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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, no par, outstanding at ~~November 5, 2021~~August 2, 2022 was ~~19,935,341.~~20,089,649.

This Quarterly Report on Form 10-Q filed by Manitex International, Inc. speaks as of ~~September~~June 30, ~~2021~~2022 unless specifically noted otherwise. Unless otherwise indicated, Manitex International, Inc., together with its consolidated subsidiaries, is hereinafter referred to as “Manitex, ~~Inc”~~” the “Registrant,” “us,” “we,” “our” or the “Company.”

Certain information in this Quarterly Report includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995). These statements relate to, among other things, the Company’s expectations, beliefs, intentions, future strategies, future events or future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, when included in this Quarterly Report or in documents incorporated herein by reference the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, without limitation, those described below and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, in the section entitled “Item 1A. Risk Factors”:

The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021 and in this Quarterly Report on Form 10-Q 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. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. We do not undertake, and expressly disclaim, any obligation to update this forward-looking information, except as required under applicable law.

	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	17,336		$	17,161		$	16,588		$	21,359
Cash – restricted		228			240			207			222
Trade receivables (net)		31,831			30,418			44,895			30,515
Other receivables		192			179			2,599			2,039
Inventory (net)		64,452			56,055			76,295			64,965
Prepaid expense and other current assets		2,976			2,218			2,611			2,436
Assets held for sale								75			—
Total current assets		117,015			106,271			143,270			121,536
Total fixed assets, net of accumulated depreciation of $18,499 and $17,444 at September 30, 2021 and December 31, 2020, respectively		17,026			18,723
Total fixed assets, net of accumulated depreciation of $18,289 and $18,662 at June 30, 2022 and December 31, 2021, respectively								49,433			16,460
Operating lease assets		3,484			4,068			5,756			3,563
Intangible assets (net)		13,407			15,671			15,678			11,946
Goodwill		26,476			27,472			36,805			24,949
Other long-term assets		1,143			1,143			1,143			1,143
Deferred tax assets		247			247			258			178
Total assets	$	178,798		$	173,595		$	252,343		$	179,775
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	41,666		$	32,429		$	59,140		$	44,136
Accrued expenses		8,720			7,909			12,913			10,539
Related party payables, net		124			52
Related party payables (net)								109			203
Notes payable		14,383			16,510			20,373			18,401
Current portion of finance lease obligations		380			344			470			399
Current portion of operating lease obligations		998			1,167			1,653			1,064
Customer deposits		3,101			2,363			3,954			7,121
Deferred income liability		—			3,747
Total current liabilities		69,372			64,521			98,612			81,863
Long-term liabilities
Revolving term credit facilities, net		12,704			12,606
Notes payable, net		12,684			13,625
Revolving term credit facilities (net)								46,645			12,717
Notes payable (net)								24,317			10,089
Finance lease obligations (net of current portion)		3,931			4,221			3,656			3,822
Non-current operating lease obligations		2,486			2,901
Non-current operating lease obligations (net of current portion)								4,103			2,499
Deferred gain on sale of property		527			587			467			507
Deferred tax liability		1,497			1,333			2,496			1,074
Other long-term liabilities		4,190			4,892			3,798			4,389
Total long-term liabilities		38,019			40,165			85,482			35,097
Total liabilities		107,391			104,686			184,094			116,960
Commitments and contingencies
Equity
Preferred Stock—Authorized 150,000 shares, 0 shares issued or outstanding at September 30, 2021 and December 31, 2020		—			—
Common Stock—no par value 25,000,000 shares authorized, 19,933,130 and 19,821,090 shares issued and outstanding at September 30, 2021, and December 31, 2020, respectively		132,171			131,455
Preferred Stock—Authorized 150,000 shares, 0 shares issued or outstanding at June 30, 2022 and December 31, 2021								—			—
Common Stock—no par value 25,000,000 shares authorized, 20,078,254 and 19,940,487 shares issued and outstanding at June 30, 2022, and December 31, 2021, respectively								133,129			132,206
Paid in capital		3,057			3,025			3,073			3,264
Retained deficit		(60,371	)		(63,863	)		(70,463	)		(68,436	)
Accumulated other comprehensive loss		(3,450	)		(1,708	)		(6,608	)		(4,219	)
Equity attributable to shareholders of Manitex International, Inc.								59,131			62,815
Equity attributed to noncontrolling interest								9,118			—
Total equity		71,407			68,909			68,249			62,815
Total liabilities and equity	$	178,798		$	173,595		$	252,343		$	179,775

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Net revenues	$	50,935		$	36,466		$	158,148		$	122,314		$	69,577		$	60,045		$	129,997		$	107,213
Cost of sales		42,899			29,807			129,867			99,877			57,210			48,605			107,505			86,968
Gross profit		8,036			6,659			28,281			22,437			12,367			11,440			22,492			20,245
Operating expenses
Research and development costs		772			788			2,357			2,246			720			800			1,436			1,585
Selling, general and administrative expenses		7,419			6,462			23,232			21,226			11,431			8,069			19,877			15,813
Impairment of intangibles		—			—			—			6,722
Transaction costs														1,886			—			2,199			—
Total operating expenses		8,191			7,250			25,589			30,194			14,037			8,869			23,512			17,398
Operating income (loss)		(155	)		(591	)		2,692			(7,757	)		(1,670	)		2,571			(1,020	)		2,847
Other income (expense)
Interest expense		(490	)		(825	)		(1,573	)		(2,833	)		(1,068	)		(558	)		(1,573	)		(1,083	)
Interest income		1			6			7			80			1			2			3			6
Gain on Paycheck Protection Program loan forgiveness		—			—			3,747			—			—			3,747			—			3,747
Gain on extinguishment of debt		—			595			—			595
Foreign currency transaction loss		(121	)		(229	)		(421	)		(671	)		142			(85	)		93			(300	)
Other expense		(102	)		(341	)		(117	)		(497	)
Other income (expense)														724			5			988			(15	)
Total other income (expense)		(712	)		(794	)		1,643			(3,326	)		(201	)		3,111			(489	)		2,355
Income (loss) before income taxes from continuing operations		(867	)		(1,385	)		4,335			(11,083	)
Income tax expense (benefit) from continuing operations		234			62			843			(191	)
Net income (loss) from continuing operations		(1,101	)		(1,447	)		3,492			(10,892	)
Discontinued operations
Loss from operations of discontinued operations		—			(120	)		—			(831	)
Income tax expense		—			4			—			1
Loss from discontinued operations		—			(124	)		—			(832	)
Income (loss) before income taxes														(1,871	)		5,682			(1,509	)		5,202
Income tax expense (benefit)														232			317			364			609
Net income (loss)		(1,101	)		(1,571	)		3,492			(11,724	)		(2,103	)		5,365			(1,873	)		4,593
Net income attributable to noncontrolling interest														154			—			154			—
Net income (loss) attributable to shareholders of Manitex International, Inc.													$	(2,257	)	$	5,365		$	(2,027	)	$	4,593
Income (loss) per share
Basic													$	(0.10	)	$	0.27		$	(0.09	)	$	0.23
Income (loss) from continuing operations	$	(0.06	)	$	(0.07	)	$	0.18		$	(0.55	)
Loss from discontinued operations		—		$	(0.01	)		—		$	(0.04	)
Net income (loss)	$	(0.06	)	$	(0.08	)	$	0.18		$	(0.59	)
Diluted													$	(0.10	)	$	0.27		$	(0.09	)	$	0.23
Income (loss) from continuing operations	$	(0.06	)	$	(0.07	)	$	0.17		$	(0.55	)
Loss from discontinued operations		—		$	(0.01	)		—		$	(0.04	)
Net income (loss)	$	(0.06	)	$	(0.08	)	$	0.17		$	(0.59	)
Weighted average common shares outstanding
Basic		19,917,276			19,778,225			19,888,319			19,758,241			20,058,966			19,902,617			20,012,735			19,873,840
Diluted		19,917,276			19,778,225			19,970,681			19,758,241			20,058,966			19,988,827			20,012,735			19,947,565

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021		2022			2021
Net income (loss)	$	(1,101	)	$	(1,571	)	$	3,492		$	(11,724	)	$	(2,103	)	$	5,365	$	(1,873	)	$	4,593
Other comprehensive income (loss):
Foreign currency translation adjustments		(766	)		1,053			(1,742	)		864			(1,754	)		222		(2,389	)		(976	)
Total other comprehensive income (loss)		(766	)		1,053			(1,742	)		864			(1,754	)		222		(2,389	)		(976	)
Total comprehensive income (loss)	$	(1,867	)	$	(518	)	$	1,750		$	(10,860	)
Comprehensive income (loss)														(3,857	)		5,587		(4,262	)		3,617
Comprehensive income (loss) attributable to noncontrolling interest														154			—		154			—
Total comprehensive income (loss) attributable to shareholders of Manitex International, Inc.													$	(3,703	)	$	5,587	$	(4,108	)	$	3,617

																			Outstanding shares			Common Stock			APIC			Retained Deficit			AOCI (Loss)			Noncontrolling Interests		Total
Balance at December 31, 2021																				19,940,487		$	132,206		$	3,264		$	(68,436	)	$	(4,219	)	$	—	$	62,815
Net income																				—			—			—			230			—			—		230
Loss on foreign currency translation																				—			—			—			—			(635	)		—		(635	)
Employee incentive plan grant																				104,681			734			(734	)		—			—			—		—
Repurchase to satisfy withholding and cancelled shares																				(17,354	)		(137	)		—			—			—			—		(137	)
Share-based compensation																				—			—			232			—			—			—		232
Balance at March 31, 2022																				20,027,814		$	132,803		$	2,762		$	(68,206	)	$	(4,854	)	$	—	$	62,505
Net income (loss)																				—			—			—			(2,257	)		—			154		(2,103	)
Gain (loss) on foreign currency translation																				—			—			—			—			(1,754	)		—		(1,754	)
Employee incentive plan grant																				62,740			417			(417	)		—			—			—		—
Acquisition of noncontrolling interests																				—			—			—			—			—			8,964		8,964
Repurchase to satisfy withholding and cancelled shares																				(12,300	)		(91	)		—			—			—			—		(91	)
Share-based compensation																				—			—			728			—			—			—		728
Balance at June 30, 2022																				20,078,254		$	133,129		$	3,073		$	(70,463	)	$	(6,608	)	$	9,118	$	68,249

	Outstanding shares			Common Stock			APIC			Retained Deficit			AOCI (Loss)			Total			Outstanding shares			Common Stock			APIC			Retained Deficit			AOCI (Loss)			Noncontrolling Interests		Total
Balance at December 31, 2020		19,821,090		$	131,455		$	3,025	��	$	(63,863	)	$	(1,708	)	$	68,909			19,821,090		$	131,455		$	3,025		$	(63,863	)	$	(1,708	)	$	—	$	68,909
Net loss		—			—			—			(772	)		—			(772	)		—			—			—			(772	)		—			—		(772	)
Loss on foreign currency translation		—			—			—			—			(1,198	)		(1,198	)		—			—			—			—			(1,198	)		—		(1,198	)
Employee incentive plan grant		85,883			584			(584	)		—			—			—			85,883			584			(584	)		—			—			—		—
Repurchase to satisfy withholding and cancelled		(6,183	)		(48	)		—			—			—			(48	)
Repurchase to satisfy withholding and cancelled shares																				(6,183	)		(48	)		—			—			—			—		(48	)
Share-based compensation		—			—			299			—			—			299			—			—			299			—			—			—		299
Balance at March 31, 2021		19,900,790		$	131,991		$	2,740		$	(64,635	)	$	(2,906	)	$	67,190			19,900,790		$	131,991		$	2,740		$	(64,635	)	$	(2,906	)	$	—	$	67,190
Net income		—			—			—			5,365			—			5,365			—			—			—			5,365			—			—		5,365
Gain (loss) on foreign currency translation		—			—			(26	)		—			222			196			—			—			(26	)		—			222			—		196
Employee incentive plan grant		5,940			44			(44	)		—			—			—			5,940			44			(44	)		—			—			—		—
Share-based compensation		—			—			278			—			—			278			—			—			278			—			—			—		278
Balance at June 30, 2021		19,906,730		$	132,035		$	2,948		$	(59,270	)	$	(2,684	)	$	73,029			19,906,730		$	132,035		$	2,948		$	(59,270	)	$	(2,684	)	$	—	$	73,029
Net loss		—			—			—			(1,101	)		—			(1,101	)
Gain (loss) on foreign currency translation		—			—			6			—			(766	)		(760	)
Employee incentive plan grant		26,400			136			(136	)		—			—			—
Share-based compensation		—			—			239			—			—			239
Balance at September 30, 2021		19,933,130		$	132,171		$	3,057		$	(60,371	)	$	(3,450	)	$	71,407

	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		—			—			—			(7,476	)		—			(7,476	)
Loss on foreign currency translation		—			—			—			—			(508	)		(508	)
Employee incentive plan grant		49,884			352			(352	)		—			—			—
Repurchase to satisfy withholding and cancelled		(2,949	)		(13	)		—			—			—			(13	)
Share-based compensation		—			—			222			—			—			222
Balance at March 31, 2020		19,760,120		$	131,049		$	2,663		$	(57,729	)	$	(4,208	)	$	71,775
Net loss		—			—			—			(2,677	)		—			(2,677	)
Gain on foreign currency translation		—			—			—			—			319			319
Employee incentive plan grant		7,360			86			(86	)		—			—			—
Share-based compensation		—			—			203			—			—			203
Balance at June 30, 2020		19,767,480		$	131,135		$	2,780		$	(60,406	)	$	(3,889	)	$	69,620
Net loss		—			—			—			(1,571	)		—			(1,571	)
Gain on foreign currency translation		—			—			—			—			1,053			1,053
Employee incentive plan grant		27,068			142			(143	)		—			—			(1	)
Repurchase to satisfy withholding and cancelled		(232	)		(1	)		—			—			—			(1	)
Share-based compensation		—			—			233			—			—			233
Balance at September 30, 2020		19,794,316		$	131,276		$	2,870		$	(61,977	)	$	(2,836	)	$	69,333

