The Manitowoc Company, Inc. (NYSE:MTW) Q2 2020 Earnings Conference Call August 6, 2020 10:00 AM ET Company Participants Ion Warner ??? Vice President-Marketing and Investor Relations Aaron Ravenscroft ??? President and Chief Executive Officer David Antoniuk ??? Senior Vice President and Chief Financial Officer Conference Call Participants Ann Duignan ??? JPMorgan Jerry Revich ??? Goldman Sachs Cliff Ransom ??? Ransom Research, Inc. Colton Zimmer ??? Credit Suisse Mig Dobre ??? Baird Stanley Elliott ??? Stif ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact Name of Registrant as Specified in its Charter) | Wisconsin | 39-0448110 | | --- | --- | | (State or other jurisdiction | (I.R.S. Employer | | of incorporation or organization) | Identification Number) | of incorporation or organization) Identification Number) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION ...

Financial Data and Key Metrics Changes - First quarter orders totaled $375 million, a decrease of 15% compared to $441 million last year, with a currency neutral basis decline of 14% [22] - Net sales in Q1 were $329 million, down $89 million or 21% year-over-year, negatively impacted by approximately $37 million due to shipping delays and plant closures related to COVID-19 [24] - Adjusted EBITDA for the first quarter amounted to $16 million or 5% of net sales, reflecting a 15% flow-through on the year-over-year sales decline [26] - GAAP diluted earnings per share was a loss of $0.22, compared to a loss of $0.75 in the prior year, while adjusted diluted earnings per share was a loss of $0.18, down from income of $0.08 [27] Business Line Data and Key Metrics Changes - The Americas segment saw the largest year-over-year decline in net sales, driven by a lower shippable backlog entering the year [24] - Aftermarket revenue increased to 25% of net sales for the quarter, up from 20% last year, indicating a shift towards higher aftermarket sales [25] Market Data and Key Metrics Changes - The company experienced order cancellations of approximately $10 million in Europe and Asia during the quarter [22] - The crane market faced a pause in orders during the second half of March and all of April due to global shutdowns related to the pandemic [16] - The U.S. economy is beginning to reopen, with increases in construction activity deemed non-essential [18] Company Strategy and Development Direction - The company is focused on protecting employee health and safety while maintaining operations and preserving liquidity during the COVID-19 crisis [10][13] - Manitowoc has suspended share repurchases and reduced capital expenditures by 50% while continuing to fund mission-critical programs for future growth [19] - The company has filed a petition with the U.S. Department of Commerce to investigate mobile crane imports, aiming to protect domestic manufacturers and ensure a level playing field [35] Management's Comments on Operating Environment and Future Outlook - Management anticipates continued soft order intake and expects Q2 and Q3 to be challenging, with revenue and profitability declines [20] - The company has withdrawn its 2020 financial guidance due to economic uncertainty and will reinstate it when there is a clearer business outlook [33] - Management remains confident that demand will return and that Manitowoc will be well-positioned to deliver stronger financial performance based on strategic priorities [37] Other Important Information - The company reported a total liquidity of approximately $382 million at the end of the quarter, with no outstanding borrowings under its revolving credit facility [19][31] - The company has implemented a prudent capital structure with no significant debt maturities until 2026 [13][32] Q&A Session Summary Question: Can you quantify how much discretionary cost actions will help offset volume declines? - Management identified cost actions in the range of $8 million to $10 million to help offset volume declines, with longer-term actions still to be implemented [42] Question: What is the expectation for free cash flow in Q2? - Management indicated that Q2 is expected to be a use of cash, with the determination dependent on the sales pipeline and order push-outs [49] Question: Can you provide insights on the aftermarket business performance? - The aftermarket business remained strong in April year-over-year, driven by increased crane erection on job sites in Europe [60] Question: How are you managing customer requests for payment relief? - Management noted that some customers have requested payment extensions, but overall, the market has remained stable [42][72] Question: What is the status of the oil and gas market and its impact? - The company has seen a loss of market share in the oil and gas business, particularly in the Middle East, but anticipates that any uptick in activity will spur demand for cranes [75][78] Question: How important is the RT business to your overall sales? - Management indicated that the RT business represents a significant portion of overall sales, although specific percentages were not disclosed [95]

