UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
Large accelerated filer |
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Emerging growth company |
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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
The number of shares of the registrant’s common stock, no par, outstanding at May 2, 2023 was
MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES
GENERAL
This Quarterly Report on Form 10-Q filed by Manitex International, Inc. speaks as of March 31, 2023 unless specifically noted otherwise. Unless otherwise indicated, Manitex International, Inc., together with its consolidated subsidiaries, is hereinafter referred to as “Manitex,” the “Registrant,” “us,” “we,” “our” or the “Company.”
Forward-Looking Information
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, 2022, in the section entitled “Item 1A. Risk Factors”:
1
The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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.
2
MANITEX INTERNATIONAL, INC.
FORM 10-Q INDEX
TABLE OF CONTENTS
3
PART 1—FINANCIAL INFORMATION
Item 1—Financial Statements
MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
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March 31, |
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December 31, |
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ASSETS |
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Current assets |
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Cash |
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$ |
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$ |
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Cash – restricted |
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Trade receivables (net) |
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Other receivables |
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Related party receivable (net) |
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— |
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Inventory (net) |
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Prepaid expense and other current assets |
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Assets held for sale |
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Total current assets |
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Total fixed assets, net of accumulated depreciation of $ |
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Operating lease assets |
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Intangible assets (net) |
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Goodwill |
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Deferred tax assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Related party payables (net) |
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— |
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Notes payable |
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Current portion of finance lease obligations |
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Current portion of operating lease obligations |
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Customer deposits |
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Total current liabilities |
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Long-term liabilities |
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Revolving term credit facilities (net) |
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Notes payable (net) |
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Finance lease obligations (net of current portion) |
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Operating lease obligations (net of current portion) |
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Deferred gain on sale of property |
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Deferred tax liability |
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Other long-term liabilities |
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Total long-term liabilities |
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Total liabilities |
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and contingencies |
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Equity |
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Preferred Stock—Authorized |
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Common Stock— |
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Paid in capital |
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Retained deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Equity attributable to shareholders of Manitex International, Inc. |
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Equity attributed to noncontrolling interest |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these financial statements
4
MANITEX INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for share and per share amounts)
(Unaudited)
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Three Months Ended |
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2023 |
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2022 |
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Net revenues |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating expenses |
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Research and development costs |
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Selling, general and administrative expenses |
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Total operating expenses |
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Operating income (loss) |
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Other income (expense) |
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Interest expense |
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( |
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( |
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Interest income |
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— |
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Foreign currency transaction gain (loss) |
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( |
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Other income (expense) |
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( |
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Total other income (expense) |
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( |
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( |
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Income (loss) before income taxes |
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Income tax expense |
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Net income (loss) |
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( |
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Net income (loss) attributable to noncontrolling interest |
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( |
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— |
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Net income (loss) attributable to shareholders of |
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$ |
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$ |
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Income (loss) per share |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average common shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these financial statements
5
MANITEX INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
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Three Months Ended |
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2023 |
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2022 |
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Net income (loss) |
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$ |
( |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation gain (loss) |
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( |
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Total other comprehensive income (loss) |
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( |
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Comprehensive income (loss) |
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( |
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Comprehensive income (loss) attributable to noncontrolling interest |
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( |
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— |
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Total comprehensive income (loss) attributable to shareholders of |
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$ |
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$ |
( |
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The accompanying notes are an integral part of these financial statements
6
MANITEX INTERNATIONAL, INC.
(In thousands, except share amounts)
(Unaudited)
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Outstanding |
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Common |
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APIC |
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Retained |
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AOCI |
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Noncontrolling |
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Total |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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( |
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( |
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Gain on foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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Employee incentive plan issuance |
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( |
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— |
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— |
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— |
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— |
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Repurchase to satisfy withholding and |
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( |
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( |
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— |
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— |
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— |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
— |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Loss on foreign currency translation |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Employee incentive plan issuance |
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( |
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— |
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— |
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— |
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— |
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Repurchase to satisfy withholding and |
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( |
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( |
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— |
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— |
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— |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
— |
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$ |
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The accompanying notes are an integral part of these financial statements
7
MANITEX INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Three months ended March 31, |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to cash used in operating activities: |
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Depreciation and amortization |
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Changes in allowances for credit losses |
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Changes in inventory reserves |
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( |
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Deferred income taxes |
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( |
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( |
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Amortization of deferred debt issuance costs |
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Amortization of debt discount |
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Gain on forward currency contract |
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( |
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( |
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Gain on disposal of assets |
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( |
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— |
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Share-based compensation |
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Adjustment to deferred gain on sales and lease back |
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( |
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( |
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Changes in operating assets and liabilities: |
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(Increase) decrease in accounts receivable |
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(Increase) decrease in other receivables |
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(Increase) decrease in inventory |
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( |
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( |
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(Increase) decrease in prepaid expenses |
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( |
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Increase (decrease) in other assets |
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— |
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( |
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Increase (decrease) in accounts payables and related party payables |
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Increase (decrease) in accrued expenses |
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Increase (decrease) increase in other current liabilities |
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( |
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( |
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Increase (decrease) in other long-term liabilities |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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( |
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Investment in intangible assets |
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( |
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( |
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Proceeds from sale of assets |
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— |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Net borrowings on revolving term credit facilities |
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— |
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Net borrowings (repayments) on working capital facilities |
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( |
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New borrowings—other |
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— |
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Note payments |
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( |
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( |
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Shares repurchased for income tax withholding on share-based compensation |
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( |
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( |
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Payments on finance lease obligations |
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( |
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( |
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Net cash provided by financing activities |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Effect of exchange rate changes on cash |
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( |
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Cash, cash equivalents and restricted cash at the beginning of the year |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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See Note 1 for supplemental cash flow disclosures |
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The accompanying notes are an integral part of these financial statements
8
MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
1. Nature of Operations and Basis of Presentation
The unaudited Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 and the related Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 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, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from our audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).
The Company is a leading provider of engineered lifting solutions and equipment rentals. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. Following the completion of the Rabern acquisition the Company reports in
On April 11, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”), with Rabern Rentals, LLC (“Rabern”) and Steven Berner, as owner of
Lifting Equipment Segment
Manitex markets a comprehensive line of boom trucks, truck cranes, aerial platforms, electrical industrial cranes and utility vehicles. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration, energy distribution and infrastructure development, including roads, bridges and commercial construction and the tree care industry. The Company previously announced the closing of the Badger reporting unit which is expected to be finalized in mid-2023.
PM Oil and Steel S.p.A. (“PM” or “PM Group”), 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
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. Crane and Machinery Leasing, Inc. rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.
Rental Equipment Segment
The Company’s majority-owned subsidiary, Rabern, 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. Rabern has
COVID-19 Pandemic
We are continuing to closely monitor the impact of the COVID-19 pandemic and other economic conditions, including inflation, interest rate increases and various geopolitical factors, on all aspects of our business, including how these factors are impacting our customers,
9
employees, supply chain, and distribution network, as well as the demand for our products in the industries and markets that we serve. While COVID-19 and these other economic factors have had a material impact on our past financial results, we are unable to predict the ultimate impact that they may have on our business, future results of operations, financial position or cash flows. The extent to which our operations may be impacted by these factors will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. 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 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 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, 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. 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).
Supplemental Cash Flow Information
Transactions for the periods ended March 31, 2023 and 2022 are as follows:
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Interest received in cash |
|
$ |
- |
|
|
$ |
|
|
Interest paid in cash |
|
|
|
|
|
|
||
Income tax payments in cash |
|
|
|
|
|
|
||
Recognition of right-of-use asset and right-of-use liability |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
||
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at the end of year |
|
$ |
|
|
$ |
|
2. Significant Accounting Policies
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.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term securities purchased with maturity dates of three months or less to be cash equivalents. The cash in the Company’s U.S. banks is not fully insured by the FDIC due to the statutory limit of $
Restricted Cash
Certain of the Company’s lending arrangements require the Company to post collateral or maintain minimum cash balances in escrow. These cash amounts are reported as current assets on the balance sheets based on when the cash will be contractually released. Total restricted cash was $
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are stated at the amounts the Company’s customers are invoiced and do not bear interest. The Company has adopted a policy consistent with GAAP for the periodic review of its accounts receivable to determine whether the establishment of an allowance for credit losses is warranted based on the Company’s assessment of the collectability of the accounts. The Company established an allowance for credit losses of $
10
Property, Equipment and Depreciation
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 months ended March 31, 2023 and 2022 was $
Accrued Warranties
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. 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 March 31, 2023 and December 31, 2022, accrued warranties were $
Advertising
Business Combinations
The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred and (2) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.
The Company records identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.
Noncontrolling Interest
A noncontrolling interest is the equity interest of consolidated entities that is not owned by the Company. Noncontrolling interest is adjusted for the noncontrolling partners' share of earnings (losses) in accordance with the applicable agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the accompanying condensed consolidated statements of operations.
Share-based Compensation
The Company has elected to account for restricted stock awards with market conditions using a graded vesting method. This method recognizes the compensation cost in the statement of operations over the requisite service period for each separately-vesting tranche of awards.
11
3. Revenue Recognition
The following table disaggregates our revenue for the three months ended March 31, 2023 and 2022:
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
Equipment sales |
|
$ |
|
|
$ |
|
|
||
Part sales |
|
|
|
|
|
|
|
||
Rentals |
|
|
|
|
|
- |
|
|
|
Services |
|
|
|
|
|
|
|
||
Merchandise sales and other |
|
|
|
|
|
— |
|
|
|
Total Revenue |
|
$ |
|
|
$ |
|
|
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 months ended March 31, 2023 and 2022.
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
United States |
|
$ |
|
|
$ |
|
|
||
Italy |
|
|
|
|
|
|
|
||
Canada |
|
|
|
|
|
|
|
||
Chile |
|
|
|
|
|
|
|
||
France |
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
||
Total Revenue |
|
$ |
|
|
$ |
|
|
Total Company Revenues by Sources
The sources of the Company’s revenues are summarized below for the three months ended March 31, 2023 and 2022.
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
Boom trucks, knuckle boom & truck cranes |
|
$ |
|
|
$ |
|
|
||
Aerial platforms |
|
|
|
|
|
|
|
||
Part sales |
|
|
|
|
|
|
|
||
Rentals |
|
|
|
|
|
- |
|
|
|
Services |
|
|
|
|
|
|
|
||
Other equipment |
|
|
|
|
|
|
|
||
Merchandise sales and other |
|
|
|
|
|
- |
|
|
|
Total Revenue |
|
$ |
|
|
$ |
|
|
Customer Deposits
At times, the Company may require an upfront deposit related to its contracts. In instances where an upfront deposit has been received by the Company and the revenue recognition criteria have not yet been met, the Company records a contract liability in the form of a customer deposit, which is classified as a short-term liability on the 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.
12
The following table summarizes changes in customer deposits for the three months ended March 31, as follows:
|
|
March 31, |
|
|
March 31, |
|
||
Customer deposits |
|
$ |
|
|
$ |
|
||
Additional customer deposits received where revenue has not yet been recognized |
|
|
|
|
|
|
||
Revenue recognized from customer deposits |
|
|
( |
) |
|
|
( |
) |
Effect of change in exchange rates |
|
|
|
|
|
( |
) |
|
Total customer deposits |
|
$ |
|
|
$ |
|
4. Fair Value Measurements
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 March 31, 2023 and December 31, 2022 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:
|
|
Fair Value at March 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency exchange contracts |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Total recurring liabilities at fair value |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Fair Value at December 31, 2022 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency exchange contracts |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Total current assets at fair value |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
Fair Value Measurements
ASC 820-10 classifies the inputs used to measure fair value into the following hierarchy:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability and
Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
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 intermediary 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.
