million uncertain tax position related to U.S. Federal tax planning strategies.

The Company’s unrecognized tax benefits, excluding interest and penalties, were $9.2 million and $9.1 million as of September 30, 2023, and December 31, 2022, respectively.

14. Net Income Per Common Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Basic weighted average common shares outstanding		35,080,037		35,181,262		35,095,211		35,199,221
Effect of dilutive securities - equity compensation awards		707,667		192,932		741,461		271,080
Diluted weighted average common shares outstanding		35,787,704		35,374,194		35,836,672		35,470,301

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 427,025 and 435,025 common shares were excluded from the diluted weighted average common shares outstanding for the three and nine months ended September 30, 2023, respectively. Anti-dilutive equity instruments of 1,183,503 and 988,832 common shares were excluded from the diluted weighted average common shares outstanding for the three and nine months ended September 30, 2022, respectively.

No cash dividends were declared or paid during the three and nine months ended September 30, 2023 and 2022.

15. Equity

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

As of September 30, 2023, the Company has $2.1 million remaining under an authorization from the Board of Directors to purchase up to $30.0 million of the Company's common stock at management's discretion. During the nine months ended September 30, 2023, the Company repurchased 320,984 shares of the Company's common stock for $5.5 million under this authorization.

On October 31, 2023, the Board of Directors approved a new authorization to purchase up to $35.0 million of the Company's common stock at management's discretion, replacing the previously authorized but unused amount from the prior share repurchase authorization.

As of September 30, 2023, the Company’s operations in Russia have been substantially curtailed. As a result, for the nine months ended September 30, 2023, the Company released $9.3 million of non-cash foreign currency translation adjustments recorded in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets to other income (expense) –

net in the Condensed Consolidated Statement of Operations. The results of the Company’s Russian operations continue to be included in its consolidated results in accordance with ASC 810, “Consolidation.”

A reconciliation of the changes in accumulated other comprehensive income (loss), net of income tax, by component for the three months ended September 30, 2023 and 2022 are summarized as follows:


	Cash Flow Hedges			Pension & Postretirement			Foreign Currency Translation			Total
Balance as of June 30, 2022	$	(2.3	)	$	(32.7	)	$	(96.1	)	$	(131.1	)
Other comprehensive loss before reclassifications		(3.5	)		(0.2	)		(25.6	)		(29.3	)
Amounts reclassified from accumulated other comprehensive loss		2.7			0.5			—			3.2
Net other comprehensive income (loss)		(0.8	)		0.3			(25.6	)		(26.1	)
Balance as of September 30, 2022	$	(3.1	)	$	(32.4	)	$	(121.7	)	$	(157.2	)

Balance as of June 30, 2023	$	(0.4	)	$	(17.2	)	$	(84.3	)	$	(101.9	)
Other comprehensive loss before reclassifications		(5.2	)		(1.1	)		(14.1	)		(20.4	)
Amounts reclassified from accumulated other comprehensive loss		0.6			0.8			—			1.4
Net other comprehensive loss		(4.6	)		(0.3	)		(14.1	)		(19.0	)
Balance as of September 30, 2023	$	(5.0	)	$	(17.5	)	$	(98.4	)	$	(120.9	)

A reconciliation of the changes in accumulated other comprehensive income (loss), net of income tax, by component for the nine months ended September 30, 2023 and 2022 are summarized as follows:


	Cash Flow Hedges			Pension & Postretirement			Foreign Currency Translation			Total
Balance as of December 31, 2021	$	—		$	(32.3	)	$	(70.1	)	$	(102.4	)
Other comprehensive loss before reclassifications		(7.4	)		(1.4	)		(51.6	)		(60.4	)
Amounts reclassified from accumulated other comprehensive loss		4.3			1.3			—			5.6
Net other comprehensive loss		(3.1	)		(0.1	)		(51.6	)		(54.8	)
Balance as of September 30, 2022	$	(3.1	)	$	(32.4	)	$	(121.7	)	$	(157.2	)

Balance as of December 31, 2022	$	5.4		$	(15.3	)	$	(98.0	)	$	(107.9	)
Other comprehensive loss before reclassifications		(5.8	)		(4.4	)		(9.7	)		(19.9	)
Amounts reclassified from accumulated other comprehensive loss		(4.6	)		2.2			9.3			6.9
Net other comprehensive loss		(10.4	)		(2.2	)		(0.4	)		(13.0	)
Balance as of September 30, 2023	$	(5.0	)	$	(17.5	)	$	(98.4	)	$	(120.9	)

A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for the three and nine months ended September 30, 2023 and 2022 are summarized as follows:


	Amount Reclassified from Accumulated Other Comprehensive Loss
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022				Recognized Location
Gains (losses) on cash flow hedges
FX Forward Contracts	$	(0.6	)	$	(2.7	)	$	4.6		$	(4.3	)		Cost of sales
Total before income taxes		(0.6	)		(2.7	)		4.6			(4.3	)
Provision for income taxes		—			—			—			—
Total, net of income taxes	$	(0.6	)	$	(2.7	)	$	4.6		$	(4.3	)

