s

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

img164430303_0.jpg

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 June 30, 20222023

OR

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

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 June 30, 2022,2023, the registrant had 35,178,21735,045,446 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 six months ended June 30, 20222023 and 20212022

(Unaudited)

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

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net sales

 

$

497.2

 

 

$

463.6

 

 

$

956.2

 

 

$

817.9

 

 

$

602.8

 

 

$

497.2

 

 

$

1,111.1

 

 

$

956.2

 

Cost of sales

 

 

408.5

 

 

 

373.2

 

 

 

782.5

 

 

 

659.1

 

 

 

479.8

 

 

 

408.5

 

 

 

881.8

 

 

 

782.5

 

Gross profit

 

 

88.7

 

 

 

90.4

 

 

 

173.7

 

 

 

158.8

 

 

 

123.0

 

 

 

88.7

 

 

 

229.3

 

 

 

173.7

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineering, selling and administrative expenses

 

 

69.3

 

 

 

63.6

 

 

 

135.8

 

 

 

121.3

 

 

 

87.6

 

 

 

69.3

 

 

 

162.7

 

 

 

135.8

 

Amortization of intangible assets

 

 

0.8

 

 

 

0.1

 

 

 

1.6

 

 

 

0.2

 

 

 

0.7

 

 

 

0.8

 

 

 

1.7

 

 

 

1.6

 

Restructuring (income) expense

 

 

0.3

 

 

 

0

 

 

 

0.4

 

 

 

(0.1

)

Restructuring expense

 

 

0.3

 

 

 

0.3

 

 

 

0.3

 

 

 

0.4

 

Total operating costs and expenses

 

 

70.4

 

 

 

63.7

 

 

 

137.8

 

 

 

121.4

 

 

 

88.6

 

 

 

70.4

 

 

 

164.7

 

 

 

137.8

 

Operating income

 

 

18.3

 

 

 

26.7

 

 

 

35.9

 

 

 

37.4

 

 

 

34.4

 

 

 

18.3

 

 

 

64.6

 

 

 

35.9

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(7.9

)

 

 

(7.3

)

 

 

(15.3

)

 

 

(14.4

)

 

 

(9.0

)

 

 

(7.9

)

 

 

(17.1

)

 

 

(15.3

)

Amortization of deferred financing fees

 

 

(0.3

)

 

 

(0.3

)

 

 

(0.7

)

 

 

(0.7

)

 

 

(0.4

)

 

 

(0.3

)

 

 

(0.7

)

 

 

(0.7

)

Other income (expense) - net

 

 

(2.1

)

 

 

2.8

 

 

 

(2.3

)

 

 

0.7

 

Total other expense - net

 

 

(10.3

)

 

 

(4.8

)

 

 

(18.3

)

 

 

(14.4

)

Other expense - net

 

 

(10.0

)

 

 

(2.1

)

 

 

(11.1

)

 

 

(2.3

)

Total other expense

 

 

(19.4

)

 

 

(10.3

)

 

 

(28.9

)

 

 

(18.3

)

Income before income taxes

 

 

8.0

 

 

 

21.9

 

 

 

17.6

 

 

 

23.0

 

 

 

15.0

 

 

 

8.0

 

 

 

35.7

 

 

 

17.6

 

Provision (benefit) for income taxes

 

 

(7.1

)

 

 

4.0

 

 

 

(0.6

)

 

 

8.2

 

Benefit for income taxes

 

 

(5.2

)

 

 

(7.1

)

 

 

(1.0

)

 

 

(0.6

)

Net income

 

$

15.1

 

 

$

17.9

 

 

$

18.2

 

 

$

14.8

 

 

$

20.2

 

 

$

15.1

 

 

$

36.7

 

 

$

18.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 

 

 

Per Share Data and Share Amounts:

 

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.43

 

 

$

0.51

 

 

$

0.52

 

 

$

0.42

 

 

$

0.58

 

 

$

0.43

 

 

$

1.05

 

 

$

0.52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.42

 

 

$

0.50

 

 

$

0.51

 

 

$

0.42

 

 

$

0.57

 

 

$

0.42

 

 

$

1.03

 

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

35,283,969

 

 

 

34,903,657

 

 

 

35,208,349

 

 

 

34,856,950

 

 

 

35,084,580

 

 

 

35,283,969

 

 

 

35,102,924

 

 

 

35,208,349

 

Weighted average shares outstanding - diluted

 

 

35,550,942

 

 

 

35,602,042

 

 

 

35,564,882

 

 

 

35,460,779

 

 

 

35,650,143

 

 

 

35,550,942

 

 

 

35,766,952

 

 

 

35,564,882

 

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

2


THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

For the three and six months ended June 30, 20222023 and 20212022

(Unaudited)

($ in millions)

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net income

 

$

15.1

 

 

$

17.9

 

 

$

18.2

 

 

$

14.8

 

 

$

20.2

 

 

$

15.1

 

 

$

36.7

 

 

$

18.2

 

Other comprehensive loss,
net of income tax

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(2.1

)

 

 

(0.2

)

 

 

(2.3

)

 

 

(0.2

)

 

 

(2.5

)

 

 

(2.1

)

 

 

(5.8

)

 

 

(2.3

)

Employee pension and postretirement benefit
income (expense), net of income tax provision
of $
0.0, $0.0, $0.0 and $0.0, respectively

 

 

0.2

 

 

 

(1.2

)

 

 

(0.4

)

 

 

(1.8

)

 

 

(0.9

)

 

 

0.2

 

 

 

(1.9

)

 

 

(0.4

)

Foreign currency translation adjustments, net of
income tax (provision) benefit of $
0.7, ($0.5),
$
0.7, and $2.7, respectively

 

 

(20.5

)

 

 

0

 

 

 

(26.0

)

 

 

(10.0

)

Total other comprehensive loss, net of income tax

 

 

(22.4

)

 

 

(1.4

)

 

 

(28.7

)

 

 

(12.0

)

Foreign currency translation adjustments, net of
income tax benefit of $
0.7, $0.7, $0.9, and $0.7,
respectively

 

 

9.5

 

 

 

(20.5

)

 

 

13.7

 

 

 

(26.0

)

Total other comprehensive income (loss), net of income tax

 

 

6.1

 

 

 

(22.4

)

 

 

6.0

 

 

 

(28.7

)

Comprehensive income (loss)

 

$

(7.3

)

 

$

16.5

 

 

$

(10.5

)

 

$

2.8

 

 

$

26.3

 

 

$

(7.3

)

 

$

42.7

 

 

$

(10.5

)

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

3


THE MANITOWOC COMPANY, INC.

Condensed Consolidated Balance Sheets

As of June 30, 20222023 and December 31, 20212022

(Unaudited)

($ in millions, except per share amounts)

 

June 30,
2022

 

 

December 31,
2021

 

 

June 30,
2023

 

 

December 31,
2022

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

42.5

 

 

$

75.4

 

 

$

25.9

 

 

$

64.4

 

Accounts receivable, less allowances of $5.6 and $7.3, respectively

 

 

227.2

 

 

 

236.1

 

Accounts receivable, less allowances of $5.4 and $5.3, respectively

 

 

274.8

 

 

 

266.3

 

Inventories — net

 

 

668.9

 

 

 

576.8

 

 

 

727.4

 

 

 

611.9

 

Notes receivable — net

 

 

14.3

 

 

 

16.7

 

 

 

8.7

 

 

 

10.6

 

Other current assets

 

 

33.6

 

 

 

36.8

 

 

 

32.2

 

 

 

45.3

 

Total current assets

 

 

986.5

 

 

 

941.8

 

 

 

1,069.0

 

 

 

998.5

 

Property, plant and equipment — net

 

 

322.2

 

 

 

358.8

 

 

 

341.9

 

 

 

335.3

 

Operating lease right-of-use assets

 

 

35.8

 

 

 

40.6

 

 

 

41.5

 

 

 

45.2

 

Goodwill

 

 

247.3

 

 

 

249.7

 

 

 

79.0

 

 

 

80.1

 

Other intangible assets — net

 

 

132.5

 

 

 

139.6

 

 

 

126.2

 

 

 

126.7

 

Other non-current assets

 

 

33.5

 

 

 

44.7

 

 

 

43.5

 

 

 

29.7

 

Total assets

 

$

1,757.8

 

 

$

1,775.2

 

 

$

1,701.1

 

 

$

1,615.5

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

455.5

 

 

$

413.4

 

 

$

492.4

 

 

$

446.4

 

Customer advances

 

 

20.2

 

 

 

21.9

 

Short-term borrowings and current portion of long-term debt

 

 

13.5

 

 

 

7.3

 

 

 

6.7

 

 

 

6.1

 

Product warranties

 

 

48.1

 

 

 

49.0

 

 

 

45.4

 

 

 

48.8

 

Customer advances

 

 

28.0

 

 

 

28.7

 

Other liabilities

 

 

21.4

 

 

 

22.6

 

 

 

19.8

 

 

 

24.6

 

Total current liabilities

 

 

566.5

 

 

 

521.0

 

 

 

584.5

 

 

 

547.8

 

Non-Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

379.7

 

 

 

399.9

 

 

 

380.7

 

 

 

379.5

 

Operating lease liabilities

 

 

25.5

 

 

 

29.2

 

 

 

31.8

 

 

 

34.3

 

Deferred income taxes

 

 

1.0

 

 

 

6.5

 

 

 

5.0

 

 

 

4.9

 

Pension obligations

 

 

67.3

 

 

 

69.4

 

 

 

55.1

 

 

 

51.7

 

Postretirement health and other benefit obligations

 

 

11.6

 

 

 

12.1

 

 

 

7.8

 

 

 

8.2

 

Long-term deferred revenue

 

 

16.8

 

 

 

22.9

 

 

 

13.8

 

 

 

15.6

 

Other non-current liabilities

 

 

36.2

 

 

 

51.8

 

 

 

43.0

 

 

 

35.7

 

Total non-current liabilities

 

 

538.1

 

 

 

591.8

 

 

 

537.2

 

 

 

529.9

 

Commitments and contingencies (Note 18)

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock (3,500,000 shares authorized of $.01 par value; NaN outstanding)

 

 

0

 

 

 

0

 

Common stock (75,000,000 shares authorized, 40,793,983 shares issued,
35,178,217 and 35,056,252 shares outstanding, respectively)

 

 

0.4

 

 

 

0.4

 

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,
35,045,446 and 35,085,008 shares outstanding, respectively)

 

 

0.4

 

 

 

0.4

 

Additional paid-in capital

 

 

602.5

 

 

 

602.4

 

 

 

607.8

 

 

 

606.7

 

Accumulated other comprehensive loss

 

 

(131.1

)

 

 

(102.4

)

 

 

(101.9

)

 

 

(107.9

)

Retained earnings

 

 

246.1

 

 

 

227.9

 

 

 

141.0

 

 

 

104.3

 

Treasury stock, at cost (5,615,766 and 5,737,731 shares, respectively)

 

 

(64.7

)

 

 

(65.9

)

Treasury stock, at cost (5,748,537 and 5,708,975 shares, respectively)

 

 

(67.9

)

 

 

(65.7

)

Total stockholders' equity

 

 

653.2

 

 

 

662.4

 

 

 

579.4

 

 

 

537.8

 

Total liabilities and stockholders' equity

 

$

1,757.8

 

 

$

1,775.2

 

 

$

1,701.1

 

 

$

1,615.5

 

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

4


THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 20222023 and 20212022

(Unaudited)

($ in millions)

 

Six Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18.2

 

 

$

14.8

 

 

$

36.7

 

 

$

18.2

 

Adjustments to reconcile net income to cash provided
by operating activities:

 

 

 

 

 

 

Adjustments to reconcile net income to cash provided by (used for) operating activities:

 

 

 

 

 

 

Depreciation

 

 

31.7

 

 

 

19.7

 

 

 

28.1

 

 

 

31.7

 

Amortization of intangible assets

 

 

1.6

 

 

 

0.2

 

 

 

1.7

 

 

 

1.6

 

Stock-based compensation expense

 

 

4.0

 

 

 

4.8

 

 

 

5.4

 

 

 

4.0

 

Amortization of deferred financing fees

 

 

0.7

 

 

 

0.7

 

 

 

0.7

 

 

 

0.7

 

Gain on sale of property, plant and equipment

 

 

(1.1

)

 

 

(0.1

)

 

 

(0.2

)

 

 

(1.1

)

Net unrealized foreign currency transaction (gains) losses

 

 

5.8

 

 

 

(0.8

)

 

 

(3.7

)

 

 

5.8

 

Income tax benefit from change in reserve of
uncertain tax positions

 

 

(11.7

)

 

 

0

 

 

 

 

 

 

(11.7

)

Deferred income taxes

 

 

0.9

 

 

 

1.0

 

 

 

(14.0

)

 

 

0.9

 

Loss on foreign currency translation adjustments

 

 

9.3

 

 

 

 

Other

 

 

0.9

 

 

 

3.6

 

 

 

 

 

0.9

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

0.8

 

 

 

(15.5

)

 

 

(7.1

)

 

 

0.8

 

Inventories

 

 

(109.2

)

 

 

(62.2

)

 

 

(107.4

)

 

 

(109.2

)

Notes receivable

 

 

3.4

 

 

 

3.9

 

 

 

3.9

 

 

 

3.4

 

Other assets

 

 

(1.1

)

 

 

(11.4

)

 

 

11.6

 

 

 

(1.1

)

Accounts payable

 

 

61.1

 

 

 

85.4

 

 

 

19.5

 

 

 

61.1

 

Accrued expenses and other liabilities

 

 

(0.3

)

 

 

5.6

 

 

 

12.4

 

 

 

(0.3

)

Net cash provided by operating activities

 

 

5.7

 

 

 

49.7

 

Net cash provided by (used for) operating activities

 

 

(3.1

)

 

 

5.7

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(16.8

)

 

 

(15.4

)

 

 

(36.3

)

 

 

(16.8

)

Proceeds from sale of property, plant and equipment

 

 

1.4

 

 

 

0.1

 

 

 

5.1

 

 

 

1.4

 

Acquisition of businesses (Note 2)

 

 

2.3

 

 

 

0

 

Acquisition of businesses

 

 

 

 

 

2.3

 

Net cash used for investing activities

 

 

(13.1

)

 

 

(15.3

)

 

 

(31.2

)

 

 

(13.1

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from (payments on) revolving credit facility - net

 

 

12.0

 

 

 

(20.0

)

Payments on revolving credit facility

 

 

(20.0

)

 

 

0

 

 

 

(10.0

)

 

 

 

Other debt - net

 

 

(2.3

)

 

 

(7.8

)

 

 

(1.2

)

 

 

(2.3

)

Debt issuance and other debt related costs

 

 

(1.8

)

 

 

0

 

 

 

 

 

 

(1.8

)

Exercises of stock options

 

 

0.1

 

 

 

5.2

 

 

 

0.3

 

 

 

0.1

 

Common stock repurchases

 

 

(1.9

)

 

 

0

 

 

 

(5.5

)

 

 

(1.9

)

Net cash used for financing activities

 

 

(25.9

)

 

 

(2.6

)

 

 

(4.4

)

 

 

(25.9

)

Effect of exchange rate changes on cash and cash equivalents

 

 

0.4

 

 

 

(2.0

)

 

 

0.2

 

 

 

0.4

 

Net increase (decrease) in cash and cash equivalents

 

 

(32.9

)

 

 

29.8

 

Net decrease in cash and cash equivalents

 

 

(38.5

)

 

 

(32.9

)

Cash and cash equivalents at beginning of period

 

 

75.4

 

 

 

128.7

 

 

 

64.4

 

 

 

75.4

 

Cash and cash equivalents at end of period

 

$

42.5

 

 

$

158.5

 

 

$

25.9

 

 

$

42.5

 

Supplemental Cash Flow Information

 

 

 

 

 

 

Interest paid

 

$

17.0

 

 

$

14.7

 

Income taxes paid

 

 

3.6

 

 

 

2.7

 

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

5


THE MANITOWOC COMPANY, INC.

