Form 8-K Manitex International, For: Nov 09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of the earliest event reported) November 9, 2016 

 

 

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Michigan		001-32401		42-1628978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
9725 Industrial Drive, Bridgeview, Illinois				60455
(Address of Principal Executive Offices)				(Zip Code)

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

9725 Industrial Drive, Bridgeview, Illinois

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02

Results of Operations and Financial Condition.

On November 9, 2016, Manitex International, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the third quarter ended September 30, 2016 (the “Press Release”). The full text of the Press Release is being furnished as Exhibit 99.1 to this Current Report. The Company also posted presentation slides (Exhibit 99.2) that will be referenced during the conference call and webcast which will take place today November 9, 2016 at 4:30 pm eastern time to discuss the third quarter 2016 results. Both Exhibits can be accessed from the Investor Relations section of the Company’s website at www.ManitexInternational.com.

The information in this Current Report (including Exhibit 99.1 and 99.2) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Company references certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached Press Release. Disclosures regarding definitions of these financial measures used by the Company and why the Company’s management believes these financial measures provide useful information to investors is also included in the Press Release.

 

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

 

Date: November 9, 2016

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release dated November 9, 2016
99.2		Webcast presentation slides dated November 9, 2016

Exhibit 99.1

Manitex International, Inc. Reports Third Quarter 2016 Results

Bridgeview, IL, November 9th, 2016 — Manitex International, Inc. (Nasdaq: MNTX), a leading international provider of cranes and container handling equipment, today announced Third Quarter 2016 results.

For the three months ended September 30, 2016, the Company reported net loss from continuing operations attributable to shareholders of Manitex International of $(5.9) million or $(0.36) per share, on net revenues of $74.1 million, compared to net loss from continuing operations attributable to shareholders of Manitex International of $(0.6) million or $(0.04) per share on sales of $84.5 million for the three months ended September 30, 2015.

Net income from continuing operations attributable to shareholders of Manitex International adjusted for restructuring related items for the three months ended September 30, 2016 was $0.8 million or $0.05 per share, compared to an adjusted net loss of $(0.6) million or $(0.04) per share for the three months ended September 30 2015. (The Glossary at the end of this press release contains further details regarding these adjustments).

Third Quarter 2016 Financial Highlights for Continuing Operations:

 

•

Net revenues of $74.1 million representing a year-over-year decrease of 12.3% from $84.5 million.

 

•

Adjusted net income of $0.8 million or $0.05 per share compared to adjusted net loss of $(0.6) million or $(0.04) for third quarter 2015.

 

•

Reduction in North American recourse debt of $15.8 million in the quarter and total debt reduction excluding working capital of $21.6 million for the year to date.

 

•

Cost reductions of $2.0 million achieved in the quarter and $7.0 million year to date equal to 128% of 2016 target.

 

•

Gross margin of 15.7% compared to 18.7% in the third quarter of 2015. Adjusted gross margin* for the third quarter 2016 was 16.6% compared to 18.7%.

 

•

Adjusted EBITDA* of $2.8 million or 3.8% of sales compared to adjusted EBITDA of $5.2 million or 6.2% of sales for the third quarter of 2015.

 

•

Consolidated backlog was $46.3 million at September 30, 2016, compared to $75.5 million at December 31, 2015 and $54.2 million at June 30, 2016

 

•

Strategic actions included the disposal of Liftking subsidiary for net proceeds of $13.4 million and cost reduction initiatives that included plant restructuring and headcount reductions with an estimated cost of $1 million.