Amortization of pension and postretirement items
Actuarial losses	$	(0.8	)	$	(0.8	)	$	(2.2	)	$	(2.3	)	(a)	Other income (expense) - net
Amortization of prior service cost		—			0.3			—			1.0		(a)	Other income (expense) - net
Total before income taxes		(0.8	)		(0.5	)		(2.2	)		(1.3	)
Provision for income taxes		—			—			—			—
Total, net of income taxes	$	(0.8	)	$	(0.5	)	$	(2.2	)	$	(1.3	)

Foreign currency translation
Losses on foreign currency translation	$	—		$	—		$	(9.3	)	$	—			Other income (expense) - net
Total before income taxes		—			—			(9.3	)		—
Provision for income taxes		—			—			—			—
Total, net of income taxes	$	—		$	—		$	(9.3	)	$	—

Total reclassifications for the period, net of income taxes	$	(1.4	)	$	(3.2	)	$	(6.9	)	$	(5.6	)

(a)

These accumulated other comprehensive loss components are components of net periodic pension cost (see Note 20, “Employee Benefit Plans,” for additional information).

16. 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 2023 is included in the Company’s 2022 Annual Report on Form 10-K. The total number of shares of the Company’s common stock available for awards under the Company’s 2013 Omnibus Incentive Plan is 7,477,395 shares. The total number of shares of the Company’s common stock available for issuance as of September 30, 2023 is 3,279,119 shares.

Stock-based compensation expense was $2.4 million and $1.5 million for the three months ended September 30, 2023 and 2022, respectively. Stock-based compensation was $7.8 million and $5.6 million for the nine months ended September 30, 2023 and 2022, respectively. The Company reports stock-based compensation expense within engineering, selling, and administrative expenses in the Condensed Consolidated Statements of Operations. The Company recognizes stock-based compensation expense over the award’s vesting period, subject to retirement, death or disability provisions of the 2013 Omnibus Incentive Plan.

The Company granted 11,849 and 13,476 restricted stock units during the three months ended September 30, 2023 and 2022, respectively. The Company granted 512,132 and 413,028 restricted stock units, inclusive of 77,576 and 56,640 director awards, during the nine months ended September 30, 2023 and 2022, respectively. The restricted stock units granted to employees vest in three annual increments over a three-year period beginning on the grant date and director awards vest immediately on the grant date.

No performance share units were issued by the Company to employees during the three months ended September 30, 2023 and 2022, respectively. A total of 316,022 and 198,334 performance share units were issued by the Company to employees during the nine months ended September 30, 2023 and 2022, respectively. Performance share units vest after three years and are earned based on the extent to which performance goals are met over the applicable performance period. The performance goals and the applicable performance period vary for each grant year.

The performance goals for the performance share units granted in 2023 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 2023 to 2025 and 40% on cumulative non-new machine sales from January 1, 2023 through December 31, 2025. The Company defines non-new machine sales as parts sales, used crane sales, rental revenue, service revenue and other revenue. The 2023 performance share units include a +/-20% modifier weighted on total shareholder return relative to a defined peer group of companies during the three-year performance period, not to exceed 200% of target shares granted.

The performance goals for the performance share units granted in 2022 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 2022 to 2024 and 40% on non-new machine sales for the year ending December 31, 2024. The 2022 performance share units include a +/-20% modifier weighted on total shareholder return relative to a defined peer group of companies during the three-year performance period, not to exceed 200% of target shares granted.

17. Segments

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the Chief Executive Officer, 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 three reportable segments: Americas, EURAF, and MEAP. The Company aggregates certain of its operating segments into reportable segments.

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

The following table shows information by reportable segment for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023		2022
Net Sales
Americas	$	276.8		$	238.5		$	860.6	$	680.6
EURAF		150.6			160.3			514.6		548.5
MEAP		93.5			55.9			256.8		181.8
Total	$	520.9		$	454.7		$	1,632.0	$	1,410.9
Segment Operating Income (Loss)
Americas	$	23.5		$	22.2		$	81.6	$	46.4
EURAF		(7.7	)		(14.2	)		2.3		(2.2	)
MEAP		12.7			7.5			40.3		28.6
Total	$	28.5		$	15.5		$	124.2	$	72.8
Depreciation
Americas	$	7.1		$	8.6		$	21.7	$	27.6
EURAF		5.6			4.8			16.4		14.8
MEAP		0.4			0.4			1.6		1.7
Corporate		0.6			0.7			2.1		2.1
Total	$	13.7		$	14.5		$	41.8	$	46.2
Capital Expenditures
Americas	$	16.8		$	8.1		$	40.2	$	13.3
EURAF		6.5			6.5			18.4		16.9
MEAP		0.3			0.4			1.3		1.6
Corporate		—			—			—		—
Total	$	23.6		$	15.0		$	59.9	$	31.8

A reconciliation of the Company’s segment operating income to operating income in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 are summarized as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Segment operating income	$	28.5		$	15.5		$	124.2		$	72.8
Unallocated corporate expenses		(10.5	)		(7.9	)		(41.5	)		(29.3	)
Unallocated restructuring expense		—			—			(0.1	)		—
Total operating income	$	18.0		$	7.6		$	82.6		$	43.5

