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, 20182021

Commission File No.: 001-32401

 

MANITEX INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Michigan

 

42-1628978

(State of incorporation)

 

(I.R.S. Employer

Identification No.)

9725 Industrial Drive

Bridgeview, Illinois

 

60455

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (708) 430-7500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

 

MNTX

The NASDAQ Stock Market LLC

Preferred Share Purchase Rights

 

N/A

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes       No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes       No  

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

Accelerated Filer

 

 

 

 

Non-Accelerated Filer

Smaller reporting company

 

 

 

 

Emerging growth company

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes       No  

The aggregate market value of the shares of common stock, no par value (“Common Stock”), held by non-affiliates of the registrant as of June 30, 20182021 was approximately $169.2$105.4 million based upon the closing price for the Common Stock of $12.48$7.29 on the NASDAQ Stock Market on such date.

The number of shares of the registrant’s common stock outstanding as of March 1, 20192022 was 19,677,293.19,943,787.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to herein) from the registrant’s Proxy Statement for its 20192022 Annual Meeting (the “2019“2022 Proxy Statement”) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2018.2021.

Auditor Name:

Grant Thornton LLP

Auditor Location:

Chicago, IL, United States of America

 

 

 


TABLE OF CONTENTS

 

PART I

 

1

ITEM 1.

  

BUSINESS

 

2

ITEM 1A.

  

RISK FACTORS

 

97

ITEM 1B.

  

UNRESOLVED STAFF COMMENTS

 

1513

ITEM 2.

  

PROPERTIES

 

1514

ITEM 3.

  

LEGAL PROCEEDINGS

 

1614

ITEM 4.

  

MINE SAFETY DISCLOSURES

 

1614

 

 

 

PART II

 

1715

ITEM 5.

  

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

1715

ITEM 6.

  

SELECTED FINANCIAL DATA[RESERVED]

 

1915

ITEM 7.

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

2016

ITEM 7A.

  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

3722

ITEM 8.

  

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

3822

ITEM 9.

  

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

9160

ITEM 9A.

  

CONTROLS AND PROCEDURES

 

9160

ITEM 9B.

  

OTHER INFORMATION

 

9360

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

60

 

 

 

PART III

 

9461

ITEM 10.

  

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

9461

ITEM 11.

  

EXECUTIVE COMPENSATION

 

9461

TEMITEM 12.

  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

9461

ITEM 13.

  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

9461

ITEM 14.

  

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

9461

 

 

 

PART IV

 

9562

ITEM 15.

  

EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

 

9562

ITEM 16

FORM 10-K SUMMARY

65

 

 

 

SIGNATURES

 

10367

 

 

 

i


PART I

References to the “Company,” “we,” “our” and “us” refer to Manitex International, Inc., together in each case with our subsidiaries and any predecessor entities unless the context suggests otherwise.

Forward-Looking Statements

When reading this section of this Annual Report on Form 10-K, it is important that you also read the financial statements and related notes thereto. This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report on Form 10-K, other than statements that are purely historical, are forward-looking statements and are based upon management’s present expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K include, without limitation: (1) projections of revenue, earnings, capital structure and other financial items, (2) statements of our plans and objectives, (3) statements regarding the capabilities and capacities of our business operations, (4) statements of expected future economic conditions and the effect on us and on our customers, (5) expected benefits of our cost reduction measures, and (6) assumptions underlying statements regarding us or our business. Our actual results may differ from information contained in these forward-looking statements for many reasons, including those described below and in the section entitled “Item 1A. Risk Factors”:

(1)

a future substantial deterioration in economic conditions, especially in the United States and Europe;

(2)

The negative impacts COVID-19 has had and will continue to have on our business, financial condition, cash flows, results of operations and supply chain, as well as customer demand;

(3)

the reliance of our customers on government spending;spending, fluctuations in activity levels in the construction industry, and capital expenditures in the oil and gas industry;

(3)(4)

our level of indebtedness and our ability to meet financial covenants required by our debt agreements;

(4)(5)

our ability to negotiate extensions of our credit agreements and to obtain additional debt or equity financing when needed;

(5)(6)

the impact that the restatement of our previously issued financial statements could haveany failure on our business reputation and relations with our customers and suppliers;part to maintain an effective system of internal controls;

(6)(7)

the cyclical nature of the markets we operate in;

(7)(8)

an increase in interest rates;

(8)(9)

our increasingly international operations expose us to additional risks and challenges associated with conducting business internationally;internationally, including currency exchange risks;

(9)(10)

difficulties in implementing new systems, integrating acquired businesses, managing anticipated growth, and responding to technological change;

(10)(11)

the availability of the third-party financing that some of our customers’ diminished liquidity and credit availability;customers rely on to purchase our products;

(11)(12)

our operations are in a highly competitive industry and the performanceCompany is particularly subject to the risks of our competitors;such competition;

(12)(13)

shortages in supplies and raw materials or the increase in costs of materials;our dependency upon third-party suppliers makes us vulnerable to supply shortages;

(13)(14)

potential losses under residual value guarantees,price increases in materials could reduce our profitability;

(14)(15)

the Company faces product liability claims intellectual property claims, and other liabilities;liabilities due to the nature of its business;

(15)(16)

the Company’s success depends upon the continued protections of its trademarks and the Company may be forced to incur substantial costs to maintain, defend, protect and enforce its intellectual property rights;

(17)

the volatility of our stock price;

(16)(18)

future sales of our common stock;ability to access the capital markets to raise funds and provide liquidity;

(17)(19)

the willingness of our stockholdersshareholders and directors to approve mergers, acquisitions, and other business transactions;

(18)(20)

currency transaction (foreign exchange) riskscompliance with changing laws and the risk related to forward currency contracts;regulations;

(19)(21)

compliance with changing laws and regulationsa substantial portion of our revenues are attributed to a limited number of customers which may decrease or cease purchasing at any time;

1


(22)

a disruption or breach in our information technology systems;

(20)(23)

our reliance on the management and leadership skills of our senior executives;

(24)

impairment in the carrying value of goodwill and/or other intangible assets could negatively affect our operating results;

(25)

certain provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, as amended, Amended and Restated Bylaws, and the Company’s Preferred Stock Purchase Rights may discourage or prevent a change in control of the Company;

(21)(26)

a substantial portion of our revenues are attributed to limited number of customers which may decrease or cease purchasing any time;

1


(22)

a disruption or breach in our information technology systems;

(23)

our reliance on the management and leadership skills of our senior executives;

(24)

the cost of compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and

(25)(27)

impairment in the carrying value of goodwill could negatively affect our operating results;

(26)

potential negative effects related to the SEC investigation into our Company; and

(27)

other factors.

The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. All forward-looking statements are made only as of the date hereof. We do not undertake, and expressly disclaim, any obligation to update this forward-looking information, except as required under applicable law.

 

ITEM 1.

BUSINESS

Our Business

The Company is a leading provider of engineered lifting solutions. The Company reports in a single business segment and has five operating segments. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. The Company reports in a single business segment and has four operating segments, under which there are five reporting units. The Company has integrated Manitex and Badger Equipment Company (“Badger”) reporting units into one operating segment as a substantial portion of the sales from Badger are intercompany sales to Manitex. While the Company continues to report Badger as a separate reporting unit, its results are combined with Manitex and reported at the combined Manitex operating segment.

Manitex Inc. (“Manitex”) markets a comprehensive line of boom trucks, truck cranes, aerial platforms, and sign cranes. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including roads, bridges and commercial construction. Truck mounted aerial work platforms are widely used in several diverse applications.  High reach aerial work platforms are used in highway signage maintenance and construction, parking lot lighting applications, as well as telecommunication maintenance and upgrades. Medium reach aerial work platforms cover most retail shopping and commercial advertising.  Larger capacity aerial work platforms are used as support vehicles to service and maintain equipment in mining applications.  Sign cranes are used for sign installation and sign maintenance.

Badger Equipment Company (“Badger”) is a manufacturer of specialized rough terrain cranes and material handling products. Badger primarily serves the needs of the construction, municipality and railroad industries.

PM Oil and Steel S.p.A. (“PM” or “PM Group”), formerly known as PM Group S.p.A., is a leading Italian manufacturer of truck- mounted hydraulic knuckle boom cranes with a 50-year63-year history of technology and innovation, and a product range spanning more than 50 models. PM is also a manufacturer of truck-mounted aerial platforms with a diverse product line and an international client base. Through its consolidated subsidiaries, PM Group has locations in Modena, Italy; Valencia, Spain; Arad, Romania; Chassieu, France; Buenos Aires, Argentina; Santiago, Chile; Singapore and Querétaro, Mexico.

Manitex Valla S.r.L. (“Valla”) produces a full range of precision pick and carry industrial cranes using electric, diesel, and hybrid power options. Its cranes offer wheeled or tracked, and fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. These products are sold internationally through dealers and into the rental distribution channel.

Manitex Sabre, Inc. (“Sabre”), which is located in Knox, Indiana, manufactures a comprehensive line of specialized mobile tanks for liquid and solid storage and containment solutions with capacities from 8,000 to 21,000 gallons. Its mobile tanks are sold to specialized independent tank rental companies and through the Company’s existing dealer network. The tanks are used in a variety of end markets such as petrochemical, waste management and oil and gas drilling. 

Crane and Machinery, Inc. (“C&M” or “Equipment Distribution”) is a distributor of the Company’s products as well as Terex Corporation’s (“Terex”) rough terrain and truckother cranes. Crane and Machinery Leasing, Inc. (“C&M Leasing”) rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.  Although C&M is a distributor of Terex rough terrain and truck cranes, C&M’s primary business is the distribution of products manufactured by the Company.  

Discontinued Operations

Consolidated Variable Interest Entity

Even though it had no ownership interest in SVW Crane & Equipment Company (together with its wholly owned subsidiary, Rental Consulting Service Company, “SVW”Manitex Sabre, Inc. (‘’Sabre”), the Company previously had the power to direct the activities that most significantly impact SVW’s economic performance. Additionally, the Company was the primary beneficiary of the SVW relationship. SVW obtained third party financing, which was effectively guaranteed by the Company, on specific cranes the Company manufactured and remitted the loan proceeds to the Company. Other than its business transactions described herein, SVW had no other substantial business operations. The Company determined that SVW was a Variable Interest Entity (“VIE”) that under current accounting guidance needed to be consolidated in the Company’s financial results. SVW was consolidated into the Company’s financial results beginning in the first quarter of 2016 through the fourth quarter of 2017. By December 31, 2017, SVW had ceased operations and is therefore not a consolidated VIE after December 31, 2017.

2


Recent Acquisitions

On March 12, 2015,August 21, 2020, the Company entered into inventoryan Asset Purchase Agreement to sell Manitex Sabre, Inc. to an affiliate of Super Steel, LLC for cash proceeds of $1.5 million, subject to certain adjustments based on closing date accounts receivable and equipment purchase agreements with Columbia Tanks, LLC. Financial results are included in the consolidated results beginning on March 12, 2015.

On January 15, 2015, the Company acquired PM which is based in San Cesario sul Panaro, Modena, Italy. PM’s financial results are included in the consolidated results beginning on January 15, 2015.

On December 19, 2014, the Company completed an agreement with Terex and became the majority owner of ASV (as defined below), which is located in Grand Rapids, Minnesota. As a result of the transaction, the Company owned 51% of ASV and Terex owned 49% of ASV. ASV’s financial results were included in the consolidated results beginning on December 20, 2014. ASVinventory. Accordingly, Manitex Sabre, Inc. was classifiedreported as a discontinued operation.  See “Discontinued Operations” section belowoperation for additional information.2020.

On December 16, 2014,2


In addition to the cash proceeds from sale of $1.5 million in cash received, the Company BGI USA Inc. (“BGI”), Movedesign SRLmay receive maximum royalty and R&S Advisory S.r.l., entered into an operating agreementearn-out payments of up to approximately $2.9 million for Lift Ventures LLC (“Lift Ventures”), a joint venture entity. Lift Ventures manufactures and sellsyears 2021 through 2023 if certain products and components, including the Schaeff line of electric forklifts and certain Liftking products.revenue criteria are met. The Company owned 25%has received approximately $0.1 million of such payments to date. The Company will account for the equity of Lift Ventures and licenses certain intellectual property related to the Company’s products to Lift Ventures. In 2016, the Company determined its investment in Lift Ventures was impaired and has recognized an impairment charge to write off its entire investment in Lift Ventures LLC (See Note 27).

Discontinued Operations

ASV is located in Grand Rapids, Minnesota and manufactures a line of high-quality compact track and skid steer loaders. The products are used in site clearing, general construction, forestry, golf course maintenance and landscaping industries, with general construction being the largest.  

Prior to the quarter ended June 30, 2017, the Company owned a 51% interest in ASV Holdings, Inc., which was formerly known as A.S.V., LLC (“ASV” or “ASV Holdings”).  On May 11, 2017, in anticipation of an initial public offering, ASV Holdings converted from an LLC to a C-Corporation and the Company’s 51% interest was converted to 4,080,000 common shares of ASV.  On May 17, 2017, in connection within its initial public offering, ASV Holdings sold 1,800,000 of its own shares and the Company sold 2,000,000 shares of ASV Holdings common stock and reduced its investment in ASV to a 21.2% interest.  ASV was deconsolidated and was recorded as an equity investment starting with the quarter ended June 30, 2017. Periods ending before June 30, 2017 reflect ASVcontingent consideration as a discontinued operation. In February 2018,gain in accordance with ASC 450. Under this approach, we will recognize the Company sold an additional 1,000,000 shares of ASV that it held which reducedcontingent consideration in earnings after the Company’s stake in ASV to approximately 11%.  The Company ceased accounting for its investment in ASV under the equity method and now accounts for its investment as a marketable equity security.contingency is resolved. See Notes 11 and 26Note 22 for additional discussion related to the accounting treatment of the investment in ASV after the sale of the additional shares.

CVS Ferrari S.r.L (“CVS”) designedSabre’s business and manufactured a range of reach stackers and associated lifting equipment for the global container handling market.  CVS was sold on December 22, 2016 and is presented as a discontinued operation.

Manitex Liftking ULC (“Manitex Liftking” or “Liftking”) sold a complete line of rough terrain forklifts, a line of stand-up electric forklifts, cushioned tiered forklifts with lifting capacities from 18 thousand to 40 thousand pounds and special mission-oriented vehicles, as well as other specialized carriers, heavy material handling transporters and steel mill equipment. Liftking was sold on September 30, 2016 and is presented as a discontinued operation.    

Manitex Load King, LLC (“Load King”) manufactured specialized custom trailers and hauling systems typically used for transporting heavy equipment. Load King trailers served niche markets in the commercial construction, railroad, military and equipment rental industries through a dealer network.  Load King was sold on December 28, 2015 and is presented as a discontinued operation.assets.

General Corporate Information

Our predecessor company was formed in 1993 and was purchased in 2003 by Veri-Tek International, Corp., which changed its name to Manitex International, Inc. in 2008. Our principal executive offices are located at 9725 Industrial Drive, Bridgeview, Illinois 60455 and our telephone number is (708) 430-7500. Our website address is www.manitexinternational.com. Information contained on our website is not incorporated by reference into this report and such information should not be considered to be part of this report.

3


INFORMATION ABOUT OUR BUSINESS

Boom Trucks

A boom truck is a straight telescopic boom crane outfitted with a hook and winch which is mounted on a standard flatbed commercial (Class 7 or 8) truck chassis. Relative to other lifting equipment, boom trucks provide increased versatility, and arewith some models capable of transporting relatively large payloads from site to site at highway speeds. A boom truck is usually sold with outriggers, pads and devices for reinforcing the chassis in order to improve safety and stability. Although produced in a wide range of models and sizes, boom trucks can be broadly distinguished by their normal lifting capability as light, medium, and heavy-cranes. Various models of medium or heavy-lift boom trucks can safely lift loads from 1515- to 80 tons80-tons and operating radii can exceed 200 feet. Another advantage of the boom truck is the ability to provide occasional man lift capabilities at a very low cost to height ratio. While it is not uncommon to see a very old boom truck, most replacement cycles seem to trend to seven years. The market for boom trucks has historically been cyclical.

Although the Company offers a complete line of boom trucks from light to heavy capacity cranes, much of our efforts have been devoted to the development of higher capacity boom trucks specifically designed to meet the particular needs of customers including those in energy production and electrical power distribution. We believe it is an advantage to be skewed towards the heavier lifting capacity, since the heavier capacity cranes have somewhat higher margins.

Markets that drive demand for boom trucks include power distribution, oil and gas recovery, infrastructure and new home, commercial and industrial construction.  Historically, the new home construction market, which uses lower capacity cranes, has probably been the most cyclical. Over the past few years, demand from the energy sector has become more cyclical in part due to changes in oil prices.

The Company sells its boom trucks through a network of over forty full servicefull-service dealers in the United States, Canada, Mexico, South America, and the Middle East. A number of our dealers maintain a rental fleet of their own. Boom trucks can be rented for either short or long-term periods.

In 2016, we noted that this selloff of excess equipment continued through much of the year. This selloff dampened demand for new equipment in both the energy market and the other markets we serve with our boom trucks.  We did note that oil prices did begin to increase and by the beginning of June 2016 were approaching $50 per barrel.  Additionally, the oil rig count began to increase again and by year end totaled 525 oil rigs. Late in the year, orders received began to increase and included orders for a number of cranes in a multitude of markets that the Company serves.  

In 2017, Oil prices remained relatively stable through the first nine months of the year, before the prices began to strengthen considerably during the fourth quarter of the year.  Oil prices at the end of 2017 topped $61 per barrel.  The oil rig count declined during the first half of the year to 431 before rebounding to 658 by the end of 2017.  In early 2018, the oil rig count continued to increase and at the end of March 2018 was over 800.  The sell-off of used equipment continued through most of the year but the effects diminished throughout the year.  The market for boom trucks continued to improve throughout the year but remained below normal levels.  Orders, however, increased significantly in the fourth quarter of 2017 and going into 2018 demand for boom trucks continued to increase.

Entering 2018, the demand for boom trucks continued to be significantly above 2017 levels with industry shipments increasing 19% versus 2017. The general economic environment in the United States during 2018 was favorable. During 2018, the United States economy was strong, oil prices strengthened, and U.S. oil rig count has increased to 1,083 at December 28, 2018 from 929 at December 29, 2017. The Company currently expects the favorable environment that it is currently operating in to continue through 2019.  

Knuckle Boom Cranes

PM is a leading Italian manufacturer of truck mounted hydraulic knuckle boom cranes with a 50-year history of technology and innovation, and a product range spanning more than 50 models. Through its consolidated subsidiaries, PM has locations in Modena, Italy; Arad, Romania; Chassieu, France; Buenos Aires, Argentina; Santiago, Chile; London, UK and Mexico City, Mexico.

PM knuckle boom cranes are hydraulic folding and articulating cranes, mounted on a commercial chassis, with lifting capacities that range from small (lifting capacity up to three-ton meter) to super heavy (lifting capacity up to two-hundred-and-ten-ton meter), often supplied with a jib for additional reach. WithThe knuckle boom has a compact design and footprint the cranewhich can be mounted on a chassis to maximize the load carrying capability of the chassis onto which it is mounted.capability. Combined with the crane’s ability to operate in a compact footprint the ability to carry a payload provides a competitive advantage over other truck mounted cranes and makes the knuckle boom crane particularly attractive for a variety of end uses in the construction and product delivery sectors.

4


The knuckle boom crane market is a global market with a wide variety of end sector applications, but focused particularly on residential and non-residential construction, road and bridge infrastructure development, waste management and infrastructure development. Historically the knuckle boom crane has not had significant application in the energy sector.utility applications. PM knuckle boom cranes are sold into a variety of geographies including West and East Europe, Central Asia, Africa, North and Central America, South America, the Middle East and the Far East and Pacific region. Historically, PM focused on its domestic and local Western European markets, but in recent years has expanded its sales and distribution efforts internationally. PM has twelvesix international sales and distribution offices located in several European countries as well as the Far East and Latin America.  After acquisition by Manitex, the Company expanded its distribution capability with the existing Manitex dealer network in North America as well as expanding the number of independent service centers in the US.

The market for knuckle boom cranes has been growing in recent years as the acceptability of the product has grown and its advantages have been accepted. Growth in North America, where the straight maststraight-mast boom truck crane has been the more dominant product, has been more rapid in recent years in combination with the overall improvement in the North American construction sector. PM’s share of the North American market has been historically low; however, we believe that this is an area of growth opportunity for the Company following its acquisition by Manitex.Company.

PM3


Aerial Work Platforms

Oil & Steel aerial platforms are self-propelled or truck mounted and places an operator in a basket in the air in order to perform maintenance, repairs or similar activities. The equipment is used in a variety of applications including utilities, sign work and industrial maintenance and is often sold to rental operations.

PM group productOil & Steel serves in a number of geographies in WestNorth America, Western and EastEastern Europe but also the nearNear and Far East and sells through dealers as well as its own sales and distribution offices. In North America, the product sold under the Manitex brand and sold through its distribution network. The market generally follows the domestic economic cycle for any particular country. Consequently, the market has shown a positive trend in the recent past as European economies recover from the 2009 / 2010 economic crisis.  

As PM serves a global market, its revenues are affected by changes in economic conditions in markets it serves. In 2016, the middle-east market was soft and had an impact on PM 2016 revenues.  

In 2017, the demand for knuckle boom cranes was up modestly in all the markets that PM sells into except for the Middle East.  The demand from the Middle East market was consistent with the prior year but remains significantly depressed.  During 2017, Western and North Europe were PM’s largest markets.  Although there was growth in the other PM markets, the demand from such other markets had not returned to earlier levels.  

During 2018, the demand for knuckle boom cranes was steady in all the markets that PM sells into except for some markets in Latin America where local currency turbulence with strong devaluations towards the Euro and US dollar affected the local demand.  The demand from the Middle East market was consistent with 2017 but remained significantly slow.  In 2018, demand from Western and Northern Europe, PM’s largest markets, remained at a solid level. Although there was light growth in the other PM markets, the demand from such other markets was still lower than the levels achieved in the past. PM’s markets appear to be stable or growing moving into 2019.several years.

Industrial Cranes

Badger sells specialized industrial cranes through a network of dealers. The Badger product line includes specialized 15- and 30-ton industrial cranes (which can be used as dedicated rail cranes by the railroads)railroad industry) as well as a 10 ton10-ton carry deck crane which are all sold under both the Badger and Manitex names.  Additionally, Badger sells lattice cranes with 2020- to 30 ton30-ton lifting capacity marketed under the Little Giant trade name.  The Little Giant line has five lattice boom models, three of which are dedicated rail cranes. In addition, Badger also sells a 30-ton truck crane and a 25-ton crawler crane under the Little Giant name.  Badger also has the capability to manufacture certain of our lower capacity boom trucks and provides expanded boom truck manufacturing capacity when needed.

The products are used by railroads, refineries, states, municipalities, and for general construction.  The Company believes it has an advantage over its competitors in selling to railroadsthe railroad industry as it is the only crane manufacturer that has integrated the installation of rail gear into its production process. Competitors send their cranes to a third partythird-party to have rail gear added which both increases cost and delays deliveries.

As of January 2022, the Company had discontinued the industrial crane product line. See Note 23 for further information.

Valla Cranes

Valla product line of industrial cranes is a full range of precision pick and carry cranes from 22- to 90 tons,44-tons, using electric, diesel, and hybrid power options. Its cranes offer wheeled or tracked, and fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. The product is sold internationally through dealers and into the rental distribution channel.

5


Mobile Tanks

Sabre manufactures a comprehensive line of specialized mobile tanks for liquid and solid storage and containment solutions with capacities from 8,000 to 21,000 gallons. Its mobile tanks are sold to specialized independent tank rental companies and through other direct customers.

The tanks have historically been used in a variety of end markets such as petrochemical, waste management and oil and gas drilling. However, when we purchased Sabre in 2013, its business heavily skewed towards the energy sector.  Since early 2014, we have been working to diversify the products, customers, and applications.  This includes expanding environmental applications and using our tanks to store deicer fluid at airports.

Equipment Distribution

C&M is a distributor of the Company’s products as well as Terex’s rough terrain and truck cranes.

products. C&M Leasing rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.  Although C&M is a distributor of Terex rough terrain and truck cranes; C&M’s primary business is the distribution of products manufactured by the Company.  

Part Sales

As part of our operations, we supply repair and replacement parts for our products. The parts business margins are generally higher than our overall margins. Part sales as a percentage of revenues tend to increase when there is a down-turn in the industry. Part sales as a percentage of revenues are approximately 12%, 11% and 13%16% for the years ended December 31, 2018, 20172021 and 2016,2020, respectively.

Total Company Revenues by Sources

The sources of the Company’s revenues are summarized below:

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Boom trucks, knuckle boom & truck cranes

 

 

73

%

 

 

76

%

 

 

72

%

 

 

61

%

 

 

57

%

Aerial platforms

 

 

13

%

 

 

12

%

Part sales

 

 

12

%

 

 

15

%

Other equipment

 

 

11

%

 

 

10

%

Services

 

 

3

%

 

 

2

%

Rough terrain cranes

 

 

3

%

 

 

3

%

 

 

3

%

 

 

0

%

 

 

4

%

Mobile tanks

 

 

5

%

 

 

2

%

 

 

4

%

Installation services

 

 

2

%

 

 

2

%

 

 

3

%

Other equipment

 

 

5

%

 

 

5

%

 

 

5

%

Part sales

 

 

12

%

 

 

12

%

 

 

13

%

Total Revenue

 

 

100

%

 

 

100

%

 

 

100

%

Net Revenue

 

 

100

%

 

 

100

%

4


 

In 20182021 and 2016,2020, no customer accounted for 10% or more of the Company’s revenue. In 2017, one customer, Rush Truck Center, accounted for approximately 12.0% of the Company’s revenue.

Raw Materials

The Company purchases a variety of components used in the production of its products.  The Company purchases steel and a variety of machined parts, components and subassemblies including weldments, winches, cylinders, frames, rims, axles, wheels, tires, suspensions, cables, booms and cabs, as well as engines, transmissions and cabs.  Additionally, Manitex and PM mount their cranes on commercial truck chassis, which are either purchased by the Company or supplied by the customer. Lead times for these materials (including chassis) varyhistorically varied from several weeks to many months. The Company is vulnerable to a supply interruption in instances when only one supplier has been qualified and identifyingqualified. Identifying and qualifying alternative suppliers can be very time consuming, and in some cases, could take longer than a year.  The Company has been working on qualifying secondary sources of some products to assure supply consistency and to reduce costs. The degree to which our supply base can respond to changes in market demand directly affects our ability to increase production and the Company attempts to maintain some additional inventory in order to react to unexpected increases in demand. During 2018, 2017

Supply chain issues have impacted the Company and 2016, raw materialswe expect this to continue to cause disruption in 2022. The disruptions continue to put a strain on our team and resources, specifically on our electronic components were generally available to meet our production schedules and had no significant impact on full year revenues. During the first part of 2018 delivery of chassis for our larger cranes had a modest impact on production, however this was alleviated during the year as manufacturers increased their production and demand also slowed compared to the first half of the year.

6


Any futuretruck chassis. Future supply chain issues that might impact the Company will in part depend on how fast the rate of growth is for a product as well as the rate of growth in the general economy.product. Strong general economic growth could put us in competition for parts with other industries. Additionally, events or circumstancecircumstances at a particular supplier could impact the availability of a necessary component.

Patents and Trademarks

The Company protects its trade names and trademarks through registration. Its technology consists of bill of materials, drawings, plans, vendor sources and specifications and although the Company’s technology has considerable value, it does not generally have patent protection. The Company has (on rare occasions) filed for patent protection on a specific feature. In the future, the Company will consider seeking patent protection on any new design features believed to present a significant future benefit.

The Company owns and uses several trademarks relating to its brands that have significant value and are instrumental to the Company’s ability to market its products. The Company’s most significant trademark is “Manitex” (presently registered with the United States Patent and Trademark Office until 2027).  Badger Equipment Company marketspreviously marketed its products under the “Little Giant” and Badger trade names. Sabre markets its products under the “Sabre” tradename.names which were discontinued during January 2022. Valla markets its products under the “Valla” tradename. PM sells its products using the trademark “PM” and PM subsidiary, PM Oil & Steel S.p.A.; sells its products using the “OIL & STEEL” trademark.  The Manitex, Badger, Valla, Little Giant, PM and OIL & STEEL trademarks and trade names are important to the marketing and operation of the Company’s business as a significant number of our products are sold under those names.  PM has three patents. One is registered with the Italian Patents and Trademarks Office until 2028.  PM has two additional patents registered with OHIM that are in force until 2031 and 2034, respectively.

Seasonality

Traditionally, the Company’s peak selling periods for cranes are the second and thirdfourth quarters of a calendar year as a result of the need for equipment in the spring, summer and fall construction seasons.year. A significant portion of cranes sold over the last several years have been deployed in specialized industries or applications, such as oilresidential and gas production, power distribution and in the railroad industry.commercial construction. Sales in these markets are subject to significant fluctuations which correlate more with general economic conditions and the prices of commodities including oil, and generally are not of a seasonal nature.

Sales of cranes from the Equipment Distribution division mirror the seasonality of the sales of the overall Company. However, the sale of parts is much less seasonal given the geographic breadth of the customer base. Crane repairs are performed by the Equipment Distribution division throughout the year but are somewhat affected by the slowdown in construction activity during the typically harsh winters in the Midwestern United States.

Competition

Lifting Equipment

The market for the Company’s boom trucks, and knuckle boom cranes, and industrial cranes and trailers is highly competitive. The Company competes based on product design, quality of products and services, product performance, maintenance costs and price. Several competitors have greater financial, marketing, manufacturing and distribution resources than we do. The Company believes that it effectively competes with its competitors.

5


The Company’s boom cranes compete with cranes manufactured by National Crane, Terex, Weldco Beales,Custom Truck One Source, Elliott and Altec.Altec and Weldco Beales. The Company’s knuckle boom cranes compete with Palfinger, Fassi, Effer and HIAB. The Company competes primarily with Terex and Broderson in selling rough terrain and industrial cranes.  The Company’s mobile tanks compete with tanks sold by Dragon Tank and Pinnacle Mfg., LLC.

Equipment Distribution

The Equipment Distribution division’s primary business is facilitation of sale of products manufactured by the Company. As such, it faces the same competition described above for products manufactured by the Company.  Additionally, the Equipment Distribution division has a dealership arrangement with Terex Corporation and must compete against dealers of other rough terrain and truck crane manufacturers.  Locally, the Equipment Distribution division competes against Runnion Equipment (dealer for National Crane), Power Equipment Leasing (dealer for Elliott) and Guiffre Cranes (dealer for Manitex and Terex boom trucks)Manitex). Runnion is also authorized to sell Manitex boom trucks.

7


While no geographic limitations exist regarding the Equipment Distribution business’s ability to sell cranes internationally, the lack of any barriers to entry and the heavy use of the Internet make this a highly active and competitive market in which to distribute cranes.

Competition for our Equipment Distribution repair business is even more intense since it is limited geographically due to the necessity of having physical access to the cranes. Most of the above referenced companies also compete in this aspect of the business, as do other types of crane and equipment dealers from nearby areas such as Indiana or Wisconsin.

Equipment Distribution parts sales are global in scope and benefit greatly from the Internet and the tenure and expertise of our employees. While competition in this area is extensive, we believe that the breadth of the products offered and our long history in this part of the business is a competitive advantage.

Our Equipment Distribution business competes based on the design, quality and performance of the products it distributes, price and the supporting repair and part services that it provides. Several competitors have greater financial, marketing and distribution resources than we do. The Company, however, believes that it effectively competes with its competitors.

Backlog

The backlog at December 31, 20182021 was approximately $66.7$189 million, compared to a backlog of approximately $61.5$68 million at December 31, 2017.2020.  The December 31, 20182021 backlog has increased by $5.2$76 million since September 30, 20182021 when it was at $60.5approximately $113 million.  The backlog has continued to grow during the early part of 2019 and was $80.2 million at February 28, 2019. The Company expects to ship producta majority of its products to fulfill its existing backlog within the next twelve months.

Revenue Recognition and Long-Lived Assets

The information regarding revenue, and the basis for attributing revenue from external customers to individual countries, and long-lived assets is found in Note 4 “Revenue Recognition” and Note 20 “Long-Lived Assets” to our consolidated financial statements, which is hereby incorporated by reference into this Part I, Item 1.

Employees

As of December 31, 2018,2021, the Company had 619 full time514 full-time employees and 12 part-time employees. The Company has not experienced any work stoppages and anticipates continued good employee relations. Nineteen (19)Eighteen (18) of our employees are covered by collective bargaining agreements. Fifteen (15)Fourteen (14) of our employees at our Badger subsidiary are represented by International Union, UAWUnited Automobile, Aerospace, and Agricultural Implement Workers of America, (“UAW”) and its local No. 316. The current union contract expires on January 21, 2020.2023. Four (4) employees are currently represented by Automobile Mechanics’ Local 701. The union contract expires on September 30, 2020.2023. The employees represented by the Automobile Mechanics’ Local 701 are mechanics that work in our Equipment Distribution business.  A numberSeveral of our Equipment Distribution customers in the Chicago metropolitan area mandate usage of union mechanics usage for any service / service/repair jobs.

Governmental Regulation

The Company is subject to various governmental regulations, such as environmental regulations, employment and health regulations, and safety regulations. We have various internal controls and procedures designed to maintain compliance with these regulations. The cost of compliance programs is not material but is subject to additions to or changes in federal, state or local legislation or changes in regulatory implementation or interpretation of government regulations.

Available Information

The Company makes available free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through our Internet Website (www.manitexinternational.com) as soon as is reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). The SEC also maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information contained in or incorporated into our Internet Website or the SEC’s website is not incorporated by reference herein.

86


ITEM 1A.

RISKRISK FACTORS

YouThe reader should carefully consider the following risks, together with the cautionary statement under the caption “Forward-Looking Statements” and the other information included in this report. The risks described below represent all of the material risks currently known to us; however, they are not the only ones the Company faces. Additional risks that are currently unknown to the Company or that the Company currently considers to be immaterial may also impair its business or adversely affect the Company’s financial condition or results of operations. If any of the following risks actually occur, the Company’s business, financial condition or results of operation could be adversely affected.

Significant

Risks Relating to the Company’s Business and Operations

A future substantial deterioration in economic conditions, especially in the United States and Europe, has had and may again have negative effects onwould adversely impact the Company’s results of operations and cash flowsflows.

Significant deterioration in economic conditions, especially in the United States and Europe, has had and may again have negative effects on the Company’s results of operations and cash flows. Economic conditions affect the Company’s sales volumes, pricing levels and overall profitability. Demand for many of the Company’s products depends on end-use markets. Challenging economic conditions may reduce demand for our products and may also impair the ability of customers to pay for products they have purchased. As a result, the Company’s reserves for doubtful accounts and write-offs for accounts receivable may increase. Significant deterioration in economic conditions, especially in the United States and Europe, has had and may again have negative effects on the Company’s results of operations and cash flows.

A significant deterioration in economic conditions has caused and may again cause deterioration in the credit quality of our customers and the estimated residual value of our equipment. This could further negatively impact the ability of our customers to obtain the resources they need to make purchases of our equipment. Reduced credit availability will diminish our customers’ ability to invest in their businesses, refinance maturing debt obligations, and meet ongoing working capital needs. If customers do not have sufficient access to credit, demand for the Company’s products will likely decline. Reduced access to credit and the capital markets will also negatively affect the Company’s ability to invest in strategic growth initiatives such as acquisitions.

Certain

The COVID-19 pandemic has had, and is expected to continue to have, a negative impact on our business, financial condition, cash flows, results of operations and supply chain.

The COVID-19 pandemic resulted in national, state and local government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, border closings, restrictions on public gatherings, quarantining of people who may have been exposed to the virus, shelter-in-place restrictions, and limitations or shutdowns of business operations. These measures, some of which are continuing or being re-implemented in light of new variants of the virus, have impacted and may further impact our workforce and operations, the operations of our customers, and those of our dealers and suppliers. We have significant operations worldwide, including in the United States, Italy and Romania and each of these countries have been affected by the pandemic and have taken measures to try to contain it, resulting in disruptions at some of our manufacturing facilities and support operations. There is still uncertainty regarding the full impact and duration of such measures and potential future measures, and restrictions on our access to our facilities or on our support operations or workforce, or similar limitations for our customers, dealers and suppliers.

The COVID-19 pandemic has disrupted our supply chain and resulted in higher material costs as well as delays in scheduled shipments of our products. The COVID-19 pandemic has had, and is expected to continue to have, a negative impact on our business, financial condition, cash flows and results of operations, although the full extent is still uncertain. As the pandemic continues to evolve and new variants continue to emerge, the extent of the impact on our business, financial condition, cash flows and results of operations will depend on future developments, including, but not limited to, the continued duration of the pandemic, government actions to contain the virus and/or treat its impact, restrictions on travel, the duration, timing and severity of the impact on customer demand, and how quickly and to what extent normal economic and operating conditions can resume, all of which are still uncertain and cannot be predicted.

Our revenues and profitability are impacted by government spending and fluctuations in the construction industry.

Many of the Company’s products are significantly affectedcustomers depend substantially on government spending, including highway construction and maintenance and other infrastructure projects by the levelU.S. federal and state governments as well as foreign governments. Any decrease or delay in government funding of capital expenditures in the oilhighway construction and gas industrymaintenance and lower capital expenditures have affected and may continue to affect the results ofother infrastructure projects could cause the Company’s operations.revenues and profits to decrease.

The demand for our product in part depends on the condition of the oil and gas industry and, in particular, on the level of capital expenditures of companies engaged in the exploration, development, and production of oil and natural gas. Capital expenditures by these companies are influenced by the following factors:7


the oil and gas industry’s ability to economically justify placing discoveries of oil and gas reserves in production;

current and projected oil and gas prices;

the oil and gas industry’s need to clear all structures from the lease once the oil and gas reserves have been depleted;

weather events, such as major tropical storms;

the abilities of oil and gas companies to generate, access and deploy capital;

exploration, production and transportation costs;

the discovery rate of new oil and gas reserves;

the sale and expiration dates of oil and gas leases and concessions;

local and international political and economic conditions;

the ability or willingness of host country government entities to fund their budgetary commitments; and

technological advances.

Historically, prices of oil and natural gas and exploration, development and production have fluctuated substantially. A sustained period of substantially reduced capital expenditures by oil and gas companies will result in decreased demand for certain equipment produced by the Company, lower margins, and possibly net losses.  Additionally, oil and gas companies may sell excess equipment into the general construction market which could further depress demand for certain of products.

The Company’s level of indebtedness reduces our financial flexibility and meeting financial covenants required by our debt agreements could impede our ability to successfully operate.

As of December 31, 2018,2021, the Company’s total debt was $73$45.4 million, which includes:includes notes payable convertible debt and capitalfinance lease obligations.

9


Our level of debt affects our operations in several important ways, including the following:

a significant portion of our cash flow from operations is likely to be dedicated to the payment of the principal and interest on our indebtedness;

a significant portion of our cash flow from operations is likely to be dedicated to the payment of the principal and interest on our indebtedness;

our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions may be limited;

our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions may be limited;

we may be unable to refinance our indebtedness on terms acceptable to us or at all;

we may be unable to refinance our indebtedness on terms acceptable to us or at all;

our cash flow may be insufficient to meet our required principal and interest payments; and

our cash flow may be insufficient to meet our required principal and interest payments; and

we may be unable to obtain additional loans as a result of covenants and agreements with existing debt holders.

we may be unable to obtain additional loans as a result of covenants and agreements with existing debt holders.

The Company must comply with restrictive covenants in its outstanding debt agreements.

The Company’s existing debt agreements contain a number of significant covenants which may limit itsour ability to, among other things, borrow additional money, make capital expenditures, pay dividends, dispose of assets and acquire new businesses. These covenants also require the Company to meet certain financial and non-financial tests. In 2018 and 2017, the Company received waivers related to non-compliance with certain covenants and defaults under its U.S. credit facilities and its convertible notes.  The Company also restructured certain debt arrangements which restructuring cured the defaults caused by the failed covenant.  An additionalA default or other event of non-compliance, if not waived or otherwise permitted by the Company’s lenders, could result in acceleration of the Company’s debt and possibly bankruptcy.

The Company may requirebe unable to negotiate extensions of our credit agreements and to obtain additional funding, which may not be available on favorable termsdebt or at all.equity financing when needed.

Our future capital requirements will depend on the amount of cash generated or required by our current operations, as well as additional funds which may be needed to finance future acquisitions. Future cash needs are subject to substantial uncertainty.

We cannot guarantee that adequateAdequate funds willmay not be available when needed, and if we do not receive sufficient capital, we may be required to alter or reduce the scope of our operations or to forego making future acquisitions. If we raise additional funds by issuing equity securities, existing stockholders may be diluted.

If we fail to maintain an effective system of internal controls, we may not be able to accurately and timely report our financial results, which could negatively impact our business, investor confidence, and the price of our common stock.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, we previously did not maintain an effective control environment over information technology and general controls, based on the criteria established in the COSO framework, to enable identification and mitigation of risks of material accounting errors. We completed remediation measures related to the material weaknesses and concluded that our internal control over financial reporting was effective as of December 31, 2021. However, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain adequate. Accordingly, if we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures in the future, our ability to record, process, and report financial information accurately and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation, investigations, or penalties; negatively affect our liquidity, our access to capital markets, our ability to maintain compliance with covenants, any of which may require substantial management resources or cause our stock price to decline.

The Company’s business is affected by the cyclical nature of its markets.

A substantial portion of our revenues are attributed to a limited number of customers which may decrease or cease purchasing any time, since the Company’s products dependsdepend upon the general economic conditions of the markets in which the Company competes. The Company’s sales depend in part upon its customers’ replacement or repair cycles. Adverse economic conditions, including a decrease in commodity prices, may cause customers to forego or postpone new purchases in favor of repairing existing machinery. Downward economic cycles may result in reductions in sales of the Company’s products, which may reduce the Company’s profits. The Company has taken a number of steps to reduce its fixed costs and diversify its operations to decrease the negative impact of these cycles. There can be no assurance, however, that these steps will prevent the negative impact of poor economic conditions.

8


The Company’s business is sensitive to increases in interest rates.

The Company is exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing issuances of variable rate debt. Primary exposure includes movements in the U.S. prime rate, LIBOR and Italian short-term borrowing rates.

If interest rates rise, it becomes costlier for the Company’s customers to borrow money to pay for the equipment they buy from the Company. Should the U.S.United States Federal Reserve Board decide to increase rates, as it has indicated it intends to do in March 2022, prospects for business investment and manufacturing could deteriorate sufficiently and impact sales opportunities.

Our increasingly international operations expose us to additional risks and challenges associated with conducting business internationally.

The Company’sinternational expansion of our business is sensitivemay expose us to government spending.risks inherent in conducting foreign operations. These risks include:

challenges associated with managing geographically diverse operations, which require an effective organizational structure and appropriate business processes, procedures and controls;

the increased cost of doing business in foreign jurisdictions, including compliance with international and U.S. laws and regulations that apply to our international operations;

currency exchange and interest rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions, if we continue to do so in the future;

cash requirements to finance business growth;

potentially adverse tax consequences;

complexities and difficulties in obtaining protection and enforcing our intellectual property;

compliance with additional regulations and government authorities in a highly regulated business;

general economic and political conditions internationally; and

public health concerns, including the ongoing COVID-19 pandemic.

ManyAdditionally, changes to the United States’ participation in, withdrawal from, renegotiation of certain international trade agreements or other major trade related issues including the Company’s customers depend substantially on government spending, including highway constructionnon-renewal of expiring favorable tariffs granted to developing countries, tariff quotas, and maintenanceretaliatory tariffs, trade sanctions, new or onerous trade restrictions, embargoes and other infrastructure projects by U.S. federal and state governments and governments in other nations. Any decrease or delay instringent government funding of highway construction and maintenance and other infrastructure projects could cause the Company’s revenues and profits to decrease.

10


The Company’s revenues are attributed to limited number of customers which may decrease or cease purchasing any time.

The Company’s revenues are attributed to a limited number of customers. We generally do not have long-term supply agreements with our customers. Even if a multi-year contract exists, the customer is not required to commit to minimum purchases and can cease purchasing at any time. If we were to lose either a significant customer or several smaller customers our operating results and cash flows would be adversely impacted.

The Company is dependent upon third-party suppliers, making us vulnerable to supply shortages.

The Company obtains materials and manufactured components from third-party suppliers. Any delay in the ability of the Company’s suppliers to provide the Company with necessary materials and components may affect the Company’s capabilities at a number of our manufacturing locations, or may require the Company to seek alternative supply sources. Delays in obtaining supplies may result from a number of factors affecting the Company’s suppliers including capacity constraints, labor disputes, the impaired financial condition of a particular supplier, suppliers’ allocations to other purchasers, weather emergencies or acts of war or terrorism. Any delay in receiving supplies could impair the Company’s ability to deliver products to customers and, accordingly, could have a material adverse effect on business, results of operations and financial condition.

In addition, the Company purchases material and services from suppliers on extended terms based on the Company’s overall credit rating. Negative changes in the Company’s credit rating may impact suppliers’ willingness to extend terms and increase the cash requirements of the business.

Price increases in materials could affect our profitability.

We use large amounts of steel and other items in the manufacture of our products. In the past, market prices of some of our key raw materials increased significantly. If we experience future significant increases in material costs, including steel, we may not be able to reduce product cost in other areas or pass future raw material price increases on to our customers and our margins could be adversely affected.

We provide credit guarantees or residual value guarantees for some of our customers.

The Company’s customers, from time to time, may fund acquisitions of our products through third-party finance companies. In certain instances, the Company has in the past provided credit guarantees or residual value guarantees. With these guarantees, we must assess the probability of losses or non-performance in ways similar to the evaluation of accounts receivable. We establish reserves based upon our analysis of the current quality and financial position of our customers, past payment experience and collateral values. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer’s financial obligations to us. During periods of economic weakness, collateral underlying our guarantees of indebtedness of customers or receivables can decline sharply, thereby increasing our exposure to losses. In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate further or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. Historically, no losses related to guarantees have been realized; however, there can be no assurance that our historical experience with respect to guarantees will be indicative of future results.

The Company depends on its information technology systems. If its information technology systems do not perform in a satisfactory manner or if the security of them is breached, it could be disruptive and or adversely affect the operations and results of operations of the Company.

The Company depends on its information technology systems, some of which are managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers and other business partners), and to manage or support a variety of critical business processes and activities. If our information technology systems do not perform in a satisfactory manner, it could be disruptive and or adversely affect the operations and results of operations of the Company, including the ability of the Company to report accurate and timely financial results.  

11


Furthermore, our information technology systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. A failure of or breach in information technology security could expose us and our customers, distributors and suppliers to risks of misuse of information or systems, the compromise of confidential information, manipulation and destruction of data, defective products, production downtimes and operations disruptions. In addition, such breaches in security could result in litigation, regulatory action and potential liability, as well as the costs and operational consequences of implementing further data protection measures, each of whichcontrols could have a material adverse effect on our business, or results of operations and financial condition.

The reporting currency for our consolidated financial statements is the U.S. Dollar. Certain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries’ currencies, including the Euro, Chilean Peso, and Argentinean Peso. Those assets, liabilities, expenses, revenues and earnings are translated into U.S. Dollars at the applicable exchange rates to prepare our consolidated financial statements. Therefore, increases or decreases in exchange rates between the U.S. Dollar and those other currencies affect the value of those items as reflected in our consolidated financial statements, even if their value remains unchanged in their original currency. Such fluctuations in foreign currency rates relative to the U.S. Dollar caused a loss of approximately $0.5 million on our actual results.

