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What changed in MANITOWOC CO INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of MANITOWOC CO INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+247 added−277 removedSource: 10-K (2025-02-21) vs 10-K (2023-12-31)

Top changes in MANITOWOC CO INC's 2024 10-K

247 paragraphs added · 277 removed · 210 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

41 edited+8 added−13 removed29 unchanged
Biggest changeAspirations, Business Strategy and Initiatives In 2023, we updated our long-term aspirations as follows: • Increase our net sales target from $2.5 billion to $3.0 billion. • Increase our non-new machine sales target from $675 million to $1 billion. • Increase our adjusted EBITDA margin target from 10% to 12%. 5 Table of Contents • Deliver adjusted return on invested capital ("Adjusted ROIC") of 15%.
Biggest changeAspirations, Business Strategy and Initiatives Our long-term aspirations are as follows: • Strive towards a zero-harm work environment (achieve recordable injury rate • $3.0 billion in net sales • $1.0 billion in non-new machine sales • 12% Adjusted EBITDA margin • 15% adjusted return on invested capital ("Adjusted ROIC") • Reduce the Company's environmental impact Supporting our long-term aspirations is our CRANES+50 strategy which is to grow our non-new machine sales to $1 billion.
Our dedicated locations for research and development activities are staffed by in-house engineers and technicians on three continents, supplemented with external engineering resources, who are responsible for enhancing our existing products and developing new products. Our team of engineers focus on developing high performance, low maintenance, innovative products intended to create significant brand loyalty among customers.
Our dedicated locations for research and development activities are staffed by in-house engineers and technicians on three continents, supplemented with external engineering resources, who are responsible for enhancing our existing products and developing new products. Our team of engineers focus on developing high performance, low maintenance, and innovative products intended to create significant brand loyalty among customers.
We believe that we benefit from the following competitive advantages which create customer loyalty: strong brand names with competitive resale values, a reputation for quality and reliable products and aftermarket support and solution services, an established network of global distributors and customer relationships, broad product line offerings in the markets we serve, a commitment to 8 Table of Contents customer-focused engineering design and product innovation and in-house service and distribution.
We believe that we benefit from the following competitive advantages which create customer loyalty: strong brand names with competitive resale values, a reputation for quality and reliable products and aftermarket support and solution services, an established network of global distributors and customer relationships, broad product line offerings in the markets we serve, a commitment to customer-focused engineering design and product innovation, and in-house service and distribution.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 18, “Segments,” for additional information on our reporting segments. The Manitowoc Way Manitowoc plays an integral role in building the physical communities and structures for current and future generations.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 16, “Segments,” for additional information on our reporting segments. The Manitowoc Way Manitowoc plays an integral role in building the physical communities and structures for current and future generations.
Moreover, we report under a geographic reporting structure to better align with the location of our customers and the unique market dynamics of each geographic region. We primarily distribute our products through a global network of independent distributors and/or rental companies.
Moreover, we report using a geographic reporting structure to better align with the location of our customers and the unique market dynamics of each geographic region. We primarily distribute our products through a global network of independent distributors and/or rental companies.
This includes lean tools such as the Toyota Production System to eliminate waste from processes, reduce lead times, increase safety within our facilities, improve the quality of our products and drive our sustainability. The Manitowoc Way also encompasses our Voice of the Customer process which has allowed us to introduce innovative, customer-focused products to the market.
This includes lean tools such as the Toyota Production System to eliminate waste from processes, reduce lead times, increase safety within our facilities, improve the quality of our products and drive our sustainability. The Manitowoc 5 Table of Contents Way also encompasses our Voice of the Customer process which has allowed us to introduce innovative, customer-focused products to the market.
Grow our tower crane rental and aftermarket business in Europe: Since 2021, we have grown our European tower rental fleet original equipment cost by $27.7 million.
Grow our tower crane rental and aftermarket business in Europe: Since 2021, we have grown our European tower crane rental fleet original equipment cost by $27.3 million.
We believe our patents, trademarks and copyrights are adequately protected in customary fashions under applicable laws and we actively enforce our patents, trademarks and copyrights. Engineering, Research and Development We believe our extensive engineering, research and development capabilities are key drivers of our success in creating innovative and quality products.
We believe our patents, trademarks, 9 Table of Contents and copyrights are adequately protected in customary fashions under applicable laws and we actively enforce our patents, trademarks, and copyrights. Engineering, Research, and Development We believe our extensive engineering, research, and development capabilities are key drivers of our success in creating innovative and quality products.
Rough-terrain cranes are designed to lift materials and equipment on rough or uneven terrain, and their versatility allows them to carry out many different lifts within the boundaries of given sites. These cranes cannot be driven on public roadways, and, accordingly, must be transported by truck to a job site.
Rough-terrain cranes are designed to lift materials and equipment on rough or uneven terrain, and their versatility allows them to carry out many different lifts within the boundaries of given job sites. These cranes cannot be driven on public roadways, 7 Table of Contents and, accordingly, must be transported by truck to the site.
Manufacturing Process Manitowoc operates eleven manufacturing facilities (including remanufacturing facilities) across the world that utilize a variety of processes. In general, the manufacturing process involves the fabrication and machining of raw materials, primarily steel, which are then manufactured into sub-assemblies. Sub-assemblies are then assembled with purchased components into a complete crane.
Manufacturing Process Manitowoc operates nine manufacturing facilities across the world that utilize a variety of processes. In general, the manufacturing process involves the fabrication and machining of raw materials, primarily steel, which are then manufactured into sub-assemblies. Sub-assemblies are then assembled with purchased components into a complete crane.
Item 1. BUSINESS General The Manitowoc Company, Inc. (“Manitowoc,” the “Company,” “we,” “us,” or "our”) was founded in 1902 and has over a 120-year tradition of providing high-quality, customer-focused products and aftermarket support services to its markets. Manitowoc is one of the world's leading providers of engineered lifting solutions.
Item 1. BUSINESS General The Manitowoc Company, Inc. (“Manitowoc,” the “Company,” “we,” “us,” or "our”) 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.
Grow our Belt and Road tower crane business with a focus on the Middle East: We have invested in research and development to design and manufacture innovative topless tower cranes for the Belt and Road, namely the Middle East market, experiencing significant growth. Since 2021, eight new models have been launched.
Grow our Belt and Road tower crane business with a focus on the Middle East: We have invested in research and development to design and manufacture innovative tower cranes for the Belt and Road, namely the Middle East market, that is experiencing significant growth. Since 2021, ten new models have been launched.
The acquisition of the assets of these businesses and additional territories advances our strategy to expand our aftermarket activities within North America. We currently offer 18 full-service branch locations in 15 states with over 150 field service technicians that provide industry-leading technical competencies and exceptional customer support.
The acquisition of the assets of these businesses and additional territories advances our strategy to expand our aftermarket activities within North America. We currently offer 16 full-service branch locations in 14 states with over 160 field service technicians that provide industry-leading technical competencies and exceptional customer support.
In 2022, we completed the acquisition of certain assets of the crane rental fleet of Honnen Equipment Company (“Honnen”), which expanded our rental portfolio and direct-to-customer footprint in Colorado, Wyoming and Nebraska. Additionally, in 2023, we added key territories including Missouri and South Carolina.
In 2022, we completed the acquisition of certain assets of the crane rental fleet of Honnen Equipment Company (“Honnen”), which expanded our rental portfolio and direct-to-customer footprint in Colorado, Wyoming and Nebraska. Additionally, in 2023, we added key territories including Missouri and South Carolina and, in 2024, we relocated to larger locations in Louisiana and Arizona.
The Company's self-erecting tower cranes are produced in France, Italy and Portugal. Mobile hydraulic cranes. Under the Grove, Shuttlelift and National Crane brand names, we design, manufacture, market, rent and sell mobile hydraulic cranes utilized in industrial, commercial, construction and maintenance applications.
Self-erecting cranes are utilized primarily in low to medium rise commercial and residential construction applications. The Company's self-erecting tower cranes are produced in France and Italy. Mobile hydraulic cranes. Under the Grove, Shuttlelift, and National Crane brand names, we design, manufacture, market, rent, and sell mobile hydraulic cranes utilized in industrial, commercial, construction and maintenance applications.
The Company continues to enhance the portfolio of aftermarket services performed in Europe, such as sale of parts and whole goods accessories, on-site repairs, technical support, erection and decommissioning services, crane remanufacturing, training services and digital solutions. In addition, the Company continues to expand the rental fleet in the United Kingdom and Germany.
The Company continues to enhance the portfolio of aftermarket services performed in Europe, such as sale of parts and whole goods accessories, on-site repairs, technical support, erection and decommissioning services, crane remanufacturing, training services, and digital solutions.
The following table sets forth our primary competitors: Products Primary Competitors Tower Cranes Benazzato; Cattaneo; Comansa; Condecta; Dahan; Elmak; Favelle Favco; FM Gru; Jaso; Kroll; Liebherr; Moritsch; Raimondi; Saez; Sany; Terex Comedil/Peiner; Vicario; Wolffkran; Yongmao; XCMG; Zoomlion/Wilbert; and ZTM Mobile Telescopic Cranes Altec; Broderson; Elliott; Hitachi Sumitomo; Kobelco; Liebherr; Load King; Manitex; Sany; Link-Belt; Tadano; Terex; XCMG; and Zoomlion Major Customers We did not have any customers that individually comprised more than 10% of our consolidated net sales in the years ended December 31, 2023, 2022, or 2021.
The following table sets forth our primary competitors: Products Primary Competitors Tower Cranes Cattaneo; Comansa; Favelle Favco; Jaso; Liebherr; Raimondi; Saez; Sany; SOIMA; Terex Comedil/Peiner; Vicario; Wolffkran; Yongmao; XCMG; and Zoomlion/Wilbert Mobile Telescopic Cranes Broderson; Elliott; Hitachi Sumitomo; Kobelco; Liebherr; Locatelli; Manitex; Sany; Link-Belt; Tadano; Terex; XCMG; and Zoomlion Major Customers We did not have any customers that individually comprised more than 10% of our consolidated net sales in the years ended December 31, 2024, 2023, or 2022.
In 2023, we recorded 76,351 SLAMs and 16,990 Interactive Observations which drove improvements to both our RIR and LTIFR by helping our workforce to identify hazards and implement pro-active mitigation measures to avoid injury or loss.
In 2024, we recorded 78,678 SLAMs and 21,458 Interactive Observations which drove improvements to both our RIR and LTIFR by helping our workforce to identify hazards and implement pro-active mitigation measures to avoid injury or loss.
These cranes are also used by the crane rental industry, which serves all the aforementioned end markets. Lattice boom crawler cranes are produced in the U.S. Tower cranes. Under the Potain brand name, we design, manufacture, market, rent and sell tower cranes primarily used in the commercial and residential construction end markets.
Our lattice boom crawler cranes are produced in the U.S. Tower cranes. Under the Potain brand name, we design, manufacture, market, rent, and sell tower cranes primarily used in the commercial and residential construction end markets.
In 2023, our year end RIR was 1.01 compared to the industry average of 4.8 and our LTIFR was 0.79 compared to the industry average of 1.3. Industry standards are per the U.S. Bureau of Labor and Statistics.
In 2024, our year end RIR was 1.19 compared to the industry average of 3.7 and our LTIFR was 0.81 compared to the industry average of 0.9. Industry standards are per the U.S. Bureau of Labor and Statistics.
Top-slewing tower cranes are the most traditional category of tower cranes and have a tower and a multi-sectioned horizontal jib. These cranes rotate from the top of their mast and can increase in height with the project. These cranes are generally sold to medium to large building and construction groups, as well as to rental companies.
Top-slewing tower cranes have a tower and a multi-sectioned horizontal jib. These cranes rotate from the top of their mast and can increase in height with the project. These cranes are sold to rental companies and building and construction groups for a variety of applications varying from skyscrapers, nuclear power plants, semiconductor plants, and general construction.
Offering an innovative and wide breadth of cranes to customers enables us to be more competitive in the market. Products and Aftermarket Services Our crane products are used in a wide variety of applications throughout the world, including energy production/distribution and utility, petrochemical and industrial, infrastructure, such as road, bridge and airport construction, as well as commercial and residential construction.
In addition, in 2024, we added a second service location in the United Kingdom to expand our service capabilities. Products and Aftermarket Services Our crane products are used in a wide variety of applications throughout the world, including energy production/distribution and utility, petrochemical and industrial, infrastructure, such as road, bridge and airport construction, as well as commercial and residential construction.
There are three styles of top-slewing tower cranes: hammerhead/cathead; topless; and luffing jib. These cranes are produced in France, Portugal, India and China. Self-erecting tower cranes are bottom-slewing cranes which have a counterweight located at the bottom of the mast and are able to be erected, used and dismantled on job sites without assist cranes.
There are three styles of top-slewing tower cranes: hammerhead/cathead; topless; and luffing jib. These cranes are produced in France, Portugal, India, and China. Self-erecting tower cranes rotate from the bottom of the mast which have a counterweight positioned at the bottom. The lower segment of the range unfolds in four sections, two for the mast and two for the jib.
(4) Act as a role model: We celebrate successes and learn from failures, we approach every day with a can-do-attitude and we have fun. Encompassing these Core Values, The Manitowoc Way is our business system for executing our Vision and Mission. The Manitowoc Way includes our continuous improvement process, focused on delivering value to our customers, shareholders and employees.