	Nine months ended September 30,						Six months ended June 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income (loss)	$	3,492		$	(11,724	)	$	(1,873	)	$	4,593
Adjustments to reconcile net income (loss) to cash used for operating activities:
Depreciation and amortization		3,339			3,190			3,917			2,253
Gain on sale of discontinued operations		—			(376	)
Gain on Paycheck Protection Program loan forgiveness		(3,747	)		—			—			(3,747	)
Changes in allowances for doubtful accounts		135			18			(16	)		128
Changes in inventory reserves		(1,089	)		(578	)		(1,308	)		(1,018	)
Deferred income taxes		223			(21	)		(1,085	)		(13	)
Amortization of deferred debt issuance costs		98			161			88			77
Amortization of debt discount		111			454			46			76
Gain on forward currency contract		(385	)		—			(160	)		(333	)
Write down of intangibles		—			137
Write down of goodwill		—			6,585
Gain on extinguishment of debt		—			(595	)
Share-based compensation		816			657			960			577
Adjustment to deferred gain on sales and lease back		(60	)		—			(40	)		(40	)
Reserves for uncertain tax provisions		—			(131	)
Gain on disposal of assets								(713	)		—
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(1,550	)		5,775
(Increase) decrease in other receivable		(16	)		70
(Increase) decrease in inventory		(8,921	)		742
(Increase) decrease in prepaid expenses		(738	)		536
(Increase) decrease in other assets		(63	)		1
Increase (decrease) in accounts payables and related party payables		10,872			(1,764	)
Increase in deferred income		—			3,747
Increase (decrease) in accrued expenses		1,385			(216	)
Increase in other current liabilities		871			123
(Decrease) in other long-term liabilities		(515	)		(176	)
Net cash provided by operating activities		4,258			6,615
Increase in accounts receivable								(11,480	)		(6,368	)
(Increase) decrease in other receivables								(716	)		90
Increase in inventory								(11,292	)		(4,302	)
Decrease (increase) in prepaid expenses								17			(986	)
Increase in other assets								(87	)		(36	)
Increase in accounts payables and related party payables								16,765			11,970
Increase in accrued expenses								2,374			2,140
(Decrease) increase in other current liabilities								(2,903	)		737
Decrease in other long-term liabilities								(330	)		(592	)
Net cash (used in) provided by operating activities								(7,836	)		5,206

Cash flows from investing activities:

Proceeds from the sale of discontinued operations		—			1,610
Payments for acquisition, net of cash acquired								(38,366	)		—
Proceeds from the sale of fixed assets								1,773			—
Purchase of property and equipment		(666	)		(619	)		(9,807	)		(561	)
Investment in intangible assets		(51	)		—			(64	)		—
Net cash (used in) provided for investing activities		(717	)		991
Net cash used in investing activities								(46,464	)		(561	)
Cash flows from financing activities:
Borrowings on revolving term credit facility		—			8,500			46,700			—
Payments on revolving credit facility		—			(3,500	)
Payments on convertible debt		—			(7,000	)
Payments on revolving term credit facility								(12,800	)		—
Borrowings on term debt								15,000			—
Net borrowings on working capital facilities		(1,303	)		(136	)		3,364			(3,664	)
New borrowings—other		748			—			903			748
Debt issuance costs incurred								(125	)		—
Note payments		(1,083	)		(5,882	)		(785	)		(662	)
Shares repurchased for income tax withholding on share-based compensation		(48	)		(14	)		(228	)		(48	)
Payments on capital lease obligations		(254	)		(397	)		(191	)		(171	)
Net cash used in financing activities		(1,940	)		(8,429	)
Net increase in cash and cash equivalents		1,601			(823	)
Net cash provided by (used in) financing activities								51,838			(3,797	)
Net (decrease) increase in cash and cash equivalents								(2,462	)		848
Effect of exchange rate changes on cash		(1,438	)		806			(2,324	)		(843	)
Cash and cash equivalents at the beginning of the year		17,401			23,579
Cash and cash equivalents at end of period	$	17,564		$	23,562
Cash, cash equivalents and restricted cash at the beginning of the year								21,581			17,401
Cash, cash equivalents and restricted cash at end of period							$	16,795		$	17,406
See Note 1 for supplemental cash flow disclosures

The unaudited Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and the related Condensed Consolidated Statements of Operations, Condensed Consolidated Statement of Comprehensive Income (Loss), Condensed Consolidated Statements of Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial condition, results of operations and cash flows of the Company for the interim periods. Interim results may not be indicative of results to be realized for the entire year. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. The Condensed Consolidated Balance Sheet as of December 31, ~~2020~~2021 was derived from our audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).

On April 11, 2022, Manitex International, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Agreement”), with Rabern Rentals, LLC (“Rabern”) and Steven Berner, as owner of 100% of Rabern’s outstanding membership interests. Pursuant to the Agreement, the Company acquired a 70% membership interest in Rabern from Steven Berner for a purchase price of $26.7 million in cash. Rabern is a construction rental equipment provider, headquartered in Amarillo, Texas, primarily servicing business in the Texas panhandle.

The Company is a leading provider of engineered lifting ~~solutions. The~~solutions and equipment rentals. Following the completion of the Rabern acquisition noted above, the Company reports in a ~~single~~2 business ~~segment~~segments and has 45 operating segments, under which there are 56 reporting units. The Company has integrated Manitex and Badger Equipment Company (“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 a combined Manitex level. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries.

Manitex markets a comprehensive line of boom trucks, truck cranes and sign ~~cranes.~~cranes, including via its partially and wholly-owned subsidiaries and distributors, as described below. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including roads, bridges and commercial construction.

The Company’s subsidiary, 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.,~~a subsidiary of the Company, 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. 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.

The Company’s subsidiary, 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.

Crane and Machinery, Inc. (“C&M”) is a distributor of the Company’s ~~products as well as other cranes.~~products. 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~~

The Company’s majority-owned subsidiary, Rabern, rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a ~~distributor of Terex Corporation’s (“Terex”) cranes, C&M’s primary business is the distribution of products manufactured by the Company.~~short-term rental basis. The Company also rents equipment to homeowners for do-it-yourself projects.

~~The Company is~~We are continuing to closely monitor the impact of the COVID-19 pandemic ~~and is continually assessing its potential effects~~ on all aspects of our business, including how it is impacting our customers, employees, supply chain, and ~~our financial performance~~distribution network, as well as the ~~businesses~~demand for our products in the industries and markets that we serve. Our first priority is the health and safety of our employees, customers and ~~vendors, including~~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 weit may ~~experience if~~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 ~~when~~cannot be accurately predicted, including new information that may emerge concerning the ultimate severity and duration of the pandemic ~~subsides.~~ (including the spread and impact of new COVID-19 variants) and actions by government authorities to contain the pandemic 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.

The ~~Company’s~~Company is continuing to experience 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 is ~~doing everything it can~~actively working to mitigate these expenses and the 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~~continue to build inventory to meet our customer requirements. In addition, the Company is actively managing costs and working to further streamline operations where needed. ~~The~~Furthermore, the Company has modified its business practices to manage expenses (including practices regarding employee travel, employee work locations, and cancellation of physical 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, but we cannot predict the duration or severity of the ongoing COVID-19 pandemic ~~and we cannot~~or reasonably estimate the financial impact that ~~the COVID-19 outbreak~~it will have on our results and significant estimates going forward.

Transactions for the periods ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 are as follows:

	Nine months ended September 30,				Six months ended June 30,
	2021		2020		2022		2021
Interest received in cash	$	7	$	80	$	3	$	6
Interest paid in cash		1,369		3,027		1,158		975
Income tax payments in cash		925		577		169		856
Recognition of right-of-use asset and right-of-use liability						2,543		112

Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents					$	16,588	$	17,170
Restricted cash						207		236
Cash, cash equivalents and restricted cash at the end of year					$	16,795	$	17,406

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. Accordingly, Manitex Sabre, Inc. is reported as a discontinued operation for 2020.

In addition to the cash proceeds from sale of $1.5 million in cash received, the Company may receive a maximum royalty and earnout payments of approximately $2.9 million for years 2021 thru 2023 if certain revenue criteria are met. 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. See Note 17 for additional discussion related to the sale of Sabre’s business and assets.

The summary of the Company’s significant accounting policies is presented to assist in understanding the Company’s consolidated 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 principles and have been consistently applied in the preparation of the financial statements.

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~~Company’s U.S. banks ~~(primarily CIBC)~~ is not fully insured by the FDIC due to the statutory limit of $250.

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 ~~$228~~$207 and ~~$240~~$222 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

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. 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.

~~Accounts~~Trade accounts receivable are ~~stated~~recorded at ~~the amounts the Company’s customers are~~ invoiced amount 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~~Allowance for doubtful accounts is ~~warranted~~the Company’s estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer assessments and current financial conditions. Account balances are charged off against the allowance when the Company determines the receivable will not be recovered. There can be no assurance that the Company’s ~~assessment~~estimate of ~~the collectability~~accounts receivable collection will be indicative of ~~the accounts.~~future results. The Company established an allowance for bad debt of ~~$2.6 million~~$2,454 and $2,432 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company also has, in some instances, a security interest in its accounts receivable until payment is received.

Property and equipment are stated at cost or the fair market value at the date of acquisition for property and equipment acquired in connection with the acquisition of a company. 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 three and ~~nine~~six months ended ~~September~~June 30, ~~2021 were $518~~2022 was $2,027 and ~~$1,614,~~$2,489, respectively. Depreciation expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020 were $487~~2021 was $545 and ~~$1,500.~~$1,096, respectively.

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. The Company recognized $0.1 million in impairment related to tradenames during the nine months ended September 30, 2020. NaN impairment expense was recognized for the three months ended September 30, 2020. NaN impairment expense was recognized for the three and nine months ended September 30, 2021.

The Company’s methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate. Goodwill is measured as the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed.

The Company annually tests goodwill for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company also performs an interim review for indicators of impairment each quarter to assess whether an interim impairment review is required for any reporting unit. As part of its interim reviews, management analyzes potential changes in the value of individual reporting units based on each reporting unit’s operating results for the period compared to expected results as of the prior year’s annual impairment test. In addition, management considers how other key assumptions, including discount rates and expected long-term growth rates, used in the last annual impairment test, could be impacted by changes in market conditions and economic events.

The Company recognized $6.6 million in impairment related to goodwill during the nine months ended September 30, 2020. NaN impairment expense was recognized for the three months ended September 30, 2020. NaN impairment expense was recognized for the three and nine months ended September 30, 2021.

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 Company 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.

Warranty costs are accrued at the time revenue is recognized. 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.

A liability for estimated warranty claims is accrued at the time of sale. ~~The~~Such liability is established using historical warranty claim experience. 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.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, accrued warranties were ~~$1,421~~$1,830 and ~~$1,292,~~$1,578, respectively.

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 bank. 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. Beginning on the seventh month following the date of the promissory note, we were required to make 18 monthly payments of principal and interest.

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 on the PPP loan during November 2020~~. During June 2021, the Company received notice from the CIBC bank that CIBC had received confirmation from the SBA that the application for forgiveness of the PPP loan had been approved. The loan forgiveness request of $3.7 million was applied to the Company’s entire outstanding PPP loan balance from CIBC bank.

The Company recorded the forgiveness as Gain on Paycheck Protection Program loan forgiveness in Other Income (Expense) on the Condensed 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.

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.

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.

When the Company enters into forward currency exchange contracts it does so 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. The Company records 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 Condensed Consolidated Statements of Operations in the other income (expense) section on the line titled foreign currency transaction loss.

Advertising costs are expensed as incurred and were ~~$213~~$349 and ~~$487~~$459 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively. Advertising costs were ~~$120~~$146 and ~~$354~~$274 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively.

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions. 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 expense is recognized in the personnel costs, either in Selling, General, and Administrative expense or Cost of Goods Sold, in the Condensed Consolidated Statements of Operations and the accrual is recorded in other long-term liabilities in the Condensed Consolidated Balance Sheets.

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 legal counsel.

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) acquisition costs will generally be expensed as incurred and (2) changes in deferred tax asset valuation allowances and income ~~taxes under~~tax uncertainties after the ~~provisions~~acquisition date generally will affect income tax expense.

The Company records any excess of ~~ASC 740 “Income Taxes,” which requires recognition~~purchase price over fair value of ~~income taxes based on amounts payable with respect~~assets acquired, including identifiable intangibles and liabilities assumed to be recognized as goodwill.

A noncontrolling interest is the ~~current year and~~equity interest of consolidated entities that is not owned by the ~~effects of deferred taxes~~Company. Noncontrolling interest is adjusted for the ~~expected future tax consequences~~noncontrolling partners' share of ~~events that have been included~~earnings (losses) in accordance with the applicable agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the ~~Company’s financial~~accompanying condensed consolidated 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 12, Income Taxes, for further details.operations.

~~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~~account for restricted stock awards with market conditions using a ~~period~~graded vesting method. This recognizes the compensation 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~~statement of operations over the requisite service period for ~~income taxes.~~

Comprehensive income includes, in addition to net earnings, other items that are reported as direct adjustments to shareholders’ equity. Currently, the comprehensive income adjustment required for the Company is a foreign currency translation adjustment, the resulteach separately-vesting tranche of ~~consolidating its foreign subsidiary.~~awards.

~~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.~~

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 Revolving term credit facilities on the Company’s Condensed Consolidated Balance Sheets.

In accordance with ASC 842-10 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. As such, the gains have been deferred and are being amortized on a straight- line basis over the life of the lease.

~~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 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, restricted stock, and similar instruments is dependent on this average stock price and will increase as the average stock price increases.

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 Condensed Consolidated Statements of Operation over the service period (generally the vesting period).

GAAP guidance requires the use of highly inflationary accounting for countries whose cumulative three-year inflation exceeds 100 percent. Under highly inflationary accounting, PM ~~Argentina’s~~Group’s Argentina subsidiary’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 ~~September~~June 30, ~~2021,~~2022, PM Group’s Argentina subsidiary had an insignificant net peso monetary position. Net sales of PM Group’s Argentina subsidiary were less than ~~5 percent~~5% of our consolidated net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and year ended December 31, ~~2020.~~2021.

In March 2020, the FASB issued guidance under ASC 848, Reference Rate Reform. This guidance provides optional expedients and exceptions to account for debt, leases, contracts, hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met. The guidance is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating the potential effects of the adoption of this guidance on our Consolidated Financial Statements.

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 and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for 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 potential effects of the adoption of this guidance on our Consolidated Financial Statements.

~~There have been no other accounting pronouncements issued, but not yet adopted by us, which are expected to have a material impact on our Condensed Consolidated Financial Statements.~~

In December 2019, the FASB issued ASU 2019-12, “Income Taxes Topic 740-Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which intended to simplify various aspects related to accounting for income taxes. ASU 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 2019-12 was the first quarter of fiscal year 2021 and the Company adopted this guidance as of January 1, 2021. The adoption of this guidance did not have a significant impact on our operating results.