The risks that the Company faces in its international operations may continue to intensify if the Company further develops and expands its international operations.

The Company may face limitations on its ability to integrate acquired businesses.businesses and manage anticipated growth and may be unable to effectively respond to technological change and implementing new systems.

The successful integration of new businessesbusiness depends on the Company’s ability to manage these new businesses and cut excess costs. While the Company believes it has successfully integrated these acquisitions to date, theThe Company cannot ensure that these acquired companies will operate profitably or that the intended beneficial effect from these acquisitions will be realized.

If the Company is unable to manage anticipated growth effectively, the business could be harmed.

If the Company fails to manage growth, the Company’s financial results and business prospects may be harmed. To manage the Company’s growth and to execute its business plan efficiently, the Company will need to institute, maintain and continue to improve operational, financial and management controls, as well as reporting systems and procedures. The Company also must effectively expand, train and manage its employee base. The Company cannot assure you that it willmay not be successful in any of these endeavors.

The Company relies on key management.

The Company relies on the management and leadership skills of David Langevin, Chairman and Chief Executive Officer. When Mr. Langevin joined the Company, he signed a three-year employment agreement with the Company which expired on December 31, 2008. Mr. Langevin’s employment agreement has been extended and now expires on December 31, 2019. Under the employment agreement, Mr. Langevin’s employment term automatically extends for successive periods of three years unless either the Company or Mr. Langevin gives written notice to the other party of non-renewal at least 90 days prior to the end of the then current employment term.  The loss of his services could have a significant and negative impact on the Company’s business. In addition, the Company relies on the management and leadership skills of other senior executives. The Company could be harmed by the loss of key personnel in the future.

The Company’s success depends upon the continued protection of its trademarks and the Company may be forced to incur substantial costs to maintain, defend, protect and enforce its intellectual property rights.

The Company’s registered and common law trademarks, as well as certain of the Company’s licensed trademarks, have significant value and are instrumental to the Company’s ability to market its products. The Company’s marks “Manitex”, “Badger”, “Sabre”, “Valla”, “PM” and “O&S” are important to the Company’s business as the majority of the Company’s products are sold under those names. The Company has not registered all of its trademarks in the United States nor in the foreign countries where it does business. Third parties could assert claims against such intellectual property that the Company could be unable to successfully resolve. If the Company has to change the names of any of its products, it may experience a loss of goodwill associated with its brand names, customer confusion and a loss of sales.

In addition, international protection of the Company’s intellectual property may not be available in some foreign countries to the same extent permitted by the laws of the United States. The Company could also incur substantial costs to defend legal actions relating to use of its intellectual property, which could have a material adverse effect on the Company’s business, results of operations or financial condition.

The Company may be required to record goodwill impairment charges on all or a significant amount of the goodwill on its Consolidated Balance Sheets.

As of December 31, 2018, the Company had approximately $36.3 million of goodwill. The Company tests goodwill for impairment at least annually. If the carrying value of goodwill exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment of a significant portion of goodwill could materially negatively affect the Company’s results of operations.

129


The Company may be unable to effectively respond to technological change, which could have a material adverse effect on the Company’s results of operations and business.

The markets served by the Company are not historically characterized by rapidly changing technology. Nevertheless, the Company’s future success will depend in part upon the Company’s ability to enhance its current products and to develop and introduce new products. If the Company fails to anticipate or respond adequately to competitors’ product improvements and new production introductions, future results of operations and financial condition will be negatively affected.

Some of our customers rely on financing with third parties to purchase our products.

We rely on sales of our products to generate cash from operations. Significant portions of our sales are financed by third-party finance companies on behalf of our customers. The availability and terms of financing by third parties are affected by general economic conditions, credit worthiness of our customers and estimated residual value of our equipment. Deterioration in credit quality of our customers or estimated residual value of our equipment, increases in interest rates or changes in the terms of third-party financing agreements could negatively impact the ability or willingness of our customers to obtain resources they need to purchase our equipment. There can be no assurance third-party finance companies will continue to extend credit to our customers.

The Company operates in a highly competitive industry and the Company is particularly subject to the risks of such competition.

The Company competes in a highly competitive industry and the competition which the Company encounters has an effect on its product prices, market share, revenues and profitability. Because certain competitors have substantially greater financial, production, research and development resources and substantially greater name recognition than the Company, the Company is particularly subject to the risks inherent in competing with them and may be put at a competitive disadvantage. To compete successfully, the Company’s products must excel in terms of quality, price, product line, ease of use, safety and comfort, and the Company must also provide excellent customer service. The greater financial resources of the Company’s competitors may put it at a competitive disadvantage. If competition in the Company’s industry intensifies or if the Company’s current competitors enhance their products or lower their prices for competing products, the Company may lose sales or be required to lower its prices. This may reduce revenue from the Company’s products and services, lower its gross margins or cause the Company to lose market share. The Company may not be able to differentiate ourits products from those of competitors, successfully develop or introduce less costly products, offer better performance than competitors or offer purchasers of our products payment and other commercial terms as favorable as those offered by competitors.

The Company is dependent upon third-party suppliers, making us vulnerable to supply shortages.

The Company obtains materials and manufactured components from third-party suppliers. Any delay in the ability of the Company’s suppliers to provide the Company with necessary materials and components may affect the Company’s capabilities at a number of its manufacturing locations, or may require the Company to seek alternative supply sources. Delays in obtaining supplies may result from a number of factors affecting the Company’s suppliers including capacity constraints, labor disputes, the impaired financial condition of a particular supplier, suppliers’ allocations to other purchasers, difficulties in obtaining raw materials, shipping delays or disruptions, public health emergencies, weather emergencies or acts of war or terrorism. Any delay in receiving supplies could impair the Company’s ability to deliver products to its customers and, accordingly, could have a material adverse effect on business, results of operations and financial condition.

In addition, the Company purchases materials and services from suppliers on extended terms based on the Company’s overall credit rating. Negative changes in the Company’s credit rating may impact suppliers’ willingness to extend terms and increase the cash requirements of the business.

Price increases in materials could reduce our profitability.

We use large amounts of steel and other items in the manufacture of our products. In the past, market prices of some of our key raw materials increased significantly. If we experience future significant increases in material costs, including steel, we may not be able to reduce product cost in other areas or pass raw material price increases on to our customers and our margins could be adversely affected.

The Company faces product liability claims and other liabilities due to the nature of its business.

In the Company’s lines of business numerous suits have been filed alleging damages for accidents that have occurred during the use or operation of the Company’s products. The Company is self-insured, up to certain limits, for these product liability exposures, as well as for certain exposures related to general, workers’ compensation and automobile liability. Insurance coverage is obtained for catastrophic losses as well as those risks required to be insured by law or contract. Any material liabilities not covered by insurance could have an adverse effect on the Company’s financial condition.

Our increasingly international operations expose us10


The Company’s success depends upon the continued protection of its trademarks and the Company may be forced to additional risksincur substantial costs to maintain, defend, protect and challengesenforce its intellectual property rights.

The Company’s registered and common law trademarks, as well as certain of the Company’s licensed trademarks, have significant value and are instrumental to the Company’s ability to market its products. The Company’s trademarks “Manitex”, “Badger”, “Valla”, “PM” and “O&S” are important to the Company’s business as the majority of the Company’s products are sold under those names. The Company has not registered all of its trademarks in the United States nor in the foreign countries where it does business. Third parties could assert claims against such intellectual property that the Company could be unable to successfully resolve. If the Company has to change the names of any of its products, it may experience a loss of goodwill associated with conductingits brand names, customer confusion and a loss of sales.

In addition, international protection of the Company’s intellectual property may not be available in some foreign countries to the same extent permitted by the laws of the United States. The Company could also incur substantial costs to defend legal actions relating to use of its intellectual property, which could have a material adverse effect on the Company’s business, internationally.results of operations or financial condition.

The international expansionCompany may be unable to access the capital markets to raise funds and provide liquidity when needed.

Our access to capital markets to raise funds through the sale of equity or debt securities is subject to various factors, including general economic and/or financial market conditions which are outside our business may expose uscontrol, as well as our historical and expected future financial performance and perceived credit worthiness. Significant changes in market liquidity conditions or our actual or perceived financial condition could impact access to risks inherent in conducting foreign operations. These risks include:

challengesfunding and associated funding costs, which could reduce our earnings and cash flows.

Compliance with managing geographically diverse operations, which require an effective organizational structure and appropriate business processes, procedures and controls;

the increased cost of doing business in foreign jurisdictions, including compliance with international and U.S.changing laws and regulations may increase our costs or reduce our business flexibility.

Our operations are subject to a number of potential risks. Such risks principally include:

trade protection measures and currency exchange controls;

labor unrest;

global and regional economic conditions;

political instability;

terrorist activities and the U.S. and international response thereto;

restrictions on the transfer of funds into or out of a country;

export duties and quotas;

domestic and foreign customs and tariffs;

current and changing regulatory environments;

difficulties protecting our intellectual property;

transportation delays and interruptions;

difficulty in obtaining distribution support;

natural disasters; and

current and changing tax laws.

The Company must comply with all applicable laws, including the Foreign Corrupt Practices Act (“FCPA”) and other laws that applyprohibit engaging in corruption for the purpose of obtaining or retaining business. These anti-corruption laws prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage regardless of whether those practices are legal or culturally expected in a particular jurisdiction. Our global activities and distribution model are subject to risk of corruption by our employees and in addition, our sales agents, distributors, dealers and other third parties that transact Manitex business particularly because these parties are generally not subject to our international operations;control.

currency exchangeThe Company’s revenues are attributed to limited number of customers which may decrease or cease purchasing any time.

The Company’s revenues are attributed to a limited number of customers. We generally do not have long-term supply agreements with our customers. Even if a multi-year contract exists, the customer is not required to commit to minimum purchases and interest rate fluctuationscan cease

11


purchasing at any time. If we were to lose either a significant customer or several smaller customers our operating results and the resulting effectcash flows would be adversely impacted.

The Company depends on our revenue and expenses, and the cost and risk of entering into hedging transactions, if we continue toits information technology systems. If its information technology systems do so in the future;

potentially adverse tax consequences;

complexities and difficulties in obtaining protection and enforcing our intellectual property;

compliance with additional regulations and government authoritiesnot perform in a highly regulated business;satisfactory manner or if the security of them is breached, it could be disruptive and

general economic or adversely affect the operations and political conditions internationally. results of operations of the Company.

Additionally, changesThe Company depends on its information technology systems, some of which are managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers and other business partners), and to manage or support a variety of critical business processes and activities. If our information technology systems do not perform in a satisfactory manner, it could be disruptive and or adversely affect the United States’ participation in, withdrawal from, renegotiationoperations and results of certain international trade agreementsoperations of the Company, including the ability of the Company to report accurate and timely financial results.  

Furthermore, our information technology systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other major trade related issues including the non-renewal of expiring favorable tariffs granted to developing countries, tariff quotas,unforeseen events, and retaliatory tariffs (including, but not limited to, the current United States administration’s tariffs on China and China's retaliatory tariffs on certain products from the United States), trade sanctions, new or onerous trade restrictions, embargoesin any such circumstances our system redundancy and other stringent government controlsdisaster recovery planning may be ineffective or inadequate. A failure of or breach in information technology security could expose us and our customers, distributors and suppliers to risks of misuse of information or systems, the compromise of confidential information, manipulation and destruction of data, defective products, production downtimes and operations disruptions. In addition, such breaches in security could result in litigation, regulatory action and potential liability, as well as the costs and operational consequences of implementing further data protection measures, each of which could have a material adverse effect on our business or results of operations and financial condition.

The risks that the Company faces in its international operations may continue to intensify if the Company further develops and expands its international operations.

13


The Company is subjectrelies on key management.

The Company relies on the management and leadership skills of Steve Filipov, its Chief Executive Officer. Mr. Filipov entered into an employment agreement commencing on September 1, 2019. Under the employment agreement, Mr. Filipov’s employment term automatically extends for successive periods of three years unless either the Company or Mr. Filipov gives written notice to currency fluctuations.

Changes in exchange rates between various currenciesthe other party of non-renewal at least 90 days prior to the end of the then current employment term.  The loss of his services could have had,a significant and will continue to have, annegative impact on our earnings. We regularly evaluate opportunities for,the Company’s business. In addition, the Company relies on the management and at times engage in, hedging activities to mitigate the impact that changes in exchange rates for various currencies may have on our financial results. Our hedging activities are designed to reduce and delay, but not to eliminate, the effectsleadership skills of foreign currency fluctuations. Factors that could affect the effectiveness of our hedging activities include volatility of currency markets, and the availability of effective hedging instruments. Since the hedging activities are designed to reduce volatility, they may have the effect of reducing both the negative and positive impacts that changes in exchange rates may have.  Our future financial resultsother senior executives. The Company could be significantly affectedharmed by the loss of key personnel in the future.

The Company may be required to record goodwill, other intangibles and fixed assets impairment charges on all or a significant amount of the goodwill, other intangibles and fixed assets on its Consolidated Balance Sheets.

As of December 31, 2021, the Company recognized approximately $2.1 million of impairment charges in goodwill, other intangibles and fixed assets. The Company tests goodwill and other intangibles for impairment at least annually. If the carrying value of goodwill or other intangibles exceeds the implied fair value of the U.S. dollar versusgoodwill or intangibles, an impairment charge is recorded for the native currenciesexcess, as occurred in 2021. An impairment of our subsidiaries (primarilya significant portion of goodwill could materially negatively affect the Euro) as well as the native currencies of foreign subsidiaries and other currencies in which they conduct business.   The degree to which our financial results are affected for any given time period will depend in part upon our hedging activities. There can be no assurance that our hedging activities will have the desired beneficial impact on our financial condition orCompany’s results of operations. Moreover, no hedging activity can completely insulate us from the risks associated with changes in currency exchange rates. We currently have exposure to changes in exchange rates for a number of currencies including the Euro, the Chilean peso and the Argentinean peso.

Risks Relating to ourOur Common Stock

The Company’s principal shareholders, executive officers and directors hold a significant percentage of the Company’s common stock, and these shareholders may take actions that may be adverse to your interests.

The Company’s principal shareholders, executive officers and directors beneficially own, in the aggregate, approximately 27%39% of the Company’s common stock as of February 18, 2019.January 25, 2022. As a result, these shareholders, acting together, will be able to significantly influence all matters requiring shareholder approval, including the election and removal of directors and approval of significant corporate transactions such as mergers, consolidations, sales and purchases of assets. They also could dictate the management of the Company’s business and affairs. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control or impeding a merger or consolidation, takeover or other business combination, even if smaller shareholders support such a transaction, which could cause the market price of our common stock to fall or prevent yousmaller shareholders from receiving a premium in such a transaction.

12


Provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, Amended and Restated Bylaws, and Rights Agreement may discourage or prevent a takeover of the Company.

Provisions of the Company’s Articles of Incorporation and Amended and Restated Bylaws, Michigan law, and the Rights Agreement, as amended, between the Company and Broadridge Corporate Issuer Solution, Inc., as rights agent, could make it more difficult for a third-party to acquire the Company, even if doing so would be perceived to be beneficial to you. These provisions could discourage potential takeover attempts and could adversely affect the market price of the Company’s shares. Because of these provisions, you might not be able to receive a premium on your investment. These provisions:

authorize the Company’s Board of Directors, with approval by a majority of its independent directors but without requiring shareholder consent, to issue shares of “blank check” preferred stock that could be issued by the Company’s Board of Directors to significantly dilute the ownership percentage of existing shareholders and prevent a takeover attempt;

limit our shareholders’ ability to call a special meeting of the Company’s shareholders;

limit the Company’s shareholders’ ability to amend, alter or repeal the Company bylaws; and

restrict business combinations with certain shareholders.

The provisions described above could prevent, delay or defer a change in control of the Company or its management.

General Risk Factors

The trading price of our common stock is highly volatile.

The trading price of the Company’s common stock is highly volatile and could be subject to wide fluctuations in price in response to various factors, many of which are beyond the Company’s control, including:

the degree to which the Company successfully implements its business strategy;

actual or anticipated variations in quarterly or annual operating results;

changes in recommendations by the investment community or in their estimates of the Company’s revenues or operating results;

failure to meet expectations of industry analysts;

speculation in the press or investment community;

strategic actions by the Company’s competitors;

announcements of technological innovations or new products by the Company or its competitors;

changes in business conditions affecting the Company and its customers; and

potential to be delisted.

In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been brought against companies. If a securities class action suit is filed against us, whether or not meritorious, we would incur substantial legal fees and our management’s attention and resources would be diverted from operating our business in order to respond to the litigation.

The cost of compliance with Section 404 of the Sarbanes-Oxley Act of 2002 may negatively impact the Company’s income.

The Company is subject to the rules and regulations of the SEC, including those rules and regulations mandated by the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires all reporting companies to include in their annual report a statement of management’s responsibilities for establishing and maintaining adequate internal control over financial reporting, together with an assessment of the effectiveness of those internal controls. Section 404 further requires that the reporting company’s independent auditors attest to, and report on, this management assessment. The Company expects its expenses related to its internal and external auditors to be significant. If we fail to maintain a system of adequate controls, it could have an adverse effect on our business and stock price.

The price of our common stock is highly volatile.

The trading price of the Company’s common stock is highly volatile and could be subject to wide fluctuations in price in response to various factors, many of which are beyond the Company’s control, including:

the degree to which the Company successfully implements its business strategy;

actual or anticipated variations in quarterly or annual operating results;

changes in recommendations by the investment community or in their estimates of the Company’s revenues or operating results;

failure to meet expectations of industry analysts;

speculation in the press or investment community;

strategic actions by the Company’s competitors;

announcements of technological innovations or new products by the Company or competitors;

changes in business conditions affecting the Company and its customers; and

potential to be delisted.

In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been brought against companies. If a securities class action suit is filed against us, whether or not meritorious, we would incur substantial legal fees and our management’s attention and resources would be diverted from operating our business in order to respond to the litigation.

14


Provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, Amended and Restated Bylaws, and Rights Agreement may discourage or prevent a takeover of the Company.

Provisions of the Company’s Articles of Incorporation and Amended and Restated Bylaws, Michigan law, and the Rights Agreement, dated October 17, 2008, between the Company and Broadridge Corporate Issuer Solution, Inc., as rights agent, could make it more difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial to you. These provisions could discourage potential takeover attempts and could adversely affect the market price of the Company’s shares. Because of these provisions, you might not be able to receive a premium on your investment. These provisions:

authorize the Company’s Board of Directors, with approval by a majority of its independent Directors but without requiring shareholder consent, to issue shares of “blank check” preferred stock that could be issued by the Company’s Board of Directors to increase the number of outstanding shares and prevent a takeover attempt;

limit our shareholders’ ability to call a special meeting of the Company’s shareholders;

limit the Company’s shareholders’ ability to amend, alter or repeal the Company bylaws;

may result in the issuance of preferred stock, which would significantly dilute the stock ownership percentage of certain shareholders and make it more difficult for a third party to acquire a majority of the Company’s outstanding voting stock; and

restrict business combinations with certain shareholders.

The provisions described above could prevent, delay or defer a change in control of the Company or its management.

The restatement of our previously issued financial statements was time-consuming and expensive and could expose us to additional risks that could have a negative effect on our Company.

We restated our previously issued audited financial statements for the year ended December 31, 2016 as well as the unaudited quarterly financial information included in our Annual Report on Form 10-K for the year ended December 31, 2016, the unaudited financial statements for the quarter ended March 31, 2017 included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and the unaudited financial statements for the six-month period ended June 30, 2017 included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.  In addition, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and our Annual Report on Form 10-K for the year ended December 31, 2017 were not filed in a timely manner.  The restatement process was time consuming and expensive and, along with the failure to make certain filings with the SEC in a timely manner, could expose us to additional risks that could have a negative effect on our Company.  In particular, we had incurred substantial unanticipated expenses and costs, including audit, legal and other professional fees, in connection with the restatement of our previously issued financial statements and the ongoing remediation of material weaknesses in our internal control over financial reporting. Certain remediation actions had been recommended and we are in the process of implementing them (see Item 9A "Controls and Procedures" of this Form 10-K for a description of these remediation measures). To the extent these steps are not successful, we could be forced to incur additional time and expense. Our management’s attention had also been diverted from the operation of our business in connection with the restatement and these ongoing remediation efforts. In addition, as a result of these restatements and failure to timely make certain filings with the SEC, we could be subject to governmental, regulatory or other actions. Any such proceedings could, regardless of the outcome, consume a significant amount of management’s time and attention and could result in additional legal, accounting and other costs and liabilities.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

The Company continues to comply with the SEC investigation regarding the Company’s restatement of prior financial statements, which was completed in April 2018.None

13


ITEM 2.

PROPERTIES

The Company’s executive offices are located at 9725 Industrial Drive, Bridgeview, Illinois 60455. The Company has sevensix principal operating plants. The Company’s Lifting Equipment business operates from the facilities described in this paragraph. The Company builds boom trucks and sign cranes in its 188,000 sq. ft. leased facility located in Georgetown, Texas. The Company manufactures its knuckle boom cranes in two owned facilities, the 542,000 sq. ft. plant located in S. Cesario sul Panaro, Italy and the 213,000 sq. ft. facility located in Arad, Romania.  The Romania facility also produces sub-assemblies that are incorporated into PM products manufactured in Italy.  The Company manufactures its precision pick and carry cranes in a 58,000 sq. ft. facility located in Piacenza, Italy. The Company buildshad previously built specialized rough terrain cranes and material handling product in its 170,000 sq. ft. owned facility located in Winona, Minnesota.  The Company builds its specialized mobile tanks for liquid and solid storage and containment solutions in its 100,000 sq. ft. leased facility located in Knox, Indiana.Minnesota through January 2022.

15


The Company operates its crane distribution business from a 39,000 sq. ft. leased facility located in Bridgeview, Illinois.  The Bridgeview facility also houses our corporate offices.

All our facilities are used exclusively by the Company. The Company believes that its facilities are suitable for its business and will be adequate to meet our current needs.

ITEM 3.

The Company is involvedinformation set forth in various legal proceedings, including product liabilityNote 21 (Legal Proceedings and workers’ compensation matters which have arisen in the normal course of operations. The Company has product liability insurance with self-insurance retention that ranges from $50 thousand to $0.5 million. The Company has a $250 thousand per claim deductible on worker compensation claims and aggregates of $1.0 million to $1.9 million depending on the policy year.  Certain cases are at a preliminary stage and it is not possible to estimate the amount or timing of any costOther Contingencies) to the Company. However, the Company does not believe that these contingencies,accompanying Condensed Consolidated Financial Statements included in the aggregate, will have a material adverse effectPart II.  Item 8 “Financial Statements” on the Company. Reserves have been established for several liability cases related to PM acquisitions. When itForm 10-K is probable that a loss has been incurred and possible to make a reasonable estimate of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate or the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur.incorporated herein by reference.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicableapplicable.

1614


PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for the Company’s Common Stock

The Company’s common stock is listed on The NASDAQ Capital Market trading under the symbol MNTX.

 

Number of Common Stockholders

As of February 27, 2019,3, 2022, there were 155162 record holders of the Company’s common stock.

Dividends

During the fiscal years ended December 31, 2018, 20172021 and 2016,2020, the Company did not declare or pay any cash dividends on its common stock and the Company does not intend to pay any cash dividends in the foreseeable future. Furthermore, the terms of our credit facility do not allow us to declare or pay dividends without the prior written consent of the lender.

Performance Graph

The following stock performance graph is intended to show our stock performance compared with that of comparable companies. The stock performance graph shows the change in market value of ten thousand dollars invested in our Common Stock, the Russell 2000 Index and a peer group of comparable companies (“Peer Group”) for the five-year period commencing December 31, 2013 through December 31, 2018. The cumulative total stockholder return of the peer group and Russell 2000 Index assumes dividends are reinvested. The stockholder return shown on the graph below is not indicative of future performance. The companies in the Peer Group are weighted by market capitalization.

The Peer Group consists of the following companies, which are in similar lines of business to Manitex International Inc. Lindsay Corporation (LNN), Gencor Industries Inc. (GENC), Astec Industries, Inc. (ASTE), Columbus McKinnon Corporation (CMCO) and Alamo Group, Inc. (ALG). The companies in the Peer Group generally have market capitalizations that are significantly greater than the Company’s market capitalization. It was necessary to select companies with higher market capitalizations to find companies with similar lines of business. Our competitors are most often either small privately-owned companies with a narrow product line or a segment of a very large company. In selecting our Peer Group, we intentionally excluded the companies that had the largest market capitalization even when their product lines were similar to ours.

17


CUMULATIVE TOTAL RETURN

Based upon an initial investment of $10,000 on December 31, 2013

with dividends reinvested

Issuer Purchases of Equity Securities

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

Manitex International, Inc.

 

$

10,000

 

 

$

8,004

 

 

$

3,747

 

 

$

4,320

 

 

$

6,045

 

 

$

3,577

 

Russell 2000 Index

 

$

10,000

 

 

$

10,353

 

 

$

9,762

 

 

$

11,663

 

 

$

13,196

 

 

$

11,628

 

Construction Equipment (5 stocks)

 

$

10,000

 

 

$

16,564

 

 

$

15,211

 

 

$

22,911

 

 

$

29,012

 

 

$

21,435

 

 

The following table provides information about the Company’s purchases of equity securities during the quarteryear ended December 31, 2018:2021:

 

Period

 

Total number

of shares

purchased (1)

 

 

Average price

paid per

share

 

 

Total number

of shares

purchased as

part of publicly

announced

plans or programs

 

 

Maximum number

or approximate

dollar value of

shares that may

yet be purchased

under the

plans or programs

 

October 1 through October 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

November 1 through November 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

December 1 through December 31, 2018

 

 

2,651

 

 

$

6.60

 

 

 

 

 

 

 

Total

 

 

2,651

 

 

$

6.60

 

 

 

 

 

 

 

Period

 

Total

number

of shares

purchased (1)

 

 

Average

price

paid per

share

 

 

Total number

of shares

purchased as

part of publicly

announced

plans or programs

 

 

Maximum number

or approximate

dollar value of

shares that may

yet be purchased

under the

plans or programs

 

January 1— January 31, 2021

 

 

 

 

$

 

 

 

 

 

 

 

February 1—February 28, 2021

 

 

 

 

 

 

 

 

 

 

 

 

March 1—March 31, 2021

 

 

6,183

 

 

 

7.84

 

 

 

 

 

 

 

April 1—April 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

May 1—May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

June 1—June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

July 1—July 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

August 1—August 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

September 1—September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

October 1 through October 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

November 1 through November 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

December 1 through December 31, 2021

 

 

1,124

 

 

 

6.99

 

 

 

 

 

 

 

Total

 

 

7,307

 

 

$

7.71

 

 

 

 

 

 

 

 

(1)

The Company purchased and cancelled 2,6517,307 shares of its common stock on December 31, 2018.stock. The shares were purchased from employees on December 14, 2018throughout the year at thean average market closing price of $6.60 on that date.$7.71. The employees used the proceeds from the sale of shares to satisfy their withholding tax obligations that arose when restricted shares vested on that date.

18


ITEM 6.

SELECTED FINANCIAL DATA[RESERVED]

The following selected financial data should be read in conjunction with our financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.15

The Company’s results include the results for companies acquired from their respective effective dates of acquisition: December 16, 2014 for Lift Ventures, December 20, 2014 for ASV, January 15, 2015 for the PM Group and March 12, 2015 for Columbia Tanks.

The below financial data reflects the following entities as discontinued operations from 2014 through the year in which the entity was disposed:  2015 for Load King, and 2016 for Liftking, and CVS.  In addition, the data for the years 2014 to 2017 presents ASV as a discontinued operation.

(In thousands except share information)


 

 

 

2018

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

Summary of Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

242,107

 

 

$

213,112

 

 

$

173,197

 

 

$

202,747

 

 

$

174,738

 

Operating (loss) income

 

 

(235

)

 

 

(265

)

 

 

(9,974

)

 

 

(288

)

 

 

13,058

 

Net (loss) income from continuing operations

 

 

(13,177

)

 

 

(7,067

)

 

 

(23,189

)

 

 

(5,325

)

 

 

7,261

 

Net (loss) income from continuing operations

   attributable to shareholders of Manitex

   International, Inc.

 

$

(13,177

)

 

$

(7,067

)

 

$

(23,189

)

 

$

(5,325

)

 

$

7,261

 

(Loss) earnings per share from continuing operations

   attributable to shareholders of Manitex International, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.72

)

 

$

(0.43

)

 

$

(1.44

)

 

$

(0.33

)

 

$

0.52

 

Diluted

 

$

(0.72

)

 

$

(0.43

)

 

$

(1.44

)

 

$

(0.33

)

 

$

0.52

 

Shares used to calculate earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

 

 

15,970,074

 

 

 

13,858,189

 

Diluted

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

 

 

15,970,074

 

 

 

13,904,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

217,249

 

 

$

225,188

 

 

$

326,954

 

 

$

401,423

 

 

$

314,267

 

Total debt for continuing operations

 

$

73,011

 

 

$

95,253

 

 

$

106,295

 

 

$

109,437

 

 

$

46,389

 

Total shareholders' equity attributed to shareholders of

   Manitex International, Inc.

 

$

88,004

 

 

$

70,845

 

 

$

72,465

 

 

$

107,012

 

 

$

120,391

 

19


ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Developments

Impact of COVID-19

During 2020, the COVID-19 pandemic significantly impacted demand for the Company’s products. While these impacts subsided in 2021, the Company experienced, and is still experiencing, supply chain and logistic constraints that negatively impacted its ability to manufacture and ship products.

Business Overview

The following management’s discussion and analysis of financial condition and results of continuing operations should be read in conjunction with the Company’s financial statements and notes, and other information included elsewhere in this Report.

FORWARD-LOOKING STATEMENTS

When reading this section of this Annual Report on Form 10-K, it is important that you also read the financial statements and related notes thereto. This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report on Form 10-K, other than statements that are purely historical, are forward-looking statements and are based upon management’s present expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K include, without limitation:  projections of revenue, earnings, capital structure and other financial items, statements of our plans and objectives, statements regarding the capabilities and capacities of our business operations,  statements of expected future economic conditions and the effect on us and on our customers, expected benefits of our cost reduction measures, and  assumptions underlying statements regarding us or our business. Our actual results may differ from information contained in these forward-looking statements for many reasons, including those described below and in the section entitled “Item 1A. Risk Factors”:See “Forward-Looking Statements”.  

 

(1)

a future substantial deterioration in economic conditions, especially in the United States and Europe;

(2)

government spending; fluctuations in the construction industry, and capital expenditures in the oil and gas industry;

(3)

our level of indebtedness and our ability to meet financial covenants required by our debt agreements;

(4)

our ability to negotiate extensions of our credit agreements and to obtain additional debt or equity financing when needed;

(5)

the impact that the restatement of our previously issued financial statements could have on our business reputation and relations with our customers and suppliers;

(6)

the cyclical nature of the markets we operate in;

(7)

increase in interest rates;

(8)

Our increasingly international operations expose us to additional risks and challenges associated with conducting business internationally;

(9)

difficulties in implementing new systems, integrating acquired businesses, managing anticipated growth, and responding to technological change;

(10)

our customers’ diminished liquidity and credit availability;

(11)

the performance of our competitors;

(12)

shortages in supplies and raw materials or the increase in costs of materials;

(13)

potential losses under residual value guarantees,

(14)

product liability claims, intellectual property claims, and other liabilities;

(15)

the volatility of our stock price;

(16)

future sales of our common stock;

(17)

the willingness of our stockholders and directors to approve mergers, acquisitions, and other business transactions;

(18)

currency transaction (foreign exchange) risks and the risk related to forward currency contracts;

(19)

compliance with changing laws and regulations;

(20)

certain provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, as amended, Amended and Restated Bylaws, and the Company’s Preferred Stock Purchase Rights may discourage or prevent a change in control of the Company;

(21)

a substantial portion of our revenues are attributed to limited number of customers which may decrease or cease purchasing any time;

(22)

a disruption or breach in our information technology systems;

(23)

our reliance on the management and leadership skills of our senior executives;

20


(24)

the cost of compliance with Section 404 of the Sarbanes-Oxley Act of 2002;

(25)

Impairment in the carrying value of goodwill could negatively affect our operating results;

(26)

potential negative effects related to the SEC investigation into our Company; and

(27)

other factors.

The risks described in this Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. All forward-looking statements are made only as of the date hereof. We do not undertake, and expressly disclaim, any obligation to update this forward-looking information, except as required under applicable law.

OVERVIEW

The Company is a leading provider of engineered lifting solutions. The Company reports in a single business segment and has five operating segments.  The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries.

Manitex, Inc. (“Manitex”) markets a comprehensive line of boom trucks, truck cranes and sign cranes. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including roads, bridges and commercial construction.

Badger Equipment Company (“Badger”) is a manufacturer of specialized rough terrain cranes and material handling products. Badger primarily serves the needs of the construction, municipality and railroad industries.

PM Oil and Steel S.p.A. (“PM”), formerly known as PM Group S.p.A., is a leading Italian manufacturer of truck-mounted hydraulic knuckle boom cranes with a 50-year history of technology and innovation, and a product range spanning more than 50 models. Its largest subsidiary, Oil & Steel (“O&S”), is a manufacturer of truck-mounted aerial platforms with a diverse product line and an international client base.

Valla product line of industrial cranes is a full range of precision pick and carry cranes using electric, diesel, and hybrid power options. Its cranes offer wheeled or tracked, and fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. These products are sold internationally through dealers and into the rental distribution channel.

Manitex Sabre, Inc. (“Sabre”), which is located in Knox, Indiana, manufactures a comprehensive line of specialized mobile tanks for liquid and solid storage and containment solutions with capacities from 8,000 to 21,000 gallons. Its mobile tanks are sold to specialized independent tank rental companies and through the Company’s existing dealer network. The tanks are used in a variety of end markets such as petrochemical, waste management and oil and gas drilling.  

Crane and Machinery, Inc. (“C&M”) is a distributor of the Company’s products as well as Terex Corporation’s (“Terex”) rough terrain and truck cranes.  Crane and Machinery Leasing, Inc. (“C&M Leasing”) rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.  Although C&M is a distributor of Terex rough terrain and truck cranes, C&M’s primary business is the distribution of products manufactured by the Company.  

Consolidated Variable Interest Entity

Even though it had no ownership interest in SVW Crane & Equipment Company (together with its wholly owned subsidiary, Rental Consulting Service Company, “SVW”), the Company had the power to direct the activities that most significantly impact SVW’s economic performance. Additionally, the Company was the primary beneficiary of the SVW relationship. SVW obtained third party financing, which was effectively guaranteed by the Company, on specific cranes the Company manufactured and remitted the loan proceeds to the Company. Other than its business transactions described herein, SVW had no other substantial business operations. The Company had determined that SVW is a Variable Interest Entity (“VIE”) that under current accounting guidance needed to be consolidated in the Company’s financial results. SVW was consolidated into the Company’s financial results beginning in the first quarter of 2016 through the fourth quarter of 2017.  By December 31, 2017, SVW had ceased operations and is therefore not a consolidated VIE after December 31, 2017.

Income and losses related to VIE’s are typically shown in a company’s financial statements as being attributed to a non-controlling interest.  Other than its transactions between SVW and the Company, SVW had no other substantial business operations.  Furthermore, the Company exercised control and absorbed all losses and received all the income from SVW operations.  Therefore, the Company has concluded that income and losses related to the VIE are attributable to the Shareholders of the Company.

21


Economic Conditions

In 2016, we noted that the selloff by energy companies of excess equipment that began in 2015 continued through much of the year. This selloff dampened demand for new equipment in both the energy market and the other markets we serve with our boom trucks.  We did note that oil prices did begin to increase and by the beginning of June 2016 were approaching $50 per barrel.  Additionally, the oil rig count began to increase again and by year end totaled 525 oil rigs. Late in the year, orders received began to increase and included orders for a number of cranes in a multitude of markets that the Company serves.   The Company continues to aggressively pursue multiple markets including the tree, utility, general construction and energy markets.

In 2017, Oil prices remained relatively stable through the first nine months of the year, before the prices began to strengthen considerably during the fourth quarter of the year.  Oil prices at the end of 2017 topped $61 per barrel.  The oil rig count declined during the first half of the year to 431 before rebounding to 658 by the end of 2017.  In early 2018, the oil rig count continued to increase and at the end of March 2018 increased to over 800.  The sell-off of used equipment continued through most of the year but the effects diminished throughout the year.  The market for boom trucks continued to improve throughout the year but remained below normal levels.  Orders, however, increased significantly in the fourth quarter of 2017 and going into 2018 demand for boom trucks continued to increase.

The market for PM knuckle boom cranes was not significantly affected by decrease in oil prices.  The markets for these products have been more stable.  The North American market for knuckle boom cranes is growing. PM currently has a small share of the market for knuckle boom cranes in North America. The Company has started to manufacture knuckle boom cranes on a limited basis in the United States and is marketing them through the Company’s current distribution channels. The Company currently has a strong presence in North America for its boom trucks. The Company believes that it can significantly increase the Company’s share for knuckle boom cranes in North America. The Company believes this is an immediate opportunity that will continue to grow over time.

In 2017, the demand for knuckle boom cranes was up modestly in all the markets that PM sells into except for the Middle East.  The demand from the Middle East market was consistent with the prior year but remains significantly depressed.  In 2017, Western and North Europe were PM’s largest markets. Although there was growth in the other PM markets, the demand from such other markets has not returned to levels achieved in the past.    

During 2018, demand for boom trucks continued to be significantly above 2017 levels with industry shipments increasing 19% versus 2017. The general economic environment in the United States during 2018 was favorable. During 2018, the United States economy was strong, oil prices strengthened, and U.S. oil rig count increased to 1,083 at December 28, 2018 from 929 at December 31, 2017. The Company currently expects the favorable environment that it is currently operating to continue through 2019.  

During 2018, the demand for knuckle boom cranes was steady in all the markets that PM sells into except for some markets in Latin America where local currency turbulence with strong devaluations towards the Euro and US dollar affected the local demand.  The demand from the Middle East market was consistent with 2017 but remained significantly slow.  During 2018, demand from Western and Northern Europe, PM’s largest markets, remained at a solid level. Although there was light growth in the other PM markets, the demand from such other markets was still lower than the levels achieved in the past. PM’s markets appeared to be stable or growing moving into 2019.

Factors Affecting Revenues and Gross Profit

The Company derives most of its revenue from purchase orders from dealers and distributors. The demand for the Company’s products depends upon the general economic conditions of the markets in which the Company competes. The Company’s sales depend in part upon its customers’ replacement or repair cycles. Adverse economic conditions, including a decrease in commodity prices, may cause customers to forego or postpone new purchases in favor of repairing existing machinery.

Gross profit varies from period to period. Factors that affect gross profit include product mix, production levels and cost of raw materials. Margins tend to increase when production is skewed towards larger capacity cranes.

22


The following table sets forth certain financial data for the three years ended December 31, 2018, 20172021, and 2016:2020:

Results of Consolidated Operations

MANITEX INTERNATIONAL, INC.

(In thousands, except share data)thousands)

 

 

 

For the Year Ended

 

 

For the Year Ended

 

 

For the Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Net revenues

 

$

242,107

 

 

$

213,112

 

 

$

173,197

 

Cost of sales

 

 

198,060

 

 

 

176,266

 

 

 

143,260

 

Gross profit

 

 

44,047

 

 

 

36,846

 

 

 

29,937

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development costs

 

 

2,839

 

 

 

2,564

 

 

 

2,939

 

Selling, general and administrative expenses

 

 

35,707

 

 

 

34,547

 

 

 

36,972

 

Impairment of intangibles

 

 

5,736

 

 

 

 

 

 

 

Total operating expenses

 

 

44,282

 

 

 

37,111

 

 

 

39,911

 

Operating loss

 

 

(235

)

 

 

(265

)

 

 

(9,974

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(5,508

)

 

 

(6,498

)

 

 

(6,390

)

Interest expense related to write off of debt

   issuance costs

 

 

 

 

 

 

 

 

(1,439

)

Interest income

 

 

168

 

 

 

 

 

 

 

Changes in fair value of securities held

 

 

(5,494

)

 

 

 

 

 

 

Foreign currency transaction loss

 

 

(814

)

 

 

(1,149

)

 

 

(1,115

)

Other (loss) income

 

 

(374

)

 

 

367

 

 

 

915

 

Total other expense

 

 

(12,022

)

 

 

(7,280

)

 

 

(8,029

)

Loss before income taxes and loss in

   non-marketable equity interest from

   continuing operations

 

 

(12,257

)

 

 

(7,545

)

 

 

(18,003

)

Income tax expense (benefit) from continuing

   operations

 

 

511

 

 

 

(118

)

 

 

(566

)

(Loss) income in non-marketable equity interest,

   net of taxes

 

 

(409

)

 

 

360

 

 

 

(5,752

)

Loss from continuing operations

 

 

(13,177

)

 

 

(7,067

)

 

 

(23,189

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of

   income tax (benefit) expense of ($23) and

   $37,in 2017 and 2016, respectively

 

 

 

 

 

(737

)

 

 

(14,478

)

Net loss

 

$

(13,177

)

 

$

(7,804

)

 

$

(37,667

)

(Income) loss attributable to noncontrolling interest

 

 

 

 

 

(274

)

 

 

574

 

Loss attributable to shareholders

   of Manitex International, Inc.

 

$

(13,177

)

 

$

(8,078

)

 

$

(37,093

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

$ Change

 

 

% Change

 

Net revenues

 

$

211,539

 

 

$

167,498

 

 

$

44,041

 

 

 

26.29

%

Cost of sales

 

 

175,377

 

 

 

136,632

 

 

 

38,745

 

 

 

28.36

 

Cost of sales - inventory write-down

 

 

3,226

 

 

 

 

 

 

3,226

 

 

 

(100.00

)

Gross profit

 

 

32,936

 

 

 

30,866

 

 

 

2,070

 

 

 

6.71

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development costs

 

 

3,332

 

 

 

3,227

 

 

 

105

 

 

 

3.26

 

Selling, general and administrative expenses

 

 

31,948

 

 

 

28,743

 

 

 

3,205

 

 

 

11.15

 

Impairment of intangibles and fixed assets

 

 

2,078

 

 

 

6,722

 

 

 

(4,644

)

 

 

(69.09

)

Total operating expenses

 

 

37,358

 

 

 

38,692

 

 

 

(1,336

)

 

 

(3.45

)

Operating income (loss)

 

 

(4,422

)

 

 

(7,826

)

 

 

3,406

 

 

 

(43.52

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,084

)

 

 

(3,595

)

 

 

1,511

 

 

 

(42.03

)

Interest income

 

 

43

 

 

 

97

 

 

 

(54

)

 

 

(55.85

)

Gain on extinguishment of debt

 

 

 

 

 

595

 

 

 

(595

)

 

 

(100.00

)

Gain on Paycheck Protection Program loan forgiveness

 

 

3,747

 

 

 

 

 

 

3,747

 

 

 

100.00

 

Foreign currency transaction loss

 

 

(543

)

 

 

(813

)

 

 

270

 

 

 

(33.19

)

Other income (expense)

 

 

(97

)

 

 

(503

)

 

 

406

 

 

 

(80.73

)

Total other income (expense)

 

 

1,066

 

 

 

(4,219

)

 

 

5,285

 

 

 

(125.27

)

Income (loss) before income taxes from

   continuing operations

 

 

(3,356

)

 

 

(12,045

)

 

 

8,689

 

 

 

(72.14

)

Income tax expense from continuing operations

 

 

1,217

 

 

 

674

 

 

 

543

 

 

 

80.46

 

Net income (loss) from continuing operations

 

 

(4,573

)

 

 

(12,719

)

 

 

8,146

 

 

 

(64.05

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of income tax expense

 

 

 

 

 

(891

)

 

 

891

 

 

 

(100.00

)

Net income (loss)

 

$

(4,573

)

 

$

(13,610

)

 

$

9,037

 

 

 

(66.4

)%

16


 

Year Ended December 31, 2018 from2021 Continuing Operations Compared to Year Ended December 31, 2017 from Continuing Operations2020

Net lossincome (loss) from continuing operations

For the year ended December 31, 2018,2021, net loss was $13.2$4.6 million, which consists of revenue of $242.1 million, cost of sales of $198.1 million, research and development costs of $2.8 million, SG&A costs of $41.5 million, interest expense of $5.5 million, interest income of $0.2, a loss in the change in fair value of securities held of $5.5, foreign currency transactioncompared to net loss of $0.8$12.7 million other loss of $0.4 million, loss in non-marketable equity interest of $0.4 million and income tax expense of $0.5 million.

23


For the year ended December 31, 2017, net loss was $7.1 million, which consists of revenue of $213.1 million, cost of sales of $176.3 million, research and development costs of $2.6 million, SG&A costs of $34.5 million, interest expense of $6.5 million, foreign currency transaction loss of $1.1 million, other income of $0.4 million, income in non-marketable equity interest of $0.4 million and income tax benefit of $0.1 million.for 2020.

Net revenue and gross profit —For the year ended December 31, 2018,2021, net revenue and gross profit were $242.1$211.5 million and $44.0$32.9 million, respectively. Gross profit as a percent of net revenues was 18.2%15.6% for the year ended December 31, 2018.2021.  For the year ended December 31, 2017,2020, net revenue and gross profit were $213.1$167.5 million and $36.8$30.9 million, respectively. Gross profit as a percent of salesnet revenues was 17.3%18.4% for the year ended December 31, 2017.  2020.  

For 2018,2021, revenues increased $29.0$44.0 million or 13.6%26.3% from $213.1$167.5 million for 2017 to $242.1 million for 2018.2020. The increase in revenues is primarily due to an increaseincreases in sales of straight mast cranes revenuesfrom the Company’s United States subsidiaries and specialized mobile tank revenues. The Company also had increasesknuckle boom cranes and aerial platforms from all other business units for the year.   The revenues forCompany’s foreign subsidiaries, which was largely driven by the year ended December 31, 2018 were also favorably impacted by a stronger Euro, which accounted for approximately $3.7 million ofpartial recovery in the increase in revenue.  global market from the COVID-19 pandemic and market demand.

Gross profit as a percent of net revenues was 18.2%15.6% for the year ended December 31, 2018,2021, which increaseddecreased from 17.3%18.4% for the year ended December 31, 2017. 2020. The improvementincrease in gross profit is attributable to increases in revenues partially offset by the inventory write-down of $3.2 million at Badger, which was driven by the closure of the Badger facility and higher material costs due to steel surcharges. The decrease in gross profit percentage is primarily driven by the inventory write-down at Badger driven by the closure of the Badger facility, product mix as lower margin products were sold and material cost inflation due to an increasedisruptions in the gross margin percentage generated on the sale of straight mast cranes and specialized mobile tanks.  Boom truck margins were favorably impacted by an increase in production volume and improved pricing.  Pricing improved in 2018, largely the result of a decrease in discounts being offered during 2018. The gross margin percent for the year ended December 31, 2017 was affected by $1.7 million in inventory reserve adjustments in the third and fourth quarters of 2017.  supply chain.

Research and development —Research and development for the year ended December 31, 20182021 was $2.8$3.3 million compared to $2.6$3.2 million for the comparable period in 2017. Research and development expenditures were relatively consistent with the prior period.2020. The Company’s research and development spending continues to reflect our commitment to develop and introduce new products that give the Company a competitive advantage.