Encompassing these Core Values, The Manitowoc Way is our business system for executing our Vision and Mission. The Manitowoc Way includes our continuous improvement process, focused on delivering value to our customers, shareholders and employees.
Leverage our all-terrain crane new product development to grow aftermarket: We have invested in research and development to design and manufacture innovative all-terrain cranes. Since 2021, we have launched nine new or refreshed all-terrain cranes which include enhancements such as longer boom lengths, increased load capacity, reduced weight, improved roadability, new cab designs, and the Grove CONNECT telematics system.
Since 2021, we have launched ten new or refreshed all-terrain cranes which include enhancements such as longer boom lengths, increased load capacity, reduced weight, improved roadability, new cab designs, and the Grove CONNECT telematics system. Offering an innovative and wide breadth of cranes to customers 6 Table of Contents enables us to be more competitive in the market.
(2) Work as a team: We help each other to meet customer needs, we put the team first, we collaborate and support team members and we foster open, two-way communication. (3) Deliver results: We do what we say we will do, we focus on continuous improvement and innovation and we strive to exceed customer expectations.
(2) Do what is right: We work in a safe and environmentally responsible way, we respect others, we behave in an ethical way and we deliver quality work. (3) Work as a team: We help each other to meet customer needs, we put the team first, we collaborate and support team members and we foster open, two-way communication.
The two lagging indicators are Recordable Injury Rate (“RIR”) and Loss Time Injury Frequency Rate (“LTIFR”) which are both calculated in line with the United States Department of Labor Occupational Safety and Health Administration standards.
Health and safety performance across global manufacturing locations is tracked using a mix of lagging and leading indicators. The two lagging indicators used are Recordable Injury Rate (“RIR”) and Lost Time Injury Frequency Rate (“LTIFR”), calculated according to United States Department of Labor Occupational Safety and Health Administration standards.
Expand our aftermarket activities in North America: In 2021, we acquired the assets of two companies, Aspen Equipment Company (“Aspen”) and the crane business of H&E Equipment Services, Inc.
Utilizing the principles of The Manitowoc Way, the engineering team reduced the new product development cycle from 18-24 months to 12-14 months to more quickly go to market with new products. Expand our aftermarket activities in North America: In 2021, we acquired the assets of two companies, Aspen Equipment Company (“Aspen”) and the crane business of H&E Equipment Services, Inc.
In 2023, we invested in a rental fleet in the United Kingdom to serve 7 Table of Contents growing demand. Our aftermarket services are offered through our crane product brand names, Manitowoc, Potain, Grove, Shuttlelift and National Crane, as well as through our wholly owned distributors, MGX and Aspen. Parts and accessories.
Our aftermarket services are offered through our crane product brand names, Manitowoc, Potain, Grove, Shuttlelift, and National Crane, as well as through our wholly owned distributors, MGX and Aspen. Parts and accessories. Parts and accessories are stocked at our parts distribution centers around the world and sold through our distribution networks to ensure availability of parts to our customers.
We compete in each of our end markets based on product design, quality of products, aftermarket support services, product performance, maintenance costs, energy and resource savings and other contributions to sustainability and price. Given the expense that can be caused by operational disruption, our customers generally view quality and reliability as critical factors in their purchasing decision.
Given the expense that can be caused by operational disruption, our customers generally view quality and reliability as critical factors in their purchasing decision.
Seasonality Due to seasonal conditions in the northern hemisphere impacting customer buying behaviors, particularly in the construction industry, net sales in the first quarter of the year are generally the lowest.
Seasonality Due to seasonal conditions in the northern hemisphere impacting customer buying behaviors, particularly in the construction industry, net sales in the first and third quarters of the year are generally the lowest. Human Capital Management With over 4,800 employees in more than 20 countries, the success of our Company depends on these talented and dedicated team members.
We have product-based technical support teams that provide advanced troubleshooting, major repair procedures, incident reporting and repair consultation services. Our technical support team has extensive subject matter expertise and works closely with our engineering and manufacturing teams to provide prompt and expert advice to our customers. Erection and decommissioning services.
Our technical support team has extensive subject matter expertise and works closely with our engineering and manufacturing teams to provide prompt and expert advice to our customers. Erection and decommissioning services. Our qualified crane service technicians from our company-owned and independent distributors assist customers in safely erecting and decommissioning cranes on job sites. Crane and major component remanufacturing.
We are committed to maintaining an injury-free workplace through the daily implementation of our Safety Management Systems (“SMS”), focusing on safe working behavior and emphasizing that all injuries are preventable. To track the health and safety performance across our global manufacturing locations we utilize a mixture of lagging and leading indicators.
Health and Safety The health and safety of our employees is a top priority, with a goal to achieve a zero-injury workplace. The Company aims to maintain an injury-free environment through the implementation of Safety Management Systems (“SMS”), focusing on safe working practices and the belief that all injuries are preventable.
Our certified technicians can provide troubleshooting, remote diagnostic, maintenance service and repairs for our crane products. Our technicians provide customers with efficient and high-quality repairs to ensure the crane products can operate to the original crane product specification and performance.
Our technicians provide customers with efficient and high-quality repairs to ensure the crane products can operate to the original crane product specification and performance. We have over 460 technicians globally which provide various aftermarket services to our customers. Technical support. We have product-based technical support teams that provide advanced troubleshooting, major repair procedures, incident reporting, and repair consultation services.
We offer our lattice-boom crawler crane customers various attachments that provide our cranes with greater capacity in terms 6 Table of Contents of height, movement and lifting. These cranes are used to lift material and equipment in a wide variety of applications, including heavy construction, bridge and highway, infrastructure and energy-related projects.
The lattice-boom sections, together with the crane base, are transported to and erected at a project site. These cranes are used to lift material and equipment in a wide variety of applications, including heavy construction, bridge and highway, infrastructure, and energy-related projects. These cranes are also used by the crane rental industry, which serves all the aforementioned end markets.
Additionally, EnCORE remanufactured cranes benefit from up to a one-year manufacturer's warranty, including applicable software and hardware updates, and genuine parts installed with our technical expertise. Training. Our Manitowoc Training Center offers extensive technical training on all our crane products which are conducted at our training facilities or on-site for our distribution service technicians and some customers. Telematics.
All controls and safety devices are updated to current regulatory standards. Finally, the machine or component is thoroughly inspected and tested. Training. Our Manitowoc Training Center offers extensive technical training on all our crane products which are conducted at our training facilities or on-site for our distribution service technicians and some customers. Telematics.
More information about our training and development can be found in our latest CSR which can be found on our company website.
More information about our workplace initiatives can be found in our latest CSR which can be found on our company website. The information provided in our CSR or on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference as part of this report.
Programs designed to help our employees effectively perform their duties include training courses in environmental health and safety, welding apprenticeships, sales skills development, Lean manufacturing methodologies, The Manitowoc Way and corporate compliance (Ethics & Code of Conduct, DEI, Anti-Bribery and Workplace Harassment, among others).
Training and Talent Development Our learning and development programs are designed to help employees achieve their full potential by building technical, operating, and leadership capabilities at all levels. These include environmental health and safety training, welding apprenticeships, sales skills development, lean manufacturing methodologies, and corporate compliance courses.
Our qualified crane service technicians from our company-owned and independent distributors assist customers in safely erecting and decommissioning cranes on job sites. Crane and major component remanufacturing. Under the brand name EnCORE, our remanufacturing services offer cost-effective ways for our customers to restore a crane to its original specifications and performance.
Under the brand name EnCORE, our remanufacturing services offer cost-effective ways for our customers to restore a crane to its original specifications and performance. As part of this service, complete machines or major components are disassembled, cleaned, repaired, or replaced to meet manufacturer’s 8 Table of Contents specifications, using genuine parts.
Parts and accessories are stocked at our parts distribution centers around the world and sold through our distribution networks to ensure parts availability to our customers. Our distribution locations also stock operational critical and frequently used parts to increase parts fulfillment velocity and reduce customer downtime. On-site repairs.
Our distribution locations also stock operational critical and frequently used parts to increase parts fulfillment velocity and reduce customer downtime. Services. Our certified technicians can provide troubleshooting, remote diagnostic, maintenance service, and repairs for our crane products.
Human Capital Management Employment As of December 31, 2023, we employed approximately 4,800 people worldwide, of which approximately 1,700 were employed in the Americas segment, approximately 2,600 were employed in the EURAF segment and approximately 500 were employed 9 Table of Contents in the MEAP segment. A large majority of our European employees belong to various European trade unions.
It helps us stay focused on delivering the best outcomes for all our stakeholders. Employment Manitowoc’s strategy requires the engagement of a skilled, high-performing workforce. As of December 31, 2024, we employed approximately 4,800 people; 1,800 in the Americas segment, 2,500 in the EURAF segment, and 500 in the MEAP segment.
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These Core Values are: (1) Do what is right: We work in a safe and environmentally responsible way, we respect others, we behave in an ethical way and we deliver quality work.
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These Core Values are: (1) We succeed when our customers excel: We are committed to our customers' success, we provide a customer first experience every time, we are focused on improving the customer experience every day, and we provide reliable and excellent service.
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Supporting our long-term aspirations is our CRANES+50 strategy which is to grow our non-new machine sales to $1 billion.
Added
(4) Deliver results: We do what we say we will do, we focus on continuous improvement and innovation, and we strive to exceed customer expectations. (5) Act as a role model: We celebrate successes and learn from failures, we approach every day with a can-do-attitude, and we have fun.
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Utilizing the principles of The Manitowoc Way, the engineering team reduced the new product development cycle from 18-24 months to 12-14 months while ensuring strict adherence to quality. The shorter product development cycle enables us to quickly seize market opportunities and gain market share.
Added
In early 2025, we announced the acquisition of certain territories and related assets of Ring Power Corporation. This further expands our direct-to-customer territories in Georgia, North Carolina, and South Carolina. Leverage our all-terrain crane new product development to grow aftermarket: We have invested in research and development to design and manufacture innovative all-terrain cranes.
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Lattice-boom crawler cranes weigh less and provide higher lifting capacities than a mobile telescopic crane of similar boom length. The lattice-boom crawler cranes are the only category of crane that can pick and move simultaneously with a full-rated load. The lattice-boom sections, together with the crane base, are transported to and erected at a project site.
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We compete in each of our end markets based on product design, quality of products, aftermarket support services, product performance, maintenance costs, energy and resource savings, and overall total cost of ownership, which includes an attractive resale value.
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Self-erecting tower cranes are mounted on axles or transported on a trailer. The lower segment of the range unfolds in four sections, two for the mast and two for the jib. Self-erecting cranes rotate from the bottom of their mast and are utilized primarily in low to medium rise construction and residential applications.
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Our culture of continuous improvement, The Manitowoc Way, inspires us to continually look for ways to improve the employee experience and therefore attract, grow, and retain the exceptional people we need now and in the future. Authentic leadership and a commitment to living our values every day creates trust, respect, and empowerment across our business.
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Our wholly owned distributors in North America, MGX and Aspen, have over 150 technicians which provide on-site repair services to our customers in the region. Additionally, we have over 150 technicians which provide on-site repair services to our customers in Europe. Technical support.
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The vast majority of employees are full-time, with approximately 27% covered by a national trade union or collective bargaining agreement. Manitowoc is dedicated to investing continuously in technology, training, systems, and programs that help protect and support our people, as our long-term success depends on our people.
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As part of this service, complete machines or major components are disassembled, cleaned, repaired, or replaced to meet manufacturer’s specifications, using genuine parts. All controls and safety devices are updated to current regulatory standards. Finally, the machine or component is thoroughly inspected and tested.
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Additional 10 Table of Contents opportunities for personal and professional development include providing tuition reimbursement for ongoing education, supervisor leadership cohorts, apprenticeships and internships as we continuously look for the next generation of crane specialists, from engineers to accountants, and welders.
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Additionally, we have one trade union in China and one trade union in India. In North America, a small number of our employees belong to one of two trade unions. Health and Safety The health and safety of our employees is our number one priority and our Company goal is to be a zero-injury workplace.
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To ensure business continuity, management, senior leadership, and the Board of Directors regularly reviews the talent pipeline, identifies and develops succession candidates, and builds succession plans for key positions. To support their growth, we have programs like the Manitowoc Mentorship Program and individual development initiatives for current and future leaders.
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Diversity, Equity and Inclusion (“DEI”) At Manitowoc, we remain fully committed to building a culture of inclusion and expanding the diversity of our workforce. We strive to create a diverse and inclusive workplace where all of our team members can perform to their full potential.
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As stewards of our diversity and inclusion initiatives, our leadership team takes a proactive approach to build and develop a diverse pipeline of talent. We place particular emphasis on developing our people and building a deep and diverse talent pool to ensure sustained success over the long-term.
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In addition, we work with various outside organizations focused on equitable hiring practices for underrepresented populations. More information about our DEI initiatives can be found in our latest CSR which can be found on our company website. Training and Talent Development We invest in our workforce by offering programs to develop and grow throughout an employee’s careers.
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The Company also provides tuition reimbursement and routinely invests in seminars, conferences and other training or continuing education for employees. Additionally, the CEO and EVP, Human Resources conduct bi-annual global succession planning meetings with senior leadership and the Board of Directors to review the Company’s top talent.