The following table disaggregates our revenue for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Equipment sales	$	43,740	$	29,017	$	134,172	$	100,782	$	54,934	$	51,669	$	107,513	$	90,701
Part sales		6,337		6,747		20,805		19,583		7,109		6,911		13,881		13,471
Installation services		858		702		3,171		1,949
Rentals										5,184		285		5,236		412
Services										1,166		1,180		2,183		2,629
Merchandise sales and other										1,184		—		1,184		—
Total Revenue	$	50,935	$	36,466	$	158,148	$	122,314	$	69,577	$	60,045	$	129,997	$	107,213

The Company attributes revenue to different geographic areas based on where items are shipped to or services are performed. The following table provides detail of revenues by geographic area for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
United States		19,078	$	14,754	$	60,900	$	55,746	$	37,047	$	25,961	$	67,931	$	44,965
Italy		7,984		5,932		24,536		15,713		7,993		8,262		14,666		13,409
Canada		5,982		1,976		14,307		5,789		5,655		5,450		9,743		8,325
France										2,709		2,688		6,386		6,454
Chile		3,339		1,968		9,677		5,315		3,092		3,118		5,544		6,338
United Kingdom		2,633		1,477		6,317		4,281
France		1,763		1,986		8,217		7,079
Other		10,156		8,373		34,194		28,391		13,081		14,566		25,727		27,722
Total Revenue	$	50,935	$	36,466	$	158,148	$	122,314	$	69,577	$	60,045	$	129,997	$	107,213

The sources of the Company’s revenues are summarized below for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Boom trucks, knuckle boom & truck cranes	$	30,376	$	19,325	$	92,211	$	67,056	$	38,338	$	34,304	$	75,969	$	61,466
Aerial platforms		8,047		4,278		24,091		18,490		9,448		9,192		17,773		15,766
Part sales		6,337		6,747		20,805		19,583		7,109		6,911		13,881		13,471
Services										1,166		1,180		2,183		2,629
Rough terrain cranes		1,586		2,814		5,383		7,976		—		1,505		162		1,645
Other equipment and rentals		3,731		2,600		12,487		7,260
Installation services		858		702		3,171		1,949
Rentals										5,184		285		5,236		412
Other equipment										7,148		6,668		13,609		11,824
Merchandise sales and other										1,184		—		1,184		—
Total Revenue	$	50,935	$	36,466	$	158,148	$	122,314	$	69,577	$	60,045	$	129,997	$	107,213

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.~~Condensed 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. Substantially all of the $7.1 million customer deposit balance as of December 31, 2021 was recognized in revenues during 2022, and substantially all of the $4.0 million customer deposit balance as of June 30, 2022 is expected to be recognized in revenues during 2022.

The following table summarizes changes in customer deposits for the ~~nine~~six months ended ~~September~~June 30 as follows:

	September 30, 2021			September 30, 2020			June 30, 2022			June 30, 2021
Customer deposits	$	2,363		$	1,493		$	7,121		$	2,363
Additional customer deposits received where revenue has not yet been recognized		5,004			4,448			7,697			3,375
Revenue recognized from customer deposits		(4,106	)		(4,285	)		(10,528	)		(2,613	)
Effect of change in exchange rates		(160	)		13			(336	)		(93	)
	$	3,101		$	1,669
Total customer deposits							$	3,954		$	3,032

The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 by level within 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.

The following is summary of items that the Company measures at fair value on a recurring basis:

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;~~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~~The fair value of the forward currency contracts is 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.

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.

The Company enters into 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 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 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 Condensed Consolidated Statements of Operations in the other income (expense) section on the line titled foreign currency transaction 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.

PM Group has an intercompany receivable denominated in Euros from its Chilean subsidiary. At ~~September~~June 30, ~~2021,~~2022, the Company had entered into a forward currency exchange contract that ~~matures~~matured on ~~October~~July 29, ~~2021.~~2022. Under the contract the Company iswas obligated to sell ~~2,600,000~~2,244,500 Chilean pesos for ~~2,860 euros.~~2,434 Euros. The purpose of the forward contract iswas 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.

The following table provides the location and fair value amounts of derivative instruments that are reported in the Condensed Consolidated Balance Sheet as of ~~September~~June 30, ~~2021:~~2022:

		Fair Value					Fair Value
	Balance Sheet Location	September 30, 2021		December 31, 2020		Balance Sheet Location	June 30, 2022		December 31, 2021
Asset Derivatives
Foreign currency exchange contract	Prepaid expense and other current assets	$	118	$	—	Prepaid expense and other current assets	$	121	$	75

Liabilities Derivatives
Foreign currency exchange contract	Accrued expenses	$	—	$	267

The following tables provide the effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

		Gain (loss)					Gain (loss)					Gain (loss)				Gain (loss)
	Location of gain or (loss) recognized in the Statement of Operations	Three Months Ended September 30,					Nine Months Ended September 30,				Location of gain or (loss) recognized in Statement of Operations	Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020			2021		2020			2022		2021		2022			2021
Derivatives Not Designated as Hedge Instruments
Forward currency contracts	Foreign currency transaction gains (losses)	$	225	$	(236	)	$	226	$	—
Forward currency contract											Foreign currency transaction gains (losses)	$	196	$	197	$	(160	)	$	333
		$	225	$	(236	)	$	226	$	—		$	196	$	197	$	(160	)	$	333

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, there were 0 forward currency contracts designated as cash flow hedges. As such, all gains and loss related to forward currency contracts during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were recorded in current earnings and did not impact other comprehensive income.

	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Raw materials and purchased parts, net	$	43,465	$	33,172	$	51,110	$	42,983
Work in process, net		4,400		3,845		5,953		3,938
Finished goods, net		16,587		19,038		19,232		18,044
Inventory, net	$	64,452	$	56,055	$	76,295	$	64,965

The Company has established reserves for obsolete and excess inventory of ~~$7,247~~$8,654 and ~~$8,451~~$9,884 as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

Intangible assets and accumulated amortization by category as of ~~September~~June 30, ~~2021~~2022 is as follows:

	Weighted Average	Gross					Net		Weighted Average		Gross					Net
	Amortization	Carrying		Accumulated			Carrying		Amortization		Carrying		Accumulated			Carrying
	Period (in years)	Amount		Amortization			Amount		Period (in years)		Amount		Amortization			Amount
Patented and unpatented technology	5	$	18,248	$	(14,933	)	$	3,315	3		$	16,297	$	(13,982	)	$	2,315
Customer relationships	4		18,934		(13,371	)		5,563	9	��		21,787		(13,308	)		8,479
Trade names and trademarks	10		4,829		(2,824	)		2,005	16			5,469		(2,693	)		2,776
Software									4			237		(32	)		205
Indefinite lived trade names			2,524					2,524				1,903					1,903
Total intangible assets, net							$	13,407								$	15,678

Intangible assets and accumulated amortization by category as of December 31, ~~2020~~2021 is as follows:

	Weighted Average	Gross					Net		Weighted Average	Gross					Net
	Amortization	Carrying		Accumulated			Carrying		Amortization	Carrying		Accumulated			Carrying
	Period (in years)	Amount		Amortization			Amount		Period (in years)	Amount		Amortization			Amount
Patented and unpatented technology	6	$	18,643	$	(14,587	)	$	4,056	3	$	16,848	$	(13,845	)	$	3,003
Customer relationships	5		19,552		(12,753	)		6,799	3		18,077		(13,017	)		5,060
Trade names and trademarks	11		4,829		(2,677	)		2,152	10		4,269		(2,595	)		1,674
Software									5		160		(8	)		152
Indefinite lived trade names			2,664					2,664			2,057					2,057
Total intangible assets, net							$	15,671							$	11,946

In connection with the Rabern acquisition, the Company recognized customer relationships intangible assets of $4.5 million with an estimated useful life of 15 years and trademark intangible assets of $1.2 million with an estimated useful life of 25 years. See Note 18 for additional information regarding the Rabern acquisition.

Amortization expense for intangible assets was ~~$568~~$745 and ~~$565, and $1,725 and $1,645~~$1,428 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, respectively. Amortization expense for intangible assets was $578 and ~~2020,~~$1,157 for the three and six months ended June 30, 2021, respectively.

Estimated amortization expense for the period ending June 30 for the next five years ~~for the period ending September 30~~ and subsequent is as follows:

	Amount		Amount
2022	$	2,267
2023		2,267	$	2,977
2024		2,260		2,977
2025		2,220		1,832
2026		845		860
2027				537
And subsequent		1,024		4,592
Total intangibles currently to be amortized		10,883
Intangibles with indefinite lives not amortized		2,524
Total intangible assets currently to be amortized				13,775
Intangible assets with indefinite lives not amortized				1,903
Total intangible assets	$	13,407	$	15,678

Changes in goodwill for the ~~nine~~six months ended ~~September~~June 30 ~~2021~~ are as follows:

The Company performed an impairment assessment as of December 31, ~~2020.~~2021. No additional triggers for an interim impairment test have been ~~identified.~~identified as of June 30, 2022. While there was ~~no additional impairment~~$1.1 million of goodwill impairment recognized as a result of the ~~2020~~2021 annual impairment test to fully impair the Valla business unit, a reasonably possible unexpected deterioration in financial performance or adverse change in earnings may result in ~~an impairment.~~a further impairment in the other business units.

	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Accrued payroll and employee benefits	$	1,914	$	2,216
Accrued payroll and benefits					$	4,977	$	3,524
Accrued income tax and other taxes						2,768		2,473
Accrued vacation		1,532		1,398		1,856		1,701
Accrued warranty		1,421		1,292		1,830		1,578
Accrued income tax and other taxes		1,358		1,127
Accrued interest		448		244
Accrued expenses—other		2,047		1,632		1,482		1,263
Total accrued expenses	$	8,720	$	7,909	$	12,913	$	10,539

AThe liability for estimated warranty claims is accrued at the time of sale and the expense is recorded in the Condensed Consolidated Statement of Operations in Cost of Sales. The liability is established using historical warranty claim experience. 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 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.

	For the nine months ended						For the six months ended
	September 30,						June 30,
	2021			2020			2022			2021
Balance January 1,	$	1,292		$	1,604		$	1,578		$	1,292
Provision for warranties issued during the year		2,505			1,576			1,250			1,867
Warranty services provided		(2,343	)		(1,885	)		(958	)		(1,566	)
Changes in estimate		—			59
Foreign currency translation		(33	)		11			(40	)		(15	)
Balance September 30,	$	1,421		$	1,365
Balance June 30,							$	1,830		$	1,578

On April 11, 2022, the Company entered into a Commercial Credit Agreement (the “Credit Agreement”), by and among the Company, the Company’s domestic subsidiaries and Amarillo National Bank. The Credit Agreement provides for a $40,000 revolving credit facility that matures on April 11, 2024, a $30,000 revolving credit facility that matures on April 11, 2024 and a $15,000 term loan that matures on October 11, 2029. Borrowings under the revolving credit facilities and the term loan bear interest at a floating rate equal to the Prime Rate plus 0.5%. The revolving credit facilities require monthly interest payments with the full principal balance coming due at maturity, and the $30,000 revolving credit facility requires quarterly payments in the amount of 3% of the outstanding balance thereunder on a quarterly basis beginning on January 1, 2023. The term loan requires monthly interest payments with quarterly amortization payments beginning on November 11, 2022, with the remaining principal balance coming due at maturity. The unused balance of the revolving credit facilities incurs a 0.125% fee that is payable semi-annually. At ~~September~~June 30, ~~2021,~~2022, the Company had $46.7 million in borrowings (less than $0.1 million in debt issuance cost for a net debt of $46.7 million) under the revolving credit facilities. At June 30, 2022, the Company had $15.0 million in borrowings (less $0.1 million in debt issuance cost for a net debt of $14.9 million) under the term loan.

The Credit Agreement requires the Company to maintain a debt service coverage ratio of at least 1.25:1.00 measured on the last day of each calendar quarter, beginning June 30, 2022, and each measurement is based on a rolling 12-month basis. The Credit Agreement also requires the Company to maintain a U.S. net worth of at least $80,000, measured as of the last day of each calendar quarter, beginning June 30, 2022. The Company was in compliance with its covenants under the Credit Agreement as of June 30, 2022.

The Company and its U.S. subsidiaries ~~have~~were parties to a Loan and Security Agreement, as amended (the “Loan Agreement”) with CIBC Bank USA (“CIBC”). The Loan Agreement ~~provides~~provided a revolving credit facility with a maturity date of July 20, ~~2023. The~~2023 in an aggregate amount of ~~the facility is~~ $30 million.

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 net realizable value subject to a $20 million limit; plus (3) 80% of eligible used equipment, as defined, valued at the lower of cost or market subject to a $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 ~~September 30, 2021 and~~ December 31, ~~2020, the maximum the Company could borrow based on available collateral was $23.5 million and $21.9 million, respectively. At September 30,~~ 2021, the Company had $12.8 million in borrowings (less $0.1 million in debt issuance ~~costs~~cost for a net debt of $12.7 million) with $10.7 million available to borrow under its revolving credit facility. At December 31, 2020, the Company had $12.8 million in borrowings (less $0.2 million in debt issuance costs for a net debt of $12.6 million) with $9.1 million available to borrow under its revolving credit facility.. Theindebtedness under the Loan Agreement iswas collateralized by substantially all of the Company’s assets, except for certain assets of the Company’s subsidiaries.

~~The Loan Agreement provides that~~On April 11, 2022, 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~~repaid in full all outstanding indebtedness and ~~the LIBOR rate are subject to a floor~~other amounts outstanding of ~~0.50%. The LIBOR spread ranges from 1.75% to 2.25% depending on the Adjusted Excess Availability. Funds borrowed~~approximately $12.8 million and terminated all commitments and obligations under the LIBOR option can be borrowed for periods of one, two, or three months and are limited to 4 LIBOR contracts outstanding at any time. In addition, a fee of 0.375% is applied for the unused portion of the revolving facility and is payable monthly. In March of 2021, the Company amended the Loan Agreement ~~to include~~

~~a Hedging Agreement for interest rate protection~~ with ~~respect to LIBOR Loans.~~CIBC in satisfaction of all of the Company’s debt obligations under the Loan Agreement. The Company was ~~in compliance~~not required to pay any pre-payment premiums as a result of the repayment of indebtedness under the Loan Agreement. In connection with ~~its covenants as~~the repayment of ~~September 30, 2021.~~ such outstanding indebtedness by the Company, all security interests, mortgages, liens and encumbrances granted to the lenders under the Loan Agreement were terminated and released.