Selling, general and administrative expense —Selling, — Selling, general and administrative expense for the year ended December 31, 20182021 was $41.5$31.9 million compared to $34.5$28.7 million for the comparable period in 2017,2020, an increase of $7.0$3.2 million. Approximately $5.8 million wasThe increases are primarily related to higher salaries and wages, professional fees, advertising expenses, and negative impacts in foreign exchange rates offset by lower trade show expenses. 

Impairment of intangibles and fixed assets – Impairment expense for the year ended December 31, 2021, was $2.1 million. Valla recorded a full impairment of goodwill and intangible assets of $1.7 million driven by net impairment charges to intangible assets. Approximately $2 millionlosses in the business. In addition, the restructuring plan that resulted in the closure of the increaseBadger facility drove an impairment to its intangible and fixed assets of $0.4 million. Impairment expense for the year ended December 31, 2020, was $6.7 million. The impairment was driven by the COVID-19 pandemic which caused a decrease in the Company’s market capitalization causing a triggering event which resulted in a $6.6 million goodwill impairment charge and a $0.1 million tradename impairment charge during 2020.

Interest expense —Interest expense was $2.1 million and $3.6 million for the years ended December 31, 2021 and 2020, respectively.  The decrease in interest expense is attributeddue to fees related to financial statement restatement costs and $0.6 millionlower debt driven by the pay-off of the increase is attributedconvertible notes in December 2020 and principal payments made on the term debt in 2020.

Gain on extinguishment of debt— For 2020, the Company paid off a portion of the PM term loan and unsecured debt at a 15% discount to currency exchange impact. In 2017,its face value which resulted in a non-recurring expense related to the ConExpo trade show (the show is held every three years andgain of $0.6 million.

Gain on Paycheck Protection Program loan forgiveness —Gain on loan forgiveness was held in March 2017) accounted for $0.5 million in expense.  The remaining $1 million is attributed to decreases in PM expenses related to restructuring activities, partially offset by increases in the United States which are partially due to increased revenues.

Operating loss —The Company had an operating loss of $0.2$3.7 million for the year ended December 31, 2018 compared2021 due to an operatingthe forgiveness of the Paycheck Protection Program loan by the SBA. The gain on loan forgiveness is not subject to U.S. taxation. This deductible permanent difference is offset by a change in the U.S. valuation allowance and therefore has no impact on the effective tax rate.

Foreign currency transaction loss —The Company had a foreign currency loss of $0.3 million in the prior year.  Operating loss increased due to changes in revenue, cost of sales and operating expenses explained above.

Interest expense —Interest expense was $5.5$0.5 million and $6.5$0.8 million for the years ended December 31, 20182021 and 2017,2020, respectively. 2018A substantial portion of the losses relate to changes in the Chilean Peso.

Other income (expense)— For the year ended December 31, 2021, the Company had other expenses of $0.1 million compared to other expenses of $0.5 million for the comparable period in 2020, a decrease of $0.4 million. The decreases are primarily related to a legal settlement and a facility closure recorded in 2020.

17


Discontinued operations— For the year ended December 31, 2020, the Company had a net loss from discontinued operations of $0.9 million related to the Sabre operations.

Income tax — On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was enacted. The CARES Act, among other things, includes provisions relating to net operating loss carrybacks, alternative minimum tax credit refunds, a modification to the net interest expense reflectsdeduction limitations and a technical correction to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the benefitCompany’s consolidated financial statements.

The calculation of decreasesthe overall income tax provision for the 12 months ended December 31, 2021 primarily consists of a domestic income tax provision resulting from state and local taxes, foreign income taxes, the change in outstanding debt balances partially offset by higher interest rates.unrecognized tax benefits and valuation allowance.

Foreign currency transactionThe Company’s effective tax rate from continuing operations was an income tax provision of 36.3% on a pretax loss — Foreign currency of $3.4 million compared to an income tax provision of 5.6% on a pretax loss was $0.8of $12.0 million from the prior year. The effective tax rate for the year ended December 31, 2018 and $1.1 million for the year ended December 31, 2017. As stated in the past, the Company attempts to purchase forward currency exchange contracts such that the exchange gains and losses on the assets and liabilities denominated in other than the reporting units’ functional currency will be offset by the changes in the market value of the forward currency exchange contracts it holds.  Currency risks can be reduced but not eliminated in part because the Company has not been able to identify a strategy to effectively hedge the currency risks related to the Argentinian peso.   The Company records at the balance sheet date the forward currency exchange contracts at their market value with any associated gain or loss being recorded in current earnings as a currency gain or loss.

A substantial portion of the 2018 loss is attributable to exchange losses related to the Argentinian peso.  As previously stated, the Company has not been able to identify a strategy to effectively hedge currency risks related to the Argentinian peso.  

Other (loss) income — For the years ended December 31, 2018 and 2017, the Company had other loss of $0.4 million and other income of $0.4 million, respectively. For the year ended December, 31, 2018, the other loss was related to the increase in the fair market value of a contingent liability associated with the PM acquisition based on a revaluation that used updated information.

For the year ended December 31, 2017, other income is the result of revaluing a contingent acquisition liability related to an option to acquire certain PM bank debt.

24


Change in fair value of securities held-For the year ended December 31, 2018, the Company had losses of $5.5 million. Losses for the year ended December 31, 2018 were due to a change in the fair value of securities held in ASV (see Notes 11 and 26 in the accompanying Consolidated Financial Statements).

Income tax — On December 22, 2017, the Tax Cuts and Jobs Act (the “Jobs Act”) was enacted into law. The Jobs Act makes comprehensive changes to2021 differs from the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate taxstatutory rate from 35% toof 21%, changes to the rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, immediate expensing of certain qualified property, creation of a new limitation on deductible interest expense, repeal of the U.S. corporate minimum tax (“AMT”), and changes in the manner in which international operations are taxed in the U.S. Although the majority of the changes resulting from the Jobs Act are effective beginning in 2018, U.S. GAAP requires that certain impacts of the Jobs Act be recognized in the income tax provision in the period of enactment.

In response to the enactment of the Jobs Act, the SEC issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Jobs Act. SAB 118 provides a measurement period that should not extend beyond one year from the Jobs Act enactment date for companies to complete the accounting under ASC 740. To the extent that a company’s accounting for certain income tax effects of the Jobs Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

In accordance with SAB 118, the Company recorded a provisional increase to its net deferred tax asset of $0.4 million, which is primarily attributable to deferred tax liabilities related to indefinite lived intangible assets that became available as a source of taxable income to offset existing deferred tax assets and for the recognition of refundable alternative minimum tax credits as provided for in the Jobs Act.

The Jobs Act includes a mandatory one-time transition tax on accumulated earnings of foreign subsidiaries. As a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued are now subject to U.S. tax. The Company recorded a provisional amount for the one-time transition tax liability for all of its foreign subsidiaries resulting in an income tax expense of approximately $0.5 million, which was offset by a reduction in the valuation allowance. During the year ended December 31, 2018, we increased our one-time transition tax on accumulated earnings of foreign subsidiaries by $0.3 million, which was offset by a reduction in the valuation allowance. Due to our net loss position, we were not subject to US federal and state taxes in connection with the deemed repatriation of foreign earnings.

The Company completed its analysis of the Jobs Act during 2018. There was no impact to income tax expense as a result of the changes to provisional amounts recorded in the consolidated financial statements for the year-ended December 31, 2017.

Approximately $3.8 million of the Company’s undistributed foreign earnings have been subject to US federal taxation as required by the Jobs Act. The Company’s assertion to indefinitely reinvest its foreign earnings remains unchanged despite the taxation of its undistributed foreign earnings. Upon remittance of these earnings, the Company would be subject to withholding tax and some state tax. It is not practicable to estimate the tax impact of the reversal of the outside basis difference, or the repatriation of cash due to the complexity associated with the calculations.

The Jobs Act also establishes Global Intangible Low-Taxed Income (“GILTI”) provisions that impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company has elected to recognize GILTI as a period cost as incurred, therefore there are no deferred taxes recognized for basis differences that are expected to impact the amount of the GILTI inclusion upon reversal.

The Company’s effective rate was an income tax provision of 4.04% on a pretax loss of $12.7 million compared to an income tax benefit of 1.6% on a pretax loss of $7.2 million. The increase in the effective tax rate is due primarily to the tax effects related to the mix of domestic and foreign earnings, and an increase in nondeductible permanent differences, domestic and foreign losses for which the Company is not recognizing an income tax benefit, the change in unrecognized tax benefits and the valuation allowance.

Liquidity and Capital Resources

(Loss) income in equity investments The Company had (loss)ultimate duration and income related to its equity investment of $(0.4) million and $0.4 million for the years ended December 31, 2018 and 2017, respectively. Loss for the year ended December 31, 2018 was from sale of shares of ASV Holdings stock and loss on equity investment in ASV Holdings compared to income from equity investment in ASV Holdings for the comparable period.   

Net loss from continuing operations —Net loss for the years ended December 31, 2018 and 2017 was $13.2 million and $7.1 million, respectively. The change is explained above.

25


Year Ended December 31, 2017 from Continuing Operations Compared to Year Ended December 31, 2016 from Continuing Operations

Net loss from continuing operations

For the year ended December 31, 2017, net loss was $7.1 million, which consists of revenue of $213.1 million, cost of sales of $176.3 million, research and development costs of $2.6 million, SG&A costs of $34.5 million, interest expense of $6.5 million, foreign currency transaction loss of $1.1 million, other income of $0.4 million, income in non-marketable equity interest of $0.4 million and income tax benefit of $0.1 million.

For the year ended December 31, 2016, net loss was $23.2 million, which consists of revenue of $173.2 million, cost of sales of $143.3 million, research and development costs of $2.9 million, SG&A costs of $37.0 million, interest expense of $7.8 million (including debt issuance costs of $1.4 million), foreign currency transaction loss of $1.1 million, other income of $0.9 million, loss in non-marketable equity interest of $5.8 million and income tax benefit of $0.6 million.

Net revenue and gross profit —For the year ended December 31, 2017, net revenue and gross profit were $213.1 million and $36.8 million, respectively. Gross profit as a percent of sales was 17.3% for the year ended December 31, 2017.  For the year ended December 31, 2016, net revenue and gross profit were $173.2 million and $29.9 million, respectively. Gross profit as a percent of sales was 17.3% for the year ended December 31, 2016.  

For 2017 revenues increased $39.9 million or 23.0% from $173.2 million for 2016 to $213.1 million for 2017.  The increase is primarily due to an increase in straight mast cranes revenues.   The increase is due to an improvement in market conditions addressed above under the heading “Economic Conditions”.  The revenues for the year ended December 31, 2017 were also favorably impacted by a stronger Euro, which accounted for approximately $1.0 millionseverity of the increase in revenue.  

Gross profit as a percent of net revenues was 17.3% for the year ended December 31, 2017, which is equal to the gross profit for the year ended December 31, 2016 year. The gross margin percent for the year ended December 31, 2017 was affected by $1.7 million in inventory reserve adjustments in the third and fourth quarters of 2017.  

Research and development —Research and development for the year ended December 31, 2017 was $2.6 million compared to $2.9 million for the comparable period in 2016. Research and development expenditures were relatively consistent with the prior period. The Company’s research and development spending continues to reflect our commitment to develop and introduce new products that give the Company a competitive advantage.

Selling, general and administrative expense —Selling, general and administrative expense for the year ended December 31, 2017 was $34.5 million compared to $37.0 million for the comparable period in 2016, a decrease of $2.4 million.  The three months ended March 31, 2017 included expenses of $0.5 million incurred in connection with our participationCOVID-19 pandemic remains highly uncertain at the 2017 Con Expo trade show. The Con Expo show, which is held every three years, was held in Las Vegas in March of this year. This show is an international gathering place for the construction industries. It is estimated that 130,000 professionals from around the world attended the show.  

Selling, general and administrative expenses decreased $2.9 million when Con Expo expenses are excluded. The decrease is primarily related to the Company’s continued cost cutting programs.  

Operating loss —The Company had an operating loss of $0.3 million for the year ended December 31, 2017 compared to an operating loss of $10.0 million in the prior year.  Operating income increased due to changes in revenue, cost of sales and operating expenses explained above.

Interest expense —Interest expense was $6.5 million and $7.8 million for the years ended December 31, 2017 and 2016, respectively.  A non-recurring expense in 2016 of $1.4 million accounts for the majority of the decrease.  The non-recurring charge was the result of expensing deferred financing costs when debt was refinanced.

As the majority of the Company’s debt is variable interest rate debt, the modest increases in market interest rates including LIBOR and the U.S. prime rates were mostly offset by a decrease in outstanding debt.

Foreign currency transaction loss — Foreign currency loss was $1.1 million for both years ended December 31, 2017 and 2016. As stated in the past, the Company attempts to purchase forward currency exchange contracts such that the exchange gains and lossestime.  Accordingly, its impact on the assetsglobal economy generally and liabilities denominated in other than the reporting units’ functional currency will be offset by the changes in the market value of the forward currency exchange contracts it holds.  Currency risks can be reduced but not eliminated in part because the Company has not been able to identify a strategy to effectively hedge the currency risks related to the Argentinian peso.   The Company records at the balance sheet date the forward currency exchange contracts at their market value with any associated gain or loss being recorded in current earnings as a currency gain or loss.

26


A substantial portion of the 2017 loss is attributable to exchange losses related to the Argentinian peso.  As previously stated, the Company has not been able to identify a strategy to effectively hedge currency risks related to the Argentinian peso.  

The 2016 currency loss also reflects the recognition of deferred loss of $0.2 million related to an intercompany receivable.  The loss had been previously deferred in other comprehensive income as there was an intercompany receivable that was not expected to be repaid.  The repayment of the receivable resulted in the recognition of the previously deferred loss.  

Other income (loss) — For the years ended December 31, 2017our customers and 2016, the Company had other income of $0.4 million and $0.9 million, respectively.  For the year ended December 31, 2017, other income is the result of revaluing a contingent acquisition liability related to an option to acquire certain PM bank debt. The fair market value of the contingent acquisition liability is subject to revaluation on a recurring basis.  The revaluation that was performed for March 31, 2018 will take into account the effect of PM debt restructuring that happened in the first quarter of 2018. During 2016, the fair value of this liability was recalculated based on updated 2017 EBITDA projections.  This revaluation resulted in a gain of approximately $0.9 million.  

Income tax — On December 22, 2017, the Tax Cuts and Jobs Act (the “Jobs Act”) was enacted into law. The Jobs Act makes comprehensive changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%, changes to the rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, immediate expensing of certain qualified property, creation of a new limitation on deductible interest expense, repeal of the U.S. corporate minimum tax (“AMT”), and changes in the manner in which international operations are taxed in the U.S. Although the majority of the changes resulting from the Jobs Act are effective beginning in 2018, U.S. GAAP requires that certain impacts of the Jobs Act be recognized in the income tax provision in the period of enactment.

In response to the enactment of the Jobs Act, the SEC issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Jobs Act. SAB 118 provides a measurement period that should not extend beyond one year from the Jobs Act enactment date for companies to complete the accounting under ASC 740. To the extent that a company’s accounting for certain income tax effects of the Jobs Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. As described in Note 16, the Company has completed its analysis of the Jobs Act during 2018. There was no impact to income tax expense as a result of the changes to provisional amounts recorded in the consolidated financial statements for the year-ended December 31, 2017.

Income tax (benefit) from continuing operations was $(0.1) million and $(0.6) million for the years ended December 31, 2017 and 2016, respectively. The income tax benefit is attributed to a pre-tax loss of $7.2 million and $23.8 million from continuing operations for the years ended December 31, 2017 and December 31, 2016, respectively. The Company’s effective rate decreased to 1.64% for 2017 from 2.38% for 2016. The decrease in the effective tax rate is due primarily to the tax effects related to the Tax Cuts and Jobs Act, a decrease in the valuation allowance, a decrease in deferred tax liabilities related to indefinite lived intangible assetssuppliers specifically, as well as the mixultimate potential negative financial impact to our results of domesticoperations and foreign earnings.liquidity position cannot be reasonably estimated at this time, but have been and could continue to be material. In the context of these uncertain conditions, we are actively managing the business to maintain cash flow and ensure that we have sufficient liquidity for a variety of scenarios. We believe that such strategy will allow us to meet our anticipated funding requirements.

Income (loss) in equity investments — The Company had income (loss) related to its equity investment of $0.4 million and ($5.8) million for the years ended December 31, 2017 and 2016, respectively.  Income for the year ended December 31, 2017 was from earnings from our equity investment in ASV Holdings. The loss in 2016 is result of recognizing an impairment charge of $5.6 million to write off our entire investment in Lift Ventures LLC during 2016. See Note 27 to the financial statements for additional information related this impairment.

Net loss from continuing operations —Net loss for the years ended December 31, 2017 and 2016 was $7.1 million and $23.2 million, respectively. The change is explained above.

Liquidity and Capital Resources

Cash, cash equivalents and restricted cash were $22.3$21.6 million and $5.4$17.4 million at December 31, 20182021 and December 31, 2017,2020, respectively. In addition, the Company has a U.S. revolving credit facility with a maturity date of July 20, 2021.2023. At December 31, 20182021 the Company had approximately $24.5$11.2 million available to borrow under its U.S. revolving credit facility.

    

At December 31, 2018,2021, the PM Group had established working capital facilities with five Italian, banks, one Spanish bank and eighttwelve South American banks. Under these facilities, the PM Group can borrow $25.2$21.4 million against orders, invoices and letters of credit. These facilities are divided into two types: working capital facilities and cash facilities. At December 31, 2018,2021, the PM Group had received advancesavailability under these facilities of $18.9$4.8 million. Future advances are dependent on having available collateral.

 

27


Our subsidiary in Argentina (“PM Argentina”) began accounting for their operations as highly inflationary effective July 1, 2018, as required by GAAP.  Under highly inflationary accounting, PM Argentina’s functional currency became the Euro (its parent company’s reporting currency), and its income statement and balance sheet have been measured in Euros using both current and historical rates of exchange.  The effect of changes in exchange rates on peso-denominated monetary assets and liabilities has been reflected in earnings in other (income) and expense, net and was not material.  As of December 31, 2018, PM Argentina had a small net peso monetary position.  Net sales of PM Argentina were less than 5 and 10 percent of our consolidated net sales for the years ended December 31, 2018 and 2017, respectively.

Significant Transactions Affecting Company Liquidity

During 2018, the Company entered into two transactions that had a significant beneficial impact on the Company’s liquidity.  During February 2018, the Company sold 1.0 million shares of ASV common stock it held for $7.0 million and on May 29, 2018 Tadano Ltd. purchased approximately 2.9 million shares of the Company’s common stock, which generated cash of approximately $32.0 million, net of expenses.   A portion of the proceeds raised in these two transactions were used to support an increase in working capital, the result of increased revenues.  The remaining proceeds are the principal reason cash has increased by $16.9 million and debt has decreased by $22.9 million since year end.  

Nevertheless, because our availability under our credit lines is limited, it is important that we manage our working capital.  The Company may need to raise additional capital through debt or equity financings to support our long-term growth strategy, which may include additional acquisitions. There is no assurance that such financing will be available or, if available, on acceptable terms.

Outstanding borrowings and required payments

The following is a summary of our outstanding borrowings at December 31, 2018:

(In millions)

 

 

Outstanding

Balance

 

 

Interest

Rate

 

Interest

Paid

 

Principal Payment

U.S. Revolver

 

$

 

 

N/A

 

Monthly

 

July 20, 2021 maturity

Convertible note—Terex

 

 

7.2

 

 

7.5%

 

Semi-Annual

 

January 1, 2021 maturity

Convertible note—Perella

 

 

14.7

 

 

7.5%

 

Semi-Annual

 

January 7, 2021 maturity

Capital lease—cranes for sale

 

 

0.5

 

 

5.5%

 

Monthly

 

January 13, 2021 maturity

Capital lease—Georgetown

   facility

 

 

5.0

 

 

12.50%

 

Monthly

 

$0.06 million monthly payment includes

   interest. April 30, 2028 maturity

Note payable

   Winona Facility

 

 

0.4

 

 

8.0%

 

Monthly

 

$0.01 million monthly

PM unsecured borrowings

 

 

13.9

 

 

3.5%

 

Semi-Annual

 

Annual installments starting December

   2019 through December 2025

PM Autogru term loan #1

 

 

0.2

 

 

3.00%

 

Monthly

 

$0.01 million monthly through

   October 2020

PM Autogru term loan #2

 

 

0.4

 

 

2.50%

 

Monthly

 

$0.01 monthly through

   March 2019

PM Autogru term loan #3

 

 

0.3

 

 

2.75%

 

Monthly

 

Monthly through June 2023

PM Argentina Note

 

 

0.1

 

 

28.5%

 

Quarterly

 

$0.02 monthly through May 2019

PM term loans with related

   accrued interest, interest

   rate swaps and FMV

   adjustments

 

 

11.5

 

 

0 to 3.5%

 

Annual

 

Annual installments starting December

   2019 and a balloon payment in

   December 2026

PM short-term working

   capital borrowings

 

 

18.9

 

 

1.75 to 65.0%

 

Monthly

 

Upon payment of invoice

Valla note payable

 

 

0.1

 

 

4.38%

 

Quarterly

 

Over 14 quarterly payments ending

   January 2021

Valla short-term working

   capital borrowings

 

 

0.0

 

 

4.50 to 4.75%

 

Monthly

 

Upon payment of invoice or letter of

   credit

 

 

 

73.2

 

 

 

 

 

 

 

Debt issuance costs

 

 

(0.2

)

 

 

 

 

 

 

Debt net of issuance costs

 

$

73.0

 

 

 

 

 

 

 

28


The debt has various maturity dates. See Notes 13 through 15 to the financial statements for additional details.

Change in outstanding debt

In 2018, our total debt was reduced by $22.9 million (excluding $0.5 million deferred interest reclassification).  The primary difference is attributed to a decrease in the U.S. Revolver debt of $12.9 and a decrease in total PM debt of $8.0 million which was paid off during the year.

The following is a summary of changes in debt related to continuing operations:

(In millions)

 

 

Increase/

(decrease)

 

U.S. Revolver

 

$

(12.9

)

Notes Bank (insurance premiums)

 

$

(0.6

)

Notes payable-Terex

 

 

(0.6

)

Capital leases—buildings

 

 

0.2

 

Capital leases—equipment

 

 

(0.2

)

Convertible note—Terex

 

 

0.2

 

Convertible note—Perella

 

 

0.1

 

Badger notes payable

 

 

(0.5

)

Valla notes payable

 

 

(1.0

)

PM

 

 

(8.1

)

 

 

 

(23.4

)

Debt issuance costs

 

 

0.5

 

 

 

$

(22.9

)

Cash Flows for 20182021 and 20172020

Operating Activities

For 2018,2021, operating activities provided $1.0$7.5 million in cash compared to $9.1$12.0 million cash provided during 2017. For 2018, cash used2020. Cash provided by working capital was $5.1$1.1 million versus $9.9for 2021 compared to $10.9 million offor 2020. Working capital decreases were primarily from less cash generated from working capital in 2017. Receivables were a use of cash of $0.3 million for 2018 compared to $11.1 million in 2017. Inventory represented a cash outflow of $7.3 million for 2018accounts receivable and a cash inflow of $17.1 million during 2017 primarily driven byhigher inventory purchases. During April 2020, the sale of $9.5 million of SVW inventory thatCompany was held at the end of 2016.  Accounts payable provided $2.8 million of cash for the year ended December 31, 2018, compared to $2.6 million of cash used for the year ended December 31, 2017. The cash performance in 2017 also included $3.5granted $3.7 million from discontinued operations.a bank under the Paycheck Protection Program. During June 2021, the entire $3.7 million balance of the Company’s loan was forgiven.

Investing Activities

Cash provided forused by investing activities was $5.8$1.1 million in 20182021 which included $7.0$0.2 million of proceeds from the sales of partial interestinvestment in equity investment.intangible assets. Cash provided forfrom investing activities was $11.7$0.8 million in 20172020 which included $12.9$1.6 million ofin proceeds from the sale of discontinued operations.the Sabre business unit. Cash payments for plant, property and equipment were $1.2$0.9 million in 2018 versus2021 compared to payments of $1.0$0.7 million in 2017, an increase of $0.2 million.2020.

Financing Activities

Cash flowflows from financing activities was an inflow of $11.0less than $0.1 million for the year ended December 31, 20182021 which included net proceedsan increase in working capital borrowings of $31.9$3.1 million in connection with the saleand insurance premium financings of stock to Tadano, partially$1.1 million offset by a reduction in borrowingthe principal loan payments of $3.7 million and payments under the U.S. credit facilityfinance leases of $12.9$0.3 million. Cash flowflows from financing activities was an outflow of $20.9

18


$20.8 million for the year ended December 31, 2017. Financing activities2020 which included the payoff of continuing operations consumed $15.8the convertible notes for $22.5 million, and discontinued operations consumed another $5.1principal loan payments of $8.3 million, of cash. The use of cash in 2017 included a reduction in borrowingworking capital borrowings of $2.3 million and payments under finance leases of $0.5 million. These were partially offset by net borrowings under the U.S.revolving credit facility of $7.1 million and debt payments of $16.5 million, of which approximately $11.2 million was used to retire all SVW related debt.$12.8 million.  

Contingencies

The Company is involved in various legal proceedings, including product liability and workers’ compensation matters which have arisen in the normal course of operations. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company.

29


The Company does not believe that these contingencies in aggregate will have a material adverse effect on the Company.

Additionally, the Company has been named as a defendant in several multi-defendant asbestos related product liability lawsuits. In certain instances, the Company is indemnified by a former owner of the product line in question.In the remaining cases the plaintiff has, to date, not been able to establish any exposure by the plaintiff to the Company’s products.The Company is uninsured with respect to these claims but believes that it will not incur any material liability with respect to these to claims.

When it is probable that a loss has been incurred and possible to make a reasonable estimate of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate or the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur. The Company established reserves for several PM lawsuits in conjunction with the purchase accounting for this acquisition.

As described in Note 16, included in the unrecognized tax benefits is a liability for the Romania income tax audit for tax years 2012-2016.  Depending upon the final resolution of these audits, the liability could be higher or lower than the amount recorded at December 31, 2018.

 

Residual Value Guarantees

The Company issues partial residual value guarantees to support a customer’s financing of equipment purchased from the Company. A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date if certain conditions are met by the customer. The Company has issued partial residual guarantees that have maximum exposure of approximately $1.6 million.  The Company, however, does not have any reason to believe that any exposure from such a guarantee is probable at this time and accordingly, no liability has been recorded. The Company’s lability from its guarantees may be affected by economic conditions in used equipment markets at the time of loss.

Income Taxes

The Company records accrued interest related to income tax matters in the provision for income taxes in the accompanying consolidated statement of income. For the years ended December 31, 2018, 2017 and 2016, interest and penalties recognized on unrecognized tax benefits were $266, $69 and $40, respectively. The accrued balance as of December 31, 2018 and 2017 was $648 and $382, respectively. Included in the unrecognized tax benefits is a liability for the Romania income tax audit for tax years 2012-2016.  Depending upon the final resolution of the audit, the uncertain tax position liability could be higher or lower than the amount recorded at December 31, 2018. It is not reasonably possible to estimate the change in unrecognized tax benefits within 12 months of the reporting date.

The Company files income tax returns in the United States, Italy, Romania and Argentina as well as various state and local tax jurisdictions with varying statutes of limitations. With a few exceptions, the Company is no longer subject to examination by the tax authorities for U.S. federal or state for the years before 2015, or foreign examinations for years before 2012.

SEC Investigation

The Company continues to comply with the SEC investigation regarding the Company’s restatement of prior financial statements, which was completed in April 2018.

Off Balance Sheet Arrangements

CIBC hasBank USA (“CIBC”) issued 2 standby letters of credit at December 31, 2018.during 2021.  The first standby letter of credit is $0.5was for $0.2 million in favor of an insurance carrier to secure obligations which may arisehave arisen in connection with future deductible payments that may behave incurred under the Company’s worker’s compensation insurance policies.  The second standby letter of credit is $20 thousandwas for less than $0.1 million in favor of a governmental agency to secure obligations which may arisehave arisen in connection with worker’s compensation claims. DuringAs of December 31, 2021, the fourth quarterstandby letters of 2015 and first quarter of 2016, the Company entered into four 60-month equipment operating leases in sales and lease back transactions.  In connection with these transactions, the Company received $6.7 million, i.e., $2.6 million for the one executed in 2015 and a total of $4.1 million for the three executed in 2016. In February 2019, the Company came to an agreement with the bank to purchase the remaining equipment for $1.4 million.credit were released.

The Company has issued partial residual value guarantees to support a customer’s financing. A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date if certain conditions are met by the customer. The Company has issued partial residual guarantees that have maximum exposure of approximately $1.6 million in aggregate.  The Company, however, does not have any reason to believe that any exposure from any such guarantees is either probable or estimable at this time, as such, no liability has been recorded.


See Note 2421 – “Legal Proceedings and Other Contingencies” in the Notes to the Consolidated Financial Statements for further information regarding our guarantees.

Contractual Obligations

The following is a schedule as of December 31, 2018 of our long-term contractual commitments, future minimum lease payments under non-cancelable operating lease arrangements and other long-term obligations.

(In thousands)Contingencies.”

 

 

 

Payments due by period

 

 

 

Total

 

 

2019

 

 

2020-2021

 

 

2022-2023

 

 

Thereafter

 

Working capital borrowings (3)

 

 

18,984

 

 

 

18,971

 

 

 

10

 

 

 

3

 

 

 

 

Term loans (4)

 

 

52,399

 

 

 

5,148

 

 

 

30,569

 

 

 

6,626

 

 

 

10,056

 

Operating lease obligations

 

 

6,907

 

 

 

1,950

 

 

 

2,338

 

 

 

816

 

 

 

1,803

 

Capital lease obligations (3)

 

 

5,903

 

 

 

545

 

 

 

1,066

 

 

 

950

 

 

 

3,342

 

Legal settlement (see Note 24) (3)

 

 

1,235

 

 

 

95

 

 

 

190

 

 

 

190

 

 

 

760

 

Service agreements

 

 

69

 

 

 

69

 

 

 

 

 

 

 

 

 

 

Purchase obligations (1)

 

 

15,308

 

 

 

15,308

 

 

 

 

 

 

 

 

 

 

Total

 

$

100,805

 

 

$

42,086

 

 

$

34,173

 

 

$

8,585

 

 

$

15,961

 

(1)

Except for a very insignificant amount, purchase obligations are for inventory items. Purchase obligations not for inventory would include research and development materials, supplies and services.

(2)

At December 31, 2018, the Company had a reserve for unrecognized tax benefits of $4.2 million for which the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective tax authority. Thus, these liabilities (reserves) have not been included in the contractual obligations table. (See Note 16).

(3)

PM working capital borrowing, Capital lease obligations and legal settlement include imputed interest.

(4)

Long-term debt obligations include expected interest expense. Interest expense is calculated using current interest rates for indebtedness as of December 31, 2018.

Related Party Transactions

For a description of the Company’s related party transactions, please see Note 23 to the Company’s consolidated financial statements entitled “Transactions between the Company and Related Parties.”

Critical Accounting Policies and Estimates

The preparation of our financial statements and related disclosures in conformity with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Principals of Consolidation.  The Company consolidates all entities that we control by ownership of a majority voting interest. Additionally, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity's voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which we have the variable interest is referred to as a "VIE." An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

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Although the Company did not have an ownership interest in S.V.W. Crane & Equipment Company and its wholly owned subsidiary Rental Consulting Service Company (collectively “SVW”), the Company had the power to direct the activities of SVW that most significantly impacted its economic performance and is absorbing the losses.  SVW had obtained financing and had remitted the proceeds to the Company using inventory (cranes) owned by the Company as collateral.  The finance companies that held the loans had a perfected security interest in the inventory and therefore had recourse against this specific inventory.   Furthermore, the debt taken on by SVW was effectively guaranteed by the Company pursuant to certain related agreements.

Income and losses related to VIEs are typically shown in a company’s financial statements as being attributed to a non-controlling interest.  Other than its transactions between SVW and the Company, SVW had no other substantial business operations.  Furthermore, the Company exercised control and absorbed all losses and received all the income from SVW operations.  Therefore, the Company had concluded that income and losses related to the VIE are attributable to the Shareholders of the Company. By December 31, 2017, SVW had ceased operations and is therefore not a consolidated VIE after December 31, 2017.

The Company eliminates from our financial results all significant intercompany transactions, including the intercompany transactions with consolidated SVW.

 

Revenue Recognition.Revenue is recognized when obligations under the terms of the contract with our customer are satisfied; generally, this occurs with the transfer of control of our equipment, parts or installation services (typically completed within one day), which occurs at a point in time.  Equipment can be redirected during the manufacturing phase such that over time revenue recognition is not appropriate.  Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.  Our contracts are non-cancellable, and returns are only allowed in limited instances through C&M Sales, value add,instances. Value added tax and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold and do not constitute a separate performance obligation.  

For instances where equipment and installation services are sold together, the Company accounts for the equipment and installation services separately.  The consideration (including any discounts) is allocated between the equipment and installation services based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the equipment.equipment.

In some instances, the Company fulfills its obligations and bills the customer for the work performed but does not ship the goods until a later date. These arrangements are considered bill-and-hold transactions.  In order to recognize revenue on the bill-and-hold transactions, the Company ensures the customer has requested the arrangement, the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the

19


product to a different customer.  A portion of the transaction price is not allocated to the custodial services due to the immaterial value assigned to that performance obligation. Revenue and related costs are recognized when title passes and risk of loss passes to our customers which generally occurs upon shipment depending upon the terms of the contract.  Under certain contracts with our customers title passes to the customers when the units are completed. The units are segregated from our inventory and identified as belonging to the customer, the customer is notified that the units are complete and awaiting pick up or delivery as specified by the customer before income is recognized. Additionally, the customer is requested to sign an “Invoice Authorization Form” which acknowledges the contract terms and acknowledges that the customer has economic ownership and control over the unit. It also acknowledges that we are going to invoice the unit per terms of the contract. The Company insures any custodial risk that it may retain.

Payment terms offered to customers are defined in contracts and purchase orders and do not include a significant financing component.  At times, the Company may offer discounts which are considered variable consideration however, the Company applies the constraint guidance when determining the transaction price to be allocated to the performance obligations.

Interest Rate Swap Contracts.

Assets and Liabilities Classified as Held for Sale. The Company enters into derivative instrumentsclassifies assets (or disposal groups comprised of assets and liabilities) as held for sale when they are expected to manage its exposure to interest rate risk related to certain foreign term loans. Derivativesbe recovered primarily through sale rather than through continuing use. They are initially recognizedstated at the lower of carrying amount or fair value at the date the contractless costs to sell. Upon reclassification, we cease to depreciate or amortize non-current assets classified as held for sale. A discontinued operation is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in current earnings immediately unless the derivative is designated and effective as a hedging instrument, in which case the effective portion of the gain or loss is recognized and is reported as a component of otherour business that represents a separate major line of business or geographical area of operation that has been disposed of or is held for sale and a strategic shift that will have a major effect on our operations and financial results. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative statement of comprehensive income (loss) is revised as if the operation had been discontinued from the start of the comparative period. We have elected to not revise consolidated statements of cash flows to split operating, investing and reclassified intofinancing activities between continuing and discontinued operations, but instead provide certain required cash flow information. The Company will account for the contingent consideration as a gain in accordance with ASC 450. Under this approach, we will recognize the contingent consideration in earnings inafter the same period or periods during which the hedging instrument affects earnings (date of sale).contingency is resolved. As part of the acquisitiondiscontinued operations classification, we review the allocation of PM Group, which was acquiredcorporate expenses, interest expense and entity-wide goodwill and intangible assets. In addition, income taxes are calculated on January 15, 2015, the Company acquired interest rate swap contracts, which manage the exposure to interest rate risk related to term loans with certain financial institutions in Italy. These contracts have been determined not to be hedge instruments under ASC 815-10. Further details of derivative financial instruments are disclosed in Notes 6a stand-alone basis for both continuing and 7 to the Company’s consolidated financial statements.

Allowance for Doubtful Accounts. Accounts Receivable is reduced by an allowance for amounts that may become uncollectible in the future. The Company’s estimate for the allowance for doubtful accounts related to trade receivables includes evaluation of specific accounts where we have information that the customer may have an inability to meet its financial obligations.

32


Guarantees. The Company has issued partial residual guarantees to financial institutions related to a customer financing of equipment purchased by the customer.  The Company must assess the probability of losses if the fair market value is less than the guaranteed residual value.

A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date. The Company will record a liability for the estimated fair value of guarantees issued pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 460, “Guarantees” (“ASC 460”). We recognize a loss under a guarantee when the obligation to make payment under the guarantee is probable and the amount of the loss can be estimated. If the expected equipment value is less than its guaranteed residual value, the Company would recognize a liability for the amount of the short-fall up to the amount of its partial guarantee. The Company is not responsible for any short-fall in excess of its partial guarantee.  discontinued operations.

 

Inventories and Related Reserve for Obsolete and Excess Inventory. Inventories are valued at the lower of cost or net realizable value and are reduced by a reserve for excess and obsolete inventories. The estimated reserve is based upon historical experiences and/or specific identification of excess or obsolete inventories.

Other Intangible Assets. The Company accounts for Other Intangible Assets under the guidance of ASC 350, “Intangibles—Goodwill and Other”. The Company capitalizes certain costs related to patent technology. Additionally, a substantial portion of the purchase price related to the Company’s acquisitions has been assigned to patents or unpatented technology, trade name, customer backlog, and customer relationships. Under the guidance, Other Intangible Assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment.

Goodwill. Goodwill, representing the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition, is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceed their fair value. The Company does not amortize goodwill in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 350, “Intangibles—Goodwill and Other” (“ASC 350”). The Company selected October 1 as the date for the required annual impairment test. In 2018, due to a triggering event, the valuation analysis was performed at December 31, 2018.

For 2018, the Company evaluated goodwill using the quantitative step one approach. In 2018, goodwill is tested for impairment at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which discrete financial information with similar economic characteristics is available and operating results are regularly reviewed by our chief operating decision maker. For 2018, we have five operating segments: Manitex, Badger, PM/Valla, Sabre and C&M. All operating segments are comprised of one reporting segment. Only Manitex, PM/Valla and Sabre are tested for goodwill impairment as Badger and C&M have no goodwill. In 2018, goodwill was impaired at our PM/Valla operating segment of $3,192.

For 2017, goodwill was tested at the fully consolidated level excluding discontinued operations, as the Company was operating in a single operating segment.  For 2016, goodwill was tested at the three previously reported segment levels that were in effect at that time, i.e., Lifting Equipment, Equipment Distribution and ASV.  

Under ASC350,ASC 350, entities are provided with the option of first performing a qualitative assessment on none, some, or all of its reporting units to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If after completing a qualitative analysis, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value a quantitative analysis is required.

For 2017Goodwill is tested for impairment at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which discrete financial information with similar economic characteristics is available and 2016 theoperating results are regularly reviewed by our chief operating decision maker.

The Company evaluatedevaluates its consolidated goodwill using the quantitative two step approach. The first step used to identify potential impairment involves comparing the reporting unit’s estimated fair value to its carrying value, including goodwill. During the first step testing, the Company evaluates goodwill for impairment using a business valuation method, which is calculated as of a measurement date by determining the present value of debt-free, after-tax projected future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. The market approach was also considered in evaluating the potential for impairment by calculating fair value based on multiples of earnings before interest, taxes, depreciation and amortization (EBITDA)(“EBITDA”) of comparable, publicly traded companies. The Company also observed implied EBITDA multiples from relatively recent merger and acquisition activity in the industry, which was used to test the reasonableness of the results.

33


The second step of the process involves the calculation of an implied fair value of goodwill for each reporting unit for which step one indicated impairment. The implied fair value of goodwill is determined by measuring the excess of the estimated fair value of the reporting unit over the estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit and the subsequent reversal of goodwill impairment losses is not permitted.

For 2017, the first step did not indicate any impairment of goodwill, for 2016, the second step was necessary for the Equipment Distribution segment. This further analysis indicated that the Equipment Distribution segment goodwill was impaired and a $275 impairment charge was recognized in 2016 to fully write off the Equipment Distribution segment’s goodwill.20


The determination of fair value requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, revenue growth and operating earnings projections, discount rates, terminal growth rates, and required capital expenditure projections. Our projections make certain assumptions including expanding PM market share in North America, a normalization of energy markets over time and a continued expansion of dealer networks.  If our progress in meeting these and other assumptions is slower or different than what was anticipated, it may impact our ability to meet the projections.  Due to the inherent uncertainty involved in making these estimates, actual results could differ materially from those estimates. Deterioration in the market or actual results as compared with the projections (including not meeting near term projections) may result in impairment in the near term. In the event the Company determines that goodwill is impaired in the future the Company would need to recognize a non-cash impairment charge. 

Impairment of Long-Lived Assets. The Company’s policy is to assess the realizability of its long-lived assets, including intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable. Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value. Future cash flow projections include assumptions for future sales levels, the impact of cost reduction programs, and the level of working capital needed to support each business. The amount of any impairment then recognized would be calculated as the difference between the estimated fair value and the carrying value of the asset. The Company recognized $5,736 in net impairments related to goodwill and trademarks for the year ended December 31, 2018 but did not have any impairment for the years ended December 31, 2017 and 2016.

Warranty Expense. The Company establishes reserves for future warranty expense at the point when revenue is recognized by the Company and is based on a percentage of revenues. The provision for estimated warranty claims, which is included in cost of sales, is based on sales.

Retirement Benefit Costs and Termination Benefits. Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

net interest expense or income; and

remeasurement.

The PM Group presents the first two components of defined benefit costs in profit or loss in the line item personnel. Curtailment gains and losses are accounted for as past service costs. The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in PM Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans. A liability for a termination benefit is recognized at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs.

Litigation Claims. In determining whether liabilities should be recorded for pending litigation claims, the Company must assess the allegations and the likelihood that it will successfully defend itself. When the Company believes it is probable that it will not prevail in a particular matter, it will then make an estimate of the amount of liability based, in part, on the advice of outside legal counsel.

34


Income Taxes.

The Company accounts for income taxes under the provisions of ASC 740 “Income Taxes,” which requires recognition of income taxes based on amounts payable with respect to the current year and the effects of deferred taxes for the expected future tax consequences of events that have been included in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial accounting and tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more-likely-than-not a tax benefit will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of any net operating loss carryforwards. See Note 16 to our Consolidated Financial Statements for further details.

 

The Jobs Act also establishes global intangible low-taxed income (“GILTI”) provisions that impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company has elected to recognize GILTI as a period cost as incurred, therefore there are no deferred taxes recognized for basis differences that are expected to impact the amount of the GILTI inclusion upon reversal.

ASC 740 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company records interest and penalties related to income tax matters in the provision for income taxes.

Comprehensive Income. Reporting “Comprehensive Income” requires reportingRecently Issued Pronouncements – Not Yet Adopted

In March 2020, the FASB issued guidance under ASC 848, Reference Rate Reform. This guidance provides optional expedients and displaying comprehensive incomeexceptions to account for debt, leases, contracts, hedging relationships and its components. Comprehensive income includes, in additionother transactions that reference LIBOR or another reference rate if certain criteria are met. The guidance is effective immediately and may be applied prospectively to net earnings, other items that are reported as direct adjustments to stockholder’s equity. Currently,contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company determined there was no material effect on the comprehensive income adjustment required for the Company has two components. First is a foreign currency translation adjustment, the result of consolidating its foreign subsidiaries. The second component is a derivative instrument fair market value adjustment (net of income taxes)Company’s financial statements related to forward currencyReference Rate Reform guidance.

In January 2021, the FASB issued ASU 2021-01, which refines the scope of ASC 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts designated as a cash flow hedge.

Business Combinations. The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4)certain hedging relationships affected by changes in deferred tax asset valuation allowancesthe interest rates used for discounting cash flows, for computing variation margin settlements, and income tax uncertainties afterfor calculating price alignment interest (PAI) in connection with reference rate reform activities under way in global financial markets (the “discounting transition”). We are currently evaluating the acquisition date generally will affect income tax expense.potential effects of the adoption of this guidance on our Consolidated Financial Statements.

ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed be recognized as goodwill. In accordance with ASC 805, any excess of fair value of acquired net assets, including identifiable intangibles assets, over the acquisition consideration results in a bargain purchase gain. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities

There have been identified and recognized and perform re-measurementsno other accounting pronouncements issued, but not yet adopted by us, which are expected to verify that the consideration paid, assets acquired and liabilities assumed have been properly valued.a material impact on our Condensed Consolidated Financial Statements.

21


Recently Adopted Accounting Guidance

Recently Issued Pronouncements – Not Adopted

In February 2016,December 2019, the FASB issued ASU 2016-02, “Leases (Topic 842),”2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2016-02”2019-12”), which requires lesseesintended to recognize assets and liabilities for leases with lease terms of more than 12 months and disclose key information about leasing arrangements. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.  Subsequently, the FASB issued the following standardssimplify various aspects related to accounting for income taxes. ASU 2016-02:2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application of Topic 740. The effective date for ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842,”, ASU 2018-10, “Codification Improvements to Topic 842, Leases”, ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”) and ASU 2018-20, “Narrow-Scope Improvements for Lessors”, which provided additional guidance and clarity to ASU 2016-02 (collectively, the “New Lease Standard”). The Company has adopted the New Lease Standard in2019-12 was the first quarter of fiscal year 2019 under the alternative transition method permitted by ASU 2018-11. This transition method allows an entity to initially apply the requirements of the New Lease Standard at the adoption date, versus at the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The New Lease Standard provides a number of optional practical expedients in transition. The Company expects to elect the transition package of practical expedients, the practical expedient to not separate lease and non-lease components for all of its leases,2021 and the short-term lease recognition exemption for all of its leases that qualify for it. The Company has estimated additions of $3,245 for right of use assets and $3,263 for liabilities to be reflected in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

35


In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” (“ASU 2018-2”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from H.R. 1 “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (commonly known as “Tax Cuts and Jobs Act”). The effective date will be the first quarter of fiscal year 2019. The Company is evaluating the impact that adoption of this new standard will have on its consolidated financial statements.

Recently Adopted Accounting Guidance

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date”, which amends ASU 2014-09.  As a result, the effective date is the first quarter of 2018, with early adoption permitted.  The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis.as of January 1, 2021. The adoption of this guidance did not have a significant impact on theour operating results when adopted.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in ASU 2016-01, among other things, require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changesin fair value recognized in net income; requires public business entities to use the exit price notion when measuring fair value of financialinstruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form offinancial asset (i.e., securities or loans and receivables); and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate fair value that is required to be disclosed for financial instruments measured at amortized cost. The effective date is the first quarter of fiscal year 2018.  The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have a significant impact on the operating results when adopted.

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” (“ASU 2016-08”). ASU 2016-08 further clarifies principal and agent relationships within ASU 2014-09. Similar to ASU 2014-09, the effective date is the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on the operating results when adopted.

