What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-08 · 129 added, 113 removed, 211 unchanged (53% of the section changed)

9 unchanged sentences

These risks, uncertainties, and other factors include, but are not limited to:

• macroeconomic conditions, including inflation, elevated interest rates, and tariffs, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on Manitowoc’s ability to convert backlog into revenue which could, and has, impacted its financial condition, cash flows, and results of operations (including future uncertain impacts);

• macroeconomic conditions, including inflation, elevated interest rates, and tariffs, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on Manitowoc’s ability to convert backlog into revenue which could impact, and has impacted, its financial condition, cash flows, and results of operations (including future uncertain impacts);

• actions of competitors;

44 unchanged sentences

international trade relations, including those with China and the European Union.

Starting in early 2025, the United States government announced reciprocal tariffs on imported goods from numerous countries.

In response, certain foreign governments imposed tariffs on imported American goods.

The United States government shortly thereafter declared a 90-day suspension of reciprocal tariffs and implemented a 10% tariff on all imports, except for those from China, which are subject to a higher tariff.

During the 90-day suspension, the United States government announced non-binding trade deals with certain countries including the European Union, Japan, and the United Kingdom, among others.

The trade deals include varying baseline tariffs and specific industry exemptions or incremental tariffs.

As of September 30, 2025, the U.S.

has implemented country-specific trade agreements with key partners including the European Union, Japan, and the United Kingdom, featuring modified tariff structures and industry-specific exemptions.

continues to negotiate trade agreements with other countries, including China, which currently have varying reciprocal tariffs.

In addition, the U.S.

government imposed 50% tariffs on new steel and aluminum derivative products which include certain of the Company's crane models.

These tariffs apply to imports from nearly all countries, with the UK subject to a reduced 25% rate.

Approximately 50% of the Company’s total net sales are generated in the United States.

While most of the Company's products are manufactured domestically, tariffs may affect demand, raise product costs, or disrupt the Company's supply chain.

Considerable uncertainty regarding industry specific exemptions and the final resolution of tariffs with other countries remain, however, the Company is assessing the impact and what measures can be taken to mitigate the effects.

While the majority of the Company’s products are manufactured domestically, the evolving tariff landscape has and could continue to:

• Increase input costs for imported components and raw materials, especially those containing steel, aluminum, or copper;

• Disrupt supply chains, particularly for goods newly classified under derivative tariff codes;

• Affect demand due to price sensitivity and competitive shifts in the market.

The Company continues to monitor developments closely, including pending legal challenges to certain tariff authorities and ongoing negotiations with additional trade partners.

Considerable uncertainty remains regarding industry-specific exemptions, retaliatory measures, and the final resolution of trade agreements.

The Company is actively assessing the potential impact of such tariffs, developments, measures and agreements and evaluating potential mitigation strategies, including supply chain adjustments, pricing strategies, and sourcing diversification.

Orders and Backlog

4 unchanged sentences

Orders are included in backlog when an executed binding contract with a price that has a floor has been received but has not been recognized in net sales.

Orders for the three months ended June 30, 2025 increased 6.0% to $453.9 million from $428.4 million for the same period in 2024.

The increase was primarily attributable to higher demand in the Americas segment and for tower product offerings in the EURAF segment.

Orders for the three months ended September 30, 2025 increased 15.7% to $491.4 million from $424.7 million for the same period in 2024.

The increase was primarily attributable to higher orders in the Americas segment and for tower product offerings in the EURAF segment.

Orders were favorably impacted by $10.3 million from changes in foreign currency exchange rates.

Orders for the six months ended June 30, 2025 increased 8.3% to $1,064.2 million from $982.5 million for the same period in 2024.

The increase was primarily attributable to higher demand in the Americas segment and for tower product offerings in the EURAF segment.

Orders for the nine months ended September 30, 2025 increased 10.5% to $1,555.6 million from $1,407.2 million for the same period in 2024.

The increase was primarily attributable to higher orders in the Americas segment and for tower product offerings in the EURAF segment.

Orders were favorably impacted by $13.0 million from changes in foreign currency exchange rates.

As of June 30, 2025, total backlog was $729.3 million, a 12.2% increase from the December 31, 2024 backlog of $650.2 million, and a 12.8% decrease from the June 30, 2024 backlog of $836.3 million.