Net sales by geographic area for the three and nine months ended September 30, 2023 and 2022 are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
United States	$	245.2	$	218.8	$	729.9	$	610.0
Europe		141.0		157.7		493.4		532.8
Other		134.7		78.2		408.7		268.1
Total net sales	$	520.9	$	454.7	$	1,632.0	$	1,410.9

New machine and non-new machines sales for the three and nine months ended September 30, 2023 and 2022 are summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
New machine sales	$	366.2	$	327.1	$	1,175.1	$	1,014.8
Non-new machine sales		154.7		127.6		456.9		396.1
Total net sales	$	520.9	$	454.7	$	1,632.0	$	1,410.9

18. Commitments and Contingencies

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

As of September 30, 2023, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these lawsuits are insured with self-insurance retention levels. The Company’s self-insurance retention levels vary by business and have fluctuated over the last 10 years. As of September 30, 2023, the highest self-insured retention level for new occurrences currently maintained by the Company is $3.0 million per occurrence and applies to product liability claims arising in North America.

As of September 30, 2023, current and long-term product liability reserves were $11.3 million and $6.1 million, respectively. As of December 31, 2022, current and long-term product liability reserves were $9.4 million and zero, respectively. Current product liability reserves are included within other liabilities and long-term product liability reserves are included within other non-current liabilities in the Condensed Consolidated Balance Sheets. These amounts are not reduced for insurance recoveries for claims above the Company's self-insured retention level. As of September 30, 2023 and December 31, 2022, the Company had $3.9 million and zero, respectively, of estimated insurance recoveries included in other current assets in the Condensed Consolidated Balance Sheets.

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

As of September 30, 2023 and December 31, 2022, the Company had reserves of $55.3 million and $58.0 million, respectively, for warranty and other related claims included in product warranties and other non-current liabilities in the Condensed Consolidated Balance Sheets. Certain of these warranty and other related claims involve matters in dispute that ultimately are resolved by negotiation, arbitration, or litigation. See Note 19, “Guarantees,” for further information.

It is reasonably possible that the estimates for warranty and other related claims, product liability, asbestos-related claims, and other various legal matters may change based upon new information that may arise or matters that are beyond the scope of the Company’s historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes. The ultimate resolution of these matters, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

In July 2017, the Company received an Information Request from the United States Environmental Protection Agency (“U.S. EPA”) relating to the sales of cranes manufactured between January 1, 2014 and July 31, 2017 and the Company’s related participation in the Transition Program for Equipment Manufacturers (the “TPEM” program). The TPEM program allowed equipment manufacturers to delay installing engines meeting Tier 4 final emission standards in their products, subject to certain percentage allowance restrictions. The Company has provided, and continues to provide, information to the U.S. EPA and the U.S. Department of Justice (“U.S. DOJ”) on the approximately 1,420 engines included in the Company’s cranes relating to the TPEM program and other certification matters. The Company is engaged in confidential discussions with the U.S. EPA and U.S. DOJ with respect to these matters.

Based on management's current assessment of the facts underlying these matters, the Company recorded an additional charge of $10.8 million during the nine months ended September 30, 2023. The total recorded estimated liability in the Company's Condensed Consolidated Balance Sheets is $25.7 million and $14.9 million as of September 30, 2023 and December 31, 2022, respectively. Other than the foregoing, the Company is unable to provide further meaningful quantification as to the final resolution of these matters. However, the Company calculated the statutory maximum penalties under the Clean Air Act to be approximately $174.0 million. The Company believes it has strong legal and factual defenses and will vigorously defend any allegations of noncompliance and the factors that could apply in the assessment of any civil penalty. Final resolution of these matters may have a material impact on the Company’s financial condition, results of operations or cash flows.

19. Guarantees

The Company periodically enters into transactions with customers that provide for buyback commitments. The Company evaluates each agreement at inception to determine if the customer has a significant economic incentive to exercise the buyback option. If it is determined that the customer has a significant economic incentive to exercise that right, the revenue is deferred

and the agreement is accounted for as a lease in accordance with ASC Topic 842 – “Leases” (“Topic 842”). If it is determined that the customer does not have a significant economic incentive to exercise that right, then revenue is recognized when control of the product is transferred to the customer. The revenue deferred related to buyback obligations accounted for under Topic 842 included in other current and non-current liabilities as of September 30, 2023 and December 31, 2022 was $26.2 million and $27.3 million, respectively. The total amount of buyback commitments given by the Company and outstanding as of September 30, 2023 and December 31, 2022 was $40.7 million and $42.5 million, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes. The buyback commitments expire at various times through 2032. The Company also has various loss guarantees with maximum liabilities of $12.7 million and $15.0 million as of September 30, 2023 and December 31, 2022, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the cranes securing the related guarantees.