Forward Currency Contracts
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
13
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 gain or 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 March 31, 2023, the Company had entered into a forward currency exchange contract that matures on
The following table provides the location and fair value amounts of derivative instruments that are reported in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022:
|
|
|
|
Fair Value |
|
|||||
|
|
Balance Sheet Location |
|
March 31, |
|
|
December 31, |
|
||
Asset Derivatives |
|
|
|
|
|
|
|
|
||
Foreign currency exchange contract |
|
Prepaid expense and other current assets |
|
$ |
— |
|
|
$ |
|
|
Liabilities Derivatives |
|
|
|
|
|
|
|
|
||
Foreign currency exchange contract |
|
Accrued expenses |
|
$ |
|
|
$ |
— |
|
The following tables provide the effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022:
|
|
|
|
Gain (loss) |
|
|
|||||
|
|
Location of gain or |
|
Three Months Ended |
|
|
|||||
|
|
|
|
2023 |
|
|
2022 |
|
|
||
Derivatives Not Designated |
|
|
|
|
|
|
|
|
|
||
ward currency contract |
|
Foreign currency |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
During the three months ended March 31, 2023 and 2022, there were
6. Inventory, net
The components of inventory are as follows:
|
|
March 31, |
|
|
December 31, |
|
||
Raw materials and purchased parts, net |
|
$ |
|
|
$ |
|
||
Work in process, net |
|
|
|
|
|
|
||
Finished goods, net |
|
|
|
|
|
|
||
Inventory, net |
|
$ |
|
|
$ |
|
The Company has established reserves for obsolete and excess inventory of $
14
7. Goodwill and Intangible Assets
Intangible assets and accumulated amortization by category as of March 31, 2023 is as follows:
|
|
Weighted Average |
|
Gross |
|
|
|
|
|
Net |
|
|||
|
|
Amortization |
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|||
|
|
Period (in years) |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|||
Patented and unpatented technology |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Trade names and trademarks |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Software |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Indefinite lived trade names |
|
|
|
|
|
|
|
|
|
|
|
|||
Total intangible assets, net |
|
|
|
|
|
|
|
|
|
$ |
|
Intangible assets and accumulated amortization by category as of December 31, 2022 is as follows:
|
|
Weighted Average |
|
Gross |
|
|
|
|
|
Net |
|
|||
|
|
Amortization |
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|||
|
|
Period (in years) |
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|||
Patented and unpatented technology |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Customer relationships |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Trade names and trademarks |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Software |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Indefinite lived trade names |
|
|
|
|
|
|
|
— |
|
|
|
|
||
Total intangible assets, net |
|
|
|
|
|
|
|
|
|
$ |
|
Amortization expense for intangible assets was $
Estimated amortization expense for the period ending March 31 for the next five years and subsequent is as follows:
|
|
Amount |
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
And subsequent |
|
|
|
|
Total intangible assets currently to be amortized |
|
|
|
|
Intangible assets with indefinite lives not amortized |
|
|
|
|
Total intangible assets |
|
$ |
|
Changes in goodwill for the three months ended March 31, 2023 and 2022 are as follows:
|
|
2023 |
|
|
2022 |
|
||
Balance January 1, |
|
|
|
|
$ |
|
||
Effect of change in exchange rates |
|
|
|
|
|
( |
) |
|
Balance March 31, |
|
|
|
|
$ |
|
The Company performed an impairment assessment as of December 31, 2022. No triggering events have been identified during the quarter ended March 31, 2023.
15
8. Accrued Expenses
|
|
March 31, |
|
|
December 31, |
|
||
Accrued payroll and benefits |
|
$ |
|
|
$ |
|
||
Accrued expenses—other |
|
|
|
|
|
|
||
Accrued vacation |
|
|
|
|
|
|
||
Accrued warranty |
|
|
|
|
|
|
||
Accrued legal settlement |
|
|
|
|
|
|
||
Accrued income tax and other taxes |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
9. Accrued Warranty
The liability for estimated warranty claims is accrued at the time of sale and the expense is recorded in the Condensed Consolidated Statements 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.
16
The following table summarizes the changes in product warranty liability:
|
|
For the three months ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Balance January 1, |
|
$ |
|
|
$ |
|
||
Provision for warranties issued during the year |
|
|
|
|
|
|
||
Warranty services provided |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation |
|
|
|
|
|
( |
) |
|
Balance March 31, |
|
$ |
|
|
$ |
|
10. Credit Facilities and Debt
Debt is summarized as follows:
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
U.S. Credit Facilities |
|
$ |
|
|
$ |
|
||
U.S Term Loan |
|
|
|
|
|
|
||
Italy Group Short-Term Working Capital Borrowings |
|
|
|
|
|
|
||
Italy Group Term Loan |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Less: Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net of issuance costs |
|
$ |
|
|
$ |
|
U.S. Credit Facilities and Term Loan
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 $
The unused balance of the revolving credit facilities incurs a
The Credit Agreement requires the Company to maintain a debt service coverage ratio of at least
17
PM Group Short-Term Working Capital Borrowings
At March 31, 2023 and December 31, 2022, PM Group had established demand credit and overdraft facilities with
At March 31, 2023 and December 31, 2022, the banks had advanced PM Group $
Valla Short-Term Working Capital Borrowings
At March 31, 2023 and December 31, 2022, respectively, Valla had established demand credit and overdraft facilities with
PM Group Term Loans
At March 31, 2023 and December 31, 2022, respectively, the PM Group has a $
At March 31, 2023 and December 31, 2022, respectively, the PM Group has unsecured borrowings totaling $
As of March 31, 2023 and December 31, 2022 the PM Group has a loan in Romania in the amount of $
11. Leases
The Company leases certain warehouses, office space, machinery, vehicles and equipment. Leases with an initial term of 12 months or 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.
18
If there was a discount rate explicit in the lease, 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 were
Leases |
|
Classification |
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Operating lease assets |
|
Operating lease assets |
|
$ |
|
|
$ |
|
||
Financing lease assets |
|
|
|
|
|
|
|
|||
Total leased assets |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
|
|
||
Operating |
|
Current liabilities |
|
$ |
|
|
$ |
|
||
Financing |
|
Current liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Non-current |
|
|
|
|
|
|
|
|
||
Operating |
|
Non-current liabilities |
|
|
|
|
|
|
||
Financing |
|
Non-current liabilities |
|
|
|
|
|
|
||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
|
|
|
|
Three months ended March 31, |
|
|||||
Lease Cost |
|
Classification |
|
2023 |
|
|
2022 |
|
||
Operating lease costs |
|
Operating lease assets |
|
$ |
|
|
$ |
|
||
Finance lease cost |
|
|
|
|
|
|
|
|
||
Amortization of |
|
Amortization |
|
|
|
|
|
|
||
Interest on lease liabilities |
|
Interest expense |
|
|
|
|
|
|
||
Lease cost |
|
|
|
$ |
|
|
$ |
|
|
|
Three months ended March 31, |
|
|||||
Other Information |
|
2023 |
|
|
2022 |
|
||
Cash paid for amounts included in the |
|
|
|
|
|
|
||
Operating cash flows from operating |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance |
|
$ |
|
|
$ |
|
||
Financing cash flows from finance |
|
$ |
|
|
$ |
|
19
Future principal minimum lease payments for the period ending March 31 for the next five years and subsequent are:
|
|
Operating Leases |
|
|
Capital Leases |
|
||
2024 |
|
$ |
|
|
$ |
|
||
2025 |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
And subsequent |
|
|
|
|
|
|
||
Total undiscounted lease payments |
|
|
|
|
|
|
||
Less interest |
|
|
( |
) |
|
|
( |
) |
Total liabilities |
|
$ |
|
|
$ |
|
||
Less current maturities |
|
|
( |
) |
|
|
( |
) |
Non-current lease liabilities |
|
$ |
|
|
$ |
|
In connection with our acquisition of Rabern, the Company became the lessee of four locations 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 lessor 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.
12. Income Taxes
For the three months ended March 31, 2023, the Company recorded an income tax provision of $
The effective tax rate for the three months ended March 31, 2023 was an income tax provision of
The Company’s total unrecognized tax benefits as of March 31, 2023 and 2022 were approximately $
20
13. Net Earnings (Loss) per Common Share
Basic net earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Details of the calculations are as follows:
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
|
Net income (loss) attributable to noncontrolling interest |
|
|
( |
) |
|
|
— |
|
|
Net income (loss) attributable to shareholders of |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Income (loss) per share |
|
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
- |
|
|
$ |
|
|
|
Net income (loss) attributable to shareholders of |
|
$ |
— |
|
|
$ |
|
|
|
Diluted |
|
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
- |
|
|
$ |
|
|
|
Net income (loss) attributable to shareholders of |
|
$ |
— |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
|
||
Dilutive effect of restricted stock units and stock options |
|
|
— |
|
|
|
|
|
|
Basic and Dilutive |
|
|
|
|
|
|
|
|
|
As of March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Unvested restricted stock units |
|
|
|
|
|
|
||
Options to purchase common stock |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
14. Equity
Stock Issued to Employees and Directors
The Company issued shares of common stock to employees and Directors as restricted stock units issued under the Company’s 2019 Incentive Plans vest. Upon issuance, entries were recorded to increase common stock and decrease paid in capital for the amounts shown below.
Date of Issue |
|
Employees or |
|
Shares Issued |
|
|
Value of |
|
||
March 6, 2023 |
|
Employees |
|
|
|
|
$ |
|
||
March 7, 2023 |
|
Directors |
|
|
|
|
|
|
||
March 8, 2023 |
|
Employees |
|
|
|
|
|
|
||
March 8, 2023 |
|
Directors |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
$ |
|
21
Stock Repurchases
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.
Date of Purchase |
|
Shares |
|
|
Closing Price |
|
||
March 6, 2023 |
|
|
|
|
$ |
|
||
March 8, 2023 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
Restricted Stock Awards
The following table contains information regarding restricted stock units through March 31, 2023:
|
|
March 31, |
|
|
Outstanding on January 1, 2023 |
|
|
|
|
Units granted during the period |
|
|
|
|
Vested and issued |
|
|
( |
) |
Vested-issued and repurchased for income tax withholding |
|
|
( |
) |
Forfeited |
|
|
( |
) |
Outstanding on March 31, 2023 |
|
|
|
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 $
Restricted Stock Award with Market Conditions
On May 3, 2022, in connection with J. Michael Coffey’s appointment as the Company’s Chief Executive Officer as of April 11, 2022, he was granted
Restricted Stock Award with Market and Performance Conditions
On May 3, 2022, in connection with his appointment, Mr. Coffey was also granted
Stock Options
On May 3, 2022, in connection with his appointment, Mr. Coffey was also granted
22
months ended March 31, 2023. Additional compensation expense related to Mr. Coffey’s options will be $
|
|
Grant date |
|
|
Dividend yields |
|
|
— |
|
Expected volatility |
|
|
% |
|
Risk free interest rate |
|
|
% |
|
Expected life (in years) |
|
|
|
|
Fair value of the option granted |
|
$ |
|
15. Legal Proceedings and Other Contingencies
The Company is involved in various legal proceedings, including product liability, employment related issues, and workers’ compensation matters that have arisen in the normal course of operations. The Company has product liability insurance with self-insurance retentions that range from $
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 for these cases. However, the Company does not believe that these contingencies, in the aggregate, will have a material adverse effect on the Company.
The Company has been named as a defendant in several multi-defendant asbestos related product liability lawsuits. In 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.
On
It is reasonably possible that the estimated reserve for product liability claims may change within the next
The Company has accrued $
16. Transactions between the Company and Related Parties
In the course of conducting its business, the Company has entered into certain related party transactions.
C&M conducts business with RAM P&E LLC for the purposes of obtaining parts business as well as buying, selling and renting equipment.
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 2023.
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 2022, the Company became the lessee of four 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.