Chairman and Chief Executive Officer, David Langevin commented, “Despite facing extremely challenging conditions in the bulk of our markets, we are managing our business portfolio prudently and taking all the necessary actions to position Manitex for future growth, with our variable cost operational model continuing to provide the ability for us to flex and generate cash. On a non-GAAP basis, we are pleased to say that we’ve turned a profit for the quarter compared to a loss in last year’s period with the bulk of our GAAP loss coming from restructuring and asset impairment charges. As planned and as we’ve communicated, we have implemented cost reductions that are once again ahead of plan for the year, we have brought down our debt, rationalized our production schedules to match our order rate, and we’ve divested one of our non-core, product lines. We’ve worked hard to improve our competitive position in the market place and we believe we have seen market share gains in our core businesses. The global market for new cranes and equipment, as has widely been reported, remains at historically low levels in terms of unit volumes and sales, so as this persists, we will continue with our necessary responses, by implementing working capital reductions, business optimization and debt reductions, with possible non-strategic subsidiary sales to come and working hard to stimulate sales as the economy will allow. Although our order rate remains at depressed levels, there are signs that some level of recovery may be ahead as our quote rate has progressively increased over the last few months.

“We continue to concentrate our resources on expanding the distribution of PM in North America and reactivating the ASV independent dealer network, which now stands at 126 dealers, from zero just 18 months ago, across the continent. While ASV revenues were slightly off, the group’s operating margins were more than 2 percentage

 

— more —

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points ahead of where they were in last year’s same quarter, and we believe that we’ll continue to see a benefit from margin improvements in this group, which remains a source of increasing value within the Manitex portfolio. Business in our main straight mast crane market, remains extremely soft, but fortunately, the knuckle crane market which we entered with the purchase of PM Group in early 2015, has not suffered to the same degree and as a result we are seeing some positive offset from PM, particularly in Europe. Also as planned, subsequent to the end of the quarter, we announced the launch of a Manitex-branded knuckle boom product line, which is additionally being built here in our Georgetown, TX facility, establishing our presence as the only domestic assembler of a full line of knuckle boom cranes, parts, and service, with the PL74 model now being shipped to a number of North American dealers.”

Continuing Operations: Segment Results

 

		As Reported								As Adjusted
		Three Months Ended September 30								Three Months Ended September 30
$000		2016				2015				2016				2015
Consolidated
Net Revenues			74,131				84,476				74,575				84,476
Operating(loss) Income			(961	)			1,958				45				1,958
Operating Margin %			-1.3	%			2.3	%			0.1	%			2.3	%
Lifting Segment
Net Revenues			47,854				54,755				48,115				54,755
Operating (loss) Income			(507	)			3,053				50				3,053
Operating Margin %			-1.1	%			5.6	%			0.1	%			5.6	%
ASV Segment
Net Revenues			23,011				26,899				23,011				26,899
Operating Income			1,699				1,367				1,699				1,367
Operating Margin %			7.4	%			5.1	%			7.4	%			5.1	%
Equipment Distribution Segment
Net Revenues			3,662				2,953				3,845				2,953
Operating loss			(270	)			(231	)			(87	)			(231	)
Operating Margin %			-7.4	%			-7.8	%			-2.3	%			-7.8	%
Corporate & Eliminations
Revenue eliminations			396				131				396				131
Corporate charges & inter segment profit in inventory			1,883				2,231				1,616				2,231

 

*	(The Glossary at the end of this press release contains further details regarding As Adjusted items). The segment commentary below refers to “As adjusted” results.

Lifting Segment Results

 

•

Net revenues decreased 12.1% or $6.6 million to $48.1 million for the quarter from $54.8 million in the year ago quarter. A sales decline of approximately $8.2 million was offset by increased sales of container handling equipment of approximately $1.6 million. Manitex straight mast and industrial cranes were down year over year and also reflected a higher proportion of lower capacity units. PM knuckle boom crane sales were also lower than the comparable period with growth in North America, Italy and Western Europe offset by lower sales in East Europe and the Middle East.

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•

Operating income on an adjusted basis was $0.1 million or 0.1% of sales compared to $3.1 million or 5.6% of sales in the comparative period, with the shortfall from lower gross margin due to lower volume and an adverse sales mix. Although lower than the comparable period, reduced operating expenses were not sufficient to offset the loss of gross margin. Gross profit for the three months ended September 30, 2016 was adversely affected by sales of lower capacity straight mast cranes and chassis.