In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing” (“ASU 2016-10”).  The amendments in ASU 2016-10 are expected to reduce the cost and complexity of applying the guidance on identifying promised goods or services in contracts with customers and to improve the operability and understandability of licensing implementation guidance related to the entity's intellectual property.  Similar to ASU 2014-09, the effective date is the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on the operating results when adopted.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”).  ASU 2016-15 reduces the existing diversity in practice in financial reporting by clarifying existing principles in ASC 230, “Statement of Cash Flows,” and provides specific guidance on certain cash flow classification issues.  The effective date for ASU 2016-15 is the first quarter of fiscal year 2018 with early adoption permitted. The Company made an election to use the “Cumulative Earning Approach” to classify distributions received from equity investments.  Other than the aforementioned election (which may have a future impact), the adoption of this guidance during the quarter ended March 31, 2018, did not have an impact on the Company’s Statement of Cash Flows.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740) - Intra-Entity Transfer of Assets Other than Inventory,” (“ASU 2016-16”).  ASU 2016-16 requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (excluding inventory) when the transfer occurs. This is a change from existing GAAP which prohibits recognition of current and deferred income taxes until the asset is sold to a third party.  The effective date for ASU 2016-16 is the first quarter of fiscal year 2018 with early adoption permitted.  The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have a significant impact on the operating results when adopted.

36


In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,” (“ASU 2016-18”). ASU 2016-18 requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 on January 1, 2018. Adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” (“ASU 2017-01”). ASU 2017-01 provides guidance in ascertaining whether a collection of assets and activities is considered a business. The effective date is the first quarter of fiscal year 2018, with prospective application. The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have an impact on the operating results when adopted.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment. The effective date will be the first quarter of fiscal year 2020, with early adoption permitted in 2017. The Company adopted the guidance for the year ended December 31, 2018.results.

Except as noted above, the guidance issued by the FASB is not expected to have a material effect on the Company’s consolidated financial statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for Smaller Reporting Companies.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to certain market risks that exist as part of our ongoing business operations and the Company uses derivative financial instruments, where appropriate, to manage our foreign exchange risks. As a matter of policy, the Company does not engage in trading or speculative transactions. For further information on accounting policies related to derivative financial instruments, refer to Note 7 - “Derivative Financial Instruments” in our Consolidated Financial Statements.

Foreign Exchange Risk

The Company is exposed to fluctuations in foreign currency cash flows related to third-party purchases and sales, intercompany product shipments and intercompany loans. The Company is also exposed to fluctuations in the value of foreign currency investments in subsidiaries and cash flows related to repatriation of these investments. Additionally, the Company is exposed to volatility in the translation of foreign currency earnings to U.S. Dollars. Primary exposures include the U.S. Dollar when compared to functional currencies of our major foreign subsidiaries, primarily the Euro. The Company assesses foreign currency risk based on transactional cash flows, identifies naturally offsetting positions and purchases hedging instruments to partially offset anticipated exposures. At December 31, 2018, the Company had no outstanding foreign currency exchange contracts being used to hedge future sale that would qualify as cash flow hedges.  The Company, however, has foreign currency exchange contract to sell 2.0 billion Chilean pesos.  This contract is intended to hedge an intercompany receivable that PM has from its Chilean subsidiary.   This forward currency exchange contract has been determined not to be considered a hedge under ASC 815-10, as such aggregate changes in the translation effect of foreign currency exchange rate changes would have on our operating income. At December 31, 2018, the Company performed a sensitivity analysis on the effect that exchange rate changes would have on the Company. Based on this sensitivity analysis, we have determined that a change in the value of the U.S. Dollar relative to currencies outside the U.S. by 10% to amounts already incorporated in the financial statements for the year ended December 31, 2018 would have $0.3 million impact on the translation effect of foreign currency exchange rate changes already included in our reported operating income for the period.

Interest Rate Risk

The Company is exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing issuances of variable rate debt. Primary exposure includes movements in the U.S. prime rate and EURIBOR.  At December 31, 2018, the Company had approximately $67.8 million of variable interest debt with average weighted average interest rate at year end of approximately 3.84%. PM subsidiary had interest rate swaps on €0.002 million of its debt. The fair value of the interest rate swaps, which represents the cost to settle these arrangements at December 31, 2018 was approximately $0.002 million.  At December 31, 2018, the Company performed a sensitivity analysis to determine the impact of an increase in interest rates. Based on this sensitivity analysis, the Company has determined that an increase of 10% in our average floating interest rates at December 31, 2018 would increase interest expense by approximately $0.3 million.

37


Commodities Risk

Principal materials and components that the Company uses in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, electric controls and motors, and a variety of other commodities and fabricated or manufactured items. Extreme movements in the cost and availability of these materials and components may affect the Company’s financial performance. Changes to input costs did not have a significant effect on the Company’s operating performance in 2018. During 2018, raw materials and components were generally available to meet our production schedules and had no significant impact on 2018 revenues.

In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain businesses receive materials and components from a single source supplier, although alternative suppliers of such materials may be generally available. Current and potential suppliers are evaluated on a regular basis on their ability to meet our requirements and standards. The Company actively manages our material supply sourcing, and may employ various methods to limit risk associated with commodity cost fluctuations and availability. The inability of suppliers, especially any single source suppliers for a particular business, to deliver materials and components promptly could result in production delays and increased costs to manufacture the Company’s products. To mitigate the impact of these risks, the Company continues to search for acceptable alternative supply sources and less expensive supply options on a regular basis, including improving the globalization.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of the Company’s independent registered public accounting firm and the Company’s Consolidated Financial Statements are filed pursuant to this Item 8 and are included in this report. See the Index to Financial Statements.

 

 

3822


Index to Financial Statements

The financial statements of the registrant required to be included in Item 8 are listed below:

 

 

 

Page

Reference

 

ReportsReport of Independent Registered Public Accounting FirmsFirm (PCAOB ID Number 248)

 

4024

 

 

 

Consolidated Financial Statements:

 

 

 

 

 

Consolidated Balance Sheets as of December 31, 20182021 and 20172020

 

4428

 

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2018, 20172021 and 20162020

 

4529

 

 

 

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2018, 20172021 and 20162020

 

4630

 

 

 

Consolidated Statements of Shareholders’ Equity for Years Ended December 31, 2018, 20172021 and 20162020  

 

4731

 

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 20172021 and 20162020  

 

4832

 

 

 

Notes to Consolidated Financial Statements

 

49-9033-59

 

39

23


Report of Independent RegisteredRegistered Public Accounting Firm

 

Board of Directors and Shareholders

Manitex International, Inc.

 

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Manitex International, Inc. and subsidiaries  (the “Company”) as of December 31, 2018,2021 and 2020, the related consolidated statements of operations, comprehensive loss,income, shareholders’ equity, and cash flows for each of the yeartwo years in the period ended December 31, 2018,2021, and the related notes and financial statement schedule(s) included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018,2021 and 2020, and the results of its operations and its cash flows for each of the yeartwo years in the period ended December 31, 2018,2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 20199, 2022 expressed an adverseunqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment analysis

As described further in Note 3 to the financial statements, the Company evaluates goodwill for impairment at the reporting unit level annually or more frequently if indicators of impairment exist. During the course of the year, the Company performed a quantitative goodwill impairment assessment for the Company’s three reporting units of Manitex, PM, and Valla. The quantitative impairment assessment involves the comparison of the fair value of a reporting unit to its carrying amount. The Company used a weighting of the income and market approaches to determine the fair value of the reporting unit.

We identified the goodwill impairment analysis as a critical audit matter for the Manitex reporting unit because evaluating management's quantitative goodwill impairment test involved a high degree of auditor judgment due to the significant estimation required to determine the fair value of each reporting unit.  

The principal considerations for our determination that the goodwill impairment analysis is a critical audit matter are that the fair value estimate was sensitive to significant assumptions, such as forecasted revenues, operating income margins, discount rate, and estimated valuation multiples.

24


Our audit procedures related to the goodwill impairment analysis included the following, among others:

We tested the design and operating effectiveness of key controls over the Company's goodwill impairment assessment process including review of the valuation model and significant assumptions used.  

We tested the significant assumptions discussed above by assessing the reasonableness of management’s forecasts compared to current results and forecasted industry trends.  

With the assistance of our valuation specialists, we evaluated the selection of the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations by developing a range of independent estimates and comparing those to the rates selected by management.

We also involved our valuation specialists to evaluate the market approach, including evaluating the reasonableness of estimated valuation multiples.

We also involved our valuation specialist to evaluate the market capitalization reconciliation and implied control premium performed by the Company.

 

/s/ GRANT THORNTON LLP

 

 

We have served as the Company’s auditor since 2018.

 

Chicago, Illinois

March 15, 20199, 2022

25


 

40


Report of Independent Registered Public Accounting Firm

 

 

Board of Directors and Shareholders

Manitex International, Inc.

 

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Manitex International, Inc.Inc and subsidiaries (the “Company”) as of December 31, 2018,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weaknesses described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment:

(1)

The Company did not maintain an adequate process for the intake of new contracts, customers and vendors, particularly for contracts involving unique transaction structures or unusual obligations on the part of the Company, to ensure that all contracts are appropriately reviewed and approved, and the associated financial reporting requirements associated with such contracts and transactions structures are properly identified and complied with in accordance with Generally Accepted Accounting Principles.

(2)

The Company did not maintain adequate entity-level controls with respect to ensuring adequate supporting documentation for journal entries and review procedures with respect to journal entries and disbursements that were unusual in nature and of significant amounts.  

(3)

The Company did not maintain an adequate review process with respect to the accounting of bill-and-hold transactions and ensuring proper revenue recognition.

(4)

The Company did not maintain a formal and consistent policy for establishing inventory reserves for excess and obsolete inventory.

(5)

The Company did not maintain an effective control environment over information technology general controls, based on the criteria established in the COSO framework, to enable identification and mitigation of risks of material accounting errors.

(6)

The Company historically has grown through acquisition of non-public companies. In the course of integrating these companies’ financial reporting methods and systems with those of the Company, the Company has not effectively designed and implemented effective internal control activities, based on the criteria established in the COSO framework across the organization.  The Company has identified deficiencies in the principles associated with the control activities component of the COSO framework.  Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to (i) the Company’s ability to attract, develop, and retain sufficient personnel to perform control activities, (ii) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives, (iii) deploying control activities through consistent policies that establish what is expected and procedures that put policies into action, and (iv) holding individuals accountable for their internal control related responsibilities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2018. The material weaknesses identified above were considered in determining the nature, timing,2021, and extent of audit tests applied in our audit of the 2018 consolidated financial statements, and this report does not affect our report dated March 15, 2019, which9, 2022 expressed an unqualified opinion on those financial statements.

41


Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

26


Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Other information

We do not express an opinion or any other form of assurance on management’s remediation activities related to prior year material weaknesses or management’s remediation plans for the current year material weaknesses in internal control over financial reporting.

/s/ GRANT THORNTON LLP

 

 

Chicago, Illinois

March 15, 2019

42


Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Shareholders of Manitex International, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Manitex International, Inc. and Subsidiaries (the Company) as of December 31, 2017, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the two years ended December 31, 2017, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for each of the two years ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.  

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that our audits provides a reasonable basis for our opinion.  

We served as the Company’s auditor from 2006 through April 2018.

/s/ UHY LLP

Sterling Heights, Michigan

April 10, 20189, 2022

 

 

4327


MANITEX INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

As of December 31,

 

 

As of December 31,

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

22,103

 

 

$

5,014

 

 

$

21,359

 

 

$

17,161

 

Cash - restricted

 

 

245

 

 

 

352

 

 

 

222

 

 

 

240

 

Marketable equity securities

 

 

2,160

 

 

 

 

Trade receivables (net)

 

 

45,448

 

 

 

46,633

 

 

 

30,515

 

 

 

30,418

 

Other receivables

 

 

2,374

 

 

 

1,946

 

 

 

2,039

 

 

 

179

 

Inventory (net)

 

 

58,024

 

 

 

54,360

 

 

 

64,965

 

 

 

56,055

 

Prepaid expense and other

 

 

1,639

 

 

 

2,017

 

Prepaid expense and other current assets

 

 

2,436

 

 

 

2,218

 

Total current assets

 

 

131,993

 

 

 

110,322

 

 

 

121,536

 

 

 

106,271

 

Total fixed assets, net of accumulated depreciation of $14,826 and $12,921, at December 31, 2018 and

2017, respectively

 

 

20,249

 

 

 

22,038

 

Total fixed assets, net of accumulated depreciation of $18,662 and $17,444, at December 31, 2021 and

2020, respectively

 

 

16,460

 

 

 

18,723

 

Operating lease assets

 

 

3,563

 

 

 

4,068

 

Intangible assets (net)

 

 

24,773

 

 

 

31,014

 

 

 

11,946

 

 

 

15,671

 

Goodwill

 

 

36,298

 

 

 

43,569

 

 

 

24,949

 

 

 

27,472

 

Equity investment in ASV Holdings, Inc.

 

 

 

 

 

14,931

 

Other long-term assets

 

 

1,570

 

 

 

1,475

 

 

 

1,143

 

 

 

1,143

 

Deferred tax asset

 

 

2,366

 

 

 

1,839

 

Deferred tax assets

 

 

178

 

 

 

247

 

Total assets

 

$

217,249

 

 

$

225,188

 

 

$

179,775

 

 

$

173,595

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

44,136

 

 

$

32,429

 

Accrued expenses

 

 

10,539

 

 

 

7,909

 

Related party payables (net)

 

 

203

 

 

 

52

 

Notes payable

 

$

22,706

 

 

$

29,131

 

 

 

18,401

 

 

 

16,510

 

Current portion of capital lease obligations

 

 

422

 

 

 

378

 

Accounts payable

 

 

36,896

 

 

 

35,386

 

Accounts payable related parties

 

 

1,371

 

 

 

1,331

 

Accrued expenses

 

 

9,249

 

 

 

10,070

 

Current portion of finance lease obligations

 

 

399

 

 

 

344

 

Current portion of operating lease obligations

 

 

1,064

 

 

 

1,167

 

Customer deposits

 

 

2,310

 

 

 

2,242

 

 

 

7,121

 

 

 

2,363

 

Other current liabilities

 

 

 

 

 

890

 

Deferred income liability

 

 

 

 

 

3,747

 

Total current liabilities

 

 

72,954

 

 

 

79,428

 

 

 

81,863

 

 

 

64,521

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving term credit facilities

 

 

 

 

 

12,893

 

Notes payable

 

 

23,134

 

 

 

26,656

 

Capital lease obligations

 

 

5,061

 

 

 

5,483

 

Convertible note-related party (net)

 

 

7,158

 

 

 

7,005

 

Convertible note (net)

 

 

14,530

 

 

 

14,310

 

Deferred gain on sale of building

 

 

842

 

 

 

969

 

Revolving term credit facilities (net)

 

 

12,717

 

 

 

12,606

 

Notes payable (net)

 

 

10,089

 

 

 

13,625

 

Finance lease obligations (net of current portion)

 

 

3,822

 

 

 

4,221

 

Non-current operating lease obligations (net of current portion)

 

 

2,499

 

 

 

2,901

 

Deferred gain on sale of property

 

 

507

 

 

 

587

 

Deferred tax liability

 

 

92

 

 

 

3,384

 

 

 

1,074

 

 

 

1,333

 

Other long-term liabilities

 

 

5,474

 

 

 

4,215

 

 

 

4,389

 

 

 

4,892

 

Total long-term liabilities

 

 

56,291

 

 

 

74,915

 

 

 

35,097

 

 

 

40,165

 

Total liabilities

 

 

129,245

 

 

 

154,343

 

 

 

116,960

 

 

 

104,686

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at

December 31, 2018 and 2017

 

 

 

 

 

 

Common Stock—no par value 25,000,000 shares authorized, 19,645,773 and 16,617,932 shares

issued and outstanding at December 31, 2018 and 2017, respectively

 

 

130,260

 

 

 

97,661

 

Paid in capital

 

 

2,674

 

 

 

2,802

 

Preferred Stock—Authorized 150,000 shares, 0 shares issued or outstanding at

December 31, 2021 and 2020

 

 

 

 

 

 

Common Stock—no par value 25,000,000 shares authorized, 19,940,487 and 19,821,090 shares

issued and outstanding at December 31, 2021 and 2020, respectively

 

 

132,206

 

 

 

131,455

 

Paid-in capital

 

 

3,264

 

 

 

3,025

 

Retained deficit

 

 

(41,761

)

 

 

(28,583

)

 

 

(68,436

)

 

 

(63,863

)

Accumulated other comprehensive loss

 

 

(3,169

)

 

 

(1,035

)

 

 

(4,219

)

 

 

(1,708

)

Total equity

 

 

88,004

 

 

 

70,845

 

 

 

62,815

 

 

 

68,909

 

Total liabilities and equity

 

$

217,249

 

 

$

225,188

 

 

$

179,775

 

 

$

173,595

 

 

The accompanying notes are an integral part of these financial statements

4428


MANITEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

 

 

 

For the years ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Net revenues

 

$

242,107

 

 

$

213,112

 

 

$

173,197

 

Cost of sales

 

 

198,060

 

 

 

176,266

 

 

$

143,260

 

Gross profit

 

 

44,047

 

 

 

36,846

 

 

 

29,937

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development costs

 

 

2,839

 

 

 

2,564

 

 

 

2,939

 

Selling, general and administrative expenses

 

 

35,707

 

 

 

34,547

 

 

 

36,972

 

Impairment of intangibles

 

 

5,736

 

 

 

 

 

 

 

Total operating expenses

 

 

44,282

 

 

 

37,111

 

 

 

39,911

 

Operating loss

 

 

(235

)

 

 

(265

)

 

 

(9,974

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(5,508

)

 

 

(6,498

)

 

 

(6,390

)

Interest income

 

 

168

 

 

 

 

 

 

 

Change in fair value of securities held

 

 

(5,494

)

 

 

 

 

 

 

Interest expense related to write off of debt issuance costs

 

 

 

 

 

 

 

 

(1,439

)

Foreign currency transaction loss

 

 

(814

)

 

 

(1,149

)

 

 

(1,115

)

Other (loss) income

 

 

(374

)

 

 

367

 

 

 

915

 

Total other expense

 

 

(12,022

)

 

 

(7,280

)

 

 

(8,029

)

Loss before income taxes and loss in non-marketable equity

   interest from continuing operations

 

 

(12,257

)

 

 

(7,545

)

 

 

(18,003

)

Income tax expense (benefit) from continuing operations

 

 

511

 

 

 

(118

)

 

 

(566

)

(Loss) income in equity investments, net of taxes

 

 

(409

)

 

 

360

 

 

 

(5,752

)

Loss from continuing operations

 

 

(13,177

)

 

 

(7,067

)

 

 

(23,189

)

Discontinued operations: (Note 26)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations of discontinued operations (including loss

   on disposal of $1,302 and $14,418 in 2017 and 2016,

   respectively)

 

 

 

 

 

(742

)

 

 

(14,441

)

Income tax (benefit) expense

 

 

 

 

 

(5

)

 

 

37

 

Loss on discontinued operations

 

 

 

 

 

(737

)

 

 

(14,478

)

Net loss

 

 

(13,177

)

 

 

(7,804

)

 

 

(37,667

)

(Income) loss attributable to noncontrolling interest

 

 

 

 

 

(274

)

 

 

574

 

Loss attributable to shareholders of Manitex

   International, Inc.

 

$

(13,177

)

 

$

(8,078

)

 

$

(37,093

)

Earnings (loss) Per Share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations attributable to

   shareholders of Manitex International, Inc.

 

$

(0.72

)

 

$

(0.43

)

 

$

(1.44

)

Loss from discontinued operations attributable to shareholders of

   Manitex International, Inc.

 

$

 

 

$

(0.06

)

 

$

(0.86

)

Loss attributable to shareholders of Manitex

   International, Inc.

 

$

(0.72

)

 

$

(0.49

)

 

$

(2.30

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations attributable to

   shareholders of Manitex International, Inc.

 

$

(0.72

)

 

$

(0.43

)

 

$

(1.44

)

Loss from discontinued operations attributable to shareholders of

   Manitex International, Inc.

 

$

 

 

$

(0.06

)

 

$

(0.86

)

Loss attributable to shareholders of Manitex

   International, Inc.

 

$

(0.72

)

 

$

(0.49

)

 

$

(2.30

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

Diluted

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

 

 

For the years ended December 31,

 

 

 

2021

 

 

2020

 

Net revenues

 

$

211,539

 

 

$

167,498

 

Cost of sales

 

 

175,377

 

 

 

136,632

 

Cost of sales - inventory write-down

 

 

3,226

 

 

 

 

Gross profit

 

 

32,936

 

 

 

30,866

 

Operating expenses

 

 

 

 

 

 

 

 

Research and development costs

 

 

3,332

 

 

 

3,227

 

Selling, general and administrative expenses

 

 

31,948

 

 

 

28,743

 

Impairment of intangibles and fixed assets

 

 

2,078

 

 

 

6,722

 

Total operating expenses

 

 

37,358

 

 

 

38,692

 

Operating income (loss)

 

 

(4,422

)

 

 

(7,826

)

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,084

)

 

 

(3,595

)

Interest income

 

 

43

 

 

 

97

 

Gain on extinguishment of debt

 

 

 

 

 

595

 

Gain on Paycheck Protection Program loan forgiveness

 

 

3,747

 

 

 

 

Foreign currency transaction loss

 

 

(543

)

 

 

(813

)

Other income (expense)

 

 

(97

)

 

 

(503

)

Total other income (expense)

 

 

1,066

 

 

 

(4,219

)

Income (loss) before income taxes from

   continuing operations

 

 

(3,356

)

 

 

(12,045

)

Income tax expense from continuing operations

 

 

1,217

 

 

 

674

 

Net income (loss) from continuing operations

 

 

(4,573

)

 

 

(12,719

)

Discontinued operations:

 

 

 

 

 

 

 

 

Loss from operations of discontinued operations

 

 

 

 

 

(888

)

Income tax expense

 

 

 

 

 

3

 

Loss on discontinued operations

 

 

 

 

 

(891

)

Net income (loss)

 

$

(4,573

)

 

$

(13,610

)

Earnings (loss) Per Share

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.23

)

 

$

(0.64

)

Loss from discontinued operations

 

$

 

 

$

(0.05

)

Net income (loss)

 

$

(0.23

)

 

$

(0.69

)

Diluted

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.23

)

 

$

(0.64

)

Loss from discontinued operations

 

$

 

 

$

(0.05

)

Net income (loss)

 

$

(0.23

)

 

$

(0.69

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

19,900,117

 

 

 

19,773,081

 

Diluted

 

 

19,900,117

 

 

 

19,773,081

 

 

The accompanying notes are an integral part of these financial statements

4529


MANITEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

 

 

 

For the year ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Net loss:

 

$

(13,177

)

 

$

(7,804

)

 

$

(37,667

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(2,134

)

 

 

3,237

 

 

 

1,120

 

Total other comprehensive (loss) income

 

 

(2,134

)

 

 

3,237

 

 

 

1,120

 

 

 

 

(15,311

)

 

 

(4,567

)

 

 

(36,547

)

Comprehensive (income) loss attributable to noncontrolling interest

 

 

 

 

 

(274

)

 

 

574

 

Total comprehensive loss attributable to shareholders of

   Manitex International, Inc.

 

$

(15,311

)

 

$

(4,841

)

 

$

(35,973

)

 

 

For the years ended December 31,

 

 

 

2021

 

 

2020

 

Net income (loss)

 

$

(4,573

)

 

$

(13,610

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

(2,511

)

 

 

1,992

 

Total other comprehensive income (loss)

 

 

(2,511

)

 

 

1,992

 

Total comprehensive loss

 

$

(7,084

)

 

$

(11,618

)

 

The accompanying notes are an integral part of these financial statements

4630


MANITEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except per share data)

 

 

 

For the year ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

 

 

16,617,932

 

 

 

16,200,294

 

 

 

16,072,100

 

Employee 2004 incentive plan grant

 

 

122,820

 

 

 

124,151

 

 

 

68,876

 

Repurchase to satisfy withholding and cancelled

 

 

(13,521

)

 

 

(22,820

)

 

 

(13,055

)

Shares issued under ATM program

 

 

 

 

 

294,524

 

 

 

 

Stock issued in connection with asset purchase

 

 

 

 

 

21,783

 

 

 

 

Shares issued to pay rent

 

 

 

 

 

 

 

 

41,948

 

Shares issued to Tadano (see Note 21)

 

 

2,918,542

 

 

 

 

 

 

 

Shares issued to repay debt

 

 

 

 

 

 

 

 

30,425

 

Balance end of year

 

 

19,645,773

 

 

 

16,617,932

 

 

 

16,200,294

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

 

$

97,661

 

 

$

94,324

 

 

$

93,186

 

Employee 2004 incentive plan grant

 

 

981

 

 

 

925

 

 

 

841

 

Repurchase to satisfy withholding and cancelled

 

 

(125

)

 

 

(168

)

 

 

(80

)

Shares issued under ATM program

 

 

 

 

 

2,426

 

 

 

 

Shares issued to pay rent

 

 

 

 

 

154

 

 

 

227

 

Shares issued to Tadano

 

 

31,743

 

 

 

 

 

 

 

Shares issued to repay debt

 

 

 

 

 

 

 

 

150

 

Balance end of year

 

$

130,260

 

 

$

97,661

 

 

$

94,324

 

Paid in Capital

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

 

$

2,802

 

 

$

2,918

 

 

$

2,630

 

Proportional share of increase in equity investments' paid in capital

 

 

14

 

 

 

11

 

 

 

 

Employee 2004 incentive plan grant

 

 

(142

)

 

 

(127

)

 

 

288

 

Balance end of year

 

$

2,674

 

 

$

2,802

 

 

$

2,918

 

Retained Earnings (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

Balance (deficit) earnings at beginning of the year

 

$

(28,583

)

 

$

(20,505

)

 

$

16,588

 

Net loss attributable to shareholders of Manitex

   International, Inc.

 

 

(13,177

)

 

 

(8,078

)

 

 

(37,093

)

Deficit end of year

 

$

(41,760

)

 

$

(28,583

)

 

$

(20,505

)

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

Deficit at beginning of the year

 

$

(1,035

)

 

$

(4,272

)

 

$

(5,392

)

(Loss) gain on foreign currency translation

 

 

(2,134

)

 

 

3,237

 

 

 

1,120

 

Deficit end of year

 

$

(3,169

)

 

$

(1,035

)

 

$

(4,272

)

Equity Attributable to Noncontrolling Interest

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the year

 

$

 

 

$

25,164

 

 

$

23,288

 

Investment received from noncontrolling interest

 

 

 

 

 

 

 

 

2,450

 

Deconsolidation of ASV

 

 

 

 

 

(25,438

)

 

 

 

Net income (loss) attributable to noncontrolling interest

 

 

 

 

 

274

 

 

 

(574

)

Balance end of year

 

$

 

 

$

 

 

$

25,164

 

 

 

Outstanding shares

 

 

Common Stock

 

 

APIC

 

 

Retained Deficit

 

 

AOCI (Loss)

 

 

Total

 

Balance at December 31, 2019

 

 

19,713,185

 

 

$

130,710

 

 

$

2,793

 

 

$

(50,253

)

 

$

(3,700

)

 

$

79,550

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(13,610

)

 

 

 

 

 

(13,610

)

Gain on foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,992

 

 

 

1,992

 

Employee 2004 and 2019 incentive plan grant

 

 

121,027

 

 

 

806

 

 

 

(806

)

 

 

 

 

 

 

 

 

 

Repurchase to satisfy withholding and cancelled

 

 

(13,122

)

 

 

(61

)

 

 

 

 

 

 

 

 

 

 

 

(61

)

Share-based compensation

 

 

 

 

 

 

 

 

1,038

 

 

 

 

 

 

 

 

 

1,038

 

Balance at December 31, 2020

 

 

19,821,090

 

 

$

131,455

 

 

$

3,025

 

 

$

(63,863

)

 

$

(1,708

)

 

$

68,909

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(4,573

)

 

 

 

 

 

(4,573

)

Loss on foreign currency translation

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

(2,511

)

 

 

(2,522

)

Employee 2004 and 2019 incentive plan grant

 

 

126,704

 

 

 

807

 

 

 

(807

)

 

 

 

 

 

 

 

 

 

Repurchase to satisfy withholding and cancelled

 

 

(7,307

)

 

 

(56

)

 

 

 

 

 

 

 

 

 

 

 

(56

)

Share-based compensation

 

 

 

 

 

 

 

 

1,057

 

 

 

 

 

 

 

 

 

1,057

 

Balance at December 31, 2021

 

 

19,940,487

 

 

$

132,206

 

 

$

3,264

 

 

$

(68,436

)

 

$

(4,219

)

 

$

62,815

 

 

The accompanying notes are an integral part of these financial statements

4731


MANITEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

 

 

 

For the years ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(13,177

)

 

$

(7,804

)

 

$

(37,667

)

Adjustments to reconcile net income to cash provided by (used for) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,989

 

 

 

5,107

 

 

 

6,636

 

Changes in allowances for doubtful accounts

 

 

10

 

 

 

20

 

 

 

(225

)

Loss on disposal of assets

 

 

4

 

 

 

90

 

 

 

18

 

Changes in inventory reserves

 

 

2,539

 

 

 

1,089

 

 

 

333

 

Changes in deferred income taxes

 

 

(1,210

)

 

 

(1,509

)

 

 

1,178

 

Amortization of deferred financing cost

 

 

208

 

 

 

632

 

 

 

1,978

 

Revaluation of contingent acquisition liability

 

 

345

 

 

 

(346

)

 

 

(915

)

Write down of goodwill

 

 

3,192

 

 

 

 

 

 

275

 

Write down of trademark

 

 

2,544

 

 

 

 

 

 

 

Amortization of debt discount

 

 

(85

)

 

 

446

 

 

 

528

 

Change in value of interest rate swaps

 

 

(3

)

 

 

(428

)

 

 

(776

)

Loss (income) in equity investments

 

 

204

 

 

 

(360

)

 

 

5,752

 

Change in value of securities held

 

 

5,494

 

 

 

 

 

 

 

Share-based compensation

 

 

639

 

 

 

798

 

 

 

1,129

 

Deferred gain on sale and lease back

 

 

(47

)

 

 

(9

)

 

 

(124

)

Reserves for uncertain tax provisions

 

 

357

 

 

 

49

 

 

 

54

 

Loss on sale of discontinued operations

 

 

87

 

 

 

1,290

 

 

 

14,458

 

Rent paid in stock

 

 

 

 

 

154

 

 

 

227

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable

 

 

(296

)

 

 

(11,130

)

 

 

1,607

 

(Increase) decrease in inventory

 

 

(7,277

)

 

 

17,068

 

 

 

(3,828

)

Decrease (increase) in prepaid expenses

 

 

373

 

 

 

2,641

 

 

 

(345

)

Decrease in other assets

 

 

(241

)

 

 

99

 

 

 

189

 

Increase (decrease) in accounts payable

 

 

2,764

 

 

 

(2,619

)

 

 

(4,475

)

(Decrease) in accrued expense

 

 

(277

)

 

 

(412

)

 

 

(1,165

)

(Decrease) increase in other current liabilities

 

 

(875

)

 

 

679

 

 

 

171

 

(Decrease) increase in other long-term liabilities

 

 

742

 

 

 

24

 

 

 

172

 

Discontinued operations - cash provided by (used for) operating activities

 

 

 

 

 

3,508

 

 

 

(3,824

)

Net cash provided by (used for) operating activities

 

 

1,003

 

 

 

9,077

 

 

 

(18,639

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the sale of partial interest in equity investment

 

 

7,000

 

 

 

 

 

 

 

Proceeds from the sale of fixed assets

 

 

8

 

 

 

15

 

 

 

206

 

Purchase of property and equipment

 

 

(1,196

)

 

 

(1,023

)

 

 

(1,157

)

Investment in intangibles other than goodwill

 

 

(21

)

 

 

(65

)

 

 

(97

)

Proceeds from the sale of discontinued operations

 

 

 

 

 

12,892

 

 

 

19,074

 

Discontinued operations - cash (used for) provided by investing activities

 

 

 

 

 

(84

)

 

 

417

 

Net cash provided by investing activities

 

 

5,791

 

 

 

11,735

 

 

 

18,443

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of  2015 term loan

 

 

 

 

 

 

 

 

(2,200

)

Net proceeds from stock offering

 

 

31,942

 

 

 

2,426

 

 

 

 

Payments on revolving term credit facilities

 

 

(134,993

)

 

 

(134,614

)

 

 

(6,543

)

Borrowings on revolving credit facility

 

 

122,100

 

 

 

127,550

 

 

 

 

Net (repayments) borrowings on working capital facilities

 

 

(5,568

)

 

 

3,397

 

 

 

1,828

 

New borrowings—except 2015 term loan

 

 

7

 

 

 

2,600

 

 

 

12,892

 

Note payments

 

 

(1,922

)

 

 

(16,465

)

 

 

(6,678

)

Bank fees and cost related to new financing

 

 

(50

)

 

 

(50

)

 

 

(1,255

)

Shares repurchased for income tax withholding on share-based compensation

 

 

(124

)

 

 

(168

)

 

 

(80

)

Proceeds from sale and leaseback

 

 

 

 

 

896

 

 

 

4,080

 

Payments on capital lease obligations

 

 

(378

)

 

 

(1,381

)

 

 

(510

)

Discontinued operations - cash used for financing activities

 

 

 

 

 

(5,058

)

 

 

(4,941

)

Net cash provided by (used for) financing activities

 

 

11,014

 

 

 

(20,867

)

 

 

(3,407

)

Net increase (decrease) in cash and cash equivalents

 

 

17,808

 

 

 

(55

)

 

 

(3,603

)

Effect of exchange rate changes on cash

 

 

(826

)

 

 

107

 

 

 

2,999

 

Cash and cash equivalents at the beginning of the year

 

 

5,366

 

 

 

5,314

 

 

 

5,918

 

Cash and cash equivalents at end of period

 

$

22,348

 

 

$

5,366

 

 

$

5,314

 

 

 

For the years ended December 31,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(4,573

)

 

$

(13,610

)

Adjustments to reconcile net loss to cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,343

 

 

 

4,354

 

Gain on sale of discontinued operations

 

 

 

 

 

(319

)

Gain from extinguishment of debt

 

 

 

 

 

(595

)

Gain on forward currency contract

 

 

(278

)

 

 

 

Changes in allowances for doubtful accounts

 

 

42

 

 

 

(478

)

Gain on Payroll Protection Program loan forgiveness

 

 

(3,747

)

 

 

 

Inventory write-down

 

 

3,226

 

 

 

 

Changes in inventory reserves

 

 

(1,621

)

 

 

(1,021

)

Changes in deferred income taxes

 

 

(106

)

 

 

458

 

Amortization of deferred financing cost

 

 

111

 

 

 

376

 

Write-down of goodwill

 

 

1,130

 

 

 

6,585

 

Write-down of intangibles

 

 

872

 

 

 

137

 

Write-down of fixed assets

 

 

76

 

 

 

 

Amortization of debt discount

 

 

152

 

 

 

508

 

Share-based compensation

 

 

1,056

 

 

 

1,038

 

Deferred gain on sale and lease back

 

 

(80

)

 

 

(80

)

Reserves for uncertain tax provisions

 

 

 

 

 

(131

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in accounts receivable

 

 

(322

)

 

 

5,954

 

(Increase) decrease in other receivable

 

 

(1,947

)

 

 

870

 

(Increase) decrease in inventory

 

 

(12,777

)

 

 

4,746

 

(Increase) decrease in prepaid expenses

 

 

(273

)

 

 

2,772

 

Increase in other assets

 

 

(89

)

 

 

(1,065

)

Increase in accounts payable

 

 

14,221

 

 

 

165

 

Increase in deferred income

 

 

 

 

 

3,747

 

Increase (decrease) in accrued expenses

 

 

3,293

 

 

 

(1,913

)

Increase in other current liabilities

 

 

4,973

 

 

 

738

 

Decrease in other long-term liabilities

 

 

(226

)

 

 

(1,200

)

Net cash provided by operating activities

 

 

7,456

 

 

 

12,036

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from the sale of assets from discontinued operations

 

 

 

 

 

1,553

 

Purchase of property and equipment

 

 

(890

)

 

 

(709

)

Investment in intangibles other than goodwill

 

 

(247

)

 

 

 

Net cash (used) provided by investing activities

 

 

(1,137

)

 

 

844

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Payments on revolving term credit facilities

 

 

 

 

 

(3,500

)

Borrowings on revolving term credit facility

 

 

 

 

 

16,300

 

Net borrowings (repayments) on working capital facilities

 

 

3,055

 

 

 

(2,276

)

Repayments on convertible notes

 

 

 

 

 

(22,500

)

New borrowings- other

 

 

1,095

 

 

 

246

 

Note payments

 

 

(3,704

)

 

 

(8,287

)

Bank fees and cost related to new financing

 

 

 

 

 

(194

)

Shares repurchased for income tax withholding on share-based compensation

 

 

(56

)

 

 

(61

)

Payments on finance lease obligations

 

 

(344

)

 

 

(496

)

Net cash provided by (used) for financing activities

 

 

46

 

 

 

(20,768

)

Net increase (decrease) in cash and cash equivalents

 

 

6,365

 

 

 

(7,888

)

Effect of exchange rate changes on cash

 

 

(2,185

)

 

 

1,712

 

Cash and cash equivalents at the beginning of the year

 

 

17,401

 

 

 

23,577

 

Cash and cash equivalents at end of period

 

$

21,581

 

 

$

17,401

 

 

(See Note 1716 for other supplemental cash flow information)

*Includes related party activities, see Note 20.

The accompanying notes are an integral part of these financial statements

4832


MANITEX INTERNATIONAL INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share data)

 

Note 1. Nature of Operations

The Company is a leading provider of engineered lifting solutions. The Company operatesreports in a single reportable business segment and fivehas 4 operating segments.

segments, under which there are 5 reporting units. The Company has integrated Manitex and Badger reporting units into 1 operating segment as a substantial portion of the sales from Badger are intercompany sales to Manitex. While the Company continues to report Badger as a separate reporting unit, its results are combined with Manitex and reported at the combined Manitex operating segment. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. Through its

Manitex Inc. (“Manitex”) subsidiary it markets a comprehensive line of boom trucks, truck cranes and sign cranes. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including roads, bridges and commercial construction.

Badger Equipment Company (“Badger”) is a manufacturer of specialized rough terrain cranes and material handling products. Badger primarily serves the needs of the construction, municipality

PM Oil and railroad industries.

PMSteel S.p.A. (“PM” or “PM Group”) is a leading Italian manufacturer of trucktruck- mounted hydraulic knuckle boom cranes with a 50-year history of technology and innovation, and a product range spanning more than 50 models. PM is also a manufacturer of truck-mounted aerial platforms with a diverse product line and an international client base. Through its consolidated subsidiaries, PM Group has locations in Modena, Italy; Valencia, Spain; Arad, Romania; Chassieu, France; Buenos Aires, Argentina; Santiago, Chile; London, UKSingapore and Mexico City,Querétaro, Mexico.

Manitex Valla is located in Piacenza, Italy andS.r.L. (“Valla”) produces a full range of precision pick and carry industrial cranes using electric, diesel, and hybrid power options. Its cranes offer wheeled or tracked, and fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. The product isThese products are sold internationally through dealers and into the rental distribution channel.

Manitex Sabre,

Crane and Machinery, Inc., (“Sabre”C&M”) which is located in Knox, Indiana, manufactures a comprehensive line of specialized mobile tanks for liquid and solid storage and containment solutions with capacities from 8,000 to 21,000 gallons. Its mobile tanks are sold to specialized independent tank rental companies and through the Company’s existing dealer network. The tanks are used in a variety of end markets such as petrochemical, waste management and oil and gas drilling.  

C&M and C&M Leasing are located in Bridgeview, Illinois.  C&M is a distributor of newthe Company’s products. Crane and used Manitex branded products as well as Terex rough terrain and truck cranes.  Machinery Leasing, Inc. (“C&M also provides repair services in Chicago and supplies repair parts for a wide variety of medium to heavy duty construction equipment.  C&M LeasingLeasing”) rents equipment that is manufactured by the Company as well as a limited amount of equipment manufactured by third parties.  

Change

COVID-19 Pandemic

We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how it is impacting our customers, employees, supply chain, and distribution network, as well as the demand for our products in Reporting Segmentsthe industries and markets that we serve. Our first priority is the health and safety of our employees, customers, and business partners and we believe that we have taken the necessary steps to keep our facilities clean and safe during the COVID-19 pandemic. While COVID-19 has had a material impact on our past financial results, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the ultimate severity and duration of the outbreak (including the spread and impact of new COVID-19 variants) and actions by government authorities to contain the outbreak or treat its impact. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown.

In its Annual Report on Form 10-K filed on March 10, 2017,The Company is currently experiencing supply chain disruptions and related logistical bottlenecks that have impacted our ability to meet strong industrial demand and have also, increased costs related to shipping, warehousing, and working capital management. While the Company reported its operations in three segments: the Lifting Equipment segment, the ASV segmentis doing everything it can to mitigate these expenses and the Equipment Distribution segment.  Since 2015,associated timing issues, certain segments – such as truck chassis – have been more impacted than others. Where appropriate and feasible, we have implemented pricing adjustments to protect margins and, in tandem, are building inventory to meet our customer requirements. In addition, the Company is actively managing costs and working to further streamline operations where needed. Furthermore, the Company has soughtmodified its business practices to redefine itself strategicallymanage expenses (including practices regarding employee travel, employee work locations, and operationally, including through a seriescancellation of divestitures.  ASV Holdingsphysical participation in meetings, events and conferences). We continue to take steps intended to minimize the negative impact of the COVID-19 pandemic on our business and to protect the safety of our employees and customers.

33


Discontinued Operations

Manitex Sabre, Inc. (“Sabre”)

On August 21, 2020, the Company entered into an Asset Purchase Agreement to sell Manitex Sabre, Inc. to an affiliate of Super Steel, LLC for cash proceeds of $1.5 million, subject to certain adjustments based on closing date accounts receivable and inventory. The criterion of asset held for sale had been met and Sabre was reported as a discontinued operation and as such was no longer a reporting segment.for 2020.

As stated above C&M and C&M Leasing primary business is facilitation ofIn addition to the cash proceeds from sale of products manufactured by the Company.  Further, the Company’s Chief Operating Decision Maker (“CODM”) reviews C&M and C&M Leasing operations only to determine their impact on the entire Company. As such,$1.5 million in cash received, the Company has now concluded that it is not appropriatemay receive maximum royalty and earn-out payments of up to reflect C&M and C&M Leasing as a separate reportable segment, rather an operating segment.

Consolidated Variable Interest Entity

Even though it had no ownership interest in SVW Crane & Equipment Company (together with its wholly owned subsidiary, Rental Consulting Service Company, “SVW”), the Company had the power to direct the activities that most significantly impacted SVW’s economic performance. Additionally, the Company was the primary beneficiary of the SVW relationship. SVW obtained third party financing, which was effectively guaranteed by the Company, on specific cranes the Company manufactured and remitted the loan proceeds to the Company. Other than its business transactions described herein, SVW had no other substantial business operations.approximately $2.9 million for years 2021 through 2023 if certain revenue criteria are met. The Company has determined that SVWreceived approximately $0.1 million of such payments to date. The Company will account for the contingent consideration as a gain in accordance with ASC 450. Under this approach, we will recognize the contingent consideration in earnings after the contingency is a Variable Interest Entity (“VIE”) that under current accounting guidance needs to consolidate in the Company’s financial results. SVW was consolidated into the Company’s financial results beginning in the first quarter of 2016 through the fourth quarter of 2017.  By December 31, 2017, SVW had ceased operations and is therefore not a consolidated VIE after December 31, 2017.


Discontinued Operations

ASV (as defined below) is located in Grand Rapids, Minnesota manufactures a line of high-quality compact track and skid steer loaders. The products are used in site clearing, general construction, forestry, golf course maintenance and landscaping industries, with general construction being the largest.  ASV’s financial results are included in the Company’s consolidated results beginning on December 20, 2014.  

Priorresolved. See Note 22 for additional discussion related to the quarter ended June 30, 2017, the Company owned a 51% interest in ASV Holdings, Inc., which was formerly known as A.S.V., LLC (“ASV” or “ASV Holdings”).  On May 11, 2017, in anticipationsale of an initial public offering, ASV converted from an LLC to a C-CorporationSabre’s business and the Company’s 51% interest was converted to 4,080,000 common shares of ASV.  On May 17, 2017, in connection with its initial public offering, ASV sold 1,800,000 of its own shares and the Company sold 2,000,000 shares of ASV common stock and reduced its investment in ASV to a 21.2% interest. ASV was deconsolidated and was recorded as an equity investment starting with the quarter ended June 30, 2017.  Periods ending before June 30, 2017 reflect ASV as a discontinued operation. In February 2018, the Company sold an additional 1,000,000 shares of ASV that it held which reduced the Company’s investment in ASV to approximately 11.0%.  The Company ceased accounting for its investment in ASV under the equity method and now accounts for its investment as a marketable equity security.  Financial information (related to periods before June 2017) included in this 10-K reflect ASV Holdings as a discontinued operation. assets.

CVS Ferrari, srl (“CVS”) designed and manufactured a range of reach stackers and associated lifting equipment for the global container handling market.  CVS was sold on December 22, 2016 and is presented as a discontinued operation.

Manitex Liftking ULC (“Manitex Liftking” or “Liftking”) sold a complete line of rough terrain forklifts, a line of stand-up electric forklifts, cushioned tiered forklifts with lifting capacities from 18 thousand to 40 thousand pounds and special mission-oriented vehicles, as well as other specialized carriers, heavy material handling transporters and steel mill equipment. Liftking was sold on September 30, 2016, and is presented as a discontinued operation.    

Note 2. Basis of Presentation

The consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Pursuant to these rules and regulations, the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The Company owned 25% of Lift Ventures LLC (“Lift Ventures”) and accounted for it as an unconsolidated equity investment. The investment was determined to be completely impaired in 2016 and a charge of $5,647 shown on the Statement of Operations line titled “equity investments, net of tax” was taken to write the investment down to zero. See Note 27, Impairment of Lift Venture Investment, for additional details. The financial statements for all periods presented classify Liftking, CVS and ASV as discontinued operations.  GAAP.

 

Financial statements are presented in thousands of dollars except for share and per share amounts.amounts unless otherwise stated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Note 3. Summary of Significant Accounting Policies

The summary of significant accounting policies of Manitex International, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principlesGAAP and have been consistently applied in the preparation of the financial statements.

Principals of Consolidation—The Company consolidates all entities that we control by ownership of a majority voting interest. Additionally, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity's voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which we had this interest is referred to as a Variable Interest Entity (“VIE”).  An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary had both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that would potentially be significant to the VIE.

50


Although the Company did not have an ownership interest in S.V.W. Equipment Crane Company and its wholly owned subsidiary Rental Consulting Services Corporation (collectively “SVW”), the Company had the power to direct the activities of SVW that most significantly impacted its economic performance and is absorbing the losses.  As such, the Company had determined that SVW was a VIE that required consolidation.  SVW had obtained financing and had remitted the proceeds to the Company using inventory (cranes) owned by the Company as collateral.  The finance companies that held the loans had a perfected security interest in the inventory and therefore had recourse against this specific inventory.   Furthermore, the debt taken on by the SVW was effectively guaranteed by the Company pursuant to certain related agreements. By December 31, 2017, SVW ceased operations and is not a consolidated VIE after December 31, 2017.

The Company eliminated from the Company’s financial results all significant intercompany transactions, including the intercompany transactions with consolidated VIEs.  

Cash and Cash Equivalents —For purposes of the statement of cash flows, the Company considers all short-term securities purchased with maturity dates of three months or less to be cash equivalents. The cash in the Company's U.S. banks (primarily CIBC) is not fully insured by the FDIC due to the statutory limit of $250.