Condensed Consolidated Statements of Equity

For the three and six months ended June 30, 20222023 and 20212022

(Unaudited)

($ in millions, except share amounts)

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Common Stock - Par Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

Balance at end of period

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

 

$

0.4

 

Additional Paid-in Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

601.7

 

 

$

596.4

 

 

$

602.4

 

 

$

595.1

 

 

$

605.8

 

 

$

601.7

 

 

$

606.7

 

 

$

602.4

 

Stock options exercised and issuance of other stock awards

 

 

(0.1

)

 

 

1.4

 

 

 

(3.9

)

 

 

0.2

 

 

 

(0.3

)

 

 

(0.1

)

 

 

(4.3

)

 

 

(3.9

)

Stock-based compensation expense

 

 

0.9

 

 

 

2.3

 

 

 

4.0

 

 

 

4.8

 

 

 

2.3

 

 

 

0.9

 

 

 

5.4

 

 

 

4.0

 

Balance at end of period

 

$

602.5

 

 

$

600.1

 

 

$

602.5

 

 

$

600.1

 

 

$

607.8

 

 

$

602.5

 

 

$

607.8

 

 

$

602.5

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(108.7

)

 

$

(108.1

)

 

$

(102.4

)

 

$

(97.5

)

 

$

(108.0

)

 

$

(108.7

)

 

$

(107.9

)

 

$

(102.4

)

Other comprehensive loss

 

 

(22.4

)

 

 

(1.4

)

 

 

(28.7

)

 

 

(12.0

)

Other comprehensive income (loss)

 

 

6.1

 

 

 

(22.4

)

 

 

6.0

 

 

 

(28.7

)

Balance at end of period

 

$

(131.1

)

 

$

(109.5

)

 

$

(131.1

)

 

$

(109.5

)

 

$

(101.9

)

 

$

(131.1

)

 

$

(101.9

)

 

$

(131.1

)

Retained Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

231.0

 

 

$

213.8

 

 

$

227.9

 

 

$

216.9

 

 

$

120.8

 

 

$

231.0

 

 

$

104.3

 

 

$

227.9

 

Net income

 

 

15.1

 

 

 

17.9

 

 

 

18.2

 

 

 

14.8

 

 

 

20.2

 

 

 

15.1

 

 

 

36.7

 

 

 

18.2

 

Balance at end of period

 

$

246.1

 

 

$

231.7

 

 

$

246.1

 

 

$

231.7

 

 

$

141.0

 

 

$

246.1

 

 

$

141.0

 

 

$

246.1

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(62.9

)

 

$

(69.5

)

 

$

(65.9

)

 

$

(71.4

)

 

$

(66.2

)

 

$

(62.9

)

 

$

(65.7

)

 

$

(65.9

)

Stock options exercised and issuance of other stock awards

 

 

0.1

 

 

 

3.0

 

 

 

3.1

 

 

 

4.9

 

 

 

0.3

 

 

 

0.1

 

 

 

3.3

 

 

 

3.1

 

Common stock repurchases

 

 

(1.9

)

 

 

 

 

 

(1.9

)

 

 

 

 

 

(2.0

)

 

 

(1.9

)

 

 

(5.5

)

 

 

(1.9

)

Balance at end of period

 

$

(64.7

)

 

$

(66.5

)

 

$

(64.7

)

 

$

(66.5

)

 

$

(67.9

)

 

$

(64.7

)

 

$

(67.9

)

 

$

(64.7

)

Total equity

 

$

653.2

 

 

$

656.2

 

 

$

653.2

 

 

$

656.2

 

 

$

579.4

 

 

$

653.2

 

 

$

579.4

 

 

$

653.2

 

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

6


THE MANITOWOC COMPANY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

For the three and six months ended June 30, 20222023 and 20212022

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. Additionally, the Company leverages its installed base of cranes to provide aftermarket parts and services to enable its customers to manage their fleets more effectively and improve their return on investment. Due to the ongoing and predictable maintenance needed by cranes, as well as the high cost of crane downtime, Manitowoc’s aftermarket support operations providesprovide the Company with a consistent stream of recurring revenue. The Company continues to expand its tower crane rental fleet in Europe and Africa (“EURAF”) to directly service its customers in the region.

The Company has 3three reportable segments, the Americas segment, the EURAFEurope and Africa ("EURAF") segment and the Middle East and Asia Pacific (“MEAP”) segment. The Americas segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region. The segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 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 comprehensive income (loss) and equity for the three and six months ended June 30, 20222023 and 2021,2022, the cash flows for the same six month periods and the balance sheetfinancial position as of June 30, 20222023 and December 31, 2021,2022, 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, 2021.2022. 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. Business CombinationsRecent Accounting Changes and Pronouncements

AcquisitionIn 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 H&E Crane Business

On Octoberprogram 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, 2021, the Company completed the acquisition2023. The adoption of substantially all of the assets and certain liabilities of the crane business of H&E Equipment Services, Inc. (“H&E”) forthis ASU did not have a transaction price of approximately $136.8 million which is inclusive of the purchase price of $130.0 million, working capital and other adjustments of $3.7 million and settlement of outstanding balances between the Company and the acquired company of $3.1 million. The acquisition was funded from existing cash resources, including the use ofmaterial impact on the Company's asset-based revolving credit facility of which $80.0 million was outstanding as of June 30, 2022. The acquired crane business of H&E operates with ten full-service branch locations under the Company's wholly owned subsidiary, MGX Equipment Services, LLC ("MGX"), and expands Manitowoc’s ability to provide new sales, used sales, aftermarket parts, service and crane financing options to a variety of end market customers.

The transaction price was allocated to underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the combination as follows:

7


Net working capital

 

$

48.8

 

Property, plant and equipment

 

 

13.1

 

Rental fleet

 

 

48.2

 

Goodwill

 

 

7.8

 

Noncompetition agreement intangible

 

 

3.8

 

Customer relationships intangible

 

 

15.1

 

Total fair value consideration

 

$

136.8

 

The amount of net sales generated by the acquisition for the three and six months ended June 30, 2022 was $53.4 million and $96.4 million, respectively.

Acquisition of Aspen Equipment Company

On September 1, 2021, the Company completed the acquisition of substantially all of the assets of Aspen Equipment Company ("Aspen"), a diversified crane dealer and a leading final stage purpose built work truck upfitter, for a purchase price of approximately $50.2 million. The acquisition of Aspen was funded from existing cash resources and expands Manitowoc's direct-to-customer footprint in Iowa, Nebraska and Minnesota with new sales, used sales, parts, service and rentals to a variety of end markets.

Included in the purchase price was $12.9 million of net working capital, $5.6 million of property, plant and equipment, $19.3 million of rental fleet, $0.4 million of other assets, $6.6 million of goodwill and $5.4 million of intangible assets. Refer to Note 9, "Goodwill and Other Intangible Assets," for additional information on the class of intangibles acquired and goodwill recorded.

The amount of net sales generated by the acquisition for the three and six months ended June 30, 2022 was $16.5 million and $29.0 million, respectively.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 six months ended June 30, 20222023 and 2021.2022.

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Balance at beginning of period

 

$

25.5

 

 

$

21.6

 

 

$

28.7

 

 

$

25.5

 

Cash received in advance of satisfying
   performance obligations

 

 

50.0

 

 

 

29.3

 

 

 

65.5

 

 

 

59.8

 

Revenue recognized

 

 

(50.4

)

 

 

(30.1

)

 

 

(68.3

)

 

 

(64.2

)

Currency translation

 

 

2.9

 

 

 

0.2

 

 

 

2.1

 

 

 

(0.1

)

Balance at end of period

 

$

28.0

 

 

$

21.0

 

 

$

28.0

 

 

$

21.0

 

7


 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Balance at beginning of period

 

$

24.0

 

 

$

25.5

 

 

$

21.9

 

 

$

28.7

 

Cash received in advance of satisfying
   performance obligations

 

 

38.0

 

 

 

50.0

 

 

 

72.4

 

 

 

65.5

 

Revenue recognized

 

 

(41.9

)

 

 

(50.4

)

 

 

(74.3

)

 

 

(68.3

)

Currency translation

 

 

0.1

 

 

 

2.9

 

 

 

0.2

 

 

 

2.1

 

Balance at end of period

 

$

20.2

 

 

$

28.0

 

 

$

20.2

 

 

$

28.0

 

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”) that were accounted for at fair value as of June 30, 20222023 and December 31, 2021.2022.

 

Fair Value as of June 30, 2022

 

 

 

 

Fair Value as of June 30, 2023

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Recognized Location

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Recognized Location

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX Forward Contracts

 

$

 

 

$

0.1

 

 

$

 

 

$

0.1

 

 

 Other current assets

 

$

 

 

$

0.7

 

 

$

 

 

$

0.7

 

 

 Other current assets

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX Forward Contracts

 

 

 

 

 

3.2

 

 

 

 

 

 

3.2

 

 

 Accounts payable and
   accrued expenses

 

$

 

 

$

0.6

 

 

$

 

 

$

0.6

 

 

 Accounts payable and
   accrued expenses

 

 

Fair Value as of December 31, 2021

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Recognized Location

FX Forward Contracts

 

$

 

 

$

0.3

 

 

$

 

 

$

0.3

 

 

 Accounts payable and
   accrued expenses

8


 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX Forward Contracts

 

$

 

 

$

0.3

 

 

$

 

 

$

0.3

 

 

 Accounts payable and
   accrued expenses

The fair value of the $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 $279.3299.3 million as of June 30, 2022.2023. 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 June 30, 20222023 and December 31, 2021,2022, 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.

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

8


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 six months ended June 30, 20222023 and 2021, respectively.2022.

The Company had FX Forward Contracts with aggregate notional amounts of $88.8109.1 million and $11.387.7 million in U.S. dollar equivalent as of June 30, 20222023 and December 31, 2021,2022, respectively. The aggregate notional amount outstanding as of June 30, 20222023 is scheduled to mature within one year. The FX Forward Contracts purchased are denominated in various foreign currencies. As of June 30, 2022 and December 31, 2021, the net fair value of these contracts was a net short-term liability of $3.1 million and a $0.3 million, respectively. There was $2.3 million and zeroNet unrealized gains (losses), net of income tax, recorded in AOCI were $0.4 million of losses and $5.4 million of gains as of June 30, 20222023 and December 31, 2021,2022, respectively.

The net gains (losses) recorded in the Condensed Consolidated Statements of Operations for FX Forward Contracts for the three and six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Recognized Location

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Recognized Location

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Designated

 

Cost of sales

 

$

(1.5

)

 

$

0.1

 

 

$

(1.6

)

 

$

0.1

 

 

Cost of sales

 

$

1.8

 

 

$

(1.5

)

 

$

5.2

 

 

$

(1.6

)

Non-designated

 

Other income (expense) - net

 

$

1.3

 

 

$

(0.2

)

 

$

2.0

 

 

$

(0.4

)

 

Other expense - net

 

$

(2.9

)

 

$

1.3

 

 

$

(5.2

)

 

$

2.0

 

6. Inventories

The components of inventories as of June 30, 20222023 and December 31, 20212022 are summarized as follows:

 

June 30,
2022

 

 

December 31,
2021

 

 

June 30,
2023

 

 

December 31,
2022

 

Raw materials

 

$

156.3

 

 

$

157.4

 

 

$

173.6

 

 

$

161.2

 

Work-in-process

 

 

177.6

 

 

 

140.4

 

 

 

160.6

 

 

 

141.3

 

Finished goods

 

 

335.0

 

 

 

279.0

 

 

 

393.2

 

 

 

309.4

 

Total inventories - net

 

$

668.9

 

 

$

576.8

 

 

$

727.4

 

 

$

611.9

 

9


7. Notes Receivable

The Company'sCompany 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 June 30, 2023, the Company had current and long-term notes receivable in the amount of $8.7 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 first quarter ofsix months ended June 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 offwritten-off long-term note receivable balance from the 2014 divestiture of the Company's Chinese joint venture. As of June 30, 2022, the Company had current and long-term notes receivable in the amount of $14.3 million and $3.2 million, respectively. As of December 31, 2021, the Company had current and long-term notes receivable in the amount of $16.7 million and $5.2 million, respectively.