Backlog was favorably impacted from changes in foreign currency exchange rates by $26.6 million and $20.8 million from December 31, 2024 and June 30, 2024, respectively.

Results of Operations For The Three and Six Months Ended June 30, 2025 and 2024:

As of September 30, 2025, total backlog was $666.5 million, an increase of 2.5% from the December 31, 2024 backlog of $650.2 million, and a decrease of 10.2% from the September 30, 2024 backlog of $742.1 million.

Backlog was favorably impacted from changes in foreign currency exchange rates by $27.4 million and $11.5 million from December 31, 2024 and September 30, 2024, respectively.

Results of Operations For the Three and Nine Months Ended September 30, 2025 and 2024:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Percentage Change

4 unchanged sentences

Interest expense

Other income (expense) - net

Other expense - net

Provision (benefit) for income taxes

Consolidated net sales for the three months ended June 30, 2025 decreased 4.0% to $539.5 million from $562.1 million in the same period in 2024.

This decrease was primarily attributable to $28.7 million of lower new machine sales in the Company's mobile product line in the EURAF segment and $23.6 million of lower new machine sales in the MEAP segment primarily due to lower crane shipments.

This was partially offset by $13.5 million of higher new machine sales in the Americas segment primarily due to favorable product mix and $17.0 million of higher non-new machine sales in the Americas and EURAF segments.

Consolidated net sales for the three months ended September 30, 2025 increased 5.4% to $553.4 million from $524.8 million in the same period in 2024.

This increase was primarily attributable to $17.5 million of higher new machine sales in the Company's tower product line in the EURAF segment, $7.0 million of higher new machine sales in the Americas segment primarily due to favorable product mix, and $8.3 million of higher non-new machine sales.

This was partially offset by $13.2 million of lower new machine sales in the MEAP segment primarily due to unfavorable product mix.

Net sales were favorably impacted by $11.2 million from changes in foreign currency exchange rates.

Consolidated net sales for the six months ended June 30, 2025 decreased 4.4% to $1,010.4 million from $1,057.2 million for the same period in 2024.

This decrease was primarily attributable to $49.0 million of lower new machine sales in the Company's mobile product line in the EURAF segment due to lower crane shipments, $24.2 million of lower new machine sales in the MEAP segment due to unfavorable product mix, and $17.7 million of lower new machine sales in the Americas

segment due to unfavorable product mix.

This was partially offset by $14.5 million of higher new machine sales in the Company's tower crane product line in the EURAF segment and $33.8 million of higher non-new machine sales in the Americas and EURAF segments.

Consolidated net sales for the nine months ended September 30, 2025 decreased 1.2% to $1,563.8 million from $1,582.0 million for the same period in 2024.

This decrease was primarily attributable to $40.0 million of lower new machine sales in the Company's mobile product line in the EURAF segment due to lower crane shipments, $37.5 million of lower new machine sales in the MEAP segment due to unfavorable product mix, and $10.7 million of lower new machine sales in the Americas segment due to lower crane shipments and unfavorable product mix.

This was partially offset by $32.0 million of higher new machine sales in the Company's tower crane product line in the EURAF segment and $37.9 million of higher non-new machine sales primarily in the Americas and EURAF segments.

Net sales were favorably impacted by $13.8 million from changes in foreign currency exchange rates.

Gross profit for the three months ended June 30, 2025 remained relatively flat at $99.0 million as compared to $99.7 million for the same period in 2024.

The lower net sales and lower absorbed costs due to lower manufacturing volume in the Americas segment were partially offset by favorable product mix.

Gross profit for the three months ended September 30, 2025 increased 17.1% to $102.6 million as compared to $87.6 million for the same period in 2024.

The increase was primarily due to the higher net sales and favorable product mix, partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment.

Gross profit was favorably impacted by $2.0 million from changes in foreign currency exchange rates.

Gross profit percentage for the three months ended June 30, 2025 remained relatively flat at 18.4% as compared to 17.7% for the same period in 2024.

Favorable product mix was partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment.

Gross profit for the six months ended June 30, 2025 decreased 1.8% to $188.8 million from $192.2 million for the same period in 2024.

