What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-06 · 154 added, 82 removed, 189 unchanged (56% of the section changed)

52 unchanged sentences

The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Current Events

During the second quarter of 2026, the Company received $26.2 million of refunds from U.S.

Customs and Border Protection related to previously paid International Emergency Economic Powers Act (“IEEPA”) tariffs.

As a result of the refunds received, the Company recognized a net benefit of $11.8 million during the quarter as a reduction of cost of sales within the Condensed Consolidated Statement of Operations.

The amount recognized includes the gross benefit from the IEEPA tariff refund, net of refunds expected to be provided to customers, adjustments to previously recognized tariff costs, and interest income recorded to other income (expense) – net.

Additionally, there is $4.3 million of IEEPA refund amounts capitalized into inventory that is expected to be recognized in earnings as the associated inventory is sold.

The Company continues to monitor ongoing legal and regulatory developments related to tariffs.

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 March 31, 2026 increased 5.8% to $645.7 million from $610.3 million for the same period in 2025.

The increase in orders was primarily attributable to higher demand in the Company’s MEAP and EURAF segments.

This was partially offset by lower demand in the Company’s Americas segment due to large stocking orders in the three months ended March 31, 2025 that did not reoccur.

Orders for the three months ended June 30, 2026 increased 56.1% to $708.7 million from $453.9 million for the same period in 2025.

The increase in orders was primarily attributable to higher demand in all of the Company’s three segments.

Orders were favorably impacted by $6.5 million from changes in foreign currency exchange rates.

As of March 31, 2026, total backlog was $939.9 million, an increase of 18.4% from the December 31, 2025 backlog of $793.5 million, and an increase of 17.8% from the March 31, 2025 backlog of $797.8 million.

Backlog was unfavorably impacted by $16.0 million from December 31 2025 and was favorably impacted by $20.7 million from March 31, 2025, from changes in foreign currency exchange rates.

Results of Operations For the Three Months Ended March 31, 2026 and 2025:

Orders for the six months ended June 30, 2026 increased 27.3% to $1,354.4 million from $1,064.2 million for the same period in 2025.

The increase in orders was primarily attributable to higher demand in all of the Company’s three segments.

Orders were favorably impacted by $32.2 million from changes in foreign currency exchange rates.

As of June 30, 2026, total backlog was $1,050.1 million, an increase of 32.3% from the December 31, 2025 backlog of $793.5 million, and an increase of 44.0% from the June 30, 2025 backlog of $729.3 million.

Backlog was unfavorably impacted by $44.6 million from changes in foreign currency exchange rates since December 31, 2025 and was unfavorably impacted by $9.8 million from changes in foreign currency exchange rates since June 30, 2025.

Results of Operations For the Three and Six Months Ended June 30, 2026 and 2025:

Three Months Ended

Six Months Ended

Percentage Change

Gross profit %

2 unchanged sentences

Interest expense

Other expense - net

Benefit for income taxes

Other income (expense) - net

Provision (benefit) for income taxes

* Measure not meaningful.

Consolidated net sales for the three months ended March 31, 2026 increased 5.0% to $494.6 million from $470.9 million in the same period in 2025.

This increase was primarily attributable to $14.4 million of higher new machine sales in the Company's tower product line in the EURAF segment and $5.1 million of higher non-new machine sales.

This was partially offset by $7.2 million of lower new machine sales in the MEAP segment.

Consolidated net sales for the three months ended June 30, 2026 increased 10.3% to $594.9 million from $539.5 million in the same period in 2025.

This increase was primarily attributable to $69.0 million of higher new machine sales in the Company's EURAF and MEAP segments and $10.6 million of higher non-new machine sales across all three segments.

This was partially offset by $24.1 million of lower new machine sales in the Company’s Americas segment.

Net sales were favorably impacted by $6.5 million from changes in foreign currency exchange rates.

Gross profit for the three months ended March 31, 2026 increased 6.1% to $95.3 million as compared to $89.8 million for the same period in 2025.

The increase was primarily due to higher revenue partially offset by unfavorable product mix and incremental tariff costs.