Restricted Cash—Certain of the Company’s lending arrangements require the Company to post collateral or maintain minimum cash balances in escrow. These cash amounts are reported as current assets on the balance sheets based on when the cash will be contractually released. Total restricted cash was $245$222 and $352$240 at December 31, 20182021 and 2017,2020, respectively.

Revenue Recognition —Revenue is recognized when obligations under the terms of the contract with our customer are satisfied; generally, this occurs with the transfer of control of our equipment, parts or installation services (typically completed within one day), which occurs at a point in time.  Equipment can be redirected during the manufacturing phase such that over time revenue recognition is not appropriate.  Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.  Our contracts are non-cancellable and returns are only allowed in limited instances through Crane & Machinery, Inc.instances.  Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold and do not constitute a separate performance obligation.  

For instances where equipment and installation services are sold together, the Company accounts for the equipment and installation services separately.  The consideration (including any discounts) is allocated between the equipment and installation services based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the equipment.

In some instances, the Company fulfills its obligations and bills the customer for the work performed but does not ship the goods until a later date. These arrangements are considered bill-and-hold transactions.  In order to recognize revenue on the bill-and-hold transactions, the Company ensures the customer has requested the arrangement, the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer.  A portion of the transaction price is not allocated to the custodial services due to the immaterial value assigned to that performance obligation.

Payment terms offered to customers are defined in contracts and purchase orders and do not include a significant financing component.  At times, the Company may offer discounts which are considered variable consideration however, the Company applies the constraint guidance when determining the transaction price to be allocated to the performance obligations.

 

Investment—Equity Method of Accounting — Beginning with the quarter ended June 30, 2017, the Company accounted for its 21.2% investment in ASV under the equity method of accounting.  Under the equity method, the Company’s share of the net income (loss) of ASV was recognized as income (loss) in the Company’s statement of operations and added to the investment account, and dividends received from ASV were treated as a reduction of the investment account. The Company reports ASV’s earnings on a one quarter lag as ASV may not report earnings in time to be included in the Company’s financial statements for any given reporting period.  

On May 17, 2017 (the date ASV became an equity investment), the Company’s investment in ASV exceeded the proportional share of ASV’s net assets. Under current applicable guidance, assets and liabilities of the investee (ASV) were valued at fair market value on the date of the investment.   The Company’s investment, however, was not adjusted for the difference between the Company’s proportional share of the net assets and the fair value of the assets that existed on the date that the investment was made.   The differences were accounted for on a memo basis.  The differences can be either of temporary nature or permanent differences.  Adjustment to inventory and identifiable intangible assets with finite lives are temporary differences.  Fair market adjustments to land and goodwill are examples of permanent differences.  Differences related to temporary items are amortized over their lives.  Earnings recognized are the proportional share of investee’s income for the period adjusted for reversal of any timing differences or additional amortization related to the memo fair market adjustments of identifiable intangible assets that have finite lives.  

5134


Between February 26 and 28, 2018, the Company sold 1,000,000 shares of ASV stock reducing the Company’s investment in ASV to approximately 11.0%. See Notes 11 and 26. During the quarter ended March 31, 2018, the Company:  

Recognized its proportional share of ASV loss for the three months ended December 31, 2017,  

Recorded a loss on the sale of shares,

Ceased accounting for ASV as an equity investment, and

Valued its remaining investment in ASV at its current market value.

In addition, our non-marketable equity investments are investments we have made in privately-held companies accounted for under the equity method. We periodically review our non-marketable equity investments for impairment. In September 2016, the Company determined its investment in Lift Ventures was impaired and has recognized an impairment charge to write off its entire investment in Lift Ventures (See Note 27).  There was no impairment related to this investment in prior periods.

 

Allowance for Doubtful Accounts —Accounts receivable are stated at the amounts the Company’s customers are invoiced and do not bear interest. The Company has adopted a policy consistent with U.S. GAAP for the periodic review of its accounts receivable to determine whether the establishment of an allowance for doubtful accounts is warranted based on the Company’s assessment of the collectability of the accounts. The Company established an allowance for bad debt of $37$2.4 million and $82$2.6 million at December 31, 20182021 and 2017,2020, respectively. The Company also has in some instances a security interest in its accounts receivable until payment is received.

Guarantees — The Company has issued partial residual guarantees to financial institutions related to a customer financing of equipment purchases by the customer.  The Company must assess the probability of losses if the fair market value is less than the guaranteed residual value.

A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date. The Company will record a liability for the estimated fair value of guarantees issued pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 460, “Guarantees” (“ASC 460”). We recognize a loss under a guarantee when the obligation to make payment under the guarantee is probable and the amount of the loss can be estimated. If the expected equipment value is less than its guaranteed residual value, the Company would recognize a liability for the amount of the short-fall up to the amount of its partial guarantee. The Company is not responsible for any short-fall in excess of its partial guarantee.  

 

Property, Equipment and Depreciation —Property and equipment are stated at cost or the fair market value at date of acquisition for property and equipment acquired in connection with the acquisition of a company. Depreciation of property and equipment is provided over the following remaining useful lives:

 

Asset Category

 

DepreciableLife

Buildings

 

10 –3212 –33 years

Machinery and equipment

 

131020 years

Furniture and fixtures

 

1397 years

Leasehold improvements

 

1– 1112 years

Motor Vehicles

 

3– 45 years

Computer software

 

3– 5 years

 

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation of property, and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Depreciation expense for the years ended December 31, 2018, 20172021 and 20162020 was $2,220, $2,380$2,061 and $2,846,$2,011, respectively.

Other Intangible Assets —The Company accounts for Other Intangible Assets under the guidance of ASC 350, “Intangibles—Goodwill and Other”. The Company capitalizes certain costs related to patent technology. Additionally, a substantial portion of the purchase price related to the Company’s acquisitions has been assigned to patents or unpatented technology, trade name, customer backlog, and customer relationships. Under the guidance, Other Intangible Assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. For the year ended December 31, 2018 there was impairment of $2,544 related to an indefinite lived trademark. For the years ended December 31, 2017 and 2016, there was no impairment.

52


Goodwill— Goodwill, representing the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition, is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceed their fair value. The Company does not amortize goodwill in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 350, “Intangibles—Goodwill and Other” (“ASC 350”). The Company selected October 1 as the date for the required annual impairment test. In 2018, due to a triggering event, the valuation analysis was performed at December 31, 2018.

For 2018, the Company evaluated goodwill using the quantitative step one approach. In 2018, goodwill is tested for impairment at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which discrete financial information with similar economic characteristics is available and operating results are regularly reviewed by our chief operating decision maker. For 2018, we have five operating segments: Manitex, Badger, PM/Valla, Sabre and C&M. All operating segments are comprised of one reporting unit. Only Manitex, PM/Valla and Sabre were tested for goodwill impairment as Badger and C&M have no goodwill. In 2018, the Company had net impairment of $3,192 million at our PM/Valla operating segment.

For 2017, goodwill was tested at the fully consolidated level excluding discontinued operations, as the Company was operating in a single operating segment.  For 2016, goodwill was tested at the three previously reported segment levels that were in effect at that time, i.e., Lifting Equipment, Equipment Distribution and ASV.  

Under ASC350,“ASC 350”, entities are provided with the option of first performing a qualitative assessment on none, some, or all of its reporting units to determine whether it is more likely than notlikely-than-not that the fair value of a reporting unit is less than its carrying value. If after completing a qualitative analysis, it is determined that it is more likely than notlikely-than-not that the fair value of a reporting unit is less than its carrying value a quantitative analysis is required.

For 2017 and 2016, theThe Company evaluatedevaluates its consolidated goodwill using the quantitative two step approach. The first step used to identifyby identifying potential impairment involvesby comparing the reporting unit’s estimated fair value to its carrying value, including goodwill. During the first step testing, theThe Company evaluates goodwill for impairment using a business valuation method, which is calculated as of a measurement date by determining the present value of debt-free, after-tax projected future cash flows, discounted at the weighted average cost of capital of a historicalhypothetical third-party buyer. The market approach was also considered in evaluating the potential for impairment by calculating fair value based on multiples of earnings before interest, taxes, depreciation and amortization (EBITDA) of comparable, publicly traded companies. The Company also observed implied EBITDA multiples from relatively recent merger and acquisition activity in the industry, which was used to test the reasonableness of the results. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any, would be recognized. The loss recognized would not exceed total amount of goodwill allocated to that reporting unit.

The second stepCompany performed its annual impairment assessment as of the process involves the calculation of an implied fair value ofOctober 1, 2021 and determined its goodwill was impaired. The Company recognized $1.1 million and $6.6 million impairment related to goodwill for each reporting unit for which step one indicated impairment. The implied fair value of goodwill is determined by measuring the excess of the estimated fair value of the reporting unit over the estimated fair values of the individual assets, liabilitiesyear ended December 31, 2021 and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit and the subsequent reversal of goodwill impairment losses is not permitted.

For 2017, the first step did not indicate any impairment of goodwill, for 2016, the second step was necessary for the Equipment Distribution segment. This further analysis indicated that the Equipment Distribution segment goodwill was impaired and a $275 impairment charge was recognized in 2016 to fully write off the Equipment Distribution segment’s goodwill.

The determination of fair value requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, revenue growth and operating earnings projections, discount rates, terminal growth rates, and required capital expenditure projections.  Our projections make certain assumptions including expanding PM market share in North America, a normalization of energy markets over time and a continued expansion of dealer networks.  If our progress in meeting these and other assumptions is slower or different than what was anticipated, it may impact our ability to meet the projections.  Due to the inherent uncertainty involved in making these estimates, actual results could differ materially from those estimates. Deterioration in the market or actual results as compared with the projections (including not meeting near term projections) may result in impairment in the near term. In the event the Company determines that goodwill is impaired in the future the Company would need to recognize a non-cash impairment charge.  2020, respectively.

 

5335


Impairment of Long-Lived Assets —The — The Company’s policy is to assess the realizability of its long-lived assets, including intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable. Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value. Future cash flow projections include assumptions for future sales levels, the impact of cost reduction programs, and the level of working capital needed to support each business. The amount of any impairment then recognized would be calculated as the difference between the estimated fair value and the carrying value of the asset. The Company recognized $2,544 ofa $1.0 million impairment charges on trademarkrelated to patents, tradenames, customer relationships, and fixed assets for the year ended December 31, 2018 but did not have any2021. The Company recognized $0.1 million in impairment related to tradenames and customer relationships for the yearsyear ended December 31, 2017 and 2016.2020.

Inventory, net —Inventory consists of stock materials and equipment stated at the lower of cost (first in, first out) or net realizable value. All equipment classified as inventory is available for sale. The companyCompany records excess and obsolete inventory reserves. The estimated reserve is based upon specific identification and/or historical experience of excess or obsolete inventories. Selling, general and administrative expenses are expensed as incurred and are not capitalized as a component of inventory. In valuing inventory, the Company is required to make assumptions regarding the level of reserves required to value potentially obsolete or over-valued items at lower of cost or NRV. These assumptions require the Company to analyze the aging of and forecasted demand for its inventory, forecast future product sales prices, pricing trends and margins, and to make judgments and estimates regarding obsolete or excess inventory. Future product sales prices, pricing trends and margins are based on the best available information at that time including actual orders received, negotiations with the Company’s customers for future orders, including their plans for expenditures, and market trends for similar products. The Company’s judgments and estimates for excess or obsolete inventory are based on analysis of actual and forecasted usage.

Accounting for Paycheck Protection Program — During April 2020, the Company entered a loan transaction pursuant to which the Company received proceeds of $3.7 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying companies and is administered by the U.S. Small Business Administration (“SBA”).

The PPP loan was evidenced by a promissory note between the Company and CIBC. The promissory note had a two-year term, accrued interest at the rate of 1.0% per annum, and was prepayable at any time without payment of any premium. NaN payments of principal or interest were due during the six-month period beginning on the date of the promissory note.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. However, at least 75 percent of the PPP loan proceeds must be used for eligible payroll costs. The terms of any forgiveness may also be subject to further requirements in any regulation and guidelines the SBA may adopt.

The Company applied for forgiveness of the PPP loan during November 2020 and in June 2021, the Company received confirmation that the application for forgiveness of the PPP loan had been approved by the SBA. The loan forgiveness of $3.7 million was applied to the Company’s entire outstanding PPP loan balance from CIBC. The Company recorded the forgiveness as Gain on Paycheck Protection Program loan forgiveness in Other Income (Expense) on the Consolidated Statement of Operations. The gain on loan forgiveness is not subject to U.S. taxation. This deductible permanent difference is offset by a change in the U.S. valuation allowance and therefore has no impact on the effective tax rate.

Foreign Currency Translation and Transactions —The financial statements of the Company’s non-U.S. subsidiaries are translated using the current exchange rate for assets and liabilities and the weighted-average exchange rate for the year for income and expense items. Resulting translation adjustments are recorded to accumulated other comprehensive income (OCI) as a component of shareholders’ equity.equity.

The Company converts receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses, except for certain transaction gains or loss related to intercompany receivable and payables, are included in other income and expense. Transaction gains and losses related to intercompany receivables and payables not anticipated to be settled in the foreseeable future are excluded from the determination of net income and are recorded as a translation adjustment (with consideration to the tax effect) to accumulated other comprehensive income (OCI) as a component of shareholders’ equity.

36


Derivatives—Forward Currency Exchange Contracts —When the Company enters into forward currency exchange contracts it does so in relationship such that the exchange gains and losses on the assets and liabilities that are being hedged, which are denominated in a currency other than the reporting units’ functional currency, would be offset by the changes in the market value of the forward currency exchange contracts it holds. The forward currency exchange contracts that the Company has to offset existing assets and liabilities denominated in other than the reporting units’ functional currency have been determined not to be considered a hedge under ASC 815-10.hedge. The Company records at the balance sheet date the forward currency exchange contracts at its market value with any associated gain or loss being recorded in current earnings. Both realized and unrealized gains and losses related to forward currency contracts are included in current earnings and are reflected in the StatementConsolidated Statements of Operations in the other income expense section on the line titled foreign currency transaction gain (loss).

The forward currency contracts to hedge future sales are designated as cash flow hedges under ASC 815-10. As required, forward currency contracts are recognized as an asset or liability at fair value on the Company’s Consolidated Balance Sheet. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings (date of sale). Gains or losses on cash flow hedges when recognized into income are included in net revenues.

Interest Rate Swap Contracts—The Company enters into derivative instruments to manage its exposure to interest rate risk related to certain foreign term loans. Derivatives are initially recognized at fair value at the date the contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in current earnings immediately unless the derivative is designated and effective as a hedging instrument, in which case the effective portion of the gain or loss is recognized and is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedging instrument affects earnings (date of sale). As part of the acquisition of PM Group, which was acquired on January 15, 2015, the Company acquired interest rate swap contracts, which manage the exposure to interest rate risk related to term loans with certain financial institutions in Italy. These contracts have been determined not to be hedge instruments under ASC 815-10.

Credit Risk Concentrations — Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash, trade receivables and payables. The Company maintains its cash balances principally at a bank located in Chicago, Illinois as well as several separate Italian banks. At December 31, 2018 and 2017, the Company had uninsured balances of $22,098 and $5,116, respectively. Revenues for the year ended December 31, 2017 included one customer, Rush Truck Center that representedapproximately 12.0% of total revenue.  No other customer represented more than 10% of revenues for the year ended December 31, 2017. In 2018 and 2016, no one customer accounted for 10% or more of total company’s revenues.

54


For the years ended December 31, 2018 and 2017, no customers accounted for 10% or more of total Company’s accounts receivable.

For 2018, 2017 and 2016 purchases from any single supplier did not exceed 10% of total purchases.loss.

Research and Development Expenses— The Company expenses research and development costs, as incurred. For the periods ended December 31, 2018, 20172021 and 20162020 expenses were $2,839, $2,564$3,332 and $2,939,$3,227, respectively.

Advertising —Advertising costs are expensed as incurred and were $572, $994$737 and $950$489 for the years ended December 31, 2018, 20172021 and 2016,2020, respectively.

Retirement Benefit Costs and Termination Benefits —Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changesEmployees in Italy are entitled to the asset ceiling (if applicable) and the return on plan assets (excluding interest)Trattamento di Fine Rapporto (“TFR”), is reflected immediatelycommonly referred to as an employee leaving indemnity, which represents deferred compensation for employees in the statementprivate sector. Under Italian law, an entity is obligated to accrue for TFR on an individual employee basis payable to each individual upon termination of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earningsemployment (including both voluntary and will not be reclassified to profit or loss. Past service costinvoluntary dismissal). The expense is recognized in profitthe personnel costs, either in Selling, General, and Administrative expense or lossCost of Goods Sold, in the periodConsolidated Statements of a plan amendment. Net interestOperations and the accrual is calculated by applying the discount rate at the beginning of the period to the net defined benefitrecorded in other long-term liability or asset. Defined benefit costs are categorized as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

net interest expense or income; and

remeasurement.

Curtailment gains and losses are accounted for as past service costs. The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in PM Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans. A liability for a termination benefit is recognized at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs.Consolidated Balance Sheets.

Litigation Claims —In determining whether liabilities should be recorded for pending litigation claims, the Company must assess the allegations and the likelihood that it will successfully defend itself. When the Company believes it is probable that it will not prevail in a particular matter, it will then record an estimate of the amount of liability based, in part, on advice of outside legal counsel.

Accounting for Marketable Equity Securities— Marketable equity securities are valued at fair market value based on the closing price of the stock on the date of the balance sheet.  Gains and loss related fair value adjustments related to marketable equity securities are recorded into income each reporting period.counsel.

Shipping and Handling —The Company records the amount of shipping and handling costs billed to customers as revenue. The cost incurred for shipping and handling is included in the cost of sales.

Adoption of Highly Inflationary Accounting in Argentina— GAAP guidance requires the use of highly inflationary accounting for countries whose cumulative three-year inflation exceeds 100 percent. In the second quarter of 2018, published inflation indices indicated that the three-year cumulative inflation in Argentina exceeded 100 percent, and as of July 1, 2018, we elected to adopt highly inflationary accounting for our subsidiary in Argentina (“PM Argentina”). Under highly inflationary accounting, PM Argentina’s functional currency became the Euro (its parent company’s reporting currency), and its income statement and balance sheet have been measured in Euros using both current and historical rates of exchange. The effect of changes in exchange rates on peso-denominated monetary assets and liabilities has been reflected in earnings in other (income) and expense, net and was not material.  As of December 31, 2018,2021, PM Argentina had a smallan insignificant net peso monetary position. Net sales of PM Argentina were less than 5 and 10 percent of our consolidated net sales for the years ended December 31, 20182021 and 2017,2020, respectively.

Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

55


Income Taxes — The Company accounts for income taxes under the provisions of ASC 740 “Income Taxes,” which requires recognition of income taxes based on amounts payable with respect to the current year and the effects of deferred taxes for the expected future tax consequences of events that have been included in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial accounting and tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more-likely-than-not a tax benefit will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of any net operating loss carryforwards. See Note 16,15, Income Taxes, for further details.

The Jobs Act also establishes Global Intangible Low-Taxed Income (“GILTI”) provisions that impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company has elected to recognize GILTI as a period cost as incurred, therefore there are no deferred taxes recognized for basis differences that are expected to impact the amount of the GILTI inclusion upon reversal.

ASC 740 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company records interest and penalties related to income tax matters in the provision for income taxes.

37


 

Accrued Warranties —Warranty costs are accrued at the time revenue is recognized.recognized and the expense is recorded in Statement of Operations in Cost of Sales. The Company’s products are typically sold with a warranty covering defects that arise during a fixed period of time. The specific warranty offered is a function of customer expectations and competitive forces. The Equipment Distribution segment does not accrue for warranty costs at the time of sales, as they are reimbursed by the manufacturers for any warranty that they provide to their customers.

A liability for estimated warranty claims is accrued for at the time of sale. The liability is established using historical warranty claim experience. Historical warranty experience is, however, reviewed by management. The current provision may be adjusted to take into account unusual or non-recurring events in the past or anticipated changes in future warranty claims. Adjustments to the initial warranty accrual are recorded if actual claim experience indicates that adjustments are necessary. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability.

As of December 31, 2021 and 2020, accrued warranties were $1,578 and $1,292, respectively.

Debt Issuance Costs —Debt issuance costs incurred in securing the Company’s financing arrangements are capitalized and amortized over the term of the associated debt. Deferred financing costs associated with long-term debt are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discount.  Deferred financing costs associated with revolving lines of credit are included with other long-term assets on the Company’s balance sheet.

Sale and Leaseback —In accordance with ASC 840-40842-10 Sales-Leaseback Transactions, the Company has recorded a deferred gain in relationship to the sale and leaseback of one of the Company’s operating facilities and on certain equipment.facilities.  As such, the gains have been deferred and are being amortized on a straight- line basis over the life of the leases.

Computation of EPS —Basic Earnings per Share (“EPS”) was computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

The number of shares related to options, warrants, restricted stock, convertible debt and similar instruments included in diluted EPS (“EPS”) is based on the “Treasury Stock Method” prescribed in ASC 260-10, Earnings per Share. This method assumes the theoretical repurchase of shares using proceeds of the respective stock option or warrant exercised, and for restricted stock, the amount of compensation cost attributed to future services which has not yet been recognized, and the amount of current and deferred tax benefit, if any, that would be credited to additional paid in capital upon the vesting of the restricted stock, at a price equal to the issuer’s average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of EPS in respect of the stock options, warrants, restricted stock, convertible debt and similar instruments is dependent on this average stock price and will increase as the average stock price increases.

Stock Based Compensation —In accordance with ASC 718 Compensation-Stock Compensation, share-based payments to employees, including grants of restricted stock units, are measured at fair value as of the date of grant and are expensed in the consolidated statementConsolidated Statements of incomeOperation over the service period (generally the vesting period).

56


Comprehensive Income — “Reporting Comprehensive Income” requires reporting and displaying comprehensive income and its components. Comprehensive —Comprehensive income includes, in addition to net earnings, other items that are reported as direct adjustments to shareholder’s equity. Currently, the comprehensive income adjustment required for the Company has two components. First is a foreign currency translation adjustment, the result of consolidating its foreign subsidiary. The second component is a derivative instrument fair market value adjustment (net of income taxes) related to forward currency contracts designated as a cash flow hedge.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings (date of sale). See Note 7 for additional details.

Reclassifications — A reclassification to properly reflect a decrease of both goodwill and deferred tax liabilities of approximately $2.6 million was recorded in the fourth quarter of 2018 for the year ended December 31, 2017.

 

Business Combinations —The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) in-process research and development will be recorded at fair value as an indefinite-lived intangible asset; (2) acquisition costs will generally be expensed as incurred, (3) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (4) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

ASC 805 requires thatThe Company records any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed be recognized as goodwill. In accordance with ASC 805, any excess of fair value of acquired net assets, including identifiable intangibles assets, over the acquisition consideration results in a bargain purchase gain. Prior to recording a gain, the acquiring entity must reassess whether all acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired and liabilities assumed have been properly valued.

38


 

Note 4. Revenue Recognition

Revenue is recognized when obligations under the terms of the contract with our customer are satisfied; generally, this occurs with the transfer of control of our equipment, parts or installation services (typically completed within one day), which occurs at a point in time.  Equipment can be redirected during the manufacturing phase such that over time revenue recognition is not appropriate.  Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.  Our contracts are non-cancellable and returns are only allowed in limited instances through Crane & Machinery, Inc.  Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold and do not constitute a separate performance obligation.  

For instances where equipment and installation services are sold together, the Company accounts for the equipment and installation services separately.  The consideration (including any discounts) is allocated between the equipment and installation services based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the equipment.

In some instances, the Company fulfills its obligations and bills the customer for the work performed but does not ship the goods until a later date. These arrangements are considered bill-and-hold transactions.  In order to recognize revenue on the bill-and-hold transactions, the Company ensures the customer has requested the arrangement, the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer.  A portion of the transaction price is not allocated to the custodial services due to the immaterial value assigned to that performance obligation.

Payment terms offered to customers are defined in contracts and purchase orders and do not include a significant financing component.  At times, the Company may offer discounts which are considered variable consideration however, the Company applies the constraint guidance when determining the transaction price to be allocated to the performance obligations.

57


The following table disaggregates our sources of revenues for the years indicated (ended December 31):

 

 

 

2018

 

Boom trucks, knuckle boom & truck cranes

 

$

175,895

 

Rough terrain cranes

 

 

7,384

 

Mobile tanks

 

 

11,413

 

Installation services

 

 

4,134

 

Other equipment

 

 

14,547

 

Part sales

 

 

28,734

 

Total Revenue

 

$

242,107

 

 

 

 

 

 

 

 

2018

 

Equipment sales

 

$

209,239

 

Part sales

 

 

28,734

 

Installation services

 

 

4,134

 

Total Revenue

 

$

242,107

 

 

 

2021

 

 

2020

 

Boom trucks, knuckle boom & truck cranes

 

$

128,768

 

 

$

96,007

 

Aerial platforms

 

 

27,179

 

 

 

20,385

 

Part sales

 

 

25,769

 

 

 

25,657

 

Other equipment

 

 

23,560

 

 

 

17,033

 

Services

 

 

5,424

 

 

 

4,168

 

Rough terrain cranes

 

 

839

 

 

 

4,248

 

Net Revenue

 

$

211,539

 

 

$

167,498

 

 

 

2021

 

 

2020

 

Equipment sales

 

$

180,346

 

 

$

137,673

 

Part sales

 

 

25,769

 

 

 

25,657

 

Services

 

 

5,424

 

 

 

4,168

 

Net Revenue

 

$

211,539

 

 

$

167,498

 

 

58


The Company attributes revenue to different geographic areas based on where items are shipped to or services are performed. The following table provides details of revenues by geographic area for the years ended December 31, 2018, 20172021 and 2016,2020, respectively.

 

 

 

2018

 

 

2017

 

 

2016

 

United States

 

$

124,060

 

 

$

102,718

 

 

$

75,639

 

Canada

 

 

24,516

 

 

 

18,205

 

 

 

11,332

 

Italy

 

 

20,402

 

 

 

18,759

 

 

 

24,983

 

France

 

 

9,826

 

 

 

6,085

 

 

 

5,756

 

Other

 

 

8,158

 

 

 

2,708

 

 

 

4,780

 

Chile

 

 

8,297

 

 

 

7,919

 

 

 

5,692

 

Argentina

 

 

8,214

 

 

 

16,101

 

 

 

7,662

 

United Kingdom

 

 

8,117

 

 

 

6,985

 

 

 

9,410

 

Spain

 

 

5,226

 

 

 

4,243

 

 

 

2,604

 

Germany

 

 

4,805

 

 

 

3,166

 

 

 

2,229

 

Finland

 

 

3,623

 

 

 

2,793

 

 

 

3,513

 

Czech Republic

 

 

2,352

 

 

 

1,431

 

 

 

818

 

Netherlands

 

 

1,413

 

 

 

893

 

 

 

1,659

 

Mexico

 

 

1,372

 

 

 

1,642

 

 

 

2,499

 

Peru

 

 

1,102

 

 

 

439

 

 

 

170

 

Malaysia

 

 

875

 

 

 

804

 

 

 

1,173

 

Qatar

 

 

807

 

 

 

 

 

 

 

United Arab Emirates

 

 

749

 

 

 

773

 

 

 

937

 

Israel

 

 

711

 

 

 

3,660

 

 

 

1,069

 

Hong Kong

 

 

708

 

 

 

871

 

 

 

1,339

 

Indonesia

 

 

534

 

 

 

615

 

 

 

359

 

Denmark

 

 

505

 

 

 

681

 

 

 

471

 

Ukraine

 

 

464

 

 

 

693

 

 

 

693

 

Ireland

 

 

464

 

 

 

410

 

 

 

535

 

Romania

 

 

406

 

 

 

362

 

 

 

97

 

Martinique

 

 

402

 

 

 

304

 

 

 

 

Kuwait

 

 

357

 

 

 

173

 

 

 

721

 

South Africa

 

 

214

 

 

 

1,082

 

 

 

1,282

 

Turkey

 

 

211

 

 

 

202

 

 

 

476

 

Singapore

 

 

195

 

 

 

1,138

 

 

 

564

 

Saudi Arabia

 

 

188

 

 

 

683

 

 

 

860

 

Morocco

 

 

162

 

 

 

425

 

 

 

123

 

Russia

 

 

158

 

 

 

554

 

 

 

 

Bahrain

 

 

145

 

 

 

 

 

 

530

 

Thailand

 

 

56

 

 

 

267

 

 

 

 

Australia

 

 

48

 

 

 

157

 

 

 

313

 

Uzbekistan

 

 

 

 

 

1,387

 

 

 

 

Switzerland

 

 

 

 

 

429

 

 

 

339

 

Trinidad and Tobago

 

 

 

 

 

425

 

 

 

 

Columbia

 

 

 

 

 

348

 

 

 

686

 

Guadeloupe

 

 

 

 

 

312

 

 

 

 

Hungry

 

 

 

 

 

307

 

 

 

 

Greece

 

 

 

 

 

303

 

 

 

 

Sweden

 

 

634

 

 

 

261

 

 

 

 

Taiwan

 

 

501

 

 

 

229

 

 

 

 

Oman

 

 

750

 

 

 

163

 

 

 

 

Portugal

 

 

 

 

 

156

 

 

 

 

Estonia

 

 

 

 

 

151

 

 

 

 

Poland

 

 

 

 

 

151

 

 

 

83

 

Bulgaria

 

 

380

 

 

 

125

 

 

 

 

Norway

 

 

 

 

 

125

 

 

 

650

 

Lebanon

 

 

 

 

 

88

 

 

 

 

New Zealand

 

 

 

 

 

81

 

 

 

276

 

Brazil

 

 

 

 

 

74

 

 

 

1

 

Algeria

 

 

 

 

 

56

 

 

 

89

 

Korea

 

 

 

 

 

 

 

 

785

 

 

 

$

242,107

 

 

$

213,112

 

 

$

173,197

 

 

 

2021

 

 

2020

 

United States

 

$

77,881

 

 

$

71,406

 

Italy

 

 

36,876

 

 

 

25,582

 

Canada

 

 

20,827

 

 

 

8,656

 

Chile

 

 

12,232

 

 

 

8,397

 

France

 

 

10,359

 

 

 

8,522

 

Other

 

 

53,364

 

 

 

44,935

 

 

 

$

211,539

 

 

$

167,498

 

 

59


Customer Deposits

At times, the Company may require an upfront deposit related to its contracts.  In instances where an upfront deposit has been received by the Company and the revenue recognition criteria have not yet been met, the Company records a contract liability in the form of a customer deposit, which is classified as a short-term liability on the balance sheet.Consolidated Balance Sheets.  That customer deposit is revenue that is deferred until the revenue recognition criteria have been met, at which time, the customer deposit is recognized into revenue.

 

The following table summarizes changes in customer deposits for the year ended December 31, 2018:2021 and 2020:

 

Customer deposits at January 1, 2018

 

$

2,242

 

 

2021

 

 

2020

 

Customer deposits at January 1,

 

$

2,363

 

 

$

1,493

 

Additional customer deposits received where revenue has not

yet been recognized

 

 

11,447

 

 

 

7,019

 

Revenue recognized from customer deposits

 

 

(10,547

)

 

 

(6,446

)

 

 

(6,188

)

Additional customer deposits received where revenue has not

yet been recognized

 

 

10,839

 

Effect of change in exchange rates

 

 

(224

)

 

 

(243

)

 

 

39

 

Customer deposits at December 31, 2018

 

$

2,310

 

Customer deposits at December 31,

 

$

7,121

 

 

$

2,363

 

 

60

39


Note 5. Earnings per Common Share

Basic net earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of restricted stock units. Details of the calculations are as follows:

 

 

 

For the Years Ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Net loss attributable to shareholders of Manitex

   International, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(13,177

)

 

$

(7,067

)

 

$

(23,189

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations of discontinued

   operations, net of income taxes

 

 

 

 

 

553

 

 

 

(20

)

(Income) loss attributable to noncontrolling

   interest

 

 

 

 

 

(274

)

 

 

574

 

Income from operations of discontinued

   operations, net of income taxes attributable to

   shareholders of Manitex International, Inc.

 

 

 

 

 

279

 

 

 

554

 

Loss on sale of discontinued operations, net of

   income taxes

 

 

 

 

 

(1,290

)

 

 

(14,458

)

Loss from discontinued operations attributable

   Shareholders of Manitex International, Inc.

 

 

 

 

 

(1,011

)

 

 

(13,904

)

Loss attributable to shareholders of Manitex

   International, Inc.

 

$

(13,177

)

 

$

(8,078

)

 

$

(37,093

)

Earnings (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations attributable

   to shareholders' of Manitex International, Inc.

 

$

(0.72

)

 

$

(0.43

)

 

$

(1.44

)

Earnings from operations of discontinued

   operations attributable to shareholders of Manitex

   International, Inc., net of income taxes

 

$

 

 

$

0.02

 

 

$

0.03

 

Loss on sale of discontinued operations attributable to

   shareholders of Manitex International, Inc., net of

   income taxes

 

$

 

 

$

(0.08

)

 

$

(0.90

)

Loss attributable to shareholders of Manitex

   International, Inc.

 

$

(0.72

)

 

$

(0.49

)

 

$

(2.30

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations attributable

   to shareholders' of Manitex International, Inc.

 

$

(0.72

)

 

$

(0.43

)

 

$

(1.44

)

Earnings from operations of discontinued

   operations attributable to shareholders of Manitex

   International, Inc., net of income taxes

 

$

 

 

$

0.02

 

 

$

0.03

 

Loss on sale of discontinued operations attributable to

   shareholders of Manitex International, Inc., net of

   income taxes

 

$

 

 

$

(0.08

)

 

$

(0.90

)

Loss attributable to shareholders of Manitex

   International, Inc.

 

$

(0.72

)

 

$

(0.49

)

 

$

(2.30

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

Dilutive effect of warrants

 

 

 

 

 

 

 

 

 

Dilutive effect of restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

18,409,296

 

 

 

16,548,444

 

 

 

16,133,284

 

 

 

For the Years Ended December 31,

 

 

 

2021

 

 

2020

 

Net (loss) income from continuing operations

 

$

(4,573

)

 

$

(12,719

)

Loss from discontinued

   operations, net of income taxes

 

 

 

 

 

(891

)

Net Loss

 

$

(4,573

)

 

$

(13,610

)

Loss (earnings) per share

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(0.23

)

 

$

(0.64

)

Loss from discontinued operations, net of income taxes

 

$

 

 

$

(0.05

)

Net loss

 

$

(0.23

)

 

$

(0.69

)

Diluted

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

$

(0.23

)

 

$

(0.64

)

Loss from discontinued operations, net of income taxes

 

$

 

 

$

(0.05

)

Net loss

 

$

(0.23

)

 

$

(0.69

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

Basic and Dilutive

 

 

19,900,117

 

 

 

19,773,081

 

 

 

 

 

 

 

 

 

 

 

There are 136,035, 204,072 and 342,004 restricted stock units which are anti-dilutive and therefore are not included in the average number of diluted shares shown above for the years ended December 31, 2018, 2017 and 2016, respectively.

61


The following securities were not included in the computation of diluted earnings per share as their effect would have been antidilutive:

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Unvested restricted stock units

 

 

72,874

 

 

 

168,763

 

 

 

342,004

 

 

 

286,227

 

 

 

242,586

 

Options to purchase common stock

 

 

47,437

 

 

 

 

 

 

 

 

 

97,437

 

 

 

97,437

 

Convertible subordinated notes

 

 

1,549,451

 

 

 

1,549,451

 

 

 

1,549,451

 

 

 

1,669,762

 

 

 

1,718,214

 

 

 

1,891,455

 

 

 

383,664

 

 

 

340,023

 

 

 

Note 6. Fair Value Measurements

The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value by level with the fair value hierarchy.  As required by ASC 820-10, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  Except as noted the below assets and liabilities are valued at fair market on a recurring basis,basis.

40


The following is a summary of items that the Company measured at fair value during the periods:

 

 

Fair Value at December 31, 2018

 

 

Fair Value at December 31, 2021

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

$

2,160

 

 

$

 

 

$

 

 

$

2,160

 

Forward currency exchange contracts

 

 

 

 

 

91

 

 

 

 

 

 

91

 

 

$

 

 

$

75

 

 

$

 

 

$

75

 

Total current assets at fair value

 

$

2,160

 

 

$

91

 

 

$

 

 

$

2,251

 

 

$

 

 

$

75

 

 

$

 

 

$

75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PM contingent liabilities

 

$

 

 

$

 

 

$

321

 

 

$

321

 

Valla contingent consideration

 

 

 

 

 

 

 

 

210

 

 

 

210

 

 

$

 

 

$

 

 

$

207

 

 

$

207

 

Interest rate swap contracts

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Total liabilities at fair value

 

$

 

 

$

2

 

 

$

531

 

 

$

533

 

 

$

 

 

$

 

 

$

207

 

 

$

207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at December 31, 2017

 

 

Fair Value at December 31, 2020

 

Liabilities:

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valla contingent consideration

 

$

 

 

$

 

 

$

224

 

 

$

224

 

Forward currency exchange contracts

 

$

 

 

$

213

 

 

$

 

 

$

213

 

 

 

 

 

 

267

 

 

 

 

 

 

267

 

Interest rate swap contracts

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Valla contingent consideration

 

 

 

 

 

 

 

 

220

 

 

 

220

 

Total liabilities at fair value

 

$

 

 

$

219

 

 

$

220

 

 

$

439

 

 

$

 

 

$

267

 

 

$

224

 

 

$

491

 

 

 

 

 

Fair Value Measurements Using Significant

Unobservable Inputs (level 3)

 

Liabilities:

 

PM Contingent

Liability

 

 

Valla

Contingent

Consideration

 

 

Total

 

Balance at December 31, 2017

 

$

 

 

$

220

 

 

$

220

 

Effect of change in exchange rates

 

 

(24

)

 

 

(10

)

 

 

(34

)

Change in fair value during the period

 

 

345

 

 

 

 

 

 

345

 

Balance at December 31, 2018

 

$

321

 

 

$

210

 

 

$

531

 

 

 

Fair Value

Measurements Using

Significant

Unobservable Inputs

(level 3)

 

Liabilities:

 

Valla Contingent

Consideration

 

Balance at December 31, 2020

 

$

224

 

Effect of change in exchange rates

 

 

(17

)

Balance at December 31, 2021

 

$

207

 

In 2018, the fair value of PM contingent liabilities a Level 3 item was based on an option pricing framework, more specifically, a Monte Carlo simulation.  The original fair value of Valla contingent consideration was also determined was using an option pricing framework more specifically a Monte Carlo simulation at the acquisition date.

In 2017, the Company qualitatively evaluated the PM contingent liability.  During 2017, the Company determined that based on 2017 expected EBITDA there was virtual certainty that no payment would be required and determined that there was no liability.  Final 2017 EBITDA did not meet the threshold for a payment.      

62


The Company has qualitatively evaluated the Valla contingent liability from the date of acquisition.

 

The carrying value of the amounts reported in the Consolidated Balance Sheets for cash, accounts receivable, accounts payable and short-term variable debt, including any amounts outstanding under the Company’s revolving credit facilities and working capital borrowing, approximate fair value due to the short periods during which these amounts are outstanding.

The book and fair value of the Company’s term debt was $26,871 and $26,871$12,814 for the year ended December 31, 2018, respectively,2021, and $29,629 and $29,629$16,532 for the year ending December 31, 2017, respectively.2020. The book and fair value of the Company’s capitalfinance leases was $5,482were $4,221 and $6,925$5,044 for the year ended December 31, 2018,2021, respectively and $5,861$4,565 and $7,679$5,592 for the year ending December 31, 2017,2020, respectively. There is no difference between the book value and the fair value for amount recorded in connection with the liability recorded for a long-term legal settlement, which was $851$687 and $890$765 for the years ending December 31, 20182021 and 2017,2020, respectively.

Fair Value Measurements

ASC 820-10 classifies the inputs used to measure fair value into the following hierarchy:

 

 

 

 

 

 

 

 

Level 1

-

 

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

 

 

 

Level 2

-

 

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

 

 

 

Level 3

-

 

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity)

 

Fair value of the forward currency contracts areis determined on the last day of each reporting period using observable inputs, which are supplied to the Company by the foreign currency trading operation of its bank and are Level 2 items.

41


 

Note 7. Derivative Financial Instruments

The Company’s risk management objective is to use the most efficient and effective methods available to us to minimize, eliminate, reduce or transfer the risks which are associated with fluctuation of exchange rates between the Euro, Chilean Peso and the U.S. dollar.Dollar.

Forward Currency Contracts

When the Company receives a significant order in other than the operating unit’s functional currency, management may evaluate different options that are available to mitigate future currency exchange risks. The decision to hedge future sales is not automatic and is decided case by case. The Company only uses hedge instruments to hedge firm existing sales orders and not estimated exposure, when management determines that exchange risks exceed desired risk tolerance levels. The forward currency contracts used to hedge future sales are designated as cash flow hedges under ASC 815-10 provided certain criteria are met.   For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings (date of sale). Gains or losses on cash flow hedges when recognized into income are included in net revenues. Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The Company expects minimal ineffectiveness as the Company has hedged only firm sales orders and has not hedged estimated exposures.  As of December 31, 2018, the Company had no outstanding forward currency contracts that were in place to hedge future sales. Therefore, there are currently no unrealized pre-tax gains or loss which will reclassified from other comprehensive income into earnings during the next 12 months.  

In addition, the Company enters into forward currency exchange contracts in relationship such that the exchange gains and losses on the assets and liabilities denominated in other than the reporting units’ functional currency would be offset by the changes in the market value of the forward currency exchange contracts it holds. The forward currency exchange contracts that the Company has to offset existing assets and liabilities denominated in other than the reporting units’ functional currency have been determined not to be considered a hedge under ASC 815-10. The Company records at the balance sheet date the forward currency exchange contracts at its market value with any associated gain or loss being recorded in current earnings. Both realized and unrealized gains and losses related to forward currency contracts are included in current earnings and are reflected in the StatementConsolidated Statements of IncomeOperations in the other income expense(expense) section on the line titled foreign currency transaction gains (losses).loss. Items denominated in other than a reporting unit functional currency include certain intercompany receivables due from the Company’s Italian subsidiaries and accounts receivable and accounts payable of our Italian subsidiaries and their subsidiaries.

 

63


PM Group has an intercompany receivable denominated in Euros from its Chilean subsidiary.  At December 31, 2018,2021, the Company had entered into twoa forward currency exchange contracts that maturesmatured on February 14, 2019.January 31, 2022.  Under the contract the Company iswas obligated to sell 1,800,0002,500,000 Chilean pesosPesos for 2,333 euros. The Company has a second contract which obligates the Company to sell 200,000 Chilean pesos for $294.2,634 Euros. The purpose of the forward contract is to mitigate the income effect related to this intercompany receivable that results with a change in exchange rate between the Euro and the Chilean peso.Peso.

Interest Rate Swap Contracts

The Company uses financial instruments available on the market, including derivatives, solely to minimize its cost of borrowing and hedge the risk of interest rate and exchange rate fluctuation. In January 2009, prior to the January 15, 2015 acquisition date, PM Group entered into contracts in order to hedge the interest rate risk related to its term loans.      

A contract was signed by PM Group, for an original notional amount of € 482 (€ 186 at December 31, 2018), maturing on October 1, 2020 with interest paid monthly.   PM pays interest at a rate of 3.90% and receives from the counterparty’s interest at the “Euribor” rate for the period in question if greater than 0.90%.

As of December 31, 2018, the Company had the following forward currency contracts and interest rate swaps:

Nature of Derivative

Currency

Amount

Type

Forward currency sales

   contracts

Chilean peso

2,000,000

Not designated as hedge instrument

Interest rate swap contracts

Euro

186

Not designated as hedge instrument

 

The following table provides the location and fair value amounts of derivative instruments that are reported in the Consolidated Balance Sheet as of December 31, 20182021 and 2017:2020:

 

Total derivatives not designated as a hedge instrument

 

 

 

 

Fair Value

 

 

 

 

Fair Value

 

 

 

 

As of December 31,

 

 

 

 

As of December 31,

 

 

Balance Sheet Location

 

2018

 

 

2017

 

 

Balance Sheet Location

 

2021

 

 

2020

 

Asset Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange contracts

 

Prepaid expense and other

 

$

91

 

 

$

 

 

Prepaid expense and other

 

$

75

 

 

$

 

Total derivative assets

 

 

 

$

91

 

 

$

 

 

 

 

$

75

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency Exchange Contracts

 

Accrued expense

 

$

 

 

$

213

 

Interest rate swap contracts

 

Notes payable-Short term

 

 

2

 

 

 

6

 

Foreign currency exchange contracts

 

Accrued expense

 

$

 

 

$

267

 

Total derivative liabilities

 

 

 

$

2

 

 

$

219

 

 

 

 

$

 

 

$

267

 

 

The following tables provide the effect of derivative instruments on the Consolidated Statement of IncomeOperations for 2018, 20172021 and 2016:2020:

 

Derivatives not designated as Hedge Instrument

 

Location of gain or (loss)

recognized

in Income Statement

 

Years ended December 31,

 

 

Location of gain or

(loss) recognized

in Statement of Operations

 

Years ended December 31,

 

 

 

 

2018

 

 

2017

 

 

2016

 

 

 

 

2021

 

 

2020

 

Forward currency contracts

 

Foreign currency

transaction (losses) gains

 

$

(205

)

 

$

15

 

 

$

(483

)

 

Foreign currency

transaction gains (losses)

 

$

278

 

 

$

(167

)

Forward currency contracts

 

Gain from operations of

discontinued operations

 

 

 

 

 

 

54

 

Interest rate swap contracts

 

Interest expense

 

 

(4

)

 

 

1

 

 

 

(41

)

Total derivatives (loss) gain

 

 

 

$

(209

)

 

$

16

 

 

$

(470

)

Total derivatives gain (loss)

 

 

 

$

278

 

 

$

(167

)

 

64


During 2018, 20172021 and 2016,2020, there were no0 forward currency contracts designated as cash flow hedges.  As such, all gains and loss related to forward currency contracts during 20182021 and 20172020 were recorded in current earnings and did not impact other comprehensive income.

42


Note 8. Inventory, net

The components of inventory at December 31, are summarized as follows:

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

Raw materials and purchased parts

 

$

38,192

 

 

$

35,205

 

 

$

42,983

 

 

$

33,172

 

Work in process

 

 

5,360

 

 

 

4,513

 

 

 

3,938

 

 

 

3,845

 

Finished goods and replacement parts

 

 

14,472

 

 

 

14,642

 

 

 

18,044

 

 

 

19,038

 

Inventories, net

 

$

58,024

 

 

$

54,360

 

 

$

64,965

 

 

$

56,055

 

The Company has established reserves for obsolete and excess inventory of $5,967$9,884 and $3,462$8,451 as of December 31, 20182021 and 2017,2020, respectively.

The Company’s restructuring plan resulted in inventory write-downs of $3.2 million recorded as of December 31, 2021. See Note 23 for information regarding the restructuring plan.  

