MTW Manitowoc Company

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): October 30, 2024

The Manitowoc Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Registrant’s Telephone Number, Including Area Code: (414) 760-4600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Wisconsin	1-11978	39-0448110
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11270 West Park Place, Suite 1000 Milwaukee, WI		53224
(Address of Principal Executive Offices)		(Zip Code)

 

 

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Emerging growth company ☐

 

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. ☐

 

 

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Item 2.02 Results of Operations and Financial Conditions

On October 30, 2024, the Manitowoc Company, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2024. A copy of such press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description		Furnished Herewith
99.1		The Manitowoc Company, Inc. Press Release dated October 30, 2024.		X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).		X

 

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SIGNATURES

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

 

 

		THE MANITOWOC COMPANY, INC.
		(Registrant)
DATE: October 30, 2024		/s/ Brian P. Regan
		Brian P. Regan
		Executive Vice President & Chief Financial Officer

 

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Exhibit 99.1

The Manitowoc Company Reports Third-Quarter 2024 Financial Results

MILWAUKEE, Wis. - The Manitowoc Company, Inc. (NYSE: MTW) (the “Company” or “Manitowoc”) today reported a third-quarter net loss of $7.0 million, or $0.20 per diluted share. Third-quarter adjusted net loss(1) was $2.9 million, or $0.08 per diluted share.

Orders in the third quarter were $424.7 million, a 20.0% decrease from the prior year, resulting in backlog at the end of the third quarter of $742.1 million. Net sales in the third quarter were flat year-over-year at $524.8 million, and adjusted EBITDA(1) was $26.2 million, a decrease of 21.3% from the prior year.

“During the quarter, we made good progress on our CRANES+50 strategy; non-new machine sales reached a new high of $617.5 million for the trailing twelve-months. Demand, however, for new cranes slowed as customers await the outcome of the U.S. election and further interest rate cuts. Given the soft results in the third quarter, we are expecting our full year adjusted EBITDA to be at the low end of our guidance. Strengthening our balance sheet with a focus on working capital remains our top financial priority,” commented Aaron H. Ravenscroft, President and Chief Executive Officer of The Manitowoc Company, Inc.

“Looking longer term, we are optimistic as central banks continue to cut interest rates, monies from the Infrastructure and CHIPS bills begin to flow, activity in the Middle East remains strong, and crane fleets age to historic levels. As we continue to launch new machines and execute our CRANES+50 strategy, we are well positioned to capitalize on these trends,” concluded Ravenscroft.

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Investor Conference Call

The Manitowoc Company will host a conference call for security analysts and institutional investors to discuss its third-quarter 2024 earnings results on Thursday, October 31, 2024, at 10:00 a.m. ET (9:00 a.m. CT). A live audio webcast of the call, along with the related presentation, will be available via webcast on the Manitowoc website at http://ir.manitowoc.com in the "Events & Presentations" section. A replay of the conference call will also be available at the same location on the website.

About The Manitowoc Company, Inc.

The Manitowoc Company 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.

Footnote

(1)Adjusted net income (loss), adjusted diluted net income (loss) per share (“Adjusted DEPS”), EBITDA, adjusted EBITDA, adjusted operating income, adjusted return on invested capital ("Adjusted ROIC"), and free cash flows are financial measures that are not in accordance with U.S. GAAP. For definitions and a reconciliation to the most comparable U.S. GAAP numbers, please see the schedule of “Non-GAAP Financial Measures” at the end of this press release.

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Forward-looking Statements

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

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Manitowoc undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements only speak as of the date on which they are made. Information on the potential factors that could affect the Company's actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

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THE MANITOWOC COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share and share amounts)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Net sales		$	524.8			$	520.9			$	1,582.0			$	1,632.0
Cost of sales			437.2				424.1				1,302.2				1,305.9
Gross profit			87.6				96.8				279.8				326.1
Operating costs and expenses:
Engineering, selling and administrative expenses			78.9				77.4				238.6				240.1
Amortization of intangible assets			0.7				0.7				2.2				2.4
Restructuring expense			0.5				0.7				3.4				1.0
Total operating costs and expenses			80.1				78.8				244.2				243.5
Operating income			7.5				18.0				35.6				82.6
Other income (expense):
Interest expense			(9.6	)			(8.4	)			(28.4	)			(25.5	)
Amortization of deferred financing fees			(0.3	)			(0.3	)			(1.0	)			(1.0	)
Other income (expense) - net			(4.9	)			1.1				(3.9	)			(10.0	)
Total other expense			(14.8	)			(7.6	)			(33.3	)			(36.5	)
Income (loss) before income taxes			(7.3	)			10.4				2.3				46.1
Provision (benefit) for income taxes			(0.3	)			—				3.2				(1.0	)
Net income (loss)		$	(7.0	)		$	10.4			$	(0.9	)		$	47.1
Per Share Data and Share Amounts:
Basic net income (loss) per common share		$	(0.20	)		$	0.30			$	(0.03	)		$	1.34
Diluted net income (loss) per common share		$	(0.20	)		$	0.29			$	(0.03	)		$	1.31
Weighted average shares outstanding - basic			35,123,015				35,080,037				35,251,847				35,095,211
Weighted average shares outstanding - diluted			35,123,015				35,787,704				35,251,847				35,836,672