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To support the ongoing development of the Company’s top talent, we have implemented several programs such as the Manitowoc Mentorship Program, the Supervisor Leadership Program, Customer Support Leadership Program and ongoing individual development programs designed to build the leadership capabilities of our existing and future leaders.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

62 edited+4 added−14 removed86 unchanged
Biggest changeOur international operations across many different jurisdictions may be subject to a number of risks specific to these countries, including: • less flexible employee relationships which can be difficult and expensive to terminate; • labor unrest; • political and economic instability (including war and acts of terrorism); • inadequate infrastructure for our operations (i.e., lack of adequate power, water, transportation and raw materials); • risk of governmental expropriation of our property; • export duties, tariffs, import controls and trade barriers (including quotas); • less favorable, or relatively undefined, intellectual property laws; • changes in regulatory requirements and laws; • burdens of complying with a wide variety of labor practices and foreign laws, including those relating to export and import duties, environmental policies and privacy issues; • longer customer payment cycles and difficulty in collecting trade accounts receivable; • adverse trade policies or adverse changes to any of the policies of either the United States or any of the foreign jurisdictions in which we operate; • adverse changes in tax rates or regulations; • legal or political constraints on our ability to maintain or increase prices; • health concerns and related government actions; • inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction; and • economies that are emerging or developing, that may be subject to greater currency volatility, negative growth, or recession, high inflation, limited availability of foreign exchange and other risks.
Biggest changeOur international operations across many different jurisdictions may be subject to a number of risks specific to these countries, including: • less flexible employee relationships which can be difficult and expensive to terminate; • labor unrest; • political and economic instability (including war and acts of terrorism); • adverse trade policies or adverse changes to any of the policies of either the United States or any of the foreign jurisdictions in which we operate; • export duties, tariffs, import controls and trade barriers (including quotas); • inadequate infrastructure for our operations (i.e., lack of adequate power, water, transportation and raw materials); • risk of governmental expropriation of our property; • less favorable, or relatively undefined, intellectual property laws; • changes in regulatory requirements and laws; • burdens of complying with a wide variety of labor practices and foreign laws, including those relating to export and import duties, environmental policies and privacy issues; • longer customer payment cycles and difficulty in collecting trade accounts receivable; • adverse changes in tax rates or regulations; • legal or political constraints on our ability to maintain or increase prices; • health concerns and related government actions; • inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction; and • economies that are emerging or developing, that may be subject to greater currency volatility, negative growth, or recession, high inflation, limited availability of foreign exchange and other risks.
These competitors may, among others: • respond more quickly to new or emerging technologies; • have greater name recognition, critical mass or geographic market presence; • be better able to take advantage of acquisition opportunities; • adapt more quickly to changes in customer requirements; • devote greater resources to the development, promotion and sale of their products; • be better positioned to compete on price for their products, due to any combination of low-cost labor, raw materials, components, facilities or other operating items, or willingness to sell at lower margins than us; • consolidate with other competitors in the industry which may create increased pricing and competitive pressures on our business; and • be better able to utilize excess capacity which may reduce the cost of their products or services.
These competitors may, among others: • respond more quickly to new or emerging technologies; • have greater name recognition, critical mass or geographic market presence; • be better positioned to compete on price for their products, due to any combination of low-cost labor, raw materials, components, facilities or other operating items, or willingness to sell at lower margins than us; 11 Table of Contents • be better able to take advantage of acquisition opportunities; • adapt more quickly to changes in customer requirements; • devote greater resources to the development, promotion and sale of their products; • consolidate with other competitors in the industry which may create increased pricing and competitive pressures on our business; and • be better able to utilize excess capacity which may reduce the cost of their products or services.
The 2026 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of us and of the guarantors that secure obligations under the ABL Revolving Credit Facility.
The 2031 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of us and of the guarantors that secure obligations under the ABL Revolving Credit Facility.
Geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, have had and may continue to lead to logistic constraints, higher logistic costs, and significant volatility in raw material and component costs in Europe, exacerbating the inflation and supply chain situation, which may have a material adverse impact on our financial condition, results of operations and/or cash flows.
Geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, have had and may continue to lead to logistic constraints, higher logistic costs, and significant volatility in raw material and component costs in Europe, exacerbating the inflation situation, which may have a material adverse impact on our financial condition, results of operations and/or cash flows.
The 2026 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of our 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 us or a guarantor.
The 2031 Notes are fully and unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of our 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 us or a guarantor.
Our leverage could also put us at a disadvantage compared to any competitors that are less leveraged. We cannot be certain that we will meet any future financial tests or that the lenders would waive any such failure to meet those tests. Refer to Note 12, “Debt,” to the Consolidated Financial Statements.
Our leverage could also put us at a disadvantage compared to any competitors that are less leveraged. We cannot be certain that we will meet any future financial tests or that the lenders would waive any such failure to meet those tests. Refer to Note 10, “Debt,” to the Consolidated Financial Statements.
The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority bases, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property 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.
In order to 13 Table of Contents pursue this strategy successfully, we must identify attractive acquisitions, strategic alliances, joint venture opportunities, potentially obtain financing for future acquisitions on satisfactory terms, successfully complete the transaction, some of which may be large and complex, and manage post-closing issues such as integration of the acquired company or employees.
In order to pursue this strategy successfully, we must identify attractive acquisitions, strategic alliances, joint venture opportunities, potentially obtain financing for future acquisitions on satisfactory terms, successfully complete the transaction, some of which may be large and complex, and manage post-closing issues such as integration of the acquired company or employees.
In particular, demand for our products is cyclical and is impacted by the strength of the economy, generally, the availability of financing and other factors, including crude oil prices, that may have an effect on the level of construction activity on an international, national or regional basis, each of which have been and/or continue to be negatively impacted by global supply chain constraints, labor constraints, logistic constraints, cost pressures, inflation, high interest rates, recessionary concerns and geopolitical events.
In particular, demand for our products is cyclical and is impacted by the strength of the economy, generally, the availability of financing and other factors, including crude oil prices, that may have an effect on the level of construction activity on an international, national or regional basis, each of which have been and/or continue to be negatively impacted by global supply chain constraints, labor constraints, logistic constraints, cost pressures, inflation, elevated interest rates and geopolitical events.
The results of an audit or contests thereto could have a material adverse effect on operating results 18 Table of Contents and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.
The results of an audit or contests thereto could have a material adverse effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.
The failure of the products that we manufacture or our manufacturing processes and facilities to comply with applicable statutory and regulatory 19 Table of Contents requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing process or facility.
The failure of the products that we manufacture or our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing process or facility.
Financial Risks 16 Table of Contents Some of our customers may not be able to obtain financing with third parties to purchase our products, and we could incur expenses associated with our assistance to customers in securing third-party financing. A portion of our sales are financed by third-party finance companies on behalf of our customers.
Financial Risks Some of our customers may not be able to obtain financing with third parties to purchase our products, and we could incur expenses associated with our assistance to customers in securing third-party financing. A portion of our sales are financed by third-party finance companies on behalf of our customers.
Item 1A. RI SK FACTORS The Company's financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company's control, which may cause actual performance to differ materially from historical or projected 10 Table of Contents future performance.
Item 1A. RI SK FACTORS The Company's financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company's control, which may cause actual performance to differ materially from historical or projected future performance.
Our failure to maintain or obtain necessary licenses or an adverse outcome in any litigation relating to patent infringement or other intellectual property matters could have a material adverse effect on our financial condition, results of operations and cash flows.
Our failure to maintain or obtain necessary licenses or an adverse outcome in any litigation relating to patent infringement or other 20 Table of Contents intellectual property matters could have a material adverse effect on our financial condition, results of operations and cash flows.
Occasionally, market prices of some of our key raw materials increase significantly, including as a result of tariffs, other trade barriers, macroeconomic conditions or geopolitical events, resulting in increases in the cost of our products or shortages.
Occasionally, market prices of some of our key raw materials increase significantly, including as a result of tariffs, other trade barriers, macroeconomic conditions or 12 Table of Contents geopolitical events, resulting in increases in the cost of our products or shortages.
Adverse economic conditions, including global supply chain constraints, labor constraints, logistic constraints, and cost pressures, pandemics or public health crises, inflation, high interest rates, recessionary concerns and geopolitical events, have caused and may continue to cause customers to forego or postpone new purchases in favor of repairing existing machinery.
Adverse economic conditions, including global supply chain constraints, labor constraints, logistic constraints, and cost pressures, pandemics or public health crises, inflation, elevated interest rates and geopolitical events, have caused and may continue to cause customers to forego or postpone new purchases in favor of repairing existing machinery.
In addition, increasing laws and regulations dealing with environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new products that satisfy such new laws and regulations. In particular, climate change continues to receive attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gas emissions.
In addition, increasing laws and regulations dealing with environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new products that satisfy such new laws and regulations. In particular, many scientists, legislators and others attribute climate change to increased levels of greenhouse gas emissions.
Furthermore, any economic recession may impact leveraged companies, such as Manitowoc, more than competing companies with less leverage and may have a material adverse effect on our financial condition, results of operations and cash flows. Demand for our products also depends in part on federal, state, local and foreign governmental spending and appropriations, including infrastructure, security and defense outlays.
Furthermore, any economic recession may impact leveraged companies, like us, more than competing companies with less leverage and may have a material adverse effect on our financial condition, results of operations and cash flows. Demand for our products also depends in part on federal, state, local and foreign governmental spending and appropriations, including infrastructure, security and defense outlays.
An obligation to make contributions to our benefit plans could reduce the cash available for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition and cash flows. Legal and Regulatory Risks Environmental liabilities that may arise could be material.
An obligation to make contributions to our benefit plans could reduce the cash available for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition and cash flows. 18 Table of Contents Legal and Regulatory Risks Environmental liabilities that may arise could be material.
The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which could reduce our margins and affect our operating results.
The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which 14 Table of Contents could reduce our margins and affect our operating results.
If we are unable to sufficiently adjust to market conditions, among other potential adverse effects on our financial condition, results of operations and cash flows, we could fail to deliver on planned results, incur high fixed costs and/or fail to benefit from higher than expected customer demand resulting in loss of market share.
If we are unable to sufficiently adjust to market conditions, among other potential adverse effects on our financial condition, results of operations and cash flows, we could fail to deliver on expected results, incur high fixed costs and/or fail to benefit from any increased customer demand, resulting in loss of market share.
For the years ended December 31, 2023, 2022 and 2021, approximately 53%, 55%, and 61%, respectively, of our net sales were attributable to products sold outside of the United States. Expanding the Company’s international sales is part of our growth strategy.
For the years ended December 31, 2024, 2023, and 2022, approximately 51%, 53%, and 55%, respectively, of our net sales were attributable to products sold outside of the United States. Expanding the Company’s international sales is part of our growth strategy.
We have not to date incurred material costs related to these asbestos claims. We vigorously defend ourselves against current claims and intend to do so against future claims. We also have certain insurance policies which may limit our financial exposures.
We have not to date incurred material costs related to these 19 Table of Contents asbestos claims. We vigorously defend ourselves against current claims and intend to do so against future claims. We also have certain insurance policies which may limit our financial exposures.
The presidential administration in the United States has taken, and make take additional, actions that may inhibit international trade by U.S.-based companies. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned parties, and may result in modifications to compliance programs.
The recent presidential administrations in the United States have taken, and may take additional, actions that may inhibit international trade by U.S.-based companies. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned parties, and may result in modifications to compliance programs.
Our products must be kept current to meet our customers’ needs. To remain competitive, we, therefore, must develop new and innovative products on an on-going basis. If we fail to make innovations or the market does not accept our new products, our sales and results would likely suffer. We invest significantly in the research and development of new products.
To remain competitive, we, therefore, must develop new and innovative products on an on-going basis. If we fail to make innovations or the market does not accept our new products, our sales and results would likely suffer. We invest significantly in the research and development of new products.
Furthermore, like the cybersecurity incident that occurred in 2021, our security measures may not detect or prevent all security threats, whether from intentional or inadvertent breaches by our employees or attacks designed to gain unauthorized access to our systems, networks and data, such as denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions.
Furthermore, our security measures may not detect or prevent all security threats, whether from intentional or inadvertent breaches by our employees or attacks designed to gain unauthorized access to our systems, networks and data, such as denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions.
A significant movement in exchange rates could adversely impact our results of operations and cash flows. Some of our operations are and will continue to be conducted by subsidiaries in foreign countries.
Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows. Some of our operations are and will continue to be conducted by subsidiaries in foreign countries.
As of December 31, 2023, our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by an aggregate of approximately $61.4 million (“unfunded status”), as compared to $62.9 million as of December 31, 2022.
As of December 31, 2024, our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by an aggregate of approximately $50.6 million (“unfunded status”), as compared to $61.4 million as of December 31, 2023.
We expect to continue to pursue acquisitions, strategic alliances, joint ventures or other significant transactions in line with our strategy.
We have in the past and expect to continue to pursue acquisitions, strategic alliances, joint ventures or other significant transactions in line with our strategy.
Interest on the 2026 Notes is payable in cash semi-annual in arrears on April 1 and October 1 of each year.
Interest on the 2031 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year.
We cannot be certain that our products and services will continue to compete successfully with those of our competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers, any of which could materially and adversely affect our financial condition, results of operations and cash flows. 11 Table of Contents Sales of our products are cyclical and/or are otherwise sensitive to volatile or variable factors.
We cannot be certain that our products and services will continue to compete successfully with those of our competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers, any of which could materially and adversely affect our financial condition, results of operations and cash flows.