 

 

Note 9. Property, Plant and Equipment

Property, plant and equipment consist of the following at December 31, 20182021 and 2017,2020, respectively:

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

Machinery and equipment

 

$

10,605

 

 

$

10,925

 

Buildings

 

 

9,649

 

 

 

10,130

 

Finance lease - building

 

 

4,606

 

 

 

4,606

 

Land

 

$

4,216

 

 

$

4,396

 

 

 

4,138

 

 

 

4,437

 

Buildings

 

 

14,231

 

 

 

14,370

 

Machinery and equipment

 

 

11,648

 

 

 

13,070

 

Furniture and fixtures

 

 

1,704

 

 

 

311

 

 

 

2,612

 

 

 

2,653

 

Computer equipment

 

 

1,728

 

 

 

1,683

 

Leasehold improvements

 

 

1,122

 

 

 

996

 

 

 

1,504

 

 

 

1,501

 

Computer software & equipment

 

 

1,240

 

 

 

1,343

 

Construction in progress

 

 

187

 

 

 

139

 

Motor vehicles

 

 

777

 

 

 

413

 

 

 

93

 

 

 

93

 

Construction in progress

 

 

137

 

 

 

60

 

Totals

 

 

35,075

 

 

 

34,959

 

 

 

35,122

 

 

 

36,167

 

Less: accumulated depreciation

 

 

(14,826

)

 

 

(12,921

)

 

 

(16,359

)

 

 

(15,505

)

Less: accumulated depreciation - finance lease

 

 

(2,303

)

 

 

(1,939

)

Net property and equipment

 

$

20,249

 

 

$

22,038

 

 

$

16,460

 

 

$

18,723

 

 

Depreciation expense was $2,220$2,041 (net of $20 amortization of deferred gain on building) and $2,011 (net of $80 amortization of deferred gain on building), $2,380 (net of $80 amortization of deferred gain on building), in 2021 and $2,846 (net of $106 amortization of deferred gain on building) in 2018, 2017 and 2016,2020, respectively. See Note 1413 for information regarding capitalfinance leases.

The Company’s restructuring plan resulted in an impairment charge to its fixed assets at Badger for less than $0.1 million. See Note 23 for information regarding the restructuring plan.  

 

 

Note 10. Goodwill and Other Intangible Assets

The Company accounts for Other Intangible Assets under the guidance in ASC 350, Intangibles—Goodwill and Other. Under the guidance intangible assets with definite lives are amortized over their estimated useful lives. Indefinite lived intangible assets are subject to annual impairment testing. For the year ended December 31, 2018 there was impairment charge of $2,544 related to an indefinite lived trademark and $3,192 net impairment charge to goodwill. For the year ended December 31, 2017, there was no impairment compared to $275 of impairment for the year ended December 31, 2016. The Company capitalizes certain costs related to patent technology. Additionally, a substantial portion of the purchase price related to the Company’s acquisitions has been assigned to patents or unpatented technology, trade name, customer backlog and customer relationships. The intangibles acquired in acquisitions have been valued using a discounted cash flow approach. Intangibles, except goodwill, are being amortized over their estimated useful lives.

65


Intangible assets were comprised of the following as of December 31:

 

 

 

2018

 

 

2017

 

 

Useful Lives

Patented and unpatented technology

 

$

18,111

 

 

$

18,458

 

 

10 years

Amortization

 

 

(12,762

)

 

 

(12,011

)

 

 

Customer relationships

 

 

23,301

 

 

 

23,837

 

 

5-20 years

Amortization

 

 

(11,419

)

 

 

(9,907

)

 

 

Trade names and trademarks

 

 

9,828

 

 

 

12,724

 

 

25 years - Indefinite

Amortization

 

 

(2,286

)

 

 

(2,090

)

 

 

Non-competition agreements

 

 

50

 

 

 

50

 

 

2-5 years

Amortization

 

 

(50

)

 

 

(47

)

 

 

Customer backlog

 

 

370

 

 

 

370

 

 

< 1 year

Amortization

 

 

(370

)

 

 

(370

)

 

 

Total Intangible assets

 

$

24,773

 

 

$

31,014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Amortization Period Remaining (in years)

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

December 31, 2021 Net Carrying Amount

 

Patented and unpatented technology

 

3

 

$

16,848

 

 

$

(13,845

)

 

$

3,003

 

Customer relationships

 

3

 

 

18,077

 

 

 

(13,017

)

 

 

5,060

 

Trade names and trademarks

 

10

 

 

4,269

 

 

 

(2,595

)

 

 

1,674

 

Software

 

5

 

 

160

 

 

 

(8

)

 

 

152

 

Indefinite lived trade names

 

 

 

 

2,057

 

 

 

 

 

 

 

2,057

 

Total intangible assets, net

 

 

 

 

 

 

 

 

 

 

 

$

11,946

 

43


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Amortization Period Remaining (in years)

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

December 31, 2020 Net Carrying Amount

 

Patented and unpatented technology

 

6

 

$

18,643

 

 

$

(14,587

)

 

$

4,056

 

Customer relationships

 

5

 

 

19,552

 

 

 

(12,753

)

 

 

6,799

 

Trade names and trademarks

 

11

 

 

4,829

 

 

 

(2,677

)

 

 

2,152

 

Indefinite lived trade names

 

 

 

 

2,664

 

 

 

 

 

 

 

2,664

 

Total intangible assets, net

 

 

 

 

 

 

 

 

 

 

 

$

15,671

 

 

Amortization expense was $2,769, $2,727$2,282 and $3,790$2,218 for the periods ended December 31, 2018, 20172021 and 2016,2020, respectively. The weighted average amortization period for definite lived intangibles was 7 years for patented and unpatented technology, and 13 years for both customer relationships and trade names and trademarks.

Estimated amortization expense for the next five years and subsequent is as follows:

 

 

Amount

 

 

Amount

 

2019

 

$

2,120

 

2020

 

 

2,048

 

2021

 

 

2,032

 

2022

 

 

2,032

 

 

$

2,748

 

2023

 

 

2,032

 

 

 

2,748

 

2024

 

 

2,748

 

2025

 

 

496

 

2026

 

 

343

 

And subsequent

 

 

9,510

 

 

 

806

 

Total intangibles currently to be amortized

 

 

19,774

 

 

 

9,889

 

Intangibles with indefinite lives not amortized

 

 

4,999

 

 

 

2,057

 

Total intangible assets

 

$

24,773

 

 

$

11,946

 

 

Changes in the Company’s goodwill are as follows:

 

 

 

Goodwill

 

Balance December 31, 2016

 

$

39,669

 

Effects of change in exchange rate

 

 

3,900

 

Balance December 31, 2017

 

$

43,569

 

Goodwill impairment

 

$

(3,212

)

Reclass to deferred tax liability

 

 

(2,557

)

Effects of change in exchange rate

 

 

(1,502

)

Balance December 31, 2018

 

$

36,298

 

 

 

Goodwill

 

Balance December 31, 2019

 

$

32,635

 

Goodwill impairment

 

 

(6,585

)

Effects of change in exchange rate

 

 

1,422

 

Balance December 31, 2020

 

 

27,472

 

Goodwill impairment

 

 

(1,130

)

Effects of change in exchange rate

 

 

(1,393

)

Balance December 31, 2021

 

$

24,949

 

 

The Company performed its annual impairment assessment as of October 1, 2018,2021. The valuation analysis performed identified an impairment of goodwill. As the fair value was less than its carrying value, the Company recorded an impairment charge on its Valla reporting unit of $1.1 million.The Company’s policy is to assess the realizability of its intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable. Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value. Future cash flow projections include assumptions for future sales levels, the impact of cost reduction programs, and the level of working capital needed to support each business. The amount of any impairment then recognized would be calculated as the difference between the estimated fair value and the carrying value of the asset. Based on the quantitative assessment performed, Valla’s carrying value of intangible assets is not supported by the enterprise value of the business driven by the cash flows of the business and as such the intangible assets are fully impaired as of December 31, 2021.  An impairment charge to intangible assets was recorded at our Valla reporting unit in the amount of $0.5 million. In addition, the Company’s restructuring plan resulted in an impairment charge to intangible assets at Badger for $0.3 million. See Note 23 for information regarding the restructuring plan.  

44


The Company performed its annual impairment assessment as of March 31, 2020, prior to its October 1, 2020 annual measurement date. At that date, thereThe valuation analysis was significant cushion betweenperformed at March 31, 2020 due to the carrying values of each of our reporting units and the market capitalization of the Company.  During the fourth quarter of 2018, thereCompany identifying a triggering event. Subsequently, a step 0 analysis was a significant decline in the U.S. stock markets and specifically our stock declined from a closing price of $9.64 at October 1, 2018 to a closing price of $5.68performed at December 31, 2018.  Subsequent to December 31, stock2020 indicating no impairment. As of the valuation date, the global economy and the financial markets in general reboundedwere experiencing severe adverse effects from the December lows.  The Company’s stock priced increased(COVID-19) pandemic. While uncertainty remains as well, but not to its ultimate impact and duration, the same levels asCOVID-19 pandemic is causing tremendous hardships globally and adversely impacting global and financial market conditions. At March 31, 2020, the general market or our previous averages for the year.  The Company considered this sustaineda decrease in its market capitalization decrease to be a triggering event and as such reevaluateda valuation analysis was performed and goodwill and intangible assets were determined to be impaired, and as such non-cash impairment at December 31, 2018.charges were made to selling, general and administrative expense and shown separately on the Consolidated Statement of Operations as impairment of intangibles. In order to more closely align the estimated fair values of our reporting units to our overall market capitalization, an increase to our risk premium utilized within our discounted cash flows analysis was applied, resulting in an impairment charge to goodwill and intangible assets at our PM reporting unit.unit in the amount of $6.6 million and $0.1 million, respectively.

 

66


11. Equity Method Investments

The Company accounted for its investment in ASV during the period (May 17, 2017 to February 26, 2018) that it owned 21.2%While there was $1.1 million of ASVgoodwill impairment recognized as an equity method investment.   Under the equity method, the Company’s sharea result of the net income (loss) of ASV was recognized as income (loss)2021 annual impairment test related to the Valla business unit, a reasonably possible unexpected deterioration in financial performance or adverse change in earnings may result in a further impairment in the Company’s statement of operations and added to investment account, and dividends received from ASV were treated as a reduction of the investment account.  The Company reported ASV’s earnings on a one quarter lag as ASV may not report earnings in time to be included in the Company’s financial statements for any given reporting period.   During the quarter ended March 31, 2018, the Company recorded its proportional share of ASV’s loss for the quarter ended December 31, 2017 and recorded amortization related temporary differences.  other business units.

The following tables present ASV summary income statement information:

 

 

For the three

months ended

 

 

 

 

December 31, (2)

 

 

 

 

2017

 

 

Net sales

 

$

30,455

 

 

Gross profit

 

 

4,146

 

 

Net income

 

 

(796

)

 

 

 

 

 

 

 

Net income attributable to the Company (1)

 

 

(169

)

 

Amortization of FMV adjustment

 

 

(35

)

 

Income recognized by the Company

 

$

(204

)

 

__________________

 

 

 

 

 

(1) Represents 21.2% of ASV Holdings loss for the quarter ended December 31, 2017.

 

 

(2) The Company's policy is to record our earnings based on a one quarter lag.

 

 

 

 

 

 

 

 

Between February 26 and 28, 2018, the Company sold 1,000,000 shares of ASV stock, reducing the Company’s investment to approximately 11.0%, and ceased accounting for its investment in ASV as an equity method investment. See Note 26, Discontinued Operations.

Note 12.11. Accrued Expenses

 

 

 

As of December 31,

 

 

 

2018

 

 

2017

 

Accrued payroll

 

$

1,195

 

 

$

1,198

 

Accrued employee benefits

 

 

951

 

 

 

1,317

 

Accrued bonuses

 

 

146

 

 

 

180

 

Accrued vacation expense

 

 

1,274

 

 

 

1,214

 

Accrued interest

 

 

723

 

 

 

414

 

Accrued commissions

 

 

424

 

 

 

560

 

Accrued expenses—other

 

 

1,038

 

 

 

2,045

 

Accrued warranty

 

 

2,004

 

 

 

2,030

 

Accrued taxes other than income taxes

 

 

1,243

 

 

 

969

 

Accrued product liability and workers compensation claims

 

 

251

 

 

 

143

 

Total accrued expenses

 

$

9,249

 

 

$

10,070

 

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

Accrued payroll and benefits

 

$

3,362

 

 

$

2,511

 

Accrued income tax and other taxes

 

 

2,473

 

 

 

1,127

 

Accrued vacation expense

 

 

1,701

 

 

 

1,398

 

Accrued warranty

 

 

1,578

 

 

 

1,292

 

Accrued expenses—other

 

 

1,425

 

 

 

1,581

 

Total accrued expenses

 

$

10,539

 

 

$

7,909

 

 

Note 13.12. Revolving Term Credit Facilities and Debt

 

Debt is summarized as follows:

 

 

December 31, 2021

 

 

December 31, 2020

 

U.S. Credit Facilities

 

$

12,800

 

 

$

12,800

 

Italy Short-Term Working Capital Borrowings

 

 

15,676

 

 

 

13,603

 

Italy Group Term Loan

 

 

12,472

 

 

 

15,871

 

Other

 

 

342

 

 

 

661

 

   Total debt

 

 

41,290

 

 

 

42,935

 

   Less: Debt issuance costs

 

 

(83

)

 

 

(194

)

   Debt net of issuance costs

 

$

41,207

 

 

$

42,741

 

U.S.  Credit Facilities

At December 31, 2018,2021, the Company and its U.S. subsidiaries have a Loan and Security Agreement, as amended (the “Loan Agreement”) with CIBC Bank USA (“CIBC”), formerly known as “The Private Bank and Trust Company”.CIBC.  The Loan Agreement provides a revolving credit facility with a maturity date of July 20, 2021.2023.   The aggregate amount of the facility is $25,000.$30 million.

 

67


The maximum borrowing available to the Company under the Loan Agreement is limited to: (1) 85% of eligible receivables; plus (2) 50% of eligible inventory valued at the lower of cost or marketnet realizable value subject to a $17,500$20 million limit; plus (3) 80% of eligible used equipment, as defined, valued at the lower of cost or market subject to a $2,000$2 million limit; plus (4) 50% of eligible Mexico receivables (as defined) valued at the lower of cost or net realizable value subject to a $0.4 million limit.At December 31, 2018,2021 and 2020, the maximum the Company could borrow based on available collateral was $24,500.$24.0 million and $21.9 million, respectively. At December 31, 2018,2021, the Company had no$12.8 million in borrowings (less $0.1 million in debt issuance cost for a net debt of $12.7 million) with approximately $11.2 million available to borrow under thisits revolving credit facility. The Company’s collateral is subjectAt December 31, 2020, the Company had $12.8 million in borrowings (less $0.2 million in debt issuance cost for a net debt of $12.6 million) with approximately $9.1 million available to a $5,000 reserve until the Fixed Charge Coverage ratio exceeds 1.15 to 1.00.  borrow under its revolving credit facility.Theindebtedness under the Loan Agreement is collateralized by substantially all of the Company’s assets, except for thecertain assets of certain of the Company’s subsidiaries.

45


 

The Loan Agreement provides that the Company can opt to pay interest on the revolving credit at either a base rate plus a spread, or a LIBOR rate plus a spread. The base rate spread ranges from 0.25%and the LIBOR rate are subject to 1.00% depending on the Senior Leverage Ratio (as defined in the Loan Agreement)a floor of 0.50%. The LIBOR spread ranges from 2.25%1.75% to 3.00% also2.25% depending on the Senior Leverage Ratio.Adjusted Excess Availability.   Funds borrowed under the LIBOR option can be borrowed for periods of one, two, or three months and are limited to four4 LIBOR contracts outstanding at any time. In addition, CIBC assesses a 0.50%fee of 0.375% is applied for the unused line fee thatportion of the revolving facility and is payable monthly.

The In March of 2021, the Company amended the Loan Agreement subjects the Company and its domestic subsidiaries to include a quarterly EBITDA covenant (as defined).  The quarterly EBITDA covenant (as defined) is $2,000Hedging Agreement for all quarters startinginterest rate protection with the quarter ended September 30, 2017 through the end of the agreement. Additionally, the Company and its domestic subsidiaries are subjectrespect to a Fixed Charge Coverage ratio of 1.05 to 1.00 measured on an annual basis beginning December 31, 2017, followed by a Fixed Charge Coverage ratio of 1.15 to 1.00 measured quarterly starting March 31, 2018 (based on a trailing twelve-month basis) through the term of the agreement. At the end of a quarter, if there is $15,000 of availability and outstanding borrowings of less than $5,000, covenant testing is waived. The Loan Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company’s ability to, among other things, incur additional indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, pay dividends or make distributions, repurchase stock, in each case subject to customary exceptions for a credit facility of this size.LIBOR Loans.  The Company was in compliance with loanits covenants atas of December 31, 2018.2021. 

 

 

The Loan Agreement has a Letter of Credit facility of $3,000, which is fully reserved against availability.

Note Payable—Winona Facility Purchase

At$3 million. As of December 31, 2018, Badger has balance on note payable to Avis Industrial Corporation2021, there was 0 outstanding Letters of $378.  Badger is required to make 60 monthly payments of $10 that began on August 1, 2017.  The note dated July 26, 2017, had an original principal amount of $500 and annual interest rate of 8.00%.  The note is guaranteed by the Company.

PM Debt Restructuring

On March 6, 2018, PM Group and Oil & Steel S.p.A. (PM Group’s subsidiary) entered into a Debt Restructuring Agreement (the “Restructuring Agreement”) with Banca Monte dei Paschi di Siena S.p.A., Banca Nazionale del Lavoro S.p.A., BPER Banca S.p.A., Cassa di Risparmio in Bologna S.p.A. and Unicredit S.p.A. (collectively the “Lenders”), and Loan Agency Services S.r.l. (the “Agent”). The Restructuring Agreement,Credit which replaces the previous debt restructuring agreement with the Lenders entered into in 2014, provides for, among other things:

The provision of subordinated shareholders’ loans by the Company to PM Group, consisting of (i) conversion of an existing trade receivable in the amount of €3.1 million into a loan; (ii) an additional subordinated shareholders’ loan in the aggregate maximum amount of up to €2.4 million, to be made currently; and (iii) a further loan of €1.8 million to be made by December 31, 2018, in each case to be used to repay a portion of PM Group’s outstanding obligations to the Lenders;

Amendments to the 2014 put and call options agreement with BPER to, among other things, extend the exercise of the options until the approval of PM Group’s financial statements for the 2021 fiscal year and permit the assignment of certain subordinated receivables to the Company.  The fair market value of this liability is subject to revaluation on a recurring basis.  

New amortization and repayment schedules for amounts owed by PM Group to the Lendersoffset availability under the various outstanding tranches of indebtedness, along with revised interest rates and financial covenants. Under the Debt Restructuring Agreement term debt is repaid over a nine-year period starting in 2018 and ending in 2026 (2022 prior to Debt Restructuring Agreement); andrevolving facility.

The effect of PM not meeting its December 31, 2017 financial covenants was cured by the Debt Restructuring Agreement.

68


PM Group Short-Term Working Capital Borrowings

At December 31, 20182021 and 2017,2020, respectively, PM Group had established demand credit and overdraft facilities with five5 banks in Italy, 1 bank in Spain and seven Italian banks, one Spanish bank and eight and seven12 banks in South America. Under the facilities, as of December 31, 20182021 and 20172020 respectively, PM Group can borrow up to approximately €21,990 ($25,192)$21,449 and €26,260 ($31,570)$25,133 for advances against invoices, and letter of credit and bank overdrafts. These facilities are divided into two types: working capital facilities and cash facilities. For the year ended December, 31, 2018,2021 and 2020, interest on the Italian working capital facilities is charged at the 3-month Euribor plus 175 or 200 basis points and 3-month Euribor plus 350 basis points, respectively. Interest on the Spanish bank working capital facility is charged at 3.75%. Interest on the South American facilities is charged at a flat rate of points for advances on invoices ranging from 9%8% - 65%55%. ForDuring June 2021, the year ended December 31, 2017, Interest onloan agreement was renewed removing the Italian working capital facilities was charged at the 3-month or 6-month Euribor plus 200 basis points, while interest on overdraft facilities was charged at the 3-month Euribor plus 350 basis points. Interest on the South American facilities was charged at a flat rate of points for advances on invoices ranging from 10% - 32%.existing expiration date.

 

At December 31, 2018,2021, the Italian banks had advanced PM Group €15,796 ($18,096), at variable interest rates, which currently range from 1.75% to 2.00%. At December 31, 2018, there$14,874. There were no0 advances to PM Group from the Spanish bank. At December 31, 2018,bank, and the South American banks had advanced PM Group €715 ($820). Total short-term borrowings for PM Group were €16,511 ($18,916) at December 31, 2018.$463.   At December 31, 2017,2020, the Italian banks had advanced PM Group €17,931 ($21,556), at variable interest rates, which currently range$12,904. There were 0 advances to PM Group from 1.42% to 1.67%. At December 31, 2017,the Spanish bank, and the South American banks had advanced PM Group €2,515 ($3,024). Total short-term borrowings for PM Group were €20,446 ($24,580) at December 31, 2017.

PM Group Term Loans

At December 31, 2018 and 2017 respectively, PM Group has a €10,451 ($11,973) and €9,609 ($11,552) term loan with two Italian banks, BPER and Unicredit. The term loan is split into a note and a balloon payment and is secured by PM Group’s common stock as of December 31, 2018. The term loan was split into three separate notes and is secured by PM Group’s common stock as of December 31, 2017.

At December 31, 2018, the note and balloon payment have an outstanding principal balance of €7,449 ($8,534) and €3,002 ($3,439), respectively.  Both are charged interest at a fixed rate of 3.5%, with an effective rate of 3.5% at December 31, 2018. The note is payable in annual installments of principal €958 for 2019, €991 for 2020, €1,026 for 2021, €1,062 for 2022, €1,099 for 2023, €1,137 for 2024, and €1,177 for 2025.  The balloon payment is payable in a single payment of €3,002 in 2026. See above for restructuring, however, at December 31, 2017, the first note had an outstanding principal balance of €3,528 ($4,242), was charged interest at the 6-month Euribor plus 236 basis points, effective rate of 2.09% at December 31, 2017. The note was payable in semi-annual installments beginning June 2017 and ending December 2021. The second note had an outstanding principal balance of €3,922 ($4,715), was charged interest at the 6-month Euribor plus 286 basis points, effective rate of 2.59% at December 31, 2017. The note was payable in semi-annual installments beginning June 2017 and ending December 2021. The third note had an outstanding principal balance of €2,500 ($3,005) and was non-interest bearing. The note was payable in semi-annual installments beginning June 2016 and ending December 2017 and a final balloon payment in December 2022.

An adjustment in the purchase accounting to value the non-interest- bearing debt at its fair market value was made. At March 6, 2018 it was determined that the fair value of the debt was €480 or $550 less than the book value. This reduction is not reflected in the above descriptions of PM debt. This discount is being amortized over the life of the debt and being charged to interest expense. As of December 31, 2018, and 2017 respectively, the remaining balance was €391 ($448) and €625 ($751) and has been offset to the debt.

At December 31, 2018, PM Group has unsecured borrowings with three Italian banks totaling €12,115 ($13,879). Interest on the unsecured notes is charged at a stated and effective rate of 3.5% at December 31, 2018.

Annual payments of €1,731 are payable beginning in 2019 and ending in 2025.  At December 31, 2017 PM Group had unsecured borrowings with four Italian banks totaling €13,015 ($15,647). Interest on the unsecured notes was charged at the 3-month Euribor plus 250 basis points, effective rate of 2.17% at December 31, 2017. Principal payments were due on a semi-annual basis beginning June 2019 and ending December 2021. Accrued interest on these borrowings through the date of acquisition at January 15, 2015, totaled €358 ($430) and was payable in semi-annual installments beginning June 2019 and ending December 2019.$120.   

 

PM Group is subject to certain financial covenants as defined by the debt restructuring agreement including maintaining (1) Net debt to EBITDA, (2) Net debt to equity, and (3) EBITDA to net financial charges ratios. The covenants are measured on a semi-annual basis beginning on December 31, 2018. Covenants were met at December 31, 2018. PM group was not in compliance as of December 31, 2017 however, see above for derails regarding the debt restructuring that occurred as a result of the failure.    

69


At December 31, 2018 and 2017, respectively, Autogru PM RO, a subsidiary of PM Group, had three and two notes. The first note is payable in 60 monthly principal installments of €8 ($9), €8 ($10), plus interest at the 1-month Euribor plus 300 basis points, effective rate of 3.00% at December 31, 2018 and 2017, maturing October 2020. At December 31, 2018 and 2017 respectively, the outstanding principal balance of the note was €186 ($213) and €288 ($346).

The second note is payable in monthly installments of €9 ($10) starting from October 2018 and ending in March 2019, and one final payment of €294 ($337) in March 2019. The note is charged interest at the 1-month Euribor plus 250 basis points, effective rate of 2.50% at December 31, 2018.  At December 31, 2018 and 2017, respectively, the outstanding principal balance of the note was €320 ($367) and €422 ($507).             

The third note is divided in three parts: the first part is payable in 60 monthly installments of €1 ($1) plus interest at the 6-month Euribor plus 275 basis points, effective rate of 2.75% at December 31, 2018, maturing February 2023; the second part is payable in 60 monthly installments of €4 ($5) plus interest at the 6-month Euribor plus 275 basis points, effective rate of 2.75% at December 31, 2018, maturing April 2023; the third part  is payable in 60 monthly installments of €1 ($1) plus interest at the 6-month Euribor plus 275 basis points, effective rate of 2.75% at December 31, 2018, maturing June 2023. At December 31, 2018, the outstanding principal balance of the note was €304 ($348).

PM has interest rate swaps with a fair market value at December 31, 2018 of €2 ($2) which has been included in debt.

At December 31, 2018 PM Argentina Sistemas de Elevacion, a subsidiary of PM Group has a note payable. The note is payable in fifteen monthly installments of €13 ($15) starting from March 2018 and ending in May 2019, the note is charged interest at 28.50% at December 31, 2018.  At December 31, 2018, the outstanding principal balance of the note was €68 ($78).  At December 31, 2017 PM Argentina Sistemas de Elevacion, a subsidiary of PM Group had two notes. The first note was payable in one balloon payment in April 2018. At December 31, 2017, the outstanding balance of the note was €154 ($185) plus interest at 29%. The second note was payable in five quarterly installments of €79 ($95) starting from April 2018 and ending in April 2019, the note was charged interest at 28.50% at December 31, 2017. At December 31, 2017, the outstanding principal balance of the note was €397 ($478).

Valla Short-Term Working Capital Borrowings

At December 31, 20182021 and 2017,2020, respectively, Valla had established demand credit and overdraft facilities with two2 Italian banks. Under the facilities, Valla can borrow up to approximately €870 ($997) and €1,343 ($1,615)$634 for advances against orders, invoices and bank overdrafts. Interest on the Italian working capital facilities is charged at a flat percentage rate for advances on invoices and orders ranging from 4.50%1.67% - 4.75%5.75% for both 2021 and 2% - 5 % at December 31, 2018 and 2017, respectively.2020. At December 31, 20182021 and 2017,2020, the Italian banks had advanced Valla €40 ($46)$339 and €824 ($991).$579.

Valla

PM Group Term Loans

At December 31, 20182021 and 2017, Valla had2020, PM Group has a $5,930 and $7,035 term loan with Carisbo. that is split into a note and a balloon payment and is secured by PM Group’s common stock.The noteterm loan is payable in quarterly principal installments beginning on October 30, 2017 of €8 ($10), pluscharged interest at the 3-month Euribor plus 470 basis points, effectivea fixed rate of 4.39%3.5% and 4.37%has annual principal payments of approximately $600 per year and a balloon payment of $3,397 in 2026.

At December 31, 2021 and 2020, PM Group has unsecured borrowings totaling $6,542 and $8,836, respectively. The borrowings have a fixed rate of interest of 3.5%.

Annual payments of $1,636 are payable ending in 2025.  

At December 31, 2021, PM Group was subject to certain financial covenants including maintaining (1) Net debt to EBITDA, (2) Net debt to equity, and (3) EBITDA to net financial charges ratios. The covenants were measured on a semi-annual basis. The Company was in compliance with the loan covenants at December 31, 20182021 and 2017, respectively. The note matures on January 2021. At2020.  After December 31, 2018 and 2017, respectively,2021, the outstanding principal balance of the note was €71 ($81) and €102 ($123).financial covenants will no longer apply.  

 

46


 

70


Schedule of Debt Maturities

Scheduled annual maturities of the principal portion of debt outstanding at December 31, 20182021 in the next five years and the remaining maturity in aggregate are summarized below. Amounts shown include the debt described above in this footnote and the convertible notes disclosed in Note 15—Convertible Notes at their face amount of $22,500.footnote.

 

 

North America

 

 

Italy

 

 

Total

 

 

North America

 

 

Italy

 

 

Total

 

2019

 

$

95

 

 

$

22,725

 

 

$

22,820

 

2020

 

 

7,535

 

 

 

3,340

 

 

 

10,875

 

2021

 

 

15,179

 

 

 

3,238

 

 

 

18,417

 

2022

 

 

69

 

 

 

3,279

 

 

 

3,348

 

 

$

353

 

 

$

17,995

 

 

$

18,348

 

2023

 

 

 

 

 

3,269

 

 

 

3,269

 

 

 

12,800

 

 

 

2,292

 

 

 

15,092

 

2024

 

 

 

 

 

2,286

 

 

 

2,286

 

2025

 

 

 

 

 

2,309

 

 

 

2,309

 

2026

 

 

 

 

 

3,400

 

 

 

3,400

 

Thereafter

 

 

 

 

 

10,057

 

 

 

10,057

 

 

 

 

 

 

 

 

 

 

 

 

22,878

 

 

 

45,908

 

 

 

68,786

 

 

 

13,153

 

 

 

28,282

 

 

 

41,435

 

Interest rate swaps

 

 

 

 

 

2

 

 

 

2

 

Debt discount related to non-interest-bearing debt

 

 

 

 

 

(448

)

 

 

(448

)

 

 

 

 

 

(145

)

 

 

(145

)

Debt issuance cost

 

 

(196

)

 

 

 

 

 

(196

)

 

 

(83

)

 

 

 

 

 

(83

)

Debt discounts related to convertible notes

 

 

(616

)

 

 

 

 

 

(616

)

Total

 

$

22,066

 

 

$

45,462

 

 

$

67,528

 

 

$

13,070

 

 

$

28,137

 

 

$

41,207

 

 

At December 31, 2021, the Company’s weighted average interest rate on debt at year end was 2.6%.

Note 14.13. Leases

Capital leases

Georgetown facility

The Company leases its Georgetown facility under capital lease that was amendedcertain warehouses, office space, machinery, vehicles, and extended on September 1, 2015.  The amended lease expires on April 28, 2028. The monthly rent is currently $66 and is increased by 3% annually on September 1 during theequipment. Leases with an initial term of 12 months or less are not recorded on the lease.balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

 

The presentCompany is not aware of any variable lease payments, residual value guarantees, covenants or restrictions imposed by the leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets is limited by the futureexpected lease term for finance leases.  

If there was a rate explicit in the lease, this was the discount rate used. For those leases with no explicit or implicit interest rate, an incremental borrowing rate was used.  The weighted average remaining useful life for operating and finance leases was 4 and 6 years, respectively. The weighted average discount rate for operating and finance leases was 5.2% and 12.5% respectively.

Leases (thousands)

 

Classification

12/31/2021

 

 

12/31/2020

 

Assets

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Operating lease assets

$

3,563

 

 

$

4,068

 

Finance lease assets

 

Fixed assets, net

 

2,303

 

 

 

2,847

 

Total leased assets

 

 

$

5,866

 

 

$

6,915

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Operating

 

Current liabilities

$

1,064

 

 

$

1,167

 

Financing

 

Current liabilities

 

399

 

 

 

344

 

 

 

 

 

 

 

 

 

 

 

Noncurrent

 

 

 

 

 

 

 

 

 

Operating

 

Noncurrent liabilities

 

2,499

 

 

 

2,901

 

Financing

 

Noncurrent liabilities

 

3,822

 

 

 

4,221

 

Total lease liabilities

 

 

$

7,784

 

 

$

8,633

 

Lease Cost (thousands)

 

Classification

For the year ended

December 31, 2021

 

 

For the year ended

December 31, 2020

 

Operating lease costs

 

Operating lease assets

$

1,194

 

 

$

1,009

 

Finance lease cost

 

 

 

 

 

 

 

 

 

Amortization of leased assets

 

Amortization

 

364

 

 

 

1,135

 

Interest on lease liabilities

 

Interest expense

 

551

 

 

 

588

 

Lease cost

 

 

$

2,109

 

 

$

2,732

 

47


Other Information (thousands)

 

For the year ended

December 31, 2021

 

 

For the year ended

December 31, 2020

 

Cash paid for amounts included in the

   measurement of lease liabilities

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

1,194

 

 

$

1,172

 

Operating cash flows from finance leases

 

$

551

 

 

$

588

 

Financing cash flows from finance leases

 

$

328

 

 

$

612

 

Future minimum lease payments (including the annual increase) was determined using a 12.5% discount rate (the discount rate used to record the original lease which was signed in April 2006).  At December 31, 2018, the outstanding capital lease obligation is $5,025.

Equipment

The Company has entered into a lease agreement with a bank pursuant to which the Company is permitted to borrow 100% of the cost of new equipment with 44 month repayment periods, respectively. At the conclusion of the lease period, for each piece of equipment the Company is required to purchase that piece of leased equipment for one dollar.

The equipment, which is acquired in ordinary course of the Company’s business, is available for sale and rental prior to sale.

Under the lease agreement the Company can elect to exercise an early buyout option at any time, and pay the bank the present value of the remaining rental payments discounted by a specified Index Rate established at the time of leasing. The early buyout option results in a prepayment penalty which progressively decreases during the term of the lease. Alternatively, the Company under the like-kind provisions in the agreement can elect to replace or substitute different equipment in place of equipment subject to the early buyout without incurring a penalty.

The following is a summary of amounts financed under equipment capital lease agreements:

 

 

Amount

Borrowed

 

 

Repayment

Period

 

 

Amount of

Monthly Payment

 

 

Balance

As of December 31,

2018

 

New equipment

 

$

896

 

 

 

44

 

 

$

18

 

 

$

453

 

71


Future Minimum Lease Payments are:

 

Years

 

Operating Leases

 

 

Capital Leases

 

2019

 

$

1,950

 

 

$

1,043

 

2020

 

 

1,169

 

 

 

1,066

 

2021

 

 

1,169

 

 

 

896

 

2022

 

 

408

 

 

 

904

 

2023

 

 

408

 

 

 

932

 

Subsequent

 

 

1,803

 

 

 

4,371

 

Total Minimum Lease Payments

 

$

6,907

 

 

 

9,212

 

Less: imputed interest

 

 

 

 

 

 

(3,729

)

Present value of minimum lease payment

 

 

 

 

 

$

5,483

 

Less: current portion

 

 

 

 

 

 

(422

)

Long-term capital lease obligations

 

 

 

 

 

$

5,061

 

Capital Items—as of or for the year ended December 31, 2018

 

Cost

 

 

Accumulated

Depreciation

 

 

Depreciation

Expense

 

 

Interest

Expense

 

Building—Georgetown, TX

 

$

4,831

 

 

$

1,212

 

 

$

382

 

 

$

640

 

Other Capitalized leases

 

 

896

 

 

 

 

 

 

 

 

 

10

 

Totals

 

$

5,727

 

 

$

1,212

 

 

$

382

 

 

$

650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Items—as of or for the year ended December 31, 2017

 

Cost

 

 

Accumulated

Depreciation

 

 

Depreciation

Expense

 

 

Interest

Expense

 

Building—Georgetown, TX

 

$

4,831

 

 

$

894

 

 

$

382

 

 

$

657

 

Other Capitalized leases

 

 

896

 

 

 

 

 

 

 

 

 

10

 

Totals

 

$

5,727

 

 

$

894

 

 

$

382

 

 

$

667

 

 

 

Operating Leases

 

 

Finance Leases

 

2022

 

$

1,181

 

 

$

904

 

2023

 

 

974

 

 

 

932

 

2024

 

 

627

 

 

 

960

 

2025

 

 

412

 

 

 

988

 

2026

 

 

393

 

 

 

1,018

 

Subsequent

 

 

342

 

 

 

1,405

 

Total undiscounted lease payments

 

 

3,929

 

 

 

6,207

 

Less interest

 

 

(366

)

 

 

(1,986

)

Total liabilities

 

$

3,563

 

 

$

4,221

 

Less current maturities

 

 

(1,064

)

 

 

(399

)

Non-current lease liabilities

 

$

2,499

 

 

$

3,822

 

 

Sales and Leaseback—In accordance with ASC 840-40 Sales- Leaseback Transaction, at December 31, 2018 and 2017, the Company has deferred gain of $842 and $969, respectively, related to the sale and leaseback of Georgetown operating facilities and certain equipment. The deferred gain is being amortized over the life of the leases which reduces depreciation expense $80 annually through April 2028 and will also increase revenue by $37 for the next four years.

Operating Leases

Bridgeview Facility

The Company leases its 40,000 sq. ft. Bridgeview facility from an entity controlled by Mr. David Langevin, the Company’s Chairman and CEO. Pursuant to the terms of the lease, the Company currently makes monthly lease payments of $23. The Company is also responsible for all the associated operations expenses, including insurance, property taxes, and repairs. On October 3, 2018, the lease was amended to extend the term of the lease to May 3, 2025 with an optional extension for one five-year period and thereafter for six one-year periods.  The lease contains a rental escalation clause under which annual rent is increased during the initial lease term by the lesser of the increase in the Consumer Price Increase or 2.0%. Rent for any extension period shall, however, be the then-market rate for similar industrial buildings within the market area.

The Company has the option to purchase the building by giving the landlord written notice at any time prior to the date that is 180 days prior to the expiration of the lease or any extension period. The landlord can require the Company to purchase the building if a change of Control Event, as defined in the lease, occurs by giving written notice to the Company at any time prior to the date that is 180 days prior to the expiration of the lease or any extension period. The purchase price, regardless whether the purchase is initiated by the Company or the landlord, will be the Fair Market Value as of the closing date of said sale. Rent expense for the current and former Bridgeview facility was $268, $263 and $259 for the years ended December 31, 2018, 2017 and 2016, respectively.

72


The Company leases its Knox, Indiana facility under two operating leases. The leases which expire on August 19, 2020, currently provides for monthly rent of $11 and $3, respectively. The leases contain a rental escalation clause under which annual rent is increased during the lease term by the lesser of the increase in the Consumer Price Increase or 2.0%. The Company is also responsible for all the associated operations expenses, including insurance, property taxes, and repairs. The Company has an option to extend the leases for an additional five year period.The Company has the right to purchase the facility at a negotiated price any time during the lease period. If the parties are unable to agree on purchase price, the purchase price under the terms of the lease will be the average of two appraisals of the premises performed by independent third-party appraisers, one selected by the landlord and one selected by the Company. Total rent expense related to the leases was $163, $163 and $163 for the year ended December 31, 2018, 2017 and 2016, respectively.

 

The Company leases a numberoffice and production space under various non-cancellable operating leases that expire no later than 2029. Certain real estate leases include one or more options to renew. The exercise of boom truckslease renewal options is at the Company's sole discretion. Options to extend the lease are included in the lease term when it is reasonably certain the Company will exercise the option. The Company also has production equipment, office equipment and other equipmentvehicles under five year operating leases. The Company entered intodepreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option that is reasonably certain of exercise. Certain leases to provide financinginclude rental payments adjusted periodically for equipment some of which was manufactured by our Manitex subsidiary that will be in Equipment Distribution’s rental fleet.inflation. The Company had the option to purchase the equipment at the end of the lease for the higheragreements do not contain any material residual value guarantee or then fair market value of the equipment. In February 2019, the Company came to an agreement with the bank to purchase the remaining equipment. This was purchased for $1,352 and the Company believes it will be able to sell this equipment at a profit.material restrictive covenants.

At December 31, 2018, PM leases forklifts under four operating leases for monthly payments totaling $13. These leases expire between February 2020 and February 2023.       

Additionally, PM leases automobiles for a number of its employees.  The leases expire at various times between 2019 and 2022.  Currently, the aggregate monthly rent is approximately $15.  Future monthly rents will change as leases expire and new leases are executed.  

The Company has various building maintenance and production plant leases with various expiration dates through 2023.  Total rent expense under these additional leases was $43, $107 and $154 for the years ended December 31, 2018, 2017 and 2016.    

 

 

Note 15.14. Convertible Notes

Related Party

On December 19, 2014, the Company issued a subordinated convertible debenture with a $7,500 face amount payable to Terex, a related party. The convertible debenture iswas subordinated, carriescarried a 5% per annum coupon, and iswas convertible into Company common stock at a conversion price of $13.65 per share or a total of 549,451 shares, subject to customary adjustment provisions. The debenture has amatured on December 19, 2020 maturity date.

From and after the third anniversary of the original issuance date, the Company may redeem the convertible debenture$7,500 was repaid in full (but not in part) at any time that the last reported sale price of the Company’s common stock equals at least 130% of the Conversion Price (as defined in the debenture) for at least 20 of any 30 consecutive trading days. Following an election by the holder to convert the debenture into common stock of the Company in accordance with the terms of the debenture, the Company has the discretion to deliver to the holder either (i) shares of common stock, (ii) a cash payment, or (iii) a combination of cash and stock.

In accounting for the issuance of the note, the Company separated the note into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Note as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the note using the effective interest method with an effective interest rate of 7.5 percent per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

On December 19, 2014, the components of the note was as follows:during 2020.

 

Liability component

 

$

6,607

 

Equity component (a component of paid in capital)

 

 

893

 

 

 

$

7,500

 

Additionally, in connection with the transaction a $321 deferred tax liability was established and was recorded as a deduction to paid in capital. The deferred tax liability was recognized as the excess of the principal amount being amortized and charged to interest expenses is not tax deductible.

73


As of December 31, 2018, the note had a remaining principal balance of $7,158 and an unamortized discount of $342. The difference between this amount and the amount initially recorded represents $551 of discount amortization.

The Terex agreements included obligations on the part of the Company to timely file with the SEC its reports that are required to be filed pursuant to the Exchange Act.  Effective March 29, 2018, the Company has obtained waivers from the Holders with respect to any breaches, defaults or events of default that may have been or may be triggered in connection with the Company’s failure to timely file its reports with the SEC.  

Perella Notes

On January 7, 2015, the Company entered into a Note Purchase Agreement (the “Perella Note Purchase Agreement”) with MI Convert Holdings LLC (which is owned by investment funds constituting part of the Perella Weinberg Partners Asset Based Value Strategy) and Invemed Associates LLC (together, the “Investors”), pursuant to which the Company agreed to issue $15,000 in aggregate principal amount of convertible notes due January 7, 2021 (the “Perella Notes”) to the Investors. The Notes arewere subordinated, carrycarried a 6.50% per annum coupon, and arewere convertible, at the holder’s option, into shares of Company common stock, based on an initial conversion price of $15.00 per share, subject to customary adjustments. Following an election by the holder to convert the debenture into common stock of the Company in accordance with the terms of the debenture, the Company has the discretion to deliver to the holder either (i) shares of common stock, (ii) a cash payment, or (iii) a combination of cash and stock.  Upon the occurrence of certain fundamental corporate changes, the Perella Notes are redeemable at the option of the holders of the Perella Notes. The Perella Notes are not redeemable at the Company’s option prior to the maturity date, and the payment of principal is subject to acceleration upon an event of default. The issuance of the Perella Notes by the Company was made in reliance upon the exemptions from registration provided by Rule 506 and Section 4(2) of the Securities Act of 1933.

In connection with the issuance of the Perella Notes, on January 7, 2015, the Company entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to register the resale of the shares of common stock issuable upon conversion of the Perella Notes. The Company filed a Registration Statement on Form S-3 to register the shares with the Securities and Exchange Commission, which was declared effective on February 23, 2015.

In accounting for the issuance of the note, the Company separated the note into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Note as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the note using the effective interest method with an effective interest rate of 7.5 percent per annum. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

On January 7, 2015, the components of the note were as follows:

Liability component

 

$

14,286

 

Equity component (a component of paid in capital)

 

 

714

 

 

 

$

15,000

 

Additionally, in connection with the transaction a $257 deferred tax liability was established and was recorded as a deduction to paid in capital. The deferred tax liability was recognized as the excess of the principal amount being amortized and charged to interest expense and is not tax deductible.

As of December 31, 2018,2020, the Company had paid off the $15,000 balance of the note had a remaining principal balance of $14,726 (less $196 debt issuance cost for a net debt $14,530) and an unamortized discount of $274. The difference between this amount and the amount initially recorded represents $440 of discount amortization.

The Perella agreements included obligations on the part of the Company to timely file with the SEC its reports that are required to be filed pursuant to the Exchange Act.  Effective March 28, 2018, the Company has obtained waivers from the Holders with respect to any breaches, defaults or events of default that may have been or may be triggered in connection with the Company’s failure to timely file its reports with the SEC.  full.

 

 

7448


Note 16.15. Income Taxes

 

On December 22, 2017,March 27, 2020, the legislation commonly known as the Tax Cuts“Coronavirus Aid, Relief and JobsEconomic Security (CARES) Act” was enacted. The CARES Act, (the “Jobs Act”) was enacted into law. The Jobs Act makes comprehensive changesamong other things, includes provisions relating to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%, changes to the rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, immediate expensing of certain qualified property, creation of a new limitation on deductible interest expense, repeal of the U.S. corporate minimum tax (“AMT”), and changes in the manner in which international operations are taxed in the U.S. Although the majority of the changes resulting from the Jobs Act are effective beginning in 2018, U.S. GAAP requires that certain impacts of the Jobs Act be recognized in the income tax provision in the period of enactment.    

In response to the enactment of the Jobs Act, the SEC issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Jobs Act. SAB 118 provides a measurement period that should not extend beyond one year from the Jobs Act enactment date for companies to complete the accounting under ASC 740. To the extent that a company’s accounting for certain income tax effects of the Jobs Act is incomplete but is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.   

In accordance with SAB 118, the Company recorded a provisional increase to its net deferred tax asset of $0.4 million, which is primarily attributable to deferred tax liabilities related to indefinite lived intangible assets that became available as a source of taxable income to offset existing deferred tax assets and for the recognition of refundablecarrybacks, alternative minimum tax credits as providedcredit refunds, a modification to the net interest deduction limitations and a technical correction to tax depreciation methods for in the Jobs Act.  qualified improvement property.

 

The Jobs Act includes a mandatory one-time transition tax on accumulated earnings of foreign subsidiaries. As a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued are now subject to U.S. tax. The Company recorded a provisional amount for the one-time transition tax liability for all of its foreign subsidiaries resulting in an income tax expense of approximately $0.5 million, which was offset by a reduction in the valuation allowance. During the year ended December 31, 2018, we increased our one-time transition tax on accumulated earnings of foreign subsidiaries by $0.3 million, which was offset by a reduction in the valuation allowance. Due to our net loss position, we were not subject to U.S. federal and state taxes in connection with the deemed repatriation of foreign earnings.   

The Company completed its analysis of the Jobs Act during 2018. There was no impact to income tax expense as a result of the changes to provisional amounts recorded in the consolidated financial statements for the year-ended December 31, 2017.

Approximately $3.8 million of the Company’s undistributed foreign earnings have been subject to US federal taxation as required by the Jobs Act. The Company’s assertion to indefinitely reinvest its foreign earnings remains unchanged despite the US taxation of its undistributed foreign earnings. Uponearnings and new tax law, which includes a 100% dividend received deduction. This means that future distributions of foreign earnings will generally not be taxable in the US. However, upon remittance of these earnings, the Company would be subject to withholding tax, US tax on foreign currency gains and losses related to previously taxed earnings, and some state income tax. It is not practicable to estimate the tax impact of the reversal of the outside basis difference, or the repatriation of cash due to the complexity associated with the calculation.