The decrease was primarily attributable to the lower net sales and lower absorbed costs due to lower manufacturing volume in the Americas segment, partially offset by favorable product mix.

Gross profit percentage for the three months ended September 30, 2025 increased 180 basis points to 18.5% as compared to 16.7% for the same period in 2024.

The increase was primarily due to favorable product mix, partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment.

Gross profit for the nine months ended September 30, 2025 increased 4.1% to $291.4 million from $279.8 million for the same period in 2024.

The increase was primarily attributable to favorable product mix.

This was partially offset by lower net sales and lower absorbed costs due to lower manufacturing volume in the Americas segment.

Gross profit was favorably impacted by $2.7 million from changes in foreign currency exchange rates.

Gross profit percentage for the six months ended June 30, 2025 remained relatively flat at 18.7% from 18.2% for the same period in 2024.

Favorable product mix was partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment.

Gross profit percentage for the nine months ended September 30, 2025 increased 90 basis points to 18.6% from 17.7% for the same period in 2024.

The increase was primarily due to favorable product mix, partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment.

Engineering, Selling, and Administrative Expenses

Engineering, selling, and administrative expenses for the three months ended June 30, 2025 increased 4.4% to $87.4 million from $83.7 million for the same period in 2024.

The increase was primarily due to costs for the triennial bauma trade show and higher employee related costs.

Engineering, selling, and administrative expenses for the three months ended September 30, 2025 increased 5.7% to $83.4 million from $78.9 million for the same period in 2024.

The increase was primarily due to higher new product development costs.

This was partially offset by a $2.6 million charge related to a legal matter with the U.S.

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Engineering, selling, and administrative expenses were unfavorably impacted by $2.0 million from changes in foreign currency exchange rates.

Engineering, selling and administrative expenses for the six months ended June 30, 2025 increased 6.6% to $170.3 million from $159.7 million for the same period in 2024.

The increase was primarily due to costs for the triennial bauma trade show, higher employee related costs, and higher new product development costs This was partially offset by a $5.3 million charge related to a legal matter with the EPA in the prior year.

Engineering, selling and administrative expenses for the nine months ended September 30, 2025 increased 6.3% to $253.7 million from $238.6 million for the same period in 2024.

The increase was primarily due to costs for the triennial bauma trade show, higher employee related costs, and higher new product development costs.

This was partially offset by a $2.9 million charge related to a legal matter with the EPA in the prior year.

Engineering, selling, and administrative expenses were unfavorably impacted by $2.4 million from changes in foreign currency exchange rates.

Interest Expense

Interest expense for the three months ended June 30, 2025 was $9.2 million as compared to $9.6 million for the same period in 2024.

Interest expense decreased year-over-year primarily due to lower interest rates on borrowings from the Company's ABL revolving credit facility.

Interest expense for the three months ended September 30, 2025 was $9.8 million as compared to $9.6 million for the same period in 2024.

Interest expense increased year-over-year primarily due to higher outstanding balances on the Company's other credit facilities.

This was partially offset by lower interest rates on borrowings under the Company's ABL Revolving Credit Facility.

See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.

Interest expense for the six months ended June 30, 2025 was $17.9 million as compared to $18.8 million for the same period in 2024.

Interest expense decreased year-over-year primarily due to lower interest rates on borrowings from the Company's ABL revolving credit facility.

Interest expense for the nine months ended September 30, 2025 was $27.7 million as compared to $28.4 million for the same period in 2024.

Interest expense decreased year-over-year primarily due to lower interest rates on borrowings under the

Company's ABL Revolving Credit Facility.

This was partially offset by higher outstanding balances on the Company's other credit facilities.

See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.

Other Income (Expense) - Net

Other income was $1.0 million during the three months ended June 30, 2025 and $0.3 million for the same period in 2024.

Other income during the three months ended June 30, 2025 was primarily composed of $2.0 million of currency gain.

This was partially offset by $0.5 million of pension related costs and $0.6 million of interest related to settlement of the matter with the U.S.

Environmental Protection Agency ("EPA").

Other income during the three months ended June 30, 2024 was primarily composed of $0.7 million of currency gain, partially offset by $0.7 million of pension related costs.

Other income (expense) - net was $(4.0) million during the six months ended June 30, 2025 and $1.0 million for the same period in 2024.