In our experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.
In our experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities before any significant revenue is generated.
For example, we are engaged in confidential discussions with the United States government concerning our participation in the Environmental Protection Agency's Transition Program for Equipment Manufacturers and related matters. Refer to Note 19, “ Commitments and Contingencies” to the Consolidated Financial Statements.
For example, we recently entered into a consent decree with the United States government concerning our participation in the Environmental Protection Agency's Transition Program for Equipment Manufacturers and related matters. Refer to Note 17, “ Commitments and Contingencies” to the Consolidated Financial Statements.
As of December 31, 2023, our total consolidated debt was $372.1 million compared to $385.6 million as of December 31, 2022.
As of December 31, 2024, our total consolidated debt was $390.2 million compared to $372.1 million as of December 31, 2023.
Many of our foreign competitors benefit from government policies that could give them a competitive advantage in the United States and Europe, including currency devaluation and erecting trade barriers that prevent American manufacturers from selling cranes in those markets. Low-cost competition from China and developing markets could also result in decreased demand for our products.
Unfair foreign competition could adversely affect our financial results. Many of our foreign competitors benefit from government policies that could give them a competitive advantage in the United States and Europe, including currency devaluation and erecting trade barriers that prevent American manufacturers from selling cranes in those markets.
In addition, if the actual value of the equipment for which we have provided a residual value guaranty declines below the amount of our guaranty, we may incur additional costs, which may negatively impact our financial condition, results of operations and cash flows. Our results of operations are subject to exchange rate and other currency risks.
In addition, if the actual value of the equipment for which we have provided a residual value guaranty declines below the amount of our guaranty, we may incur additional costs, which may negatively impact our financial condition, results of operations and cash flows. 16 Table of Contents Our leverage could impair our operations and financial condition.
Our goodwill and intangible assets represent a material amount of our total assets; as a result, impairment charges have had, and future impairment charges may have, a material adverse effect on our results of operations. As of December 31, 2023, goodwill and intangible assets — net totaled $205.2 million, or approximately 12.0% of our total assets.
Our goodwill and intangible assets represent a significant amount of our total assets; as a result, impairment charges have had, and future impairment charges may have, an adverse effect on our results of operations. As of December 31, 2024, goodwill and intangible assets — net totaled $196.3 million, or approximately 11.8% of our total assets.
The results of the operations and the financial position of these subsidiaries will be reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements, which are stated in U.S. dollars.
The results of the operations and the financial position of these subsidiaries will be reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements, which are stated in U.S. dollars. 17 Table of Contents The exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly in recent years and may continue to fluctuate in the future.
On March 25, 2019, we and certain of our subsidiaries also entered into an indenture with U.S. Bank National Association as trustee and notes collateral agent, pursuant to which we issued $300.0 million aggregate principal amount of senior secured second lien notes due on April 1, 2026 with an annual coupon rate of 9.000% (the “2026 Notes”).
Bank Trust Company, National Association as trustee and notes collateral agent, pursuant to which we issued $300.0 million aggregate principal amount of senior secured second lien notes due on October 1, 2031, with an annual coupon rate of 9.25% (the “2031 Notes”).
On March 25, 2019, we and certain of our subsidiaries (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.
We and certain of our subsidiaries (the “Loan Parties”) are parties to a credit agreement (the “ABL Credit Agreement”), as last amended on September 18, 2024, 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 $325.0 million, of which $100.0 million is available to our German subsidiary that is a borrower under the ABL Revolving Credit Facility.
However, we may not be able to hedge this risk completely or at an acceptable cost, which may adversely affect our results of operations, financial condition and cash flows in future periods. Our leverage could impair our operations and financial condition.
However, we may not be able to hedge this risk completely or at an acceptable cost, which may adversely affect our results of operations, financial condition and cash flows in future periods. Exposure to additional tax liabilities could have a negative impact on our operating results. We regularly undergo tax audits in various jurisdictions in which we operate.
Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on our financial condition, results of operations, cash flows and reputation. If we fail to protect our intellectual property rights or maintain our rights to use licensed intellectual property, our business could be adversely affected.
Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on our financial condition, results of operations, cash flows and reputation.
Failure to develop successful new products may also cause potential customers to purchase competitors’ products, rather than products manufactured by us. An inability to successfully manage information systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, could adversely affect our business and reputation.
An inability to successfully manage information systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, could adversely affect our business and reputation.
Weakness or a downturn in overall economic activity, or fluctuations in those other factors could have a material adverse impact on our operating results. Historically, sales of products that we manufacture and sell have been subject to cyclical variations caused by changes in general economic conditions and other factors.
Sales of our products are cyclical and/or are otherwise sensitive to volatile or variable factors. Weakness or a downturn in overall economic activity, or fluctuations in those other factors could have a material adverse impact on our operating results.
If we fail to maintain an effective network for distribution of our products and services, it could affect our business and financial results. We sell some of our products and provide aftermarket services through both independent third parties such as distributors, agents and channel partners (collectively referred to as distributors) and wholly owned subsidiaries.
We sell some of our products and provide aftermarket services through both independent third parties such as distributors, agents and channel partners (collectively referred to as distributors) and wholly owned subsidiaries. Each distribution method has risks and costs, and our failure to maintain and grow an effective distribution network may have a material adverse impact on our business.
While additional regulation of emissions in the future appears likely, how such new regulations would ultimately affect our business, operations or financial results is unknown at this time.
While additional regulation of emissions in the future appears likely, how such new regulations would ultimately affect our business, operations or financial results is unknown at this time. Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our operations.
Failing to manage risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position. Increasing costs of doing business in many countries in which we operate may adversely affect our business and financial results.
Increasing costs of doing business in many countries in which we operate may adversely affect our business and financial results.
If we fail to successfully integrate an acquisition, we may not realize all or any of the anticipated benefits of the acquisition, and our future results of operations could be adversely affected. If we do not develop new and innovative products or if customers in our markets do not accept them, our results could be negatively affected.
If we fail to successfully integrate an acquisition, we may not realize all or any of the anticipated benefits of the acquisition, and our future results of operations could be adversely affected. 15 Table of Contents If we fail to maintain an effective network for distribution of our products and services, it could affect our business and financial results.
Macroeconomic conditions, including inflation, high interest rates and recessionary concerns, as well as continuing global supply chain constraints, labor constraints, logistics constraints and cost pressures such as changes in raw material and commodity costs have had, and may continue to have, a negative impact on our business, financial condition, cash flows and results of operations.
Macroeconomic conditions, including inflation and elevated interest rates, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on our ability to convert backlog into revenue which could, and has, impacted our financial condition, cash flows and results of operations.
If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products, which may undermine our ability to generate returns on our investments. 12 Table of Contents We have incurred and may incur in the future additional expenses and delays due to interruptions at our manufacturing and service facilities as a result of supply chain constraints, and in the future we may also incur additional expenses and delays due to technical problems or other interruptions at our manufacturing and service facilities.
We have incurred and may incur in the future additional expenses and delays due to interruptions at our manufacturing and service facilities as a result of supply chain constraints, and in the future we may also incur additional expenses and delays due to technical problems or other interruptions at our manufacturing and service facilities.
If we fail to identify, manage, complete and appropriately integrate acquisitions, strategic alliances, joint ventures or other significant transactions, it could adversely affect our future results. We completed two acquisitions in 2021 and the acquisition of certain assets of a dealer in 2022.
Such disruptions may not be covered by our business interruption insurance. If we fail to identify, manage, complete and appropriately integrate acquisitions, strategic alliances, joint ventures or other significant transactions, it could adversely affect our future results.
Additionally, there is generally a delay in the realization of price increases and provisional pricing strategies due to longer lead times of orders in our backlog, exacerbated by supply chain, labor and logistics constraints that have impacted our ability to convert backlog into revenue, and shipping constraints that have resulted in delays in shipments in certain regions.
For instance, the delay in the realization of price increases and provisional pricing strategies (due to longer lead times of orders in our backlog), together with prior supply chain, labor and logistics constraints, previously impacted our ability to convert backlog into revenue, impacting the timings of those sales.
Likewise, if our suppliers terminate these agreements and we are unable to procure alternate products at substantially similar competitive pricing, our financial performance could be adversely affected. Unfair foreign competition could adversely affect our financial results.
Likewise, if our suppliers terminate these agreements and we are unable to procure alternate products at substantially similar competitive pricing, our financial performance could be adversely affected. We have significant manufacturing and sales of our products outside of the United States and such international operations could be subject to a number of risks specific to these countries.
We also incur currency transaction risk whenever one of our operating subsidiaries enters into a transaction using a different currency than its functional currency.
Such fluctuations may have a material effect on our results of operations and financial position and may significantly affect the comparability of our results between financial periods. We also incur currency transaction risk whenever one of our operating subsidiaries enters into a transaction using a different currency than its functional currency.
The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes (as defined below) and the related guarantees.
The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2031 Notes (as defined below) and the related guarantees. The ABL Revolving Credit Facility matures on September 18, 2029. On September 19, 2024, we and certain of our subsidiaries entered into an indenture with U.S.
Distributors may sell products that compete with our products, and we may need to provide financial and other incentives to focus distributors on the sale of our products. We may rely on one or more key distributors for a product, and the loss of these distributors could negatively impact our sales.
We may rely on one or more key distributors for a product, and the loss of these distributors could negatively impact our sales. Distributors may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and financial results.
Distributors may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and financial results. Violations of the Foreign Corrupt Practices Act or 15 Table of Contents similar laws by distributors or other third-party intermediaries could have a material impact on our business.
Violations of the Foreign Corrupt Practices Act or similar laws by distributors or other third-party intermediaries could have a material impact on our business. Failing to manage risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position.
Continuing or worsening inflation and/or supply chain, labor and logistics constraints may have a material adverse impact on our financial condition, results of operations and/or cash flows. During the year ended December 31, 2023, the Company's operations in Russia were substantially curtailed.
In addition, prior shipping constraints resulted in delays in shipments in certain regions. Continuing or worsening inflation may have a material adverse impact on our financial condition, results of operations and/or cash flows.
Our inability to recover from natural or man-made disasters or public health crises could adversely affect our business.
Any significant labor relations issues with our various employee unions could have an adverse effect on our operations, reputation, results of operations and financial condition. Our inability to recover from natural or man-made disasters or public health crises could adversely affect our business.
As of December 31, 2023 we employed approximately 4,800 people worldwide, of which approximately 1,700 were employed in the Americas segment, approximately 2,600 were employed in the EURAF segment and approximately 500 were employed in the MEAP segment. A large majority of our European employees belong to various European trade unions.
As of December 31, 2024, we employed approximately 1,800 in the Americas segment, 2,500 in the EURAF segment, and 500 in the MEAP segment. The vast majority of employees are full-time, with approximately 27% covered by a national trade union or collective bargaining agreement.
Such laws and regulations could also restrict our ability to modify or expand our facilities, could require us to acquire costly equipment, or could impose other significant expenditures. 20 Table of Contents Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our operations.
Such laws and regulations could also restrict our ability to modify or expand our facilities, could require us to acquire costly equipment, or could impose other significant expenditures. If we fail to protect our intellectual property rights or maintain our rights to use licensed intellectual property, our business could be adversely affected.
Each distribution method has risks and costs, and our failure to maintain and grow an effective distribution network may have a material adverse impact on our business. Using distributors exposes us to many risks, including competitive pressure, concentration risk, credit risk, and compliance risks.
Using distributors exposes us to many risks, including competitive pressure, concentration risk, credit risk, and compliance risks. Distributors may sell products that compete with our products, and we may need to provide financial and other incentives to focus distributors on the sale of our products.
Removed
For instance, supply chain, labor and logistics constraints impacted our ability to source parts, complete and ship units, and service cranes in 2023, which negatively impacted our results of operations and cash flows.
Added
Low-cost competition from China and developing markets could also result in decreased demand for our products. If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products, which may undermine our ability to generate returns on our investments.
Removed
As a result, the Company released $9.3 million of non-cash foreign currency translation adjustments recorded in accumulated other comprehensive loss on the Consolidated Balance Sheets to other income (expense) - net in the Consolidated Statement of Operations. The Company does not anticipate material future charges related to the curtailment of operations in Russia.
Added
Historically, sales of products that we manufacture and sell have been subject to cyclical variations caused by changes in general economic conditions and other factors.
Removed
Such disruptions may not be covered by our business interruption insurance. 14 Table of Contents We have significant manufacturing and sales of our products outside of the United States and such international operations could be subject to a number of risks specific to these countries.
Added
As a result, initial operations in a new market may operate at low margins or may be unprofitable. 13 Table of Contents If we do not develop new and innovative products or if customers in our markets do not accept them, our results could be negatively affected. Our products must be kept current to meet our customers’ needs.
Removed
Additionally, we have one trade union in China and one trade union in India. In North America, a small number of our employees belong to one of two trade unions. Any significant labor relations issues with our various employee unions could have an adverse effect on our operations, reputation, results of operations and financial condition.
Added
Failure to develop successful new products may also cause potential customers to purchase competitors’ products, rather than products manufactured by us.
Removed
Our restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost saving initiatives.
Removed
We continually seek ways to simplify or improve processes, eliminate excess capacity and reduce costs in all areas of our operations, which from time to time includes restructuring activities. Our restructuring actions may not be as effective as we anticipate, and we may fail to realize the cost savings we expect from these actions.