The Jobs Act also establishes Global Intangible Low-Taxed Income (“GILTI”) provisions that impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company has elected to recognize GILTI as a period cost as incurred, therefore there are no deferred taxes recognized for basis differences that are expected to impact the amount of the GILTI inclusion upon reversal.these calculations.

   

Information pertaining to the Company’s income before income taxes from continuing operations is as follows:

 

 

Years ended December 31,

 

 

Years ended December 31,

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Loss before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes:

 

 

 

 

 

 

 

 

Domestic

 

$

(5,313

)

 

$

(6,289

)

 

$

(24,795

)

 

$

(5,467

)

 

$

(6,566

)

Foreign

 

 

(7,354

)

 

 

(896

)

 

 

1,040

 

 

 

2,111

 

 

 

(5,479

)

Total net loss before income taxes

 

$

(12,667

)

 

$

(7,185

)

 

$

(23,755

)

Total net (loss) income before income taxes

 

$

(3,356

)

 

$

(12,045

)

 

75


Information pertaining to the Company’s provision (benefit) for income taxes for continuing operations is as follows:      

 

 

Years ended December 31,

 

 

Years ended December 31,

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Provision (benefit) for income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

Expense (benefit) for income taxes:

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(106

)

 

$

262

 

 

$

(2,033

)

 

$

(4

)

 

$

(28

)

State and local

 

 

74

 

 

 

79

 

 

 

(27

)

 

 

(58

)

 

 

(112

)

Foreign

 

 

1,753

 

 

 

448

 

 

 

(310

)

 

 

1,330

 

 

 

488

 

 

 

1,721

 

 

 

789

 

 

 

(2,370

)

 

 

1,268

 

 

 

348

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

49

 

 

 

(389

)

 

 

(136

)

 

 

 

 

 

32

 

State and local

 

 

573

 

 

 

(954

)

 

 

1,163

 

 

 

52

 

 

 

187

 

Foreign

 

 

(1,832

)

 

 

436

 

 

 

777

 

 

 

(103

)

 

 

107

 

 

 

(1,210

)

 

 

(907

)

 

 

1,804

 

 

 

(51

)

 

 

326

 

Total provision (benefit) for income taxes

 

$

511

 

 

$

(118

)

 

$

(566

)

Total expense for income taxes

 

$

1,217

 

 

$

674

 

49


 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

 

Year ended December 31,

 

 

Year ended December 31,

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

965

 

 

$

1,092

 

 

$

669

 

 

$

532

 

Inventory

 

 

2,410

 

 

 

2,046

 

 

 

2,337

 

 

 

1,924

 

Other liabilities

 

 

696

 

 

 

432

 

 

 

1,696

 

 

 

1,465

 

Deferred gain

 

 

208

 

 

 

245

 

 

 

118

 

 

 

137

 

Net operating loss carryforwards

 

 

6,209

 

 

 

7,463

 

 

 

6,385

 

 

 

5,473

 

Tax credit carryforwards

 

 

1,785

 

 

 

1,271

 

 

 

1,395

 

 

 

1,341

 

Capital loss carryforwards

 

 

442

 

 

 

188

 

 

 

233

 

 

 

238

 

Unrealized foreign currency loss

 

 

229

 

 

 

137

 

 

 

70

 

 

 

110

 

Interest expense

 

 

2,845

 

 

 

2,026

 

 

 

2,888

 

 

 

3,566

 

Restructuring cost

 

 

266

 

 

 

559

 

Property, plant and equipment

 

 

1,777

 

 

 

1,240

 

 

 

6

 

 

 

296

 

Total deferred tax asset

 

 

17,832

 

 

 

16,699

 

 

 

15,797

 

 

 

15,082

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles

 

 

5,047

 

 

 

10,077

 

 

 

2,432

 

 

 

3,696

 

Discount on convertible notes

 

 

139

 

 

 

200

 

 

 

 

 

 

 

Deferred State Income Tax

 

 

407

 

 

 

386

 

 

 

386

 

 

 

396

 

Debt

 

 

2,260

 

 

 

 

 

 

2,199

 

 

 

2,382

 

Investments

 

 

62

 

 

 

176

 

Total deferred tax liability

 

 

7,915

 

 

 

10,839

 

 

 

5,017

 

 

 

6,474

 

Valuation allowance

 

 

(7,643

)

 

 

(7,405

)

 

 

(11,676

)

 

 

(9,694

)

Net deferred tax asset (liability)

 

$

2,274

 

 

$

(1,545

)

Net deferred tax (liability) asset

 

$

(896

)

 

$

(1,086

)

 

In assessing the realizability of deferred tax assets, we evaluate whether it is more likely than not (more than 50%) that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. We assess all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, prior earnings history, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Significant weight is given to positive and negative evidence that is objectively verifiable.

76


As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, we establish a valuation allowance. WithAny further increases or decreases in the exception of certain more likely than not realizable state and federal credits, the Company maintains a valuation allowance against its U.S. net deferredcould have an unfavorable or favorable impact on the Company’s income tax assetsprovision and net deferred tax assetsincome in certain foreign jurisdictions.   the period in which such determination is made.

 

As of December 31, 2018,2021, the Company had U.S. federal and foreign net operating loss carryforwards of approximately $14.0 million and $5.3 million, respectively. The$23.9 million. U.S. net operating loss carryforwards of $4.1 million expire in 20362036. The remaining U.S. federal net operating loss carryforward of $16.1 million and 2037.  Thethe majority of the foreign loss carryforwards of $3.7 million are available for carryforward indefinitely. The Company also hadhas state net operating losses of approximately $0.6$0.5 million that are set to expire at varying periods between 20262025 and 20372041 if not utilized. As of December 31, 2018,2021, the Company has a Texas Margin Tax Credit of $1.1$1.0 million and U.S. federal R&D credits of $0.1 million that may be utilized through 2026 and 2037, respectively. The Company has capital loss carryforwards of $1.0 million expiring in 2022. 

 

During fiscal 2018, the valuation allowance increased by $238. Any further increase or decrease in the valuation allowance could have favorable or unfavorable impact on the income tax provision in the period in which determination is made.50


 

The effective tax rate before income taxes varies from the current U.S. federal statutory income tax rate as follows:

 

 

Years ended December 31,

 

 

Years ended December 31,

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

Statutory rate

 

 

21.00

%

 

 

35.00

%

 

 

21.0

%

 

 

21.0

%

State and local taxes

 

 

0.45

%

 

 

1.07

%

 

 

(1.2

)%

 

 

0.5

%

Permanent differences

 

 

-11.93

%

 

 

-5.55

%

 

 

8.8

%

 

 

(19.4

)%

Tax credits

 

 

0.49

%

 

 

0.09

%

 

 

0.0

%

 

 

0.0

%

Foreign operations

 

 

-0.55

%

 

 

-13.05

%

 

 

(3.3

)%

 

 

(1.3

)%

Uncertain tax positions

 

 

-2.81

%

 

 

-0.66

%

 

 

7.3

%

 

 

(0.8

)%

Remeasurement of deferred taxes

 

 

0.00

%

 

 

-49.35

%

Valuation allowance

 

 

-9.69

%

 

 

30.97

%

 

 

(59.1

)%

 

 

(5.1

)%

Other

 

 

-1.00

%

 

 

3.12

%

 

 

(9.8

)%

 

 

(0.5

)%

 

 

-4.04

%

 

 

1.64

%

 

 

(36.3

)%

 

 

(5.6

)%

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, is as follows:

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

Balance at January 1,

 

$

1,016

 

 

$

741

 

 

$

3,546

 

 

$

4,295

 

Increases in tax positions for prior years

 

 

2,352

 

 

 

673

 

Increases in tax positions for current years

 

 

860

 

 

 

(8

)

(Decrease) increases in tax positions for current years

 

 

123

 

 

 

(375

)

Other

 

 

(70

)

 

 

66

 

 

 

(14

)

 

 

(42

)

Lapse in statute of limitations

 

 

(515

)

 

 

(235

)

Settlements

 

 

(43

)

 

 

(456

)

 

 

(112

)

 

 

(97

)

Balance at December 31,

 

$

4,115

 

 

$

1,016

 

 

$

3,028

 

 

$

3,546

 

 

Of the amounts reflected in the above table at December 31, 2018,2021, approximately $0.8$1.2 million would reduce the Company’s annual effective tax rate if recognized. This amount considers the indirect effects of offsetting tax positions in different jurisdictions. The Company records accrued interest and penalties related to income tax matters in the provision for income taxes in the accompanying consolidated statementstatements of income.operations. For the years ended December 31, 2018, 20172021 and 2016,2020, interest and penalties recognized on unrecognized tax benefits were $266, $69$(187) and $40,$(287), respectively. The accrued balance as of December 31, 20182021 and 20172020 was $648$309 and $382,$495, respectively. Included in the unrecognized tax benefits is a liability for the Romania income tax audit for tax years 2012-2016.  Depending upon the final resolution of the audit,audits, the uncertain tax position liabilities could be higher or lower than the amount recorded at December 31, 2018. It is not reasonably possible to estimate the change in unrecognized tax benefits within 12 months of the reporting date.2021.

 

The Company files income tax returns in the United States, Italy, Romania, Argentina, and ArgentinaChile as well as various state and local tax jurisdictions with varying statutes of limitations. With a few exceptions, the Company is no longer subject to examination by the tax authorities for U.S. federal or state for the years before 2015,2018, or foreign examinations for years before 2012.  

77


Note 17.16. Supplemental Cash Flow Disclosures

Interest received and paid and income taxes paid and non-cash transactions incurred(refunds) during the years ended December 31, 2018, 20172021 and 20162020 were as follows:

 

 

 

2018

 

 

2017

 

 

2016

 

Interest received in cash

 

$

167

 

 

$

 

 

$

 

Interest paid in cash

 

 

5,841

 

 

 

7,234

 

 

 

10,576

 

Income tax payments (refunds)  in cash

 

 

1

 

 

 

1,729

 

 

 

(1,322

)

Non-Cash Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Proportional share of increase in equity investments' paid

   in capital

 

 

14

 

 

 

11

 

 

 

 

Share based compensation paid in connection with

   Tadano transaction

 

 

200

 

 

 

 

 

 

 

Equipment held for sale financed on a capital lease

 

 

 

 

 

896

 

 

 

 

Terex note payment paid in stock (see Note 21)

 

 

 

 

 

 

 

 

150

 

 

 

2021

 

 

2020

 

Interest received in cash

 

$

43

 

 

$

97

 

Interest paid in cash

 

 

2,148

 

 

 

4,345

 

Income taxes paid (refunds) in cash

 

 

1,342

 

 

 

536

 

 

 

 

 

 

 

 

 

 

 

Note 18.17. Employee Benefits

 

U.S. Plan

The Company sponsors a 401(k) plan. The plan is intended to cover all non-union United States based employees. The plan is open to employees 21 years of age and older. There is no minimum employment duration required before eligibility. The plan allows for monthly enrollment and contribution changes.

51


The Company currently matches dollar for dollar participants’ contributions up to 3% of the participants’ gross income and a 50% match on the next 2% of gross income. There is no dollar limit regarding matched funds and the plan also calls for immediate vesting of the employer contribution component. The employer match is paid when payroll is processed.

The amount paid in matching contributions by the company for 2018, 20172021 and 20162020 were $386, $235$319 and $375,$336, respectively.

Non-U.S. Plan

Employees in Italy are entitled to Trattamento di Fine Rapporto (“TFR”), commonly referred to as an employee leaving indemnity, which represents deferred compensation for employees in the private sector. Under Italian law, an entity is obligated to accrue for TFR on an individual employee basis payable to each individual upon termination of employment (including both voluntary and involuntary dismissal). The annual accrual is approximately 7% of total pay, with no ceiling, and is revalued each year by applying a pre-established rate of return of 1.50%, plus 75% of the Consumer Price Index, and is recorded by a book reserve. TFR is an unfunded plan.

The accrued employee severance indemnity must be transferred to the Fund for the payment of severance pay to employees in the private sector, managed by the INPS (the National Social Contributions Authority), on behalf of the State, on a special account opened at the State Treasury. In this case the workers continue to have as their sole interlocutor the employer, who will provide monthly payment of the amount due (together with the social contributions due to INPS). In this situation, the Company will pay the severance to the employees leaving and then those amounts will be compensated by the payments to be made in favor of INPS.

The amount paid by the company for 2018, 20172021 and 20162020 was $213, $149,$385 and $75.$521, respectively. The amount allocated to the Employee severance indemnity provision in 2018, 20172021 and 20162020 were $579, $728$810 and $668.$689, respectively.

Note 19.18. Accrued Warranties

A liability for estimated warranty claims is accrued at the time of sale. The liability is established using historical warranty claim experience. Historical warranty experience is however, reviewed by management.

The current provision may be adjusted to take into account unusual or non-recurring events in the past or anticipated changes in future warranty claims. Adjustments to the initial warranty accrual are recorded if actual claim experience indicates that adjustments are necessary. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability.

78


The following table summarizes the changes in product warranty liability:

 

 

2018

 

 

2017

 

 

2021

 

 

2020

 

Balance January 1,

 

$

2,030

 

 

$

1,568

 

 

$

1,292

 

 

$

1,604

 

Accrual for warranties issued during the year

 

 

3,549

 

 

 

2,192

 

Provision for warranties issued during the year

 

 

3,625

 

 

 

2,573

 

Warranty services provided

 

 

(3,317

)

 

 

(1,839

)

 

 

(3,293

)

 

 

(3,091

)

Changes in estimates

 

 

(267

)

 

 

64

 

 

 

-

 

 

 

177

 

Foreign currency translation

 

 

9

 

 

 

45

 

 

 

(46

)

 

 

29

 

Balance December 31,

 

$

2,004

 

 

$

2,030

 

 

$

1,578

 

 

$

1,292

 

52


 

 

Note 20. Long Lived Assets

 

 

2018

 

 

2017

 

United States

 

$

18,365

 

 

$

35,841

 

Italy

 

 

66,891

 

 

 

79,025

 

Total Long-Lived Assets

 

$

85,256

 

 

$

114,866

 

Long-Lived Assets are based on where the operating unit is domiciled.

Note 21.19. Equity

Tadano, Ltd. Investment in the Company

On May 24, 2018, the Company entered into a (a) Securities Purchase Agreement (the “Purchase Agreement”) and (b) Registration Rights Agreement (the “Registration Rights Agreement”) with Tadano Ltd., a Japanese company (“Tadano”).

Pursuant to the Purchase Agreement, the Company agreed to issue and sell to Tadano, and Tadano agreed to purchase from the Company, 2,918,542 shares of the Company’s common stock, no par value (the “Shares”), representing approximately 14.9% of the outstanding shares of common stock of the Company (based on the number of outstanding shares as of the date of the Purchase Agreement), at a purchase price of $11.19 per share and for an aggregate purchase price of $32,658. The transaction closed on May 29, 2018 (the “Closing Date”). The Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).  

The Purchase Agreement also provides for certain rights of Tadano and certain limitations on the Company, subject in each case to Tadano continuing to meet certain minimum ownership requirements. Specifically, so long as Tadano owns at least a majority of the Shares, Tadano has certain preemptive rights to purchase its pro rata share of specified equity securities (including certain derivative and convertible securities) issued by the Company after the Closing Date. Additionally, so long as Tadano owns at least 10% of the Company’s issued and outstanding shares of common stock, the Company is prohibited, absent Tadano’s consent, from, among other items: (i) increasing the number of directors on the Company’s board of directors to a number greater than ten; (ii) entering into certain related person or affiliated transactions, subject to certain exceptions; and (iii) authorizing or approving any plan of dissolution of the Company, any liquidating distribution of the Company’s assets or other action relating to the dissolution or liquidation of the Company. The Purchase Agreement also contains certain restrictions on asset sales by the Company. In addition, so long as it owns at least 10% of the Company’s issued and outstanding shares of common stock, Tadano shall have the right to nominate one individual to serve on the Company’s board of directors

See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2018 for additional information regarding this transaction.

In connection with this transaction, the Company incurred legal, investment banking and consulting fees that in aggregate totaled $916.  These fees are recorded net of common stock.

Issuance of Common Stock

On July 25, 2017, the Company issued 21,783 shares of common stock with a value of $154 to Avis Industrial Corporation.  The shares were issued as part of the consideration paid to purchase the Winona manufacturing facility.

79


On October 14, 2016 the Company issued 41,948 shares of common stock with a value of $227 to Avis Industrial Corporation as payment for rent of the Company’s Winona, Minnesota facility.  The shares were valued based on closing price on October 14, 2016 of $5.41.

At the Market Program

On January 23, 2017, Manitex International Inc. entered into a Controlled Equity Offering Sales Agreement (“Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company may offer and sell shares of its common stock, no par value per share, having an aggregate offering price up to $20 million through Cantor.  The Company thought it prudent to put a mechanism in place by which supplemental liquidity can be provided to address working capital requirements or other capital requirements that may arise in conjunction with production requirements.  Under the program, the Company’s stock is issued at the current market price and the Company pays a 7% commission to Cantor.

The following table contains information regarding stock issued under the program:

Date of Issue

 

Shares

Issued

 

 

Shares

Price

 

 

Value of

Shares

Issued

 

 

Commissions

 

 

Net

Proceeds

 

January 25, 2017

 

 

247,604

 

 

$

8.8750

 

 

$

2,197

 

 

$

154

 

 

$

2,043

 

January 27, 2017

 

 

27,120

 

 

$

8.8376

 

 

$

240

 

 

$

17

 

 

$

223

 

January 30, 2017

 

 

1,100

 

 

$

8.6464

 

 

$

10

 

 

$

1

 

 

$

9

 

January 31, 2017

 

 

18,700

 

 

$

8.6451

 

 

$

162

 

 

$

11

 

 

$

151

 

 

 

 

294,524

 

 

 

 

 

 

$

2,609

 

 

$

183

 

 

$

2,426

 

Shares issued to Terex Corporation

On March 1, 2016, the Company issued 30,425 shares of common stock to Terex Corporation as the Company elected to pay $150 of the final principal payment due March 1, 2016 in shares of the Company’s common stock. The share price for the transaction was $4.93 which was determined based upon the average closing price for the twenty trading days ending the day before the payment was due.  

80


Stock issued to employees and Directors

The Company issued shares of common stock to employees and Directors at various times in 2018, 20172021 and 20162020 as restricted stock units issued under the Company’s 2004 and 2019 Incentive Plan vested.Plan. Upon issuance entries were recorded to increase common stock and decrease paid in capital for the amounts shown below. The following is a summary of stock issuances that occurred during the three-yeartwo-year period:

 

 

Date of Issue

 

Employees or

Director

 

Shares Issued

 

 

Value of

Shares Issued

 

January 1, 2018

 

Directors

 

 

4,420

 

 

$

56

 

January 1, 2018

 

Employees

 

 

12,536

 

 

 

160

 

January 4, 2018

 

Directors

 

 

7,675

 

 

 

47

 

January 4, 2018

 

Employees

 

 

26,215

 

 

 

159

 

January 15, 2018

 

Directors

 

 

6,600

 

 

 

59

 

May 31, 2018

 

Directors

 

 

11,600

 

 

 

135

 

May 31, 2018

 

Employees

 

 

1,073

 

 

 

12

 

August 8, 2018

 

Employees

 

 

6,750

 

 

 

39

 

September 15, 2018

 

Directors

 

 

6,600

 

 

 

35

 

October 15, 2018

 

Directors

 

 

6,800

 

 

 

61

 

December 14, 2018

 

Directors

 

 

7,675

 

 

 

43

 

December 14, 2018

 

Employees

 

 

18,559

 

 

 

104

 

 

 

 

 

 

116,503

 

 

$

910

 

 

 

 

 

 

 

 

 

 

 

 

Date of Issue

 

Employees or

Director

 

Shares Issued

 

 

Value of

Shares Issued

 

January 1, 2017

 

Directors

 

 

4,290

 

 

$

54

 

January 1, 2017

 

Employees

 

 

20,932

 

 

 

266

 

January 4, 2017

 

Directors

 

 

7,675

 

 

 

47

 

January 4, 2017

 

Employees

 

 

42,533

 

 

 

258

 

June 1, 2017

 

Employees

 

 

4,493

 

 

 

32

 

September 15, 2017

 

Directors

 

 

6,600

 

 

 

35

 

October 16, 2017

 

Directors

 

 

6,600

 

 

 

59

 

December 14, 2017

 

Directors

 

 

7,675

 

 

 

43

 

December 14, 2017

 

Employees

 

 

23,353

 

 

 

131

 

 

 

 

 

 

124,151

 

 

$

925

 

 

 

 

 

 

 

 

 

 

 

 

Date of Issue

 

Employees or

Director

 

Shares Issued

 

 

Value of

Shares Issued

 

January 1, 2016

 

Directors

 

 

4,290

 

 

$

55

 

January 1, 2016

 

Employees

 

 

25,920

 

 

 

329

 

June 5, 2016

 

Employees

 

 

642

 

 

 

7

 

September 15, 2016

 

Directors

 

 

6,800

 

 

 

36

 

September 30, 2016

 

Employees

 

 

7,511

 

 

 

68

 

December 31, 2016

 

Directors

 

 

9,915

 

 

 

128

 

December 31, 2016

 

Employees

 

 

13,798

 

 

 

218

 

 

 

 

 

 

68,876

 

 

$

841

 

Date of Issue

 

Employees or

Director

 

Shares Issued

 

 

Value of

Shares Issued (in thousands)

 

January 1, 2021

 

Employee

 

 

3,300

 

 

$

20

 

March 6, 2021

 

Directors

 

 

7,920

 

 

 

47

 

March 6, 2021

 

Employees

 

 

24,923

 

 

 

147

 

March 8, 2021

 

Directors

 

 

12,000

 

 

 

93

 

March 8, 2021

 

Employee

 

 

2,000

 

 

 

15

 

March 13, 2021

 

Directors

 

 

18,060

 

 

 

133

 

March 13, 2021

 

Employees

 

 

17,680

 

 

 

130

 

June 3, 2021

 

Directors

 

 

5,940

 

 

 

43

 

August 14, 2021

 

Directors

 

 

9,900

 

 

 

44

 

September 1, 2021

 

Employee

 

 

16,500

 

 

 

93

 

October 20, 2021

 

Employee

 

 

2,211

 

 

 

10

 

December 10, 2021

 

Employee

 

 

3,630

 

 

 

17

 

December 31, 2021

 

Employee

 

 

2,640

 

 

 

16

 

 

 

 

 

 

126,704

 

 

$

807

 

 

 

 

 

 

 

 

 

 

 

 

Date of Issue

 

Employees or

Director

 

Shares Issued

 

 

Value of

Shares Issued (in thousands)

 

January 1, 2020

 

Employee

 

 

2,250

 

 

$

13

 

March 6, 2020

 

Directors

 

 

7,920

 

 

 

47

 

March 13, 2020

 

Employee

 

 

39,714

 

 

 

292

 

May 15, 2020

 

Employee

 

 

560

 

 

 

6

 

May 31, 2020

 

Directors

 

 

6,800

 

 

 

79

 

August 14, 2020

 

Directors

 

 

9,900

 

 

 

44

 

August 20, 2020

 

Employee

 

 

333

 

 

 

4

 

August 21, 2020

 

Employee

 

 

335

 

 

 

2

 

September 1, 2020

 

Employee

 

 

16,500

 

 

 

93

 

October 2, 2020

 

Employee

 

 

34,075

 

 

 

210

 

December 31, 2020

 

Employee

 

 

2,640

 

 

 

16

 

 

 

 

 

 

121,027

 

 

$

806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8153


Stock Repurchase

The Company purchased shares of Common Stock at various times from certain employees at the closing price on date of purchase. The stock was purchased from the employees to satisfy employees’ withholding tax obligations related to stock issuances described above. The following is a summary of common stock purchased during 2018, 20172021 and 2016:2020:

 

 

Date of Purchase

 

Shares Purchased

 

 

Closing Price

on Date of

Purchase

 

January 1, 2018

 

 

3,183

 

 

$

9.60

 

January 4, 2018

 

 

5,709

 

 

$

9.39

 

August 8, 2018

 

 

1,978

 

 

$

11.54

 

December 14, 2018

 

 

2,651

 

 

$

6.60

 

 

 

 

13,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2017

 

 

6,312

 

 

$

6.86

 

January 4,2017

 

 

11,750

 

 

$

7.27

 

December 14, 2017

 

 

4,758

 

 

$

8.35

 

 

 

 

22,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2016

 

 

7,074

 

 

$

5.95

 

June 5, 2016

 

 

197

 

 

$

6.75

 

September 30, 2016

 

 

2,254

 

 

$

5.51

 

December 31, 2016

 

 

3,530

 

 

$

6.86

 

 

 

 

13,055

 

 

 

 

 

Date of Purchase

 

Shares

Purchased

 

 

Closing Price

on Date of

Purchase

 

March 6, 2021

 

 

2,779

 

 

$

7.43

 

March 8, 2021

 

 

692

 

 

$

7.73

 

March 13, 2021

 

 

2,712

 

 

$

8.29

 

December 10, 2021

 

 

1,124

 

 

$

6.99

 

 

 

 

7,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 13, 2020

 

 

2,949

 

 

$

4.34

 

August 20, 2020

 

 

116

 

 

$

4.37

 

August 21, 2020

 

 

116

 

 

$

4.23

 

October 2, 2020

 

 

9,941

 

 

$

4.74

 

 

 

 

13,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004Manitex International, Inc. 2019 Equity Incentive Plan

In 2004,2019, the Company adopted the 2004Manitex International, Inc. 2019 Equity Incentive Plan and subsequently(the “Plan”). In 2020, the Plan was amended and restated to increase the plan on September 13, 2007, May 28, 2009, June 5, 2013 and June 2, 2016. The maximum number of shares of common stock reservedauthorized for issuance under the plan is 1,329,364 shares.Plan from 279,717 to 779,717. The total number of shares reserved for issuance however, can be adjusted to reflect certain corporate transactions or changes in the Company’s capital structure. The Company’s employees and members of the board of directors who are not our employees or employees of our affiliates are eligible to participate in the plan. The plan is administered by a committee of the board comprised of members who are outside directors. The plan provides that the committee has the authority to, among other things, select plan participants, determine the type and amountnumber of awards, determine award terms, fix all other conditions of any awards, and interpret the plan and any plan awards. Under the plan, the committee can grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units, except Directors may not be granted stock appreciation rights, performance shares and performance units. During any calendar year, participants are limited in the number of grants they may receive under the plan. In any year, an individual may not receive options for more than 15,000 shares, stock appreciation rights with respect to more than 20,000 shares, more than 20,000 shares of restricted stock and/or an award for more than 10,000 performance shares or restricted stock units or performance units. The plan requires that the exercise price for stock options and stock appreciation rights be not less than fair market value of the Company’s common stock on date of grant.

Restricted Stock Awards

Restricted stock units are subject to the same conditions as the restricted stock awards except the restricted stock units do not have voting rights and the common stock will not be issued until the vesting criteria are satisfied.

The Company awarded under the Amended and Restated 2004 Equity Incentive Plan a total of 28,768; 24,493;177,800 and 329,325176,000 restricted stock units to employees and directors during 2018, 20172021 and 2016,2020, respectively. The weighted average grant date fair value of awards made in 2021 was $7.48 per share, compared to $5.49 at 2020. The restricted stock units are subject to the same conditions as the restricted stock awards except the restricted stock units will not have voting rights and the common stock will not be issued until the vesting criteria are satisfied.

8254


Compensation expense in 2018, 2017 and 2016 includes $639, $798 and $1,129 related to restricted stock units, respectively. Compensation expense related to restricted stock units will be $219, $43 and $4 for 2019, 2020 and 2021, respectively.

The following is a summary of restricted stock units that were awarded during 2018, 20172021 and 2016:2020:

 

2018 Grants

 

Vesting Date

 

Number of

Restricted

Stock Units

 

 

Closing Price on

Date of Grant

 

 

Value of

Restricted Stock

Units Issued

 

May 15, 2018

 

May 15, 2019 560 units; May 15, 2020 560 units and May 15, 2021 575 units

 

 

1,695

 

 

$

11.30

 

 

$

19

 

May 31, 2018

 

May 31, 2018 6,600 units; May 31, 2019 6,600 units and May 31, 2020 6,800 units

 

 

20,000

 

 

$

11.64

 

 

$

233

 

May 31, 2018

 

May 31, 2018 5,000 units

 

 

5,000

 

 

$

11.64

 

 

$

58

 

May 31, 2018

 

May 31, 2018 1,073 units

 

 

1,073

 

 

$

11.64

 

 

$

12

 

August 20, 2018

 

August 20, 2019 333 units; August 20, 2020 333 units and August 20, 2021 334 units

 

 

1,000

 

 

$

11.46

 

 

$

11

 

 

 

 

 

 

28,768

 

 

 

 

 

 

$

333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 Grants

 

Vesting Date

 

Number of

Restricted

Stock Units

 

 

Closing Price on

Date of Grant

 

 

Value of

Restricted Stock

Units Issued

 

June 1, 2017

 

June 1, 2017 4,493 units

 

 

4,493

 

 

$

7.01

 

 

$

31

 

October 9, 2017

 

October 16, 2017 6,600 units; January 15, 2018 6,600 units and October 15, 2018 6,800 units

 

 

20,000

 

 

$

9.00

 

 

$

180

 

 

 

 

 

 

24,493

 

 

 

 

 

 

$

211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 Grants

 

Vesting Date

 

Number of

Restricted

Stock Units

 

 

Closing Price on

Date of Grant

 

 

Value of

Restricted Stock

Units Issued

 

January 4, 2016

 

January 4, 2017 60,671 units; January 4, 2018 60,671 units and 62,508 units January 4, 2019

 

 

183,850

 

 

$

6.07

 

 

$

1,116

 

September 15, 2016

 

September 15, 2016 6,800 units; September 15, 2017 6,600 units and September 15, 2018 6,600 units

 

 

20,000

 

 

$

5.32

 

 

$

106

 

December 14, 2016

 

December 14, 2017 41,407 units; December14, 2018 41,407 units and December 14, 2019 42,661 units

 

 

125,475

 

 

$

5.60

 

 

$

703

 

 

 

 

 

 

329,325

 

 

 

 

 

 

$

1,925

 

2021 Grants

 

Vesting Date

 

Number of

Restricted

Stock Units

 

 

Closing Price on

Date of Grant

 

 

Value of

Restricted Stock

Units Issued

 

March 8, 2021

 

March 8, 2021 12,000 units;

March 8, 2022 12,000 units;

March 8, 2023 12,000 units

 

 

36,000

 

 

$

7.73

 

 

$

278

 

March 8, 2021

 

March 8, 2021 2,000 units;

March 8, 2022, 30,294

March 8, 2023 30,294 units;

March 8, 2024 31,212 units

 

 

93,800

 

 

$

7.73

 

 

$

725

 

June 3, 2021

 

June 3, 2021 5,940 units;

June 3, 2022 5,940 units;

June 3, 2023 6,120 units

 

 

18,000

 

 

$

7.29

 

 

$

131

 

November 23, 2021

 

November 23, 2022 6,600 units;

November 23, 2023 6,600 units;

November 23, 2024 6,800 units

 

 

20,000

 

 

$

6.60

 

 

$

132

 

December 31, 2021

 

December 31, 2022 3,300 units;

December 31, 2023 3,300 units;

December 31, 2024 3,400 units

 

 

10,000

 

 

$

6.36

 

 

$

64

 

 

 

 

 

 

177,800

 

 

 

 

 

 

$

1,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020 Grants

 

Vesting Date

 

Number of

Restricted

Stock Units

 

 

Closing Price on

Date of Grant

 

 

Value of

Restricted Stock

Units Issued

 

January 1, 2020

 

January 1, 2021 4,950 units;

January 1, 2022 4,950 units;

January 1, 2023 5,100 units

 

 

15,000

 

 

$

5.95

 

 

$

89

 

March 6, 2020

 

March 6, 2020 7,920 units;

March 6, 2021 7,920 units;

March 6, 2022 8,160 units

 

 

24,000

 

 

$

5.89

 

 

$

141

 

March 6, 2020

 

March 6, 2021 28,380 units;

March 6, 2022 28,380 units;

March 6, 2023 29,240 units

 

 

86,000

 

 

$

5.89

 

 

$

507

 

August 14, 2020

 

August 14, 2020 9,900 units;

August 14, 2021 9,900 units;

August 14, 2022 10,200 units

 

 

30,000

 

 

$

4.41

 

 

$

132

 

October 20, 2020

 

October 20, 2020 3,300 units;

October 20, 2021 2,211 units;

October 20, 2022 2,211 units;

October 20, 2023 2,278 units

 

 

10,000

 

 

$

4.60

 

 

$

46

 

December 10, 2020

 

December 10, 2021 3,630 units;

December 10, 2022 3,630 units;

December 10, 2023 3,740 units

 

 

11,000

 

 

$

4.67

 

 

$

51

 

 

 

 

 

 

176,000

 

 

 

 

 

 

$

966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table contains information regarding restricted stock units for the years ended December 31, 2018, 20172021 and 2016,2020, respectively:

 

 

Restricted Stock Units

 

 

Restricted Stock Units

 

 

2018

 

 

 

2017

 

 

 

2016

 

 

2021

 

 

2020

 

Outstanding on January 1,

 

 

168,763

 

 

 

342,004

 

 

 

118,773

 

 

 

242,586

 

 

 

198,717

 

Units granted during period

 

 

28,768

 

 

 

24,493

 

 

 

329,325

 

 

 

177,800

 

 

 

176,000

 

Vested and issued

 

 

(102,982

)

 

 

(101,331

)

 

 

(55,821

)

 

 

(119,397

)

 

 

(107,905

)

Vested—issued and repurchased for income tax withholding

 

 

(13,521

)

 

 

(22,820

)

 

 

(13,055

)

 

 

(7,307

)

 

 

(13,122

)

Forfeited

 

 

(8,154

)

 

 

(73,583

)

 

 

(37,218

)

 

 

(7,455

)

 

 

(11,104

)

Outstanding on December 31

 

 

72,874

 

 

 

168,763

 

 

 

342,004

 

 

 

286,227

 

 

 

242,586

 

 

8355


Note 22. Recent Accounting Guidance

 

Recently Issued Pronouncements – Not AdoptedStock Options

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which requires lessees to recognize assetsOn September 1, 2019, 50,000 stock options were granted at $5.62 per share and liabilities for leases with lease termsvest ratably on each of more than 12 months and disclose key information about leasing arrangements. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.  Subsequently, the FASB issued the following standards related to ASU 2016-02: ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842,”, ASU 2018-10, “Codification Improvements to Topic 842, Leases”, ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”) and ASU 2018-20, “Narrow-Scope Improvements for Lessors”, which provided additional guidance and clarity to ASU 2016-02 (collectively, the “New Lease Standard”). The Company has adopted the New Lease Standard in the first quarter of fiscal year 2019 underthree anniversary dates. The following table illustrates the alternative transition method permitted by ASU 2018-11. This transition method allows an entity to initially apply the requirements of the New Lease Standard at the adoption date, versus at the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The New Lease Standard provides a number of optional practical expedients in transition. The Company expects to elect the transition package of practical expedients, the practical expedient to not separate lease and non-lease components for all of its leases, and the short-term lease recognition exemption for all of its leases that qualify for it. The Company has estimated additions of $3,245 for right of use assets and $3,263 for liabilities to be reflected in the Quarterly Report on the Form 10-Q for the quarter ended March 31, 2019.  

In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” (“ASU 2018-2”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from H.R. 1 “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (commonly known as “Tax Cuts and Jobs Act”). The effective date will be the first quarter of fiscal year 2019. The Company is evaluating the impact that adoption of this new standard will have on its consolidated financial statements.

Recently Adopted Accounting Guidance

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date”, which amends ASU 2014-09.  As a result, the effective date is the first quarter of 2018, with early adoption permitted.  The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on the operating results when adopted.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in ASU 2016-01, among other things, require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); and eliminates the requirement for public business entities to disclose the method(s) and significantvarious assumptions used to estimate fair value that is required to be disclosedcalculate the Black-Scholes option pricing model for financial instruments measured at amortized cost. The effective date is the first quarter of fiscal year 2018.  The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have a significant impactstock options granted on the operating results when adopted.

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” (“ASU 2016-08”). ASU 2016-08 further clarifies principal and agent relationships within ASU 2014-09. Similar to ASU 2014-09, the effective date is the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on the operating results when adopted.September 1, 2019:

 

 

 

Grant date

September 1, 2019

 

Dividend yields

 

 

 

Expected volatility

 

 

51

%

Risk free interest rate

 

 

1.42

%

Expected life (in years)

 

6

 

Fair value of the option granted

 

$

2.76

 

84


In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606), Identifying Performance ObligationsCompensation expense in 2021 and Licensing” (“ASU 2016-10”).  The amendments in ASU 2016-10 are expected to reduce the cost2020 includes $1,056 and complexity of applying the guidance on identifying promised goods or services in contracts with customers and to improve the operability and understandability of licensing implementation guidance$1,038 related to the entity's intellectual property.  Similarrestricted stock units and stock options, respectively. Compensation expense related to ASU 2014-09, the effective date is the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on the operating results when adopted.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receiptsrestricted stock units and Cash Payments,” (“ASU 2016-15”).  ASU 2016-15 reduces the existing diversity in practice in financial reporting by clarifying existing principles in ASC 230, “Statement of Cash Flows,”stock options granted will be $688, $307, and provides specific guidance on certain cash flow classification issues.  The effective date$37 for ASU 2016-15 is the first quarter of fiscal year 2018 with early adoption permitted. The Company made an election to use the “Cumulative Earning Approach” to classify distributions received from equity investments.  Other than the aforementioned election (which may have a future impact), the adoption of this guidance during the quarter ended March 31, 2018, did not have an impact on the Company’s Statement of Cash Flows.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740) - Intra-Entity Transfer of Assets Other than Inventory,” (“ASU 2016-16”).  ASU 2016-16 requires recognition of current2022, 2023, and deferred income taxes resulting from an intra-entity transfer of any asset (excluding inventory) when the transfer occurs. This is a change from existing GAAP which prohibits recognition of current and deferred income taxes until the asset is sold to a third party.  The effective date for ASU 2016-16 is the first quarter of fiscal year 2018 with early adoption permitted.  The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have a significant impact on the operating results when adopted.2024, respectively.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,” (“ASU 2016-18”). ASU 2016-18 requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 on January 1, 2018. Adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” (“ASU 2017-01”). ASU 2017-01 provides guidance in ascertaining whether a collection of assets and activities is considered a business. The effective date is the first quarter of fiscal year 2018, with prospective application. The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have an impact on the operating results when adopted.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment. The effective date is the first quarter of fiscal year 2020, with early adoption permitted in 2017. The Company adopted this guidance during the year ended December 31, 2018.  

Except as noted above, the guidance issued by the FASB during the current year is not expected to have a material effect on the Company’s consolidated financial statements.

 

 

Note 23.20. Transactions between the Company and Related Parties

In the course of conducting its business, the Company has entered into certain related party transactions.

C&M conducts business with RAM P&E LLC for the purposes of obtaining parts business as well as buying, selling, and renting equipment. In 2021, $0.1 million was invoiced by Crane and Machinery, Inc. through government parts contracts awarded to RAM P&E LLC.

C&M is a distributor of Terex rough terrain and truck cranes.  As such, C&M purchases cranes and parts from Terex. Additionally, The Company hashad a convertible note with a face amount of $7,500 payable$7.5 million paid to Terex. See Note 15 for additional details.  This note was paid off in full in December 2020.

During the quarter ended March 31, 2017, the Company was the majority ownerPM is a manufacturer of ASVcranes. PM sold cranes, parts, and therefore, ASV was not a related partyaccessories to Tadano Ltd. during that period.  In May 2017, the Company reduced is its ownership interest in ASV to 21.2%2020 and in February 2018 further reduced its ownership to approximately 11%.   As such, ASV became a related party beginning in the quarter ended June 30, 2017.  The Company did not have any transactions with ASV during 2018.2021.

85


As of December 31, 2018,2021, and 2017,2020, the Company had accounts receivable and accounts payable with related parties as shown below:

 

 

 

 

December 31, 2018

 

 

December 31, 2017

 

 

 

 

December 31, 2021

 

 

December 31, 2020

 

Accounts Receivable

 

SL Industries

 

$

 

 

$

28

 

 

Tadano

 

$

 

 

$

62

 

 

ASV

 

 

 

 

 

26

 

 

Terex

 

 

23

 

 

 

 

 

Ram P&E

 

 

 

 

 

13

 

 

 

 

$

23

 

 

$

54

 

 

 

 

$

-

 

 

$

75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

Terex

 

$

1,394

 

 

$

100

 

 

Terex

 

$

23

 

 

$

47

 

 

SL Industries and BGI (1)

 

 

 

 

 

1,285

 

 

Tadano

 

 

180

 

 

 

80

 

 

 

 

$

1,394

 

 

$

1,385

 

 

 

 

$

203

 

 

$

127

 

Net Related Party

Accounts Payable

 

 

 

$

1,371

 

 

$

1,331

 

 

 

 

$

203

 

 

$

52

 

56


 

The following is a summary of the amounts attributable to certain related party transactions as described in the footnotes to the table, for the periods indicated:years ended December 31:

 

 

2018

 

 

2017

 

 

2016

 

 

2021

 

 

2020

 

Bridgeview Facility (2)(1)

 

$

268

 

 

$

263

 

 

$

259

 

 

$

-

 

 

$

276

 

Sales to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SL Industries, Ltd (1)

 

n/a

 

 

 

8

 

 

 

1

 

Tadano (3)

 

 

167

 

 

 

708

 

Terex(4)

 

 

43

 

 

 

34

 

 

 

 

 

 

43

 

 

 

43

 

Lift Ventures

 

 

 

 

 

 

 

 

14

 

RAM P&E (2)

 

 

122

 

 

 

13

 

Total Sales

 

 

43

 

 

 

42

 

 

 

15

 

 

$

332

 

 

$

764

 

Inventory Purchases from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SL Industries, Ltd (1)

 

n/a

 

 

 

564

 

 

 

15

 

Lift Ventures

 

 

 

 

 

618

 

 

 

1,985

 

BGI (1)

 

n/a

 

 

 

2,886

 

 

 

 

Terex

 

 

2,306

 

 

 

990

 

 

 

1,723

 

Tadano (3)

 

 

303

 

 

 

96

 

Terex (4)

 

 

403

 

 

 

499

 

Total Inventory Purchases

 

$

2,306

 

 

$

5,058

 

 

$

3,723

 

 

$

706

 

 

$

595

 

 

(1)

These companies are controlled by a former executive officer of the Company.  The former officer retired effective December 31, 2016 but provided consulting services to the Company through April 30, 2017.  Although the Company continues to purchase from SL Industries and BGI, these entities are not related parties after December 31, 2017. Therefore, accounts payable to these companies are included in trade payables in 2018.

(2)(1)

The Company leasesleased its 40,000 sq. ft. Bridgeview facility from an entity controlled by Mr. David Langevin, the Company’s Executive Chairman and CEO.former CEO, through December 31, 2020. Pursuant to the terms of the lease, the Company makes monthly lease payments of $23. The Company is also responsible for all the associated operations expenses, including insurance, property taxes, and repairs. On October 3, 2018,The entity controlled by Mr. David Langevin sold the lease was amendedbuilding on December 31, 2020 to extend the initial lease term to fifteen years expiring in May 3, 2025 with a provision for an option one five-year period and thereafter, six one-year extension periods.unaffiliated third-party. The lease contains a rental escalation clause under which annual rent is increased during the initial lease term by the lessernew terms of the increase inbuilding lease are substantially the Consumer Price Increase or 2.0%. Rent for any extension period shall, however, be the then-market rate for similar industrial buildings within the market area. The Company has the option to purchase the building by giving the Landlord written notice at any time prior to the date that is 180 days prior to the expiration of the lease or any extension period. The Landlord can require the Company to purchase the building if a Change of Control Event, as defined in the agreement occurs by giving written notice to the Company at any time prior to the date that is 180 days prior to expiration of the lease or any extension period. The purchase price regardless whether the purchase is initiated by the Company or the landlord will be the Fair Market Value as of the closing date of said sale.     same.

Transactions with Terex

On December 19, 2014, Terex became a related party. At December 31, 2018 and 2017, the Company has the following note payable to Terex:

(2)

RAM P&E is owned by the Company’s Executive Chairman’s daughter.

 

 

 

Years Ended December 31,

 

 

 

2018

 

 

2017

 

Convertible note

 

$

7,158

 

 

$

7,005

 

(3)

Tadano is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business.

 

See Note 15 for additional details regarding the above debt obligations.

 

86


On March 4, 2016, CVS and Terex Operations Italy S.R.L. (“TOI”) entered into an agreement whereby TOI acquired certain inventories and intellectual property related to CVS’ terminal tractor line.  The transaction totaled €2,839 ($3,119) inclusive of VAT taxes and resulted in a gain of €1,987 ($2,212), which is included in loss on sale of discontinued operations.  The transaction also contained a contract manufacturing requirement for CVS to continue production of the terminal tractor line for TOI for a period of nine months.  After this period of time CVS will have the access to terminal tractor equipment directly from TOI under a private label agreement.

(4)

Terex is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business.

 

 

Note 24.21. Legal Proceedings and Other Contingencies

The Company is involved in various legal proceedings, including product liability, employment related issues, and workers’ compensation matters which have arisen in the normal course of operations. The Company has product liability insurance with self-insurance retention that range from $50 to $500.  

When it is probable that a loss has been incurred and possible to make a reasonable estimate of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate to estimate the amount within the range that is most likely to occur. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company.Company for these cases. However, the Company does not believe that these contingencies, in the aggregate, will have a material adverse effect on the Company.

The Company has been named as a defendant in several multi-defendant asbestos related product liability lawsuits. In certain instances, the Company is indemnified by a former owner of the product line in question. In the remaining cases the plaintiff has, to date, not been able to establish any exposure by the plaintiff to the Company’s products. The Company is uninsured with respect to these claims but believes that it will not incur any material liability with respect to these claims.

When it is probable thatDuring 2020, the Company changed its insurance coverage and no longer has a loss has been incurred and possible to make a reasonable estimate of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate or the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur. The Company established reserves for several PM lawsuits in conjunction with the accounting for this acquisition.

Additionally, beginning on December 31, 2011, the Company’s worker’s compensation insurance policy has per claim deductible of $250 and annual aggregates of $1,000 to $1,875 depending on the policy year.obligation. The Company is fully insured for any amount on any individual claim that exceeds the deductible and for any additional amounts of all claims once the aggregate deductible is reached. The Company currently has several worker’s compensation claims related to injuries that occurred after December 31, 2011 and therefore are subject to a deductible. The Company does not believe that the contingencies associated with these worker compensation claims in aggregate will have a material adverse effect on the Company.

On May 5, 2011, Company entered into two2 separate settlement agreements with two2 plaintiffs. As of December 31, 2018,2021, the Company has a remaining obligation under the agreements to pay the plaintiffs $1,235$950 without interest in 1310 annual installments of $95 on or before May 22 of each year. The Company has recorded a liability for the net present value of the liability. The difference between the net present value and the total payment will be charged to interest expense over payment period.

It is reasonably possible that the “Estimated Reserveestimated reserve for Product Liability Claims”product liability claims may change within the next 12 months. A change in estimate could occur if a case is settled for more or less than anticipated, or if additional information becomes known to the Company.