8. Property, Plant, and Equipment

The components of property, plant, and equipment as of June 30, 20222023 and December 31, 20212022 are summarized as follows:

 

June 30,
2022

 

 

December 31,
2021

 

 

June 30,
2023

 

 

December 31,
2022

 

Land

 

$

18.3

 

 

$

19.4

 

 

$

14.8

 

 

$

17.9

 

Building and improvements

 

 

195.5

 

 

 

203.4

 

 

 

197.7

 

 

 

194.7

 

Machinery, equipment and tooling

 

 

291.3

 

 

 

298.9

 

Machinery, equipment, and tooling

 

 

308.1

 

 

 

300.6

 

Furniture and fixtures

 

 

13.9

 

 

 

14.5

 

 

 

13.9

 

 

 

13.8

 

Computer hardware and software

 

 

128.1

 

 

 

125.6

 

 

 

133.2

 

 

 

129.4

 

Rental cranes

 

 

137.2

 

 

 

144.2

 

 

 

176.2

 

 

 

157.8

 

Construction in progress

 

 

10.2

 

 

 

15.1

 

 

 

8.3

 

 

 

8.4

 

Total cost

 

 

794.5

 

 

 

821.1

 

 

 

852.2

 

 

 

822.6

 

Less accumulated depreciation

 

 

(472.3

)

 

 

(462.3

)

 

 

(510.3

)

 

 

(487.3

)

Property, plant and equipment — net

 

$

322.2

 

 

$

358.8

 

Property, plant, and equipment — net

 

$

341.9

 

 

$

335.3

 

9


Property, plant, and equipment areis depreciated over the asset’s 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 June 30, 2022 and December 31, 2021,2023, the Company had $2.82.9 million of property, plant, and $3.1 million, respectively,equipment classified as assets held for sale in other current assets in the Condensed Consolidated Balance Sheets. As of June 30, 2022 and December 31, 2021, assets held for sale primarily relatedThis 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 June 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

 

 

 

 

 

(1.1

)

 

 

(1.1

)

Balance as of June 30, 2023

 

$

14.4

 

 

$

64.6

 

 

$

79.0

 

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

 

 

June 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

 

 

64.6

 

 

 

 

 

 

64.6

 

 

 

65.7

 

 

 

 

 

65.7

 

Total

 

$

327.7

 

 

$

(248.7

)

 

$

79.0

 

 

$

328.8

 

 

$

(248.7

)

$

80.1

 

The Company performs its annual goodwill and indefinite lived assets impairment testingtest during the fourth quarter, or more frequently if events or changes in circumstances indicate that the assetthere might be impaired.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 changes inCompany determined there was no triggering event for the carrying amount of goodwill as ofthree and six months ended June 30, 2022 and December 31, 2021 are summarized as follows:

 

 

Americas -
Manufacturing

 

 

Americas -
Distribution

 

 

MEAP

 

 

Consolidated

 

Balance as of January 1, 2021

 

$

166.5

 

 

$

0

 

 

$

68.6

 

 

$

235.1

 

Foreign currency impact

 

 

0

 

 

 

0

 

 

 

(0.5

)

 

 

(0.5

)

Acquisitions

 

 

0

 

 

 

15.1

 

 

 

0

 

 

 

15.1

 

Balance as of December 31, 2021

 

 

166.5

 

 

 

15.1

 

 

 

68.1

 

 

 

249.7

 

Foreign currency impact

 

 

0

 

 

 

0

 

 

 

(1.7

)

 

 

(1.7

)

Purchase accounting adjustments

 

 

0

 

 

 

(0.7

)

 

 

0

 

 

 

(0.7

)

Balance as of June 30, 2022

 

$

166.5

 

 

$

14.4

 

 

$

66.4

 

 

$

247.3

 

As of June 30, 2022, the Company recorded goodwill of $2023.6.6 million and $7.8 million from the acquisitions of Aspen and the crane business of H&E, respectively. Management determined the goodwill represents the assembled workforce and synergies between the acquired companies and Manitowoc that are not individually identified and separately recognized. The total

10


goodwill related to the acquisitions is deductible for tax purposes over 15 years. Refer to Note 2, "Business Combinations," for additional information.

The gross carrying amount, accumulated amortization, and net book value of the Company’s other intangible assets other than goodwill as of June 30, 20222023 and December 31, 20212022 are summarized as follows:

 

June 30, 2022

 

 

December 31, 2021

 

 

June 30, 2023

 

 

December 31, 2022

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization
Amount

 

 

Net
Book
Value

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization
Amount

 

 

Net
Book
Value

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization
Amount

 

 

Net
Book
Value

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization
Amount

 

 

Net
Book
Value

 

Definite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

26.7

 

 

$

(9.5

)

 

$

17.2

 

 

$

27.0

 

 

$

(9.0

)

 

$

18.0

 

 

$

26.5

 

 

$

(10.9

)

 

$

15.6

 

 

$

26.5

 

 

$

(10.0

)

 

$

16.5

 

Patents

 

 

28.3

 

 

 

(27.8

)

 

 

0.5

 

 

 

29.7

 

 

 

(29.1

)

 

 

0.6

 

 

 

29.0

 

 

 

(28.5

)

 

 

0.5

 

 

 

28.7

 

 

 

(28.2

)

 

 

0.5

 

Noncompetition agreements

 

 

4.2

 

 

 

(0.8

)

 

 

3.4

 

 

 

4.2

 

 

 

(0.4

)

 

 

3.8

 

 

 

4.2

 

 

 

(1.6

)

 

 

2.6

 

 

 

4.2

 

 

 

(1.2

)

 

 

3.0

 

Trademarks and tradenames

 

 

2.2

 

 

 

(0.4

)

 

 

1.8

 

 

 

2.2

 

 

 

(0.1

)

 

 

2.1

 

 

 

2.2

 

 

 

(0.8

)

 

 

1.4

 

 

 

2.2

 

 

 

(0.6

)

 

 

1.6

 

Other intangibles

 

 

0.6

 

 

 

(0.2

)

 

 

0.4

 

 

 

0.6

 

 

 

(0.2

)

 

 

0.4

 

 

 

0.6

 

 

 

(0.6

)

 

 

 

 

 

0.6

 

 

 

(0.5

)

 

 

0.1

 

Total

 

 

62.0

 

 

 

(38.7

)

 

 

23.3

 

 

 

63.7

 

 

 

(38.8

)

 

 

24.9

 

 

 

62.5

 

 

 

(42.4

)

 

 

20.1

 

 

 

62.2

 

 

 

(40.5

)

 

 

21.7

 

Indefinite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and tradenames

 

 

91.3

 

 

 

 

 

 

91.3

 

 

 

95.9

 

 

 

 

 

 

95.9

 

 

 

92.0

 

 

 

 

 

 

92.0

 

 

 

91.0

 

 

 

 

 

 

91.0

 

Distribution network

 

 

17.9

 

 

 

 

 

 

17.9

 

 

 

18.8

 

 

 

 

 

 

18.8

 

 

 

14.1

 

 

 

 

 

 

14.1

 

 

 

14.0

 

 

 

 

 

 

14.0

 

Total

 

 

109.2

 

 

 

 

 

 

109.2

 

 

 

114.7

 

 

 

 

 

 

114.7

 

 

 

106.1

 

 

 

 

 

 

106.1

 

 

 

105.0

 

 

 

 

 

 

105.0

 

Total other intangible assets

 

$

171.2

 

 

$

(38.7

)

 

$

132.5

 

 

$

178.4

 

 

$

(38.8

)

 

$

139.6

 

 

$

168.6

 

 

$

(42.4

)

 

$

126.2

 

 

$

167.2

 

 

$

(40.5

)

 

$

126.7

 

OtherThe Company performs its annual indefinite-lived intangible assets with definite lives are amortized over their estimated useful lives. Amortization expenseimpairment 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 months ended June 30, 2022 and 2021 was $0.8 million and $0.1 million, respectively. Amortization expense for the six months ended June 30, 2022 and 2021 was $1.6 million and $0.2 million, respectively.2023.

As a result of the acquisition of Aspen during the year ended December 31, 2021, intangible assets of $102.2


 million for customer relationships, $2.2 million for tradenames, $0.8 million for other intangibles and $0.2 million for a noncompetition agreement were acquired. The useful life for each intangible asset class is 18 years, 5 years, 9 months and 5 years, respectively. The weighted average useful life for acquired intangibles is 3.2 years. The fair value of identifiable intangible assets has been determined using the income approach which involves significant unobservable inputs.

As a result of the acquisition of the crane business of H&E during the year ending December 31, 2021, intangible assets of $15.1 million for customer relationships and $3.8 million for a noncompetition agreement were acquired. The useful life for each intangible asset class is 12 years and 5 years, respectively. The weighted average useful life for the acquired intangibles is 9.4 years. The fair value of identifiable intangible assets has been determined using the income approach which involves significant unobservable inputs.

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 as offor the three and six months ended June 30, 2022.2023.

Other intangible assets with definite lives are amortized over their estimated useful lives. Amortization expense for the three months ended June 30, 2023 and 2022 was $0.7 million and $0.8 million, respectively. Amortization expense for the six months ended June 30, 2023 and 2022 was $1.7 million and $1.6 million, respectively.

10. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of June 30, 20222023 and December 31, 20212022 are summarized as follows:

 

June 30, 2022

 

 

December 31, 2021

 

 

June 30, 2023

 

 

December 31, 2022

 

Trade accounts payable

 

$

282.6

 

 

$

238.8

 

 

$

297.8

 

 

$

274.6

 

Employee-related expenses

 

 

41.3

 

 

 

51.9

 

 

 

48.4

 

 

 

51.0

 

Accrued vacation

 

 

24.0

 

 

 

22.2

 

 

 

26.3

 

 

 

22.4

 

Miscellaneous accrued expenses

 

 

107.6

 

 

 

100.5

 

 

 

119.9

 

 

 

98.4

 

Total accounts payable and accrued expenses

 

$

455.5

 

 

$

413.4

 

 

$

492.4

 

 

$

446.4

 

11


11. Debt

Outstanding debt as of June 30, 20222023 and December 31, 20212022 is summarized as follows:

 

June 30, 2022

 

 

December 31, 2021

 

 

June 30, 2023

 

 

December 31, 2022

 

Borrowings under senior secured asset based revolving
credit facility

 

$

80.0

 

 

$

100.0

 

 

$

82.0

 

 

$

80.0

 

Senior secured second lien notes due 2026

 

 

300.0

 

 

 

300.0

 

 

 

300.0

 

 

 

300.0

 

Other

 

 

15.8

 

 

 

10.3

 

Other debt

 

 

7.4

 

 

 

8.0

 

Deferred financing costs

 

 

(2.6

)

 

 

(3.1

)

 

 

(2.0

)

 

 

(2.4

)

Total debt

 

 

393.2

 

 

 

407.2

 

 

 

387.4

 

 

 

385.6

 

Short-term borrowings and current portion of long-term
debt

 

 

(13.5

)

 

 

(7.3

)

 

 

(6.7

)

 

 

(6.1

)

Long-term debt

 

$

379.7

 

 

$

399.9

 

 

$

380.7

 

 

$

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 reducesreduced 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 fleetsassets 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:
 

11


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 June 30, 20222023 and December 31, 2021,2022, the Company had borrowings on the ABL Revolving Credit Facility of $80.082.0 million and $100.080.0 million, respectively. As of June 30, 2022,2023, the spreads for SOFR and prime rate borrowings were 1.25% and 0.25%, respectively, with excess availability of $192.0189.8 million, which represents revolver borrowing capacity of $275.0 million less $82.0 million of borrowings outstanding and $3.2 million of U.S. letters of credit outstanding of $3.0 million and $80.0 million in borrowings.outstanding.

As of June 30, 2022,2023, the Company had other indebtedness outstanding of $15.87.4 million that had a weighted-average interest rate of approximately 3.24.1%. This debt includes balances on local credit lines 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,

12


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, 2018.

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

As of June 30, 2022,2023, 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 nomaximum availability of €55.0 million and one U.S. accounts receivable financing program with maximum availability of $27.0 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 limitlimit.

For the three and can sell additional receivables as previously sold receivables are collected. Transactions under the U.S. and non-U.S. programs were accounted for as sales in accordance with ASC 860, “Transfers and Servicing.” As ofsix months ended June 30, 2022 and December 31, 2021,2023, cash proceeds from the amountfactoring of accounts receivable derecognized for these factoring arrangements wasqualifying as sales were $34.541.3 million and $228.682.7 million, respectively. For the three and six months ended June 30, 2022, cash proceeds from the factoring of accounts receivable qualifying as sales were $58.4 million and $104.0 million, respectively.

Financing charges associated with the factoring of receivables qualifying as sales are included in interest expense in the Condensed Consolidated Statements of Operations. Financing charges incurred from the factoring of accounts receivable qualifying as sales for the three and six months ended June 30, 2023 and 2022 were immaterial.

13. Income Taxes

The Company generatesCompany’s income inbefore income taxes include income from both U.S. and foreign jurisdictions which is included in income before income taxes in the Condensed Consolidated Statements of Operations.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

12


different statutory rates. In addition, tax expense is impacted by losses in both the U.S. and certain foreign jurisdictions where no tax benefit can be realized.

For the three months ended June 30, 2022,2023, and 2021,2022, the Company recorded a benefit for income taxes of $7.15.2 million and a provision for income taxes of $4.07.1 million, respectively. For the six months ended June 30, 2022,2023, and 2021,2022, the Company recorded a benefit for income taxes of $0.61.0 million and a provision for income taxes of $8.20.6 million, respectively. ForDuring the three and sixmonths ended June 30, 2023, a discrete net tax benefit of $13.5 million was recorded, of which $13.9 million is related to the release of a remaining valuation allowance against tax assets after estimated current year utilization. During the three months ended June 30, 2022, and 2021, income taxes were impacted by losses in jurisdictions where 0a discrete tax benefit can be realized. The benefit for income taxes forof $11.0 million was recorded, primarily related to the three and six months ended June 30, 2022, was primarily driven by a release of a $12.1 million uncertain tax position, inclusive of $1.2 million of interest, related to U.S. Federal tax planning strategies implemented as a result of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The increase in the Company’s tax benefit for the three and six months ended June 30, 2023, relative to the prior year primarily relates to an increase in the discrete tax benefit recorded year over year.

The Company’s unrecognized tax benefits, excluding interest and penalties, waswere $7.59.2 million and $18.49.1 million as of June 30, 2022,2023, and December 31, 2021,2022, respectively. The decrease is primarily attributable to the release of a $10.9 million uncertain tax

13


position related to U.S. Federal tax planning strategies as a result of the CARES Act recorded in the three months ended June 30, 2022.