The Loan Agreement has a Letter of Credit facility of $3 million, which is fully reserved against availability. As of September 30, 2021, the outstanding Letters of Credit were $0.2 million which is offset against availability under the revolving facility.

At September 30, 2021, the Company has a $207 term note payable to a bank. The note dated January 6, 2021 had an original principal amount of $748 and an annual interest rate of 3.49%. Proceeds from the note were used to pay annual premiums for certain insurance policies carried by the Company. The holder of the note has a security interest in the insurance policies it financed and has the right upon default to cancel these policies and receive any unearned premiums. There are 3 remaining monthly payments of $69 on this note.

The Company had a note dated November 13, 2020 with an original principal amount of $289 and an annual interest rate of 5.81%. Proceeds from the note were used to pay annual premiums for certain insurance policies carried by the Company. The holder of the note has a security interest in the insurance policies it financed and has the right upon default to cancel these policies and receive any unearned premiums. As of September 30, 2021, the outstanding principal balance of the note was $0.

~~At September 30, 2021 and December 31, 2020, Badger has a balance on a note payable to Avis Industrial Corporation of $88 and~~$180, respectively. 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 matures on July 1, 2022 and is guaranteed by the Company.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, the PM Group had established demand credit and overdraft facilities with 5 banks in Italy, 1 bank in Spain and 1112 banks in South America. Under ~~the~~these facilities, as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 respectively, the PM Group can borrow up to ~~€18,838 ($21,808)~~$19,736 and ~~€20,550 ($25,133)~~$21,449 for advances against invoices, letter of credit and bank ~~overdrafts with €4,300 ($4,978) and €2,000 ($2,440) available to borrow under these facilities.~~overdrafts. These facilities are divided into two types: working capital facilities and cash facilities. ~~At September~~For the six months ended June 30, ~~2021~~2022 and year ended December 31, ~~2020,~~2021, respectively, interest on the Italian working capital facilities is charged at the 3-month Euribor plus 175, 200, or ~~200~~270 basis points and 3-month Euribor plus ~~350~~450 basis points, respectively. Interest on the PM Group’s South American facilities is charged at a flat rate of points for advances on invoices ranging from 8% - 55%. ~~During June 2021, the loan agreement was renewed removing the existing expiration date.~~

At ~~September~~June 30, ~~2021,~~2022, the Italian banks had advanced PM Group ~~€9,096 ($10,531) (less (€135) ($157) in debt issuance costs for a net debt of (€8,961) (10,374).~~$17,553. There were 0 advances to PM Group from the Spanish bank, and the South American banks had advanced PM Group ~~€616 ($713).~~$179. At December 31, ~~2020,~~2021, the Italian banks had advanced PM Group ~~€10,551 ($12,904).~~$14,874. There were 0 advances to PM Group from the Spanish bank, and the South American banks had advanced PM Group ~~€98 ($120).~~

~~At September 30, 2021 and December 31, 2020, PM Group has a €5,752 ($6,659)~~and €5,752 ($7,035) term loan with Davy Global Fund Management, an Irish fund that purchased the debt from BPER, an Italian bank. The term loan is split into a note and a balloon payment and is secured by PM Group’s common stock. The term loan is charged interest at a fixed rate of 3.5%. The note is payable in annual installments of principal, €513 for 2021, €531 for 2022, €549 for 2023, €569 for 2024, and €588 for 2025. The balloon payment is payable in a single payment of €3,002 in 2026.

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 September 30, 2021 and December 31, 2020, the remaining balance was €29 ($34) and €114 ($140), respectively, and has been offset to the debt.

At September 30, 2021 and December 31, 2020, PM Group has unsecured borrowings with an Italian bank (MPS) and an Irish fund (Davy Global Fund Management) totaling €7,225 ($8,364) and €7,225 ($8,836), respectively. The borrowings have a fixed rate of interest of 3.5%.

PM Group is 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 are measured on a semi-annual basis as of June 30 and December 31 of each year. The Company was in compliance with the loan covenants at June 30, 2021.

~~At September 30, 2021 and December 31, 2020, Autogru PM had a term note with an outstanding principal balance of €0 ($0) and €116 ($142), respectively. The note was paid off in full in~~ ~~September 2021. The note was charged interest at the 1-month Euribor plus 250 basis points, for an effective rate of 2.50% at September 30, 2021 and December 31, 2020.~~

Autogru PM had another term note with an outstanding principal balance of €111 ($129) and €164 ($201) at September 30, 2021 and December 31, 2020, respectively. The 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, for an effective rate of 2.75% at September 30, 2021 and December 31, 2020, maturing in ~~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, for an effective rate of 2.75% at September 30, 2021 and December 31, 2020, maturing in ~~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, for an effective rate of 2.75% at September 30, 2021 and December 31, 2020, maturing in September 2023.

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, Valla had established demand credit and overdraft facilities with 2 Italian banks. Under the facilities, Valla can borrow up to ~~approximately €500 ($579)~~$586 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 1.67% - 5.75% ~~at September~~for both 2022 and 2021. At June 30, ~~2021~~2022 and December 31, ~~2020. At September 30,~~ 2021, ~~and December 31, 2020,~~ the Italian banks had advanced Valla ~~€465 ($538)~~$77 and ~~€474 ($579).~~$339.

~~Valla had a term loan with Carisbo that was payable in quarterly principal installments beginning on October~~At June 30, ~~2017 of €8 ($10), plus interest at the 3-month Euribor plus 470 basis points, for an effective rate of 4.36% at December 31, 2020. The note matured on January 31, 2021. At September 30, 2021~~2022 and December 31, ~~2020,~~2021, respectively, the ~~outstanding principal balance of the note was €0 ($0) and €8 ($10), respectively.~~

~~Valla~~PM Group has a $5,485 and $5,930 term loan ~~with BPER~~ that is ~~payable in monthly principal installments beginning on July 10, 2022 of €0.5 ($1), plus~~split into a note and a balloon payment and is secured by the PM Group’s common stock.The term loan is charged interest at ~~an effective~~a fixed rate of ~~1.46% at September~~3.5%, has annual principal payments of approximately $600 per year and has a balloon payment of $3,143 due in 2026.

At June 30, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively, the PM Group has unsecured borrowings totaling $6,051 and $6,542, respectively. The ~~note matures~~borrowings have a fixed rate of interest of 3.5%.

Annual payments of $1,513 are payable ending in ~~December 2025. At September 30, 2021 and December 31, 2020, the outstanding principal balance of the note was €25 ($29) and €25 ($31), respectively.~~2025.

The Company leases certain warehouses, office space, machinery, vehicles and equipment. Leases with an initial term of 12 months or ~~less~~shorter are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the applicable lease term.

The Company 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 these lease renewal options is at our sole discretion. The depreciable life of assets is limited by the expected lease term for finance leases.

If there was a discount rate explicit in the lease, ~~this was the~~then such discount rate was 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 54 and 76 years, respectively. The weighted average discount rate for operating and finance leases was ~~5.1%~~5.2% and 12.5% respectively.

Leases	Classification	September 30, 2021		December 31, 2020		Classification	June 30, 2022		December 31, 2021
Assets
Operating lease assets	Operating lease assets	$	3,484	$	4,068	Operating lease assets	$	5,756	$	3,563
Financing lease assets	Fixed assets, net		2,394		2,847	Fixed assets, net		2,210		2,303
Total leased assets		$	5,878	$	6,915		$	7,966	$	5,866

Liabilities
Current
Operating	Current liabilities	$	998	$	1,167	Current liabilities	$	1,653	$	1,064
Financing	Current liabilities		380		344	Current liabilities		470		399

Non-current
Operating	Non-current liabilities		2,486		2,901	Non-current liabilities		4,103		2,499
Financing	Non-current liabilities		3,931		4,221	Non-current liabilities		3,656		3,822
Total lease liabilities		$	7,795	$	8,633		$	9,882	$	7,784

		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
Lease Cost	Classification	2021		2020		2021		2020		Classification	2022		2021		2022		2021
Operating lease costs	Operating lease assets	$	315	$	262	$	1,017	$	793	Operating lease assets	$	214	$	398	$	510	$	702
Finance lease cost
Amortization of leased assets	Amortization		91		79		273		306	Amortization		96		91		187		182
Interest on lease liabilities	Interest expense		136		145		416		444	Interest expense		128		139		259		280
Lease cost		$	542	$	486	$	1,706	$	1,543		$	438	$	628	$	956	$	1,164

	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
Other Information	2021		2020		2021		2020		2022		2021		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	341	$	282	$	1,099	$	794	$	214	$	426	$	510	$	758
Operating cash flows from finance leases	$	136	$	79	$	416	$	306	$	128	$	139	$	259	$	280
Financing cash flows from finance leases	$	83	$	145	$	254	$	444	$	107	$	95	$	200	$	171

Future principal minimum lease payments for the period ending ~~September~~June 30 for the next five years and subsequent are:

	Operating Leases			Capital Leases			Operating Leases			Capital Leases
2022	$	1,204		$	898
2023		925			925		$	1,697		$	950
2024		627			952			1,382			978
2025		431			981			1,094			1,003
2026		391			1,010			929			1,003
2027								868			1,033
And subsequent		446			1,665			159			1,145
Total undiscounted lease payments		4,024			6,431			6,129			6,112
Less interest		(540	)		(2,120	)		(373	)		(1,986	)
Total liabilities	$	3,484		$	4,311		$	5,756		$	4,126
Less current maturities		(998	)		(380	)		(1,653	)		(470	)
Non-current lease liabilities	$	2,486		$	3,931		$	4,103		$	3,656

In connection with our acquisition of Rabern, the Company became the lessee of two buildings from HTS Management LLC (“HTS”), an entity controlled by Steven Berner, who is a key member of Rabern management. HTS operates as a holding company for property and as a single lessee leasing company for business use property for Rabern. HTS’s ongoing activities preceding and succeeding the Rabern acquisition relate to financing, purchasing, leasing and holding property leased to Rabern. Based on these activities, HTS would be subject to interest rate risk and real estate investment pricing risk related to holding the real estate as an investment. These risks represent the potential variability to be considered as passed to interest holders. Although we have a variable interest through our relationship with Mr. Berner, such variability is not passed on to Rabern in connection with the arrangement, and therefore Rabern is not the primary beneficiary of the VIE. Furthermore, all risks and benefits of the significant activities of HTS are passed to Mr. Berner directly and do not represent a direct or indirect obligation for Rabern.

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 deduction limitations and a technical correction to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s consolidated financial statements.

For the three months ended ~~September~~June 30, ~~2021,~~2022, the Company recorded an income tax provision of ~~$234,~~$232, which includes a discrete income tax ~~expense~~benefit of ~~$5.~~$219. The calculation of the overall income tax provision for the three months ended ~~September~~June 30, ~~2021~~2022 primarily consists of foreign income taxes, a discrete income tax benefit for a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, and a discrete income tax ~~expense primarily for the accrual of interest~~benefit related to ~~unrecognized tax benefits. No tax benefit was provided on U.S. losses incurred during~~ the ~~quarter.~~expiration of the statutes of limitations for various state and foreign jurisdictions. For the three months ended ~~September~~June 30, ~~2020,~~2021, the Company recorded an income tax provision of ~~$62,~~$317, which includes a discrete income tax benefit of ~~$38.~~$440. The calculation of the overall income tax provision for the three months ended September 30, 2020 primarily consists of foreign income taxes and a discrete income tax benefit related to the expiration of the statute of limitations for a foreign jurisdiction partially offset by an accrual of interest related to unrecognized tax benefits.

The effective tax rate for the three months ended September 30, 2021 was an income tax provision of 27.0% on pretax loss of $867 compared to an income tax provision of 4.5% on a pretax loss of $1,385 in the comparable prior period. The effective tax rate for the three months ended September 30, 2021 differs from the U.S. statutory rate of 21% primarily due to a valuation allowance in the U.S. and partial valuation allowance in Italy, nondeductible foreign permanent differences, income taxed in foreign jurisdictions at varying tax rates, and an accrual of interest related to unrecognized tax benefits.

For the nine months ended September 30, 2021, the Company recorded an income tax provision of $843, which includes a discrete income tax benefit of $481. The calculation of the overall income tax provision for the nine months ended SeptemberJune 30, 2021 primarily consists of foreign income taxes and a discrete income tax benefit related to the expiration of the ~~statute~~statutes of limitations for various state and foreign jurisdictions. For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $191, which includes a discrete income tax benefit of $382. The calculation of the overall income tax benefit for the nine months ended September 30, 2020 primarily consist of foreign income taxes and a discrete income tax benefit related to the expiration of the statute of limitations for various state and foreign jurisdictions, and the settlement of the Romanian tax audit for 2017 and 2018.

The effective tax rate for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 was an income tax provision of ~~19.5%~~12.4% on a pretax ~~income~~loss of ~~$4,335~~$1,871 compared to an income tax ~~benefit~~provision of ~~1.7%~~5.6% on a pretax ~~loss~~income of ~~$11,083~~$5,682 in the comparable prior period. The effective tax rate for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 differs from the U.S. statutory rate of 21% primarily due to a valuation allowance in the U.S. ~~and~~, a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, a partial valuation allowance in Italy, nondeductible foreign permanent differences, income taxed in foreign jurisdictions at varying tax rates and a ~~decrease~~reduction in ~~unrecognized~~the uncertain tax ~~benefits~~position liability related to the expiration of the statutes of limitations for various state and foreign jurisdictions.

For the six months ended June 30, 2022, the Company recorded an income tax provision of $364, which includes a discrete income tax benefit of $200. The calculation of the overall income tax provision for the six months ended June 30, 2022 primarily consists of foreign income taxes, a discrete income tax benefit for a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, and a discrete income tax benefit related to the expiration of the statutes of limitations for various state and foreign jurisdictions. For the six months ended June 30, 2021, the Company recorded an income tax provision of $609, which includes a discrete income tax benefit of $486, primarily consisting of foreign income taxes and a discrete income tax benefit related to the expiration of the statutes of limitations for various state and foreign jurisdictions.

The effective tax rate for the six months ended June 30, 2022 was an income tax provision of 24.1% on a pretax loss of $1,509 compared to an income tax provision of 11.7% on a pretax income of $5,202 in the comparable prior period. The effective tax rate for the six months ended June 30, 2022 differs from the U.S. statutory rate of 21% primarily due to a valuation allowance in the U.S., a reduction

in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, a partial valuation allowance in Italy, nondeductible foreign permanent differences, income taxed in foreign jurisdictions at varying tax rates and a reduction in the uncertain position liability for the expiration of the statute of limitations for various state and foreign jurisdictions.