ASV Segment Results

 

•

Net revenues of $23.0 million were a decrease of approximately $3.9 million or 14.4% from net sales of $26.9 million for the three months ended September 30, 2015. Machine sales were lower by 19.8% principally from reduced volume. Sales of machines through the ASV managed distribution increased to 80%, compared to 48% in the prior year period and 61% in the three months ended June 30, 2016. Parts sales decreased 18% from the prior year period, with two thirds of this reduction coming from an OEM customer.

 

•

Operating income for the third quarter 2016 was $1.7 million or 7.4% of sales compared to $1.4 million and 5.1% of sales in the comparable period. The improvement in operating income was generated by an increase in gross profit and reduced SG&A expense. The improvement in gross profit was generated from a favorable mix of higher capacity machine sales, improved net pricing from increased sales into the ASV distribution channel, and the benefit of reduced costs of sales from cost reduction and efficiency actions. Reduced SG&A expense was achieved from lower general and administrative costs and lower selling expense due to volume.

Equipment Distribution Segment Results

 

•

Net revenues increased $0.9 million to $3.8 million for the quarter ended September 30, 2016 compared to $3.0 million for the quarter ending September 30 2015. Sales of equipment were $1.0 million higher than the comparative period but at very aggressive pricing reflecting the current market environment. Rentals improved $0.1 million over the comparative period but this was offset by reduced parts sales. Operating loss on an adjusted basis was ($0.1 million) in the quarter compared to an adjusted operating loss of $(0.2) million in the year ago period. Reduced operating expenses was the principal factor for the improvement.

Other Profit / Loss Items

 

•

Income tax benefit of $3.8 million in the third quarter of 2016 compared to $0.2 million in the year ago period. The tax benefit reflects the benefit of the full year expected tax including valuation allowance against US deferred tax assets during the quarter.

Andrew Rooke, Manitex International President and Chief Operating Officer, commented, “We made further progress on our 2016 stated goals during the quarter, in particular with a reduction in North American recourse debt by $15.8 million through proceeds from the Liftking sale and working capital reductions, and on a consolidated basis our working capital has reduced $13.2 million since December 31, 2015. As we had previously announced as a result of the Liftking sale, in the third quarter results we recorded non-cash impairment charges for our Lift Ventures investment and intangible assets and goodwill of $5.7 million and $6.6 million respectively. We are seeing strong results from our cost reduction program despite the lower levels of activity in our served markets, with expense reduction initiatives for the year-to-date at 128% of the $5.5 million in savings we targeted for the full year. Additionally, the expansion of the independent ASV dealer network continues, with dealers now in thirty two US states and two Canadian provinces and a total of 126 locations at the end of the quarter. This network is now approaching a critical mass from which further expansion can be launched.”

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Conference Call:

Management will host a conference call at 4:30 PM Eastern Time today to discuss the results with the investment community. Anyone interested in participating in the call should dial 888-576-4397 if calling within the United States or 719-325-2355 if calling internationally. A replay will be available until November 16, 2016 which can be accessed by dialing 844-512-2921 if calling within the United States or 412-317-6671 if calling internationally. Please use passcode 6538372 to access the replay. The call will additionally be broadcast live and archived for 90 days over the internet with accompanying slides, accessible at the investor relations portion of the Company’s corporate website, www.manitexinternational.com/eventspresentations.aspx.

About Manitex International, Inc.