Consolidated net sales for the six months ended June 30, 2026 increased 7.8% to $1,089.5 million from $1,010.4 million in the same period in 2025.

This increase was primarily attributable to $83.0 million of higher new machine sales in the Company's EURAF and MEAP segments and $15.7 million of higher non-new machine sales across all three segments.

This was partially offset by $19.6 million of lower new machine sales in the Company’s Americas segment.

Net sales were favorably impacted by $25.5 million from changes in foreign currency exchange rates.

Gross profit for the three months ended June 30, 2026 increased 24.3% to $123.1 million as compared to $99.0 million for the same period in 2025.

The increase was primarily due to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA and higher non-new machine sales and higher new machine revenue across the Company's EURAF and MEAP segments.

This was partially offset by $2.5 million of higher year over year other tariff related costs.

Gross profit was favorably impacted by $1.2 million from changes in foreign currency exchange rates.

Gross profit percentage for the three months ended March 31, 2026 increased to 19.3% as compared to 19.1% for the same period in 2025.

Gross profit for the six months ended June 30, 2026 increased 15.7% to $218.4 million as compared to $188.8 million for the same period in 2025.

The increase was primarily due to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA and higher revenue in the Company's EURAF and MEAP segments.

This was partially offset by $4.6 million of higher year over year other tariff related costs.

Gross profit was favorably impacted by $4.6 million from changes in foreign currency exchange rates.

Gross profit percentage for the three months ended June 30, 2026 increased to 20.7% as compared to 18.4% for the same period in 2025.

The improvement in gross profit percentage was primarily due to the net tariff benefit discussed above.

Gross profit percentage for the six months ended June 30, 2026 increased to 20.0% as compared to 18.7% for the same period in 2025.

The improvement in gross profit percentage was primarily due to the net tariff benefit discussed above.

Engineering, Selling, and Administrative Expenses

Engineering, selling, and administrative expenses for the three months ended March 31, 2026 increased 9.3% to $90.6 million from $82.9 million for the same period in 2025.

The increase was primarily due to marketing expenses related to the Conexpo triennial trade show and higher employee costs.

Engineering, selling, and administrative expenses for the three months ended June 30, 2026 increased 3.4% to $90.4 million from $87.4 million for the same period in 2025.

The increase was primarily due to higher employee costs.

Engineering, selling, and administrative expenses were unfavorably impacted by $1.1 million from changes in foreign currency exchange rates.

Engineering, selling, and administrative expenses for the six months ended June 30, 2026 increased 6.3% to $181.0 million from $170.3 million for the same period in 2025.

The increase was primarily due to higher employee costs.

Engineering, selling, and administrative expenses were unfavorably impacted by $4.9 million from changes in foreign currency exchange rates.

Interest Expense

Interest expense for the three months ended March 31, 2026 was $8.9 million as compared to $8.7 million for the same period in 2025.

Interest expense increased year-over-year primarily due to higher average outstanding balances on the Company's ABL Revolving Credit Facility.

Interest expense for the three months ended June 30, 2026 and 2025 was $9.2 million.

See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.

Other Expense - Net

Other expense - net was $3.1 million during the three months ended March 31, 2026 and $5.0 million for the same period in 2025.

Other expense - net during the three months ended March 31, 2026 was primarily composed of $3.3 million of net currency transaction losses and $0.1 million of pension related costs, partially offset by $0.4 million of interest income.

Other expense - net during the three months ended March 31, 2025 was primarily composed of $4.9 million of net currency transaction losses and $0.5 million of pension related costs, partially offset by $0.3 million of interest income.

Benefit for Income Taxes

For the three months ended March 31, 2026 and 2025, the Company recorded a benefit for income taxes of $3.3 million and $2.5 million, respectively.

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

Interest expense for the six months ended June 30, 2026 was $18.1 million as compared to $17.9 million for the same period in 2025.

See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.

Other Income (Expense) - Net

Other income (expense) - net was $(0.2) million of expense during the three months ended June 30, 2026 and income of $1.0 million for the same period in 2025.