PART I [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2020 financial statements show a net loss of **$7.8 million** on **$329.2 million** net sales, an improvement from Q1 2019, with total assets at **$1,584.0 million** and a **$78.6 million** net cash use from operations [Condensed Consolidated Statements of Operations](index=2&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2020 net sales decreased **21.2%** to **$329.2 million**, resulting in an operating income of **$5.7 million** and a net loss of **$7.8 million**, significantly improved from Q1 2019's **$26.7 million** net loss which included a **$25.0 million** debt extinguishment loss Q1 2020 vs Q1 2019 Statement of Operations Highlights | Metric | Q1 2020 ($M) | Q1 2019 ($M) | YoY Change | | :--- | :--- | :--- | :--- | | Net Sales | 329.2 | 418.0 | -21.2% | | Gross Profit | 63.2 | 80.2 | -21.2% | | Operating Income | 5.7 | 16.2 | -64.8% | | Loss on debt extinguishment | 0.0 | (25.0) | N/A | | Net Loss | (7.8) | (26.7) | +70.8% | | Diluted Net Loss per Share | ($0.22) | ($0.75) | +70.7% | [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2020, total assets were **$1,584.0 million**, with cash and cash equivalents decreasing to **$103.6 million** and inventories increasing to **$545.6 million**, resulting in total stockholders' equity of **$616.7 million** Balance Sheet Highlights (as of March 31, 2020 vs. Dec 31, 2019) | Metric | March 31, 2020 ($M) | Dec 31, 2019 ($M) | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 103.6 | 199.3 | -48.0% | | Inventories — net | 545.6 | 461.4 | +18.2% | | Total current assets | 862.8 | 872.4 | -1.1% | | Total assets | 1,584.0 | 1,617.7 | -2.1% | | Long-term debt | 307.9 | 308.4 | -0.2% | | Total liabilities | 967.3 | 971.8 | -0.5% | | Total stockholders' equity | 616.7 | 645.9 | -4.5% | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used for operating activities was **$78.6 million** in Q1 2020, primarily due to an **$88.5 million** increase in inventories, leading to a **$95.8 million** decrease in cash and cash equivalents for the quarter Cash Flow Summary (Three Months Ended March 31) | Cash Flow Activity ($M) | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used for operating activities | (78.6) | (267.3) | | Net cash provided by (used for) investing activities | (3.5) | 126.7 | | Net cash provided by (used for) financing activities | (12.4) | 49.7 | | Net decrease in cash and cash equivalents | (95.8) | (91.3) | | Cash and cash equivalents at end of period | 103.6 | 49.0 | - The primary drivers of cash used in operations for Q1 2020 were a net loss of **$7.8 million** and an **$88.5 million** increase in inventories, partially offset by non-cash charges like depreciation (**$9.0 million**)[15](index=15&type=chunk) - Financing activities in Q1 2020 included **$12.0 million** in common stock repurchases, contrasting with Q1 2019's debt refinancing activities including **$300.0 million** in proceeds and **$277.8 million** in payments on long-term debt[15](index=15&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the significant impact of COVID-19 on operations, segment performance, debt structure, and goodwill impairment testing, with total debt at **$311.8 million** as of March 31, 2020 - The company is a leading provider of engineered lifting solutions with brands like Grove, Manitowoc, and Potain, serving various end markets including construction and petrochemicals[21](index=21&type=chunk) - The COVID-19 pandemic led to disruptions at manufacturing facilities in the U.S., Europe, and China, creating uncertainty for future estimates regarding goodwill impairment, inventory recoverability, and income taxes[25](index=25&type=chunk)[26](index=26&type=chunk) - A triggering event for goodwill impairment was identified in Q1 2020 due to a decline in market capitalization from the COVID-19 pandemic, but a qualitative assessment concluded no impairment as of March 31, 2020[44](index=44&type=chunk) - In Q1 2020, the company repurchased **1.1 million** shares for **$12.0 million**, subsequently suspending the program to preserve liquidity due to the COVID-19 pandemic[70](index=70&type=chunk) [Management's Discussion and Analysis (MD&A)](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant negative impact of the COVID-19 pandemic, leading to plant closures, withdrawal of 2020 guidance, a **21.2%** decrease in Q1 2020 net sales to **$329.2 million**, and proactive liquidity preservation measures, with total liquidity at **$382.0 million** [COVID-19 Update](index=23&type=section&id=COVID-19%20Update) The company is actively managing the COVID-19 pandemic's impact, which caused temporary European facility shutdowns and led to the withdrawal of 2020 financial guidance due to ongoing uncertainty - Major European facilities in Germany, France, Italy, and Portugal were closed in mid-March, with reopenings staggered from late April to early May 2020[103](index=103&type=chunk) - The company withdrew its 2020 financial guidance on March 27, 2020, due to continuing economic uncertainties caused by the pandemic[105](index=105&type=chunk) [Segment Operating Performance](index=23&type=section&id=Segment%20Operating%20Performance) All three segments experienced declines