57


Romania Income Tax Audit

As described in Note 16,15, included in the unrecognized tax benefits is a liability for the Romania income tax audit for tax years 2012-2016. Depending upon the final resolution of the audit,audits, the liability could be higher or lower than the amount recorded at December 31, 2018.2021.

Residual Value Guarantees

The Company issues partial residual value guarantees to support a customer’s financing of equipment purchased from the Company. A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date if certain conditions are met by the customer. The Company has issued partial residual guarantees that have maximum exposure of approximately $1.6 million in the aggregate. The Company does not have any reason to believe that any exposure from such a guarantee is either probable or estimable at this time, as such, no liability has been recorded. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss.

SEC Investigation

The Company continues to comply with the SEC investigation regarding the Company’s restatement of prior financial statements, which was completed in April 2018.


Note 25. Unaudited Quarterly Financial Data

Summarized quarterly financial data for 2018 and 2017 are as follows (in thousands, except per share amounts).

 

 

2018

 

 

2017

 

 

 

1st Qtr

 

 

2nd Qtr

 

 

3rd Qtr

 

 

4th Qtr

 

 

1st Qtr

 

 

2nd Qtr

 

 

3rd Qtr

 

 

4th Qtr

 

Net revenues

 

$

56,675

 

 

$

63,904

 

 

$

60,938

 

 

$

60,590

 

 

$

40,119

 

 

$

52,051

 

 

$

56,464

 

 

$

64,478

 

Gross Profit

 

 

11,100

 

 

 

12,441

 

 

 

11,994

 

 

 

8,512

 

 

 

7,392

 

 

 

9,404

 

 

 

9,873

 

 

 

10,177

 

Net (loss) income from continuing

   operations attributable to shareholders

   of Manitex International,Inc.

 

 

(1,485

)

 

 

(967

)

 

 

122

 

 

 

(10,847

)

 

 

(3,425

)

 

 

(1,490

)

 

 

(1,522

)

 

 

(630

)

Net income (loss) from discontinued

   operations attributable to shareholders of

   Manitex International, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

137

 

 

 

(971

)

 

 

15

 

 

 

(192

)

Net (loss) income attributable to

   shareholders of Manitex

   International, Inc.

 

$

(1,485

)

 

$

(967

)

 

$

122

 

 

$

(10,847

)

 

$

(3,288

)

 

$

(2,461

)

 

$

(1,507

)

 

$

(822

)

Earnings (Loss) per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings from continuing

   operations attributable to

   shareholders of Manitex

   International, Inc.

 

$

(0.09

)

 

$

(0.05

)

 

$

0.01

 

 

$

(0.55

)

 

$

(0.21

)

 

$

(0.09

)

 

$

(0.09

)

 

$

(0.04

)

Earnings (Loss) from discontinued

   operations attributable to

   shareholders of Manitex

   International, Inc.

 

$

 

 

$

 

 

$

 

 

$

 

 

$

0.01

 

 

$

(0.06

)

 

$

0.00

 

 

$

(0.01

)

Loss attributable to shareholders

   of Manitex International,  Inc.

 

$

(0.09

)

 

$

(0.05

)

 

$

0.01

 

 

$

(0.55

)

 

$

(0.20

)

 

$

(0.15

)

 

$

(0.09

)

 

$

(0.05

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings from continuing

   operations attributable to

   shareholders of Manitex

   International, Inc.

 

$

(0.09

)

 

$

(0.05

)

 

$

0.01

 

 

$

(0.55

)

 

$

(0.21

)

 

$

(0.09

)

 

$

(0.09

)

 

$

(0.04

)

Earnings (Loss) from discontinued

   operations attributable to

   shareholders of Manitex

   International, Inc.

 

$

 

 

$

 

 

$

 

 

$

 

 

$

0.01

 

 

$

(0.06

)

 

$

0.00

 

 

$

(0.01

)

(Loss) earnings attributable to

   shareholders of Manitex

   International, Inc.

 

$

(0.09

)

 

$

(0.05

)

 

$

0.01

 

 

$

(0.55

)

 

$

(0.20

)

 

$

(0.15

)

 

$

(0.09

)

 

$

(0.05

)

Shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

16,666,937

 

 

 

17,734,383

 

 

 

19,610,168

 

 

 

19,625,695

 

 

 

16,559,343

 

 

 

16,553,667

 

 

 

16,573,927

 

 

 

16,595,726

 

Diluted

 

 

16,666,937

 

 

 

17,734,383

 

 

 

19,694,379

 

 

 

19,625,695

 

 

 

16,559,343

 

 

 

16,553,667

 

 

 

16,573,927

 

 

 

16,595,726

 

Note 26.22. Discontinued Operations

 

Assets and Liabilities Classified as Held for Sale

Company Sells Liftking

On September 30, 2016,August 21, 2020, the Company completedentered into an Asset Purchase Agreement to sell Manitex Sabre, Inc. to an affiliate of Super Steel, LLC for cash proceeds of $1.5 million, subject to certain adjustments based on closing date accounts receivable and inventory.

In addition to the cash proceeds from the sale of $1.5 million in cash received, the Company may receive maximum royalty and earn-out payments of up to approximately $2.9 million for years 2021 through 2023 if certain revenue criteria are met. The Company has received approximately $0.1 million of such payments to date. The Company will account for the contingent consideration as a gain in accordance with ASC 450. Under this approach, we will recognize the contingent consideration in earnings after the contingency is resolved.

During the year ended December 31, 2020, the Company recorded a gain on the sale of Manitex Liftking, ULC, an Alberta unlimited liability corporation pursuant to a Share Purchase Agreement (the “Liftking Purchase Agreement”) with Mi-Jack Products, Inc. and its wholly-owned subsidiary Liftking Acquisition ULC.  Sabre of $319.

 

The Company received cash considerationcalculation of $14 million.  The Company recognized a pre-tax lossthe gain on sale for the year ended December 31, 2020 is as follows:

 

 

For the year ended December 31, 2020

 

Proceeds from sale

 

$

1,489

 

Transaction Costs

 

 

(126

)

working capital adjustment

 

 

190

 

Net proceeds

 

 

1,553

 

Net assets sold

 

 

(1,234

)

Gain on sale before taxes

 

 

319

 

Taxes on gain

 

 

 

Gain on sale, net of tax

 

$

319

 

After August 21, 2020, additional invoices of $9,296 on the sale including transaction expenses of $551. The pre-tax loss includes a non-cash portion$57 related to intangibleSabre were received resulting in a Gain of Sale, net of tax of $319 as of December 31, 2020.

Cash flows:

For the year ended December 31, 2020, cash flows used for operating activities was $1,586, this consisted of depreciation expense of $44, 0 purchases of fixed assets and goodwill write-offs0 amortization expense. Cash flows provided by investing activities consisted of $2,710 and $3,686, respectively.  The aforementioned intangible and goodwill represents an allocationproceeds from sale of a portion of the Lifting Equipment segment’s intangibles and goodwill that existed on the date of sale.  The allocation percentageassets was arrived at by computing the full value of the Lifting Equipment segment and subtracting the value of the cash consideration that the Company received related to the Liftking disposition.  The Company did record an income tax benefit of $453 attributable to this transaction. $1,553.

 

88

 

 

For the year ended December 31,

 

 

 

2020

 

Net revenues

 

$

3,276

 

Cost of sales

 

 

3,594

 

Selling, general and administrative expenses

 

 

840

 

Interest expense

 

 

62

 

Other income

 

 

332

 

Net loss from discontinued operations before income

   tax

 

 

(888

)

Income tax expense related to

   discontinued operations

 

 

3

 

Net loss on discontinued operations

 

$

(891

)

58


Company Sells CVS

Note 23. Subsequent Events

On December 22, 2016,January 12, 2022, Manitex International, Inc. (the “Company”) completedannounced a restructuring plan (the “Restructuring”) that will result in the saleclosure of its CVS Ferrari srl (“CVS”) subsidiary to two Italian companies BP S.r.l. and NEIP III S.p.A. (collectively the “Purchasers”) for $5 millionBadger Equipment facility in cash, less $1.3 million payable for inventory due in 2017, and the assumption of $14 million of net CVS debt (the “Transaction”). The Transaction was consummated pursuant to a Sale and Purchase Agreement between the Company and the Purchasers (the “Purchase Agreement”). The Purchasers are privately-held manufacturers and service providers for terminal handling equipment provided around the world.Winona, Minnesota. As part of the transaction,Restructuring, the Company retainedintends to move the operationsmanufacturing of CVS’s Valla division, which offers a full range of electric precision picktheir straight mast boom cranes and carry cranes.aerial platforms now produced in Winona to its Georgetown, Texas facility. The Restructuring is expected to be completed around March 31, 2022.

The Company recognizedrecordedone-time pre-tax losscharge of $7,984 on the sale including transaction expenses of $650.  The pre-tax loss includes a non-cash portion$3.6 million related to inventory write-downs, impairment of fixed assets, and impairment of intangible assets and goodwill write-offsin the fourth quarter of $2,649 and $4,358, respectively.  The aforementioned intangible and goodwill represents an allocation of a portion of CVS’s segment’s intangibles and goodwill that existed on the date of sale.  The allocation percentage was arrived at by computing the full value of the Lifting Equipment segment and subtracting the value of the cash consideration that the Company received related to the CVS disposition.2021. The Company did record an income tax benefitestimates that it will incur severance and other plant closure costs of $100 attributableapproximately $0.2 million to this transaction. $0.4 million in the first quarter of 2022.

As disclosed in Note 23, in March 2016 the Company recognized a gain of $2,212 from the sale of inventory and intellectual property related to CVS’s terminal tractor line.

Sale of ASV Shares

On May 11, 2017, in anticipation of an initial public offering, ASV Holdings converted from an LLCThese estimates are subject to a C-Corporationnumber of assumptions, and the Company’s 51% interest was converted to 4,080,000 common shares of ASV Holdings.  On May 17, 2017, in connection within its initial public offering (“IPO”), ASV Holdings sold 1,800,000 of its own shares and the Company sold 2,000,000 shares of ASV Holdings common stock.  After the IPO, the Company held a 21.2% interest in ASV Holdings, but no longer has a controlling interest in ASV holdings.  ASV Holdings was deconsolidated during the quarter ended June 30, 2017 and is recorded as an equity investment starting with quarter ended June 30, 2017.actual results may differ. The Company recognized a loss of $1,133 in connection with the sale of these shares.

Following the sale of the above referenced shares, the Company had significant continuing involvement with ASV in the form of an equity investment (21.2% ownership in ASV).  At the time of the above transaction, the Company plans weremay also incur additional costs not currently contemplated due to hold the remaining shares it owned in ASV for an indefinite period.   Although the Company had no plans to sell additional shares, the sale of additional shares in the future remained an option.   If the Company were to sell more than 117,600 shares, the Company would cease to account for its investment in ASV as an Equity Investment.  

Over the period from February 26-28, 2018, the Company sold an aggregate of 1,000,000 shares of ASV Holdings, Inc. in privately-negotiated transactions with institutional purchasers.  All such shares were sold for $7.00 per share.  Following such sale transactions, the Company owns an aggregate of 1,080,000 shares of ASV Holdings, Inc., which equates to an ownership of approximately 11%. After the sale of the shares, the Company no longer accounts for the investment in ASV using the equity method of accounting. The Company incurred a loss of $205 on the sale these shares.

 

 

For the Year Ended December 31,

 

 

 

2017

 

 

2016

 

Net revenues

 

$

38,357

 

 

$

170,340

 

Cost of sales

 

 

32,403

 

 

 

143,656

 

Research and development costs

 

 

694

 

 

 

2,667

 

Selling, general and administrative expenses

 

 

3,504

 

 

 

16,064

 

Interest expense

 

 

1,156

 

 

 

8,094

 

Other income

 

 

(40

)

 

 

(118

)

Income (loss) from discontinued operations before income taxes

 

 

560

 

 

 

(23

)

Loss on sale of discontinued operations including transactions

   expense of $128 and $551 in 2017 and 2016, respectively

 

 

(1,302

)

 

 

(14,418

)

Total loss on discontinued operations before

   income taxes

 

 

(742

)

 

 

(14,441

)

Income tax expense related to discontinued operations

 

 

(5

)

 

 

37

 

Net loss on discontinued operations

 

$

(737

)

 

$

(14,478

)

89


27.  Impairment of Lift Venture Investment

In December 2014, the Company entered into a joint venture agreement pursuant to which Lift Ventures LLC was formed. The joint venture was formed to manufacture and sell certain products and components, including the Company's Schaeff electric forklift business, which was operated by the Company's Liftking subsidiary and certain other Liftking products. One of the other partners in the joint venture contributed design services which were to be used to develop additional new products for the joint venture. 

As a result of the sale, in the third quarter of 2016, of the Company's Liftking subsidiary, Lift Ventures LLC will no longer have the right to sell Schaeff and Liftking products in the future.  Additionally,events that may occur as a result of, certain financial difficulties experienced byor that are associated with, the partner, who was to contribute design services, it will not be able to provide such services.  As a result of these events, the Company had determined that its investment in the Lift Ventures had become impaired and had recognized an impairment charge of $5,647 to write off its entire investment in Lift Ventures LLC.Restructuring.

 

9059


ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

UnderWith the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) and under the supervision of and with the participation of management and the Audit Committee of the Board of Directors, the Companyour management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2018.  The Company’s evaluation has identified certain material weaknesses in its internal control over financial reporting as noted below in Management’s Report on Internal Control Over Financial Reporting.2021. Based on thethat evaluation, of these material weaknesses, the Company hasour Chief Executive Officer and Chief Financial Officer concluded that the Company’sour disclosure controls and procedures, were not effective as of December 31, 2018 to ensure2021, were effective and provided reasonable assurance that the information required to be disclosed by the Company in the reports that it fileswe file or submitssubmit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on a number of factors, including the completion of the Audit Committee’s internal investigation, our internal reviewforms, and that identified revisionssuch information is accumulated and communicated to our previously issued financial statements, and effortsmanagement as appropriate to remediate the material weaknesses in internal control over financial reporting described below we believe the consolidated financial statements in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with GAAP.allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision of and with the participation of management, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness is a control deficiency, or combination of control deficiencies, suchBased on this evaluation, our management concluded that there is a reasonable possibility that a material misstatement to the annual or interim financial statements will not be prevented or detected on a timely basis.  Based upon that evaluation, management identified the following material weaknesses at December 31, 2017 in the Company’swe maintained effective internal controlcontrols over financial reporting principally related to the Company’s period-end financial reporting and consolidation processes and still exist at December 31, 2018:

1.

We did not maintain an adequate process for the intake of new contracts, customers and vendors, particularly for contracts involving unique transaction structures or unusual obligations on the part of the Company, to ensure that all contracts are appropriately reviewed and approved, and the associated financial reporting requirements associated with such contracts and transactions structures are properly identified and complied with in accordance with Generally Accepted Accounting Principles.

2.

We did not maintain adequate entity-level controls with respect to ensuring adequate supporting documentation for journal entries and review procedures with respect to journal entries and disbursements that were unusual in nature and of significant amounts.  

3.

We did not maintain an adequate review process with respect to the accounting of bill-and-hold transactions and ensuring proper revenue recognition.

4.

We did not maintain a formal and consistent policy for establishing inventory reserves for excess and obsolete inventory.

91


Based upon the above evaluation, management identified the following additional material weaknesses at December 31, 2018 in the Company’s internal control over financial reporting, principally related to the Company’s period-end financial reporting and consolidation processes:

1.

We did not maintain an effective control environment over information technology general controls, based on the criteria established in the COSO framework, to enable identification and mitigation of risks of material accounting errors.

2.

The Company historically has acquired a number of non-public companies. In the course of integrating these companies’ financial reporting methods and systems with those of the Company, the Company has not effectively designed and implemented effective internal control activities, based on the criteria established in the COSO framework, across the organization in connection with such acquisitions.  We have identified deficiencies in the principles associated with the control activities component of the COSO framework.  Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to (i) our ability to attract, develop, and retain sufficient personnel to perform control activities, (ii) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives, (iii) deploying control activities through consistent policies that establish what is expected and procedures that put policies into action, and (iv) holding individuals accountable for their internal control related responsibilities.

As a result of the material weaknesses in internal control over financial reporting described above, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2018 based on the criteria established in Internal Control—Integrated Framework issued by the COSO. Additionally, these material weaknesses could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.2021.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 20182021, has been audited by Grant Thornton LLP, our independent registered public accounting firm, as stated in their report which appears herein.

 

Management’s Remediation Activities

During 2018, management invested significant time and effort to remediate one of the material weaknesses identified in 2017. Specifically, the following remediation actions were taken and completed:

Hotline – In 2018 we updated our whistleblower hotline materials for our U.S. based companies, including instructions on the use of the line and a new policy specific to the issues of Retaliation. In addition, posters were to be posted in busy locations around the plants and offices.  It is the intent of the Company to roll out the hotline every other year.

Other than the changes disclosed above and the identification of two new material weaknesses, there were no changes in internal control over financial reporting (as defined by Rules 13a-15 and 15d-15) that occurred during the fourth quarter ended December 31, 2018, that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

Plan for Remediation of the Material WeaknessesChanges in Internal Control Over Financial Reporting

Management has been actively engaged in

For the planning for, and implementationquarter ending December 31, 2021, we have completed enhancements to the design effectiveness of remediation efforts to address the material weaknesses, as well as other identified areas of risk. These remediation efforts, outlined below, are intended both to address the identified material weaknesses and to enhance the Company’s overallcertain internal controls over financial control environment. Management’s planned actions to further address these issues in fiscal year 2019 include:

Review of existing policies and procedures against a standard list of criteria to ensure that new business relationships and atypical transaction structures are properly vetted (including for any related party transaction issues), and related accounting and other requirements are clearly identified and complied with in accordance with Generally Accepted Accounting Principles,reporting, including with respect to all new customers and business relationships beginning with the first quarter of 2019;

Establish controls to prevent anyone in a senior management position from being able to post manual journal entries, and require all manual journal entries to be reviewed and approved by an appropriate individual other than the preparer;

Closely review all bill-and-hold transactions to ensure that the appropriate documentation is maintained in order to properly recognize revenue, and implement controls to ensure that goods are shipped prior to invoicing, unless it is being recognized on a valid bill-and-hold basis;

Implement a formal and consistent policy for establishing inventory reserves for excess and obsolete inventory and situations where net realizable value is less than inventory cost;

92


Hire an information technology director to evaluate and improve theenhancements over information technology controls at our U.S. operations so as to enable us to identify and mitigate risksimplemented in the fourth quarter of material accounting errors;

Other control improvements will include employee retraining with respect2021 in response to the Company’s Code of Ethics; and

Executive oversight will be improved through additional reporting requirements and meetings.

The audit committee has directed management to develop a detailed plan and timetable for the implementation of the foregoing remedial measures (to the extent not already completed) and will monitor their implementation. In addition, under the direction of the audit committee, management will continue to review and make necessarypreviously reported material weakness. There were no other changes to the overall design of the Company’s internal control environment, as well as policies and procedures to improve the overall effectiveness ofin our internal control over financial reporting.

Management believesreporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the measures described above and othersExchange Act during the year ended December 31, 2021, that will be implemented will remediate the control deficiencies the Company has identified and strengthen itsmaterially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management is committedThese actions, being implemented through the fourth quarter of 2021, allow us to continuous improvement ofconclude that the Company’s internal control processes and will continue to diligently review the Company’s financial reporting controls and procedures. As management continues to evaluate and work to improve internal control over financial reporting, the Company may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

material weakness has been fully remediated.

 

ITEM 9B.

OTHER INFORMATION

None.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

9360


PART III

Certain information required by Part III is omitted from this Form 10-K as the Company intends to file with the SEC its definitive Proxy Statement for its 20192022 Annual Meeting of Shareholders (the “2019“2022 Proxy Statement”) pursuant to Regulation 14A of the Exchange Act, not later than 120 days after December 31, 2018.2021.

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information under the headings “Nominees to Serve Until the 20202023 Annual Meeting,” “Executive Officers of the Company who are not also Directors,” “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance,Reports,” “Committee on Directors and Board Governance,” and “Audit Committee” in our 20192022 Proxy Statement is incorporated herein by reference.

 

Our directors, executive officers and stockholders with ownership of 10% or greater are required, under Section 16(a) of the Exchange Act, to file reports of their ownership and changes to their ownership of our securities with the SEC. Based solely on our review of the reports and any written representations we received that no other reports were required, we believe that, during the year ended December 31, 2018,2021, all of our officers, directors and stockholders with ownership of 10% or greater complied with all Section 16(a) filing requirements applicable to them, except Steve Kiefer, an executive officer, filed a Form 4 on January 9, 2019 reporting a transaction that had occurred on May 31, 2018.them.

Code of Ethics

The Company has adopted a code of ethics applicable to our principal executive officer and principal financial and accounting officer, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002, the rules of the SEC promulgated thereunder, and the NASDAQ rules. The code of ethics also applies to all employees of the Company as well as the Board of Directors. In the event that any changes are made or any waivers from the provisions of the code of ethics are made, these events would be disclosed on the Company’s website or in a report on Form 8-K within four business days of such event. The code of ethics is posted on our website at www.manitexinternational.com. Copies of the code of ethics will be provided free of charge upon written request directed to Investor Relations, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455.

 

 

ITEM 11.

EXECUTIVE COMPENSATION

The information under the headings “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report on Executive Compensation” “COMPENSATION DISCUSSION AND ANALYSIS,“Compensation Discussion and Analysis,“EXECUTIVE COMPENSATION,“Executive Compensation,” and “DIRECTOR COMPENSATION”“Director Compensation” in our 20192022 Proxy Statement is incorporated herein by reference.

 

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information under the headings “Equity Compensation Plan Information” and “PRINCIPAL STOCKHOLDERS”“Principal Stockholders” in our 20192022 Proxy Statement is incorporated herein by reference.

 

 

ITEM 13.

The information under the headings “Transactions with Related Persons,” “Corporate Governance,” “Compensation Committee,” and “Audit Committee” in our 20192022 Proxy Statement is incorporated herein by reference.

 

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the heading “Audit Committee” in our 20192022 Proxy Statement is incorporated herein by reference.

 

 

9461


PART IV

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this Report:

 

(1)

Financial Statements

See Index to Financial Statements on page 39.23.

 

(2)

Supplemental Schedules

None.

All schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedules, or because the required information is included in the consolidated financial statements or notes thereto.

(b)

Exhibits

See the Exhibit Index following the signature page.

(c)

Financial Statement Schedules

All information for which provision is made in the applicable accounting regulations of the SEC is either included in the financial statements, is not required under the related instructions or is inapplicable, and therefore has been omitted.62


 

95


Exhibit Index

 

Exhibit No.

 

 

Description

 

 

 

 

  1.1

Controlled Equity OfferingSM Sales Agreement, dated January 23, 2017, by and between Manitex International, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on January 23, 2017).

  2.1

English Summary of Form of Agreement for Sale of Company Division dated June 27, 2011 between C.V.S. Costruzione Veicoli Speciali S.p.A. and CVS Ferrari srl (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed on August 8, 2011) (File No. 001-32401)).

  2.2

Stock Purchase Agreement, dated October 29, 2014, between Manitex International, Inc. and Terex Corporation (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on November 3, 2014).

  2.3

Amendment No. 1, dated December 19, 2014 to Stock Purchase Agreement, dated October 29, 2014, between Manitex International, Inc. and Terex Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 23, 2014).

  2.4

Purchase Agreement, dated as of December 28, 2015, by and between Manitex International, Inc. and Utility One Source Forestry Equipment LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 4, 2016).

  2.5

Share Purchase Agreement, dated as of September 30, 2016, by and among Manitex International, Inc., Liftking, Inc., Mi-Jack Products, Inc. and Liftking Acquisition ULC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on October 3, 2016).

  2.6

Sale and Purchase Agreement by and among Manitex International, Inc., BP S.r.l. and NEIP III S.p.A. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 28, 2016).

3.1

 

  

Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on November 13, 2008) (File No. 001-32401).

 

 

 

 

  3.2

 

  

Amended and Restated Bylaws of Veri-Tek International, Corp. (now known as Manitex International, Inc.), as amended (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on March 27, 2008) (File No. 001-32401).

 

 

 

 

  4.1

 

  

Specimen Common Stock Certificate of Manitex International, Inc. (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on March 25, 2009) (File No. 001-32401).

 

 

 

 

  4.2

 

  

Rights Agreement, dated as of October 17, 2008, between Manitex International, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 21, 2008) (File No. 001-32401).

 

 

 

 

  4.3

 

 

Amendment No. 1, dated as of May 24, 2018, to Rights Agreement, dated October 17, 2008, by and between Manitex International, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 31, 2018).

 

 

 

 

  4.4

 

 

Amendment No. 2, dated as of October 2, 2018, to Rights Agreement, dated October 17, 2008, by and between Manitex International, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 3, 2018).

 

 

 

 

  4.5

 

 

Subordinated Convertible Promissory Note, dated asDescription of December 19, 2014, between Manitex International, Inc. and Terex CorporationRegistrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.14.6 to the CurrentAnnual Report on Form 8-K10-K filed on December 23, 2014)March 10, 2020) (File No. 001-32401).

 

 

 

 

10.1

*

  

Employment Agreement, dated December 12, 2012, between Manitex International, Inc. and David J. Langevin (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-k filed on December 17, 2012) (File No. 001-32401).

 

 

 

 

10.2

*

  

Second AmendedLease dated April 17, 2006 between Krislee-Texas, LLC and Restated Manitex, International, Inc. 2004 Equity Incentive Plan for facility located in Georgetown, Texas (incorporated by reference to Exhibit 10.410.21 to the Annual Report on Form 10-K filed on March 30, 2010)April 13, 2007) (File No. 001-32401).

96


Exhibit No.

Description

 

 

 

 

10.3

*

  

Form of Restricted Stock Unit Award Lease Agreement, dated May 26, 2010, between Manitex International, Inc. and KB Building, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 16, 2007)May 28, 2010) (File No. 001-32401).

 

 

 

 

10.4

 

  

Lease Amendment, dated April 17, 2006June 6, 2014 between Krislee-Texas,Manitex International, Inc. and KB Building, LLC and Manitex, Inc. for facility located in Georgetown, Texas (incorporated by reference to Exhibit 10.2110.2 to the AnnualCurrent Report on Form 10-K8-K filed on April 13, 2007) (File No. 001-32401)June 6, 2014).

 

 

 

 

10.5

 

 

Lease Agreement, dated July 10, 2009, by and between Badger Equipment Company and Avis Industrial Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on July 16, 2009) (File No. 001-32401).

10.6

Lease Agreement, dated May 26, 2010, between Manitex International, Inc. and KB Building, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 28, 2010) (File No. 001-32401).

10.7

Lease Amendment, dated June 6, 2014 between Manitex International, Inc. and KB Building, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 6, 2014).

10.8

Lease Amendment, dated October 3, 2018, between Manitex International, Inc. and KB Building, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on From 8-K filed on October 3, 2018).

10.9

Lease dated June 8, 2010, between Aldrovandi Equipment Limited and Manitex Liftking, ULC for facility located in Woodbridge, Ontario (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 13, 2010) (File No. 001-32401).

10.10

First Amendment to Commercial lease with Sabre Realty, LLC dated August 19, 2013 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed (with respect to Items 1.01, 2.01, 2.03, 3.02, and 9.01) August 20, 2013) (File No. 001-32401).

10.11

Commercial lease with Sabre Realty, LLC dated January 1, 2009 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed (with respect to Items 1.01, 2.01, 2.03, 3.02, and 9.01) August 20, 2013) (File No. 001-32401).

10.12

Commercial lease with Brave New World Realty, LLC dated August 29, 2011 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed (with respect to Items 1.01, 2.01, 2.03, 3.02, and 9.01) August 20, 2013) (File No. 001-32401).

10.13

First Amendment to Commercial lease with Brave New World Realty, LLC dated August 19, 2013 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed (with respect to Items 1.01, 2.01, 2.03, 3.02, and 9.01) August 20, 2013) (File No. 001-32401).

10.14

Amendment No. 1 to Amended and Restated Letter Agreement dated December 23, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 5, 2013) (File No. 001-32401).

10.15

Amended and Restated Specialized Equipment Facility Master Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 5, 2013) (File No. 001-32401).

10.16

Reaffirmation of Manitex International, Inc. Guaranty (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed February 5, 2013) (File No. 001-32401).

10.17

Reaffirmation of Manitex, LLC Guaranty (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed February 5, 2013) (File No. 001-32401).

10.18

Guarantor Waiver executed by Manitex International, Inc. and Manitex, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed February 5, 2013) (File No. 001-32401).

10.19

Acknowledgement of Manitex International, Inc. and Manitex, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed February 5, 2013) (File No. 001-32401).

10.20

Amendment dated April 3, 2013 to Master Revolving Note dated June 29, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2013) (File No. 001-32401).

97


Exhibit No.

Description

10.21

First Amendment to the Second Amended and Restated Manitex International, Inc. 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q August 7, 2013) (File No. 001-32401).

10.22

Second Amendment to Manitex International, Inc.’s Second Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 3, 2016).

10.23

Loan and Security Agreement, dated as of July 20, 2016, by and among The PrivateBank and Trust Company, as administrative agent and sole lead arranger, Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., Lifking,Liftking, Inc. and Manitex, LLC (as the US Borrowers) and Manitex Liftking, ULC (as the Canadian Borrower) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 25, 2016).

 

 

 

 

10.2410.6

 

 

First Amendment to Loan and Security Agreement, dated as of August 4, 2016, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., Liftking, Inc., Manitex, LLC and Manitex Liftking, ULC, The Private Bank and Trust Company and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed November 9, 2016).

 

 

 

 

10.2510.7

 

 

Consent and Second Amendment to Loan and Security Agreement, dated as of September 30, 2016, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., Liftking, Inc. and Manitex, LLC, The Private Bank and Trust Company and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 3, 2016).

 

 

 

 

10.2610.8

 

 

Third Amendment to Loan and Security Agreement, dated as of November 8, 2016, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., and Manitex, LLC, The Private Bank and Trust Company and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Current Report on Form 10-Q filed November 9, 2016).

63


Exhibit No.

Description

 

 

 

 

10.2710.9

 

 

Fourth Amendment to Loan and Security Agreement, dated as of February 10, 2017, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., and Manitex, LLC, The Private Bank and Trust Company and the lenders party thereto (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K filed on March 10, 2017).

 

 

 

 

10.2810.10

 

 

Fifth Amendment to Loan and Security Agreement, dated as of April 26, 2017, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc. and Manitex LLC, The Private Bank and Trust Company (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 4, 2017.

 

 

 

 

10.2910.11

 

 

Sixth Amendment to Loan and Security Agreement, dated as of March  9, 2018, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., and Manitex, LLC, CIBC Bank USA (f/k/a The PrivateBank and Trust Company) and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 14, 2018).

 

 

 

 

10.3010.12

 

 

Seventh Amendment to Loan and Security Agreement, dated as of July 23, 2018, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., and Manitex, LLC, CIBC Bank USA (f/k/a The PrivateBank and Trust Company) and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 26, 2018)

 

 

 

 

10.3110.13

 

  

Second AmendedEighth Amendment to Loan and Restated LetterSecurity Agreement, betweendated as of September 30, 2019, by and among Manitex Liftking, ULCInternational, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and ComericaMachinery, Inc., Crane and Machinery Leasing, Inc., Manitex, LLC, and CIBC Bank dated November 13, 2013 (incorporatedUSA (f/k/a The PrivateBank and Trust Company) and the lenders party thereto. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 14, 2013) (File No. 001-32401).October 2, 2019)

 

 

 

 

10.3210.14

 

  

Second AmendedNinth Amendment to Loan and Restated SpecializedSecurity Agreement, dated as of December 22, 2020, by and among Manitex International, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Export Facility Master Revolving Note betweenCompany, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., Manitex, Liftking, ULCLLC, and ComericaCIBC Bank dated November 13, 2013 (incorporated by reference to Exhibit 10.2 toUSA (f/k/a The PrivateBank and Trust Company) and the Current Report on Form 8-K filed on November 14, 2013) (File No. 001-32401).

10.33

Amendment No. 1 to the Second Amended and Restated Specialized Equipment Export Facility Master Revolving Note dated November 13, 2013 lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 7, 2015)December 23, 2020).

98


Exhibit No.

Description

10.34

Amendment No. 2 to the Amended and Restated Specialized Equipment Export Facility Master Revolving Note dated November 13, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2015).

 

 

 

 

10.3510.15

 

 

Advance FormulaTenth Amendment to Loan and Security Agreement, dated as of December 23, 2011, madeMarch 16, 2021, by and among Manitex Liftking, ULC in favor of ComericaInternational, Inc., Manitex Inc., Manitex Sabre, Inc., Badger Equipment Company, Crane and Machinery, Inc., Crane and Machinery Leasing, Inc., Manitex, LLC, and CIBC Bank USA (f/k/a The PrivateBank and Trust Company) and the lenders party thereto (incorporated by reference to Exhibit 10.810.2 to the CurrentQuarterly Report on Form 8-K10-Q filed on December 30, 2011) (File No. 001-32401)May 6, 2021).

 

 

 

 

10.3610.16

 

  

Amendment No. 1, dated August 10, 2012, to Advance Formula Agreement dated as of December 23, 2011, made by Manitex Liftking, ULC in favor of Comerica Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 13, 2012) (File No. 001-32401).

10.37

Master Revolving Note in the principal amount of $500,000 dated May 5, 2010, between Manitex International, Inc. and Comerica Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August May 11, 2010) (File No. 001-32401).

10.38

Amendment No. 1, dated August 10, 2012, to Master Revolving Note in the principal amount of $500,000 dated May 5, 2010, between Manitex International, Inc. and Comerica Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 13, 2012) (File No. 001-32401).

10.39

Letter agreement dated May 5, 2010, between Manitex International, Inc. and Comerica Bank (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 11, 2010) (File No. 001-32401).

10.40

Amendment effective as of June 29, 2011 to the Letter Agreement dated May 5, 2010 between Manitex International, Inc. and Comerica Bank (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.41

Comerica Bank Foreign Currency Exchange Master Agreement, dated September 7, 2007, between Veri-Tek International, Corp. (now known as Manitex International, Inc.) and Comerica Bank (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 14, 2007) (File No. 001-32401).

10.42

Specialized Equipment Export Facility Master Revolving Note for $2.0 million dated December 23, 2011, between Manitex Liftking, ULC and Comerica Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.43

Manitex International, Inc. Guarantee dated as of December 23, 2011 in favor of Comerica Bank related to indebtedness of Manitex Liftking, ULC Specialized Equipment Export Facility (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.44

Manitex, LLC Guarantee dated as of December 23, 2011, in favor of Comerica Bank related to indebtedness of Manitex Liftking, ULC Specialized Equipment Export Facility (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.45

Manitex International, Inc. Waiver issued to Export Development Canada dated December 9, 2011 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.46

Manitex, LLC Waiver issued to Export Development Canada dated December 9, 2011 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.47

Amended and Restated Master Revolving Note (Multi-Currency) for $6.5 million dated December 23, 2011, between Manitex Liftking, ULC and Comerica Bank (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.48

Amended and Restated Guaranty dated December 23, 2011 from Manitex International, Inc. to Comerica Bank related to Manitex Liftking, ULC Amended and Restated Master Revolving Note (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.49

Amended and Restated Security Agreement dated as of December 23, 1011 from Manitex International, Inc. to Comerica Bank related to Manitex Liftking, ULC Amended and Restated Master Revolving Note (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

99


Exhibit No.

Description

10.50

Amended and Restated Guaranty dated December 23, 2011 from Manitex, LLC to Comerica Bank related to Manitex Liftking, ULC Amended and Restated Master Revolving Note (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.51

Security Agreement dated as of December 23, 2011 from Manitex, LLC to Comerica Bank related to Manitex Liftking, ULC Amended and Restated Master Revolving Note (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on December 30, 2011) (File No. 001-32401).

10.52

Floorplan and Security Agreement between Manitex International, Inc. and HCA Equipment Finance LLC, dated December 15, 2008, together with the form of Extension of Credit, which is attached as Exhibit A thereto, and the Addendum to Floorplan and Security Agreement, dated January 20, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2009) (File No. 001-32401).

10.53

Restructuring Agreement, dated October 6, 2008, by and among Terex Corporation, Crane & Machinery, Inc., and Manitex International, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 10, 2008) (File No. 001-32401).

10.54

Term Note in principal amount of $2,000,000, dated October 6, 2008, payable by Manitex International, Inc. to Terex Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 10, 2008) (File No. 001-32401).

10.55

Security Agreement, dated October 6, 2008, by and between Crane & Machinery, Inc. and Terex Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on October 10, 2008) (File No. 001-32401).

10.56

Master Revolving Note in the principal amount of $22.5 million dated June 29, 2011 by and between, and between Manitex, Inc. and Comerica Bank (incorporated by reference to Exhibit 10-2 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.57

Master Revolving Note in the principal amount of $1.0 million dated June 29, 2011 by and between, and between Manitex International, Inc. and Comerica Bank (incorporated by reference to Exhibit 10-6 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.58

Guaranty of Manitex International, Inc. dated June 29, 2011 that guarantees Manitex, Inc. indebtedness to Comerica Bank (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.59

Guaranty of Manitex International, Inc. dated June 29, 2011 that guarantees Manitex Liftking, ULC indebtedness to Comerica Bank (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.60

Guaranty of Badger Equipment Company and Manitex Load King, Inc. dated June 29, 2011 that guarantees Manitex, Inc. and Manitex International, Inc. indebtedness to Comerica Bank (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.61

Security Agreement dated June 29, 2011 by and between, and between Badger Equipment Company and Comerica Bank (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.62

Security Agreement dated June 29, 2011 by and between, and between Manitex Load King, Inc. and Comerica Bank (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.63

Guaranty of Manitex, Inc. dated June 29, 2011 that guarantees Manitex International, Inc. indebtedness to Comerica Bank (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on July 1, 2011) (File No. 001-32401).

10.64

Loan Agreement dated November 2, 2011, between the South Dakota Board of Economic Development and Manitex Load King, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 8, 2011) (File No. 001-32401).

100


Exhibit No.

Description

10.65

Promissory Note in the principal amount of $857,500 dated November 2, 2011, between Manitex Load King, Inc. and the South Dakota Board of Economic Development (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 8, 2011) (File No. 001-32401).

10.66

Mortgage—One Hundred Eighty Day Redemption dated November 2, 2011, between Manitex Load King, Inc. and the South Dakota Board of Economic Development (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 8, 2011) (File No. 001-32401).

10.67

Guaranty Agreement dated November 2, 2011, between the State of South Dakota Board of Economic Development and Manitex International, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 8, 2011) (File No. 001-32401).

10.68

*

Employment Agreement dated November 2, 2011, between the State of South Dakota Board of Economic Development and Manitex Load King, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on November 8, 2011) (File No. 001-32401).

10.69

Promissory Note in the principal amount of $857,500 dated November 2, 2011, between Manitex Load King, Inc. and Home Federal Bank (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on November 8, 2011 (File No. 001-32401)).

10.70

Mortgage One Hundred Eighty Day Redemption dated November 2, 2011, between Manitex Load King, Inc. and Home Federal Bank (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on November 8, 2011 (File No. 001-32401)).

10.71

Guaranty dated November 2, 2011, between Manitex International, Inc., Manitex Load King, Inc. and Home Federal Bank (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on November 8, 2011 (File No. 001-32401)).

10.72

Promissory Note in the principal amount of $400,000 dated November 2, 2011, between Manitex Load King, Inc. and Home Federal Bank (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on November 8, 2011 (File No. 001-32401)).

10.73

Security Agreement dated November 2, 2011, between Home Federal Bank and Manitex Load King, Inc. (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on November 8, 2011 (File No. 001-32401)).

10.74

English Summary of Form of Agreement for the Provision of Goods dated June 29, 2011 between CVS Ferrari Srl and Cabletronic srl. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on August 8, 2011 (File No. 001-32401)).

10.75

English Summary of Form of Letter Agreement dated February 11, 2011 between C.V.S. Costruzione Veicoli Speciali S.p.A. and CVS Ferrari srl (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed on August 8, 2011 (File No. 001-32401)).

10.76

Investment Agreement, dated July 21, 2014, between Manitex International, Inc., IPEF III Holdings n° 11 S.A and Columna Holdings Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 25, 2014).

 

 

 

 

10.7710.17

 

  

Debt Assignment Agreements, dated July 21, 2014, between Manitex International, Inc. and Banca Popolare del’Emilia Romagna S.C. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 25, 2014).

 

 

 

 

10.7810.18

 

  

Debt Assignment Agreements, dated July 21, 2014, between Manitex International, Inc. and Unicredit S.P.A. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 25, 2014).

 

 

 

 

10.7910.19

*

 

Option Agreement, dated July 21, 2014, by and between Manitex International, Inc. and Banca Popolare del’Emilia Romagna S.C. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on July 25, 2014).

 

 

 

 

10.8010.20

*

 

Commitment Letter dated July 21, 2014 the Company and PM Group (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on July 25, 2014).

 

 

 

 

10.8110.21

*

 

Common Stock and Convertible Debenture Purchase Agreement, dated October 29, 2014, between Manitex International, Inc. and Terex Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 3, 2014)June 13, 2019).

10.22

First Amendment to the Manitex International, Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 4, 2020).

10164


Exhibit No.

 

 

Description

10.23

*

Employment Agreement, effective as of September 1, 2019, between Manitex International, Inc. and Steve Filipov (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 22, 2019).

 

 

 

 

10.8210.24

*

 

CreditAmendment to Employment Agreement, datedeffective as of December 19, 2014 among ASV, the Loan Parties party theretoSeptember 1, 2019, between Manitex International, Inc. and Garrison Loan Agency Services LLC, as Administrative Agent David J. Langevin (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 23, 2014)August 22, 2019).

 

 

 

 

10.8310.25

*

 

First Amendment, dated March 15, 2016, to CreditEmployment Agreement, datedeffective as of December 19, 2014 among ASV, the Loan Parties party theretoOctober 20, 2020, between Manitex International, Inc. and Garrison Loan Agency Services LLC, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 27, 2017).

10.84

Revolving Credit, Term Loan and Security Agreement dated as of December 23, 2016 among A.S.V., LLC, the Loan Parties thereto, the Lenders and PNC Bank, National Association, as agent for Lenders Joseph Doolan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 29, 2016)October 5, 2020).

10.85

Credit Agreement, dated as of December 19, 2014 among ASV, the Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 23, 2014).

10.86

Note Purchase Agreement, dated as of January 7, 2015, by and among Manitex International, Inc., MI Convert Holdings LLC and Invemed Associates LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 12, 2015).

10.87

English translation of Debt Restructuring Agreement, dated March 6, 2018, by and among PM Group S.p.A. and Oil & Steel S.p.A., Loan Agency Services S.r.l. and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 12, 2018).

 

 

 

 

21.1

(1)

 

Subsidiaries of the Company.

23.1 

(1)

Consent of UHY LLPManitex International, Inc.

 

 

 

 

23.2

(1)

 

Consent of Grant Thornton LLP

 

 

 

 

24.1 

(1)

  

Power of Attorney (included on signature page).

 

 

 

 

31.1 

(1)

  

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

 

 

 

31.2 

(1)(2)

  

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 

 

 

 

32.1

(1)

  

Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350.

 

 

 

 

101

(1)

  

The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2018, 20172021 and 2016,2020, (ii) Consolidated Balance Sheets as of December 31, 20182021 and 2017,2020, (iii) Consolidated Statements of Shareholders’ Equity and Comprehensive Loss, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

104

(1)

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*

Denotes a management contract or compensatory plan or arrangement.

(1)

Filed herewith.

(2)

Furnished herewith.

(c)

Financial Statement Schedules

ITEM 16.

FORM 10-K SUMMARY

 

102None.

65


SIGNATURES

SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

 

 

Balance

Beginning

of Year

 

 

Charges

to

Earnings

 

 

Other

 

 

Deductions

(2)

 

 

Balance

End of

Year

 

 

Year ended December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

2,580

 

 

$

156

 

 

$

(208

)

 

$

(96

)

 

$

2,432

 

 

Reserve for inventory

 

 

8,451

 

 

 

3,813

 

(5)

 

(174

)

 

 

(2,196

)

 

 

9,894

 

 

Valuation allowance for deferred tax assets

 

 

9,694

 

 

 

2,529

 

 

 

(167

)

 

 

(380

)

 

 

11,676

 

 

Totals

 

$

20,725

 

 

$

6,498

 

 

$

(549

)

 

$

(2,672

)

 

$

24,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

2,842

 

(4)

$

236

 

 

$

256

 

(1)

$

(754

)

 

$

2,580

 

(4)

Reserve for inventory

 

 

9,196

 

(4)

 

1,112

 

 

 

223

 

(1)

 

(2,080

)

 

 

8,451

 

(4)

Valuation allowance for deferred tax assets

 

 

10,282

 

 

 

1,182

 

 

 

(1,339

)

(3)

 

(431

)

 

 

9,694

 

 

Totals

 

$

22,320

 

 

$

2,530

 

 

$

(860

)

 

$

(3,265

)

 

$

20,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Primarily represents the impact of foreign currency exchange, business divestitures and other amounts recorded to accumulated other comprehensive income (loss).

(2)

Primarily represents the utilization of established reserves, net of recoveries.

(3)

During the fourth quarter of 2020, the Company made a downward adjustment to its U.S. net operating loss carryforward disclosed in the deferred tax assets and liabilities table in the comparable reporting period by approximately $1.3 million with an offsetting adjustment to the valuation allowance.                                                                                                      

(4)

The Company previously presented only the change in the account balances for reserve for inventory and allowance for doubtful accounts. During 2020, the Company changed to reporting the ending account balances. The adjustment to 2020 reserve for inventory and allowance for doubtful accounts are for disclosures only, no financial statements were impacted.

(5)

Includes approximately $3.2 million of inventory write-downs related to Badger restructuring plan.

66


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 15, 20199, 2022

 

MANITEX INTERNATIONAL, INC.

 

 

By:

 

/s/ LAURA R. YUJOSEPH. DOOLAN

 

 

Laura R. YuJoseph Doolan,

 

 

Chief Financial Officer

 

 

(On behalf of the Registrant and as

Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint David J. Langevin his or her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ DAVID J. LANGEVIN

  

March 15, 20199, 2022

David J. Langevin,

Executive Chairman and Chief Executive Officer

(Principal Executive Officer)Director

 

 

 

 

/s/ LAURA R. YUSTEVE FILIPOV

Steve Filipov,

Chief Executive Officer and Director

(Principal Executive Officer)

 

March 15, 20199, 2022

Laura R. Yu

/s/ JOSEPH DOOLAN

March 9, 2022

Joseph Doolan,

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

/s/ RONALD M. CLARK

  

March 15, 20199, 2022

Ronald M. Clark,

Director

 

 

 

 

/s/ ROBERT S. GIGLIOTTI

  

March 15, 20199, 2022

Robert S. Gigliotti,

Director

 

 

 

 

/s/ FREDERICK B. KNOX

  

March 15, 20199, 2022

Frederick B. Knox,

Director

 

 

 

 

/s/ MARVIN B. ROSENBERG

  

March 15, 20199, 2022

Marvin B. Rosenberg,

Director

 

 

 

 

/s/ INGO SCHILLER

 

March 15, 2019

Ingo Schiller,

Director

March 9, 2022

 

 

 

 

 

/s/ STEPHEN J. TOBER

 

March 15, 20199, 2022

Stephen J. Tober,

Director

 

 

 

10367