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
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Basic weighted average common
shares outstanding

 

 

35,283,969

 

 

 

34,903,657

 

 

 

35,208,349

 

 

 

34,856,950

 

 

 

35,084,580

 

 

 

35,283,969

 

 

 

35,102,924

 

 

 

35,208,349

 

Effect of dilutive securities - equity
compensation awards

 

 

266,973

 

 

 

698,385

 

 

 

356,533

 

 

 

603,829

 

 

 

565,563

 

 

 

266,973

 

 

 

664,028

 

 

 

356,533

 

Diluted weighted average common
shares outstanding

 

 

35,550,942

 

 

 

35,602,042

 

 

 

35,564,882

 

 

 

35,460,779

 

 

 

35,650,143

 

 

 

35,550,942

 

 

 

35,766,952

 

 

 

35,564,882

 

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 440,355 and 479,723 common shares were excluded from the diluted weighted average common shares outstanding for the three and six months ended June 30, 2023, respectively. Anti-dilutive equity instruments of 1,087,078 and 950,392 common shares were excluded from the diluted weighted average common shares outstanding for the three and six months ended June 30, 2022, respectively. Anti-dilutive equity instruments of 337,541 and 444,998 common shares were excluded from the diluted weighted average common shares outstanding for the three and six months ended June 30, 2021, respectively.

NaNNo cash dividends were declared or paid during the three and six months ended June 30, 20222023 and 2021.2022.

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. NaNNone of the preferred shares have been issued.

As of June 30, 2022,2023, 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’sCompany's common stock at management’smanagement's discretion. During the three and six months ended June 30, 2022,2023, the Company repurchased 150,000129,138 shares of the Company's common stock for $1.92.0 million under this authorization. During the six months ended June 30, 2023, the Company repurchased 320,984 shares of the Company's common stock for $5.5 million under this authorization.

As of June 30, 2022,2023, the Company’s operations in Russia have been substantially curtailed. As a result, for the three and six months ended June 30, 2023, the Company hadreleased $8.79.3 million remaining under this authorization.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

13


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 loss,income (loss), net of income tax, by component for the three months ended June 30, 20222023 and 20212022 are summarized as follows:

 

 

Gains and Losses on
Cash Flow Hedges

 

 

Pension &
Postretirement

 

 

Foreign Currency
Translation

 

 

Total

 

Balance as of March 31, 2021

 

$

0

 

 

$

(48.5

)

 

$

(59.6

)

 

$

(108.1

)

Other comprehensive loss before
   reclassifications

 

 

(0.1

)

 

 

(1.6

)

 

 

0

 

 

 

(1.7

)

Amounts reclassified from accumulated other
   comprehensive loss

 

 

(0.1

)

 

 

0.4

 

 

 

 

 

 

0.3

 

Net other comprehensive loss

 

 

(0.2

)

 

 

(1.2

)

 

 

0

 

 

 

(1.4

)

Balance as of June 30, 2021

 

$

(0.2

)

 

$

(49.7

)

 

$

(59.6

)

 

$

(109.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2022

 

$

(0.2

)

 

$

(32.9

)

 

$

(75.6

)

 

$

(108.7

)

Other comprehensive loss before
   reclassifications

 

 

(3.6

)

 

 

(0.1

)

 

 

(20.5

)

 

 

(24.2

)

Amounts reclassified from accumulated other
   comprehensive loss

 

 

1.5

 

 

 

0.3

 

 

 

 

 

 

1.8

 

Net other comprehensive income (loss)

 

 

(2.1

)

 

 

0.2

 

 

 

(20.5

)

 

 

(22.4

)

Balance as of June 30, 2022

 

$

(2.3

)

 

$

(32.7

)

 

$

(96.1

)

 

$

(131.1

)

14


 

 

Cash Flow Hedges

 

 

Pension &
Postretirement

 

 

Foreign Currency
Translation

 

 

Total

 

Balance as of March 31, 2022

 

$

(0.2

)

 

$

(32.9

)

 

$

(75.6

)

 

$

(108.7

)

Other comprehensive loss before
   reclassifications

 

 

(3.6

)

 

 

(0.1

)

 

 

(20.5

)

 

 

(24.2

)

Amounts reclassified from accumulated other
   comprehensive loss

 

 

1.5

 

 

 

0.3

 

 

 

 

 

 

1.8

 

Net other comprehensive income (loss)

 

 

(2.1

)

 

 

0.2

 

 

 

(20.5

)

 

 

(22.4

)

Balance as of June 30, 2022

 

$

(2.3

)

 

$

(32.7

)

 

$

(96.1

)

 

$

(131.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2023

 

$

2.1

 

 

$

(16.3

)

 

$

(93.8

)

 

$

(108.0

)

Other comprehensive income (loss) before
   reclassifications

 

 

(0.7

)

 

 

(1.6

)

 

 

0.2

 

 

 

(2.1

)

Amounts reclassified from accumulated other
   comprehensive loss

 

 

(1.8

)

 

 

0.7

 

 

 

9.3

 

 

 

8.2

 

Net other comprehensive income (loss)

 

 

(2.5

)

 

 

(0.9

)

 

 

9.5

 

 

 

6.1

 

Balance as of June 30, 2023

 

$

(0.4

)

 

$

(17.2

)

 

$

(84.3

)

 

$

(101.9

)

A reconciliation of the changes in accumulated other comprehensive loss,income (loss), net of income tax, by component for the six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Gains and Losses on
Cash Flow Hedges

 

 

Pension &
Postretirement

 

 

Foreign Currency
Translation

 

 

Total

 

Balance as of December 31, 2020

 

$

 

 

$

(47.9

)

 

$

(49.6

)

 

$

(97.5

)

Other comprehensive loss before
reclassifications

 

 

(0.1

)

 

 

(2.8

)

 

 

(10.0

)

 

 

(12.9

)

Amounts reclassified from accumulated
other comprehensive loss

 

 

(0.1

)

 

 

1.0

 

 

 

 

 

 

0.9

 

Net other comprehensive loss

 

 

(0.2

)

 

 

(1.8

)

 

 

(10.0

)

 

 

(12.0

)

Balance as of June 30, 2021

 

$

(0.2

)

 

$

(49.7

)

 

$

(59.6

)

 

$

(109.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Hedges

 

 

Pension &
Postretirement

 

 

Foreign Currency
Translation

 

 

Total

 

Balance as of December 31, 2021

 

$

0

 

 

$

(32.3

)

 

$

(70.1

)

 

$

(102.4

)

 

$

 

 

$

(32.3

)

 

$

(70.1

)

 

$

(102.4

)

Other comprehensive loss before
reclassifications

 

 

(3.9

)

 

 

(1.2

)

 

 

(26.0

)

 

 

(31.1

)

 

 

(3.9

)

 

 

(1.2

)

 

 

(26.0

)

 

 

(31.1

)

Amounts reclassified from accumulated other
comprehensive loss

 

 

1.6

 

 

 

0.8

 

 

 

 

 

 

2.4

 

 

 

1.6

 

 

 

0.8

 

 

 

 

 

 

2.4

 

Net other comprehensive loss

 

 

(2.3

)

 

 

(0.4

)

 

 

(26.0

)

 

 

(28.7

)

 

 

(2.3

)

 

 

(0.4

)

 

 

(26.0

)

 

 

(28.7

)

Balance as of June 30, 2022

 

$

(2.3

)

 

$

(32.7

)

 

$

(96.1

)

 

$

(131.1

)

 

$

(2.3

)

 

$

(32.7

)

 

$

(96.1

)

 

$

(131.1

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2022

 

$

5.4

 

 

$

(15.3

)

 

$

(98.0

)

 

$

(107.9

)

Other comprehensive income (loss) before
reclassifications

 

 

(0.6

)

 

 

(3.3

)

 

 

4.4

 

 

 

0.5

 

Amounts reclassified from accumulated other
comprehensive loss

 

 

(5.2

)

 

 

1.4

 

 

 

9.3

 

 

 

5.5

 

Net other comprehensive income (loss)

 

 

(5.8

)

 

 

(1.9

)

 

 

13.7

 

 

 

6.0

 

Balance as of June 30, 2023

 

$

(0.4

)

 

$

(17.2

)

 

$

(84.3

)

 

$

(101.9

)

14


A reconciliation of the reclassifications from accumulated other comprehensive loss, net of income tax, for the three and six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Amount Reclassified from Accumulated Other
Comprehensive Loss

 

 

 

 

Amount Reclassified from Accumulated Other
Comprehensive Loss

 

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Recognized
Location

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

Recognized
Location

Gains (losses) on cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FX Forward Contracts

 

$

(1.5

)

 

$

0.1

 

 

$

(1.6

)

 

$

0.1

 

 

Cost of sales

 

$

1.8

 

 

$

(1.5

)

 

$

5.2

 

 

$

(1.6

)

 

Cost of sales

Total before income taxes

 

 

(1.5

)

 

 

0.1

 

 

 

(1.6

)

 

 

0.1

 

 

 

 

1.8

 

 

 

(1.5

)

 

 

5.2

 

 

 

(1.6

)

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, net of income taxes

 

$

(1.5

)

 

$

0.1

 

 

$

(1.6

)

 

$

0.1

 

 

 

$

1.8

 

 

$

(1.5

)

 

$

5.2

 

 

$

(1.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of pension and
postretirement items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial losses

 

$

(0.7

)

 

$

(1.1

)

 

$

(1.5

)

 

$

(2.4

)

(a)

 

Other income (expense) - net

 

$

(0.7

)

 

$

(0.7

)

 

$

(1.4

)

 

$

(1.5

)

(a)

 

Other expense - net

Amortization of prior service cost

 

 

0.4

 

 

 

0.7

 

 

 

0.7

 

 

 

1.4

 

(a)

 

Other income (expense) - net

 

 

 

 

 

0.4

 

 

 

 

 

 

0.7

 

(a)

 

Other expense - net

Total before income taxes

 

 

(0.3

)

 

 

(0.4

)

 

 

(0.8

)

 

 

(1.0

)

 

 

 

(0.7

)

 

 

(0.3

)

 

 

(1.4

)

 

 

(0.8

)

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, net of income taxes

 

$

(0.3

)

 

$

(0.4

)

 

$

(0.8

)

 

$

(1.0

)

 

 

$

(0.7

)

 

$

(0.3

)

 

$

(1.4

)

 

$

(0.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

Losses on foreign currency translation

 

$

(9.3

)

 

$

 

 

$

(9.3

)

 

$

 

 

 

Other expense - net

Total before income taxes

 

 

(9.3

)

 

 

 

 

 

(9.3

)

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, net of income taxes

 

$

(9.3

)

 

$

 

 

$

(9.3

)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total reclassifications for the period,
net of income taxes

 

$

(1.8

)

 

$

(0.3

)

 

$

(2.4

)

 

$

(0.9

)

 

 

$

(8.2

)

 

$

(1.8

)

 

$

(5.5

)

 

$

(2.4

)

 

(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 20222023 is included in the Company’s 20212022 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 June 30, 20222023 is 3,947,9633,290,968 shares.

15Stock-based compensation expense was $


2.3

During million and $0.9 million for the three months ended June 30, 2023 and 2022, and 2021, the Company recorded stock-basedrespectively. Stock-based compensation expense ofwas $0.95.4 million and $2.34.0 million respectively. Duringfor the six months ended June 30, 20222023 and 2021, the Company recorded stock-based compensation of $4.0 million and $4.8 million,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.

DuringThe Company granted 22,591 and 20,929 restricted stock units during the three months ended June 30, 2023 and 2022, and 2021,respectively. The Company granted 20,929500,283 and 750399,552 restricted stock units, were granted to employees, respectively. A totalinclusive of 342,91277,576 and 317,72456,640 restricted stock units, respectively, were granted to employeesdirector awards, during the six months ended June 30, 2023 and 2022, and 2021.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.

DuringNo performance shares units were issued by the Company to employees during the three months ended June 30, 2023 and 2022, respectively. A total of 316,022and 2021, 0198,334 performance shares units were grantedissued by the Company to employees. Duringemployees during the six months ended June 30, 20222023 and 2021, 198,334 and 203,697 performance shares were granted to employees,2022, respectively. Performance sharesshare units vest after three years and are earned based

15


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 20222023 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 20222023 to 20242025 and 40% on cumulative non-new machine sales for the year endingfrom January 1, 2023 through December 31, 2024.2025. The Company defines non-new machine sales as parts sales, used crane sales, rental revenue, service revenue and other revenue. The 20222023 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 20212022 are weighted 60% on the 3-year average of the Company’s adjusted EBITDA percentage from 20212022 to 20232024 and 40% on non-new machine sales for the year ending December 31, 2023.2024. The 20212022 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.

NaN equity compensation awards were granted to non-employee directors during the three months ended June 30, 2022 and 2021. A total of 56,640 and 56,672 equity compensation awards were granted to non-employee directors during the six months ended June 30, 2022 and 2021, respectively. The 2022 and 2021 non-employee director equity compensation awards vested immediately upon the grant date.

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 3three reportable segments: Americas, EURAF, and MEAP. The AmericasCompany aggregates certain of its operating segment includes the North America and South America continents. The EURAF operating segment includes Europe and Africa continents, excluding the Middle East region. The MEAP operating segment includes the Asia and Australia continents and the Middle East region. The results of the acquired businesses are included in the Americas segment.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.