The Company’s total unrecognized tax benefits as of ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were approximately ~~$3.1~~$2.9 million and ~~$4.0~~$3.1 million, respectively. Included in the unrecognized tax benefits is a liability for the disputed Romania income tax audit assessment for tax years 2012-2016. ~~The Company settled the 2016 audit with the Italian taxing authorities. The impact of the settlement did not have a material impact on the financial statements.~~ Depending on the final resolution of the audit, the uncertain tax position liability could be higher or lower than the amount recorded at ~~September~~June 30, ~~2021.~~2022.

Basic net earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Details of the calculations are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020			2021		2020			2022			2021		2022			2021
Net income (loss) from continuing operations	$	(1,101	)	$	(1,447	)	$	3,492	$	(10,892	)
Loss from operations of discontinued operations, net of income taxes		—			(124	)		—		(832	)
Net income (loss)	$	(1,101	)	$	(1,571	)	$	3,492	$	(11,724	)	$	(2,103	)	$	5,365	$	(1,873	)	$	4,593
Net income attributable to noncontrolling interest													154			—		154			—
Net income (loss) attributable to shareholders of Manitex International, Inc.												$	(2,257	)	$	5,365	$	(2,027	)	$	4,593

Income (loss) per share
Basic
Income (loss) from continuing operations	$	(0.06	)	$	(0.07	)	$	0.18	$	(0.55	)
Loss from discontinued operations	$	—		$	(0.01	)	$	—	$	(0.04	)
Net income (loss)	$	(0.06	)	$	(0.08	)	$	0.18	$	(0.59	)	$	(0.10	)	$	0.27	$	(0.09	)	$	0.23
Net income (loss) attributable to shareholders of Manitex International, Inc.												$	(0.11	)	$	0.27	$	(0.10	)	$	0.23
Diluted
Income (loss) from continuing operations	$	(0.06	)	$	(0.07	)	$	0.17	$	(0.55	)
Loss from discontinued operations	$	—		$	(0.01	)	$	—	$	(0.04	)
Net income (loss)	$	(0.06	)	$	(0.08	)	$	0.17	$	(0.59	)	$	(0.10	)	$	0.27	$	(0.09	)	$	0.23
Net income (loss) attributable to shareholders of Manitex International, Inc.												$	(0.11	)	$	0.27	$	(0.10	)	$	0.23

Weighted average common shares outstanding
Basic		19,917,276			19,778,225			19,888,319		19,758,241			20,058,966			19,902,617		20,012,735			19,873,840

Diluted
Basic		19,917,276			19,778,225			19,888,319		19,758,241			20,058,966			19,902,617		20,012,735			19,873,840
Dilutive effect of restricted stock units and stock options		—			—			82,362		—			—			86,210		—			73,725
Basic and Dilutive		19,917,276			19,778,225			19,970,681		19,758,241			20,058,966			19,988,827		20,012,735			19,947,565

Potential shares of common stock relating to stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 274,595 and 1,906,735 for the three months ended September 30, 2021 and September 30, 2020, respectively, and 280,200 and 1,907,484 for the nine months ended September 30, 2021 and September 30, 2020, respectively.

	As of September 30,				As of June 30,
	2021		2020		2022		2021
Unvested restricted stock units		265,125		260,970	��	303,825		296,215
Options to purchase common stock		97,437		97,437		197,437		97,437
Convertible subordinated notes		—		1,549,451
		362,562		1,907,858		501,262		393,652

The Company issued shares of common stock to employees and Directors as restricted stock units issued under the Company’s 2004 and 2019 Incentive Plan ~~vested.~~vest. 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 ~~period:~~six months ended June 30, 2022:

The Company purchases shares of Common Stock from certain employees at the closing share price on the date of purchase. The stock is purchased from the employees to satisfy employees’ withholding tax obligations related to stock issuances described above. The below table summarizes shares repurchased from employees during the current year through ~~September~~June 30, ~~2021:~~2022:

The following table contains information regarding restricted stock ~~units:~~units during the current year through June 30, 2022:

The value of the restricted stock is being charged to compensation expense over the vesting period. Compensation expense includes expense related to restricted stock units of ~~$231~~$500 and ~~$215,~~$269 and ~~$789~~$728 and ~~$598~~$558 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Additional compensation expense related to restricted stock units will be ~~$229, $679,~~$488, $767 and ~~$308~~$466 for the remainder of ~~2021,~~ 2022, 2023, and 2024, respectively.

On May 3, 2022, in connection with his appointment J. Michael Coffey’s appointment as the Company’s Chief Executive Officer as of April 11, 2022, he was granted 490,000 restricted stock units that vest upon attainment of certain stock price hurdles of the Company’s

stock. The restricted stock units can only be received on an annual basis from the vesting start date. The fair value of the market conditions award was $2.2 million calculated by using the Monte Carlo Simulation based on the average of 20,000 simulation runs. The requisite service period used was three years, expected volatility was 60% and the risk-free rate of return was 2.94%. The value of the restricted stock units granted to Mr. Coffey is being charged to compensation expense over the requisite service period. Under ASC 718-10-35-2, compensation cost for the award of share-based compensation is recognized over the derived service periods (the time from the service inception date to the expected date of satisfaction) of either 12 or 24 months depending on the particular tranche based on the median number of days it takes for the award to vest in scenarios where they meet their threshold. Compensation expense related to restricted stock units was $180 for the three and six months ended June 30, 2022, respectively. Additional compensation expense related to Mr. Coffey’s restricted stock units will be $725, $991 and $269 for the remainder of 2022, 2023 and 2024, respectively.

On May 3, 2022, in connection with his appointment, Mr. Coffey was also granted 100,000 restricted stock units that vest upon a change in control in which the per share consideration for the Company’s common stock exceeds $10.00. The fair value of the market and performance conditions award was $481, calculated by using the Black-Scholes Option Pricing Model. The requisite service period used for the calculation was three years, expected volatility was 60% and the risk-free rate of return was 2.95%. The fair value of stock-based compensation for market and performance conditions will be recognized in the Company’s financial statements only if it is probable that the conditions will be satisfied.

On ~~September 1, 2019, 50,000~~May 3, 2022, in connection with his appointment, Mr. Coffey was also granted 100,000 stock options ~~were granted at $5.62~~with an exercise price of $4.13 per ~~share and~~share. The options vest ratably on each of the first three anniversary ~~dates.~~dates of Mr. Coffey’s appointment date, subject to his continued service with the Company on each vesting date. Compensation expense related to the Company’s stock options ~~were $8~~was $48 and ~~$27~~$52 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~

2022, respectively, compared to ~~$17~~$9 and ~~$59~~$19 for the comparable ~~period.~~prior periods. Additional compensation expense related to Mr. Coffey’s options will be $4$132, $159 and ~~$10 for~~$66 the remainder of ~~2021~~2022, 2023 and ~~2022,~~2024, respectively.

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

When it is probable that a loss has been incurred and it is 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 that is most likely to occur. Certain legal proceedings are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost, if any, to the 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~~asbestos-related product liability lawsuits. In certain instances, the Company is indemnified by a former owner of the product line ~~in question.~~involved. 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.

For claims originated in 2020, the Company changed its insurance coverage for worker’s compensation and no longer has a deductible 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 is reached. The Company currently has several workers’ 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 workers’ compensation claims in aggregate will have a material adverse effect on the Company.

On May 5, 2011, ~~the~~ Company entered into 2 separate settlement agreements with 2 plaintiffs. As of ~~September~~June 30, ~~2021,~~2022, the Company has a remaining obligation under ~~the~~these agreements to pay the plaintiffs ~~an aggregate of $950~~$855 without interest in 109 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 the payment period.

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

It is reasonably possible that the estimated reserve for 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.

The Company is continuing to work to resolve its two remaining material weaknesses in compliance with the previously-disclosed settlement between the Company and the SEC that was entered into in connection with the Company’s restatement of certain prior financial statements.

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,~~2022, less than $0.1 million was invoiced by ~~Crane and Machinery, Inc.~~C&M 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.

PM is a manufacturer of cranes. PM sold cranes, parts, and accessories to Tadano during ~~2020~~2022 and 2021.

Rabern rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis. Rabern sold a fixed asset to Steven Berner the general manager of Rabern in April 2022, in connection with the Rabern acquisition.

In addition, the Company became the lessee of two buildings from HTS Management LLC (“HTS”), an entity controlled by Mr. Berner, who is a key member of Rabern management. HTS operates as a holding company for property and as a single lessee leasing company for business use property for Rabern. HTS’s ongoing activities preceding and succeeding the Rabern acquisition relate to financing, purchasing, leasing and holding property leased to Rabern. Based on these activities, HTS would be subject to interest rate risk and real estate investment pricing risk related to holding the real estate as an investment. These risks represent the potential variability to be considered as passed to interest holders. Although we have a variable interest through our relationship with Mr. Berner, such variability is not passed on to Rabern in connection with the arrangement, and therefore Rabern is not the primary beneficiary of the VIE. Furthermore, all risks and benefits of the significant activities of HTS are passed to Mr. Berner directly and do not represent a direct or an indirect obligation for Rabern.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had accounts receivable and payable with related parties as shown below:

		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Accounts Receivable	Tadano	$	1	$	62	Terex (1)	$	43	$	—
	Terex		1		—
	RAM P&E (2)		11		13	RAM P&E (3)		2		—
		$	13	$	75		$	45	$	—

Accounts Payable	Terex		127		47	Terex (1)	$	35	$	23
	Tadano		10		80	Tadano (2)		119		180
		$	137	$	127		$	154	$	203
Net Related Party Accounts Payable		$	124	$	52		$	109	$	203

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:

		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
Rent paid:	Bridgeview Facility (1)		—	$	71		—	$	207	Rabern Facility (4)	$	142	$	—	$	142	$	—

Sales to:	Terex	$	1	$	7	$	43	$	35	Terex (1)	$	51	$	29	$	90	$	42
										Tadano (2)		12		12		24		140
	Tadano		13		—		153		612	RAM P&E (3)		—		33		27		87
	RAM P&E (2)		23		—		110		—	Steven Berner (5)		80		—		80		—
Total Sales		$	37	$	7	$	306	$	647		$	143	$	74	$	221	$	269


Purchases from:	Terex	$	122	$	94	$	355	$	374	Terex (1)	$	70	$	117	$	139	$	233
	Tadano		34		11		130		11	Tadano (2)		7		35		137		96
Total Purchases		$	156	$	105	$	485	$	385		$	77	$	152	$	276	$	329

On ~~August 21, 2020,~~January 12, 2022, the Company announced a restructuring plan (the “Restructuring”) that will result in the closure of its Badger facility in Winona, Minnesota. As part of the Restructuring, the Company intends to move the manufacturing of its straight mast boom cranes and aerial platforms now produced in Winona, Minnesota, to its Georgetown, Texas, facility. The Restructuring is expected to be completed during 2023.

During the three and six months ended June 30, 2022, the Company recorded less than $0.1 million of restructuring expense related to severance and travel expenses.

The following is a summary of the Company’s restructuring activities as of June 30, 2022:

As of June 30, 2022, the Company had $0.1 million classified as assets held for sale in the Condensed Consolidated Balance Sheets. These amounts relate to machinery & equipment in Winona, Minnesota, that are held for sale in connection with the Restructuring. The land and building were sold during April 2022 for approximately $1.8 million.

On April 11, 2022, Manitex entered into ~~an Asset~~a Membership Interest Purchase Agreement (the “Purchase Agreement”), with Rabern and Steven Berner. Pursuant to ~~sell Manitex Sabre, Inc. to an affiliate~~the Purchase Agreement, the Company acquired a 70% membership interest in Rabern for a purchase price of ~~Super Steel, LLC for cash proceeds of $1.5~~$26.7 million, subject to ~~certain~~the various adjustments, escrows and other provisions of the Purchase Agreement. The Rabern acquisition closed on April 11, 2022. A total of $5 million of the purchase price was held in escrow for various purposes, as described in the Purchase Agreement. Rabern is a construction equipment rental provider established in 1984 and primarily serves Northern Texas. The president and founder of Rabern, Steven Berner retains a 30% ownership interest and continues to run the operation as a stand-alone division of the Company. The purchase price is subject to adjustments based on ~~closing~~the final calculation of working capital and the net book value of the rental fleet as of the date ~~accounts receivable~~of the acquisition. The Company financed the acquisition by borrowings on the Company’s line of credit and ~~inventory. Accordingly, Manitex Sabre, Inc. is reported~~a term loan.

The acquisition of Rabern was accounted for as a ~~discontinued operation for 2020.~~

In addition to the proceeds from sale of $1.5 million in cash received, the Company may receive a maximum royalty and earnout payments of approximately $2.9 million for years 2021 thru 2023 if certain revenue criteria are met. The Company will account for the contingent consideration as a gainbusiness combination in accordance with Accounting Standards Codification ASC ~~450. Under this~~805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed in the transaction. The preliminary fair value of the consideration transferred at the acquisition date was $41.3 million. Given the timing of the closing of the acquisition and the time necessary to complete the allocation of the purchase price to the identified assets, the initial accounting for the business combination was not finalized at the time the second quarter 2022 financial statements were issued. Adjustments to the valuation of Rabern’s assets and liabilities may be materially different due to possible changes as the purchase price allocation is completed.

The financial results of Rabern beginning on April 11, 2022 are included in the Company's condensed consolidated financial statements and are reported in the Rental Equipment segment for the periods ended June 30, 2022. The amount of revenue and income from operations associated with the Rabern acquisition from the acquisition date to June 30, 2022 are included in the Company’s condensed consolidated financial statements for the periods ended June 30, 2022.

The following table summarizes the purchase price allocations for the Rabern acquisition as of June 30, 2022:

The fair value of identifiable intangible assets is determined primarily using the relief from royalty approach weand multi-period excess earnings method for trademarks and customer relationships, respectively. Fixed asset values were estimated using either the cost or market approach. Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired. The Rabern acquisition was structured as a taxable purchase of 70% of a partnership interest whereby Manitex and Mr. Berner subsequently contributed their respective membership interest in Rabern to a newly formed Delaware corporation. The partnership will ~~recognize~~

make an IRC Section 754 Election which will give Manitex Section 743(b) step-up in the ~~contingent consideration~~tax basis in ~~earnings after~~ the ~~contingency~~partnership assets for its acquired membership interest.

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of Rabern as though the acquisition had occurred as of January 1, 2021. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of January 1, 2021 or of future consolidated operating results.