 

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THE MANITOWOC COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value and share amounts)

		September 30, 2024				December 31, 2023
Assets
Current Assets:
Cash and cash equivalents		$	22.9			$	34.4
Accounts receivable, less allowances of $6.0 and $6.1, respectively			272.6				278.8
Inventories — net			769.9				666.5
Other current assets			38.6				53.3
Total current assets			1,104.0				1,033.0
Property, plant and equipment — net			366.0				366.1
Operating lease right-of-use assets			57.4				59.7
Goodwill			80.0				79.6
Other intangible assets — net			123.8				125.6
Other non-current assets			45.5				42.7
Total assets		$	1,776.7			$	1,706.7
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses		$	445.6			$	457.4
Customer advances			17.6				19.2
Short-term borrowings and current portion of long-term debt			40.5				13.4
Product warranties			38.5				47.1
Other liabilities			18.9				26.2
Total current liabilities			561.1				563.3
Non-Current Liabilities:
Long-term debt			426.7				358.7
Operating lease liabilities			44.5				47.2
Deferred income taxes			7.6				7.5
Pension obligations			51.6				55.8
Postretirement health and other benefit obligations			5.3				5.6
Long-term deferred revenue			21.0				24.1
Other non-current liabilities			51.3				41.2
Total non-current liabilities			608.0				540.1
Stockholders' Equity:
Preferred stock (authorized 3,500,000 shares of $.01 par value; none outstanding)			—				—
Common stock (75,000,000 shares authorized, 40,793,983 shares issued, 35,126,894    and 35,094,993 shares outstanding, respectively)			0.4				0.4
Additional paid-in capital			612.4				613.1
Accumulated other comprehensive loss			(80.6	)			(86.4	)
Retained earnings			142.6				143.5
Treasury stock, at cost (5,667,089 and 5,698,990 shares, respectively)			(67.2	)			(67.3	)
Total stockholders' equity			607.6				603.3
Total liabilities and stockholders' equity		$	1,776.7			$	1,706.7

 

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THE MANITOWOC COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Cash Flows from Operating Activities:
Net income (loss)		$	(7.0	)		$	10.4			$	(0.9	)		$	47.1
Adjustments to reconcile net income (loss) to cash provided    by (used for) operating activities:
Depreciation expense			14.9				13.7				44.2				41.8
Amortization of intangible assets			0.7				0.7				2.2				2.4
Stock-based compensation expense			2.4				2.4				8.0				7.8
Amortization of deferred financing fees			0.3				0.3				1.0				1.0
Loss on debt extinguishment			1.1				—				1.1				—
Loss (gain) on sale of property, plant and equipment			(0.4	)			0.2				(0.1	)			—
Deferred income tax benefit			—				—				—				(14.0	)
Loss on foreign currency translation adjustments			—				—				—				9.3
Changes in operating assets and liabilities
Accounts receivable			(11.0	)			18.6				5.9				11.5
Inventories			1.0				(6.9	)			(103.2	)			(114.3	)
Notes receivable			1.0				1.9				3.1				5.8
Other assets			1.2				(2.7	)			11.2				5.2
Accounts payable			(32.9	)			(34.4	)			(0.6	)			(14.9	)
Accrued expenses and other liabilities			(14.9	)			22.1				(35.1	)			34.5
Net cash provided by (used for) operating activities			(43.6	)			26.3				(63.2	)			23.2
Cash Flows from Investing Activities:
Capital expenditures			(9.3	)			(23.6	)			(34.4	)			(59.9	)
Proceeds from sale of fixed assets			1.8				0.2				5.3				5.3
Net cash used for investing activities			(7.5	)			(23.4	)			(29.1	)			(54.6	)
Cash Flows from Financing Activities:
Payments on revolving credit facility			—				—				—				(10.0	)
Proceeds from revolving credit facility			19.9				(12.0	)			67.4				—
Payments on long-term debt			300.0				—				300.00				—
Proceeds from long-term debt			(300.0	)			—				(300.00	)			—
Proceeds from other debt - net			22.1				23.8				32.2				22.6
Debt issuance costs			(5.5	)			—				(6.2	)			—
Exercise of stock options			—				—				—				0.3
Common stock repurchases			—				—				(5.7	)			(5.5	)
Other financing activities			(1.2	)			—				(6.7	)			—
Net cash provided by financing activities			35.3				11.8				81.0				7.4
Effect of exchange rate changes on cash and cash equivalents			0.6				(0.6	)			(0.2	)			(0.4	)
Net increase (decrease) in cash and cash equivalents			(15.2	)			14.1				(11.5	)			(24.4	)
Cash and cash equivalents at beginning of period			38.1				25.9				34.4				64.4
Cash and cash equivalents at end of period		$	22.9			$	40.0			$	22.9			$	40.0