Other income (expense) - net during the six months ended June 30, 2025 was primarily composed of $2.9 million of currency loss and $1.0 million of pension related costs and $0.6 million of interest related to settlement of the matter with the EPA.

Other income (expense) – net during the six months ended June 30, 2024 was primarily composed of $1.8 million of currency gain, partially offset by $1.5 million of pension related costs.

Other Expense - Net

Other expense - net was $0.8 million during the three months ended September 30, 2025 and $4.9 million for the same period in 2024.

Other expense - net during the three months ended September 30, 2025 was primarily composed of $0.5 million of pension related costs and $0.2 million of net currency losses.

Other expense - net during the three months ended September 30, 2024 was primarily composed of $3.2 million of net currency losses and $1.1 million of non-cash losses associated with the refinancing of the Company's 2026 Notes.

Other expense - net was $4.8 million during the nine months ended September 30, 2025 and $3.9 million for the same period in 2024.

Other expense- net during the nine months ended September 30, 2025 was primarily composed of $3.1 million of net currency losses, $1.2 million of pension related costs, and $0.6 million of interest related to settlement of the matter with the EPA.

This was partially offset by $1.0 million of interest income.

Other expense – net during the nine months ended September 30, 2024 was primarily composed of $2.2 million of pension related costs, $1.4 million of net currency losses, and $1.1 million of non-cash losses associated with the refinancing of the Company's 2026 Notes, partially offset by $0.7 million of interest income.

Provision (Benefit) for Income Taxes

For the three months ended June 30, 2025, and 2024, the Company recorded a benefit for income taxes of $0.2 million and a provision for income taxes of $1.6 million, respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded a benefit for income taxes of $2.7 million and a provision for income taxes of $3.5 million, respectively.

Changes to jurisdictional mix and a year-to-date loss before income taxes resulted in a benefit for income taxes in the three and six months ended June 30, 2025 as compared to the prior year's provision for income taxes.

For the three months ended September 30, 2025, and 2024, the Company recorded a provision for income taxes of $2.5 million and a benefit for income taxes of $0.3 million, respectively.

Changes to jurisdictional mix and year-to-date income before income taxes resulted in a provision for income taxes compared to the prior year’s benefit for income taxes.

For the nine months ended September 30, 2025 and 2024, the Company recorded a benefit for income taxes of $0.2 million and a provision for income taxes of $3.2 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recorded a discrete net tax benefit of $0.5 million and a discrete net tax expense of $2.2 million, respectively.

The change in discrete taxes along with lower year-to-date income before taxes resulted in a benefit for income taxes for the nine months ended September 30, 2025, compared to the prior year’s provision for income taxes.

In addition, the Company's effective tax rate varies from the U.S.

6 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Dollar Change

4 unchanged sentences

*Measure not meaningful

Americas segment net sales increased 8.9% for the three months ended June 30, 2025 to $323.2 million from $296.7 million for the same period in 2024.

The increase was primarily attributable to $13.5 million of higher new machine sales due to favorable product mix, partially offset by lower new crane shipments.

Non-new machine sales for the three months ended June 30, 2025 increased $12.9 million when compared to the same period in 2024, primarily due to higher used crane shipments.

Americas segment operating income increased $2.2 million for the three months ended June 30, 2025 to $26.1 million from $23.9 million for the same period in 2024.

Americas segment net sales increased 6.7% for the three months ended September 30, 2025 to $306.4 million from $287.1 million for the same period in 2024.

The increase was primarily attributable to $12.3 million of higher non-new machine sales, partially offset by lower new crane shipments.

Americas segment operating income increased $2.3 million for the three months ended September 30, 2025 to $25.5 million from $23.2 million for the same period in 2024.

The increase was primarily attributable to higher net sales and favorable product mix.

This was partially offset by lower absorbed costs due to lower manufacturing volume.

Americas segment net sales remained relatively flat for the six months ended June 30, 2025 at $582.5 million as compared to $579.9 million for the same period in 2024.

Non-new machine sales for the six months ended June 30, 2025 increased $20.4 million when compared to the same period in 2024, primarily due to higher used crane shipments.

This was partially offset by $17.7 million in lower new machine sales due to unfavorable product mix.