In the normal course of business, the Company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranties generally provide that products will be free from defects for periods ranging from 12 months to 60 months. In addition, the Company may incur other warranty related costs outside of its standard warranty period. Costs for other warranty-related work are recorded in the period a loss is probable and can be reasonably estimated. Below is a table summarizing the warranty and other warranty related work for the three and nine months ended September 30, 2023 and 2022.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Balance at beginning of period	$	53.7		$	57.2		$	58.0		$	60.2
Adjustments to accruals for warranties		9.2			8.5			20.2			20.3
Settlements made (in cash or in kind) during the period		(6.9	)		(7.3	)		(22.5	)		(20.1	)
Currency translation		(0.7	)		(1.8	)		(0.4	)		(3.8	)
Balance at end of period	$	55.3		$	56.6		$	55.3		$	56.6

Included in the warranty balance as of September 30, 2023 and December 31, 2022 is $7.8 million and $9.2 million, respectively, of long-term warranty which is recorded in other non-current liabilities in the Condensed Consolidated Balance Sheets.

The revenue deferred related to extended warranty periods included in other current and non-current liabilities as of September 30, 2023 and December 31, 2022 was $6.5 million and $6.6 million, respectively.

20. 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 periodic benefit cost for the three and nine months ended September 30, 2023 and 2022 are summarized as follows:


	Three Months Ended September 30, 2023									Three Months Ended September 30, 2022
							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 the period	$	—		$	0.3		$	0.1		$	—		$	0.4		$	—
Interest cost of projected benefit obligations		1.4			0.6			0.1			0.8			0.5			—
Expected return on plan assets		(1.0	)		(0.4	)		—			(1.3	)		(0.4	)		—
Amortization of prior service cost		—			—			—			—			—			(0.3	)
Amortization of actuarial net (gain) loss		0.7			0.4			(0.3	)		0.5			0.4			(0.1	)
Net periodic benefit cost (income)	$	1.1		$	0.9		$	(0.1	)	$	—		$	0.9		$	(0.4	)


	Nine Months Ended September 30, 2023									Nine Months Ended September 30, 2022
							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 the period	$	—		$	0.9		$	0.1		$	—		$	1.3		$	0.1
Interest cost of projected benefit obligations		4.2			1.9			0.3			2.4			1.2			0.1
Expected return on plan assets		(2.9	)		(1.2	)		—			(3.9	)		(1.0	)		—
Amortization of prior service cost		—			—			—			—			—			(1.0	)
Amortization of actuarial net (gain) loss		1.9			1.2			(0.9	)		1.5			1.2			(0.4	)
Net periodic benefit cost (income)	$	3.2		$	2.8		$	(0.5	)	$	—		$	2.7		$	(1.2	)

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

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, 2022, 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 Conditions 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:

•

Macroeconomic conditions, including inflation, rising interest rates, recessionary concerns and distress in global credit markets, as well as ongoing global supply chain constraints, labor availability and cost pressures such as changes in raw material and commodity costs, and logistics constraints, have had, and may continue to have, a negative impact on Manitowoc’s business, financial condition, cash flows, and results of operations (including future uncertain impacts);

•

actions of competitors;

•

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

•

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

•

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 including changes in government approval and funding of projects;

•

failure to comply with regulatory requirements related to the products the Company sells;

•

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

•

impairment of goodwill and/or intangible assets;

•

changes in revenues, margins and costs;

•

the ability to increase operational efficiencies across Manitowoc and to capitalize on those efficiencies;

•

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

•

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

•

the ability to convert backlog, orders and order activity into sales and the timing of those sales;

•

the Company’s ability to attract and retain qualified personnel;

•

changes in the capital and financial markets;

•

the ability to complete and appropriately integrate acquisitions, strategic alliances, joint ventures or other significant transactions;

•

issues associated with the availability and viability of suppliers;

•

the ability to significantly improve profitability;

•

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

•

the ability to focus on customers, new technologies and innovation;

•

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

•

the replacement cycle of technologically obsolete products;

•

risks associated with high debt leverage;

•

foreign currency fluctuation and its impact on reported results;

•

the ability of Manitowoc's customers to receive financing;

•

risks associated with data security and technological systems and protections;

•

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

•

risks associated with manufacturing or design defects;

•

natural disasters, other weather events, epidemics, pandemics, and other public health crises disrupting commerce in one or more regions of the world;

•

issues relating to the ability to timely and effectively execute on manufacturing strategies, general efficiencies and capacity utilization of the Company’s facilities;

•

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

•

issues associated with the quality of materials, components and products sourced from third parties and the ability to successfully resolve those issues;

•

issues related to workforce reductions and potential subsequent rehiring;

•

changes in laws throughout the world, including governmental regulations on climate change;

•

the inability to defend against potential infringement claims on intellectual property rights;

•

the ability to sell products through distributors and other third parties;

•

issues affecting the effective tax rate for the year;

•

acts of terrorism; and

•

other risk factors detailed in Manitowoc's 2022 Annual Report on Form 10-K, as such may be amended or supplemented in Manitowoc’s subsequently filed Quarterly Reports on 10-Q (including this report), and its other filings with the United States Securities and Exchange Commission.

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.