Removed
Actual charges, costs and adjustments due to restructuring activities may vary materially from our estimates. Our restructuring plans will require significant cash and non-cash integration and implementation costs or charges in order to achieve those cost savings, which could offset any such savings and other benefits.
Removed
Although we have considered the impact of local regulations, negotiations with employee representatives and the related costs associated with our restructuring activities, factors beyond the control of management may affect the timing of these projects and therefore affect when savings will be achieved under the plans.
Removed
Further, our operating results could be negatively affected if we are not successful in completing the restructuring projects in the time frames contemplated or if additional issues arise during the projects that add costs to or disrupt our operations.
Removed
The exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly in recent years and may continue to fluctuate in the future. Such fluctuations may have a material effect on our results of operations and financial position and may significantly affect the comparability of our results between financial periods.
Removed
The ABL Revolving Credit Facility includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to our German subsidiary that is a borrower under the ABL Revolving Credit Facility.
Removed
On June 17, 2021, the Company amended the ABL Credit Agreement to adjust certain negative covenants which reduced restrictions on the Company's ability to expand its rental business.
Removed
On May 19, 2022, the Company further amended the ABL Credit Agreement to (i) extend the maturity date to May 19, 2027 (subject to a springing maturity date of December 30, 2025 if the 2026 Notes have not been repaid in full or refinanced prior to December 30, 2025), (ii) permit the inclusion, subject to certain limitations, of the crane rental assets of certain subsidiaries in the borrowing base used to calculate availability under the ABL Credit Agreement, (iii) permit separate financing of crane rental assets not included in the borrowing base and (iv) replace 17 Table of Contents U.S. dollar London Inter-bank Offered Rate with interest rates based on the secured overnight financing rate plus a credit spread adjustment (“SOFR”).
Removed
Exposure to additional tax liabilities could have a negative impact on our operating results. We regularly undergo tax audits in various jurisdictions in which we operate.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 21 Table of Contents process provides for prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management in a timely manner. The Global Information Services team has relevant educational and industry experience.
Biggest changeThe process provides for prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management in a timely manner. The Global Information Services team has relevant educational and industry experience.
Item 1C. CYBERSECURITY The Company’s risk management program includes procedures, systems, and processes for assessing, identifying, and managing material risks from cybersecurity threats. Overall, we address cybersecurity risks through Board of Directors (the "Board") and management oversight and a system of controls and procedures designed to protect the confidentiality, integrity, and availability of the Company’s information assets.
Item 1C. CYBERSECURITY The Company’s risk management program includes procedures, systems, and processes for assessing, identifying, and managing material risks from cybersecurity threats. Overall, we address cybersecurity risks through the Board of Directors (the "Board") and management oversight and a system of controls and procedures designed to protect the confidentiality, integrity, and availability of the Company’s information assets.
Cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected or are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. 22 Table of Contents
Cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected or are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition.
The Company deploys technical safeguards designed to protect the Company’s information systems, including firewalls and systems for anti-malware, intrusion detection and prevention. The technical safeguards are regularly evaluated, tested, and improved through vulnerability assessments and updated cybersecurity intelligence.
The Company deploys technical safeguards designed to protect the Company’s information systems, including firewalls and systems for anti-malware, intrusion detection and prevention. The technical safeguards are regularly evaluated, tested, and 21 Table of Contents improved through vulnerability assessments and updated cybersecurity intelligence.
The Director of Cybersecurity has served in various roles in information technology and security at Manitowoc for over 29 years, including the last five years overseeing cybersecurity. The Senior Vice President Global Information Systems has been with Manitowoc for over 23 years, leading the Global IS team since 2022.
The Director of Cybersecurity has served in various roles in information technology and security at Manitowoc for over 30 years, including the last six years overseeing cybersecurity. The Senior Vice President Global Information Systems has been with Manitowoc for over 24 years, leading the Global IS team since 2022.

Item 2. Properties

Properties — owned and leased real estate

2 edited+6 added−1 removed0 unchanged
Biggest changeManitowoc management continually monitors the Company’s capacity needs and makes adjustments as dictated by market and other conditions. The following table provides information about material facilities owned or leased by the Company as of December 31, 2023.
Biggest changeManufacturing 22 Table of Contents The manufacturing facilities are believed to be suitable for their intended purposes, with adequate capacities for current and projected needs for existing products. Manitowoc management continually monitors the Company’s capacity needs and makes adjustments as dictated by market and other conditions.
Item 2. P ROPERTIES Manitowoc maintains leased and owned manufacturing, warehouse, service and distribution and office facilities throughout the world. The Company’s corporate office is located in Milwaukee, Wisconsin. The Company believes that its facilities currently in use are suitable and have adequate capacity to meet its present and foreseeable future demand.
Item 2. P ROPERTIES General Information Manitowoc maintains leased and owned service centers, distribution centers, remanufacturing, manufacturing, and office facilities throughout the world. The Company believes the properties it owns to be generally well maintained and adequate for present use. Through planned capital expenditures, the Company expects these properties to remain adequate for future needs.
Removed
Facility Location Type of Facility Milwaukee, Wisconsin Global Headquarters Americas Shady Grove, Pennsylvania Manufacturing/Office Jeffersonville, Indiana Warehouse Bloomington, Minnesota Distribution/Service Belle Chasse, Louisiana Distribution/Service Aiken, South Carolina Distribution/Service Houston, Texas Distribution/Service EURAF Wilhelmshaven, Germany Manufacturing/Office Niella Tanaro, Italy Manufacturing/Office Moulins, France Manufacturing/Office Charlieu, France Manufacturing/Office Saint Pierre de Chandieu, France Warehouse/Office Baltar, Portugal Manufacturing/Office MEAP Zhangjiagang, China Manufacturing/Office
Added
Leased properties are covered by leases expiring over terms of one to twenty years. The Company does not anticipate any difficulty in retaining occupancy of any leased facilities, either by renewing leases prior to expiration or by replacing them with equivalent leased facilities.
Added
Headquarters and Other Key Offices The Company’s corporate headquarters is in a leased office located in Milwaukee, Wisconsin.
Added
Service Centers The Company operates service centers through its wholly owned subsidiary, MGX Equipment Services, in the following locations: Phoenix, Arizona; Denver, Colorado; Ankeny, Iowa; Baton Rouge and Belle Chasse, Louisiana; Baltimore, Maryland; Bloomington, Minnesota; Kansas City, Missouri; Billings, Montana; Winston-Salem, North Carolina; Omaha, Nebraska; Aiken, South Carolina; Houston and Dallas, Texas; Salt Lake City, Utah; and Norfolk, Virginia.
Added
The Company also operates service centers in Europe and Australia at the following locations: Sydney, Australia; Saint Herblain, France; Vitrolles, France; Saint Ouen l’Aumône, France; Saint Pierre de Chandieu, France; Dole, France; Dry, France; Nice, France; Pompignac, France; Langenfeld, Germany; Lainate, Italy; Breda, Netherlands; Baltar, Portugal; Ajalvir, Spain; Buckingham, United Kingdom; and Barnsley, United Kingdom.
Added
Parts Distribution Centers The Company operates parts distribution centers in Jeffersonville, Indiana and Saint Pierre de Chandieu, France. Remanufacturing Remanufacturing of products through our EnCORE brand name is conducted in the following locations: Bauxite, Arkansas; Charlieu, France; Dry, France; Langenfeld, Germany; Belle Chasse, Louisiana; Baltimore, Maryland; Baltar, Portugal; Aiken, South Carolina; Houston, Texas; and Norfolk, Virginia.
Added
The following table provides information about material manufacturing facilities owned or leased by the Company as of December 31, 2024. Facility Location Americas Shady Grove, Pennsylvania EURAF Wilhelmshaven, Germany Niella Tanaro, Italy Moulins, France Charlieu, France Baltar, Portugal MEAP Zhangjiagang, China Pune, India

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeRefer to Note 19, “Commitments and Contingencies,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Biggest changeRefer to Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

6 edited+0 added−0 removed10 unchanged
Biggest changeRavenscroft also worked at Westinghouse 23 Table of Contents Air Brake Technologies and Janney Montgomery Scott. He holds an MBA from Carnegie Mellon University and a Bachelor of Arts in Economics from Bucknell University. Brian P. Regan has served as Executive Vice President and Chief Financial Officer of the Company since May 2022.
Biggest changeHe holds an MBA from Carnegie Mellon University and a Bachelor of Arts in Economics from Bucknell University. Brian P. Regan has served as Executive Vice President and Chief Financial Officer of the Company since May 2022.
Cook 40 Executive Vice President, Human Resources 2023 The following paragraphs provide further information as to our executive officers’ duties and their employment history: Aaron H. Ravenscroft has served as the President and Chief Executive Officer of the Company since August 2020.
Cook 41 Executive Vice President, Human Resources 2023 The following paragraphs provide further information as to our executive officers’ duties and their employment history: Aaron H. Ravenscroft has served as the President and Chief Executive Officer of the Company since August 2020.
Item 4. MINE SA FETY DISCLOSURE Not Applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICER S Each of the following executive officers of the Company has been elected by the Board of Directors. The information presented below is as of February 23, 2024. Name Age Position With The Registrant Principal Position Held Since Aaron H.
Item 4. MINE SA FETY DISCLOSURE Not Applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICER S Each of the following executive officers of the Company has been elected by the Board of Directors. The information presented below is as of February 21, 2025. Name Age Position With The Registrant Principal Position Held Since Aaron H.
Prior to his appointment, he was the Vice President, Corporate Controller and Principal Accounting Officer since November 2018, overseeing the Company’s accounting and financial reporting teams and was also responsible for the Treasury function beginning in 2020. Before joining Manitowoc, Mr.
Prior to his appointment, he was the Vice President, Corporate Controller and Principal Accounting Officer since November 2018, overseeing the Company’s accounting and financial reporting teams and was also responsible for the Treasury function 23 Table of Contents beginning in 2020. Before joining Manitowoc, Mr.
Ravenscroft served as Regional Managing Director of the North American Minerals business for the Weir Group (2013-2016); President and Group Executive of Process & Flow Control Group of Robbins & Myers (2011-2013); and Regional Vice President of Industrial Products Group for Gardner Denver, Inc. (2008-2011). Mr.
Ravenscroft served as Regional Managing Director of the North American Minerals business for the Weir Group (2013-2016); President and Group Executive of Process & Flow Control Group of Robbins & Myers (2011-2013); and Regional Vice President of Industrial Products Group for Gardner Denver, Inc. (2008-2011). Mr. Ravenscroft also worked at Westinghouse Air Brake Technologies and Janney Montgomery Scott.
Ravenscroft 45 President and Chief Executive Officer 2020 Brian P. Regan 50 Executive Vice President and Chief Financial Officer 2022 Jennifer L. Peterson 47 Executive Vice President, General Counsel and Secretary 2022 Leslie L. Middleton 54 Executive Vice President, Americas and EU Mobile Cranes 2020 James S.
Ravenscroft 46 President and Chief Executive Officer 2020 Brian P. Regan 51 Executive Vice President and Chief Financial Officer 2022 Jennifer L. Peterson 48 Executive Vice President, General Counsel and Secretary 2022 Leslie L. Middleton 55 Executive Vice President, Americas and EU Mobile Cranes 2020 James S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTotal Return to Shareholders (Includes reinvestment of dividends) Annual Return Percentages Years Ending December 31, 2019 2020 2021 2022 2023 The Manitowoc Company, Inc. 18.48 % (23.94 )% 39.67 % (50.73 )% 82.21 % S&P 500 Index 31.49 % 18.40 % 28.71 % (18.11 )% 26.29 % Russell 2000 Index 25.53 % 19.96 % 14.82 % (20.44 )% 16.93 % 25 Table of Contents Indexed Returns Years Ending December 31, 2018 2019 2020 2021 2022 2023 The Manitowoc Company, Inc. 100.00 118.48 90.12 125.86 62.02 113.00 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.21 Russell 2000 Index 100.00 125.53 150.58 172.90 137.56 160.85
Biggest change(23.94 )% 39.67 % (50.73 )% 82.21 % (45.30 )% S&P 500 Index 18.40 % 28.71 % (18.11 )% 26.29 % 25.02 % Russell 2000 Index 19.96 % 14.82 % (20.44 )% 16.93 % 11.54 % 25 Table of Contents Indexed Returns Years Ending December 31, 2019 2020 2021 2022 2023 2024 The Manitowoc Company, Inc. 100.00 76.06 106.23 52.34 95.37 52.17 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 Russell 2000 Index 100.00 119.96 137.74 109.59 128.14 142.93
The Company’s ABL Revolving Credit Facility and Indenture governing the 2026 Notes defines certain payments the Company can make, such as the repurchase or retirement of Company stock, prepayment of debt principal and distribution of dividends to holders of Company stock as “Restricted Payments.” These Restricted Payments may be constrained by a provision requiring a minimum fixed charge coverage ratio after giving effect to the Restricted Payments under the ABL Credit Agreement and a provision requiring a minimum consolidated total debt ratio under the 2026 Notes indenture.
The Company’s ABL Revolving Credit Facility and Indenture governing the 2031 Notes defines certain payments the Company can make, such as the repurchase or retirement of Company stock, prepayment of debt principal and distribution of dividends to holders of Company stock as “Restricted Payments.” These Restricted Payments may be constrained by a provision requiring a minimum fixed charge coverage ratio after giving effect to the Restricted Payments under the ABL Credit Agreement and a provision requiring a minimum consolidated total debt ratio under the 2031 Notes indenture.