23
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 March 31, 2023 and December 31, 2022, the Company had accounts receivable and payable with related parties as shown below:
|
|
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Accounts Receivable |
|
Terex (1) |
|
$ |
|
|
$ |
— |
|
|
|
|
Tadano |
|
|
|
|
|
— |
|
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
||
Accounts Payable |
|
Terex (1) |
|
$ |
|
|
$ |
|
||
|
|
Tadano (2) |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
||
Net Related Party Accounts |
|
|
|
$ |
|
|
$ |
( |
) |
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 |
|
|
Three Months Ended |
|
|
||
Rent paid: |
|
Rabern Facility (4) |
|
$ |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Sales to: |
|
Terex (1) |
|
$ |
|
|
$ |
|
|
||
|
|
Tadano (2) |
|
|
|
|
|
|
|
||
|
|
RAM P&E (3) |
|
|
— |
|
|
|
|
|
|
Total Sales |
|
|
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Purchases from: |
|
Terex (1) |
|
$ |
|
|
$ |
|
|
||
|
|
Tadano (2) |
|
|
|
|
|
|
|
||
Total Purchases |
|
|
|
$ |
|
|
$ |
|
|
Note 17. Restructuring
On 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 produced in Winona, Minnesota, to its Georgetown, Texas, facility. The Restructuring is expected to be completed during 2023.
Note 18. Business Combination
On April 11, 2022, Manitex entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), with Rabern and Steven Berner. Pursuant to the Purchase Agreement, the Company acquired a
24
1984 and primarily serves Northern Texas. The president and founder of Rabern, Steven Berner, retained a
The acquisition of Rabern was accounted for as a business combination in accordance with Accounting Standards Codification ASC 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 $
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.
The following table summarizes the purchase price allocations for the Rabern acquisition as of March 31, 2023:
|
|
|
|
|
Total purchase consideration: |
|
|
|
|
Consideration |
|
$ |
|
|
Revolving loan payoff |
|
|
|
|
Net purchase consideration |
|
|
|
|
Allocation of consideration to assets acquired and liabilities assumed: |
|
|
|
|
Cash |
|
|
|
|
Net working capital |
|
|
|
|
Other current assets |
|
|
|
|
Fixed assets |
|
|
|
|
Customer relationships |
|
|
|
|
Trade name and trademarks |
|
|
|
|
Goodwill |
|
|
|
|
Deferred tax liability |
|
|
( |
) |
Other current liabilities |
|
|
( |
) |
Total fair value of assets acquired |
|
|
|
|
Less: noncontrolling interests, net of taxes |
|
|
|
|
Net assets acquired |
|
$ |
|
The fair value of identifiable intangible assets is determined primarily using the relief from royalty approach and 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
Note 19. Segment Information
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 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
Lifting 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 PM and Valla, two of the Company's Italian subsidiaries, the Company manufacturers truck-
25
mounted hydraulic knuckle boom cranes and a full range of precision pick and carry industrial cranes using electric, diesel and hybrid power options.
Rental Equipment Segment
The 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 segments: Lifting Equipment and Rental Equipment:
|
|
Three Months Ended |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
Net revenues |
|
|
|
|
|
|
|
||
Lifting Equipment |
|
$ |
|
|
$ |
|
|
||
Rental Equipment |
|
|
|
|
|
— |
|
|
|
Total revenue |
|
$ |
|
|
$ |
|
|
||
Operating income (loss) |
|
|
|
|
|
|
|
||
Lifting Equipment |
|
$ |
|
|
$ |
|
|
||
Rental Equipment |
|
|
( |
) |
|
|
— |
|
|
Total operating income (loss) |
|
$ |
|
|
$ |
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
||
Lifting Equipment |
|
$ |
|
|
$ |
|
|
||
Rental Equipment |
|
|
|
|
|
— |
|
|
|
Total depreciation and amortization |
|
$ |
|
|
$ |
|
|
||
Capital expenditures |
|
|
|
|
|
|
|
||
Lifting Equipment |
|
$ |
|
|
$ |
|
|
||
Rental Equipment |
|
|
|
|
|
— |
|
|
|
Total capital expenditures |
|
$ |
|
|
$ |
|
|
26
|
|
Three Months Ended |
|
|
|||||||||
|
|
Lifting |
|
|
Rental |
|
|
Total |
|
|
|||
Net sales by country |
|
|
|
|
|
|
|
|
|
|
|||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Italy |
|
|
|
|
|
— |
|
|
|
|
|
||
Canada |
|
|
|
|
|
— |
|
|
|
|
|
||
Chile |
|
|
|
|
|
— |
|
|
|
|
|
||
France |
|
|
|
|
|
— |
|
|
|
|
|
||
Other |
|
|
|
|
|
— |
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Three Months Ended |
|
|
|||||||||
|
|
Lifting |
|
|
Rental |
|
|
Total |
|
|
|||
Net sales by country |
|
|
|
|
|
|
|
|
|
|
|||
United States |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
||
Italy |
|
|
|
|
|
— |
|
|
|
|
|
||
Canada |
|
|
|
|
|
— |
|
|
|
|
|
||
France |
|
|
|
|
|
— |
|
|
|
|
|
||
Chile |
|
|
|
|
|
— |
|
|
|
|
|
||
Other |
|
|
|
|
|
— |
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
27
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments
Impact of COVID-19
The COVID-19 pandemic has significantly impacted our ability to meet demand for the Company’s products. While these impacts began to subside in 2023, the Company is still experiencing, supply chain and logistic constraints and increased costs that negatively impact its ability to manufacture and ship products to meet customer requirements.
Business Overview
The following management’s discussion and analysis of financial condition and results of continuing operations should be read in conjunction with the Company’s financial statements and notes and other information included elsewhere in this Quarterly Report on Form 10-Q.
Backlog
The Company’s backlog was approximately $238 million and $230 million at March 31, 2023 and December 31, 2022, respectively.
Results of Condensed Consolidated Operations
MANITEX INTERNATIONAL, INC.
(In thousands)
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2023 |
|
|
2022 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues |
|
$ |
67,871 |
|
|
$ |
60,420 |
|
|
$ |
7,451 |
|
|
|
12.3 |
% |
Cost of sales |
|
|
53,461 |
|
|
|
50,295 |
|
|
|
3,166 |
|
|
|
6.3 |
|
Gross profit |
|
|
14,410 |
|
|
|
10,125 |
|
|
|
4,285 |
|
|
|
42.3 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development costs |
|
|
814 |
|
|
|
716 |
|
|
|
98 |
|
|
|
13.7 |
|
Selling, general and administrative expenses |
|
|
11,031 |
|
|
|
8,759 |
|
|
|
2,272 |
|
|
|
25.9 |
|
Total operating expenses |
|
|
11,845 |
|
|
|
9,475 |
|
|
|
2,370 |
|
|
|
25.0 |
|
Operating income (loss) |
|
|
2,565 |
|
|
|
650 |
|
|
|
1,915 |
|
|
|
(294.6 |
) |
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
(1,765 |
) |
|
|
(505 |
) |
|
|
(1,260 |
) |
|
|
249.5 |
|
Interest income |
|
|
- |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
(100.0 |
) |
Foreign currency transaction gain (loss) |
|
|
(55 |
) |
|
|
(49 |
) |
|
|
(6 |
) |
|
|
12.2 |
|
Other income (expense) |
|
|
(758 |
) |
|
|
264 |
|
|
|
(1,022 |
) |
|
|
(387.1 |
) |
Total other income (expense) |
|
|
(2,578 |
) |
|
|
(288 |
) |
|
|
(2,290 |
) |
|
|
795.1 |
|
Income (loss) before income taxes |
|
|
(13 |
) |
|
|
362 |
|
|
|
(375 |
) |
|
|
(103.6 |
) |
Income tax expense |
|
|
13 |
|
|
|
132 |
|
|
|
(119 |
) |
|
|
(90.2 |
) |
Net income (loss) |
|
|
(26 |
) |
|
|
230 |
|
|
|
(256 |
) |
|
|
(111.3 |
) |
Net income (loss) attributable to noncontrolling interest |
|
|
(79 |
) |
|
|
— |
|
|
|
(79 |
) |
|
|
100.0 |
% |
Net income (loss) attributable to shareholders of |
|
$ |
53 |
|
|
$ |
230 |
|
|
$ |
(177 |
) |
|
|
(77.0 |
)% |
Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022
Net revenues and gross profit
Net revenues increased $7.5 million or 12.3% to $67.9 million for the three months ended March 31, 2023 compared with $60.4 million for the comparable period in 2022. The increase in revenues is primarily due to the acquisition of Rabern, which generated $6.8 million of revenue for the period and increases in sales of articulated cranes by the Company’s PM business, partially offset by lower chassis sales.
28
Gross profit increased $4.3 million to $14.4 million for the three months ended March 31, 2023 from $10.1 million for the comparable period in 2022. The increase in gross profit is attributable to increases in revenues due to the Rabern acquisition and increases in sales of articulated cranes. The gross margin percentage was 21.2% for the three months ended March 31, 2023 as compared with 16.8% for the prior year, an increase of 440 basis points. The increase in gross profit percentage is primarily driven by higher margins generated by the Rabern business and product mix and improved absorption from the Lifting Segment.
Research and development — Research and development expense was $0.8 million for the three months ended March 31, 2023 compared to $0.7 million for the same period in 2022. The Company’s research and development spending reflects our continued commitment to develop and introduce new products, with the costs generated particularly in the PM and Valla business units, that give the Company a competitive advantage.
Selling, general and administrative expense — SG&A expense for the three months ended March 31, 2023 was $11.0 million compared to $8.8 million for the comparable period in 2022. The increases are primarily related to SG&A expense of $1.4 million related to the Rabern acquisition, which occurred in the second quarter of 2022, costs related to attending the Con Expo trade show of $0.8 million and increased stock compensation of $0.5 million, partially offset by lower transaction costs which were incurred in Q1 2022.
Interest expense —Interest expense was $1.8 million for the three months ended March 31, 2023 compared to $0.5 million for the comparable period in 2022. The increase in interest expense is primarily due to higher revolver borrowings and term debt added in connection with the Rabern acquisition and higher interest rates on the credit facilities.
Foreign currency transaction losses — For the three months ended March 31, 2023, the Company had foreign currency loss of $0.1 million, consistent with a loss of $0.1 million for the comparable period in 2022. A substantial portion of the loss relates to changes in the Chilean peso.
Other income (expense) — Other expense was $0.8 million for the three months ended March 31, 2023 compared with other income of $0.3 million for the same period in 2022. The expense in 2023 relates to a pension settlement obligation of $0.5 million related to the termination of services provided by union members and $0.3 million of legal settlement charges. The amount for 2022 relates to the reversal of a previously recorded contingent liability.
Income taxes — For the three months ended March 31, 2023, the Company recorded an income tax provision of less than $0.1 million. The calculation of the overall income tax provision for the three months ended March 31, 2023 primarily consists of a discrete income tax expense for the accrual of interest related to unrecognized tax benefits. For the three months ended March 31, 2022, the Company recorded an income tax provision of $0.1 million. The calculation of the overall income tax provision for the three months ended March 31, 2022 primarily consists of foreign income taxes and a discrete tax expense for the accrual of interest related to unrecognized tax benefits.
The effective tax rate for the three months ended March 31, 2023 was an income tax provision of 100% on pretax loss of less than $0.1 million compared to an income tax provision of 36.5% on a pretax income of $0.4 million in the comparable prior period. The effective tax rate for the three months ended March 31, 2023 differs from the U.S. statutory rate of 21% primarily due to the valuation allowance in the U.S. and a partial valuation allowance in Italy, nondeductible permanent differences, income taxed in foreign jurisdictions at varying tax rates and an accrual of interest related to unrecognized tax benefits.
Liquidity and Capital Resources
The global economy generally and our customers and suppliers specifically are being significantly impacted by a number of factors, including the ongoing impacts of the COVID-19 pandemic, increasing inflation and interest rates and general economic uncertainty. While the potential negative financial impact that these factors will have on our results of operations and liquidity position cannot be reasonably estimated at this time, such impacts 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.