Current Events

Supply Chain, Labor and Logistics Challenges

The Company continues to actively monitor global supply chain, labor and logistics constraints which had a negative impact on the Company's ability to timely source parts and complete and ship units for the three and nine months ended September 30, 2023. While the Company has experienced some relief of the supply chain and logistics constraints, supply chains for certain key components remain distressed. The Company continues to actively monitor and manage supply chain constraints through alternative sourcing of parts and adapting production to limit waste and inefficiencies in the facilities. Continuing or worsening supply chain, labor and logistics constraints may have a material adverse impact on the Company's financial condition, results of operations or cash flows.

Curtailment of Operations in Russia

As of September 30, 2023, the Company's operations in Russia have been substantially curtailed. As a result, for the nine months ended September 30, 2023, the Company released $9.3 million of non-cash foreign currency translation adjustments recorded in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets to other expense – net in the Condensed Consolidated Statement of Operations. The Company does not anticipate material future charges related to the curtailment of operations in Russia.

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 17, “Segments,” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.


	Three Months Ended September 30,												Nine Months Ended September 30,
	2023			2022			Dollar Change			Percentage Change			2023		2022			Dollar Change			Percentage Change
Net Sales
Americas	$	276.8		$	238.5		$	38.3			16.1	%	$	860.6	$	680.6		$	180.0			26.4	%
EURAF		150.6			160.3			(9.7	)		(6.1	)%		514.6		548.5			(33.9	)		(6.2	)%
MEAP		93.5			55.9			37.6			67.3	%		256.8		181.8			75.0			41.3	%

Segment Operating Income (Loss)
Americas	$	23.5		$	22.2		$	1.3			5.9	%	$	81.6	$	46.4		$	35.2			75.9	%
EURAF		(7.7	)		(14.2	)		6.5			45.8	%		2.3		(2.2	)		4.5		*
MEAP		12.7			7.5			5.2			69.3	%		40.3		28.6			11.7			40.9	%
*Measure not meaningful

Americas

Americas segment net sales increased 16.1% for the three months ended September 30, 2023 to $276.8 million from $238.5 million for the same period in 2022. The increase was primarily attributable to higher new machine sales as a result of a higher shippable backlog entering the quarter, higher non-new machine sales and pricing actions.

Americas segment operating income increased $1.3 million for the three months ended September 30, 2023 to $23.5 million from $22.2 million for the same period in 2022. The increase was primarily due to the higher net sales, partially offset by unfavorable product mix and higher labor costs in engineering, selling and administrative expenses.

Americas segment net sales increased 26.4% for the nine months ended September 30, 2023 to $860.6 million from $680.6 million for the same period in 2022. The increase was primarily attributable to higher new machine sales as a result of a higher shippable backlog entering the year, higher non-new machine sales and pricing actions.

Americas segment operating income increased $35.2 million for the nine months ended September 30, 2023 to $81.6 million from $46.4 million for the same period in 2022. The increase was primarily due to the higher net sales and favorable product mix. This was partially offset by charges for certain product-related lawsuits, higher material costs and higher labor costs in engineering, selling and administrative expenses.

EURAF

EURAF segment net sales decreased 6.1% for the three months ended September 30, 2023 to $150.6 million from $160.3 million for the same period in 2022. The decrease was primarily attributable to lower new machine sales, partially offset by pricing actions and higher non-new machine sales. Segment net sales was favorably impacted by $11.3 million from changes in foreign currency exchange rates.

EURAF segment operating loss decreased $6.5 million for the three months ended September 30, 2023 to $7.7 million from $14.2 million for the same period in 2022. The decrease was primarily attributable to favorable pricing actions, higher non-new machine sales and lower material and transportation costs, partially offset by higher labor costs in engineering, selling and administrative expenses and lower new machine sales. Segment operating income was unfavorably impacted by $0.4 million from changes in foreign currency exchange rates.

EURAF segment net sales decreased 6.2% for the nine months ended September 30, 2023 to $514.6 million from $548.5 million for the same period in 2022. The decrease was primarily attributable to lower new machine sales, partially offset by pricing actions and higher non-new machine sales. Segment net sales was favorably impacted by $7.3 million from changes in foreign currency exchange rates.

EURAF segment operating income increased $4.5 million for the nine months ended September 30, 2023 to $2.3 million from an operating loss of $2.2 million for the same period in 2022. The increase was primarily attributable to favorable pricing actions, higher non-new machine sales and lower material and transportation costs. This was partially offset by lower new machine sales. Segment operating income was unfavorably impacted by $0.2 million from changes in foreign currency exchange rates.

MEAP

MEAP segment net sales increased 67.3% for the three months ended September 30, 2023 to $93.5 million from $55.9 million for the same period in 2022. The increase was primarily attributable to higher new and non-new machine sales. Segment net sales was favorably impacted by $3.0 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $5.2 million for the three months ended September 30, 2023 to $12.7 million from $7.5 million for the same period in 2022. The increase was primarily attributable to the higher net sales and favorable product mix, partially offset by higher labor costs in engineering, selling and administrative expenses. Segment operating income was favorably impacted by $0.5 million from changes in foreign currency exchange rates.