Manitex International, Inc. is a leading worldwide provider of highly engineered specialized equipment including boom truck, truck and knuckle boom cranes, container handling equipment and reach stackers. Our products, which are manufactured in facilities located in the USA and Italy, are targeted to selected niche markets where their unique designs and engineering excellence fill the needs of our customers and provide a competitive advantage. We have consistently added to our portfolio of branded products and equipment both through internal development and focused acquisitions to diversify and expand our sales and profit base while remaining committed to our niche market strategy. Our brands include Manitex, PM, O&S, CVS Ferrari, Badger, Sabre, and Valla. ASV, our venture with Terex Corporation, manufactures and sells a line of high quality compact track and skid steer loaders.

Forward-Looking Statement

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: This release contains statements that are forward-looking in nature which express the beliefs and expectations of management including statements regarding the Company’s expected results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “will,” “should,” “could,” and similar expressions. Such statements are based on current plans, estimates and expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. These factors and additional information are discussed in the Company’s filings with the Securities and Exchange Commission and statements in this release should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Company Contact

 

Manitex International, Inc.		Darrow Associates Inc.
David Langevin		Peter Seltzberg, Managing Director
Chairman and Chief Executive Officer		Investor Relations
(708) 237-2060		(516) 419-9915
[email protected]		[email protected]

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CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
		Unaudited				Unaudited				Unaudited				Unaudited
Net revenues		$	74,131			$	84,476			$	260,706			$	276,812
Cost of sales			62,476				68,660				216,953				225,454
Gross profit			11,655				15,816				43,753				51,358
Operating expenses
Research and development costs			1,238				1,109				3,911				3,935
Selling, general and administrative expenses			11,378				12,749				37,778				38,936
Total operating expenses			12,616				13,858				41,689				42,871
Operating (loss) income			(961	)			1,958				2,064				8,487
Other income (expense)
Interest expense:
Interest expense			(2,667	)			(2,553	)			(8,719	)			(8,871	)
Interest expense related to write off of debt issuance costs (Note 13)			—				—				(1,439	)			—
Foreign currency transaction (loss) gain			(103	)			(97	)			(792	)			190
Other income (expense)			2				(59	)			3,109				(66	)
Total other expense			(2,768	)			(2,709	)			(7,841	)			(8,747	)
(Loss) before income taxes and loss in non-marketable equity interest from continuing operations			(3,729	)			(751	)			(5,777	)			(260	)
Income tax (benefit) expense from continuing operations			(3,813	)			(175	)			453				(65	)
Loss in non-marketable equity interest, net of taxes			(5,673	)			(40	)			(5,752	)			(119	)
Net loss from continuing operations			(5,589	)			(616	)			(11,982	)			(314	)
Discontinued operations
(Loss) income from operations of discontinued operations (Note 19)			(9,987	)			1,092				(8,522	)			1,234
Income tax expense (benefit)			4,688				228				(186	)			302
(Loss) income on discontinued operations			(14,675	)			864				(8,336	)			932
Net (loss) income			(20,264	)			248				(20,318	)			618
Net income attributable to noncontrolling interests			(294	)			(23	)			(566	)			(495	)
Net (loss) income attributable to shareholders of Manitex International, Inc.		$	(20,558	)		$	225			$	(20,884	)		$	123
Earnings (loss) Per Share
Basic
Loss from continuing operations attributable to shareholders of Manitex International, Inc.		$	(0.36	)		$	(0.04	)		$	(0.78	)		$	(0.05	)
(Loss) earnings from discontinued operations attributable to shareholders of Manitex International, Inc.		$	(0.91	)		$	0.05			$	(0.52	)		$	0.06
(Loss) earnings attributable to shareholders of Manitex International, Inc.		$	(1.27	)		$	0.01			$	(1.30	)		$	0.01
Diluted
Loss from continuing operations attributable to shareholders of Manitex International, Inc.		$	(0.36	)		$	(0.04	)		$	(0.78	)		$	(0.05	)
(Loss) income from discontinued operations attributable to shareholders of Manitex International, Inc.		$	(0.91	)		$	0.05			$	(0.52	)		$	0.06
(Loss) earnings attributable to shareholders of Manitex International, Inc.		$	(1.27	)		$	0.01			$	(1.30	)		$	0.01
Weighted average common shares outstanding
Basic			16,127,346				16,014,594				16,119,578				15,955,025
Diluted			16,127,346				16,014,594				16,119,578				15,955,025