Other income (expense) - net during the three months ended June 30, 2026 was primarily composed of $3.3 million of net currency transaction losses, partially offset by $2.4 million of interest income, which includes $0.9 million of interest received from IEEPA tariff refunds, and $0.5 million of gains on disposal of certain assets.

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 (expense) - net was $(3.3) million of expense during the six months ended June 30, 2026 and $(4.0) million of expense for the same period in 2025.

Other income (expense) - net during the six months ended June 30, 2026 was primarily composed of $6.7 million of net currency transaction losses, partially offset by $2.8 million of interest income, which includes $0.9 million of interest received from IEEPA tariff refunds, and $0.6 million of gains on disposal.

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.

Provision (Benefit) for Income Taxes

For the three months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $7.2 million and benefit for income taxes of $(0.2) million, respectively.

For the six months ended June 30, 2026 and 2025, the Company recorded a provision for income taxes of $3.9 million and a benefit for income taxes of $(2.7) million, respectively.

Changes to jurisdictional mix and year-to-date income before income taxes resulted in a provision for income taxes in the three and six months ended June 30, 2026 as compared to the prior year's benefit for income taxes.

In addition, the Company's effective tax

rate varies from the U.S.

federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates and losses in certain jurisdictions where no tax benefit can be realized.

5 unchanged sentences

Three Months Ended

Six Months Ended

Dollar Change

Percentage Change

Dollar Change

Percentage Change

Segment Operating Income (Loss)

*Measure not meaningful

Americas segment net sales increased 3.5% for the three months ended March 31, 2026 to $268.4 million from $259.3 million for the same period in 2025.

The increase was primarily attributable to higher non-new machine sales and price realization, partially offset by lower new crane sales.

Americas segment operating income decreased $5.5 million for the three months ended March 31, 2026 to $12.2 million from $17.7 million for the same period in 2025.

The decrease was primarily attributable to unfavorable product mix and incremental tariff costs.

EURAF segment net sales increased 15.0% for the three months ended March 31, 2026 to $167.4 million from $145.6 million for the same period in 2025.

The increase was primarily attributable to $21.2 million of higher new crane sales, primarily in the Company’s tower crane business.

Americas segment net sales decreased 6.6% for the three months ended June 30, 2026 to $301.9 million from $323.2 million for the same period in 2025.

The decrease was attributable to $24.1 million of lower new machine sales, partially offset by higher non-new machine sales.

Americas segment net sales decreased 2.1% for the six months ended June 30, 2026 to $570.3 million from $582.5 million for the same period in 2025.

The decrease was attributable to $19.6 million of lower new machine sales, partially offset by higher non-new machine sales.

Americas segment operating income increased $6.1 million for the three months ended June 30, 2026 to $32.2 million from $26.1 million for the same period in 2025.

The increase was primarily attributable to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA, partially offset lower sales and by $2.5 million of higher year over year other tariff related costs.

Americas segment operating income increased $0.6 million for the six months ended June 30, 2026 to $44.4 million from $43.8 million for the same period in 2025.

The increase was primarily attributable to $11.8 million of benefit from the refund of tariffs previously paid under the IEEPA, partially offset by lower sales and $4.6 million of higher year over year other tariff related costs.

EURAF segment net sales increased 29.3% for the three months ended June 30, 2026 to $197.2 million from $152.5 million for the same period in 2025.

The increase was primarily attributable to $41.2 million of higher new crane sales.

Segment net sales were favorably impacted by $3.3 million from changes in foreign currency exchange rates.

EURAF segment operating loss decreased $6.0 million for the three months ended March 31, 2026 to $5.3 million from $11.3 million for the same period in 2025.

The decrease in operating loss was primarily attributable to the higher net sales and favorable product mix, specifically in the towers product line.

EURAF segment net sales increased 22.3% for the six months ended June 30, 2026 to $364.6 million from $298.1 million for the same period in 2025.

The increase was primarily attributable to $62.5 million of higher new crane sales.

Segment net sales were favorably impacted by $17.9 million from changes in foreign currency exchange rates.