The amount and timing of any dividends are determined by the Board of Directors at its regular meetings each year, subject to limitations within the indenture governing the Company’s 2026 Notes and the Company’s ABL Revolving Credit Facility described below. For the years ended December 31, 2023 and 2022, no cash dividends were declared or paid.
The amount and timing of any dividends are determined by the Board of Directors at its regular meetings each year, subject to limitations within the indenture governing the Company’s 2031 Notes and the Company’s ABL Revolving Credit Facility described below. For the years ended December 31, 2024 and 2023, no cash dividends were declared or paid.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PRUCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol MTW. The number of shareholders of record of common stock as of December 31, 2023 was 492.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PRUCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol MTW. The number of shareholders of record of common stock as of December 31, 2024 was 473.
Refer to Note 12, “Debt,” to the Company’s Consolidated Financial Statements. See Part III, Item 12 of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans.
Refer to Note 10, “Debt,” to the Company’s Consolidated Financial Statements. See Part III, Item 12 of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans. Total Return to Shareholders (Includes reinvestment of dividends) Annual Return Percentages Years Ending December 31, 2020 2021 2022 2023 2024 The Manitowoc Company, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

87 edited+19 added−39 removed51 unchanged
Biggest changeThe Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other income (expense) - net and certain other non-recurring items. 34 Table of Contents The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Net income (loss) $ 39.2 $ (123.6 ) Interest expense and amortization of deferred financing fees 35.2 33.0 Provision for income taxes 5.0 3.4 Depreciation expense 56.6 60.6 Amortization of intangible assets 3.2 3.1 EBITDA 139.2 (23.5 ) Restructuring expense 1.3 1.5 Asset impairment expense (1) — 171.9 Other non-recurring items - net (2) 21.8 (1.0 ) Other (income) expense - net (3) 13.0 (5.8 ) Adjusted EBITDA $ 175.3 $ 143.1 (1) The asset impairment expense in 2022 represents non-cash goodwill and indefinite-lived intangible asset impairment charges.
Biggest changeThe reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the years ended December 31, 2024 and 2023 is summarized as follows: Year Ended December 31, 2024 2023 Net income $ 55.8 $ 39.2 Interest expense and amortization of deferred financing fees 39.7 35.2 Provision (benefit) for income taxes (44.1 ) 5.0 Depreciation expense 60.0 56.6 Amortization of intangible assets 2.9 3.2 EBITDA 114.3 139.2 Restructuring expense 4.6 1.3 Other non-recurring items - net (1) 9.1 21.8 Other expense - net (2) 0.4 13.0 Adjusted EBITDA $ 128.4 $ 175.3 (1) Other non-recurring items - net for the year ended December 31, 2024 relate to $8.9 million of costs associated with a legal matter with the U.S.
The Company monitors for events and market conditions to determine if any interim impairment tests of goodwill, other intangibles or long-lived assets are warranted. Deterioration in macroeconomic conditions, a decline in actual results as compared with the Company’s projections, or a low equity market capitalization for a prolonged period, are factors which could indicate an interim triggering event has occurred.
The Company monitors events and market conditions to determine if any interim impairment tests of goodwill, other intangibles or long-lived assets are warranted. Deterioration in macroeconomic conditions, a decline in actual results as compared with the Company’s projections, or a low equity market capitalization for a prolonged period, are factors which could indicate an interim triggering event has occurred.
Other income (expense) – net for the year ended December 31, 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 operating activities less capital expenditures.
Other expense – net for the year ended December 31, 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 operating activities less capital expenditures.
Management judgment is required in determining its provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against its net deferred tax assets. The Company does not currently provide for additional U.S. and foreign income taxes which would become payable upon repatriation of undistributed earnings of foreign subsidiaries.
Management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against the net deferred tax assets. The Company does not currently provide for additional U.S. and foreign income taxes which would become payable upon repatriation of undistributed earnings of foreign subsidiaries.
(2) Other non-recurring items - net for the year ended December 31, 2023 relate to $21.2 million of costs associated with a legal matter with the U.S. EPA and $0.6 million of one-time costs.
EPA and $0.2 million of one-time costs. Other non-recurring items - net for the year ended December 31, 2023 relate to $21.2 million of costs associated with a legal matter with the U.S.
The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested. Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the year ended December 31, 2023 by the five-quarter average of invested capital.
The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested. Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the year ended December 31, 2024 by the five-quarter average of invested capital.
In addition to the ABL Revolving Credit Facility, the Company has access to non-committed overdraft facilities to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million.
In addition to the ABL Revolving Credit Facility, the Company has access to committed and non-committed lines of credit to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million.
Environmental, Health, Safety, Contingencies and Other Matters Refer to Part II, Item 8, Note 19, “Commitments and Contingencies,” where the Company has disclosed environmental, health, safety, contingencies and other matters. Critical Accounting Policies and Estimates The Consolidated Financial Statements include the accounts of the Company and all its subsidiaries.
Environmental, Health, Safety, Contingencies and Other Matters Refer to Part II, Item 8, Note 17, “Commitments and Contingencies,” where the Company has disclosed environmental, health, safety, contingencies and other matters. Critical Accounting Policies and Estimates The Consolidated Financial Statements include the accounts of the Company and all its subsidiaries.
Refer to Note 14, “Income Taxes,” to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740 “Income Taxes.” The Company maintains defined benefit pension plans for some of the Company’s employees and retirees.
Refer to Note 12, “Income Taxes,” to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740 “Income Taxes.” The Company maintains defined benefit pension plans for some of the Company’s employees and retirees.
Further information regarding the Company’s reportable segments can be found in Note 18, “Segments,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Further information regarding the Company’s reportable segments can be found in Note 16, “Segments,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The Board of Directors has established the Retirement Plan Committee to manage the operations and administration of all benefit plans and related trusts. Refer to Note 21, “Employee Benefit Plans,” to the Consolidated Financial Statements.
The Board of Directors has established the Retirement Plan Committee to manage the operations and administration of all benefit plans and related trusts. Refer to Note 19, “Employee Benefit Plans,” to the Consolidated Financial Statements.
The Company contributes a matching contribution for eligible wages above IRS employee compensation limits for 401(k) retirement plans and/or an additional contribution from the Company for each individual participant, which may or may not be made, at the full discretion of the Company based on its performance.
The Company contributes a matching contribution 32 Table of Contents for eligible wages above IRS employee compensation limits for 401(k) retirement plans and/or an additional contribution from the Company for each individual participant, which may or may not be made, at the full discretion of the Company based on its performance.
In 2023, cash contributions by the Company to the non-qualified supplemental deferred compensation plan were $0.4 million. Cash contributions to the non-qualified supplemental deferred compensation plan earned in 2023 and expected to be paid in 2024 are $0.2 million.
In 2024, cash contributions by the Company to the non-qualified supplemental deferred compensation plan were $0.2 million. Cash contributions to the non-qualified supplemental deferred compensation plan earned in 2024 and expected to be paid in 2025 are $0.4 million.
Results of Operations A detailed discussion of the year-over-year changes for the years ended December 31, 2022 and 2021 can be found in the Management's Discussion and Analysis section of the Company's 2022 Annual Report on Form 10-K filed on February 24, 2023, and is available on the SEC's website at www.sec.gov as well as in the "Investors" section of our website at www.manitowoc.com.
Results of Operations A detailed discussion of the year-over-year changes for the years ended December 31, 2023 and 2022 can be found in the Management's Discussion and Analysis section of the Company's 2023 Annual Report on Form 10-K filed on February 23, 2024, and is available on the SEC's website at www.sec.gov as well as in the "Investors" section of our website at www.manitowoc.com.
Cash contributions to the 401(k) plan earned in 2023 and expected to be paid in 2024 are $3.1 million. The Company maintains a non-qualified supplemental deferred compensation plan for highly compensated and key management employees and for non-employee directors of the Company.
Cash contributions to the 401(k) plan earned in 2024 and expected to be paid in 2025 are $3.3 million. The Company maintains a non-qualified supplemental deferred compensation plan for highly compensated and key management employees and for non-employee directors of the Company.
Plan assets and obligations are recorded annually based on the Company’s measurement date utilizing various actuarial assumptions such as discount rates, expected return on plan assets, compensation increases, retirement and mortality rates and health care cost trend rates as of that date.
Plan assets and obligations are recorded annually based on the Company’s measurement date utilizing various actuarial assumptions such as discount rates, expected return on plan assets, compensation 37 Table of Contents increases, retirement and mortality rates and health care cost trend rates as of that date.
The following table summarizes the sensitivity of our December 31, 2023 retirement obligations and 2023 retirement benefit costs of the Company's plans to changes in the key assumptions used to determine those results: Change in assumption: Estimated increase (decrease) in 2024 pension net periodic benefit costs Estimated increase (decrease) in projected benefit obligation for the year ended December 31, 2023 Estimated increase (decrease) in 2024 other postretirement net periodic benefit costs Estimated increase (decrease) in other postretirement benefit obligation for the year ended December 31, 2023 0.50% increase in discount rate $ (0.4 ) $ (7.8 ) $ — $ (0.2 ) 0.50% decrease in discount rate 0.4 8.2 — 0.2 0.50% increase in long-term return on assets (0.6 ) N/A N/A N/A 0.50% decrease in long-term return on assets 0.6 N/A N/A N/A 1.0% increase in health care cost trend rates N/A N/A — 0.1 1.0% decrease in health care cost trend rates N/A N/A — (0.1 ) It is reasonably possible that the estimate for future retirement and medical costs may change in the near future due to changes in interest rates.
The following table summarizes the sensitivity of the Company's December 31, 2024 retirement obligations and 2024 retirement benefit costs to changes in the key assumptions used to determine those results: Change in assumption: Estimated increase (decrease) in 2025 pension net periodic benefit costs Estimated increase (decrease) in projected benefit obligation for the year ended December 31, 2024 Estimated increase (decrease) in 2025 other postretirement net periodic benefit costs Estimated increase (decrease) in other postretirement benefit obligation for the year ended December 31, 2024 0.50% increase in discount rate $ (0.3 ) $ (6.8 ) $ — $ (0.1 ) 0.50% decrease in discount rate 0.3 7.4 — 0.1 0.50% increase in long-term return on assets (0.5 ) N/A N/A N/A 0.50% decrease in long-term return on assets 0.5 N/A N/A N/A 1.0% increase in health care cost trend rates N/A N/A — 0.1 1.0% decrease in health care cost trend rates N/A N/A — (0.1 ) It is reasonably possible that the estimate for future retirement and medical costs may change in the near future due to changes in interest rates.
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 liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2031 Notes and the related guarantees.
The Company evaluates each agreement at the inception of the order to determine if the customer has a significant economic incentive to exercise that right.
The Company evaluates each agreement at inception to determine if the customer has a significant economic incentive to exercise that right.
Such warranties generally provide that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer-term warranties. If a product fails to comply with the Company’s warranties, it may be obligated, at its expense, to correct any defect by repairing or replacing such defective product.
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 warranties, it may be obligated, at its expense, to correct any defect by repairing or replacing such defective product.
Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as other comprehensive income (loss). The cumulative translation adjustment recorded in other comprehensive income (loss) for the year ended December 31, 2023 was income of $20.6 million.
Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as other comprehensive income (loss). The cumulative translation adjustment recorded in other comprehensive income (loss) for the year ended December 31, 2024 was a loss of $20.8 million.
These non-GAAP 33 Table of Contents financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein. Adjusted ROIC Adjusted ROIC measures how efficiently the Company uses invested capital in its operations.
These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein. Adjusted ROIC Adjusted ROIC measures how efficiently the Company uses invested capital in its operations.
The hedges of anticipated transactions are designated as cash flow hedges as required under ASC Topic 815 “Derivatives and Hedging.” As of December 31, 2023, the Company was party to foreign currency forward contracts with a notional value of $140.1 million all of which are carried on the Company’s balance sheet at fair value.
The hedges of anticipated transactions are designated as cash flow hedges as required under ASC Topic 815 “Derivatives and Hedging.” As of December 31, 2024, the Company was party to foreign currency forward contracts with a notional value of $129.7 million all of which are carried on the Company’s balance sheet at fair value.
Adjusted NOPAT is calculated for each quarter by taking operating income (loss) plus the addback of amortization of intangible assets and the addback or subtraction of restructuring expenses, certain other non-recurring items - net and income taxes, which is determined using a 15% tax rate.
Adjusted NOPAT is calculated 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.
The approach the Company used to determine the annual assumptions are as follows: 38 Table of Contents • Discount Rate – The Company’s discount rate assumptions are based on the interest rate of noncallable high-quality corporate bonds, with appropriate consideration of pension plan participant demographics and benefit payment terms.
The approach the Company uses to determine the annual assumptions are as follows: • Discount Rate – The Company’s discount rate assumptions are based on the interest rate of noncallable high-quality corporate bonds, with appropriate consideration of pension plan participant demographics and benefit payment terms.
In 2023, cash contributions by the Company to defined benefit pension, postretirement medical and other benefit plans were $5.1 million, and the Company estimates that its contributions in 2024 will be approximately $9.8 million. Cash contributions to the Company’s 401(k) plan were $12.2 million in 2023.