 

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Non-GAAP Financial Measures

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

Adjusted Net Income (Loss) and Adjusted DEPS

The Company defines adjusted net income (loss) as net income (loss) plus the addback or subtraction of restructuring and other non-recurring items. Adjusted DEPS is defined as adjusted net income (loss) divided by diluted weighted average shares outstanding. Diluted weighted average common shares outstanding are adjusted for the effect of dilutive stock awards when there is net income (loss) on an adjusted basis, as applicable. The reconciliation of net income (loss) and diluted net income (loss) per share to adjusted net income (loss) and Adjusted DEPS for the three and nine months ended September 30, 2024 and 2023 are summarized as follows. All dollar amounts are in millions, except per share data and share amounts.

		Three Months Ended September 30,
		2024												2023
		As reported				Adjustments				Adjusted				As reported				Adjustments				Adjusted
Gross profit		$	87.6			$	—			$	87.6			$	96.8			$	—			$	96.8
Engineering, selling and administrative    expenses (1)			(78.9	)			2.6				(76.3	)			(77.4	)			0.2				(77.2	)
Amortization of intangible assets			(0.7	)			—				(0.7	)			(0.7	)			—				(0.7	)
Restructuring expense (2)			(0.5	)			0.5				—				(0.7	)			0.7				—
Operating income			7.5				3.1				10.6				18.0				0.9				18.9
Interest expense			(9.6	)			—				(9.6	)			(8.4	)			—				(8.4	)
Amortization of deferred financing fees			(0.3	)			—				(0.3	)			(0.3	)			—				(0.3	)
Other income (expense) - net (3)			(4.9	)			1.1				(3.8	)			1.1				—				1.1
Income (loss) before income taxes			(7.3	)			4.2				(3.1	)			10.4				0.9				11.3
(Provision) benefit for income taxes (4)			0.3				(0.1	)			0.2				—				(3.3	)			(3.3	)
Net income (loss)		$	(7.0	)		$	4.1			$	(2.9	)		$	10.4			$	(2.4	)		$	8.0
Diluted weighted average common shares outstanding			35,123,015								35,123,015				35,787,704								35,787,704
Diluted net income (loss) per share		$	(0.20	)						$	(0.08	)		$	0.29							$	0.22

 

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		Nine Months Ended September 30,
		2024												2023
		As reported				Adjustments				Adjusted				As reported				Adjustments				Adjusted
Gross profit		$	279.8			$	—			$	279.8			$	326.1			$	—			$	326.1
Engineering, selling and administrative    expenses (1)			(238.6	)			8.1				(230.5	)			(240.1	)			11.0				(229.1	)
Amortization of intangible assets			(2.2	)			—				(2.2	)			(2.4	)			—				(2.4	)
Restructuring expense (2)			(3.4	)			3.4				—				(1.0	)			1.0				—
Operating income			35.6				11.5				47.1				82.6				12.0				94.6
Interest expense			(28.4	)			—				(28.4	)			(25.5	)			—				(25.5	)
Amortization of deferred financing fees			(1.0	)			—				(1.0	)			(1.0	)			—				(1.0	)
Other income (expense) - net (3)			(3.9	)			1.1				(2.8	)			(10.0	)			9.3				(0.7	)
Income before income taxes			2.3				12.6				14.9				46.1				21.3				67.4
(Provision) benefit for income taxes (4)			(3.2	)			(0.7	)			(3.9	)			1.0				(17.3	)			(16.3	)
Net income (loss)		$	(0.9	)		$	11.9			$	11.0			$	47.1			$	4.0			$	51.1
Diluted weighted average common shares outstanding			35,251,847								35,750,656				35,836,672								35,836,672
Diluted net income (loss) per share		$	(0.03	)						$	0.31			$	1.31							$	1.43

 

 

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Adjusted ROIC

The Company defines Adjusted ROIC as adjusted net operating profit after tax (“Adjusted NOPAT”) for the trailing twelve-months ended divided by the five-quarter average of invested capital. Adjusted NOPAT is calculated for each quarter by taking operating income plus the addback of amortization of intangible assets and the addback or subtraction of restructuring expenses, other non-recurring items - net, and provision for income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

The Company’s Adjusted ROIC as of September 30, 2024 was 6.2%. Below is the calculation of Adjusted ROIC as of September 30, 2024.