EURAF segment operating loss decreased $11.9 million for the three months ended June 30, 2026 to $2.7 million from $14.6 million for the same period in 2025.

The decrease in operating loss was primarily attributable to favorable product mix, higher net sales, and better operational performance.

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

MEAP segment net sales decreased 10.9% for the three months ended March 31, 2026 to $58.8 million from $66.0 million for the same period in 2025.

The decrease was primarily attributable to $7.2 million of lower new machine sales due to lower shipments into the Middle East as a result of the Iran war.

EURAF segment operating loss decreased $17.9 million for the six months ended June 30, 2026 to $8.0 million from $25.9 million for the same period in 2025.

The decrease in operating loss was primarily attributable to higher net sales and better operational performance.

Segment operating loss was unfavorably impacted by $1.2 million from changes in foreign currency exchange rates.

MEAP segment net sales increased 50.2% for the three months ended June 30, 2026 to $95.8 million from $63.8 million for the same period in 2025.

The increase was primarily attributable to $27.7 million of higher new machine sales.

MEAP segment net sales were favorably impacted by $2.9 million from changes in foreign currency exchange rates.

MEAP segment operating income decreased $3.3 million for the three months ended March 31, 2026 to $8.1 million from $11.4 million for the same period in 2025.

The decrease was primarily due to the lower net sales.

MEAP segment net sales increased 19.1% for the six months ended June 30, 2026 to $154.6 million from $129.8 million for the same period in 2025.

The increase was primarily attributable to $20.6 million of higher new machine sales.

MEAP segment net sales were favorably impacted by $6.7 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $4.2 million for the three months ended June 30, 2026 to $14.0 million from $9.8 million for the same period in 2025.

The increase was primarily due to higher net sales, partially offset by unfavorable product mix.

MEAP segment operating income was favorably impacted by $0.4 million from changes in foreign currency exchange rates.

MEAP segment operating income increased $0.9 million for the six months ended June 30, 2026 to $22.1 million from $21.2 million for the same period in 2025.

The increase was primarily due higher sales, partially offset by favorable product mix.

MEAP segment operating income was favorably impacted by $1.1 million from changes in foreign currency exchange rates.

Financial Condition

A summary of cash flows for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended

A summary of cash flows for the six months ended June 30, 2026 and 2025 are as follows:

Six Months Ended

Dollar Change

Net cash provided by operating activities

Net cash provided by (used for) operating activities

Net cash used for investing activities

Net cash (used for) provided by financing activities

Net cash provided by financing activities

Cash and cash equivalents

Cash Flows From Operating Activitie s

Cash flows provided by operating activities of $27.4 million for the three months ended March 31, 2026 increased $14.5 million from $12.9 million for the same period in 2025.

The increase in net cash provided by operating activities was primarily driven by $15.0 million of higher cash provided by the net change in operating assets and liabilities.

Cash flows provided by operating activities of $35.4 million for the six months ended June 30, 2026 increased $90.2 million from $54.8 million of cash used by financing activities for the same period in 2025.

The increase in net cash provided by operating activities was primarily driven by a $42.6 million payment to settle a legal matter with the U.S.

EPA made in 2025, $33.2 million of higher cash provided by the net change in operating assets and liabilities, and $26.2 million of cash receipts from the refund of tariffs paid under IEEPA.

Cash Flows From Investing Activities

Net cash used for investing activities of $7.9 million for the three months ended March 31, 2026 decreased $15.7 million from $23.6 million for the same period in 2025.

The decrease in net cash used for investing activities was primarily due to $12.9 million of cash outflows in the prior year related to the purchase of certain assets and territory from Ring Power Corporation and $2.6 million of lower capital expenditures.

Net cash used for investing activities of $20.3 million for the six months ended June 30, 2026 decreased $9.2 million from $29.5 million for the same period in 2025.

Cash Flows From Financing Activities

Net cash used for financing activities of $17.5 million for the three months ended March 31, 2026 decreased $20.7 million from $3.2 million of cash provided by financing activities for the same period in 2025.