In 2024, cash contributions by the Company to defined benefit pension, postretirement medical, and other defined benefit plans were $9.1 million, and the Company estimates that its contributions in 2025 will be approximately $5.2 million. Cash contributions to the Company’s 401(k) plan were $9.0 million in 2024.
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 for the year ended December 31, 2023 was 11.2%.
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 for the year ended December 31, 2024 was 6.0%.
See further detail at Note 12, “Debt,” to the Consolidated Financial Statements.
See further detail at Note 10, “Debt,” to the Consolidated Financial Statements.
Capital Expenditures The Company funds capital expenditures that are intended to improve the cost structure of the Company’s business; invest in new processes, products and technology; maintain high-quality production standards; and maintain and expand the Company's rental fleet. The Company paid a total of $77.4 million during 2023 for capital expenditures.
Capital Expenditures The Company funds capital expenditures that are intended to improve the cost structure of the Company’s business; invest in new processes, products and technology; maintain high-quality production standards; and maintain and expand the Company's rental fleet. The Company paid a total of $45.7 million during 2024 for capital expenditures.
Below is the calculation of Adjusted ROIC for the year ended December 31, 2023.
Below is the calculation of Adjusted ROIC for the year ended December 31, 2024.
Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. Inventories are reduced by a reserve for excess and obsolete inventories. The estimated reserve is based upon specific identification of excess or obsolete inventories based on historical usage, estimated future usage, sales requiring the inventory and historical write-off experience.
Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. Inventories are reduced by a reserve for excess and obsolete inventories. The estimated reserve is based upon specific identification of excess or obsolete inventories based on historical usage and estimated future usage.
Refer to Note 14, “Income Taxes,” to the Consolidated Financial Statements. Segment Operating Performance The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment and the Middle East and Asia Pacific (“MEAP”) segment.
Refer to Note 12, “Income Taxes,” to the Consolidated Financial Statements. 28 Table of Contents Segment Operating Performance The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment and the Middle East and Asia Pacific (“MEAP”) segment.
Liquidity and Capital Resources Liquidity The Company’s liquidity position as of December 31, 2023 and 2022 is summarized as follows: 2023 2022 Cash and cash equivalents $ 34.4 $ 64.4 Revolver borrowing capacity 275.0 275.0 Other debt availability 45.2 43.8 Less: Borrowings on revolver (60.0 ) (80.0 ) Less: Borrowings on other debt (11.2 ) (4.3 ) Less: Outstanding letters of credit (3.4 ) (3.0 ) Total liquidity $ 280.0 $ 295.9 The Company’s revolving credit facility, or other future facilities, may be used for working capital requirements, capital expenditures, funding future acquisitions (within the Company’s debt limitations), and other operating, investing and financing needs.
Liquidity and Capital Resources Liquidity The Company’s liquidity position as of December 31, 2024 and 2023 is summarized as follows: 2024 2023 Cash and cash equivalents $ 48.0 $ 34.4 Revolver borrowing capacity 325.0 275.0 Other debt availability 42.4 45.2 Less: Borrowings on revolver (79.0 ) (60.0 ) Less: Borrowings on other debt (12.1 ) (11.2 ) Less: Outstanding letters of credit (3.4 ) (3.4 ) Total liquidity $ 320.9 $ 280.0 The Company’s revolving credit facility, or other future facilities, may be used for working capital requirements, capital expenditures, funding future acquisitions (within the Company’s debt limitations), and other operating, investing and financing needs.
Leases As of December 31, 2023, the Company had contractual fixed costs related to operating lease commitments of $72.6 million with $15.4 million due within one year. Refer to Note 22, “Leases,” to the Consolidated Financial Statements for further information.
Leases As of December 31, 2024, the Company had contractual fixed costs related to operating lease commitments of $72.5 million with $15.8 million due within one year. Refer to Note 20, “Leases,” to the Consolidated Financial Statements for further information.
Purchase Obligations As of December 31, 2023, the Company has purchase obligations of $1,151.6 million with $674.4 million due within one year. Purchase obligations consist primarily of open purchase orders for raw materials and various components used in the manufacturing process and purchase obligations from agreements with various suppliers that include a right of cancellation.
Purchase Obligations As of December 31, 2024, the Company has purchase obligations of $890.4 million with $601.9 million due within one year. Purchase obligations consist primarily of open purchase orders for raw materials and various components used in the manufacturing process and purchase obligations from agreements with various suppliers that include a right of cancellation.
Other Income (Expense) – Net 28 Table of Contents Other income (expense) – net for the year ended December 31, 2023 was $13.0 million of expense and 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 $6.0 million of pension benefit and postretirement health costs.
Other expense - net for the year ended December 31, 2023 was $13.0 million and 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 $6.0 million of pension benefit and postretirement health costs. This was partially offset by $3.3 million of net foreign currency transaction gains.
As of December 31, 2023, a hypothetical 10% increase or decrease in the exchange rate in the Company’s portfolio of foreign currency contracts would result in a $8.7 million unrealized gain and a $5.9 million unrealized loss, respectively.
As of December 31, 2024, a hypothetical 10% increase or decrease in the exchange rate in the Company’s portfolio of foreign currency contracts would result in a $11.5 million unrealized gain and a $5.6 million unrealized loss, respectively.
For the year ended December 31, 2023, depreciation was $56.6 million. The Company anticipates that capital expenditures for 2024 will be approximately $60.0 million, of which approximately $25.0 million will be for growth of the rental fleet. Other Cash Requirements The Company has unrecognized tax benefits totaling $9.1 million as of December 31, 2023, excluding related interest and penalties.
For the year ended December 31, 2024, depreciation was $60.0 million. The Company anticipates that capital expenditures for 2025 will be approximately $47.0 million, of which approximately $23.0 million is for rental fleet assets. Other Cash Requirements The Company has unrecognized tax benefits totaling $13.9 million as of December 31, 2024, excluding related interest and penalties.
As of October 31, 2023, the Company performed its annual goodwill impairment test. Based on the results of the test, the fair value of the Americas – Distribution and MEAP reporting units were substantially in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2023.
As of October 31, 2024, the Company performed its annual goodwill impairment test. The fair values of the Americas - Distribution and MEAP reporting units were 13% and 69%, respectively, in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2024.
For the year ended December 31, 2023, the Company incurred $5.4 million and $1.6 million of interest on borrowings from the ABL Revolving Credit Facility and other debts, respectively. Refer to Note 12, “Debt,” to the Consolidated Financial Statements for further information.
For the year ended December 31, 2024 the Company incurred $7.8 million and $3.3 million of interest on borrowings from the ABL Revolving Credit Facility and other debts, respectively. Refer to Note 10, “Debt,” to the Consolidated Financial Statements for further information.
Goodwill, Intangible Assets and Other Long-Lived Assets – The Company accounts for goodwill and intangible assets under the guidance of ASC Topic 350-10, “Intangibles – Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized; instead, the Company performs an annual impairment test. The Company has two reporting units with goodwill: Americas – Distribution and MEAP.
Goodwill, Intangible Assets and Other Long-Lived Assets – The Company accounts for goodwill and intangible assets under the guidance of ASC Topic 350-10, “Intangibles – Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized; 36 Table of Contents instead, the Company performs an annual impairment test.
The reconciliations of net cash provided by operating activities to f ree cash flows for the year ended December 31, 2023 and 2022 are summarized as follows: Year Ended December 31, 2023 2022 Net cash provided by operating activities $ 63.0 $ 76.9 Capital expenditures (77.4 ) (61.8 ) Free cash flows $ (14.4 ) $ 15.1 Financial Risk Management The Company is exposed to market risks from changes in interest rates, commodities and foreign currency exchange rates.
The reconciliation of net cash provided by operating activities to f ree cash flows for the years ended December 31, 2024 and 2023 is summarized as follows: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 49.2 $ 63.0 Capital expenditures (45.7 ) (77.4 ) Free cash flows $ 3.5 $ (14.4 ) Financial Risk Management The Company is exposed to market risks from changes in interest rates, commodities, and foreign currency exchange rates.
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 (as defined below) is $275.0 million.
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. 30 Table of Contents The maximum availability under the Company’s current ABL Revolving Credit Facility is $325.0 million, of which $100.0 million is available to our German subsidiary.
Transactions under the non-U.S. and U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the maximum limit. Refer to Note 13, “Accounts Receivable Factoring,” to the Consolidated Financial Statements.
Other Financing Arrangements The Company has two non-U.S. accounts receivable financing programs with no maximum availability. Transactions under the non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit.
The Company has established a position within the actuarially determined range, which it believes is the best estimate of the IBNR liability. 39 Table of Contents Income Taxes – The Company accounts for income taxes under the guidance of ASC Topic 740-10, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Income Taxes – The Company accounts for income taxes under the guidance of ASC Topic 740-10, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
The rate was unfavorably impacted primarily by non-deductible expenses related to a legal matter, additional valuation allowances recorded during the year and the jurisdictional mix of the financial results. The 2022 effective tax rate was favorably impacted by the net release of unrecognized tax positions of $11.5 million, primarily related to U.S.
The rate was unfavorably impacted primarily by non-deductible expenses related to a legal matter, additional valuation allowances recorded during the year and the jurisdictional mix of the financial results.
Off-Balance Sheet Arrangements As of December 31, 2023, the Company had buyback commitments with a balance outstanding of $43.4 million. This amount is not reduced for amounts the Company would recover from the repossession and subsequent resale of collateral. Refer to Note 20, “Guarantees,” to the Consolidated Financial Statements for further information.
Refer to Note 11, “Accounts Receivable Factoring,” to the Consolidated Financial Statements. 31 Table of Contents Off-Balance Sheet Arrangements As of December 31, 2024, the Company had buyback commitments outstanding of $29.9 million. This amount is not reduced for amounts the Company would recover from the repossession and subsequent resale of collateral.
Year Ended December 31, 2023 Operating income $ 92.4 Amortization of intangible assets 3.2 Restructuring expense 1.3 Other non-recurring items - net 1 21.8 Adjusted operating income 118.7 Provision for income taxes (17.8 ) Adjusted NOPAT $ 100.9 5-Quarter Average Total assets $ 1,681.3 Total liabilities (1,112.1 ) Net total assets 569.3 Cash and cash equivalents (44.2 ) Short-term borrowings and current portion of long-term debt 12.9 Long-term debt 371.4 Income tax assets - net (6.2 ) Invested capital $ 903.1 Adjusted ROIC 11.2 % (1) Other non-recurring items - net for the year ended December 31, 2023 relate to $21.2 million of costs associated with a legal matter with the U.S.
Year Ended December 31, 2024 Operating income $ 51.8 Amortization of intangible assets 2.9 Restructuring expense 4.6 Other non-recurring items - net 1 9.1 Adjusted operating income 68.4 Provision for income taxes (10.3 ) Adjusted NOPAT $ 58.1 5-Quarter Average Total assets $ 1,734.4 Total liabilities (1,126.5 ) Net total assets 607.9 Cash and cash equivalents (35.0 ) Short-term borrowings and current portion of long-term debt 26.2 Long-term debt 388.3 Income tax assets - net (17.5 ) Invested capital $ 969.9 Adjusted ROIC 6.0 % 33 Table of Contents (1) Other non-recurring items - net for the year ended December 31, 2024 relate to $8.9 million of costs associated with a legal matter with the U.S.
Total U.S. dollar availability as of December 31, 2023 for the six overdraft facilities is $45.2 million, with $11.2 million outstanding.
Total U.S. dollar availability as of December 31, 2024 for the six overdraft facilities is $42.4 million, with $12.1 million outstanding.
(3) Other (income) expense - net includes net foreign currency gains (losses), other components of net periodic pension costs and other items in the years ended December 31, 2023 and 2022.
EPA and $0.6 million of one-time costs (2) Other expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, and other items in the years ended December 31, 2024 and 2023.
Revenue Recognition – The Company records revenue in accordance with ASC Topic 606 – “Revenue from Contracts with Customers.” Below are the Company's revenue recognition policies by performance obligation. 36 Table of Contents • Crane Sales Crane sales are primarily generated through the sale of new and used cranes.
Refer to Part II, Item 8, Note 2, “Summary of Significant Accounting Policies,” for a detailed description of these and other accounting policies of the Company. 35 Table of Contents Revenue Recognition – The Company records revenue in accordance with ASC Topic 606 – “Revenue from Contracts with Customers.” Below are the Company's revenue recognition policies by performance obligation. • Crane Sales Crane sales are primarily generated through the sale of new and used cranes.
The variable interest rate is based upon the average availability as of the most recent determination date. As of December 31, 2023, the Company had borrowings on the ABL Revolving Credit Facility of $60.0 million. At any time, the Company could be party to various interest rate swaps in connection with its fixed or floating rate debt.
As of December 31, 2024, the Company had borrowings on the ABL Revolving Credit Facility of $79.0 million. At any time, the Company could be party to various interest rate swaps in connection with its fixed or floating rate debt. No interest rate swaps were entered into or outstanding during 2024 or 2023.
Financial Condition Cash Flows The table below shows a summary of cash flows for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Net cash provided by operating activities $ 63.0 $ 76.9 Net cash used for investing activities (71.8 ) (58.0 ) Net cash used for financing activities (21.4 ) (29.9 ) Cash and cash equivalents 34.4 64.4 Cash Flows from Operating Activities Net cash provided by operating activities of $63.0 million in 2023 decreased $13.9 million from $76.9 million in 2022 .