16


The following table shows information by reportable segment for the three and six months ended June 30, 20222023 and 2021:2022:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

226.2

 

 

$

185.3

 

 

$

442.1

 

 

$

325.4

 

 

$

319.4

 

 

$

226.2

 

 

$

583.8

 

 

$

442.1

 

EURAF

 

 

209.0

 

 

 

180.8

 

 

 

388.2

 

 

 

335.3

 

 

 

185.8

 

 

 

209.0

 

 

 

364.0

 

 

 

388.2

 

MEAP

 

 

62.0

 

 

 

97.5

 

 

 

125.9

 

 

 

157.2

 

 

 

97.6

 

 

 

62.0

 

 

 

163.3

 

 

 

125.9

 

Total

 

$

497.2

 

 

$

463.6

 

 

$

956.2

 

 

$

817.9

 

 

$

602.8

 

 

$

497.2

 

 

$

1,111.1

 

 

$

956.2

 

Segment Operating
Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

18.4

 

 

$

21.9

 

 

$

24.2

 

 

$

28.9

 

 

$

29.6

 

 

$

18.4

 

 

$

58.1

 

 

$

24.2

 

EURAF

 

 

0.6

 

 

 

5.7

 

 

 

12.0

 

 

 

12.0

 

 

 

6.4

 

 

 

0.6

 

 

 

10.0

 

 

 

12.0

 

MEAP

 

 

8.0

 

 

 

9.8

 

 

 

21.1

 

 

 

16.6

 

 

 

19.0

 

 

 

8.0

 

 

 

27.6

 

 

 

21.1

 

Total

 

$

27.0

 

 

$

37.4

 

 

$

57.3

 

 

$

57.5

 

 

$

55.0

 

 

$

27.0

 

 

$

95.7

 

 

$

57.3

 

Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

9.3

 

 

$

3.4

 

 

$

19.0

 

 

$

7.3

 

 

$

7.4

 

 

$

9.3

 

 

$

14.6

 

 

$

19.0

 

EURAF

 

 

4.9

 

 

 

5.0

 

 

 

10.0

 

 

 

9.9

 

 

 

5.4

 

 

 

4.9

 

 

 

10.8

 

 

 

10.0

 

MEAP

 

 

0.7

 

 

 

0.5

 

 

 

1.3

 

 

 

1.0

 

 

 

0.6

 

 

 

0.7

 

 

 

1.2

 

 

 

1.3

 

Corporate

 

 

0.7

 

 

 

0.8

 

 

 

1.4

 

 

 

1.5

 

 

 

0.8

 

 

 

0.7

 

 

 

1.5

 

 

 

1.4

 

Total

 

$

15.6

 

 

$

9.7

 

 

$

31.7

 

 

$

19.7

 

 

$

14.2

 

 

$

15.6

 

 

$

28.1

 

 

$

31.7

 

Capital Expenditures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

2.6

 

 

$

2.1

 

 

$

5.2

 

 

$

2.9

 

 

$

19.0

 

 

$

2.6

 

 

$

23.4

 

 

$

5.2

 

EURAF

 

 

4.8

 

 

 

4.8

 

 

 

10.4

 

 

 

11.7

 

 

 

7.2

 

 

 

4.8

 

 

 

11.9

 

 

 

10.4

 

MEAP

 

 

0.7

 

 

 

0.5

 

 

 

1.2

 

 

 

0.7

 

 

 

0.8

 

 

 

0.7

 

 

 

1.0

 

 

 

1.2

 

Corporate

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

8.1

 

 

$

7.4

 

 

$

16.8

 

 

$

15.4

 

 

$

27.0

 

 

$

8.1

 

 

$

36.3

 

 

$

16.8

 

A reconciliation of the Company’s segment operating income to operating income in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Segment operating income

 

$

27.0

 

 

$

37.4

 

 

$

57.3

 

 

$

57.5

 

 

$

55.0

 

 

$

27.0

 

 

$

95.7

 

 

$

57.3

 

Unallocated corporate expenses

 

 

(8.7

)

 

 

(10.7

)

 

 

(21.4

)

 

 

(20.1

)

 

 

(20.6

)

 

 

(8.7

)

 

 

(31.0

)

 

 

(21.4

)

Unallocated restructuring
expense

 

 

 

 

 

 

 

 

(0.1

)

 

 

 

Total operating income

 

$

18.3

 

 

$

26.7

 

 

$

35.9

 

 

$

37.4

 

 

$

34.4

 

 

$

18.3

 

 

$

64.6

 

 

$

35.9

 

Net sales by geographic area for the three and six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

United States

 

$

199.1

 

 

$

165.2

 

 

$

391.2

 

 

$

286.5

 

 

$

270.9

 

 

$

199.1

 

 

$

484.7

 

 

$

391.2

 

Europe

 

 

200.9

 

 

 

176.7

 

 

 

375.1

 

 

 

324.9

 

 

 

178.0

 

 

 

200.9

 

 

 

352.4

 

 

 

375.1

 

Other

 

 

97.2

 

 

 

121.7

 

 

 

189.9

 

 

 

206.5

 

 

 

153.9

 

 

 

97.2

 

 

 

274.0

 

 

 

189.9

 

Total net sales

 

$

497.2

 

 

$

463.6

 

 

$

956.2

 

 

$

817.9

 

 

$

602.8

 

 

$

497.2

 

 

$

1,111.1

 

 

$

956.2

 

NetNew machine and non-new machines sales by product for the three and six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

New machine sales

 

$

358.1

 

 

$

348.5

 

 

$

687.7

 

 

$

594.4

 

 

$

452.4

 

 

$

358.1

 

 

$

808.9

 

 

$

687.7

 

Non-new machine sales

 

 

139.1

 

 

 

115.1

 

 

 

268.5

 

 

 

223.5

 

 

 

150.4

 

 

 

139.1

 

 

 

302.2

 

 

 

268.5

 

Total net sales

 

$

497.2

 

 

$

463.6

 

 

$

956.2

 

 

$

817.9

 

 

$

602.8

 

 

$

497.2

 

 

$

1,111.1

 

 

$

956.2

 

17


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 June 30, 2022,2023, 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 June 30, 2022,2023, the largest self-insured retention level for new occurrences currently maintained by the Company is $3.0 million per occurrence and applies to product liability claims for cranes manufacturedarising in the United States.North America.

ProductAs of June 30, 2023, current and long-term product liability reserves recordedwere $7.7 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 asSheets. These amounts are not reduced for insurance recoveries for claims above the Company's self-insured retention level. As of June 30, 20222023 and December 31, 2021 were2022, the Company had $8.80.8 million and $9.0zero million, respectively. These reserves, 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 current 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 June 30, 20222023 and December 31, 2021,2022, the Company had reserves of $57.253.7 million and $60.258.0 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 legal 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 costs,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 for the three and six months ended June 30, 2023. The total recorded estimated liability in the Company’sCompany's Condensed Consolidated Balance Sheets is $25.7 million and $14.9 million as of June 30, 20222023 and December 31, 2021.2022, 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

18


842 included in other current and non-current liabilities as of June 30, 20222023 and December 31, 20212022 was $27.425.4 million and $31.027.3 million, respectively. The total amount of buyback commitments given by the Company and outstanding as of June 30, 20222023 and December 31, 20212022 was $40.841.4 million and $36.442.5 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 $14.211.8 million and

18


$15.815.0 million as of June 30, 20222023 and December 31, 2021,2022, 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. If a product fails to comply with the Company’s warranty,In addition, the Company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products. The Company provides for an estimateincur other warranty related costs outside of costs that may be incurred under its standard warranty period. Costs for other warranty-related work are recorded in the period ata loss is probable and can be reasonably estimated. Below is a table summarizing the time product revenuewarranty and other warranty related work for the three and six months ended June 30, 2023 and 2022.

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Balance at beginning of period

 

$

56.4

 

 

$

59.4

 

 

$

58.0

 

 

$

60.2

 

Adjustments to accruals for warranties

 

 

4.4

 

 

 

5.9

 

 

 

11.0

 

 

 

11.8

 

Settlements made (in cash or in kind) during
   the period

 

 

(7.1

)

 

 

(6.7

)

 

 

(15.6

)

 

 

(12.8

)

Currency translation

 

 

0.0

 

 

 

(1.4

)

 

 

0.3

 

 

 

(2.0

)

Balance at end of period

 

$

53.7

 

 

$

57.2

 

 

$

53.7

 

 

$

57.2

 

Included in the warranty balance as of June 30, 2023 and December 31, 2022 is recognized. These costs primarily include labor$9.9 million and materials, as necessary, associated with repair or replacement. The primary factors that affect$9.2 million, respectively, of long-term warranty which is recorded in other non-current liabilities in the Company’s warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. Condensed Consolidated Balance Sheets.

The revenue deferred related to extended warranty periods included in other current and non-current liabilities as of June 30, 20222023 and December 31, 20212022 was $6.37.0 million and $7.0 million. Below is a table summarizing the warranty activity for the three and six months ended June 30, 2022 and 2021.

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Balance at beginning of period

 

$

59.4

 

 

$

59.9

 

 

$

60.2

 

 

$

63.2

 

Accruals for warranties issued during the
   period

 

 

5.9

 

 

 

7.6

 

 

 

11.8

 

 

 

13.4

 

Settlements made (in cash or in kind)
   during the period

 

 

(6.7

)

 

 

(8.2

)

 

 

(12.8

)

 

 

(16.2

)

Currency translation

 

 

(1.4

)

 

 

0.2

 

 

 

(2.0

)

 

 

(0.9

)

Balance at end of period

 

$

57.2

 

 

$

59.5

 

 

$

57.2

 

 

$

59.5

 

Included in the warranty balance as of June 30, 2022 and December 31, 2021 is $9.16.6 million, and $respectively.11.2 million, respectively, of long-term warranty which is recorded in other non-current liabilities in the Condensed Consolidated Balance Sheets.

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 six months ended June 30, 20222023 and 20212022 are summarized as follows:

 

Three Months Ended June 30, 2022

 

 

Three Months Ended June 30, 2021

 

 

Three Months Ended June 30, 2023

 

 

Three Months Ended June 30, 2022

 

 

 

 

 

 

 

 

Postretirement

 

 

 

 

 

 

 

 

Postretirement

 

 

 

 

 

 

 

 

Postretirement

 

 

 

 

 

 

 

 

Postretirement

 

 

U.S.

 

 

Non-U.S.

 

 

Health and

 

 

U.S.

 

 

Non-U.S.

 

 

Health and

 

 

U.S.

 

 

Non-U.S.

 

 

Health and

 

 

U.S.

 

 

Non-U.S.

 

 

Health and

 

 

Pension

 

 

Pension

 

 

Other

 

 

Pension

 

 

Pension

 

 

Other

 

 

Pension

 

 

Pension

 

 

Other

 

 

Pension

 

 

Pension

 

 

Other

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

 

Plans

 

Service cost - benefits earned during
the period

 

$

0

 

 

$

0.5

 

 

$

0.1

 

 

$

0

 

 

$

0.6

 

 

$

0.1

 

 

$

 

 

$

0.3

 

 

$

 

 

$

 

 

$

0.5

 

 

$

0.1

 

Interest cost of projected benefit obligations

 

 

0.8

 

 

 

0.3

 

 

 

0.1

 

 

 

0.7

 

 

 

0.3

 

 

 

0.1

 

 

 

1.4

 

 

 

0.6

 

 

 

0.1

 

 

 

0.8

 

 

 

0.3

 

 

 

0.1

 

Expected return on plan assets

 

 

(1.3

)

 

 

(0.3

)

 

 

0

 

 

 

(1.2

)

 

 

(0.2

)

 

 

0

 

 

 

(0.9

)

 

 

(0.4

)

 

 

 

 

 

(1.3

)

 

 

(0.3

)

 

 

 

Amortization of prior service cost

 

 

0

 

 

 

0

 

 

 

(0.4

)

 

 

0

 

 

 

0

 

 

 

(0.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.4

)

Amortization of actuarial net (gain) loss

 

 

0.5

 

 

 

0.4

 

 

 

(0.2

)

 

 

0.8

 

 

 

0.5

 

 

 

(0.2

)

 

 

0.6

 

 

 

0.4

 

 

 

(0.3

)

 

 

0.5

 

 

 

0.4

 

 

 

(0.2

)

Net periodic benefit cost

 

$

0

 

 

$

0.9

 

 

$

(0.4

)

 

$

0.3

 

 

$

1.2

 

 

$

(0.7

)

Net periodic benefit cost (income)

 

$

1.1

 

 

$

0.9

 

 

$

(0.2

)

 

$

 

 

$

0.9

 

 

$

(0.4

)

 

 

Six Months Ended June 30, 2022

 

 

Six Months Ended June 30, 2021

 

 

 

 

 

 

 

 

 

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

 

 

$

0.9

 

 

$

0.1

 

 

$

0

 

 

$

1.2

 

 

$

0.1

 

Interest cost of projected benefit obligations

 

 

1.6

 

 

 

0.7

 

 

 

0.1

 

 

 

1.4

 

 

 

0.6

 

 

 

0.1

 

Expected return on plan assets

 

 

(2.6

)

 

 

(0.6

)

 

 

0

 

 

 

(2.4

)

 

 

(0.5

)

 

 

0

 

Amortization of prior service cost

 

 

0

 

 

 

0

 

 

 

(0.7

)

 

 

0

 

 

 

0

 

 

 

(1.4

)

Amortization of actuarial net (gain) loss

 

 

1.0

 

 

 

0.8

 

 

 

(0.3

)

 

 

1.6

 

 

 

1.0

 

 

 

(0.2

)

Net periodic benefit cost

 

$

0

 

 

$

1.8

 

 

$

(0.8

)

 

$

0.6

 

 

$

2.3

 

 

$

(1.4

)

19


 

 

Six Months Ended June 30, 2023

 

 

Six Months Ended June 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

 

$

 

 

$

0.6

 

 

$

 

 

$

 

 

$

0.9

 

 

$

0.1

 

Interest cost of projected benefit obligations

 

 

2.8

 

 

 

1.3

 

 

 

0.2

 

 

 

1.6

 

 

 

0.7

 

 

 

0.1

 

Expected return on plan assets

 

 

(1.9

)

 

 

(0.8

)

 

 

 

 

 

(2.6

)

 

 

(0.6

)

 

 

 

Amortization of prior service cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.7

)

Amortization of actuarial net (gain) loss

 

 

1.2

 

 

 

0.8

 

 

 

(0.6

)

 

 

1.0

 

 

 

0.8

 

 

 

(0.3

)

Net periodic benefit cost (income)

 

$

2.1

 

 

$

1.9

 

 

$

(0.4

)

 

$

 

 

$

1.8

 

 

$

(0.8

)

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

20


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, 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:

The negative impacts COVID-19 hasMacroeconomic 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 willmay continue to have, a negative impact on Manitowoc’s business, financial condition, cash flows, and results of operations and supply chain, as well as customer demand (including future uncertain impacts);
actions of competitors;
changes in raw material and commodity prices;
changes in economic or industry conditions generally or in the markets served by Manitowoc;
unanticipated geopolitical events, including the ongoing conflict between Russia and Ukraine, 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;
geo-political events,equipment including the ongoing conflict between Russiachanges in government approval and Ukraine, has had and may continue to lead to market disruptions, including significant 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 impairmentfunding of assets and result in higher than expected charges to curtail the Company's operations in Russia;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;
the ability to complete and appropriately integrate acquisitions, strategic alliances, joint ventures, impairment of goodwill and/or other significant transactions;intangible assets;
unanticipated changes in revenues, margins and costs;
geographic factors and political and economic conditions and risks;
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;
unanticipated changes in the capital and financial markets;

21


the ability to focus on customers, new technologiescomplete and innovation;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;
the ability to convert orders and order activity into sales and the timing of those sales;
uncertainties associated with new product introductions, the successful development and market acceptance of new and innovative products that drive growth;

21


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 generate cashfocus on customers, new technologies and manage working capital consistent with Manitowoc’s stated goals;innovation;
unexpected issuesuncertainties associated with new product introductions, the availabilitysuccessful development and viabilitymarket acceptance of suppliers;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 replacement cycle of technologically obsolete products;
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 of Manitowoc's customers to receive financing;
natural disasters, other weather events, epidemics, pandemics and other public health crises disrupting commerce in one or more regions of the world;
the ability to focus and capitalize on product quality and reliability;
unexpected 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;
government approval and funding of projects and the effect of government-related issues or developments;
impairment of goodwill and/or intangible assets;
the inability to defend against potential infringement claims on intellectual property rights;
foreign currency fluctuation and its impact on reported results;
issues related to workforce reductions and potential subsequent rehiring;
the ability to sell products through distributors and other third parties;
unanticipated issues affecting the effective tax rate for the year;
acts of terrorism; and
other risk factors detailed in Manitowoc's 20212022 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.