MEAP segment net sales increased 41.3% for the nine months ended September 30, 2023 to $256.8 million from $181.8 million for the same period in 2022. The increase was primarily attributable to higher new and non-new machine sales. Segment net sales was unfavorably impacted by $1.2 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $11.7 million for the nine months ended September 30, 2023 to $40.3 million from $28.6 million for the same period in 2022. The increase was primarily attributable to the higher net sales and favorable product mix. This was partially offset by higher labor costs in engineering, selling and administrative expenses and $4.8 million of income recorded in the prior year related to the partial recovery of the previously written-off long-term note receivable from the 2014 divestiture of the Company’s Chinese joint venture.

Results of Operations For The Three and Nine Months Ended September 30, 2023 and 2022:


	Three Months Ended September 30,									Nine Months Ended September 30,
	2023			2022			Percentage Change			2023			2022			Percentage Change
Orders	$	531.2		$	472.0			12.5	%	$	1,606.5		$	1,387.6			15.8	%
Backlog		1,028.1			943.4			9.0	%		1,028.1			943.4			9.0	%
Net sales		520.9			454.7			14.6	%		1,632.0			1,410.9			15.7	%
Gross profit		96.8			74.3			30.3	%		326.1			248.0			31.5	%
Gross profit %		18.6	%		16.3	%					20.0	%		17.6	%
Engineering, selling and administrative expenses		77.4		65.8				17.6	%		240.1			201.6			19.1	%
Interest expense		8.4			8.0			5.0	%		25.5			23.3			9.4	%
Other income (expense) - net		1.1			2.7			(59.3	)%		(10.0	)		0.4		*
Benefit for income taxes		-			(0.3	)		(100.0	)%		(1.0	)		(0.9	)		11.1	%
*Measure not meaningful

Orders and Backlog

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 is fixed or has a floor has been received but has not been recognized in net sales. 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. We believe this information is useful to investors to provide an indication of our future revenues.

Orders for the three months ended September 30, 2023 increased 12.5% to $531.2 million from $472.0 million for the same period in 2022. The increase was primarily attributable to higher demand in the Company’s EURAF and MEAP segments. Orders were favorably impacted by $13.5 million from changes in foreign currency exchange rates.

Orders for the nine months ended September 30, 2023 increased 15.8% to $1,606.5 million from $1,387.6 million for the same period in 2022. The increase was primarily attributable to higher demand in all the Company’s segments. Orders were favorably impacted by $9.0 million from changes in foreign currency exchange rates.

As of September 30, 2023, total backlog was $1,028.1 million, a 2.6% decrease from the December 31, 2022 backlog of $1,056.0 million, and a 9.0% increase from the September 30, 2022 backlog of $943.4 million. The decrease in backlog from December 31, 2022, was primarily attributable to higher shipments as a result of improving supply chain conditions. Backlog was unfavorably impacted by $3.9 million and favorably by $21.7 million from changes in foreign currency exchange rates from December 31, 2022 and September 30, 2022, respectively.

Net Sales

Consolidated net sales for the three months ended September 30, 2023 increased 14.6% to $520.9 million from $454.7 million in the same period in 2022. The increase was primarily attributable to higher new and non-new machine sales in the Americas and MEAP segments and global pricing actions. This was partially offset by lower new machine sales in the EURAF segment. Net sales were favorably impacted by $14.5 million from changes in foreign currency exchange rates.

Consolidated net sales for the nine months ended September 30, 2023 increased 15.7% to $1,632.0 million from $1,410.9 million for the same period in 2022. The increase was primarily attributable to higher new and non-new machine sales in the Americas and MEAP segments and global pricing actions. This was partially offset by lower new machine sales in the EURAF segment. Net sales were favorably impacted by $6.4 million from changes in foreign currency exchange rates.

Gross Profit

Gross profit for the three months ended September 30, 2023 was $96.8 million, an increase of $22.5 million compared to $74.3 million for the same period in 2022. The increase was primarily attributable to the higher net sales and lower material and transportation costs. Gross profit was favorably impacted by $2.1 million from changes in foreign currency exchange rates.

Gross profit percentage increased in the three months ended September 30, 2023 to 18.6% from 16.3% for the same period in 2022 primarily due to the higher net sales, pricing actions and lower material and transportation costs.

Gross profit for the nine months ended September 30, 2023 was $326.1 million, an increase of $78.1 million compared to $248.0 million for the same period in 2022. The increase was primarily attributable to the higher net sales and lower material and transportation costs. Gross profit was favorably impacted by $0.5 million from changes in foreign currency exchange rates.

Gross profit percentage increased during the nine months ended September 30, 2023 to 20.0% from 17.6% for the same period in 2022 primarily due to the higher net sales, favorable pricing actions and lower material and transportation costs.

Engineering, Selling, and Administrative Expenses

Engineering, selling, and administrative expenses increased 17.6% to $77.4 million for the three months ended September 30, 2023 compared to $65.8 million for the same period in 2022. The increase was primarily attributable to higher employee-related costs. Engineering, selling, and administrative expenses were unfavorably impacted by $2.1 million from changes in foreign currency exchange rates.