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CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

		September 30, 2016				December 31, 2015
		Unaudited				Unaudited
ASSETS
Current assets
Cash		$	6,019			$	8,578
Trade receivables (net)			67,696				58,371
Accounts receivable from related party			770				388
Other receivables			4,575				3,158
Inventory (net)			106,992				106,544
Deferred tax asset			2,951				2,951
Prepaid expense and other			3,823				4,693
Current assets of discontinued operations			—				18,017
Total current assets			192,826				202,700
Total fixed assets (net)			39,853				41,858
Intangible assets (net)			63,645				67,564
Goodwill			77,186				76,402
Other long-term assets			1,837				3,003
Non-marketable equity investment			—				5,752
Long-term assets of discontinued operations			—				6,879
Total assets		$	375,347			$	404,158
LIABILITIES AND EQUITY
Current liabilities
Notes payable—short term		$	42,175			$	30,323
Current portion of capital lease obligations			831				1,004
Accounts payable			54,160				60,415
Accounts payable related parties			3,744				1,611
Accrued expenses			17,830				20,598
Other current liabilities			4,573				2,113
Current liabilities of discontinued operations			—				3,972
Total current liabilities			123,313				120,036
Long-term liabilities
Revolving term credit facilities			36,753				38,872
Notes payable (net)			60,500				67,639
Capital lease obligations			5,606				5,850
Convertible note related party (net)			6,829				6,737
Convertible note (net)			14,048				13,923
Deferred gain on sale of property			1,087				1,288
Deferred tax liability			4,438				4,525
Other long-term liabilities			6,776				7,763
Long-term liabilities of discontinued operations			—				7,225
Total long-term liabilities			136,037				153,822
Total liabilities			259,350				273,858
Commitments and contingencies
Equity
Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at September 30, 2016 and December 31, 2015			—				—
Common Stock—no par value 25,000,000 shares authorized, 16,138,163 and 16,072,100 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively			93,775				93,186
Paid in capital			3,036				2,630
Retained (earnings) deficit			(4,296	)			16,588
Accumulated other comprehensive loss			(2,823	)			(5,392
Equity attributable to shareholders of Manitex International, Inc.			89,692				107,012
Equity attributable to noncontrolling interests			26,305				23,288
Total equity			115,997				130,300
Total liabilities and equity		$	375,347			$	404,158