22


Current Events

InflationSupply Chain, Labor and Logistics Challenges

The Company was negatively impacted by inflationary pressures mainly relatedcontinues to raw material inputactively monitor global supply chain, labor and logistics costsconstraints which had a negative impact on the Company's ability to timely source parts and complete and ship units for the three and six months ended June 30, 2022. The2023. While the Company has begun to see an easing in raw material input costs, however,experienced some relief of the Company anticipates continued inflationary pressures related to wages, logistics, energy and component costs. The Company has implemented price increases and provisional pricing strategies to offset inflationary pressures. There is a delay, however, in the realization of pricing due to longer lead times of orders in the backlog, exacerbated by delays in shipments. Continuing or worsening inflation may have a material adverse impact on the Company's financial condition, results of operations or cash flows.

Supply Chain, Labor and Logistics Challenges

Supplysupply chain labor and logistics challenges have impacted the Company's ability to source parts and complete units, which negatively impacted the Company’s results of operations and cash flowsconstraints, supply chains for the three and six months ended June 30, 2022.certain key components remain distressed. The Company continues to actively monitor and manage these challengessupply 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 challengesconstraints may have a material adverse impact on the Company's financial condition, results of operations or cash flows.

ConflictCurtailment of Operations in UkraineRussia

Russia’s invasion andAs of June 30, 2023, the related economic sanctions by Western governments onCompany's operations in Russia have resulted in volatile raw material, component and energy costs in Europe, exacerbating the inflation situation. In addition, the related sanctions have created uncertainty in Europe as it relates to the supply of oil and natural gas. Forbeen substantially curtailed. As a result, for the three and six months ended June 30, 2022, the Company’s EURAF segment was adversely impacted by rising component and raw material input costs. To manage the situation,2023, the Company has enacted price increases and looked at alternative sources for raw materials and components. However, ongoing economic sanctions targeting Russia may disrupt the Company’s supply chain and impact access to certain materials which may have a material adverse impactreleased $9.3 million of non-cash foreign currency translation adjustments recorded in accumulated other comprehensive loss on the Company’s financial condition, resultsCondensed 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 or cash flows. Additionally, the conflict has also heightened the threat of cybersecurity attacks. In response, the Company has increased monitoring of such threats and continues to take steps to enhance the security of its systems.

In the second quarter of 2022, the Company began to curtail its operations in Russia due to the ongoing conflict in Ukraine. The Company’s operations in Russia accounted for less than two percent of consolidated net sales in 2021 and were primarily limited to sales and aftermarket support with less than twenty employees. As part of the curtailment, the Company cancelled $21.0 million of orders in February 2022 and stopped taking new orders. The Company estimates future charges between $5.0 million and $15.0 million will be incurred throughout the curtailment process. The amount of estimated charges could materially differ from this range based on factors such as regulatory changes, additional sanctions or changes in foreign currency exchange rates.Russia.

Segment Operating Performance

The Company manages its business primarily on a geographic basis. The Company’sCompany has three reportable operating segments consist ofsegments: the Americas segment, EURAF segment and MEAP.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
June 30,

 

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

 

2022

 

 

2021

 

 

Dollar Change

 

 

Percentage Change

 

 

2022

 

 

2021

 

 

Dollar Change

 

 

Percentage Change

 

 

2023

 

 

2022

 

 

Dollar Change

 

 

Percentage Change

 

 

2023

 

 

2022

 

 

Dollar Change

 

 

Percentage Change

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

226.2

 

 

$

185.3

 

 

$

40.9

 

 

 

22.1

%

 

$

442.1

 

 

$

325.4

 

 

$

116.7

 

 

 

35.9

%

 

$

319.4

 

 

$

226.2

 

 

$

93.2

 

 

 

41.2

%

 

$

583.8

 

 

$

442.1

 

 

$

141.7

 

 

 

32.1

%

EURAF

 

 

209.0

 

 

 

180.8

 

 

 

28.2

 

 

 

15.6

%

 

 

388.2

 

 

 

335.3

 

 

 

52.9

 

 

 

15.8

%

 

 

185.8

 

 

 

209.0

 

 

 

(23.2

)

 

 

(11.1

)%

 

 

364.0

 

 

 

388.2

 

 

 

(24.2

)

 

 

(6.2

)%

MEAP

 

 

62.0

 

 

 

97.5

 

 

 

(35.5

)

 

 

(36.4

)%

 

 

125.9

 

 

 

157.2

 

 

 

(31.3

)

 

 

(19.9

)%

 

 

97.6

 

 

 

62.0

 

 

 

35.6

 

 

 

57.4

%

 

 

163.3

 

 

 

125.9

 

 

 

37.4

 

 

 

29.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Operating
Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Operating Income (Loss)

Segment Operating Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

18.4

 

 

$

21.9

 

 

$

(3.5

)

 

 

(16.0

)%

 

$

24.2

 

 

$

28.9

 

 

$

(4.7

)

 

 

(16.3

)%

 

$

29.6

 

 

$

18.4

 

 

$

11.2

 

 

 

60.9

%

 

$

58.1

 

 

$

24.2

 

 

$

33.9

 

 

 

140.1

%

EURAF

 

 

0.6

 

 

 

5.7

 

 

 

(5.1

)

 

 

(89.5

)%

 

 

12.0

 

 

 

12.0

 

 

 

 

 

 

%

 

 

6.4

 

 

 

0.6

 

 

 

5.8

 

 

*

 

 

 

10.0

 

 

 

12.0

 

 

 

(2.0

)

 

 

(16.7

)%

MEAP

 

 

8.0

 

 

 

9.8

 

 

 

(1.8

)

 

 

(18.4

)%

 

 

21.1

 

 

 

16.6

 

 

 

4.5

 

 

 

27.1

%

 

 

19.0

 

 

 

8.0

 

 

 

11.0

 

 

 

137.5

%

 

 

27.6

 

 

 

21.1

 

 

 

6.5

 

 

 

30.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Measure not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23


Americas

Americas segment net sales increased 22.1%41.2% for the three months ended June 30, 20222023 to $226.2$319.4 million from $185.3$226.2 million for the three months ended June 30, 2021.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 incremental net sales from the acquisitions and pricing actions. While backlog was higher entering the quarter, supply chain constraints impacted the Company's ability to produce and ship certain products.

Americas segment operating income decreased $3.5increased $11.2 million for the three months ended June 30, 20222023 to $18.4$29.6 million from $21.9$18.4 million for the three months ended June 30, 2021.same period in 2022. The decreaseincrease was primarily attributabledue to the higher net sales and favorable product mix. This was partially offset by charges for certain product-related lawsuits, higher material costs and transportation costs.higher labor costs in engineering, selling and administrative expenses.

Americas segment net sales increased 35.9%32.1% for the six months ended June 30, 20222023 to $442.1$583.8 million from $325.4$442.1 million for the six months ended June 30, 2021.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 incremental net sales from the acquisitions and pricing actions. While backlog was higher entering the year, supply chain constraints impacted the Company's ability to produce and ship certain products.

Americas segment operating income decreased $4.7increased $33.9 million for the six months ended June 30, 20222023 to $24.2$58.1 million from $28.9$24.2 million for the six months ended June 30, 2021.same period in 2022. The decreaseincrease was primarily attributabledue to the higher net sales and favorable product mix. This was partially offset by charges for certain product-related lawsuits, higher material costs and transportation costs.higher labor costs in engineering, selling and administrative expenses.

23


EURAF

EURAF segment net sales increased 15.6%decreased 11.1% for the three months ended June 30, 20222023 to $209.0$185.8 million from $180.8$209.0 million for the three months ended June 30, 2021.same period in 2022. The increasedecrease was primarily attributable to higherlower new and non-new machine sales, andpartially offset by pricing actions. While backlog was higher entering the quarter, supply chain constraints impacted the Company's ability to produce and ship certain products. EURAFSegment net sales was unfavorablyfavorably impacted by $23.8$4.0 million from changes in foreign currency exchange rates.

EURAF segment operating income decreased $5.1increased $5.8 million for the three months ended June 30, 20222023 to $0.6$6.4 million from $5.7$0.6 million for the three months ended June 30, 2021. The decrease was primarily attributable to higher material and transportation costs. Operating income was unfavorably impacted by $2.1 million from changessame period in foreign currency exchange rates.

EURAF net sales increased 15.8% for the six months ended June 30, 2022 to $388.2 million from $335.3 million for the six months ended June 30, 2021.2022. The increase was primarily attributable to higher new machine salesfavorable product mix and pricing actions. While backlogSegment operating income was higher entering the year, supply chain constraints impacted the Company's ability to produce and ship certain products. EURAF net sales was unfavorablyfavorably impacted by $37.1$0.8 million from changes in foreign currency exchange rates.

EURAF operating income of $12.0 millionsegment net sales decreased 6.2% for the six months ended June 30, 2022 remained flat year over year. This2023 to $364.0 million from $388.2 million for the same period in 2022. The decrease was primarily attributable to higher netlower new machine sales, partially offset by higher material and transportation costs. Operating incomepricing actions. Segment net sales was unfavorably impacted by $3.8$4.0 million from changes in foreign currency exchange rates.

EURAF segment operating income decreased $2.0 million for the six months ended June 30, 2023 to $10.0 million from $12.0 million for the same period in 2022. The decrease was primarily attributable to lower net sales and higher labor costs in engineering, selling and administrative expenses. This was partially offset by favorable product mix and pricing actions. Segment operating income was favorably impacted by $0.1 million from changes in foreign currency exchange rates.

MEAP

MEAP segment net sales decreased 36.4%increased 57.4% for the three months ended June 30, 20222023 to $62.0$97.6 million from $97.5$62.0 million for the three months ended June 30, 2021.same period in 2022. The decreaseincrease was primarily attributable to lowerhigher new and non-new machine sales year over year, partially offset by pricing actions. MEAPsales. Segment net sales was unfavorably impacted by $4.1$0.9 million from changes in foreign currency exchange rates.

MEAP segment operating income decreased $1.8increased $11.0 million for the three months ended June 30, 20222023 to $8.0$19.0 million from $9.8$8.0 million for the three months ended June 30, 2021.same period in 2022. The decreaseincrease was primarily attributable to lowerthe higher net sales and favorable product mix, partially offset by $3.6higher labor costs in engineering, selling and administrative expenses. Segment operating income was unfavorably impacted by $0.1 million of higher prior year expenses due to a write-off of a long-term note receivable from the 2014 divestiture of the Company's Chinese joint venture.changes in foreign currency exchange rates.

MEAP segment net sales decreased 19.9%increased 29.7% for the six months ended June 30, 20222023 to $125.9$163.3 million from $157.2$125.9 million for the six months ended June 30, 2021.same period in 2022. The decreaseincrease was primarily attributable to lowerhigher new and non-new machine sales year over year, partially offset by pricing actions. MEAPsales. Segment net sales was unfavorably impacted by $6.8$4.2 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $4.5$6.5 million for the six months ended June 30, 20222023 to $21.1$27.6 million from $16.6$21.1 million for the six months ended June 30, 2021.same period in 2022. The increase was primarily attributable to lower engineering, sellingthe higher net sales and favorable product mix. This was partially offset by higher labor and administrative expenses as a result of $3.6 million of higher prior year expense due to a write-off of a long-term note receivable from the 2014 divestiture of the Company's Chinese joint venturecosts and $4.8 million of benefitincome recorded in the currentprior year fromrelated to the partial recovery of the previously written-off long-term note receivable partially offsetfrom the 2014 divestiture of the Company’s Chinese joint venture. Segment operating income was unfavorably impacted by lower net sales.$0.5 million from changes in foreign currency exchange rates.