The amortization adjustment for the three and six months ended June 30, 2022 and 2021 reflects the amortization resulting from the recognition of intangible assets at their fair values. The depreciation adjustment for the three and six months ended June 30, 2022 and 2021 reflects the incremental depreciation resulting from the measurement of fixed assets at their fair values. The interest expense adjustment for the three and six months ended June 30, 2022 and 2021 reflects the new revolving credit facility and term debt in connection with the acquisition of Rabern. For the three and six months ended June 30 2022, the Company recorded $1.9 million and $2.2 million of acquisition-related expenses associated with the Rabern acquisition.

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the Chief Executive Officer, who is ~~resolved.~~ also the Company’s Chief Operating Decision Maker, for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.

The Company is a leading provider of engineered lifting solutions and equipment rentals. The Company operates in 2 business segments: the Lifting Equipment segment and the Rental Equipment segment.

The Lifting Equipment segment is a leading provider of engineered lifting solutions. The Company manufactures a comprehensive line of boom trucks, articulating cranes, truck cranes and sign cranes. The Company is also a manufacturer of specialized rough terrain cranes and material handling products. Through two of its Italian subsidiaries, the Company manufacturers truck- mounted hydraulic knuckle boom cranes and a full range of precision pick and carry industrial cranes using electric, diesel and hybrid power options.

Through its recently acquired Rabern subsidiary, the ~~nine months ended September 30, 2020, cash flows provided by~~Company’s Rental Equipment segment rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis. The Company also rents equipment to homeowners for do-it-yourself projects.

The following is financial information for our two operating ~~activities was $1,649, this consisted of depreciation expense of $45, 0 purchases of fixed assets~~segments: Lifting Equipment and ~~0 amortization expense. Cash flows provided by investing activities consisted of proceeds from sale of assets was $1,610.~~Rental Equipment:

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

2020

2020

Net revenues

$
391

$
3,276

Cost of sales

628

3,594

Selling, general and administrative expenses

246

839

Interest expense

14

62

Other income

377

388

Net loss of discontinued operations before income
tax

(120
)

(831
)
Income tax expense related to
discontinued operations

4

1

Net loss on discontinued operations

$
(124
)

$
(832
)

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Net revenues
Lifting Equipment	$	63,338		$	60,045	$	123,758		$	107,213
Rental Equipment		6,239			—		6,239			—
Total revenue	$	69,577		$	60,045	$	129,997		$	107,213
Operating income (loss)
Lifting Equipment	$	(2,181	)	$	2,571	$	(1,531	)	$	2,847
Rental Equipment		511			—		511			—
Total operating income (loss)	$	(1,670	)	$	2,571	$	(1,020	)	$	2,847
Depreciation and amortization
Lifting Equipment	$	1,102		$	1,123	$	2,247		$	2,253
Rental Equipment		1,670			—		1,670			—
Total depreciation and amortization	$	2,772		$	1,123	$	3,917		$	2,253
Capital expenditures
Lifting Equipment	$	247		$	404	$	847		$	561
Rental Equipment		8,960			—		8,960			—
Total capital expenditures	$	9,207		$	404	$	9,807		$	561

	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	Lifting Equipment		Rental Equipment		Total		Lifting Equipment		Rental Equipment		Total
Net sales by country
United States	$	30,808	$	6,239	$	37,047	$	25,961	$	—	$	25,961
Italy		7,993		—		7,993		8,262		—		8,262
Canada		5,655		—		5,655		5,450		—		5,450
France		2,709		—		2,709		2,688		—		2,688
Chile		3,092		—		3,092		3,118		—		3,118
Other		13,081		—		13,081		14,566		—		14,566
Total	$	63,338	$	6,239	$	69,577	$	60,045	$	—	$	60,045

	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Lifting Equipment		Rental Equipment		Total		Lifting Equipment		Rental Equipment		Total
Net sales by country
United States	$	61,692	$	6,239	$	67,931	$	44,965	$	—	$	44,965
Italy		14,666		—		14,666		13,409		—		13,409
Canada		9,743		—		9,743		8,325		—		8,325
France		6,386		—		6,386		6,454		—		6,454
Chile		5,544		—		5,544		6,338		—		6,338
Other		25,727		—		25,727		27,722		—		27,722
Total	$	123,758	$	6,239	$	129,997	$	107,213	$	—	$	107,213

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~We are continuing to closely monitor the impact of the~~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 the 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.

~~The Company is currently experiencing supply chain disruptions and related logistical bottlenecks that have~~significantly impacted our ability to meet ~~strong industrial~~ demand for the Company’s products. While these impacts began to subside in 2021 and ~~have also,~~continue to decrease in 2022, the Company experienced, and is still experiencing, supply chain and logistic constraints and increased costs ~~related~~that negatively impact its ability to ~~shipping, warehousing,~~manufacture and working capital management. While the Company is doing everything it can to mitigate these expenses and the 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 inventoryship products 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 modified its business practices to manage expenses (including practices regarding employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences). We continue to take steps to minimize the negative impact of the COVID-19 pandemic on our business and to protect the safety of our employees and customers.

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.~~Quarterly Report on Form 10-Q.

The Company’s backlog was approximately ~~$113~~$214 million and ~~$68~~$189 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

On April 11, 2022, the Company entered into a Membership Interest Purchase Agreement to acquire a 70% membership interest in Rabern Rentals, LLC (“Rabern”), which acquisition also closed on April 11, 2022. Rabern rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis. Rabern also rents equipment to homeowners for do-it-yourself projects.

Also on April 11, 2022, the Company entered into a Commercial Credit Agreement (the “Credit Agreement”), by and among the Company, the Company’s domestic subsidiaries and Amarillo National Bank, which provides for a $40 million revolving credit facility that matures on April 11, 2024, a $30 million revolving credit facility that matures on April 11, 2024 and a $15 million term loan that matures on October 11, 2029. This new banking facility provided the funds for the Rabern acquisition and working capital facilities for both the Manitex and Rabern businesses.

In connection with the Rabern acquisition and the entry by the Company into the Credit Agreement, on April 11, 2022, the Company repaid in full all outstanding indebtedness and other amounts outstanding of approximately $12.8 million, and terminated all commitments and obligations under, its prior Loan and Security Agreement with CIBC Bank USA (the “Prior Loan Agreement”), which satisfied all of the Company’s debt obligations under the Prior Loan Agreement. The Company was not required to pay any pre-payment premiums as a result of the repayment of indebtedness under the Prior Loan Agreement. In connection with the repayment of such outstanding indebtedness by the Company, all security interests, mortgages, liens and encumbrances granted to the lenders under the Prior Loan Agreement were terminated and released.


	Three Months Ended September 30,												Three Months Ended June 30,
	2021			2020			$ Change			% Change			2022			2021			$ Change			% Change
Net revenues	$	50,935		$	36,466		$	14,469			39.7	%	$	69,577		$	60,045		$	9,532			15.9	%
Cost of sales		42,899			29,807			13,092			43.9			57,210			48,605			8,605			17.7
Gross profit		8,036			6,659			1,377			20.7			12,367			11,440			927			8.1
Operating expenses
Research and development costs		772			788			(16	)		(2.0	)		720			800			(80	)		(10.0	)
Selling, general and administrative expenses		7,419			6,462			957			14.8			11,431			8,069			3,362			41.7
Transaction costs														1,886			—			1,886			100.0
Total operating expenses		8,191			7,250			941			13.0			14,037			8,869			5,168			58.3
Operating income (loss)		(155	)		(591	)		436			(73.8	)		(1,670	)		2,571			(4,241	)		(165.0	)
Other income (expense)
Interest expense		(490	)		(825	)		335			(40.6	)		(1,068	)		(558	)		(510	)		91.4
Interest income		1			6			(5	)		(83.3	)		1			2			(1	)		(50.0	)
Gain on extinguishment of debt		—			595			(595	)		(100.0	)
Gain on Paycheck Protection Program loan forgiveness														—			3,747			(3,747	)		(100.0	)
Foreign currency transaction loss		(121	)		(229	)		108			(47.2	)		142			(85	)		227			(267.1	)
Other expense		(102	)		(341	)		239			(70.1	)
Other income (expense)														724			5			719			14,380.0
Total other income (expense)		(712	)		(794	)		82			(10.3	)		(201	)		3,111			(3,312	)		(106.5	)
Income (loss) before income taxes from continuing operations		(867	)		(1,385	)		518			(37.4	)
Income tax expense (benefit) from continuing operations		234			62			172			277.4
Net income (loss) from continuing operations	$	(1,101	)	$	(1,447	)	$	346			(23.9	)%
Income (loss) before income taxes														(1,871	)		5,682			(7,553	)		(132.9	)
Income tax expense (benefit)														232			317			(85	)		(26.8	)
Net income (loss)														(2,103	)		5,365			(7,468	)		(139.2	)
Net income attributable to noncontrolling interest														154			—			154			100.0	%
Net income (loss) attributable to shareholders of Manitex International, Inc.													$	(2,257	)	$	5,365		$	(7,622	)		-142.1	%

Three Months Ended ~~September~~June 30, ~~2021~~2022 Compared to Three Months Ended ~~September~~June 30, ~~2020~~2021

Net ~~income (loss) from continuing operations for the three-month periods ended September 30, 2021~~revenues and ~~2020~~gross profit

~~For the three months ended September 30, 2021, the Company had a net loss of $1.1~~

Net revenues increased $9.6 million ~~compared~~or 15.9% to ~~a net loss of $1.4~~$69.6 million for the three months ended ~~September~~June 30, ~~2020.~~

~~Net revenues and gross profit~~ —For the three months ended September 30, 2021, net revenues and gross profit were $50.9 million and $8.0 million, respectively. Gross profit as a percent of revenues was 15.8% for the three months ended September 30, 2021. For the three months ended September 30, 2020, net revenues and gross profit were $36.5 million and $6.6 million, respectively. Gross profit as a percent of revenues was 18.3% for the three months ended September 30, 2020.

~~Net revenues increased $14.4 million or 39.7% to $50.9 million for the three months ended September 30, 2021~~2022 from ~~$36.5~~$60.0 million for the comparable period in ~~2020.~~2021. The increase in revenues is primarily due to the acquisition of Rabern and increases in sales of straight mast cranes ~~from~~ by the Company’s ~~United States~~U.S. subsidiaries ~~and~~offset by decreases in sales of knuckle boom cranes ~~and aerial platforms from~~by the Company’s foreign subsidiaries ~~primarily due to the partial recovery~~driven by a weaker Euro, resulting in ~~the global market from the COVID-19 pandemic.~~a $4 million reduction in revenue.

Our gross profit increased ~~$1.4~~$0.9 million to ~~$8.0~~$12.4 million for the three months ended ~~September~~June 30, ~~2021~~2022 from ~~$6.6~~$11.5 million for the comparable period in ~~2020.~~2021. The increase in gross profit is attributable to increases in revenues ~~and product mix~~due to the acquisition of Rabern partially offset by higher ~~material cost due to steel surcharges and higher other~~ material costs. The decrease in gross profit percentage is primarily driven by material cost inflation due to disruptions in the supply chain and product mix ~~as lower margin products were sold and higher material cost for the three months ended September 30, 2021.~~offset by price surcharges.

Research and development ~~—Research~~— Research and development expense was ~~$0.8~~$0.7 million for the three months ended ~~September~~June 30, ~~2021 consistent with~~2022 compared to $0.8 million for the same period in ~~2020.~~2021. The Company’s research and development spending reflects our continued commitment to develop and introduce new products that give the Company a competitive advantage.

Selling, general and administrative expense ~~—SG~~— SG&A expense for the three months ended ~~September~~June 30, ~~2021~~2022 was ~~$7.4~~$11.4 million compared to ~~$6.5~~$8.1 million for the comparable period in ~~2020,~~2021, an increase of ~~$0.9~~$3.3 million. The increases are primarily related to ~~higher~~additional SG&A expense due to severance charges of $1.2 million, the acquisition of Rabern of $1.0 million, increased professional fees ~~advertising expenses, sales commissions,~~of $0.4 million, increased wages and ~~software implementation upgrades.~~benefits of $0.3 million, and stock compensation of $0.2 million.

Transaction costs — Transaction costs for the three months ended June 30, 2022 were $1.9 million related to deal costs in connection with the Rabern acquisition.

Interest expense —Interest expense was ~~$0.5~~$1.1 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$0.8~~$0.6 million for the comparable period in ~~2020.~~2021. The ~~decrease~~increase in interest expense isare due to ~~lower~~higher debt ~~driven by~~and interest rates due to the ~~pay-off of the convertible notes in December 2020~~new credit facilities and ~~principal payments made on the~~ term debt added in ~~2020.~~connection with the Rabern acquisition.

Gain on ~~extinguishment of debt~~Paycheck Protection Program loan forgiveness ~~—For~~— Gain on loan forgiveness was $3.7 million for the three months ended ~~September~~June 30, ~~2020,~~2021 due to the ~~Company paid off a portion of~~paycheck protection program loan forgiveness by the ~~PM term and unsecured debt at a 15% discount to its face value which resulted in a gain of $0.6 million.~~Small Business Administration.

Foreign currency transaction losses ~~—For~~— For the three months ended ~~September~~June 30, ~~2021,~~2022, the Company had foreign currency ~~losses~~gain of $0.1 million compared to ~~$0.2~~a loss of $0.1 million for the comparable period in ~~2020.~~2021. A substantial portion of the ~~losses~~gain relate to changes in the Chilean peso.

Other ~~expense~~income (expense) ~~—Other expense~~— Other income was ~~$0.1~~$0.7 million for the three months ended ~~September~~June 30, ~~2021~~2022, compared to ~~($0.3)~~other expense of less than $0.1 million for the comparable period in ~~2020.~~2021. The ~~decrease~~increase in other ~~expense~~income is primarily due to a ~~legal settlement in 2020.~~gain on sale of a building associated with the Badger restructuring.

Income ~~tax~~taxes — 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 deduction limitations and a technical correction to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s condensed consolidated financial statements.