Engineering, selling and administrative expenses increased 19.1% to $240.1 million for the nine months ended September 30, 2023 compared to $201.6 million for the same period in 2022. The increase was primarily attributable to a $10.8 million charge related to a legal matter with the U.S. EPA, higher employee related costs and $4.8 million of benefit recorded in the prior year from the partial recovery of the previously written-off long-term note receivable from the 2014 divestiture of the Company's

Chinese joint venture. Engineering, selling and administrative expenses were unfavorably impacted by $1.0 million from changes in foreign currency exchange rates.

Interest Expense

Interest expense for the three months ended September 30, 2023 was $8.4 million compared to $8.0 million for the same period in 2022. Interest expense increased year-over-year primarily due to higher interest rates on borrowings from the Company's ABL revolving credit facility. See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.

Interest expense for the nine months ended September 30, 2023 was $25.5 million compared to $23.3 million for the same period in 2022. Interest expense increased year-over-year primarily due to higher interest rates on borrowings from the Company's ABL revolving credit facility. See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.

Other Income (Expense) - Net

Other income (expense) - net was $1.1 million of income during the three months ended September 30, 2023 and $2.7 million for the same period in 2022. Other income (expense) – net during the three months ended September 30, 2023 was primarily composed of $3.0 million of net foreign currency transaction gains. This was partially offset by $1.5 million of pension benefit and postretirement health costs. Other income (expense) – net during the three months ended September 30, 2022 was primarily composed of $3.1 million of net foreign currency gain.

Other income (expense) - net was $10.0 million of expense during the nine months ended September 30, 2023 and $0.4 million of income for the same period in 2022. Other income (expense) – net during the nine months ended September 30, 2023 was primarily composed of a $9.3 million non-cash write-off of foreign currency translation adjustments related to the curtailment of operations in Russia and $4.5 million of pension benefit and postretirement health costs. This was partially offset by $4.8 million of net foreign currency transaction gains. Other income (expense) – net during the nine months ended September 30, 2022 was primarily composed of a $0.9 million gain on disposal of property, plant and equipment, partially offset by $0.5 million charge related to non-capitalizable one-time legal and debt related costs.

Benefit for Income Taxes

For the nine months ended September 30, 2023 and 2022, the Company recorded a benefit for income taxes of $1.0 million and $0.9 million, respectively. The year-over-year increase in benefit for income taxes for the nine months ended September 30, 2023, was primarily driven by discrete tax benefits recorded related to the release of a $13.9 million valuation allowance and the resolution of a $3.2 million previously reserved foreign income tax matter, partially offset by the tax impact on higher income compared to the prior year. During the nine months ended September 30, 2022, a discrete tax benefit was recorded related to the release of a $12.1 million uncertain tax position related to U.S. Federal tax planning strategies.

Financial Condition

Cash Flows

A summary of cash flows for the nine months ended September 30, 2023 and 2022 are as follows:


	Nine Months Ended September 30,
	2023			2022			Dollar Change
Net cash provided by (used for) operating activities	$	23.2		$	(0.5	)	$	23.7
Net cash used for investing activities		(54.6	)		(28.0	)		(26.6	)
Net cash provided by (used for) financing activities		7.4			(3.7	)		11.1
Cash and cash equivalents		40.0			42.6			(2.6	)

Cash Flows From Operating Activities

Cash flows provided by operating activities of $23.2 million for the nine months ended September 30, 2023 increased $23.7 million from cash used for operating activities of $0.5 million for the same period in 2022. The increase in net cash provided by operating activities was due to higher net income adjusted for non-cash items. This was partially offset by higher working capital driven by an increase in inventory due to cost inflation, logistics constraints and increased stocking of inventory due to higher demand.

Cash Flows From Investing Activities

Net cash used for investing activities of $54.6 million for the nine months ended September 30, 2023 increased $26.6 million from $28.0 million for the same period in 2022. The increase in net cash used for investing activities was primarily due to $28.1 million of higher capital expenditures and $2.3 million of cash receipts in the prior year related to the finalization of the purchase price for the acquisition of the crane business of H&E. This was partially offset by $3.8 million of higher proceeds from the sale of property, plant and equipment as compared to the prior year.

Cash Flows From Financing Activities

Net cash provided by financing activities of $7.4 million for the nine months ended September 30, 2023 increased $11.1 million from cash used for financing activities of $3.7 million for the same period in 2022. The increase in net cash provided by financing activities was primarily due to a $23.6 million borrowing on the Company's overdraft facilities, offset by $1.0 million of other debt activity. This was partially offset by $10.0 million of net payments on the revolving credit facility and $3.6 million of higher common stock repurchases as compared to the prior year.

Liquidity and Capital Resources

The Company’s liquidity position as of September 30, 2023, December 31, 2022 and September 30, 2022 is summarized as follows:


	September 30, 2023			December 31, 2022			September 30, 2022
Cash and cash equivalents	$	40.0		$	64.4		$	42.6
Revolver borrowing capacity		275.0			275.0			275.0
Other debt availability		42.2			43.8			41.2
Less: Borrowings on revolver		(70.0	)		(80.0	)		(104.0	)
Less: Borrowings on other debt		(27.7	)		(4.3	)		(6.4	)
Less: Outstanding letters of credit		(3.2	)		(3.0	)		(3.0	)
Total liquidity	$	256.3		$	295.9		$	245.4

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, 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 $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable, and certain fixed assets of the Loan Parties. The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes and the related guarantees. The ABL Revolving Credit Facility has a term of 5 years 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 the ABL Revolving Credit Facility.