On April 11, 2022, the Company entered into an $85 million credit facility with Amarillo National Bank consisting of a working capital facility of $40 million secured by assets of Manitex U.S. businesses, working capital facility of $30 million secured by assets of Rabern, 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 U.S. and Rabern businesses. At March 31, 2023, the PM Group had established working capital facilities with five Italian, one Spanish, twelve South American banks and one Romanian bank. Under these facilities, the PM Group can borrow $25 million against orders, invoices and letters of credit.
Cash, cash equivalents and restricted cash were $10.1 million and $8.2 million at March 31, 2023 and December 31, 2022. At March 31, 2023, the Company had global liquidity of approximately $36 million based on the cash balance and availability under its working capital facilities. Future advances are dependent on having available collateral.
29
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 March 31, 2023 and December 31, 2022, no customer accounted for 10% or more of the Company’s accounts receivable.
Cash flows for the three months ended March 31, 2023 compared to the three months ended March 31, 2022
Operating Activities - For the three months ended March 31, 2023, cash flow used in operating activities was $1.5 million compared to cash used in operating activities of $6.9 million for the same period in the prior year. Cash used by working capital was $5.3 million for the three months ended March 31, 2023 compared to cash used by working capital of $5.1 million for the same period in the prior year. The increase is primarily related to inventory to meet increasing demand and backlog.
Investing Activities - Cash used in investing activities was $2.4 million in the first three months of 2023, compared to $0.6 million used in investing activities in the same period a year ago. Cash used in the three month period ended March 31, 2023 was primarily related to cash payments for property and equipment purchases of $2.5 million. Cash used in the three month period March 31, 2022 was related to cash payments for property and equipment and investment in intangible assets.
Financing Activities - Cash provided by financing activities was an inflow of $5.2 million for the three months ended March 31, 2023 which included an increase in borrowings on the revolving credit facility of $7.7 million and working capital borrowing of $1.5 million, primarily to fund purchases of inventory to meet increasing backlog and fixed assets to support the rental segment. Cash provided by financing activities was an inflow of $2.3 million for the three months ended March 31, 2022 which included an increase in working capital borrowing of $2.2 million and borrowings for insurance agreements and finance leases of $0.9 million, offset by repayments of notes of $0.6 million.
Critical Accounting Policies
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, 2022 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, 2022 for a discussion of the Company’s critical accounting policies.
30
Item 3—Quantitative and Qualitative Disclosures about Market Risk
Not required for Smaller Reporting Companies.
Item 4—Controls and Procedures
Disclosure Controls and Procedures
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 March 31, 2023. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of March 31, 2023, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, the Company made no changes that have materially affected, or that are reasonably likely to materially affect, its internal control over financial reporting.
31
PART II—OTHER INFORMATION
Item 1—Legal Proceedings
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.
Item 1A—Risk Factors
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, 2022.
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds.
The Company’s Credit Agreement with Amarillo National Bank directly restricts the Company’s ability to declare or pay dividends without Amarillo’s consent. In addition, pursuant to the Company’s Credit Agreement with Amarillo National Bank, the 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 measured on the last date of each calendar quarter, beginning June 30, 2022.
ISSUER PURCHASES OF EQUITY SECURITIES
Period |
|
(a) Total |
|
|
(b) Average |
|
|
(c) Total |
|
|
(d) Maximum |
|
||||
January 1 - January 31, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
February 1 - February 28, 2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
March 1 - March 31, 2023 |
|
|
7,605 |
|
|
|
5.22 |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
$ |
5.22 |
|
|
|
— |
|
|
|
— |
|
Item 3—Defaults Upon Senior Securities
None.
Item 4—Mine Safety Disclosures
Not applicable.
Item 5—Other Information
None.
Item 6—Exhibits
See the Exhibit Index set forth below for a list of exhibits included with this Quarterly Report on Form 10-Q.
32
EXHIBIT INDEX
Exhibit Number |
|
Exhibit Description |
|
|
|
10.1* |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1** |
|
|
|
|
|
101.INS* |
|
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
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. |
* Filed herewith
** Furnished herewith
The Company is re-filing this exhibit to provide the correct final version, as an incorrect version was inadvertently filed with the Company’s Current Report on Form 8-K filed on April 13, 2022.
33
SIGNATURES
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.
May 4, 2023
|
|
By: |
|
/s/ MICHAEL COFFEY |
|
|
|
|
Michael Coffey |
|
|
|
|
Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
May 4, 2023
|
|
By: |
|
/s/ JOSEPH DOOLAN |
|
|
|
|
Joseph Doolan |
|
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
34
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 11th day of April, 2022 (the “Effective Date”), by and between Michael Coffey (“Employee”) and Manitex International, Inc. a Michigan corporation, whose address is 9725 S. Industrial Drive, Bridgeview, Illinois 60455 (the “Company”).
RECITALS
WHEREAS, the Company is engaged in the business of the design, manufacturing, and sale of specialty equipment (the “Business”).
WHEREAS, the Company desires to employ Employee as its Chief Executive Officer, and Employee desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:
TERMS
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All equity awards will be subject to the terms and conditions determined by the Compensation Committee and the applicable forms of award agreement thereunder.
a. Duty. Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during and after the Employment Term, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidential
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Information shall include, but shall not be limited to, the intangible personal property described in Section 8.b hereof, any information relating to methods of production, manufacture, service, research, specifications, computer codes, business, marketing and sales techniques and concepts, other data and materials used in performing Employee’s duties (other than his personal contact list), costs, business studies, finances, marketing data, plans and efforts, the terms of contracts and agreements with customers, contractors and suppliers, litigation strategy and other Confidential Information relating to litigation, the Company’s relationship with actual and prospective customers, contractors and suppliers and the needs and requirements of, and the Company’s course of dealing with, any such actual or prospective customers, contractors and suppliers, personnel information, and any other materials that have not been made available to the industry; provided, that nothing herein contained shall restrict Employee’s ability to make such disclosures during the course of Employee’s employment as may be necessary or appropriate to the effective and efficient discharge of the duties required by or appropriate for Employee’s Position or as such disclosures may be required by law; and further provided, that nothing herein contained shall restrict Employee from divulging or using for Employee’s own benefit or for any other purpose any Confidential Information that is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee’s breach of this Section 7.
b. Defend Trade Secrets Act Provision. Notwithstanding any other provision of this Agreement, 18 U.S.C. §1833(b) provides, in part: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal . . . . (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.” Nothing in this Agreement, any other agreement executed by Employee, or any Company policy, is intended to conflict with this statutory protection.
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Sec. 2. Employee rights to inventions - conditions.
(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing his invention qualifies under this subsection.
(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement.
(3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.
a. Non-Competition. During the Employment Term and for a period of twelve (12) months thereafter (the “Restricted Period”), Employee shall not, within the Restricted Territory directly or indirectly, (a) own (in whole or in part), invest in, lend to or finance, or (b) provide any services to, whether as director, officer, manager, employee, agent, contractor, consultant, joint-venturer or otherwise, any natural person or entity that sells or offers for sale any products or services that are the same as or substantially similar to products or services sold or offered for sale by the Company. As used in this Agreement, the “Restricted Territory” shall mean the United States of America. Notwithstanding the foregoing, this Section 9(a) shall not prevent Employee from owning five percent (5%) or less of the equity securities of any entity whose equity securities are listed on an internationally-recognized stock exchange, provided that Employee does not, directly or indirectly, participate in the management of such entity or provide any services to such entity.
b. Customer Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, except for the benefit of the Company, solicit or induce, or
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attempt to solicit or induce, any customer of the Company to terminate, reduce or otherwise alter to the detriment of the Company such customer’s business relationship with the Company.
c. Employee Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, except for the benefit of the Company, solicit or induce, or attempt to solicit or induce, any employee, contractor or consultant of the Company to terminate, reduce or otherwise alter to the detriment of the Company such person’s business relationship with the Company.
d. Enforcement. Employee acknowledges that the time limitation, territorial restriction and restriction on activities described herein are reasonable in scope and are appropriate to protect the Company’s trade secrets, goodwill and other protectable interests. Employee further acknowledges and agrees that Employee has received adequate consideration for the restrictions described herein and that such restrictions will not prevent Employee from earning a living. Employee acknowledges and agrees that any material breach by Employee of any covenant in this Section 9 will cause the Company irreparable injury and damage and that the Company shall therefore be entitled to, in addition to all other remedies available to it, injunctive and other equitable relief (without the necessity of posting a bond) to prevent or stop such breach and to secure the enforcement of this Agreement. Should Employee breach any covenant in this Section 9, the Restricted Period shall be extended one day for each day of breach by Employee. Should a court or arbitrator of competent jurisdiction determine that any restriction described herein is overly broad or otherwise unenforceable, in whole or in part, the parties agree that the court shall modify such restriction to the minimum extent necessary to render the restriction enforceable.
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If to Employee:
Michael Coffey
7095 Round Road
Cumming, GA 30040
If to the Company:
Chairman of the Compensation Committee
Manitex International, Inc.
9725 S. Industrial Drive
Bridgeview, IL 60455
or to such other address as either party may from time to time duly specify by notice given to the other party in the manner specified above.
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[Signatures appear on following page]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above.
|
“EMPLOYEE” MICHAEL COFFEY
|
|
/s/MICHAEL COFFEY____________ Michael Coffey
_______________________________ Date: April 11, 2022
|
|
“COMPANY” MANITEX INTERNATIONAL, INC
|
|
/s/DAVID J. LANGEVIN________ David J. Langevin
Title: Chairman
Date: April 11, 2022
|
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EXHIBIT A
PERFORMANCE CONDITIONS: RESTRICTED STOCK UNITS
Stock Price (1)(2) |
RSUs Vested |
$9.00 |
40,000 |
$12.00 |
50,000 |
$14.00 |
60,000 |
$16.00 |
70,000 |
$18.00 |
80,000 |
$20.00 |
90,000 |
$22.00 |
100,000 |
Total |
490,000 |
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EXHIBIT B
FORM OF RELEASE
GENERAL RELEASE
In exchange for the promises described in Section 11(b) of the Employment Agreement (the “Agreement”) between myself and Manitex International, Inc.(the “Company”), I, for myself and my heirs, assigns and personal representatives, fully and completely release the Company and its parent, subsidiary and affiliated entities and all predecessors and successors thereto, and all benefit plans thereof, and all of their shareholders, members, partners, directors, officers, managers, employees, attorneys, administrators and agents (each a “Releasee” and collectively the “Releasees”) from any and all claims or causes of action that I may have against the Releasees, known or unknown, including claims or causes of action that relate in any way to my employment with the Company or any other Releasee or the termination thereof, from the beginning of time through the date I sign this General Release (“Released Claims”), including but not limited to claims based on any of the following:
(a) federal, state or local laws prohibiting discrimination (including harassment and retaliation) in employment, such as: (i) the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, and Executive Order 11141, which prohibit discrimination based on age; (ii) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; (iii) the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; (iv) the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; (v) the National Labor Relations Act, which prohibits discrimination for engaging in certain concerted protected activity; (vi) the Occupational Safety and Health Act and the Mine Safety and Health Act, which prohibit discrimination for engaging in certain safety-related activity; (vii) the Sarbanes Oxley Act, which prohibits discrimination for engaging in certain whistleblowing activity; and (viii) the Illinois Human Rights Act (775 ILCS 5/1 et seq.), which prohibits discrimination on many of the bases described above;
(b) federal, state or local laws regarding wages and hours, including laws regarding minimum wage, overtime compensation, wage payment, vacation pay, sick pay, compensatory time, commissions, bonuses, and meal and break periods wages, such as the Fair Labor Standards Act and the Illinois Wage Payment and Collection Act (820 ILCS 115/1 et seq.);
(c) other employment laws, including but not limited to: (i) the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; (ii) the Worker Adjustment and Retraining Notification Act (WARN), which requires advance notice of certain workforce reductions; (iii) the Employee Retirement Income Security Act, which protects employee benefits (among other things); and (iv) the Uniformed Services Employment and Reemployment Rights Act, which requires employers to provide military leave under certain circumstances; or
(d) any common law theory, including but not limited to breach of contract (expressed or implied), promissory estoppel, wrongful discharge, outrageous conduct, defamation, fraud or
DOCPROPERTY "CustomFooter" \* MERGEFORMAT 605031347.10 16
misrepresentation, tortious interference, invasion of privacy, negligent hiring or supervision, or any other claims based in contract, tort or equity.