The increase in net cash used for financing activities was primarily due to $17.9 million of borrowings in the prior year as compared to $9.0 million of payments in the current year under the ABL Revolving Credit Facility.

Net cash provided by financing activities of $4.1 million for the six months ended June 30, 2026 decreased $62.9 million from $67.0 million of cash provided by financing activities for the same period in 2025.

The decrease in net cash provided by financing activities was primarily due to a reduction of $56.0 million of borrowings under the ABL Revolving Credit Facility.

Liquidity and Capital Resources

The Company’s liquidity position as of March 31, 2026 and December 31, 2025 is summarized as follows:

March 31, 2026

The Company’s liquidity position as of June 30, 2026, December 31, 2025 and June 30, 2025 is summarized as follows:

June 30, 2026

December 31, 2025

June 30, 2025

Cash and cash equivalents

13 unchanged sentences

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 seven facilities, of which five facilities are denominated in Euros totaling €37.0 million and two facilities denominated in Chinese Yuan totaling ¥80.0 million.

On April 2, 2026, the Company cancelled its ¥30.0 million Chinese Yuan denominated facility, reducing total liquidity by $4.4 million.

dollar availability as of March 31, 2026 for the seven facilities was $54.4 million, with $4.4 million outstanding.

Outstanding debt as of March 31, 2026 and December 31, 2025 is summarized as follows:

March 31, 2026

There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥50.0 million.

dollar availability as of June 30, 2026 for the six facilities was $49.6 million, with $4.4 million outstanding.

Outstanding debt as of June 30, 2026 and December 31, 2025 is summarized as follows:

June 30, 2026

December 31, 2025

7 unchanged sentences

Refer to Note 10, “Debt,” to the Condensed Consolidated Financial Statements for additional discussions of covenants under the ABL Revolving Credit Facility and 2031 Notes.

As of March 31, 2026, 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 June 30, 2026, 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.

1 unchanged sentence

Non-GAAP Measures

The Company uses EBITDA, adjusted EBITDA, adjusted operating income, adjusted net loss, adjusted diluted net loss per share ("adjusted DEPS"), adjusted return on invested capital ("ROIC") and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance.

The Company uses EBITDA, adjusted EBITDA, adjusted operating income (loss), adjusted net income (loss), adjusted diluted net income (loss) per share (“adjusted DEPS”), adjusted return on invested capital (“adjusted ROIC”) and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance.

The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance.

3 unchanged sentences

Adjusted ROIC is not a measure defined by GAAP and the Company’s methodology for determining Adjusted ROIC may vary from the methodology used by other companies.

Management and the Board of Directors use Adjusted ROIC as a measure to assess operational performance

and capital allocation.

Management and the Board of Directors use Adjusted ROIC as a measure to assess operational performance and capital allocation.

The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested.

3 unchanged sentences

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

The Company’s Adjusted ROIC as of March 31, 2026 was 5.1%.

Below is the calculation of Adjusted ROIC as of March 31, 2026 and 2025.

Trailing Twelve Months Ended March 31, 2026

Trailing Twelve Months Ended March 31, 2025

The Company’s Adjusted ROIC as of June 30, 2026 was 6.9%.

Below is the calculation of Adjusted ROIC as of June 30, 2026 and 2025.

Trailing Twelve Months Ended June 30, 2026

Trailing Twelve Months Ended June 30, 2025

Operating income

15 unchanged sentences

Adjusted ROIC

(1) Other non-recurring items – net for the three months ended March 31, 2026 represents the addback of $0.5 million of costs associated with a legal matter and $0.3 million of other one-time costs.

Other non-recurring items – net for the three months ended March 31, 2025 represents $8.9 million of costs associated with a legal matter with the U.S.

EPA and $0.1 million of one-time costs.

Adjusted Net Loss and Adjusted DEPS

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

Adjusted DEPS is defined as adjusted net loss divided by diluted weighted average shares outstanding.

(1) The adjustments in 2026 represent the addback of $2.5 million of costs associated with a legal matter and $0.3 million of other one-time costs.

The adjustment in 2025 represents the addback of $3.6 million of costs associated with a legal matter with the EPA.