in Q1 2020 net sales and operating income, with Americas sales down **24.2%**, EURAF down **20.3%** (impacted by **$31.5 million** from COVID-19), and MEAP down **13.2%** Segment Performance (Q1 2020 vs Q1 2019) | Segment | Net Sales Q1 2020 ($M) | Net Sales Q1 2019 ($M) | % Change | Operating Income Q1 2020 ($M) | Operating Income Q1 2019 ($M) | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Americas | 156.2 | 206.1 | -24.2% | 9.1 | 15.2 | -40.1% | | EURAF | 122.9 | 154.2 | -20.3% | (0.4) | 3.4 | -111.8% | | MEAP | 50.1 | 57.7 | -13.2% | 6.3 | 7.3 | -13.7% | - The sales decrease in the Americas was primarily due to lower shipments for commercial construction and energy end markets resulting from a lower starting backlog[108](index=108&type=chunk) - The COVID-19 pandemic directly resulted in approximately **$31.5 million** of lower crane shipments in the EURAF segment[110](index=110&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Consolidated net sales for Q1 2020 fell **21.2%** to **$329.2 million**, with COVID-19 impacting sales by **$37.0 million**, while orders decreased **15.0%** and backlog stood at **$520.9 million** - Consolidated net sales decreased by **21.2%** YoY, with approximately **$37.0 million** of the decline attributed to the COVID-19 pandemic's impact on crane shipments[115](index=115&type=chunk) Orders and Backlog | Metric | Q1 2020 ($M) | Q1 2019 ($M) | YoY Change | | :--- | :--- | :--- | :--- | | Orders | 375.0 | 441.0 | -15.0% | | Backlog (as of Mar 31) | 520.9 | 693.6 | -24.9% | - Interest expense decreased to **$7.2 million** from **$10.9 million** in Q1 2019, primarily due to a lower average effective interest rate (**9.2%** vs **13.4%**) following the debt refinancing in March 2019[122](index=122&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=26&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) The company ended Q1 2020 with total liquidity of **$382.0 million**, including **$103.6 million** in cash, and is implementing measures like suspending share repurchases and reducing capital expenditures to preserve liquidity amidst COVID-19 uncertainty Liquidity Position | Component ($M) | March 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | 103.6 | 199.3 | | Revolver borrowing capacity | 244.2 | 210.4 | | Total liquidity | 382.0 | 444.5 | - Actions taken to preserve liquidity include reducing discretionary spending, suspending the share repurchase program, reducing capital expenditures, and deferring employer Social Security taxes under the CARES Act[135](index=135&type=chunk) - As of March 31, 2020, the company had no borrowings on its ABL Revolving Credit Facility and was in compliance with all debt covenants[54](index=54&type=chunk)[57](index=57&type=chunk) [Quantitative and Qualitative Disclosure about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) There have been no material changes to the company's market risk disclosures since its 2019 Form 10-K filing, with information incorporated by reference - There were no material changes to the company's market risk disclosures from the 2019 Annual Report on Form 10-K[146](index=146&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2020, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[147](index=147&type=chunk) - No changes were made during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[148](index=148&type=chunk) PART II [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor details the negative impacts of the COVID-19 pandemic, highlighting disruptions to operations, workforce, and supply chains, and increased economic uncertainty, with the full extent remaining unknown - A new risk factor was added to address the negative impact of the COVID-19 pandemic on the business, financial condition, cash flows, results of operations, and supply chain[151](index=151&type=chunk) - The pandemic has caused disruptions at manufacturing facilities, weakened demand, and created volatility in global capital markets, potentially affecting liquidity for the company, its customers, and suppliers[151](index=151&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - The full extent of the pandemic's impact is highly uncertain and depends on future developments such as its duration, spread, and the effectiveness of containment actions[155](index=155&type=chunk) [Issuer Purchases of Equity Securities](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2020, the company repurchased **1,061,711** shares for approximately **$12.0 million**, with **$10.6 million** remaining under authorization before the program was suspended to preserve liquidity Q1 2020 Share Repurchases | Period | Total Shares Purchased | Average Price Paid Per Share ($) | | :--- | :--- | :--- | | January 2020 | — | — | | February 2020 | 466,635 | 12.84 | | March 2020 | 595,076 | 10.06 | | **Total** | **1,061,711** | N/A | - As of the end of March 2020, approximately **$10.6 million** remained available under the company's **$30.0 million** share repurchase authorization[157](index=157&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-11978 The Manitowoc Company, Inc. (Exact name of registrant as specified in its charter) Wisconsin 