For the three months ended ~~September~~June 30, ~~2021,~~2022, the Company recorded an income tax provision of $0.2 million, which includes a discrete income tax ~~expense~~benefit of ~~less than $0.01~~$0.2 million. The calculation of the overall income tax provision for the three months ended ~~September~~June 30, ~~2021~~2022 primarily consists of foreign income taxes, a discrete income tax benefit for a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, and a discrete income tax ~~expense primarily for the accrual of interest~~benefit related to ~~unrecognized tax benefits. No tax benefit was provided on U.S. losses incurred during~~ the ~~quarter.~~expiration of the statutes of limitations for various state and foreign jurisdictions. For the three months ended ~~September~~June 30, ~~2020,~~2021, the Company recorded an income tax provision of ~~$0.1~~$0.3 million, which includes a discrete income tax benefit of ~~less than $0.1~~$0.4 million. The calculation of the overall income tax provision for the three months ended ~~September~~June 30, ~~2020~~2021 primarily consists of foreign income taxes and a discrete income tax benefit related to the expiration of the ~~statute~~statutes of limitations for avarious state and foreign ~~jurisdiction partially offset by an accrual of interest related to unrecognized tax benefits.~~jurisdictions.

The effective tax rate for the three months ended ~~September~~June 30, ~~2021~~2022 was an income tax provision of ~~27.0%~~12.4% on a pretax loss of ~~$0.9~~$1.9 million compared to an income tax provision of ~~4.5%~~5.6% on a pretax ~~loss~~income of ~~$1.4~~$5.7 million in the comparable prior period. The effective tax rate for the three months ended ~~September~~June 30, ~~2021~~2022 differs from the U.S. statutory rate of 21% primarily due to ~~the~~a valuation allowance in the U.S. ~~and~~, a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, a partial valuation allowance in Italy, nondeductible foreign permanent differences, income taxed in foreign jurisdictions at varying tax rates and ~~an accrual~~a reduction in the uncertain position liability for the expiration of ~~interest related to unrecognized tax benefits.~~

													Six Months Ended June 30,
	Nine Months Ended September 30,												2022			2021			$ Change			% Change
	2021			2020			$ Change			% Change
Net revenues	$	158,148		$	122,314		$	35,834			29.3	%	$	129,997		$	107,213		$	22,784			21.3	%
Cost of sales		129,867			99,877			29,990			30.0			107,505			86,968			20,537			23.6
Gross profit		28,281			22,437			5,844			26.0			22,492			20,245			2,247			11.1
Operating expenses
Research and development costs		2,357			2,246			111			4.9			1,436			1,585			(149	)		(9.4	)
Selling, general and administrative expenses		23,232			21,226			2,006			9.5			19,877			15,813			4,064			25.7
Impairment of intangibles		—			6,722			(6,722	)		(100.0	)
Transaction costs														2,199			—			2,199			100.0
Total operating expenses		25,589			30,194			(4,605	)		(15.3	)		23,512			17,398			6,114			35.1
Operating income (loss)		2,692			(7,757	)		10,449			(134.7	)		(1,020	)		2,847			(3,867	)		(135.8	)
Other income (expense)
Interest expense		(1,573	)		(2,833	)		1,260			(44.5	)		(1,573	)		(1,083	)		(490	)		45.2
Interest income		7			80			(73	)		(91.3	)		3			6			(3	)		(50.0	)
Gain on Paycheck Protection Program loan forgiveness		3,747			—			3,747			100.0			-			3,747			(3,747	)		(100.0	)
Gain on extinguishment of debt		—			595			(595	)		(100.0	)
Foreign currency transaction loss		(421	)		(671	)		250			(37.3	)		93			(300	)		393			(131.0	)
Other expense		(117	)		(497	)		380			(76.5	)
Other income (expense)														988			(15	)		1,003			(6,686.7	)
Total other income (expense)		1,643			(3,326	)		4,969			(149.4	)		(489	)		2,355			(2,844	)		(120.8	)
Income (loss) before income taxes from continuing operations		4,335			(11,083	)		15,418			(139.1	)
Income tax expense (benefit) from continuing operations		843			(191	)		1,034			(541.4	)
Net income (loss) from continuing operations	$	3,492		$	(10,892	)	$	14,384			(132.1	)%
Income (loss) before income taxes														(1,509	)		5,202			(6,711	)		(129.0	)
Income tax expense (benefit)														364			609			(245	)		(40.2	)
Net income (loss)														(1,873	)		4,593			(6,466	)		(140.8	)
Net income attributable to noncontrolling interest														154			—			154			100.0	%
Net income (loss) attributable to shareholders of Manitex International, Inc.													$	(2,027	)	$	4,593		$	(6,620	)		-144.1	%

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

~~Net income (loss) from continuing operations for the nine-month periods ended September 30, 2021 and 2020~~

~~For the nine months ended September 30, 2021 the Company had a net income of $3.5 million compared to a net loss of $10.9 million for the nine months ended September 30, 2020.~~

Net revenues and gross profit —For the nine months ended September 30, 2021, net revenues and gross profit were $158.1 million and $28.3 million, respectively. Gross profit as a percent of revenues was 17.9% for the nine months ended September 30, 2021. For the nine months ended September 30, 2020, net revenues and gross profit were $122.3 million and $22.4 million, respectively. Gross profit as a percent of revenues was 18.3% for the nine months ended September 30, 2020.

Net revenues increased ~~$35.8~~$22.8 million or ~~29.3%~~21.3% to ~~$158.1~~$130.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 from ~~$122.3~~$107.2 million for the comparable period in ~~2020.~~2021. The increase in revenues is primarily due to increases in sales of straight mast cranes ~~from~~ by the Company’s ~~United States~~U.S. subsidiaries, the acquisition of Rabern, and ~~increases~~increased sales of aerial platforms offset by decreases in sales of knuckle boom cranes ~~and aerial platforms from~~by the Company’s foreign subsidiaries ~~primarily due to the partial recovery in the global market from the COVID-19 pandemic and a favorable impact~~driven by ~~a stronger~~weaker Euro, which ~~accounted for approximately $5.6 million.~~ resulted in a $6.5 million reduction in revenue.

Our gross profit increased ~~$5.8~~$2.3 million to ~~$28.3~~$22.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021 compared to~~2022 from $20.2 million for the ~~prior~~comparable period in ~~2020.~~2021. The increase in gross profit is attributable to increases in revenues and ~~product mix~~the acquisition of Rabern partially offset by higher material ~~cost due to steel surcharges and higher other material~~ costs. The decrease in gross profit percentage is primarily driven by material cost inflation due to disruptions in the supply chain and product mix ~~as lower margin products were sold and higher material cost for the nine months ended September 30, 2021.~~offset by price surcharges.

Research and development ~~—Research~~— Research and development expense was ~~$2.4~~$1.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared ~~with $2.2~~to $1.6 million for the same period in ~~2020.~~2021. The Company’s research and development spending reflects our continued commitment to develop and introduce new products that give the Company a competitive advantage.

Selling, general and administrative expense ~~—SG~~— SG&A expense for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$23.2~~$19.9 million compared to ~~$21.2~~$15.8 million for the comparable period in ~~2020,~~2021, an increase of ~~$2.0~~$4.1 million.The increases are primarily related to additional SG&A expense due to severance charges of $1.2 million, the Rabern acquisition of $1.0 million, increased professional fees of $0.7 million, increased wages and benefits of $0.4 million, higher ~~bonus accrual in 2021, higher~~amortization expense of $0.3 million, and stock compensation ~~expense, higher professional fees, higher advertising, higher sales commissions, aided by an unfavorable impact~~ of ~~a stronger euro, which accounted~~$0.2 million.

Transaction costs — Transaction costs for ~~approximately $0.7 million offset by trade show expenses that did not recur in 2021.~~

~~Impairment of goodwill and intangibles-~~ ~~For~~ the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 were $2.2 million related to deal cost in connection with the Company had no impairment of goodwill or intangibles compared to $6.7 million for the nine months ended September 30, 2020. The impairment in 2020 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.Rabern acquisition.

Interest expense ~~—Interest~~— Interest expense was $1.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$2.8~~$1.1 million for the comparable period in ~~2020.~~2021. The ~~decrease~~increase in interest expense isare due to ~~lower~~higher debt ~~driven by~~and interest rates due to the ~~pay-off of the convertible notes in December 2020~~new credit facilities and ~~principal payments made on the~~ term debt added in ~~2020.~~connection with the Rabern acquisition.

Gain on Paycheck Protection Program loan forgiveness ~~—Gain~~— Gain on loan forgiveness was $3.7 million for the ~~nine~~six months ended ~~September~~June 30, 2021 due to the paycheck protection program loan forgiveness 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.Small Business Administration.

~~Gain on extinguishment of debt~~ ~~—For the nine months ended September 30, 2020, the Company paid off a portion of the PM term and unsecured debt at a 15% discount to its face value which resulted in a gain of $0.6 million.~~

Foreign currency transaction losses ~~—For~~— For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company had foreign currency losses of ~~$0.4~~$0.1 million compared to ~~$0.7~~$0.3 million for the comparable period in ~~2020.~~2021. A substantial portion of the losses relate to changes in the ~~Argentinian peso and British pound.~~Chilean peso.

Other ~~expense~~income (expense) —Other ~~expense~~income was ~~$0.1~~$1.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$0.5~~other expense of less than $0.1 million for the comparable period in ~~2020.~~2021. The ~~decrease~~increase in other ~~expense~~income is primarily due to a ~~legal settlement in 2020.~~gain on sale of a building associated with the Badger restructuring and the reversal of a previously recorded contingent liability consideration.

Income ~~tax~~taxes — ~~On March 27, 2020,~~For the ~~“Coronavirus Aid, Relief~~six months ended June 30, 2022, the Company recorded an income tax provision of $0.4 million, which includes a discrete income tax benefit of $0.2 million. The calculation of the overall income tax provision for the six months ended June 30, 2022 primarily consists of foreign income taxes, a discrete income tax benefit for a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, and ~~Economic Security (CARES) Act” was enacted. The CARES Act, among other things, includes provisions relating to net operating loss carrybacks, alternative minimum~~a discrete income tax ~~credit refunds, a modification~~benefit related to the ~~net interest deduction~~expiration of the statutes of limitations for various state and ~~a technical correction to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s condensed consolidated financial statements.~~

foreign jurisdictions. For the ~~nine~~six months ended ~~September~~June 30, 2021, the Company recorded an income tax provision of ~~$0.9~~$0.6 million, which includes a discrete income tax benefit of less than $0.5 million. The calculation of the overall income tax provision for the ~~nine~~six months ended ~~September~~June 30, 2021 primarily consists of foreign income taxes and a discrete income tax benefit related to the expiration of the ~~statute~~statutes of limitations for various state and foreign jurisdictions. For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $0.2 million, which includes a discrete income tax benefit of $0.4 million. The calculation of the overall income tax benefit for the nine months ended September 30, 2020 primarily consist of foreign income taxes and a discrete income tax benefit related to the expiration of the statute of limitations for various state and foreign jurisdictions, and the settlement of the Romanian tax audit for 2017 and 2018.

The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was an income tax provision of ~~19.5%~~24.1% on pretax ~~income~~loss of ~~$4.3~~$1.5 million compared to an income tax ~~benefit~~provision of ~~1.7%~~11.7% on a pretax ~~loss~~income of ~~$11.1~~$5.2 million in the comparable prior period. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 differs from the U.S. statutory rate of 21% primarily due to a valuation allowance in the U.S. ~~and~~, a reduction in the valuation allowance recorded against state tax credits in connection with the Rabern acquisition, a partial valuation allowance in Italy, nondeductible foreign permanent differences, income taxed in foreign jurisdictions at varying tax rates, and a ~~decrease~~reduction in ~~unrecognized tax benefits related to~~the uncertain position liability for the expiration of the statute of limitations for various state and foreign ~~jurisdictions, and the tax effects of settling the Romanian tax audit for 2017 and 2018.~~

The ultimate duration and severity of the COVID-19 pandemic remains highly uncertain at this time. Accordingly, its impact on the global economy generally and our customers and suppliers specifically, as well as the potential negative financial impact to our results

of operations and liquidity position cannot be reasonably estimated at this time, but could 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.

~~Cash, cash equivalents and restricted cash were $17.6 million~~On April 11, 2022, ~~and $17.4 million~~ ~~at September 30, 2021 and December 31, 2020. In addition,~~ the Company ~~has a U.S. revolving~~entered into an $85 million credit facility with Amarillo National Bank consisting of a ~~maturity date~~working capital facility of ~~July 20, 2023.~~$40 million, working capital facility of $30 million, and $15 million term loan facility. This new banking facility provided the funds for the Rabern acquisition and working capital facilities for both the Manitex and Rabern businesses. At ~~September~~June 30, ~~2021, the Company had approximately $10.7 million available to borrow under its U.S. revolving credit facility.~~

~~At September 30, 2021,~~2022, the PM Group had established working capital facilities with five Italian, one Spanish and ~~eleven~~twelve South American banks. Under these facilities, the PM Group can borrow ~~$21.8~~$19.7 million against orders, invoices and letters of credit.

Cash, cash equivalents and restricted cash were $16.8 millionand $21.6 million at June 30, 2022 and December 31, 2021. At

~~September~~ June 30, ~~2021,~~2022, the ~~PM Group~~Company had global liquidity of approximately $42 million based on the cash balance and availability under ~~these facilities of $5.0 million.~~its working capital facilities. Future advances are dependent on having available collateral.

If our revenues were to increase significantly in the future, the provision limiting borrowing against accounts receivable and inventory would limit future borrowings. If this were to occur, we would attempt to negotiate higher inventory caps with our banks. There is, however, no assurance that the banks would agree to increase the caps.

The Company expects cash flows from operations and existing availability under the current revolving credit and working capital facilities will be adequate to fund future operations. If, in the future, we were to determine that additional funding is necessary, we believe that it would be available. There is, however, no assurance that such financing will be available or, if available, on acceptable terms.

At June 30, 2022, two customers accounted for approximately 10.8% and 10.5% of the Company's accounts receivable. At December 31, 2021, no customer accounted for 10% or more of the Company’s accounts receivable.

Cash flows for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2021~~2022 compared to the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2020~~2021

Operating Activities - For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, cash flow used in operating activities was $7.8 million compared to cash provided by operating activities ~~was $4.3 million compared to $6.6~~of $5.2 million for the same period in the prior year. Cash used by working capital was $6.0 million for the six months ended June 30, 2022 compared to cash provided by working capital ~~was $0.4 million for the nine months ended September 30, 2021 compared to $4.8~~of $1.3 million for the same period in the prior year. The change in accounts receivable used $1.6 million in cash for the nine months ended September 30, 2021 compared to $5.8 million cash provided for the same period in the prior year. Effective accounts payable management generated $10.9 million in cash for the first nine months of 2021 compared to $1.8 million used in cash for the same period in the prior year. Inventory represented a cash outflow of $8.9 million for the first nine months of 2021 compared to $0.7 million cash inflow for the same period in the prior year. During April 2020, the Company was granted $3.7 million from a bank under the Paycheck Protection Program. During June 2021, the Company’s loan was forgiven for the entire $3.7 million balance.