In addition to the ABL Revolving Credit Facility, the Company has access to non-committed overdraft facilities in Europe and a committed facility in China to fund working capital. There are six facilities, of which five facilities are denominated in Euros totaling €36.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of September 30, 2023 for the six overdraft facilities is $42.2 million, with $27.7 million outstanding.

Debt

Outstanding debt as of September 30, 2023 and December 31, 2022 is summarized as follows:


	September 30, 2023			December 31, 2022
Borrowings under senior secured asset based revolving credit facility	$	70.0		$	80.0
Senior secured second lien notes due 2026		300.0			300.0
Other debt		30.6			8.0
Deferred financing costs		(1.8	)		(2.4	)
Total debt		398.8			385.6
Short-term borrowings and current portion of long-term debt		(30.3	)		(6.1	)
Long-term debt	$	368.5		$	379.5

Both the ABL Revolving Credit Facility and 2026 Notes include customary covenants and events of default. Refer to Note 11, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of covenants for the ABL Revolving Credit Facility and 2026 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months. From time to time, the Company seeks to opportunistically raise capital in the debt capital markets and bank credit markets.

Non-GAAP Measures

The Company uses EBITDA, adjusted EBITDA, 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 of operations 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.

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, 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 nine months ended September 30, 2023 and 2022 and trailing twelve months is summarized as follows.



	Three Months Ended September 30,						Nine Months Ended September 30,						Trailing Twelve
	2023			2022			2023			2022			Months
Net income (loss)	$	10.4		$	2.3		$	47.1		$	20.5		$	(97.0	)
Interest expense and amortization of deferred financing fees		8.7			8.3			26.5			24.3			35.2
Provision (benefit) for income taxes		—			(0.3	)		(1.0	)		(0.9	)		3.3
Depreciation expense		13.7			14.5			41.8			46.2			56.2
Amortization of intangible assets		0.7			0.8			2.4			2.4			3.1
EBITDA		33.5			25.6			116.8			92.5			0.8
Restructuring expense		0.7			0.1			1.0			0.5			2.0
Asset impairment expense (1)		—			—			—			—			171.9
Other non-recurring items - net (2)		0.2			1.0			11.0			(1.0	)		11.0
Other (income) expense - net (3)		(1.1	)		(2.7	)		10.0			(0.4	)		4.6
Adjusted EBITDA	$	33.3		$	24.0		$	138.8		$	91.6		$	190.3

Adjusted EBITDA margin percentage		6.4	%		5.3	%		8.5	%		6.5	%		8.4	%

(1)

The adjustment for the trailing twelve months represents non-cash goodwill and indefinite-lived intangible asset impairment charges.

(2)

Other non-recurring items - net for the three months ended September 30, 2023 relate to $0.2 million of one-time costs. Other non-recurring items - net for the nine months ended and trailing twelve months ended September 30, 2023 relate to $10.8 million of costs associated with a legal matter with the U.S. EPA and $0.2 million of one-time costs. Other non-recurring items for the three months ended September 30, 2022 relate to $1.0 million of fair value step up

on rental fleet assets sold during the period that was expensed within cost of sales. Other non-recurring items - net for the nine months ended September 30, 2022 relate to $4.8 million of income from the partial recovery of the previously written off long-term note receivable from the 2014 divestiture of the Company's Chinese joint venture, partially offset by $3.0 million of fair value step up on rental fleet assets sold during the period that was expensed within cost of sales, $0.6 million of other one-time costs associated with the acquired business, and other one-time charges of $0.2 million.

(3)

Other expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, costs associated with legal matters, and other items in the three, nine, and trailing twelve months ended September 30, 2023 and the three and nine months ended September 30, 2022. Other expense – net for the nine and trailing twelve months ended September 30, 2023 includes a $9.3 million write-off of non-cash foreign currency translation adjustments from the curtailment of operations in Russia.

Free Cash Flows

Free cash flows is defined as net cash provided by (used for) operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash provided by (used for) operating activities to free cash flows for the three and nine months ended September 30, 2023 and 2022 is summarized as follows.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net cash provided by (used for) operating activities	$	26.3		$	(6.2	)	$	23.2		$	(0.5	)
Capital expenditures		(23.6	)		(15.0	)		(59.9	)		(31.8	)
Free cash flows	$	2.7		$	(21.2	)	$	(36.7	)	$	(32.3	)

Critical Accounting Policies

The Company's critical accounting policies have not materially changed since the 2022 Annual Report on Form 10-K was filed. Refer to the Critical Accounting Policies in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2022 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company’s market risk disclosures have not materially changed since the 2022 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, 2022.

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 discussions 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.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

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, 2022, which was filed with the Securities and Exchange Commission on February 24, 2023.

Item 5. Other Information

(c) During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits


Exhibit No.	Description	Filed/Furnished Herewith
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

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: November 2, 2023	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)