39-0448110 (State or other ju ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2019, and 2018, including detailed notes on accounting policies and significant financial events [Condensed Consolidated Statements of Operations](index=2&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 2019, net sales were nearly flat at $448.0 million, while operating income nearly doubled to $32.5 million, and for the nine-month period, net sales increased by 2.9% to $1.37 billion with operating income more than doubling Condensed Consolidated Statements of Operations Highlights ($ in millions, except per-share data) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $448.0 | $450.1 | $1,370.7 | $1,331.5 | | **Gross profit** | $88.4 | $80.0 | $263.8 | $238.9 | | **Operating income** | $32.5 | $16.9 | $90.6 | $42.7 | | **Net income** | $18.1 | $11.5 | $37.3 | $11.2 | | **Diluted income per common share** | $0.51 | $0.32 | $1.05 | $0.31 | [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2019, total assets increased to $1.59 billion, driven by higher inventories and accounts receivable, while cash and cash equivalents decreased, and long-term debt increased due to refinancing activities Condensed Consolidated Balance Sheet Highlights ($ in millions) | Account | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $67.5 | $140.3 | | Inventories — net | $521.9 | $453.1 | | Total assets | $1,590.7 | $1,541.9 | | Long-term debt | $309.1 | $266.7 | | Total liabilities | $965.6 | $940.6 | | Total stockholders' equity | $625.1 | $601.3 | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2019, the company experienced a net decrease in cash of $72.8 million, primarily due to a significant cash outflow from operating activities of $197.9 million, driven by working capital changes and the termination of an accounts receivable securitization program Condensed Consolidated Statements of Cash Flows Highlights ($ in millions) | Cash Flow Activity | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | | Net cash used for operating activities | $(197.9) | $(420.5) | | Net cash provided by investing activities | $121.1 | $392.1 | | Net cash provided by (used for) financing activities | $5.1 | $(2.1) | | **Net decrease in cash and cash equivalents** | **$(72.8)** | **$(32.4)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant financial events and accounting policies, including a major debt refinancing, a $25.0 million loss on debt extinguishment, the termination of a domestic accounts receivable securitization program, a $24.4 million net gain from a legal settlement, and the adoption of the new lease accounting standard - The company completed a debt refinancing on March 25, 2019, issuing **$300.0 million** of 9.000% senior secured second lien notes due 2026, with proceeds used to redeem the 12.750% notes due 2021[38](index=38&type=chunk)[40](index=40&type=chunk) - A loss on debt extinguishment of **$25.0 million** was recorded, comprising a **$16.6 million** call premium and write-offs of unamortized discount and debt issuance costs[41](index=41&type=chunk) - The domestic Receivables Purchase Agreement (RPA) with a commitment size of **$75.0 million** was terminated on March 25, 2019[47](index=47&type=chunk) - During the nine months ended September 30, 2019, the company settled a legal matter, resulting in a net gain of **$24.4 million**, which was recorded as other income and a reduction in SG&A expenses[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's performance, highlighting a 23% decrease in Q3 orders and a 33.4% drop in backlog year-over-year, with Americas segment growth offsetting declines in Europe and MEAP, while financial condition was impacted by debt refinancing and A/R securitization termination [Results of Operations](index=25&type=section&id=Results%20of%20Operations) In Q3 2019, consolidated net sales decreased 0.5% to $448.0 million, orders fell 23.0% to $352.8 million, and backlog dropped 33.4% to $466.5 million, despite gross profit rising to $88.4 million due to favorable pricing, with nine-month sales growing 2.9% driven by strong Americas performance Key Performance Indicators (Q3 2019 vs Q3 2018) | Metric | Q3 2019 | Q3 2018 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $448.0M | $450.1M | -0.5% | | Orders | $352.8M | $458.1M | -23.0% | | Backlog (as of Sep 30) | $466.5M | $700.2M | -33.4% | - The Americas segment was the primary driver of performance, with net sales increasing **12.0%** in Q3 and **17.5%** in the nine-month period, mainly due to the expansion of customers' rental fleets[141](index=141&type=chunk)[142](index=142&type=chunk) - Performance in other regions was weak: EURAF net sales decreased **9.0%** in Q3 due to lower shipments and currency effects, and MEAP net sales decreased **20.9%** in Q3 due to lower shipments to the energy end market[144](index=144&type=chunk)[148](index=148&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=28&type=section&id=Financial%20Condition,%20Liquidity%20and%20Capital%20Resources) The company's cash position decreased by $72.8 million in the first nine months of 2019, primarily due to the termination of the accounts receivable