Notwithstanding the foregoing, I understand that the Released Claims do not include claims for breach of Section 11(b) of the Agreement, claims that arise after I sign this General Release, claims for vested pension benefits, claims for workers’ compensation benefits or unemployment compensation benefits, and any other claims that cannot by law be released by private agreement. In addition, this General Release does not prevent me from filing (i) a lawsuit to challenge the effectiveness of my release of claims of age discrimination under the ADEA; or (ii) a charge with a governmental agency, including but not limited to the U.S. Equal Employment Opportunity Commission and the U.S. Securities and Exchange Commission (“SEC”), but I am waiving my right to recover any monetary or injunctive relief pursuant to any such charge (except that this General Release does not prevent me from recovering a bounty or similar award for providing information to the SEC).
I acknowledge and agree that I am releasing both known and unknown claims and waive the benefits of any statute purporting to prevent me from releasing unknown claims, including, but not limited to protection of Cal. Civ. Code Section 1542, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
By signing this General Release, I represent and warrant that:
(a) I have no Released Claims pending against the Company or any other Releasee and have not assigned or transferred any Released Claim to anyone;
(b) Except for the Severance defined in Section 11(b) of the Agreement, I have been timely paid all compensation owed for services rendered through the Separation Date, including all salary, wages, bonuses, commissions, overtime compensation (if applicable) and payment for all accrued but unused vacation, and have timely received all meal periods and rest breaks to which I may have been entitled;
(c) I have been fully reimbursed for all business expenses incurred by me for which I was entitled to reimbursement;
(d) I did not suffer any work-related injury or illness as an employee of the Company or any other Releasee, and I am not aware of any facts or circumstances that would give rise to a workers’ compensation claim by me against the Company or any other Releasee; and
(e) I did not suffer any sexual harassment or sexual abuse as an employee of the Company or any other Releasee, and I am not aware of any facts or circumstances that would give rise to such a claim by me against the Company or any other Releasee.
I acknowledge and agree that:
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(a) the consideration described in the Agreement is consideration to which I would not otherwise be entitled, but for my execution of this General Release;
(b) I have been advised to consult with legal counsel about this General Release and have been given an opportunity to do so;
(c) I have been given at least twenty-one (21) calendar days in which to consider this General Release before signing it, any changes to this General Release did not restart the 21-day consideration period, and if I have signed this General Release in less than 21 days, I have done so voluntarily;
(d) I have not relied on any promises or representations of any kind, except those set forth in the Agreement; and
(e) I have executed this General Release voluntarily, of my own free will, and without any threat, intimidation or coercion.
I understand that I may revoke this General Release by delivering written notice of revocation to the Company by U.S. Mail, delivery or email addressed as follows, which notice must be received not later than the seventh (7th) calendar day following my execution of this General Release, and this General Release shall not become effective until the seven-day revocation period has expired without revocation by me:
Manitex International, Inc.
9725 S. Industrial Drive
Bridgeview, Illinois 60455
Email: DJLangevin@ManitexInternational.com
ATT: David J. Langevin, Chair.
NOTE:
Sign and return within 21 days after last day of employment.
Do not sign until employment has ended.
Michael Coffey
Date:
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Exhibit 31.1
CERTIFICATIONS
I, Michael Coffey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Manitex International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 4, 2023 |
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By: |
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/s/ Michael Coffey |
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Name: |
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Michael Coffey |
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Title: |
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Chief Executive Officer (Principal Executive Officer of Manitex International, Inc.) |
Exhibit 31.2
CERTIFICATIONS
I, Joseph Doolan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Manitex International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 4, 2023 |
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By: |
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/s/ Joseph Doolan |
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Name: |
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Joseph Doolan |
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Title: |
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Chief Financial Officer (Principal Financial and Accounting Officer of Manitex International, Inc.) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Solely for the purpose of complying with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Manitex International, Inc. (the “Company”), hereby certify that, to the best of our knowledge, the Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: |
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/s/ Michael Coffey |
Name: |
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Michael Coffey |
Title: |
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Chief Executive Officer |
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(Principal Executive Officer of Manitex International, Inc.) |
Dated: May 4, 2023
By: |
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/s/ Joseph Doolan |
Name: |
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Joseph Doolan |
Title: |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer of Manitex International, Inc.) |
Dated: May 4, 2023
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
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Statement of Financial Position [Abstract] | ||
Accumulated Depreciation | $ 24,423 | $ 22,441 |
Preferred Stock, shares authorized | 150,000 | 150,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0 | $ 0 |
Common Stock, shares authorized | 25,000,000 | 25,000,000 |
Common Stock, shares issued | 20,161,811 | 20,107,014 |
Common Stock, shares outstanding | 20,161,811 | 20,107,014 |
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
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Mar. 31, 2023 |
Mar. 31, 2022 |
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Net income (loss) | $ (26) | $ 230 |
Other comprehensive income (loss): | ||
Total other comprehensive income (loss) | 673 | (635) |
Comprehensive income (loss) | 647 | (405) |
Comprehensive income (loss) attributable to noncontrolling interest | (79) | |
Total comprehensive income (loss) attributable to shareholders of Manitex International, Inc. | 726 | (405) |
Accumulated Other Comprehensive Loss [Member] | ||
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss) | $ 673 | $ (635) |
Nature of Operations and Basis of Presentation |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nature of Operations and Basis of Presentation | 1. Nature of Operations and Basis of Presentation The unaudited Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 and the related Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 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, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from our audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).
The Company is a leading provider of engineered lifting solutions and equipment rentals. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. Following the completion of the Rabern acquisition the Company reports in two business segments and has five operating segments, under which there are five reporting units
On April 11, 2022, 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 approximately $26 million in cash plus assumed debt of $14 million. Rabern is a construction rental equipment provider, headquartered in Amarillo, Texas, primarily servicing business in the Texas panhandle.
Lifting Equipment Segment
Manitex markets a comprehensive line of boom trucks, truck cranes, aerial platforms, electrical industrial cranes and utility vehicles. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration, energy distribution and infrastructure development, including roads, bridges and commercial construction and the tree care industry. The Company previously announced the closing of the Badger reporting unit which is expected to be finalized in mid-2023.
PM Oil and Steel S.p.A. (“PM” or “PM Group”), 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. Crane and Machinery Leasing, Inc. rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.
Rental Equipment Segment
The Company’s majority-owned subsidiary, Rabern, 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. Rabern has three branches located in the greater Amarillo, Texas market and has recently opened its fourth location in Lubbock, Texas.
COVID-19 Pandemic
We are continuing to closely monitor the impact of the COVID-19 pandemic and other economic conditions, including inflation, interest rate increases and various geopolitical factors, on all aspects of our business, including how these factors are 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. While COVID-19 and these other economic factors have had a material impact on our past financial results, we are unable to predict the ultimate impact that they may have on our business, future results of operations, financial position or cash flows. The extent to which our operations may be impacted by these factors will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. 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 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 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, 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. 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).
Supplemental Cash Flow Information
Transactions for the periods ended March 31, 2023 and 2022 are as follows:
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Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies 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.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term securities purchased with maturity dates of three months or less to be cash equivalents. The cash in the Company’s U.S. banks is not fully insured by the FDIC due to the statutory limit of $250.
Restricted Cash
Certain of the Company’s lending arrangements require the Company to post collateral or maintain minimum cash balances in escrow. These cash amounts are reported as current assets on the balance sheets based on when the cash will be contractually released. Total restricted cash was $208 and $217 at March 31, 2023 and December 31, 2022, respectively. Accounts Receivable and Allowance for Credit Losses
Accounts receivable are stated at the amounts the Company’s customers are invoiced and do not bear interest. The Company has adopted a policy consistent with GAAP for the periodic review of its accounts receivable to determine whether the establishment of an allowance for credit losses is warranted based on the Company’s assessment of the collectability of the accounts. The Company established an allowance for credit losses of $1,976 and $1,948 at March 31, 2023 and December 31, 2022, respectively. The Company also has, in some instances, a security interest in its accounts receivable until payment is received.
Property, Equipment and Depreciation
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 months ended March 31, 2023 and 2022 was $2,303 and $462, respectively.
Accrued Warranties 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. 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 March 31, 2023 and December 31, 2022, accrued warranties were $1,816 and $1,916, respectively.
Advertising
Advertising costs are expensed as incurred and were $187 and $110 for the three months ended March 31, 2023 and 2022, respectively.
Business Combinations
The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred and (2) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. The Company records identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.
Noncontrolling Interest
A noncontrolling interest is the equity interest of consolidated entities that is not owned by the Company. Noncontrolling interest is adjusted for the noncontrolling partners' share of earnings (losses) in accordance with the applicable agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the accompanying condensed consolidated statements of operations.
Share-based Compensation
The Company has elected to account for restricted stock awards with market conditions using a graded vesting method. This method recognizes the compensation cost in the statement of operations over the requisite service period for each separately-vesting tranche of awards. |
Revenue Recognition |
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Revenue from Contract with Customer [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | 3. Revenue Recognition The following table disaggregates our revenue for the three months ended March 31, 2023 and 2022:
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 months ended March 31, 2023 and 2022.
Total Company Revenues by Sources The sources of the Company’s revenues are summarized below for the three months ended March 31, 2023 and 2022.
Customer Deposits
At times, the Company may require an upfront deposit related to its contracts. In instances where an upfront deposit has been received by the Company and the revenue recognition criteria have not yet been met, the Company records a contract liability in the form of a customer deposit, which is classified as a short-term liability on the 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.
The following table summarizes changes in customer deposits for the three months ended March 31, as follows:
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Fair Value Measurements |
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Fair Value Measurements | 4. Fair Value Measurements 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 March 31, 2023 and December 31, 2022 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:
Fair Value Measurements ASC 820-10 classifies the inputs used to measure fair value into the following hierarchy:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability and
Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). 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 intermediary and are Level 2 items. |
Derivative Financial Instruments |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Financial Instruments | 5. Derivative Financial Instruments The Company’s risk management objective is to use the most efficient and effective methods available to us to minimize, eliminate, reduce or transfer the risks which are associated with fluctuation of exchange rates between the Euro, Chilean peso and the U.S. dollar. Forward Currency Contracts
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 gain or 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 March 31, 2023, the Company had entered into a forward currency exchange contract that matures on May 31, 2023. Under this contract the Company was obligated to sell 2,400,000 Chilean pesos for 2,841 Euros. The purpose of the forward contract was 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 Sheets as of March 31, 2023 and December 31, 2022:
The following tables provide the effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022:
During the three months ended March 31, 2023 and 2022, there were no forward currency contracts designated as cash flow hedges. As such, all gains and loss related to forward currency contracts during the three months ended March 31, 2023 and 2022 were recorded in current earnings and did not impact other comprehensive income. |
Inventory, Net |
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Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory, Net | 6. Inventory, net The components of inventory are as follows:
The Company has established reserves for obsolete and excess inventory of $8,112 and $7,971 as of March 31, 2023 and December 31, 2022, respectively. |
Goodwill and Intangible Assets |
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Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets
Intangible assets and accumulated amortization by category as of March 31, 2023 is as follows:
Intangible assets and accumulated amortization by category as of December 31, 2022 is as follows:
Amortization expense for intangible assets was $749 and $683 for the three months ended March 31, 2023 and 2022, respectively.