	Three Months Ended
	September 30, 2024				June 30, 2024				March 31, 2024				December 31, 2023				Trailing Twelve Months
Operating income	$	7.5			$	12.9			$	15.2			$	9.8			$	45.4
Amortization of intangible assets		0.7				0.8				0.7				0.8				3.0
Restructuring expense		0.5				2.3				0.6				0.3				3.7
Other non-recurring items - net1		2.6				5.4				0.1				10.8				18.9
Adjusted operating income		11.3				21.4				16.6				21.7				71.0
Provision for income taxes		(1.7	)			(3.2	)			(2.5	)			(3.3	)			(10.7	)
Adjusted NOPAT	$	9.6			$	18.2			$	14.1			$	18.4			$	60.4

 

	September 30, 2024				June 30, 2024				March 31, 2024				December 31, 2023				September 30, 2023				5-Quarter Average
Total assets	$	1,776.7			$	1,747.9			$	1,780.6			$	1,706.7			$	1,692.2			$	1,740.8
Total liabilities		(1,169.1	)			(1,155.6	)			(1,184.6	)			(1,103.4	)			(1,119.2	)			(1,146.4	)
Net total assets		607.6				592.3				596.0				603.3				573.0				594.4
Cash and cash equivalents		(22.9	)			(38.1	)			(31.5	)			(34.4	)			(40.0	)			(33.4	)
Short-term borrowings and current portion of long-term debt		40.5				21.4				42.5				13.4				30.3				29.6
Long-term debt		426.7				406.3				372.7				358.7				368.5				386.6
Income tax assets - net		(10.1	)			(4.4	)			(3.4	)			(2.6	)			(4.3	)			(4.9	)
Invested capital	$	1,041.8			$	977.5			$	976.3			$	938.4			$	927.5			$	972.3
Adjusted ROIC																						6.2	%

(1) Other non-recurring items - net for the three months ended September 30, 2024 relate to $2.6 million of costs associated with a legal matter with the U.S. EPA. Other non-recurring items – net for the trailing twelve months relate to $18.3 million of costs associated with a legal matter with the U.S. EPA and $0.6 million of one-time costs. Refer to the Company’s previously filed Form 10-K and Form 10-Qs for a description of other non-recurring items - net for the three months ended June 30, 2024, March 31, 2024, and December 31, 2023.

Free Cash Flows

The Company defines free cash flows as net cash provided by (used for) operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash provided by (used for) operating activities to free cash flows for the three and nine months ended September 30, 2024 and 2023 are summarized as follows. All dollar amounts are in millions.

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Net cash provided by (used for) operating activities		$	(43.6	)		$	26.3			$	(63.2	)		$	23.2
Capital expenditures			(9.3	)			(23.6	)			(34.4	)			(59.9	)
Free cash flows		$	(52.9	)		$	2.7			$	(97.6	)		$	(36.7	)

 

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EBITDA and Adjusted EBITDA

The Company defines EBITDA as net income (loss) before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other (income) expense - net, and other non-recurring items - net. The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 and trailing twelve months are summarized as follows. All dollar amounts are in millions.

	Three Months Ended September 30,								Nine Months Ended September 30,								Trailing Twelve
	2024				2023				2024				2023				Months
Net income (loss)	$	(7.0	)		$	10.4			$	(0.9	)		$	47.1			$	(8.8	)
Interest expense and amortization of deferred    financing fees		9.9				8.7				29.4				26.5				38.1
Provision (benefit) for income taxes		(0.3	)			—				3.2				(1.0	)			9.2
Depreciation expense		14.9				13.7				44.2				41.8				59.0
Amortization of intangible assets		0.7				0.7				2.2				2.4				3.0
EBITDA		18.2				33.5				78.1				116.8				100.5
Restructuring expense		0.5				0.7				3.4				1.0				3.7
Other non-recurring items - net (1)		2.6				0.2				8.1				11.0				18.9
Other (income) expense - net (2)		4.9				(1.1	)			3.9				10.0				6.9
Adjusted EBITDA	$	26.2			$	33.3			$	93.5			$	138.8			$	130.0
Adjusted EBITDA margin percentage		5.0	%			6.4	%			5.9	%			8.5	%			6.0	%

 

 

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For more information:

Ion Warner

SVP, Marketing and Investor Relations

+1 414-760-4805

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v3.24.3

Document And Entity Information	Oct. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	The Manitowoc Company, Inc.
Entity Central Index Key	0000061986
Entity Emerging Growth Company	false
Entity File Number	1-11978
Entity Information, Former Legal or Registered Name	Not Applicable
Entity Incorporation, State or Country Code	WI
Entity Tax Identification Number	39-0448110
Entity Address, Address Line One	11270 West Park Place
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53224
City Area Code	414
Local Phone Number	760-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	MTW
Security Exchange Name	NYSE

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