Americas segment operating income decreased $9.6 million for the six months ended June 30, 2025 to $43.8 million from $53.4 million for the same period in 2024.

Americas segment net sales increased $21.9 million for the nine months ended September 30, 2025 to $888.9 million as compared to $867.0 million for the same period in 2024.

The increase was primarily attributable to $32.6 million of higher non-new machine sales, partially offset by a $10.7 million decrease of new machine sales due to lower crane shipments.

Americas segment operating income decreased $7.3 million for the nine months ended September 30, 2025 to $69.3 million from $76.6 million for the same period in 2024.

The decrease was primarily attributable lower absorbed costs due to lower manufacturing volume, partially offset by favorable product mix.

EURAF segment net sales decreased 13.5% for the three months ended June 30, 2025 to $152.5 million from $176.2 million for the same period in 2024.

The decrease was primarily attributable to $28.7 million of lower mobile crane sales.

This was partially offset by $2.0 million of higher tower cranes shipments and $4.1 million of higher non-new machine sales.

EURAF segment net sales increased 28.7% for the three months ended September 30, 2025 to $163.2 million from $126.8 million for the same period in 2024.

The increase was primarily attributable to $17.5 million of higher tower crane sales and $9.8 million of higher non-new machine sales.

Segment net sales were favorably impacted by $9.3 million from changes in foreign currency exchange rates.

EURAF segment operating loss increased $7.8 million for the three months ended June 30, 2025 to $14.6 million from $6.8 million for the same period in 2024.

The increase in operating loss was primarily attributable to the lower net sales and higher engineering, selling and administrative expenses due to the triennial bauma trade show and higher new product development costs.

EURAF segment operating loss increased $4.7 million for the three months ended September 30, 2025 to $10.2 million from $14.9 million for the same period in 2024.

The increase in operating loss was primarily attributable to higher engineering, selling, and administrative costs partially offset by higher net sales.

Segment operating income was unfavorably impacted by $0.6 million from changes in foreign currency exchange rates.

EURAF segment net sales decreased 6.6% for the six months ended June 30, 2025 to $298.1 million from $319.2 million for the same period in 2024.

The decrease was primarily attributable to $49.0 million of lower mobile cranes shipments.

This was partially offset by $14.5 million of higher tower crane shipments and $13.4 million of higher non-new machine sales.

EURAF segment net sales increased 3.4% for the nine months ended September 30, 2025 to $461.3 million from $446.0 million for the same period in 2024.

The increase was primarily attributable to $32.0 million of higher new machine sales related to higher tower crane shipments and $23.2 million of higher non-new machine sales.

This was partially offset by $40.0 million of lower new machine sales related to lower mobile crane shipments.

Segment net sales were favorably impacted by $14.0 million from changes in foreign currency exchange rates.

EURAF segment operating loss increased $7.3 million for the six months ended June 30, 2025 to $25.9 million from $18.6 million for the same period in 2024.

Segment operating income was unfavorably impacted by $0.3 million from changes in foreign currency exchange rates.

MEAP segment net sales decreased 28.5% for the three months ended June 30, 2025 to $63.8 million from $89.2 million for the same period in 2024.

EURAF segment operating loss increased $2.6 million for the nine months ended September 30, 2025 to $36.1 million from $33.5 million for the same period in 2024.

The increase in operating loss was primarily attributable to higher engineering, selling and administrative expenses due to the triennial bauma trade show and higher new product development costs, partially offset by higher net sales.

Segment operating loss was unfavorably impacted by $0.9 million from changes in foreign currency exchange rates.

MEAP segment net sales decreased 24.4% for the three months ended September 30, 2025 to $83.8 million from $110.9 million for the same period in 2024.

The decrease was primarily attributable to $13.2 million of lower new machine sales due to unfavorable product mix and $13.8 million of lower non-new machine sales.

Segment net sales were favorably impacted by $1.8 million from changes in foreign currency exchange rates.

MEAP segment operating income remained relatively flat for the three months ended June 30, 2025 at $9.8 million compared to $9.3 million for the same period in 2024, due to product mix.

MEAP segment operating income increased $3.0 million for the three months ended September 30, 2025 to $13.0 million compared to $10.0 million for the same period in 2024, primarily due to higher absorbed costs due to higher manufacturing volume and favorable product mix.