securitization program and working capital investments, but total liquidity increased to $354.4 million following a new, larger ABL credit facility - Cash and cash equivalents decreased by **$72.8 million** from December 31, 2018, primarily due to the termination of the accounts receivable securitization program, working capital investments, and debt issuance costs[152](index=152&type=chunk) Total Liquidity ($ in millions) | Component | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $67.5 | $140.3 | | Revolver borrowing capacity | $253.8 | $107.8 | | Other debt availability | $37.1 | $38.9 | | Less: Outstanding letters of credit | $(4.0) | $(11.3) | | **Total liquidity** | **$354.4** | **$275.7** | [Non-GAAP Measures](index=31&type=section&id=Non-GAAP%20Measures) The company provides non-GAAP metrics, with Adjusted EBITDA increasing to $42.8 million (9.6% margin) in Q3 2019 and $125.7 million for the nine-month period, and Adjusted free cash flow being positive at $24.9 million for Q3 2019 Reconciliation to Adjusted EBITDA ($ in millions) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Income from continuing operations | $18.1 | $11.5 | $37.3 | $11.4 | | EBITDA | $37.7 | $20.2 | $100.9 | $61.5 | | **Adjusted EBITDA** | **$42.8** | **$30.5** | **$125.7** | **$85.1** | | Adjusted EBITDA margin | 9.6% | 6.8% | 9.2% | 6.4% | Adjusted Free Cash Flows ($ in millions) | Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Adjusted operating cash flows | $37.6 | $7.9 | $3.4 | $(38.8) | | Capital expenditures | $(12.7) | $(6.2) | $(22.4) | $(21.4) | | **Adjusted free cash flows** | **$24.9** | **$1.7** | **$(19.0)** | **$(60.2)** | [Quantitative and Qualitative Disclosure about Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company's disclosures regarding market risk, including interest rates, foreign currency exchange rates, and commodity prices, have not materially changed since its 2018 Annual Report on Form 10-K - The Company's market risk disclosures have not materially changed since the 2018 Form 10-K was filed[170](index=170&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2019, with only changes related to the adoption of the new lease accounting standard, ASC 842, reported - The CEO and CFO concluded that the Company's disclosure controls and procedures are effective as of the end of the period[171](index=171&type=chunk) - Changes were made to the internal control structure related to the adoption of ASC 842 – "Leases," but there were no other changes that materially affected internal control over financial reporting[172](index=172&type=chunk) PART II. OTHER INFORMATION [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors disclosed in its Annual Report on Form 10-K for the year ended December 31, 2018 - The Company's risk factors disclosures have not materially changed since the 2018 Form 10-K was filed[175](index=175&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, which include certifications by the CEO and CFO as required by the Sarbanes-Oxley Act, and Interactive Data Files (XBRL) - The report includes filed exhibits such as Rule 13a-14(a)/15d-14(a) certifications, Section 1350 certifications, and Inline XBRL documents[176](index=176&type=chunk) [Signatures](index=34&type=section&id=SIGNATURES) The report is duly signed by the company's President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, and Vice President and Corporate Controller on November 8, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR Wisconsin 39-0448110 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 11270 West Park Place Suite 1000 Milwaukee, Wisconsin 53224 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11978 The Manitowoc Company, Inc. (Exact Name of Registrant as Specified in its Charter) Wisconsin 39-0448110 (State or other jur ...

```markdown [PART I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=Item%201.%20Business) Manitowoc is a leading global provider of engineered lifting solutions, with 2018 net sales of approximately **$1.8 billion**, offering a comprehensive line of cranes and aftermarket services - The company operates as a leading provider of engineered lifting solutions, with 2018 net sales of approximately **$1.8 billion**[14](index=14&type=chunk) - Key product brands include Manitowoc, Grove, Potain, and National Crane, serving a wide variety of customers and end markets globally[14](index=14&type=chunk)[18](index=18&type=chunk) Order and Backlog Information (2016-2018) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Orders (in millions)** | $1,910.7M | $1,864.2M | N/A | | **Year-End Backlog (in millions)** | $670.6M | $606.6M | $323.8M | - Orders increased by **3%** in 2018 compared to 2017, driven by demand in the Americas and aftermarket services, despite slowing demand in the EURAF and MEAP regions[33](index=33&type=chunk) - The company operates **ten manufacturing facilities** and utilizes a business system called "The Manitowoc Way" to enhance manufacturing efficiency, quality, and customer satisfaction[35](index=35&type=chunk)[36](index=36&type=chunk) - As of December 31, 2018, the company employed approximately **5,000 people**, with a majority