Estimated amortization expense for the period ending March 31 for the next five years and subsequent is as follows:
Changes in goodwill for the three months ended March 31, 2023 and 2022 are as follows:
The Company performed an impairment assessment as of December 31, 2022. No triggering events have been identified during the quarter ended March 31, 2023. |
Accrued Expenses |
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Accrued Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses | 8. Accrued Expenses
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Accrued Warranty |
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Guarantees [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Warranty | 9. Accrued Warranty
The liability for estimated warranty claims is accrued at the time of sale and the expense is recorded in the Condensed Consolidated Statements 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.
The following table summarizes the changes in product warranty liability:
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Credit Facilities and Debt |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facilities and Debt | 10. Credit Facilities and Debt
Debt is summarized as follows:
U.S. Credit Facilities and Term Loan
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, a $30,000 revolving credit facility and a $15,000 term loan.
Borrowings under the $40,000 revolving credit facility bear interest at a floating rate equal to the Prime Rate plus 0.5%. The $40,000 revolving credit facility requires monthly interest payments with the full principal balance coming due at maturity. The facility originally provided for maturity on April 11, 2024. On January 25, 2023, lender agreed to extend the maturity date to April 11, 2025, with a rolling two-year maturity extension provided there is no event of default. The rolling two-year maturity extension repeats on April 11 each year following 2025 unless the lender provides 120 days’ written notice of non-extension.
Borrowings under the $30,000 revolving credit facility bear interest at a floating rate equal to the Prime Rate plus 0.5%. The $30,000 facility requires quarterly interest payments and principal payments in the amount of 3% of the outstanding balance thereunder on a quarterly basis beginning on January 1, 2023. The facility originally provided for maturity on April 11, 2024. On January 25, 2023, the maturity date was extended to April 11, 2025.
The term loan requires monthly interest payments at a floating rate equal to the Prime Rate plus 0.5% beginning on May 11, 2022. Monthly installments of principal and interest based on an 84-month amortization are payable beginning on November 11, 2022 with the remaining principal balance coming due at maturity on October 11, 2029.
The unused balance of the revolving credit facilities incurs a 0.125% fee that is payable semi-annually. At March 31, 2023 and December 31, 2022, the Company had $49,223 and $41,521 in borrowings under the revolving credit facilities and $14,309 and $14,721 in borrowings 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 March 31, 2023. PM Group Short-Term Working Capital Borrowings At March 31, 2023 and December 31, 2022, PM Group had established demand credit and overdraft facilities with five banks in Italy, one bank in Spain, twelve banks in South America and one bank in Romania. Under the facilities, as of March 31, 2023 and December 31, 2022, PM Group can borrow up to $24,983 and $24,127 for advances against invoices, letter of credit and bank overdrafts. These facilities are divided into two types: working capital facilities and cash facilities. As of March 31, 2023 and December 31, 2022, the interest on the Italian working capital facilities is charged at the 3-month Euribor plus a spread ranging from 175 to 355 basis points and 3-month Euribor plus 450 basis points. Interest on the South American facilities is charged at a flat rate for advances on invoices. Interest on the Romanian facility ranges from 4% to 4.8%.
At March 31, 2023 and December 31, 2022, the banks had advanced PM Group $17,997 and $19,130, respectively. Valla Short-Term Working Capital Borrowings At March 31, 2023 and December 31, 2022, respectively, Valla had established demand credit and overdraft facilities with two Italian banks. Under the facilities, Valla can borrow up to $609 and $599, respectively 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 of 1.67% at March 31, 2023 and 1.67% - 12% at December 31, 2022. At March 31, 2023 and December 31, 2022, the banks had advanced Valla $152 and $235, respectively. PM Group Term Loans At March 31, 2023 and December 31, 2022, respectively, the PM Group has a $5,119 and $5,038 term loan that is 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 a fixed rate of 3.5%, has annual principal payments of approximately $600 per year and has a balloon payment of $2,937 due in 2026. At March 31, 2023 and December 31, 2022, respectively, the PM Group has unsecured borrowings totaling $4,713 and $4,637, respectively. The borrowings have a fixed rate of interest of 3.5%. Annual payments of approximately $1,500 are payable ending in 2025. As of March 31, 2023 and December 31, 2022 the PM Group has a loan in Romania in the amount of $152 and $175 with a fixed interest of 2.75% rate maturing in 2027. |
Leases |
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Leases | 11. Leases
The Company leases certain warehouses, office space, machinery, vehicles and equipment. Leases with an initial term of 12 months or 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 the Company's 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, 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 were 5.8 and 5 years, respectively. The weighted average discount rate for operating and finance leases was 6.0% and 12.4% respectively.
Future principal minimum lease payments for the period ending March 31 for the next five years and subsequent are:
In connection with our acquisition of Rabern, the Company became the lessee of four locations 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 lessor 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. |
Income Taxes |
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Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes
For the three months ended March 31, 2023, the Company recorded an income tax provision of $13, which includes a discrete income tax provision of $16. The calculation of the overall income tax provision for the three months ended March 31, 2023 primarily consists of a discrete income tax expense for the accrual of interest related to unrecognized tax benefits. For the three months ended March 31, 2022, the Company recorded an income tax provision of $132, which includes a discrete income tax expense of $19. The calculation of the overall income tax provision for the three months ended March 31, 2022 primarily consists of foreign income taxes and a discrete income tax expense for the accrual of interest related to unrecognized tax benefits.
The effective tax rate for the three months ended March 31, 2023 was an income tax provision of 100% on pretax loss of $13 compared to an income tax provision of 36.5% on a pretax income of $362 in the comparable prior period. The effective tax rate for the three months ended March 31, 2023 differs from the U.S. statutory rate of 21% primarily due to a valuation allowance in the U.S. and a partial valuation allowance in Italy, nondeductible permanent differences, income taxed in foreign jurisdictions at varying tax rates, and an accrual of interest related to unrecognized tax benefits.
The Company’s total unrecognized tax benefits as of March 31, 2023 and 2022 were approximately $2.9 million and $3.0 million, respectively. |
Net Earnings (Loss) per Common Share |
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Net Earnings (Loss) per Common Share | 13. Net Earnings (Loss) per Common Share Basic net earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Details of the calculations are as follows:
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Equity |
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Equity | 14. Equity
Stock Issued to Employees and Directors The Company issued shares of common stock to employees and Directors as restricted stock units issued under the Company’s 2019 Incentive Plans 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 three months ended March 31, 2023:
Stock Repurchases 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 March 31, 2023:
Restricted Stock Awards The following table contains information regarding restricted stock units through March 31, 2023:
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 $329 and $228 for the three months ended March 31, 2023 and 2022, respectively. Additional compensation expense related to restricted stock units will be $698, $713 and $263 for the remainder of 2023, 2024 and 2025, respectively.
Restricted Stock Award with Market Conditions
On May 3, 2022, in connection with 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 2.95%. 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 $371 for the three months ended March 31, 2023. Additional compensation expense related to Mr. Coffey’s restricted stock units will be $657 and $231 for the remainder of 2023 and 2024, respectively.
Restricted Stock Award with Market and Performance Conditions
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.
Stock Options
On May 3, 2022, in connection with his appointment, Mr. Coffey was also granted 100,000 stock options with an exercise price of $4.13 per share. The options vest ratably on each of the first three anniversary 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 was $66 for the three months ended March 31, 2023. Additional compensation expense related to Mr. Coffey’s options will be $93, $67 and $13 for the remainder of 2023, 2024 and 2025, respectively.
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Legal Proceedings and Other Contingencies |
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Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Contingencies | 15. Legal Proceedings and Other Contingencies The Company is involved in various legal proceedings, including product liability, employment related issues, and workers’ compensation matters that have arisen in the normal course of operations. The Company has product liability insurance with self-insurance retentions that range from $50 to $500.
When it is probable that a loss has been incurred and possible to make a reasonable estimate of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate to estimate the amount within the range that is most likely to occur. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company for these cases. However, the Company does not believe that these contingencies, in the aggregate, will have a material adverse effect on the Company.
The Company has been named as a defendant in several multi-defendant asbestos related product liability lawsuits. In 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.
On May 5, 2011, Company entered into two separate settlement agreements with two plaintiffs. As of March 31, 2023, the Company has a remaining obligation under these agreements to pay the plaintiffs $855 without interest in 9 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.
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 has accrued $335 for settling a litigation matter involving a product liability case. In addition, the Company has recorded a charge of $487 for the estimated withdrawal liability for pension payments that it may owe under a collective bargaining agreement with the unions. These amounts are recorded in other expense in the Statement of Operations for the quarter ended March 31, 2023. |
Transactions between the Company and Related Parties |
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Transactions between the Company and Related Parties | 16. Transactions between the Company and Related Parties In the course of conducting its business, the Company has entered into certain related party transactions. C&M conducts business with RAM P&E LLC for the purposes of obtaining parts business as well as buying, selling and renting equipment. 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 2023.
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 2022, the Company became the lessee of four 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 March 31, 2023 and December 31, 2022, the Company had accounts receivable and payable with related parties as shown below:
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:
(1) Terex is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business. (2) Tadano is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business. (3) RAM P&E is owned by the Company’s Executive Chairman’s daughter. (4) The Company leases its Rabern facilities from HTS, an entity controlled by Steven Berner, the General Manager of Rabern. Pursuant to the terms of the lease, the Company makes monthly lease payments to HTS. The Company is also responsible for all the associated operations expenses, including insurance, property taxes and repairs. The leases contain additional renewal options at the Company's discretion. |
Restructuring |
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Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 17. Restructuring
On 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 produced in Winona, Minnesota, to its Georgetown, Texas, facility. The Restructuring is expected to be completed during 2023. |
Business Combination |
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Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination | Note 18. Business Combination
On April 11, 2022, Manitex entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), with Rabern and Steven Berner. Pursuant to the Purchase Agreement, the Company acquired a 70% membership interest in Rabern for a purchase price of approximately $26 million in cash plus assumed debt of $14 million, subject to the various adjustments, escrows and other provisions of the Purchase Agreement. The Rabern acquisition closed on April 11, 2022. A total of $1.5 million of the purchase price is 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, retained 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 the final calculation of working capital and the net book value of the rental fleet as of the date of the acquisition. The Company financed the acquisition by borrowings on the Company’s line of credit and a term loan.
The acquisition of Rabern was accounted for as a business combination in accordance with Accounting Standards Codification ASC 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 $40.5 million. 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. The following table summarizes the purchase price allocations for the Rabern acquisition as of March 31, 2023:
The fair value of identifiable intangible assets is determined primarily using the relief from royalty approach and 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 make an IRC Section 754 Election which will give Manitex Section 743(b) step-up in the tax basis in the partnership assets for its acquired membership interest. |
Segment Information |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | Note 19. Segment Information
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 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 two business segments: the Lifting Equipment segment and the Rental Equipment segment.
Lifting 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 PM and Valla, two of the Company's 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.
Rental Equipment Segment
The 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 segments: Lifting Equipment and Rental Equipment:
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Significant Accounting Policies (Policies) |
3 Months Ended |
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Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting Policy | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term securities purchased with maturity dates of three months or less to be cash equivalents. The cash in the Company’s U.S. banks is not fully insured by the FDIC due to the statutory limit of $250. |
Restricted Cash | Restricted Cash
Certain of the Company’s lending arrangements require the Company to post collateral or maintain minimum cash balances in escrow. These cash amounts are reported as current assets on the balance sheets based on when the cash will be contractually released. Total restricted cash was $208 and $217 at March 31, 2023 and December 31, 2022, respectively. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses
Accounts receivable are stated at the amounts the Company’s customers are invoiced and do not bear interest. The Company has adopted a policy consistent with GAAP for the periodic review of its accounts receivable to determine whether the establishment of an allowance for credit losses is warranted based on the Company’s assessment of the collectability of the accounts. The Company established an allowance for credit losses of $1,976 and $1,948 at March 31, 2023 and December 31, 2022, respectively. The Company also has, in some instances, a security interest in its accounts receivable until payment is received. |
Property, Equipment and Depreciation | Property, Equipment and Depreciation
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 months ended March 31, 2023 and 2022 was $2,303 and $462, respectively. |
Accrued Warranties | Accrued Warranties 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. 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 March 31, 2023 and December 31, 2022, accrued warranties were $1,816 and $1,916, respectively. |
Advertising | Advertising Advertising costs are expensed as incurred and were $187 and $110 for the three months ended March 31, 2023 and 2022, respectively. |
Business Combinations | Business Combinations
The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair market values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred and (2) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. The Company records identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.
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Noncontrolling Interest | Noncontrolling Interest
A noncontrolling interest is the equity interest of consolidated entities that is not owned by the Company. Noncontrolling interest is adjusted for the noncontrolling partners' share of earnings (losses) in accordance with the applicable agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the accompanying condensed consolidated statements of operations. |
Share-based Compensation | Share-based Compensation
The Company has elected to account for restricted stock awards with market conditions using a graded vesting method. This method recognizes the compensation cost in the statement of operations over the requisite service period for each separately-vesting tranche of awards. |
Nature of Operations and Basis of Presentation (Tables) |
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Schedule of Supplemental Cash Flow Transactions | Transactions for the periods ended March 31, 2023 and 2022 are as follows:
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Revenue Recognition (Tables) |
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Summary of Disaggregates of Revenue, Geographic Area and Source | The following table disaggregates our revenue for the three months ended March 31, 2023 and 2022:
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 months ended March 31, 2023 and 2022.
The sources of the Company’s revenues are summarized below for the three months ended March 31, 2023 and 2022.
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Summary of Changes in Customer Deposits | The following table summarizes changes in customer deposits for the three months ended March 31, as follows:
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Fair Value Measurements (Tables) |
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Summary of Items Measures at Fair Value on Recurring Basis | The following is summary of items that the Company measures at fair value on a recurring basis:
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Derivative Financial Instruments (Tables) |
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Fair Value Amounts of Derivative Instruments Reported in Consolidated Balance Sheets | The following table provides the location and fair value amounts of derivative instruments that are reported in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022:
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Effect of Derivative Instruments on Condensed Consolidated Statements of Operations | The following tables provide the effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022:
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Inventory, Net (Tables) |
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Components of Inventory | The components of inventory are as follows:
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Goodwill and Intangible Assets (Tables) |
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Intangible Assets and Accumulated Amortization by Category | Intangible assets and accumulated amortization by category as of March 31, 2023 is as follows:
Intangible assets and accumulated amortization by category as of December 31, 2022 is as follows:
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Schedule of Estimated Amortization Expense | Estimated amortization expense for the period ending March 31 for the next five years and subsequent is as follows:
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Changes in Goodwill | Changes in goodwill for the three months ended March 31, 2023 and 2022 are as follows:
|
Accrued Expenses (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accrued Expenses |
|
Accrued Warranty (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guarantees [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Changes in Product Warranty Liability | The following table summarizes the changes in product warranty liability:
|
Credit Facilities and Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Debt | Debt is summarized as follows:
|
Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Leases on Consolidated Balance Sheet |
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Schedule of Lease Cost |
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Summary of Other Information Related to Leases |
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Schedule of Future Principal Minimum Lease Payments |
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Net Earnings (Loss) per Common Share (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Earnings Per Share | 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:
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Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share |
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Equity (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Stock Issuances | The following is a summary of stock issuances that occurred during the three months ended March 31, 2023:
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Summary of Common Stock Repurchases | The below table summarizes shares repurchased from employees during the current year through March 31, 2023:
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Restricted Stock Units Outstanding | The following table contains information regarding restricted stock units through March 31, 2023:
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Summary of Assumptions to Calculate the Black-Scholes Option Pricing Model for Stock Options Granted |
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Transactions between the Company and Related Parties (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Receivable and Accounts Payable with Related Parties | As of March 31, 2023 and December 31, 2022, the Company had accounts receivable and payable with related parties as shown below:
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Related Party Transactions | 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:
(1) Terex is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business. (2) Tadano is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business. (3) RAM P&E is owned by the Company’s Executive Chairman’s daughter. (4)
The Company leases its Rabern facilities from HTS, an entity controlled by Steven Berner, the General Manager of Rabern. Pursuant to the terms of the lease, the Company makes monthly lease payments to HTS. The Company is also responsible for all the associated operations expenses, including insurance, property taxes and repairs. The leases contain additional renewal options at the Company's discretion. |
Business Combination (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Purchase Price Allocations | The following table summarizes the purchase price allocations for the Rabern acquisition as of March 31, 2023:
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Segment Information (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Financial Information of Operating Segments | The following is financial information for our two operating segments: Lifting Equipment and Rental Equipment:
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Summary of Net Sales by Country |
|
Nature of Operations and Basis of Presentation - Schedule of Supplemental Cash Flow Transactions (Detail) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Supplemental Cash Flow Elements [Abstract] | ||||
Interest received in cash | $ 2 | |||
Interest paid in cash | $ 1,828 | 464 | ||
Income tax payments in cash | 22 | 28 | ||
Recognition of right-of-use asset and right-of-use liability | 2,480 | |||
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets: | ||||
Cash and cash equivalents | 9,927 | 15,524 | ||
Restricted cash | 208 | 221 | $ 217 | |
Cash, cash equivalents and restricted cash at the end of year | $ 10,135 | $ 15,745 | $ 8,190 | $ 21,581 |
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
|
Accounting Policies [Line Items] | |||
Statutory limit of highly liquid investments | $ 250 | ||
Cash - restricted | 208 | $ 221 | $ 217 |
Allowance for bad debt | 1,976 | 1,948 | |
Depreciation Expense | 2,303 | 462 | |
Accrued warranties | 1,816 | $ 1,916 | |
Advertising costs | $ 187 | $ 110 |
Revenue Recognition - Summary of Disaggregates of Revenue (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 67,871 | $ 60,420 |
Equipment Sales [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 52,749 | 52,631 |
Part Sales [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 7,192 | 6,772 |
Rentals [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 5,835 | |
Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 1,117 | $ 1,017 |
Merchandise Sales and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 978 |
Revenue Recognition - Summary of Revenues by Geographic Area (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 67,871 | $ 60,420 |
United States [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 30,126 | 30,884 |
Italy [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 13,278 | 6,673 |
Canada [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 5,899 | 4,088 |
Chile [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 4,544 | 2,452 |
France [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 2,259 | 3,677 |
Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 11,765 | $ 12,646 |
Revenue Recognition - Summary of Changes in Customer Deposits (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Revenue from Contract with Customer [Abstract] | ||
Customer deposits | $ 3,407 | $ 7,121 |
Additional customer deposits received where revenue has not yet been recognized | 1,937 | 2,078 |
Revenue recognized from customer deposits | (2,639) | (4,444) |
Effect of change in exchange rates | 27 | (78) |
Total customer deposits | $ 2,732 | $ 4,677 |
Fair Value Measurements - Summary of Items Measures at Fair Value on Recurring Basis (Detail) - Fair Value Measurements Recurring [Member] - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total current assets at fair value | $ 124 | |
Total liabilities at fair value | $ 20 | |
Forward Currency Exchange Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total current assets at fair value | 124 | |
Total liabilities at fair value | 20 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total current assets at fair value | 124 | |
Total liabilities at fair value | 20 | |
Level 2 [Member] | Forward Currency Exchange Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total current assets at fair value | $ 124 | |
Total liabilities at fair value | $ 20 |
Derivative Financial Instruments - Additional Information (Detail) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2023
CLP ($)
ForwardContract
|
Mar. 31, 2023
EUR (€)
ForwardContract
|
Mar. 31, 2022
ForwardContract
|
|
Forward Currency Contracts [Member] | Derivatives Designated as Hedge Instrument [Member] | Designated as Cash Flow Hedges [Member] | |||
Derivative [Line Items] | |||
Number of forward currency exchange contracts | ForwardContract | 0 | 0 | 0 |
First and Second Forward Currency Contracts [Member] | |||
Derivative [Line Items] | |||
Contractual obligation foreign currency contracts | € | € 2,841,000 | ||
First and Second Forward Currency Contracts [Member] | Chile Pesos [Member] | |||
Derivative [Line Items] | |||
Contractual obligation foreign currency contracts | $ | $ 2,400,000,000 | ||
First Forward Currency Contracts [Member] | |||
Derivative [Line Items] | |||
Contract maturity date | May 31, 2023 |
Derivative Financial Instruments - Fair Value Amounts of Derivative Instruments Reported in Consolidated Balance Sheets (Detail) - Foreign Currency Exchange Contract [Member] - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Derivatives Fair Value [Line Items] | ||
Asset Derivatives | $ 124 | |
Liabilities Derivatives | $ 20 |
Derivative Financial Instruments - Effect of Derivative Instruments on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Derivatives Fair Value [Line Items] | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Foreign Currency Transaction Gain (Loss), before Tax | Foreign Currency Transaction Gain (Loss), before Tax |
Forward Currency Contracts [Member] | Derivatives Not Designated as Hedge Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Gain (loss) recognized in statement of operations | $ 15 | $ (356) |
Forward Currency Contracts [Member] | Forward Currency Contract [Member] | Derivatives Not Designated as Hedge Instrument [Member] | ||
Derivatives Fair Value [Line Items] | ||
Gain (loss) recognized in statement of operations | $ 15 | $ (356) |
Inventory, Net - Components of Inventory (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Raw materials and purchased parts, net | $ 53,239 | $ 47,168 |
Work in process, net | 8,178 | 6,015 |
Finished goods, net | 17,634 | 16,618 |
Inventory, net | $ 79,051 | $ 69,801 |
Inventory, Net - Additional Information (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Reserves for obsolete and excess inventory | $ 8,112 | $ 7,971 |
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Finite And Infinite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 749 | $ 683 |
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 3,065 | |
2025 | 2,513 | |
2026 | 860 | |
2027 | 621 | |
2028 | 521 | |
And subsequent | 4,204 | |
Total intangible assets currently to be amortized | 11,784 | |
Intangible assets with indefinite lives not amortized | 2,093 | |
Total intangible assets, net | $ 13,877 | $ 14,367 |
Goodwill and Intangible Assets - Changes in Goodwill (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 36,916 | $ 24,949 |
Effect of change in exchange rates | 248 | (320) |
Ending Balance | $ 37,164 | $ 24,629 |
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and benefits | $ 4,834 | $ 4,929 |
Accrued expenses—other | 2,550 | 1,898 |
Accrued vacation | 2,002 | 1,635 |
Accrued warranty | 1,817 | 1,916 |
Accrued legal settlement | 1,205 | 1,160 |
Accrued income tax and other taxes | 644 | 841 |
Total accrued expenses | $ 13,052 | $ 12,379 |
Accrued Warranty - Summary of Changes in Product Warranty Liability (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Product Warranties Disclosures [Abstract] | ||
Beginning Balance | $ 1,916 | $ 1,578 |
Provision for warranties issued during the year | 167 | 660 |
Warranty services provided | (274) | (503) |
Foreign currency translation | 8 | (10) |
Ending Balance | $ 1,817 | $ 1,725 |
Credit Facilities and Debt - Summary of Debt (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Debt Instrument [Line Items] | ||
Total debt | $ 92,487 | $ 86,505 |
Less: Debt issuance costs | (90) | (99) |
Debt, net of issuance costs | 92,397 | 86,406 |
U.S. Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 49,223 | 41,521 |
Italy Group Short-Term Working Capital Borrowings [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 18,149 | 19,365 |
U.S Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 14,309 | 14,721 |
Italy Group Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 9,931 | 9,675 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 875 | $ 1,223 |
Credit Facilities and Debt - Additional Information - Valla Short-Term Working Capital Borrowings (Detail) - Short-term Working Capital Borrowings [Member] - Valla Contingent Consideration [Member] |
Mar. 31, 2023
USD ($)
Bank
|
Dec. 31, 2022
USD ($)
Bank
|
---|---|---|
Credit Facilities [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 609,000 | $ 599,000 |
Revolving credit facility | $ 152,000 | $ 235,000 |
Italy [Member] | ||
Credit Facilities [Line Items] | ||
Number of Italian banks | Bank | 2 | 2 |
Working capital borrowing interest rate | 1.67% | |
Minimum [Member] | Italy [Member] | ||
Credit Facilities [Line Items] | ||
Working capital borrowing interest rate | 1.67% | |
Maximum [Member] | Italy [Member] | ||
Credit Facilities [Line Items] | ||
Working capital borrowing interest rate | 12.00% |
Leases - Additional Information (Detail) |
3 Months Ended |
---|---|
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease renewal term | Most leases include one or more options to renew, with renewal terms that can extend the lease term. |
Weighted average remaining useful life for operating leases | 5 years 9 months 18 days |
Weighted average remaining useful life for finance leases | 5 years |
Weighted average discount rate for operating leases | 6.00% |
Weighted average discount rate for finance leases | 12.40% |
Leases - Schedule of Leases on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Assets | ||
Operating lease assets | $ 7,954 | $ 5,667 |
Financing lease assets | $ 1,907 | $ 2,005 |
Finance Lease Right Of Use Asset Statement Of Financial Position Extensible List | Total fixed assets, net of accumulated depreciation of $24,423 and $22,441at March 31, 2023 and December 31, 2022, respectively | Total fixed assets, net of accumulated depreciation of $24,423 and $22,441at March 31, 2023 and December 31, 2022, respectively |
Total leased assets | $ 9,861 | $ 7,672 |
Current | ||
Operating | 2,134 | 1,758 |
Financing | 532 | 509 |
Non-current | ||
Operating | 5,820 | 3,909 |
Financing | 3,239 | 3,382 |
Total lease liabilities | $ 11,725 | $ 9,558 |
Leases - Schedule of Lease Cost (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Lease Cost | ||
Operating lease costs | $ 501 | $ 296 |
Finance lease cost | ||
Amortization of leased assets | 98 | 91 |
Interest on lease liabilities | 119 | 131 |
Lease cost | $ 718 | $ 518 |
Leases - Summary of Other Information Related to Leases (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 501 | $ 296 |
Operating cash flows from finance leases | 119 | 131 |
Financing cash flows from finance leases | $ 119 | $ 93 |
Leases - Schedule of Future Principal Minimum Lease Payments (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Operating Leases | ||
2024 | $ 2,230 | |
2025 | 1,741 | |
2026 | 1,509 | |
2027 | 1,397 | |
2028 | 696 | |
And subsequent | 772 | |
Total undiscounted lease payments | 8,345 | |
Less interest | (391) | |
Total liabilities | 7,954 | |
Less current maturities | (2,134) | $ (1,758) |
Operating | 5,820 | 3,909 |
Capital Leases | ||
2024 | 971 | |
2025 | 999 | |
2026 | 996 | |
2027 | 1,026 | |
2028 | 1,056 | |
And subsequent | 89 | |
Total undiscounted lease payments | 5,137 | |
Less interest | (1,366) | |
Total liabilities | 3,771 | |
Less current maturities | (532) | (509) |
Financing | $ 3,239 | $ 3,382 |
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Income Taxes Disclosure [Line Items] | ||
Income tax (benefit) provision | $ 13 | $ 132 |
Discrete income tax expense (benefit) | $ 16 | $ 19 |
Annual effective tax rate | 100.00% | 36.50% |
Pretax income (loss) | $ (13) | $ 362 |
Annual statutory tax rates | 21.00% | |
Total unrecognized tax benefits | $ 2,900 | $ 3,000 |
Net Earnings (Loss) per Common Share - Basic and Diluted Net Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Earnings Per Share [Abstract] | ||
Net income (loss) | $ (26) | $ 230 |
Net income (loss) attributable to noncontrolling interest | (79) | |
Net income (loss) attributable to shareholders of Manitex International, Inc. | $ 53 | $ 230 |
Basic | ||
Net income (loss) | $ 0.00 | $ 0.01 |
Net income (loss) attributable to shareholders of Manitex International, Inc. | 0.01 | |
Diluted | ||
Net income (loss) | $ 0.00 | 0.01 |
Net income (loss) attributable to shareholders of Manitex International, Inc. | $ 0.01 | |
Weighted average common shares outstanding | ||
Basic | 20,122,054 | 19,961,785 |
Diluted | ||
Basic | 20,122,054 | 19,961,785 |
Dilutive effect of restricted stock units and stock options | 52,395 | |
Basic and Dilutive | 20,122,054 | 20,014,180 |
Net Earnings (Loss) per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Detail) - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted earnings per share | 534,890 | 275,942 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted earnings per share | 337,453 | 178,505 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted earnings per share | 197,437 | 97,437 |
Equity - Summary of Common Stock Repurchases (Detail) |
3 Months Ended |
---|---|
Mar. 31, 2023
$ / shares
shares
| |
Schedule Of Share Repurchase Programs [Line Items] | |
Shares Purchased | 7,605 |
March 6, 2023 [Member] | |
Schedule Of Share Repurchase Programs [Line Items] | |
Shares Purchased | 3,801 |
Closing Price on Date of Purchase | $ / shares | $ 5.12 |
March 8, 2023 [Member] | |
Schedule Of Share Repurchase Programs [Line Items] | |
Shares Purchased | 3,804 |
Closing Price on Date of Purchase | $ / shares | $ 5.32 |
Equity - Restricted Stock Units Outstanding (Detail) |
3 Months Ended |
---|---|
Mar. 31, 2023
shares
| |
Equity [Abstract] | |
Outstanding on January 1, 2023 | 288,904 |
Units granted during the period | 114,000 |
Vested and issued | (54,797) |
Vested-issued and repurchased for income tax withholding | (7,605) |
Forfeited | (1,150) |
Outstanding on March 31, 2023 | 339,352 |
Equity - Additional Information - Restricted Stock Award (Detail) - Restricted Stock Units [Member] - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense related to restricted stock units | $ 329 | $ 228 |
Compensation expense related to restricted stock awards and stock options for remainder of 2023 | 698 | |
Compensation expense related to restricted stock units and stock options granted for year 2024 | 713 | |
Compensation expense related to restricted stock units and stock options granted for year 2025 | $ 263 |
Equity - Restricted Stock Award with Market Conditions - Additional Information (Detail) $ in Thousands |
3 Months Ended | |
---|---|---|
May 03, 2022
USD ($)
Simulation
shares
|
Mar. 31, 2023
USD ($)
shares
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock award granted | shares | 114,000 | |
Restricted Stock Award with Market Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock award granted | shares | 490,000 | |
Fair value of market conditions | $ 2,200 | |
Average number of simulation runs | Simulation | 20,000 | |
Expected term | 3 years | |
Expected volatility rate | 60.00% | |
Risk free interest rate | 2.95% | |
Compensation expense related to restricted stock units | $ 371 | |
Compensation expense related to restricted stock awards and stock options for remainder of 2023 | 657 | |
Compensation expense related to restricted stock units and stock options granted for year 2024 | $ 231 |
Equity - Additional Information - Restricted Stock Award with Market and Performance Conditions (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
May 03, 2022 |
Mar. 31, 2023 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock award granted | 114,000 | |
Restricted Stock Award with Market and Performance Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock award granted | 100,000 | |
Per share consideration for common stock exceeds | $ 10.00 | |
Fair value of market conditions | $ 481 | |
Expected term | 3 years | |
Expected volatility rate | 60.00% | |
Risk free interest rate | 2.95% |
Equity - Additional Information - Stock Options (Detail) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
May 03, 2022 |
Mar. 31, 2023 |
|
Class Of Warrant Or Right [Line Items] | ||
Stock options granted | 100,000 | |
Stock options granted, exercise price per share | $ 4.13 | |
Stock options vesting period | 3 years | |
Compensation expense related to stock options | $ 66 | |
Compensation expense related to restricted stock awards and stock options for remainder of 2023 | 93 | |
Compensation expense related to restricted stock units and stock options granted for year 2024 | 67 | |
Compensation expense related to restricted stock units and stock options granted for year 2025 | $ 13 |
Equity - Summary of Assumptions for Stock Options (Detail) - Stock Options [Member] |
May 03, 2022
$ / shares
|
---|---|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 55.00% |
Risk free interest rate | 3.02% |
Expected life (in years) | 6 years |
Fair value of the option granted | $ 4.13 |
Transactions between the Company and Related Parties - Schedule of Accounts Receivable and Accounts Payable with Related Parties (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
||||
---|---|---|---|---|---|---|
Related Party Transaction [Line Items] | ||||||
Accounts Receivable | $ 108 | |||||
Accounts Payable | 42 | $ 60 | ||||
Net Related Party Accounts Receivable/(Payable) | 66 | (60) | ||||
Terex Corporation [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Receivable | [1] | 59 | ||||
Accounts Payable | [1] | 35 | $ 60 | |||
Tadano [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Receivable | 49 | |||||
Accounts Payable | [2] | $ 7 | ||||
|
Transactions between the Company and Related Parties - Related Party Transactions (Detail) - USD ($) $ in Thousands |
3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Sales | $ 109 | $ 79 | ||||||||
Total Purchases | 42 | 199 | ||||||||
Rabern Rentals, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Sales | [1] | 191 | ||||||||
Terex Corporation [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Sales | [2] | 59 | 39 | |||||||
Total Purchases | [2] | 35 | 69 | |||||||
Tadano [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Sales | [3] | 50 | 13 | |||||||
Total Purchases | [3] | $ 7 | 130 | |||||||
RAM P&E [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total Sales | [4] | $ 27 | ||||||||
|
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
---|---|---|
Restructuring Cost And Reserve [Line Items] | ||
Assets held for sale | $ 75 | $ 75 |
Business Combination - Additional Information (Detail) - Rabern Rentals, LLC [Member] $ in Thousands |
Apr. 11, 2022
USD ($)
|
---|---|
Business Acquisition [Line Items] | |
Purchase price | $ 40,504 |
Cash consideration | $ 25,900 |
Steven Berner [Member] | |
Business Acquisition [Line Items] | |
Percentage of membership interest acquired | 100.00% |
Membership Interest Purchase Agreement [Member] | |
Business Acquisition [Line Items] | |
Percentage of membership interest acquired | 70.00% |
Cash consideration | $ 26,000 |
Cash plus assumed debt | $ 14,000 |
Acquisition closed date | Apr. 11, 2022 |
Amount held in escrow | $ 1,500 |
Membership Interest Purchase Agreement [Member] | Steven Berner [Member] | |
Business Acquisition [Line Items] | |
Percentage of membership interest acquired | 30.00% |
Segment Information - Additional Information (Detail) |
3 Months Ended |
---|---|
Mar. 31, 2023
Segment
| |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Summary of Financial Information of Operating Segments (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
Segment Reporting Information [Line Items] | ||
Net revenues | $ 67,871 | $ 60,420 |
Operating income (loss) | 2,565 | 650 |
Depreciation and amortization | 3,052 | 1,144 |
Capital expenditures | 2,458 | 536 |
Lifting Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 61,112 | 60,420 |
Rental Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 6,759 | |
Operating Segments [Member] | Lifting Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 61,112 | 60,420 |
Operating income (loss) | 2,581 | 650 |
Depreciation and amortization | 1,088 | 1,144 |
Capital expenditures | 513 | $ 536 |
Operating Segments [Member] | Rental Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 6,759 | |
Operating income (loss) | (16) | |
Depreciation and amortization | 1,964 | |
Capital expenditures | $ 1,945 |
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