Segment operating income was favorably impacted by $0.3 million from changes in foreign currency exchange rates.

MEAP segment net sales decreased 17.9% for the six months ended June 30, 2025 to $129.8 million from $158.1 million for the same period in 2024.

MEAP segment net sales decreased 20.6% for the nine months ended September 30, 2025 to $213.6 million from $269.0 million for the same period in 2024.

The decrease was primarily attributable to $37.5 million of lower new machine sales due to unfavorable product mix and $17.9 million of lower non-new machine sales.

Segment net sales were unfavorably impacted by $1.5 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $3.7 million for the six months ended June 30, 2025 to $21.2 million from $17.5 million for the same period in 2024.

Segment net sales were favorably impacted by $0.3 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $6.7 million for the nine months ended September 30, 2025 to $34.2 million from $27.5 million for the same period in 2024.

The increase was primarily due to higher absorbed costs due to higher manufacturing volume.

Segment operating income was unfavorably impacted by $0.2 million from changes in foreign currency exchange rates.

Segment operating income was favorably impacted by $0.1 million from changes in foreign currency exchange rates.

Financial Condition

A summary of cash flows for the six months ended June 30, 2025 and 2024 are as follows:

Six Months Ended

A summary of cash flows for the nine months ended September 30, 2025 and 2024 are as follows:

Nine Months Ended

September 30,

Dollar Change

3 unchanged sentences

Cash and cash equivalents

Cash Flows From Operating Activities Cash flows used for operating activities of $54.8 million for the six months ended June 30, 2025 increased $35.2 million from $19.6 million for the same period in 2024.

The increase in net cash used for operating activities was primarily due to lower net income adjusted for non-cash items and $24.5 million of higher cash outflows related to net working capital.

The higher cash outflow in net working capital was primarily driven by additional cash outflows of $34.1 million for accounts receivable, $22.4 million for other assets, and $11.3 million for inventory.

This was partially offset by $59.3 million of additional cash inflows for accounts payable.

Cash Flows From Operating Activitie s

Cash flows used for operating activities of $68.9 million for the nine months ended September 30, 2025 increased $5.7 million from $63.2 million for the same period in 2024.

The increase in net cash used for operating activities was primarily driven by a $43.2 million payment to settle a legal matter with the EPA.

This was partially offset by $38.4 million of lower cash used for other operating assets and liabilities.

Cash Flows From Investing Activities

Net cash used for investing activities of $29.5 million for the six months ended June 30, 2025 increased $7.9 million from $21.6 million for the same period in 2024.

The increase in net cash used for investing activities was primarily due to $12.9

million of cash outflows related to the purchase of certain assets and territory from Ring Power Corporation and $3.3 million of lower proceeds from the sale of property, plant, and equipment.

Net cash used for investing activities of $37.1 million for the nine months ended September 30, 2025 increased $8.0 million from $29.1 million for the same period in 2024.

The increase in net cash used for investing activities was primarily due to $12.9 million of cash outflows related to the purchase of certain assets and territory from Ring Power Corporation and $4.8 million of lower proceeds from the sale of property, plant, and equipment.

This was partially offset by $9.7 million of lower capital expenditures.

Cash Flows From Financing Activities

Net cash provided by financing activities of $67.0 million for the six months ended June 30, 2025 increased $21.3 million from $45.7 million for the same period in 2024.

The increase in net cash provided by financing activities was primarily due to $24.5 million of additional net borrowings under the revolving credit facility.

Net cash provided by financing activities of $95.9 million for the nine months ended September 30, 2025 increased $14.9 million from $81.0 million for the same period in 2024.

The increase in net cash provided by financing activities was primarily due to $24.8 million of additional net borrowings under the ABL Revolving Credit Facility, $6.2 million of cash outflows related to debt issuance costs in 2024, and $5.7 million of cash outflows related to common stock repurchases in 2024.

This was partially offset by $23.9 million of lower proceeds from other debt - net.

Liquidity and Capital Resources

The Company’s liquidity position as of June 30, 2025, December 31, 2024 and June 30, 2024 is summarized as follows:

June 30, 2025

The Company’s liquidity position as of September 30, 2025, December 31, 2024 and September 30, 2024 is summarized as follows:

September 30, 2025

December 31, 2024

June 30, 2024

September 30, 2024

Cash and cash equivalents

9 unchanged sentences

The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable and certain fixed assets of the Loan Parties.