Results of Operations For The Three and Six Months Ended June 30, 2023 and 2022:

 

 

Three Months Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

2023

 

 

2022

 

 

Percentage Change

 

 

2023

 

 

2022

 

 

Percentage Change

 

Orders

 

$

550.5

 

 

$

434.0

 

 

 

26.8

%

 

$

1,075.3

 

 

$

915.6

 

 

 

17.4

%

Backlog

 

 

1,024.6

 

 

 

947.8

 

 

 

8.1

%

 

 

1,024.6

 

 

 

947.8

 

 

 

8.1

%

Net sales

 

 

602.8

 

 

 

497.2

 

 

 

21.2

%

 

 

1,111.1

 

 

 

956.2

 

 

 

16.2

%

Gross profit

 

 

123.0

 

 

 

88.7

 

 

 

38.7

%

 

 

229.3

 

 

 

173.7

 

 

 

32.0

%

Gross profit %

 

 

20.4

%

 

 

17.8

%

 

 

 

 

 

20.6

%

 

 

18.2

%

 

 

 

Engineering, selling and
   administrative expenses

 

 

87.6

 

 

69.3

 

 

 

26.4

%

 

 

162.7

 

 

 

135.8

 

 

 

19.8

%

Interest expense

 

 

9.0

 

 

 

7.9

 

 

 

13.9

%

 

 

17.1

 

 

 

15.3

 

 

 

11.8

%

Other expense - net

 

 

(10.0

)

 

 

(2.1

)

 

*

 

 

 

(11.1

)

 

 

(2.3

)

 

*

 

Benefit for income taxes

 

 

(5.2

)

 

 

(7.1

)

 

 

(26.8

)%

 

 

(1.0

)

 

 

(0.6

)

 

 

66.7

%

*Measure not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Orders and Backlog

24


Results of Operations for the three and six months ended June 30, 2022 and 2021:

 

 

Three Months Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

2022

 

 

2021

 

 

% Change

 

 

2022

 

 

2021

 

 

% Change

 

Orders

 

$

434.0

 

 

$

537.2

 

 

 

(19.2

)%

 

$

915.6

 

 

$

1,010.8

 

 

 

(9.4

)%

Backlog

 

 

947.8

 

 

 

736.1

 

 

 

28.8

%

 

 

947.8

 

 

 

736.1

 

 

 

28.8

%

Net sales

 

 

497.2

 

 

 

463.6

 

 

 

7.2

%

 

 

956.2

 

 

 

817.9

 

 

 

16.9

%

Gross profit

 

 

88.7

 

 

 

90.4

 

 

 

(1.9

)%

 

 

173.7

 

 

 

158.8

 

 

 

9.4

%

Gross profit %

 

 

17.8

%

 

 

19.5

%

 

 

 

 

 

18.2

%

 

 

19.4

%

 

 

 

Engineering, selling and
   administrative expenses

 

 

69.3

 

 

63.6

 

 

 

9.0

%

 

 

135.8

 

 

121.3

 

 

 

12.0

%

Interest expense

 

 

7.9

 

 

 

7.3

 

 

 

8.2

%

 

 

15.3

 

 

 

14.4

 

 

 

6.3

%

Other income (expense) - net

 

 

(2.1

)

 

 

2.8

 

 

*

 

 

 

(2.3

)

 

 

0.7

 

 

*

 

Provision (benefit) for income taxes

 

 

(7.1

)

 

 

4.0

 

 

*

 

 

 

(0.6

)

 

 

8.2

 

 

*

 

*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 has a floor has been received but has not been recognized in net sales. Orders and backlog are not measures defined by accounting principles generally accepted in the United States of America (“GAAP”)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 June 30, 2022 decreased 19.2%2023 increased 26.8% to $434.0$550.5 million from $537.2$434.0 million for the same period in 2021.2022. The decrease in ordersincrease was primarily attributable to softening globalhigher demand becausein all of continuing inflationary pressures, rising interest rates and overall near-term economic uncertainty.the Company’s segments. Orders were unfavorablyfavorably impacted by $22.6$4.0 million from changes in foreign currency exchange rates.

Orders for the six months ended June 30, 2022 decreased 9.4%2023 increased 17.4% to $915.6$1,075.3 million from $1,010.8$915.6 million for the same period in 2021.2022. The decrease in ordersincrease was primarily attributable to softening globalhigher demand in all of the second quarter of 2022 because of continuing inflationary pressures, rising interest rates and overall near-term economic uncertainty. In addition, the Company cancelled $21.0 million of orders during the first quarter of 2022, which were included in backlog as of December 31, 2021, due to Russia's invasion of Ukraine.Company’s segments. Orders were unfavorably impacted by $37.2$4.5 million from changes in foreign currency exchange rates.

As of June 30, 2022,2023, total backlog was $947.8$1,024.6 million, a 6.2%3.0% decrease from the December 31, 20212022 backlog of $1,010.9$1,056.0 million, and a 28.8%8.1% increase from the June 30, 20212022 backlog of $736.1$947.8 million. The decrease in backlog from December 31, 2021,2022, was primarily attributable to lower orders due to softening global demand, partially offset by delays inhigher shipments due toas a result of improving supply chain constraints.conditions. Backlog was unfavorablyfavorably impacted from changes in foreign currency exchange rates by $36.7$5.3 million and $55.9$11.9 million from December 31, 20212022 and June 30, 2021,2022, respectively.

Net Sales

NetConsolidated net sales for the three months ended June 30, 20222023 increased 7.2%21.2% to $497.2$602.8 million from $463.6$497.2 million in the same period in 2021.2022. The increase was primarily attributable to higher new and non-new machine sales in the Americas and EURAFMEAP segments and global pricing actions and higher non-new machine sales. While backlogactions. This was higher enteringpartially offset by lower sales in the quarter, supply chain constraints impacted the Company's ability to produce and ship certain products. The acquisitions of Aspen and the crane business of H&E contributed to the increase in net sales by $44.8 million.EURAF segment. Net sales was unfavorablyfavorably impacted by $27.9$3.1 million from changes in foreign currency exchange rates.

NetConsolidated net sales for the six months ended June 30, 20222023 increased 16.9%16.2% to $956.2$1,111.1 million from $817.9$956.2 million for the same period in 2021.2022. The increase was primarily attributable to higher new and non-new machine sales in the Americas and EURAFMEAP segments and global pricing actions and higher non-new machine sales. While backlogactions. This was higher enteringpartially offset by lower sales in the year, supply chain constraints impacted the Company's ability to produce and ship certain products. The acquisitions of Aspen and the crane business of H&E contributed to the increase in net sales by $86.1 million.EURAF segment. Net sales was unfavorably impacted by $43.7$8.1 million from changes in foreign currency exchange rates.

25


Gross Profit

Gross profit for the three months ended June 30, 20222023 was $88.7$123.0 million, a decreasean increase of $1.7$34.3 million compared to $90.4$88.7 million for the same period in 2021.2022. The decreaseincrease was primarily attributable to higher material and transportation costs, partially offset bythe higher net sales.sales and favorable product mix. Gross profit was unfavorablyfavorably impacted by $5.9$0.5 million from changes in foreign currency exchange rates.

Gross profit percentage decreasedincreased in the three months ended June 30, 20222023 to 17.8%20.4% from 19.5%17.8% for the same period in 20212022 primarily due to increases in materialfavorable product mix and transportation costs.pricing actions.

Gross profit for the six months ended June 30, 20222023 was $173.7$229.3 million, an increase of $14.9$55.6 million compared to $158.8$173.7 million for the same period in 2021.2022. The increase was primarily attributable to the higher net sales in the Americas and EURAF segments, partially offset by higher material and transportation costs.favorable product mix. Gross profit was unfavorably impacted by $9.6$1.6 million from changes in foreign currency exchange rates.

Gross profit percentage decreasedincreased during the six months ended June 30, 20222023 to 18.2%20.6% from 19.4%18.2% for the same period in 20212022 primarily due to increases in materialfavorable product mix and transportation costs.pricing actions.

Engineering, Selling, and Administrative Expenses

Engineering, selling, and administrative expenses increased 9.0%26.4% to $69.3$87.6 million for the three months ended June 30, 20222023 compared to $63.6$69.3 million for the same period in 2021.2022. The increase was primarily attributable to a $10.8 million charge related to a legal matter with the acquisitions which accountedU.S. EPA and higher employee related costs. Engineering, selling, and administrative expenses were unfavorably impacted by $0.4 million from changes in foreign currency exchange rates.

Engineering, selling and administrative expenses increased 19.8% to $162.7 million for incrementalthe six months ended June 30, 2023 compared to $135.8 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 of $11.5 million. This was partially offset by $3.6and $4.8 million of higherbenefit recorded in the prior year expenses due tofrom the write-offpartial recovery of athe previously written-off long-term note receivable from the 2014 divestiture of the Company's Chinese joint venture and lower stock-based compensation expense of $1.4 million.venture. Engineering, selling and administrative expenses were favorably impacted by $3.7$1.2 million from changes in foreign currency exchange rates.

25


Engineering, selling and administrative expenses increased 12.0% to $135.8 million for the six months ended June 30, 2022 compared to $121.3 million for the same period in 2021. The increase was primarily attributable to the acquisitions which accounted for incremental costs of $22.1 million and higher employee related costs. This was partially offset by $3.6 million of higher prior year expense due to a write-off of a long-term note receivable from the 2014 divestiture of the Company's Chinese joint venture, $4.8 million of benefit in the current year from the partial recovery of the previously written-off long-term note receivable and lower stock-based compensation expense of $0.8 million. Engineering, selling and administrative expenses were favorably impacted by $5.8 million from changes in foreign currency exchange rates.

Interest Expense

Interest expense for the three months ended June 30, 20222023 was $7.9$9.0 million compared to $7.3$7.9 million for the three months ended June 30, 2021. The increasesame period in interest2022. Interest expense isincreased year-over-year primarily due to higher outstanding balances of variable rate debt.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 six months ended June 30, 20222023 was $15.3$17.1 million compared to $14.4$15.3 million for the six months ended June 30, 2021. The increasesame period in interest2022. Interest expense isincreased year-over-year primarily due to higher outstanding balances of variable rate debt.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)Expense - Net

Other income (expense)expense - net was $2.1$10.0 million of expense during the three months ended June 30, 20222023 and $2.8$2.1 million of income for the same period in 2021.2022. Other expense – net during the three months ended June 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 $1.5 million of pension benefit and postretirement health costs. This was partially offset by $1.4 million of net foreign currency gains and a $0.2 million gain on disposal of property, plant and equipment. Other income (expense) – net during the three months ended June 30, 2022 was primarily composed of $2.6 million of net foreign currency losses and a $0.5 million charge related to non-capitalizable one-time legal and debt related costs, partially offset by a $1.1 million gain on disposal of property, plant and equipment.

Other income (expense)expense - net was $11.1 million during the six months ended June 30, 2023 and $2.3 million for the same period in 2022. Other expense – net during the threesix months ended June 30, 20212023 was primarily composed of $3.1a $9.3 million non-cash write-off of net foreign currency gains, partially offset by $0.2translation adjustments related to the curtailment of operations in Russia and $3.1 million of pension benefit and postretirement health costs.

Other income (expense) - net This was $2.3partially offset by $1.8 million of expense during the six months ended June 30, 2022net foreign currency gains and $0.7a $0.2 million gain on disposal of income for the same period in 2021.property, plant and equipment. Other income (expense)expense – net during the six months ended June 30, 2022 was primarily composed of $3.2 million of net foreign currency losses and a $0.5 million charge related to non-capitalizable one-time legal and debt related costs, partially offset by a $1.1 million gain on disposal of property, plant and equipment. Other income (expense) – net during the six months ended June 30, 2021 was primarily composed of $1.4 million of net foreign currency gains, partially offset by $0.3 million of pension benefit and postretirement health costs.

26


Provision (benefit)Benefit for Income Taxes

For the three months ended June 30, 2022,2023 and 2021,2022, the Company recorded a benefit for income taxes of $7.1$5.2 million and a provision for income taxes of $4.0$7.1 million, respectively. During the three months ended June 30, 2022, the Company released2023, a $12.1discrete net tax benefit of $13.5 million uncertain tax position, inclusivewas recorded, of $1.2which $13.9 million of interest,is related to U.S. Federalthe release of a remaining valuation allowance against tax planning strategies implemented as a result ofassets after estimated current year utilization. During the CARES Act. This was partially offset by the jurisdictional mix of the year-to-date income before income taxes. In addition, the Company’s effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates.

For the sixthree months ended June 30, 2022, and 2021, the Companya discrete tax benefit of $11.0 million was recorded, a benefit for income taxes of $0.6 million and a provision for income taxes of $8.2 million, respectively. The year-over-year decrease in the Company's provision for income taxes for the six months ended June 30, 2022, primarily relatesrelated to the release of a $12.1 million uncertain tax position, inclusive of $1.2 million of interest, related to U.S. Federal tax planning strategies implemented as a result of the CARES Act. This was partially offset by the jurisdictional mix of the year-to-date income before income taxes. In addition,The increase in the Company’s effective tax rate varies frombenefit for the U.S. federal statutory rate of 21% duethree ended June 30, 2023, relative to results of foreign operations that are subjectthe prior year primarily relates to an increase in the discrete tax benefit recorded year over year.

For the six months ended June 30, 2023 and 2022, the Company recorded a benefit for income taxes at different statutory rates.of $1.0 million and $0.6 million, respectively. The increase in the Company’s tax benefit for the six months ended June 30, 2023, relative to the prior year primarily relates to an increase in the discrete tax benefit recorded year over year.

Financial Condition

Cash Flows

The table below shows aA summary of cash flows for the six months ended June 30, 2023 and 2022 and 2021:are as follows:

 

Six Months Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

2022

 

 

2021

 

 

Dollar Change

 

 

2023

 

 

2022

 

 

Dollar Change

 

Net cash provided by operating activities

 

$

5.7

 

 

$

49.7

 

 

$

(44.0

)

Net cash provided by (used for) operating activities

 

$

(3.1

)

 

$

5.7

 

 

$

(8.8

)

Net cash used for investing activities

 

 

(13.1

)

 

 

(15.3

)

 

 

2.2

 

 

 

(31.2

)

 

 

(13.1

)

 

 

(18.1

)

Net cash used for financing activities

 

 

(25.9

)

 

 

(2.6

)

 

 

(23.3

)

 

 

(4.4

)

 

 

(25.9

)

 

 

21.5

 

Cash and cash equivalents

 

 

42.5

 

 

 

158.5

 

 

 

(116.0

)

 

 

25.9

 

 

 

42.5

 

 

 

(16.6

)

Cash Flows From Operating Activities

Cash flows provided byused for operating activities of $5.7$3.1 million for the six months ended June 30, 20222023 decreased $44.0$8.8 million from cash provided by operating activities of $49.7$5.7 million for the six months ended June 30, 2021.same period in 2022. The decrease in net cash provided by operating activities was due to higher working capital driven by an increase in inventory as a resultdue to cost inflation, logistics

26


constraints and increased stocking of supply chain constraints that impacted completion and shipment of orders during the second quarter of 2022. Theinventory due to higher inventorydemand. This was partially offset by higher net income adjusted for non-cash items, including higher depreciation compared to the prior year due to the acquisitions and higher unrealized foreign currency losses due to the strengthening of the U.S. dollar. This was partially offset by a one-time non-cash tax benefit from the release of an uncertain tax position in the U.S.items.

Cash Flows From Investing Activities

Net cash used for investing activities of $13.1$31.2 million for the six months ended June 30, 2022 decreased $2.22023 increased $18.1 million from $15.313.1 million for six months ended June 30, 2021.the same period in 2022. The decreaseincrease in net cash used for investing activities was primarily due to a$19.5 million of higher capital expenditures and $2.3 million of cash receiptreceipts in the prior year related to the finalization of the purchase price for the acquisition of the crane business of H&E and&E. This was partially offset by $3.7 million of higher proceeds from the sale of property, plant and equipment partially offset by higher capital expenditures as compared to the prior year.

Cash Flows From Financing Activities

Net cash used for financing activities of $25.9$4.4 million for the six months ended June 30, 2022 increased $23.32023 decreased $21.5 million from $2.625.9 million for the six months ended June 30, 2021.The increasesame period in 2022. The decrease in net cash used for financing activities was primarily due to a $20.0$2.0 million payment of outstanding amountsnet proceeds under the Company'sCompany’s ABL Revolving Credit Facility $1.8as compared to $20.0 million of net payments for debt issuance and other debt related costs and $1.9 million of common stock repurchases.in the prior year. This was partially offset by lower payments on other debt and lower proceeds from the exercises$3.6 million of higher common stock optionsrepurchases as compared to the prior year.

27


Liquidity and Capital Resources

The Company’s liquidity position as of June 30, 2022,2023, December 31, 20212022 and June 30, 20212022 is summarized as follows:

 

June 30, 2022

 

 

December 31, 2021

 

 

June 30, 2021

 

 

June 30, 2023

 

 

December 31, 2022

 

 

June 30, 2022

 

Cash and cash equivalents

 

$

42.5

 

 

$

75.4

 

 

$

158.5

 

 

$

25.9

 

 

$

64.4

 

 

$

42.5

 

Revolver borrowing capacity

 

 

275.0

 

 

 

239.3

 

 

 

253.6

 

 

 

275.0

 

 

 

275.0

 

 

 

275.0

 

Other debt availability

 

 

43.3

 

 

 

47.2

 

 

 

45.0

 

 

 

43.4

 

 

 

43.8

 

 

 

43.3

 

Less: Borrowings on revolver

 

 

(80.0

)

 

 

(100.0

)

 

 

 

 

 

(82.0

)

 

 

(80.0

)

 

 

(80.0

)

Less: Borrowings on other debt

 

 

(10.1

)

 

 

(4.7

)

 

 

 

 

 

(4.2

)

 

 

(4.3

)

 

 

(10.1

)

Less: Outstanding letters of credit

 

 

(3.0

)

 

 

(3.0

)

 

 

(3.0

)

 

 

(3.2

)

 

 

(3.0

)

 

 

(3.0

)

Total liquidity

 

$

267.7

 

 

$

254.2

 

 

$

454.1

 

 

$

254.9

 

 

$

295.9

 

 

$

267.7

 

The Company believes its liquidity and expected cash flows from operations are sufficient to meet expected working capital, capital expenditure, and other general ongoing operational needs in the subsequent twelve months.

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 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 maturity dateterm of May 19, 2027 (with 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),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 in Europe and China.capital. There are six facilities, of which fourfive facilities are denominated in Euros totaling €28.0 million, one facility denominated in U.S. dollars totaling $9.5€36.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of June 30, 20222023 for the six overdraft facilities is $43.3$43.4 million, with $10.1$4.2 million outstanding.

27


Debt

Outstanding debt as of June 30, 20222023 and December 31, 20212022 is summarized as follows:

 

June 30, 2022

 

 

December 31, 2021

 

 

June 30, 2023

 

 

December 31, 2022

 

Senior secured asset based revolving credit facility

 

$

80.0

 

 

$

100.0

 

Borrowings under senior secured asset based revolving credit facility

 

$

82.0

 

 

$

80.0

 

Senior secured second lien notes due 2026

 

 

300.0

 

 

 

300.0

 

 

 

300.0

 

 

 

300.0

 

Other debt

 

 

15.8

 

 

 

10.3

 

 

 

7.4

 

 

 

8.0

 

Deferred financing costs

 

 

(2.6

)

 

 

(3.1

)

 

 

(2.0

)

 

 

(2.4

)

Total debt

 

 

393.2

 

 

 

407.2

 

 

 

387.4

 

 

 

385.6

 

Short-term borrowings and current portion
of long-term debt

 

 

(13.5

)

 

 

(7.3

)

 

 

(6.7

)

 

 

(6.1

)

Long-term debt

 

$

379.7

 

 

$

399.9

 

 

$

380.7

 

 

$

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.

28


Restructuring

The Company's current restructuring activities will be substantially completed in the second half of 2022. The remaining current restructuring activity will have an immaterial impact on the Company's results of operations and cash flows.

Non-GAAP Measures

The Company uses EBITDA, adjusted EBITDA, adjusted operating income and free cash flows, which are financial measures that are not prepared in accordance with U.S. 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 U.S. GAAP financial information provided herein.

EBITDA Adjusted EBITDA and Adjusted Operating IncomeEBITDA

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),expense - net, and certain other charges. The Company defines adjusted operating income as operating income plus the addback or subtraction of restructuring and certain other charges.non-recurring items. The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA and to adjusted operating income and operating income for the three and six months ended June 30, 20222023 and 20212022 and trailing twelve months is summarized as follows.

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Trailing Twelve

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Months

 

Net income

$

15.1

 

 

$

17.9

 

 

$

18.2

 

 

$

14.8

 

 

$

14.4

 

Interest expense and amortization of deferred
   financing fees

 

8.2

 

 

 

7.6

 

 

 

16.0

 

 

 

15.1

 

 

 

31.3

 

Provision (benefit) for income taxes

 

(7.1

)

 

 

4.0

 

 

 

(0.6

)

 

 

8.2

 

 

 

(2.7

)

Depreciation expense

 

15.6

 

 

 

9.7

 

 

 

31.7

 

 

 

19.7

 

 

 

57.5

 

Amortization of intangible assets

 

0.8

 

 

 

0.1

 

 

 

1.6

 

 

 

0.2

 

 

 

2.8

 

EBITDA

 

32.6

 

 

 

39.3

 

 

 

66.9

 

 

 

58.0

 

 

 

103.3

 

Restructuring (income) expense

 

0.3

 

 

 

 

 

 

0.4

 

 

 

(0.1

)

 

 

(0.6

)

Asset impairment expense

 

 

 

 

 

 

 

 

 

 

 

 

 

1.9

 

Other non-recurring charges (1)

 

1.4

 

 

 

4.2

 

 

 

(2.0

)

 

 

4.6

 

 

 

15.2

 

Other (income) expense - net (2)

 

2.1

 

 

 

(2.8

)

 

 

2.3

 

 

 

(0.7

)

 

 

2.0

 

Adjusted EBITDA

 

36.4

 

 

 

40.7

 

 

 

67.6

 

 

 

61.8

 

 

 

121.8

 

Depreciation expense

 

(15.6

)

 

 

(9.7

)

 

 

(31.7

)

 

 

(19.7

)

 

 

(57.5

)

Amortization of intangible assets

 

(0.8

)

 

 

(0.1

)

 

 

(1.6

)

 

 

(0.2

)

 

 

(2.8

)

Adjusted operating income

 

20.0

 

 

 

30.9

 

 

 

34.3

 

 

 

41.9

 

 

 

61.5

 

Restructuring (income) expense

 

(0.3

)

 

 

 

 

 

(0.4

)

 

 

0.1

 

 

 

0.6

 

Asset impairment expense

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.9

)

Other non-recurring charges (1)

 

(1.4

)

 

 

(4.2

)

 

 

2.0

 

 

 

(4.6

)

 

 

(15.2

)

Operating income

$

18.3

 

 

$

26.7

 

 

$

35.9

 

 

$

37.4

 

 

$

45.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin percentage

 

7.3

%

 

 

8.8

%

 

 

7.1

%

 

 

7.6

%

 

 

6.6

%

Adjusted operating income margin percentage

 

4.0

%

 

 

6.7

%

 

 

3.6

%

 

 

5.1

%

 

 

3.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Trailing Twelve

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

Months

 

Net income (loss)

$

20.2

 

 

$

15.1

 

 

$

36.7

 

 

$

18.2

 

 

$

(105.1

)

Interest expense and amortization of deferred
   financing fees

 

9.4

 

 

 

8.2

 

 

 

17.8

 

 

 

16.0

 

 

 

34.8

 

Provision (benefit) for income taxes

 

(5.2

)

 

 

(7.1

)

 

 

(1.0

)

 

 

(0.6

)

 

 

3.0

 

Depreciation expense

 

14.2

 

 

 

15.6

 

 

 

28.1

 

 

 

31.7

 

 

 

57.0

 

Amortization of intangible assets

 

0.7

 

 

 

0.8

 

 

 

1.7

 

 

 

1.6

 

 

 

3.2

 

EBITDA

 

39.3

 

 

 

32.6

 

 

 

83.3

 

 

 

66.9

 

 

 

(7.1

)

Restructuring expense

 

0.3

 

 

 

0.3

 

 

 

0.3

 

 

 

0.4

 

 

 

1.4

 

Asset impairment expense (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

171.9

 

Other non-recurring items - net (2)

 

10.8

 

 

 

1.4

 

 

 

10.8

 

 

 

(2.0

)

 

 

11.8

 

Other expense - net (3)

 

10.0

 

 

 

2.1

 

 

 

11.1

 

 

 

2.3

 

 

 

3.0

 

Adjusted EBITDA

$

60.4

 

 

$

36.4

 

 

$

105.5

 

 

$

67.6

 

 

$

181.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin percentage

 

10.0

%

 

 

7.3

%

 

 

9.5

%

 

 

7.1

%

 

 

8.3

%

(1)
The adjustment for the trailing twelve months represents non-cash goodwill and indefinite-lived intangible asset impairment charges.
(2)
Other non-recurring chargesitems - net for the three months and six months ended June 30, 2023 relate to $10.8 million of costs associated with a legal matter with the U.S. EPA. Other non-recurring items - net for the three months ended June 30, 2022 relate to the$1.1 million of fair value step up on rental fleet assets sold during the period that was expensed within cost of sales, $0.1 million of other one-time costs associated with the acquired businesses, and other one-time charges.

28


charges of $0.2 million. Other non-recurring chargesitems - net for the six months ended June 30, 2022 relate to the fair value step up on rental fleet assets sold during the period that was expensed within cost$4.8 million of sales, one-time costs associated with the acquired businesses, 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, and other one-time charges. Other non-recurring charges for the three and six months ended June 30, 2021 relate to a loss from a write-off on a long-term note receivable from the 2014 divestiturepartially offset by $2.0 million of the Company's Chinese joint venture and one-time acquisitions costs. Other non-recurring charges for the trailing twelve months relate to the 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 businesses,business, and other one-time charges of $0.2 million. Other non-recurring items - net for the trailing twelve months relate to $10.8 million of costs associated with a legal matter with the U.S. Environmental Protection Agency, income fromEPA and $1.0 million of fair value step up on rental fleet assets sold during the partial recovery of the previously written off long-term note receivable from the 2014 divestiture of the Company's Chinese joint venture and other one-time charges. Other non-recurring charges are included inperiod that was expensed within cost of sales or engineering, selling and administrative expenses in the Condensed Consolidated Statements of Operations.sales.

29


(2)(3)
Other (income) 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, six, and trailing twelve months ended June 30, 20222023 and the three and six months ended June 30, 2021.2022. Other expense – net for the three, six, and trailing twelve months ended June 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 six months ended June 30, 20222023 and 20212022 is summarized as follows.

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net cash provided by operating activities

 

$

0.1

 

 

$

8.9

 

 

$

5.7

 

 

$

49.7

 

Net cash provided by (used for) operating activities

 

$

(17.2

)

 

$

0.1

 

 

$

(3.1

)

 

$

5.7

 

Capital expenditures

 

 

(8.1

)

 

 

(7.4

)

 

 

(16.8

)

 

 

(15.4

)

 

 

(27.0

)

 

 

(8.1

)

 

 

(36.3

)

 

 

(16.8

)

Free cash flows

 

$

(8.0

)

 

$

1.5

 

 

$

(11.1

)

 

$

34.3

 

 

$

(44.2

)

 

$

(8.0

)

 

$

(39.4

)

 

$

(11.1

)

Critical Accounting Policies

The Company's critical accounting policies have not materially changed since the 20212022 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, 20212022 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 20212022 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, 2021.2022.

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.

3029


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, 2021,2022, which was filed with the Securities and Exchange Commission on February 22, 2022.24, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

Periods

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Program

 

 

Approximate Dollar Value (in millions) of Shares That May Yet Be Purchased Under the Program

 

April 2022

 

 

 

 

$

 

 

 

 

 

$

10.6

 

May 2022

 

 

30,000

 

 

$

12.2

 

 

 

30,000

 

 

$

10.2

 

June 2022

 

 

120,000

 

 

$

13.0

 

 

 

120,000

 

 

$

8.7

 

Total

 

 

150,000

 

 

 

 

 

 

150,000

 

 

 

 

As of June 30, 2022,2023, the Company hadhas $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. AsThe Company's share repurchases program purchases shares in the open market to offset stock-based awards issued in conjunction with the Company's 2013 Omnibus Incentive Plan.

The Company's purchases of equity securities in the second quarter 2023 are summarized as follows:

Periods

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Program

 

 

Approximate Dollar Value (in millions) of Shares That May Yet Be Purchased Under the Program

 

April 2023

 

 

 

 

$

 

 

 

 

 

$

4.1

 

May 2023

 

 

129,138

 

 

$

15.46

 

 

 

129,138

 

 

$

2.1

 

June 2023

 

 

 

 

$

 

 

 

 

 

$

2.1

 

Total

 

 

129,138

 

 

 

 

 

 

129,138

 

 

 

 

Shares withheld to satisfy statutory tax withholding requirements related to the vesting of stock-based awards are not issued or considered share repurchases under the Company's share repurchase program and, therefore, are excluded from the table above.

Item 5. Other Information

(c) During the three months ended June 30, 2022,2023, no director or Section 16 officer of the Company had $8.7 million remaining under this authorization.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

30

Exhibit No.

 

Description

 

Filed/Furnished

Herewith

 

10.1

 

 

 

 

Amendment No. 2 to Credit Agreement, dated as of May 19, 2022, among The Manitowoc Company, Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-k, filed May 20, 2022).

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

 


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

31


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 5, 20228, 2023

The Manitowoc Company, Inc.

(Registrant)

/s/ Aaron H. Ravenscroft

Aaron H. Ravenscroft

President and Chief Executive Officer

(Principal Executive Officer)Officer and Director)

/s/ Brian P. Regan

Brian P. Regan

Executive Vice President and Chief Financial Officer

(Principal Financial OfficerOfficer)

/s/ Ryan M. Palmer

Ryan M. Palmer

Vice President, Corporate Controller and Principal Accounting Officer

(Principal Accounting Officer)

32