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Nine Months Ended September 30,
		2016				2015
		Unaudited				Unaudited
Cash flows from operating activities:
Net (loss) income		$	(20,318	)		$	618
Adjustments to reconcile net (loss) income to cash used for operating activities:
Depreciation and amortization			8,886				8,972
Loss on sale of discontinued operation			9,050				—
Changes in allowances for doubtful accounts			117				1
Changes in inventory reserves			920				631
Revaluation of contingent acquisition liability			(915	)			—
Write down of goodwill			275				—
Deferred income taxes			(193	)			(52	)
Amortization and write off of deferred debt issuance costs (Note 13)			2,333				777
Amortization of debt discount			405				510
Change in value of interest rate swaps			(778	)			(730	)
Loss in non-marketable equity interest			5,752				119
Share-based compensation			900				1,167
Adjustment to deferred gain on sales and lease back			(124	)			—
Gain on disposal of assets			(2,236	)			(115	)
Reserves for uncertain tax provisions			48				18
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable			(11,622	)			14,086
(Increase) decrease in inventory			(4,410	)			(6,623	)
(Increase) decrease in prepaid expenses			884				(3,002	)
(Increase) decrease in other assets			194				93
Increase (decrease) in accounts payable			(5,270	)			(2,926	)
Increase (decrease) in accrued expense			(3,111	)			(4,868	)
Increase (decrease) in income tax payable on ASV conversion			—				(16,500	)
Increase (decrease) in other current liabilities			2,379				161
Increase (decrease) in other long-term liabilities			(251	)			2,580
Discontinued operations - cash provided by (used for) operating activities			1,509				(391	)
Net cash used for operating activities			(15,576	)			(5,474	)
Cash flows from investing activities:
Acquisition of business, net of cash acquired			—				(13,747	)
Proceeds from the sale of discontinued operations			14,000				—
Proceeds from the sale of fixed assets			187				243
Proceeds from the sale of intellectual property (Note 17)			2,205				—
Purchase of property and equipment			(1,611	)			(1,884	)
Investment in intangibles other than goodwill			(103	)			(204	)
Discontinued operations - cash used for investing activities			157				(68	)
Net cash provided by (used for) investing activities			14,835				(15,660	)
Cash flows from financing activities:
(Repayments) borrowing on revolving term credit facilities			(10,709	)			5,605
Net borrowings on working capital facilities			13,255				(3,469	)
New borrowings—convertible notes			—				15,000
New borrowings—term loan			—				14,000
New borrowings—other			757				4,662
Investment from noncontrolling interest			2,450				—
Debt issuance costs incurred			(981	)			(1,149	)
Note payments			(10,980	)			(11,026	)
Shares repurchased for income tax withholding on share-based compensation			(55	)			(3	)
Proceeds from sale and lease back (Note 13)			4,080				—
Payments on capital lease obligations			(417	)			(1,324	)
Discontinued operations - cash used for financing activities			(919	)			(262	)
Net cash (used for) provided by financing activities			(3,519	)			22,034
Net (decrease) increase in cash and cash equivalents			(4,260	)			900
Effect of exchange rate changes on cash			1,701				(824	)
Cash and cash equivalents at the beginning of the year			8,578				4,370
Cash and cash equivalents at end of period		$	6,019			$	4,446

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Supplemental Information

In an effort to provide investors with additional information regarding the Company’s results, Manitex International refers to various non-GAAP (U.S. generally accepted accounting principles) financial measures which management believes provides useful information to investors. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. Manitex International believes that this information is useful to understanding its operating results and the ongoing performance of its underlying businesses. Management of Manitex International uses both GAAP and non–GAAP financial measures to establish internal budgets and targets and to evaluate the Company’s financial performance against such budgets and targets. The amounts described below are unaudited, are reported in thousands of U.S. dollars, and are as of, or for the three month period ended September 30, 2016, unless otherwise indicated.

Non-GAAP Financial Measures

This press release includes the following non-GAAP financial measures: “Adjusted EBITDA” (GAAP Operating Income adjusted for acquisition transaction related expense, restructuring and related expense, and Foreign exchange and other, and depreciation and amortization) and Adjusted Net Income (net income attributable to Manitex shareholders adjusted for acquisition transaction related and restructuring and related expense, net of tax, and change in net income attributable to noncontrolling interest). These non-GAAP terms, as defined by the Company, may not be comparable to similarly titled measures used by other companies. Neither Adjusted Net Income nor Adjusted EBITDA are a measure of financial performance under generally accepted accounting principles. Items excluded from Adjusted EBITDA and Adjusted Net Income are significant components in understanding and assessing financial performance. Adjusted EBITDA and Adjusted Net Income should not be considered in isolation or as a substitute for net earnings, operating income and other consolidated earnings data prepared in accordance with GAAP or as a measure of our profitability. A reconciliation of Operating Income to Adjusted EBITDA and Adjusted Net Income is provided below.

The Company’s management believes that Adjusted EBITDA and Adjusted EBITDA as a percentage of sales and Adjusted Net Income represent key operating metrics for its business. GAAP Operating Income adjusted for acquisition transaction related expense, restructuring and related expense, