Manitex Earnings 2020-09-30

Balance Sheet	Income Statement	Cash Flow
Assets, Equity	Rev, G Profit, Net Income	Ops, Inv, Fin

mntx-10q_20200930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32401

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

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

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MNTX	The NASDAQ Stock Market LLC
Preferred Share Purchase Rights	N/A	The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

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

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

The number of shares of the registrant’s common stock, no par, outstanding at November 2, 2020 was 19,791,614.

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

GENERAL

This Quarterly Report on Form 10-Q filed by Manitex International, Inc. speaks as of September 30, 2020 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, 2019, in the section entitled “Item 1A. Risk Factors”:

•

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

•

the continuing impact of COVID-19 and related economic conditions, including the Company’s assessment of the vulnerability of our customers and vendors in relation to the economic disruptions associated with COVID-19;

•

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

•

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

•

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

•

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

•

the cyclical nature of the markets we operate in;

•

an increase in interest rates;

•

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

•

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

•

our customers’ diminished liquidity and credit availability;

•

the performance of our competitors;

•

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

•

potential losses under residual value guarantees;

•

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

•

the volatility of our stock price;

•

future sales of our common stock;

•

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

•

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

•

compliance with changing laws and regulations;

•

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

•

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

•

a disruption or breach in our information technology systems;

•

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

•

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

•

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

•

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

•

other factors.

The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in this Quarterly Report 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.

MANITEX INTERNATIONAL, INC.

FORM 10-Q INDEX

TABLE OF CONTENTS

PART I:	FINANCIAL INFORMATION		4

ITEM 1: Financial Statements (Unaudited)			4

	Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	4

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019		5

	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2020 and 2019		6

	Condensed Consolidated Statement of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019		7

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019		8

	Notes to Condensed Consolidated Financial Statements		9

ITEM 2: Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			34

ITEM 3: Quantitative And Qualitative Disclosures About Market Risk			41

ITEM 4: Controls And Procedures			41

PART II:	OTHER INFORMATION		43

ITEM 1: Legal Proceedings			43

ITEM 1A: Risk Factors			43

ITEM 2: Unregistered Sales Of Equity Securities And Use Of Proceeds			44

ITEM 3: Defaults Upon Senior Securities			45

ITEM 4: Mine Safety Disclosures			45

ITEM 5: Other Information			45

ITEM 6: Exhibits			45

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)

	September 30, 2020			December 31, 2019
ASSETS
Current assets
Cash	$	23,331		$	23,327
Cash – restricted		231			217
Trade receivables (net)		29,916			34,725
Other receivables		997			1,033
Inventory (net)		58,641			57,818
Prepaid expense and other current assets		4,392			4,706
Current assets of discontinued operations		180			1,591
Total current assets		117,688			123,417
Total fixed assets, net of accumulated depreciation of $18,551 and $16,818 at September 30, 2020 and December 31, 2019, respectively		18,531			19,035
Operating lease assets		2,160			2,174
Intangible assets (net)		15,752			17,032
Goodwill		26,699			32,635
Other long-term assets		168			281
Deferred tax asset		415			441
Long-term assets of discontinued operations		—			413
Total assets	$	181,413		$	195,428
LIABILITIES AND EQUITY
Current liabilities
Notes payable	$	17,832		$	18,212
Convertible note - related party (net)		7,455			7,323
Convertible note (net)		7,976			—
Current portion of finance lease obligations		352			476
Current portion of operating lease liabilities		761			813
Accounts payable		29,337			29,593
Accounts payable related parties		33			228
Accrued expenses		9,265			9,138
Customer deposits		1,669			1,493
Deferred income liability		3,747			—
Current liabilities of discontinued operations		215			800
Total current liabilities		78,642			68,076
Long-term liabilities
Revolving term credit facilities		5,000			—
Notes payable (net)		15,368			19,446
Finance lease obligations (net of current portion)		4,311			4,584
Non-current operating lease liabilities		1,398			1,361
Convertible note (net)		—			14,760
Deferred gain on sale of property		607			667
Deferred tax liability		959			721
Other long-term liabilities		5,795			5,913
Long-term liabilities of discontinued operations		—			350
Total long-term liabilities		33,438			47,802
Total liabilities		112,080			115,878
Commitments and contingencies
Equity
Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at September 30, 2020 and December 31, 2019		—			—
Common Stock—no par value 25,000,000 shares authorized, 19,794,316 and 19,713,185 shares issued and outstanding at September 30, 2020, and December 31, 2019, respectively		131,276			130,710
Paid in capital		2,870			2,793
Retained deficit		(61,977	)		(50,253	)
Accumulated other comprehensive loss		(2,836	)		(3,700	)
Total equity		69,333			79,550
Total liabilities and equity	$	181,413		$	195,428

The accompanying notes are an integral part of these financial statements

MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for share and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net revenues	$	36,466		$	50,599		$	122,314		$	162,403
Cost of sales		29,807			42,164			99,877			131,478
Gross profit		6,659			8,435			22,437			30,925
Operating expenses
Research and development costs		788			497			2,246			1,890
Selling, general and administrative expenses		6,462			7,808			21,226			26,485
Impairment of intangibles		—			1,539			6,722			1,539
Total operating expenses		7,250			9,844			30,194			29,914
Operating (loss) income		(591	)		(1,409	)		(7,757	)		1,011
Other (expense) income
Interest expense		(825	)		(1,121	)		(2,833	)		(3,298	)
Interest income		6			41			80			161
Gain on extinguishment of debt		595			—			595			—
Change in fair value of securities held		—			216			—			5,454
Foreign currency transaction loss		(229	)		(307	)		(671	)		(718	)
Other expense		(341	)		(11	)		(497	)		(22	)
Total other (expense) income		(794	)		(1,182	)		(3,326	)		1,577
(Loss) income before income taxes from continuing operations		(1,385	)		(2,591	)		(11,083	)		2,588
Income tax expense (benefit) from continuing operations		62			1,874			(191	)		2,449
Net (loss) income from continuing operations		(1,447	)		(4,465	)		(10,892	)		139
Discontinued operations
Loss from operations of discontinued operations		(120	)		(7,302	)		(831	)		(7,805	)
Income tax expense		4			84			1			39
Loss from discontinued operations		(124	)		(7,386	)		(832	)		(7,844	)
Net loss		(1,571	)		(11,851	)		(11,724	)		(7,705	)
(Loss) earnings Per Share
Basic
(Loss) earnings from continuing operations	$	(0.07	)	$	(0.23	)	$

Price	6.48	EPS	-0
Shares	20	P/E	-17
MCap	128	P/FCF	-18
Net Debt	2	EBIT	-2
TEV	129	TEV/EBIT	-70
TTM 2019-09-30, in MM, except price, ratios

10-Q	2020-09-30	Filed 2020-11-05
10-Q	2020-06-30	Filed 2020-08-07
10-Q	2020-03-31	Filed 2020-05-08
10-K	2019-12-31	Filed 2020-03-10
10-Q	2019-09-30	Filed 2019-11-08
10-Q	2019-06-30	Filed 2019-08-08
10-Q	2019-03-31	Filed 2019-05-07
10-K	2018-12-31	Filed 2019-03-15
10-Q	2018-09-30	Filed 2018-11-02
10-Q	2018-06-30	Filed 2018-08-08
10-Q	2018-03-31	Filed 2018-05-10
10-K	2017-12-31	Filed 2018-04-11
10-Q	2017-06-30	Filed 2017-08-03
10-Q	2017-03-31	Filed 2017-05-04
10-K	2016-12-31	Filed 2017-03-10
10-Q	2016-12-31	Filed 2018-04-03
10-Q	2016-09-30	Filed 2016-11-09
10-Q	2016-06-30	Filed 2016-08-05
10-Q	2016-03-31	Filed 2016-05-06
10-K	2015-12-31	Filed 2016-03-10
10-Q	2015-09-30	Filed 2015-11-05
10-Q	2015-06-30	Filed 2015-08-10
10-Q	2015-03-31	Filed 2015-05-11
10-K	2014-12-31	Filed 2015-03-16
10-Q	2014-09-30	Filed 2014-11-07
10-Q	2014-06-30	Filed 2014-08-07
10-Q	2014-03-31	Filed 2014-05-09
10-K	2013-12-31	Filed 2014-03-11
10-Q	2013-09-30	Filed 2013-11-08
10-Q	2013-06-30	Filed 2013-08-08
10-Q	2013-03-31	Filed 2013-05-08
10-K	2012-12-31	Filed 2013-03-14
10-Q	2012-09-30	Filed 2012-11-09
10-Q	2012-06-30	Filed 2012-08-10
10-Q	2012-03-31	Filed 2012-05-11
10-K	2011-12-31	Filed 2012-03-23
10-Q	2011-09-30	Filed 2011-11-14
10-Q	2011-06-30	Filed 2011-08-15
10-Q	2011-03-31	Filed 2011-05-13
10-K	2010-12-31	Filed 2011-03-30
10-Q	2010-09-30	Filed 2010-11-12
10-Q	2010-06-30	Filed 2010-08-13
10-Q	2010-03-31	Filed 2010-05-13
10-K	2009-12-31	Filed 2010-03-30

8-K	2020-11-05	Earnings, Exhibits
8-K	2020-10-01	Officers, Regulation FD, Exhibits
8-K	2020-09-16	Officers
8-K	2020-08-06	Earnings, Exhibits
8-K	2020-06-03
8-K	2020-05-07
8-K	2020-03-09
8-K	2020-03-05
8-K	2019-11-13
8-K	2019-11-07
8-K	2019-10-01
8-K	2019-09-30
8-K	2019-08-28
8-K	2019-08-19
8-K	2019-08-08
8-K	2019-06-13
8-K	2019-06-12
8-K	2019-05-07
8-K	2019-05-06
8-K	2019-03-18
8-K	2019-03-14
8-K	2018-12-04
8-K	2018-11-01
8-K	2018-10-10
8-K	2018-09-28
8-K	2018-08-09
8-K	2018-08-07
8-K	2018-07-23
8-K	2018-06-05
8-K	2018-05-31
8-K	2018-05-24
8-K	2018-05-15
8-K	2018-05-10
8-K	2018-05-09
8-K	2018-03-30
8-K	2018-03-28
8-K	2018-03-23
8-K	2018-03-12
8-K	2018-03-09
8-K	2018-03-06
8-K	2018-02-26
8-K	2018-02-21
8-K	2018-02-06
8-K	2018-01-29

EX-31.1	mntx-ex311_8.htm
EX-31.2	mntx-ex312_7.htm
EX-32.1	mntx-ex321_6.htm

MNTX 10Q Quarterly Report

Manitex Earnings 2020-09-30