Investing Activities - Cash used in investing activities was ~~$0.7~~$46.5 million in the first ~~nine~~six months of ~~2021,~~2022, compared to ~~$1.0~~$0.6 million ~~provided by~~used in investing activities in the same period a year ago. Cash used in the ~~nine-month~~six-month period ended ~~September~~June 30, 2022 was related to cash payments for the Rabern acquisition of $38.4 million, property and equipment of $9.8 million offset by $1.8 million in proceeds from the sale of the Badger facility. Cash used in the six-month period ended June 30, 2021 was related to cash payments for property and equipment and investment in intangibles. Cash provided by investing activities in the nine-month period ended September 30, 2020 related to proceeds from the sale of Sabre offset by cash payments property and equipment.

Financing Activities - Cash provided by financing activities was an inflow of $51.8 million for the six months ended June 30, 2022 which included an increase in borrowings on the revolving credit facility in connection with the Rabern acquisition of $46.7 million, borrowings on the term loan in connection with the Rabern acquisition of $15.0 million, working capital borrowing of $3.4 million and borrowings for insurance agreements and finance leases of $0.9 million, offset by repayment of previous revolving credit facility of $12.8 million and notes of $0.8 million. Cash used in financing activities was an outflow of ~~$1.9~~$3.8 million for the ~~nine~~six months ended ~~September~~June 30, 2021 which included a decreasein working capital borrowing of ~~$1.3~~$3.7 million and repayments of notes of ~~$1.1 million, and payments on capital lease obligations of $0.3~~$0.7 million offset by borrowings for insurance agreements of $0.7 million. Cash used in financing activities was an outflow of $8.4 million for the nine months ended September 30, 2020, which included repayments of the convertible debt of $7.0 million, note payments of $5.9 million and ~~repayments~~payments on ~~the revolving credit facility~~capital lease obligations of ~~$3.5 million offset borrowings on the revolving credit facility of $8.5~~$0.2 million.

CIBC has issued 2 standby letters of credit at September 30, 2021. The first standby letter of credit is $0.2 million in favor of an insurance carrier to secure obligations which may arise in connection with future deductible payments that may be incurred under the Company’s worker’s compensation insurance policies. The second standby letter of credit is less than $0.1 million in favor of a governmental agency to secure obligations which may arise in connection with worker’s compensation claims.

~~See Note 16, Transactions between the Company and Related Parties, in the accompanying Condensed Consolidated Financial Statements for a description of the Company’s related party transactions.~~

The Company’s critical accounting policies have not materially changed since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 was filed. See Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021 for a discussion of the Company’s critical accounting policies.

~~See Note 2, in the accompanying Condensed Consolidated Financial Statements for a summary of recently issued accounting standards.~~

~~The Company’s market risk disclosures have not materially changed since the Annual Report on Form 10-K~~Not required for the fiscal year ended December 31, 2020 was filed. The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.Smaller Reporting Companies.

With the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) and under the supervision of the Audit Committee of the Board of Directors, our 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 ~~September~~June 30, 2021. Our management’s evaluation has identified certain material weaknesses in its internal control over financial reporting as further described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2022. Based on ~~the~~that evaluation, ~~of these material weaknesses,~~ our Chief Executive Officer and Chief Financial Officer ~~have~~ concluded that ~~the Company’s~~our disclosure controls and procedures, ~~were not effective~~ as of ~~September~~June 30, ~~2021 to ensure~~2022, were effective and provided reasonable assurance that the information required to be disclosed ~~by the Company~~ in the reports that ~~it files~~we file or ~~submits~~submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and ~~forms. Despite the existence of these material weaknesses, our Chief Executive Officer~~forms, and ~~Chief Financial Officer have concluded~~ that ~~the condensed consolidated financial statements in this Quarterly Report fairly present, in all material respects, our financial position, results of operations~~such information is accumulated and ~~cash flows~~communicated to management as ~~of the dates, and for the periods, presented, in conformity with GAAP.~~

~~Internal Control over Financial Reporting~~appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have determined that there were deficiencies in our internal control over financial reporting that constitute material weaknesses, as defined by SEC regulations, at September 30, 2021, with respect to procedures for:

Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting and disclosure controls and procedures, as defined by SEC regulations, were not effective at September 30, 2021.

During 2021, management continued to invest significant time and effort to remediate the remaining two material weaknesses identified in 2018. The Company continued to progress on implementing Enterprise Resource Planning (“ERP”) software in the Company’s U.S. subsidiaries. In Italy, the Company is working towards the implementation of a new ERP system. In addition, the Company continued to progress on the remediation of the remaining control deficiencies, as discussed further below.

Other than the changes disclosed above, there were no changes in internal control over financial reporting (as defined by Rules 13a-15 and 15d-15) that occurred during the nine months ended September 30, 2021, that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

~~Plan for Remediation of the Material Weaknesses~~Changes in Internal Control Over Financial Reporting

~~Management has been actively engaged in the planning~~The Company's management is responsible for establishing and implementation of, remediation efforts to address the remaining 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 overall financial control environment. Management’s ongoing actions and planned actions for fiscal year 2021 to further address these issues include:

Management continues to execute on the plan that has been provided to the audit committee for the implementation of the foregoing remedial measures (to the extent not already completed) and the audit committee will continue to monitor the anticipated timetable. Management continues to monitor completion of actions as outlined in the plan and have been providing updates to the audit committee on a periodic basis.In addition, under the direction of the audit committee, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as policies and procedures to improve the overall effectiveness ofmaintaining adequate internal control over financial ~~reporting.~~

~~Management believes~~reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the ~~measures described above will remediate the control deficiencies~~period covered by this report, the Company ~~has identified and strengthen~~made no changes that have materially affected, or that are reasonably likely to materially affect, its internal control over financial reporting. Management is committed to continuous improvement of 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.

The information set forth in Note 15 (Legal Proceedings and Other Contingencies) to the accompanying Condensed Consolidated Financial Statements included in Part I. Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q is incorporated herein by reference.

AsExcept as set forth below, as of the date of this filing, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, ~~2020.~~2021.

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

Additionally, changes to the United States’ participation in, withdrawal from, renegotiation of certain international trade agreements or other major trade related issues including the non-renewal of expiring favorable tariffs granted to developing countries, tariff quotas and retaliatory tariffs, trade sanctions, new or onerous trade restrictions, embargoes and other stringent government controls could have a material adverse effect on our business, 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.

In connection with the ongoing war between Russia and Ukraine, the U.S. government has imposed enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia. The Company is not accepting orders from Russia at this time. This region does not represent a material portion of our international operations, and we do not rely on any material goods from suppliers in the region. However, the fluidity and continuation of the conflict may result in additional economic sanctions and other impacts which could have a negative impact on the Company’s financial condition, results of operations and cash flows. These include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on raw materials and energy and heightened cybersecurity threats.

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’s ~~credit agreement~~Credit Agreement with ~~CIBC~~Amarillo National Bank directly restricts the Company’s ability to declare or pay dividends without ~~CIBC’s~~Amarillo’s consent. In addition, pursuant to the Company’s ~~credit agreement~~Credit Agreement with ~~CIBC and other lenders,~~Amarillo National Bank, the ~~Company~~Company’s U.S. subsidiaries must maintain a debt service coverage ratio of at least 1.25:1.00 and a net worth for U.S. entities of at least $80 million, each as ~~specified in~~measured on the ~~agreements certain fixed coverage ratios and debt to EBITDA ratios.~~last date of each calendar quarter, beginning June 30, 2022.

See the Exhibit Index set forth below for a list of exhibits included with this Quarterly Report on Form 10-Q.

Pursuant to the requirements 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.

Michigan		42-1628978
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

9725 Industrial Drive, Bridgeview, Illinois		60455
(Address of Principal Executive Offices)		(Zip Code)

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

PART I:		FINANCIAL INFORMATION		4

ITEM 1: Financial Statements (Unaudited)				4

		Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021	4

	��	Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021		5

		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021		6

		Condensed Consolidated Statement of Shareholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021		7

		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021		8

		Notes to Condensed Consolidated Financial Statements		9

ITEM 2: Management’s Discussion And Analysis Of Financial Condition And Results Of Operations				30

ITEM 3: Quantitative And Qualitative Disclosures About Market Risk				3635

ITEM 4: Controls And Procedures				3635

PART II:		OTHER INFORMATION		3836

ITEM 1: Legal Proceedings				3836

ITEM 1A: Risk Factors				3836

ITEM 2: Unregistered Sales Of Equity Securities And Use Of Proceeds				3837

ITEM 3: Defaults Upon Senior Securities				3837

ITEM 4: Mine Safety Disclosures				3837

ITEM 5: Other Information				3837

ITEM 6: Exhibits				3837

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Valla Contingent Consideration
Liabilities:
Balance at January 1, 2021	$	224
Effect of change in exchange rates		(12	)
Balance at September 30, 2021	$	212

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Valla Contingent Consideration
Liabilities:
Balance at January 1, 2022	$	207
Change in contingent liability consideration		(202	)
Effect of changes in exchange rates		(5	)
Balance at June 30, 2022	$	—

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☐

	Fair Value at September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Forward currency exchange contracts	$	—	$	118	$	—	$	118
Total current assets at fair value	$	—	$	118	$	—	$	118
Liabilities:
Valla contingent consideration	$	—	$	—	$	212	$	212
Total recurring liabilities at fair value	$	—	$	—	$	212	$	212

	Fair Value at December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Valla contingent consideration	$	—	$	—	$	224	$	224
Forward currency exchange contracts		—		267		—		267
Total liabilities at fair value	$	—	$	267	$	224	$	491

	Fair Value at June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Forward currency exchange contracts	$	—	$	121	$	—	$	121
Total current assets at fair value	$	—	$	121	$	—	$	121

	Fair Value at December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Forward currency exchange contracts	$	—	$	75	$	—	$	75
Total current assets at fair value	$	—	$	75	$	—	$	75
Liabilities:
Valla contingent consideration	$	—	$	—	$	207	$	207
Total liabilities at fair value	$	—	$	—	$	207	$	207

	Total
Balance January 1, 2021	$	27,472
Effect of change in exchange rates		(996	)
Balance September 30, 2021	$	26,476

	June 30, 2022			December 31, 2021
U.S. Credit Facilities	$	46,700		$	12,800
U.S Term Loan		15,000			—
Italy Short-Term Working Capital Borrowings		17,809			15,676
Italy Group Term Loan		11,536			12,472
Other		409			342
Total debt		91,454			41,290
Less: Debt issuance costs		(119	)		(83	)
Debt, net of issuance costs	$	91,335		$	41,207

Date of Issue	Employees or Director	Shares Issued		Value of Shares Issued
January 1, 2021	Employee		3,300	$	5.16
March 6, 2021	Directors		7,920		7.43
March 6, 2021	Employees		24,923		7.43
March 8, 2021	Directors		12,000		7.73
March 8, 2021	Employee		2,000		7.73
March 13, 2021	Directors		18,060		8.29
March 13, 2021	Employees		17,680		8.29
June 3, 2021	Directors		5,940		7.29
August 14, 2021	Directors		9,900		6.96
September 1, 2021	Employee		16,500		8.22
			118,223	$	7.78

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
		6,183

	~~September~~June 30, ~~2021~~2022
Outstanding on January 1, ~~2021~~2022		~~242,586~~286,227
Units granted during the period		~~147,800~~194,000
Vested and issued		(~~112,040~~137,767	)
Vested-issued and repurchased for income tax withholding		(~~6,183~~29,654	)
Forfeited		(~~7,038~~8,981	)
Outstanding on ~~September~~June 30, ~~2021~~2022		~~265,125~~303,825

	Grant date 5/3/2022
Dividend yields		—
Expected volatility		55.0	%
Risk free interest rate		3.02	%
Expected life (in years)		6
Fair value of the option granted	$	4.13

	For the Six Months Ended June 30,
	2022
Balance at beginning of period	$	—
Restructuring expense		61
Balance at end of period	$	61


Total purchase consideration:
Consideration	$	26,737
Revolving loan payoff		14,604
Net purchase consideration		41,341
Allocation of consideration to assets acquired and liabilities assumed:
Cash		2,975
Net working capital		3,758
Other current assets		419
Fixed assets		27,658
Customer relationships		4,500
Trade name and trademarks		1,200
Goodwill		13,065
Deferred tax liability		(2,496	)
Other current liabilities		(774	)
Total fair value of assets acquired		50,305
Less: noncontrolling interests, net of taxes		8,964
Net assets acquired	$	41,341

	For the Three Months Ended September 30,			For the Nine Months Ended September 30,
	2020			2020
Net revenues	$	391		$	3,276
Cost of sales		628			3,594
Selling, general and administrative expenses		246			839
Interest expense		14			62
Other income		377			388
Net loss of discontinued operations before income tax		(120	)		(831	)
Income tax expense related to discontinued operations		4			1
Net loss on discontinued operations	$	(124	)	$	(832	)

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1—April 30, 2022		12,300	$	7.39		—		—
May 1—May 31, 2022		—		—		—		—
June 1—June 30, 2022		—		—		—		—
		—	$	—		—		—

Exhibit Number		Exhibit Description

10.1		Restricted Stock Unit Award Agreement between Manitex International, Inc. and J. Michael Coffey, dated May 3, 2022 (Service-Based Vesting) (incorporated by reference to Exhibit 10.1 to the Form S-8 filed on June 3, 2022).

10.2		Restricted Stock Unit Award Agreement between Manitex International, Inc. and J. Michael Coffey, dated May 3, 2022 (Stock Price-Based Vesting) (incorporated by reference to Exhibit 10.2 to the Form S-8 filed on June 3, 2022).

10.3		Restricted Stock Unit Award Agreement between Manitex International, Inc. and J. Michael Coffey, dated May 3, 2022 (Change In Control-Based Vesting) (incorporated by reference to Exhibit 10.3 to the Form S-8 filed on June 3, 2022).

10.4		Non-Qualified Stock Option Award Agreement between Manitex International, Inc. and J. Michael Coffey, dated May 3, 2022 (incorporated by reference to Exhibit 10.4 to the Form S-8 filed on June 3, 2022).

31.1*		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

104		Cover Page Interactive Data File-The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

		By:		/s/ ~~STEVE FILIPOV~~MICHAEL COFFEY
				~~Steve Filipov~~Michael Coffey
				Chief Executive Officer ~~and Director~~
				(Principal Executive Officer)