of European employees belonging to trade unions[43](index=43&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from cyclical markets, raw material costs, impairment, foreign currency, and substantial international operations (**57% of 2018 sales**) - Sales are historically cyclical and sensitive to changes in general economic conditions, construction activity, and government spending[47](index=47&type=chunk)[48](index=48&type=chunk) - The company is exposed to significant increases in the cost of raw materials, particularly steel, which could adversely affect profit margins if not passed on to customers[51](index=51&type=chunk) - Goodwill and other intangible assets represented about **23%** of total assets at year-end 2018. A non-cash goodwill impairment charge of **$82.2 million** was recorded in the EURAF reporting unit in 2018[53](index=53&type=chunk) - Approximately **57%** of net sales in 2018 were from outside the United States, exposing the company to risks including currency fluctuations, political instability, and changes in trade policies and tariffs[64](index=64&type=chunk) - As of December 31, 2018, total consolidated debt was **$273.1 million**. This leverage may impair operations and financial condition, and debt agreements contain restrictive covenants[90](index=90&type=chunk)[92](index=92&type=chunk) - The company faces risks from activist shareholders, whose actions could be costly, disrupt operations, and divert management's attention[104](index=104&type=chunk) [Unresolved Staff Comments](index=18&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[107](index=107&type=chunk) [Properties](index=18&type=section&id=Item%202.%20Properties) Manitowoc maintains a global footprint of owned and leased facilities for manufacturing, warehousing, testing, and office purposes, with its corporate office in Milwaukee, Wisconsin Principal Facilities (exceeding 50,000 sq. ft.) as of Dec 31, 2018 | Region | Location | Type | Ownership | | :--- | :--- | :--- | :--- | | **Americas** | Shady Grove, PA | Manufacturing/Office | Owned | | | Manitowoc, WI** | Manufacturing | Owned | | **EURAF** | Wilhelmshaven, Germany | Manufacturing/Office | Owned/Leased | | | Moulins, France | Manufacturing/Office | Owned | | | Charlieu, France | Manufacturing/Office | Owned | | **MEAP** | Zhangjiagang, China | Manufacturing | Owned | **This facility is inactive as of December 31, 2018[110](index=110&type=chunk)[111](index=111&type=chunk) [Legal Proceedings](index=18&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to various legal proceedings incidental to its business in the ordinary course, with further details in Note 18 of the Consolidated Financial Statements - The company is subject to litigation incidental to its business, which is not expected to be material. For more details, see Note 18, "Commitments and Contingencies"[112](index=112&type=chunk) [Mine Safety Disclosure](index=18&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company - Not Applicable[113](index=113&type=chunk) [Executive Officers of the Registrant](index=19&type=section&id=Executive%20Officers%20of%20the%20Registrant) This section lists the executive officers of The Manitowoc Company, Inc. as of February 13, 2019, including their age, position, and professional experience Executive Officers as of February 13, 2019 | Name | Age | Position | | :--- | :--- | :--- | | Barry L. Pennypacker | 58 | President and Chief Executive Officer | | David J. Antoniuk | 61 | Senior Vice President and Chief Financial Officer | | Aaron H. Ravenscroft | 40 | Executive Vice President of Cranes | | Thomas L. Doerr, Jr. | 43 | Senior Vice President, General Counsel and Secretary |[115](index=115&type=chunk) [PART II](index=21&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=21&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under MTW, with no cash dividends paid in 2018 or 2017, and experienced a **62.46% decline in 2018** - The company's common stock is traded on the NYSE under the symbol MTW[123](index=123&type=chunk) - No cash dividends were declared or paid in 2018 and 2017. The company's ability to make such payments is limited by its ABL Revolving Credit Facility and the indenture for its 2021 Notes[124](index=124&type=chunk)[125](index=125&type=chunk) Annual Total Shareholder Return Percentages | Year | The Manitowoc Company, Inc. | S&P 500 Index | S&P 600 Industrial Machinery | | :--- | :--- | :--- | :--- | | **2018** | (62.46)% | (4.38)% | (16.96)% | | **2017** | 64.46% | 21.83% | 22.17% |[129](index=129&type=chunk) [Selected Financial Data](index=23&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of selected historical financial data from 2014 to 2018, reflecting fluctuating net sales and a significant operating loss in 2018 Selected Financial Data (2016-2018, in millions) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Net sales** | $1,846.8 | $1,581.3 | $1,613.1 | | **Operating income (loss)** | $(19.3) | $8.4 | $(143.0) | | **Income (loss) from continuing operations** | $(66.9) | $10.0 | $(368.6) | | **Net income (loss) attributable to Manitowoc** | $(67.1) | $9.4 | $(375.8) | | **Diluted income (loss) per share** | $(1.89) | $0.26 | $(10.91) | | **Total assets** | $1,541.9 | $1,607.8 | $1,517.8 | | **Total debt** | $273.1 | $274.9 | $281.5 |[131](index=131&type=chunk) - The 2018 results include an **$82.2 million** goodwill impairment charge in the EURAF segment[132](index=132&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion analyzes financial performance for 2016-2018, highlighting a **16.8% net sales increase in 2018** but an operating loss due to an **$82.2 million goodwill impairment** [Results of Consolidated Operations](index=26&type=section&id=Results%20of%20Consolidated%20Operations) In 2018, consolidated net sales rose **16.8% to $1.85 billion**, but the company recorded an operating loss of **$19.3 million**, primarily due to an **$82.6 million asset impairment charge** Consolidated Operations Summary (2016-2018, in millions) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Net Sales** | $1,846.8 | $1,581.3 | $1,613.1 | | **Gross Profit** | $328.1 | $281.9 | $253.3 | | **Operating Income (Loss)** | $(19.3) | $8.4 | $(143.0) | | **Asset Impairment Expense** | $82.6 | $0.1 | $96.9 | | **Net Income (Loss) Attributable to Manitowoc** | $(67.1) | $9.4 | $(375.8) |[141](index=141&type=chunk) [Segment Operating Performance](index=27&type=section&id=Segment%20Operating%20Performance) In 2018, Americas net sales increased **27.3%** with higher operating income, while EURAF sales grew **8.2%** but recorded an operating loss due to an **$82.2 million goodwill impairment** Segment Net Sales (2017 vs 2018, in millions) | Segment | 2018 Net Sales | 2017 Net Sales | % Change | | :--- | :--- | :--- | :--- | | **Americas** | $882.7 | $693.6 | 27.3% | | **EURAF** | $680.6 | $628.9 | 8.2% | | **MEAP** | $283.5 | $258.8 | 9.5% |[143](index=143&type=chunk)[147](index=147&type=chunk)[151](index=151&type=chunk) Segment Operating Income (Loss) (2017 vs 2018, in millions) | Segment | 2018 Operating Income (Loss) | 2017 Operating Income (Loss) | % Change | | :--- | :--- | :--- | :--- | | **Americas** | $58.8 | $6.8 | 764.7% | | **EURAF** | $(68.2) | $5.1 | N/A | | **MEAP** | $31.5 | $33.1 | (4.8)% |[143](index=143&type=chunk)[147](index=147&type=chunk)[151](index=151&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity improved in 2018, with total liquidity reaching **$236.8 million**, consisting of **$140.3 million in cash** and **$96.5 million in net revolver availability** Liquidity Position (in millions) | Component | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | Cash and cash equivalents | $140.3 | $119.2 | | Revolver borrowing capacity | $107.8 | $118.1 | | Less: outstanding letters of credit | $(11.3) | $(14.4) | | **Total liquidity** | **$236.8** | **$222.9** |[209](index=209&type=chunk) - As of December 31, 2018, the company had no borrowings outstanding on its **$225.0 million** ABL Revolving Credit Facility[195](index=195&type=chunk) - The company was in compliance with all debt covenants as of December 31, 2018, and believes it will remain so for the subsequent **12 months**[200](index=200&type=chunk) [Critical Accounting Policies](index=40&type=section&id=Critical%20Accounting%20Policies) Management identifies critical accounting policies including revenue recognition, goodwill and intangible asset impairment (with an **$82.2 million charge in 2018**), inventory valuation, employee benefits, and income tax accounting - Revenue from crane sales is recognized when control of the product is transferred to the customer, which is generally upon delivery to the carrier[228](index=228&type=chunk) - Goodwill is tested for impairment annually on October 31. The 2018 test resulted in a non-cash goodwill impairment charge of **$82.2 million** in the EURAF reporting unit, writing its goodwill down to zero[234](index=234&type=chunk)[236](index=236&type=chunk) - The company accounts for income taxes under ASC Topic 740, requiring management judgment in determining deferred tax assets, liabilities, and any necessary valuation allowances[243](index=243&type=chunk) - The company provides for estimated warranty costs at the time of sale based on historical experience and specific issues with new products[247](index=247&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rates, commodity prices, and foreign currency exchange rates, with international sales representing approximately **57% of total sales in 2018** - The company is exposed to market risks from changes in interest rates, commodity prices, and foreign currency exchange rates[218](index=218&type=chunk) - Derivative financial instruments are used selectively for hedging purposes, and their use for trading or speculation is strictly prohibited[218](index=218&type=chunk) - International sales represented approximately **57%** of total sales in 2018, with Europe being the largest component at **36%**[223](index=223&type=chunk) - As of December 31, 2018, the company held **eleven foreign currency forward contracts** with a notional value of **$76.8 million** to hedge transactional currency risk[224](index=224&type=chunk) [Financial Statements and Supplementary Data](index=44&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the company's audited consolidated financial statements for 2016-2018, along with the report from PricewaterhouseCoopers LLP [Consolidated Statements of Operations](index=47&type=section&id=Consolidated%20Statements%20of%20Operations) For 2018, the company reported net sales of **$1.85 billion**, a gross profit of **$328.1 million**, and a net loss of **$67.1 million**, or **($1.89) per diluted share** Key Operating Results (in millions, except per share data) | Metric | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Net sales** | $1,846.8 | $1,581.3 | $1,613.1 | | **Gross profit** | $328.1 | $281.9 | $253.3 | | **Operating income (loss)** | $(19.3) | $8.4 | $(143.0) | | **Net income (loss) attributable to Manitowoc** | $(67.1) | $9.4 | $(375.8) | | **Diluted income (loss) per share** | $(1.89) | $0.26 | $(10.91) |[263](index=263&type=chunk) [Consolidated Balance Sheets](index=49&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2018, total assets were **$1.54 billion**, total liabilities were **$940.6 million**, and total stockholders' equity was **$601.3 million** Key Balance Sheet Items (in millions) | Metric | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | **Total current assets** | $842.9 | $790.4 | | **Total assets** | $1,541.9 | $1,607.8 | | **Total current liabilities** | $496.6 | $453.0 | | **Long-term debt** | $266.7 | $266.7 | | **Total stockholders' equity** | $601.3 | $677.5 |[266](index=266&type=chunk) [Consolidated Statements of Cash Flows](index=50&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For 2018, net cash used for operating activities was **$513.0 million**, net cash provided by investing activities was **$534.4 million**, resulting in a cash balance of **$140.3 million** Summary of Cash Flows (in millions) | Activity | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Net cash used for operating activities** | $(513.0) | $(324.9) | $(626.2) | | **Net cash provided by investing activities** | $534.4 | $381.3 | $414.2 | | **Net cash provided by (used for) financing activities** | $(1.3) | $(9.7) | $219.4 | | **Net increase (decrease) in cash** | $17.3 | $49.1 | $8.3 | | **Cash at end of period** | $140.3 | $123.0 | $73.9 |[268](index=268&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=89&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[478](index=478&type=chunk) [Controls and Procedures](index=89&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2018 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[479](index=479&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2018, based on the COSO framework[480](index=480&type=chunk) [Other Information](index=89&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[484](index=484&type=chunk) [PART III](index=90&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=90&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2019 Proxy Statement - Required information is incorporated by reference from the company's definitive Proxy Statement for its 2019 Annual Meeting of Shareholders[486](index=486&type=chunk) [Executive Compensation](index=90&type=section&id=Item%2011.%20Executive%20Compensation) Information on director and executive compensation is incorporated by reference from the company's 2019 Proxy Statement - Required information is incorporated by reference from the company's 2019 Proxy Statement[488](index=488&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=90&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the 2019 Proxy Statement, including equity compensation plan details Equity Compensation Plan Information as of December 31, 2018 | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | **Equity compensation plans approved by security holders** | 1,522,002 | $11.83 (options only) | 5,616,815 | | **Equity compensation plans not approved by security holders** | 0 | $0 | 0 |[489](index=489&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the company's 2019 Proxy Statement - Required information is incorporated by reference from the company's 2019 Proxy Statement[491](index=491&type=chunk) [Principal Accounting Fees and Services](index=91&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information detailing fees paid to the principal accountant and related services is incorporated by reference from the Audit Committee Report in the company's 2019 Proxy Statement - Required information is incorporated by reference from the company's 2019 Proxy Statement[491](index=491&type=chunk) [PART IV](index=92&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=92&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the Consolidated Financial Statements, Financial Statement Schedule II, and a comprehensive index of all exhibits filed with the Form 10-K report - Lists the Consolidated Financial Statements and Financial Statement Schedule II as documents filed with the report[493](index=493&type=chunk) - Provides an index of exhibits filed or furnished with the report, including debt indentures, credit agreements, and executive compensation plans[494](index=494&type=chunk)[497](index=497&type=chunk) [Form 10-K Summary](index=99&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None[507](index=507&type=chunk) ```