The decrease was primarily attributable to the lower realized price and unfavorable product mix. 29 Table of Contents Financial Condition Cash Flows The table below shows a summary of cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 49.2 $ 63.0 Net cash used for investing activities (40.4 ) (71.8 ) Net cash provided by (used for) financing activities 6.7 (21.4 ) Cash and cash equivalents 48.0 34.4 Cash Flows from Operating Activities Net cash provided by operating activities of $49.2 million in 2024 decreased $13.8 million from $63.0 million in 2023 .
EPA and $0.6 million of one-time costs. EBITDA and Adjusted EBITDA The Company defines EBITDA as net income (loss) before interest, taxes, depreciation and amortization.
EPA and $0.2 million of one-time costs. EBITDA and Adjusted EBITDA The Company defines EBITDA as net income (loss) before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other income (expense) – net, and certain other non-recurring items.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance that represents a reserve on deferred tax assets for which utilization is not more likely than not.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable.
Based on the results of the recoverability test, it was determined that the undiscounted cash flows were in excess of the carrying value of the long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable.
Contractual Obligations and Commercial Commitments The Company's material cash requirements, contractual obligations and commercial commitments include the following: Debt As of December 31, 2023, the Company had outstanding debt of $372.1 million with $13.4 million payable within one year.
Refer to Note 18, “Guarantees,” to the Consolidated Financial Statements for further information. Contractual Obligations and Commercial Commitments The Company's material cash requirements, contractual obligations and commercial commitments include the following: Debt As of December 31, 2024, the Company had outstanding debt of $390.2 million with $13.1 million payable within one year.
The date for the annual impairment test is October 31, or more frequently if events or changes in 37 Table of Contents circumstances indicate that the assets might be impaired.
The Company has two reporting units with goodwill: Americas – Distribution and MEAP. The date for the annual impairment test is October 31, or more frequently if events or changes in circumstances indicate that the assets might be impaired.
This was partially offset by $3.3 million of net foreign currency transaction gains.
This was partially offset by $2.6 million of net foreign currency transaction gains and $0.7 million of interest income.
The Company measures and records income tax contingency accruals under the guidance of ASC Topic 740-10. The Company recognizes liabilities for uncertain income tax positions based on a two-step process.
As such, valuation allowances may be established or reduced in future periods, which would decrease or increase the provision for income taxes. The Company measures and records income tax contingency accruals under the guidance of ASC Topic 740-10. The Company recognizes liabilities for uncertain income tax positions based on a two-step process.
Based on the results of the test, the fair value of the Grove Tradename and Potain Tradename were substantially in excess of their carrying value as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2023.
As of October 31, 2024 the Company performed its annual indefinite-lived intangible assets impairment test. The fair value of the Potain and Grove Tradenames were substantially in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2024.
Commodity Prices The Company is exposed to fluctuating market prices for commodities, including steel, copper, aluminum and petroleum-based products. From time to time the Company may use commodity financial instruments to hedge commodity prices. No commodity financial instruments were entered into or outstanding during 2023 and 2022.
From time to time the Company may use commodity financial instruments to hedge commodity prices. No commodity financial instruments were entered into or outstanding during 2024 and 2023.
Year ended December 31, 2023 Year ended December 31, 2022 Change Net Sales Americas $ 1,211.2 $ 1,013.0 19.6 % EURAF 669.6 761.5 (12.1 )% MEAP 347.0 258.0 34.5 % Segment Operating Income (Loss) Americas $ 111.7 $ (88.8 ) * EURAF (7.9 ) (3.2 ) (146.9 )% MEAP 52.3 40.2 30.1 % *Measure not meaningful Americas 29 Table of Contents Americas segment net sales increased 19.6% in 2023 to $1,211.2 million from $1,013.0 million in 2022.
Year ended December 31, 2024 Year ended December 31, 2023 Change Net Sales Americas $ 1,197.6 $ 1,211.2 (1.1 )% EURAF 616.0 669.6 (8.0 )% MEAP 364.4 347.0 5.0 % Segment Operating Income (Loss) Americas $ 103.7 $ 111.7 (7.2 )% EURAF (46.6 ) (7.9 ) * MEAP 39.4 52.3 (24.7 )% *Measure not meaningful Americas Americas segment net sales decreased 1.1% in 2024 to $1,197.6 million from $1,211.2 million in 2023.
A considerable amount of management judgment and assumptions are required in performing the goodwill and indefinite-lived asset impairment tests as it relates to revenue growth rates, projected margin, the discount rate and relevant market multiples, as applicable.
A considerable amount of management judgment and assumptions are required in performing the goodwill and indefinite-lived asset impairment tests as it relates to the forecast of future revenues and margins, especially considering the limited operating history of Americas – Distribution, and the discount rate, as applicable.
Refer to Note 10, “Goodwill and Intangible Assets,” to the Consolidated Financial Statements for further information. Interest Expense Interest expense for the year ended December 31, 2023 was $33.9 million compared to $31.6 million for the year ended December 31, 2022. Interest expense increased year-over-year primarily due to higher interest rates on borrowings from the Company's ABL revolving credit facility.
Interest Expense Interest expense for the year ended December 31, 2024 increased 13% to $38.3 million compared to $33.9 million for the year ended December 31, 2023. The increase was primarily due to higher average debt and higher interest rates on borrowings from the Company's ABL revolving credit facility when compared to the prior year.
The ABL Revolving Credit Facility has a maturity date 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), 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.
The ABL Revolving Credit Facility has a maturity date of September 18, 2029, and includes a $75.0 million letter of credit sub-facility, $10.0 million of which is available to the Company's German subsidiary that is a borrower under this facility.
Results of Operations for the Years Ended December 31, 2023 and 2022 2023 2022 2023 to 2022 % Change Orders $ 2,082.3 $ 2,095.5 (0.6 )% Backlog 917.2 1,056.0 (13.1 )% Net sales 2,227.8 2,032.5 9.6 % Gross profit 425.2 364.5 16.7 % Gross profit % 19.1 % 17.9 % Engineering, selling and administrative expenses 328.3 281.0 16.8 % Asset impairment expense — 171.9 * Interest expense 33.9 31.6 7.3 % Other income (expense) - net (13.0 ) 5.8 * Provision for income taxes 5.0 3.4 47.1 % *Measure not meaningful 27 Table of Contents Orders and Backlog Backlog represents the dollar value of orders which are expected to be recognized in net sales in the future.
Results of Operations for the Years Ended December 31, 2024 and 2023 2024 2023 Change Net sales 2,178.0 2,227.8 (2.2 )% Gross profit 375.0 425.2 (11.8 )% Gross profit % 17.2 % 19.1 % Engineering, selling, and administrative expenses 315.7 328.3 (3.8 )% Interest expense 38.3 33.9 13.0 % Other expense - net (0.4 ) (13.0 ) (96.9 )% Provision (benefit) for income taxes (44.1 ) 5.0 * *Measure not meaningful Net Sales Consolidated net sales for the year ended December 31, 2024 decreased 2.2% to $2,178.0 million from $2,227.8 million for the year ended December 31, 2023.
No interest rate swaps were entered into or outstanding during 2023 or 2022. A hypothetical 100 basis point increase/decrease in the average interest rate of the Company's annual average borrowings under its ABL Revolving Credit Facility would have resulted in a $0.8 million increase/decrease to interest expense for the year ended December 31, 2023.
A hypothetical 100 basis point increase/decrease in the average interest rate of the Company's annual average borrowings under its ABL Revolving Credit Facility would have resulted in a $1.2 million increase/decrease to interest expense for the year ended December 31, 2024. Commodity Prices The Company is exposed to fluctuating market prices for commodities, including steel, copper, aluminum, and petroleum-based products.
Provision for Income Taxes During the year ended December 31, 2023 and 2022 the Company recorded a provision for income taxes of $5.0 million and $3.4 million, respectively.
Provision (benefit) for Income Taxes During the year ended December 31, 2024 and 2023 the Company recorded a benefit for income taxes of $44.1 million and a provision for income taxes of $5.0 million, respectively. The 2024 effective tax rate was favorably impacted by a $57.5 million net reduction of the valuation allowance.
For a more detailed discussion of the Company's accounting policies and the financial instruments that we use, refer to Note 2, “Summary of Significant Accounting Policies,” Note 5, “Fair Value of Financial Instruments,” and Note 12, “Debt,” to the Consolidated Financial Statements.
For a more detailed discussion of the Company's accounting policies and the financial instruments that we use, refer to Note 2, “Summary of Significant Accounting Policies,” Note 4, “Fair Value of Financial Instruments,” and Note 10, “Debt,” to the Consolidated Financial Statements. 34 Table of Contents Interest Rate Risk The Company's long-term debt primarily consists of $300.0 million on the 2031 Notes and borrowings under its ABL Revolving Credit Facility.
The increase was primarily attributable to higher new and non-new machine sales in the Americas and MEAP segments, higher non-new machine sales in the EURAF segment and global pricing actions. This was partially offset by lower new machine sales in the EURAF segment. Net sales were favorably impacted by $15.5 million from changes in foreign currency exchange rates.
The decrease was primarily attributable to lower new crane shipments in the EURAF and MEAP segments. This was partially offset by $16.5 million of higher non-new machine sales primarily due to higher used crane shipments.
As of December 31, 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.
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 may seek to opportunistically raise capital in the debt capital markets and bank credit markets.
MEAP segment operating income increased 30.1% in 2023 to $52.3 million from $40.2 million in 2022. The increase was primarily attributable to the higher net sales and favorable product mix.
MEAP MEAP segment net sales increased 5.0% in 2024 to $364.4 million from $347.0 million in 2023. The increase was primarily attributable to $9.3 million of higher non-new machine sales as a result of higher used crane shipments and $8.1 million of higher new machine sales as a result of favorable product mix.
The Americas – Distribution reporting unit’s fair value equaled its purchase price as of December 31, 2021, and has limited history when determining revenue growth rates and projected margin. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required.
While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required.
EURAF EURAF segment net sales decreased 12.1% in 2023 to $669.6 million from $761.5 million in 2022. The decrease was primarily attributable to lower new machine sales, partially offset by pricing actions and higher non-new machine sales. EURAF net sales were favorably impacted by $15.1 million from changes in foreign currency exchange rates.
EURAF EURAF segment net sales decreased 8.0% in 2024 to $616.0 million from $669.6 million in 2023. The decrease was primarily attributable to a lower number of new crane shipments, partially offset by $8.6 million of higher non-new machine sales, as a result of higher used crane shipments.
EURAF segment operating loss of $7.9 million increased $4.7 million in 2023 from an operating loss of $3.2 million in 2022. The increase was primarily attributable to lower net sales, higher material costs and higher labor costs. Operating loss was unfavorably impacted by $0.7 million from changes in foreign currency exchange rates.
This was partially offset by lower realized pricing. MEAP net sales were unfavorably impacted by $2.7 million from changes in foreign currency exchange rates. MEAP segment operating income of $39.4 million decreased $12.9 million from $52.3 million in 2023.
The decrease in net cash used for financing activities was primarily due to $3.8 million of proceeds from other debt in the current year as compared to $5.1 million of payments on other debt in the prior year and $1.9 million of payments in the prior year for debt issuance and other debt related costs.
The increase in net cash provided by financing activities was primarily due to $40.7 million of additional proceeds from the revolving credit facility and a $2.8 million increase of proceeds from other debt – net when compared to the prior year.
Gross profit was favorably impacted by $1.8 million from changes in foreign currency exchange rates. Engineering, Selling and Administrative Expenses Engineering, selling and administrative expenses for the year ended December 31, 2023 increased 16.8% to $328.3 million compared to $281.0 million for the year ended December 31, 2022.
Net sales were unfavorably impacted by $2.7 million from changes in foreign currency exchange rates. 27 Table of Contents Gross Profit Gross profit for the year ended December 31, 2024 decreased 11.8% to $375.0 million compared to $425.2 million for the year ended December 31, 2023.
The Company’s backlog as of December 31, 2023 was $917.2 million, a 13.1% decrease from the December 31, 2022 backlog of $1,056.0 million . The decrease in backlog from December 31, 2022 was primarily attributable to higher shipments due to easing of supply chain and logistics constraints and the lower orders.
The Company’s backlog as of December 31, 2024 was $650.2 million, a 29.1% decrease from the December 31, 2023 backlog of $917.2 million. The decrease in backlog from December 31, 2023 was primarily attributable to the lower orders as discussed above. Backlog was unfavorably impacted by $12.9 million from changes in foreign currency exchange rates.
The Company is committed to pay 9.000% of annual interest on the $300.0 million 2026 Notes that mature on April 1, 2026. Additionally, the Company's debt outstanding under the ABL Revolving Credit Facility is subject to variable interest based on 32 Table of Contents prevailing rates.
The Company is committed to pay 9.25% of annual interest on the $300.0 million 2031 Notes that mature on October 1, 2031.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. QUANTITATIVE AND QUALITA TIVE DISCLOSURES ABOUT MARKET RISK Refer to Liquidity and Capital Resources, and Financial Risk Management in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of the quantitative and qualitative disclosure about market risk. 40 Table of Contents
Biggest changeItem 7A. QUANTITATIVE AND QUALITA TIVE DISCLOSURES ABOUT MARKET RISK Refer to Liquidity and Capital Resources, and Financial Risk Management in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of the quantitative and qualitative disclosures about market risk. 39 Table of Contents

Other MTW 10-K year-over-year comparisons