Adjusted Net Income (Loss) and Adjusted DEPS

The Company defines adjusted net income (loss) as net income (loss) plus the addback or subtraction of restructuring and other non-recurring items.

Adjusted DEPS is defined as adjusted net income (loss) divided by diluted weighted average shares

Diluted weighted average common shares outstanding are adjusted for the effect of dilutive stock awards when there is net income on an adjusted basis, as applicable.

The reconciliation of net loss and diluted net loss per share to adjusted net loss and Adjusted DEPS for the

three months ended March 31, 2026 and 2025 are summarized as follows.

The reconciliation of net income (loss) and diluted net income (loss) per share to adjusted net income (loss) and Adjusted DEPS for the three and six months ended June 30, 2026 and 2025 are summarized as follows.

All dollar amounts are in millions, except per share data and share amounts.

6 unchanged sentences

Amortization of deferred financing fees

Other income (expense) - net (3)

Income before income taxes

(Provision) benefit for income taxes (4)

Diluted weighted average common shares outstanding

Diluted net income per share

(1) The adjustment in 2026 represents the addback of $2.0 million of costs associated with a legal matter.

(2) The adjustments in 2026 and 2025 represent the addback of restructuring expense.

(3) The adjustment in 2025 represents $0.6 million of interest related to settlement of a legal matter with the EPA.

(4) The adjustments in 2026 and 2025 represent the net income tax impact of items (1) and (2).

Six Months Ended

Engineering, selling and administrative

Amortization of intangible assets

Restructuring expense (2)

Operating income

Interest expense

Amortization of deferred financing fees

Other expense - net (3)

Loss before income taxes

Benefit for income taxes (3)

Income (loss) before income taxes

(Provision) benefit for income taxes (4)

Net income (loss)

Diluted weighted average common shares outstanding

Diluted net loss per share

Diluted net income (loss) per share

(1) The adjustments in 2026 represent the addback of $2.5 million of costs associated with a legal matter and $0.3 million of other one-time costs.

(2) The adjustments in 2026 and 2025 represent the addback of restructuring expense.

(3) The adjustment in 2025 represents $0.6 million of interest related to settlement of a legal matter with the EPA.

(4) The adjustments in 2026 and 2025 represent the net income tax impact of items (1) and (2).

1 unchanged sentence

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 expense - net, and certain other non-recurring items.

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three months ended March 31, 2026 and 2025 and trailing twelve months is summarized as follows.

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, 2026 and 2025 and trailing twelve months is summarized as follows.

Three Months Ended

Six Months Ended

Trailing Twelve

7 unchanged sentences

Other non-recurring items - net (1)

Other expense - net (2)

Other (income) expense - net (2)

Adjusted EBITDA

Adjusted EBITDA margin percentage

(1) Other non-recurring items - net for the three months ended March 31, 2026 relate to $0.5 million of costs associated with a legal matter and $0.3 million of other 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 months ended March 31, 2026, the three months ended March 31, 2025, and the trailing twelve months ended March 31, 2026.

(1) Other non-recurring items - net for the three months ended June 30, 2026 relate to $2.0 million of costs associated with a legal matter.

Other non-recurring items - net for the six months ended June 30, 2026 relate to $2.5 million of costs associated with a legal matter and $0.3 million of other 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, 2026 and the three and six months ended June 30, 2025.

Free Cash Flows

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

The reconciliation of net cash provided by operating activities to f ree cash flows for the three months ended March 31, 2026 and 2025 is summarized as follows.

Three Months Ended

Net cash provided by operating activities

The reconciliation of net cash provided by operating activities to f ree cash flows for the six months ended June 30, 2026 and 2025 is summarized as follows.

Six Months Ended

Net cash provided by (used for) operating activities

Capital expenditures

2 unchanged sentences

The Company's critical accounting policies have not materially changed since the 2025 Annual Report on Form 10-K was filed.

Refer to the Critical Accounting Policies in “Item 7.

Refer to the Critical Accounting Policies and Estimates in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2025 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.

3 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