The Loan Parties’ obligations under the ABL Revolving Credit Facility are secured on a first-priority basis, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties.

The 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 the personal property and fee-owned real property of the Loan Parties.

The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2031 Notes and the related guarantees.

2 unchanged sentences

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.

dollar availability as of June 30, 2025 for the six facilities was $47.8 million, with $7.8 million outstanding.

Outstanding debt as of June 30, 2025 and December 31, 2024 is summarized as follows:

June 30, 2025

dollar availability as of September 30, 2025 for the six facilities was $47.6 million, with $19.0 million outstanding.

Outstanding debt as of September 30, 2025 and December 31, 2024 is summarized as follows:

September 30, 2025

December 31, 2024

7 unchanged sentences

Refer to Note 11, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of covenants under the ABL Revolving Credit Facility and 2031 Notes.

As of June 30, 2025, 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 2031 Notes.

As of September 30, 2025, 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 2031 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.

11 unchanged sentences

Adjusted NOPAT is calculated for each quarter by taking operating income plus the addback of amortization of intangible assets, and the addback or subtraction of restructuring expenses, other non-recurring items – net, and provision for income taxes, which is determined using a 15% tax rate.

Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt.

Invested capital is defined

as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt.

Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

The Company’s Adjusted ROIC as of June 30, 2025 was 4.2%.

Below is the calculation of Adjusted ROIC as of June 30, 2025.

The Company’s Adjusted ROIC as of September 30, 2025 was 4.8%.

Below is the calculation of Adjusted ROIC as of September 30, 2025.

Three Months Ended

September 30, 2025

June 30, 2025

1 unchanged sentence

December 31, 2024

September 30, 2024

Trailing Twelve Months

6 unchanged sentences

Adjusted NOPAT

September 30, 2025

June 30, 2025

2 unchanged sentences

September 30, 2024

June 30, 2024

5-Quarter Average

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Adjusted ROIC

(1) Other non-recurring items – net for the trailing twelve months relate to $3.6 million of costs associated with a legal matter with the EPA.

Refer to the Company’s previously filed Form 10-K and Form 10-Qs for a description of other non-recurring items - net for the three months ended December 31, 2024 and September 30, 2024.

(1) Other non-recurring items – net for the three months ended December 31, 2024 and the trailing twelve months relate to $1.0 million of costs associated with a legal matter with the EPA.

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.

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 and trailing twelve months is summarized as follows.

The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other expense - net, and certain other non-recurring items.

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 and trailing twelve months is summarized as follows.

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Trailing Twelve

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Other non-recurring items - net (1)

Other (income) expense - net (2)

Other expense - net (2)

Adjusted EBITDA

Adjusted EBITDA margin percentage

(1) Other non-recurring items - net for the three months ended June 30, 2024 relate to $5.3 million of costs associated with a legal matter with the EPA and $0.1 million of one-time costs.

Other non-recurring items - net for the six months ended June 30, 2024 relate to $5.3 million of costs associated with a legal matter with the EPA and $0.2 million of one-time costs.

(2) Other (income) expense - net includes net foreign currency (gains) losses, other components of net periodic pension costs, and other items in the three, six, and trailing twelve months ended June 30, 2025 and the three and six months ended June 30, 2024.

(1) Other non-recurring items - net for the three months ended September 30, 2024 relate to $2.6 million of costs associated with a legal matter with the EPA.

Other non-recurring items - net for the nine months ended September 30, 2024 relate to $7.9 million of costs associated with a legal matter with the EPA and $0.2 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 three, nine, and trailing twelve months ended September 30, 2025 and the three and nine months ended September 30, 2024.

Free Cash Flows

Free cash flows is defined as net cash used for operating activities less cash outflow from investment in capital expenditures.

The reconciliation of net cash used for operating activities to f ree cash flows for the six months ended June 30, 2025 and 2024 is summarized as follows.

Six Months Ended

The reconciliation of net cash used for operating activities to f ree cash flows for the nine months ended September 30, 2025 and 2024 is summarized as follows.

Nine Months Ended

September 30,

Net cash used for operating activities

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis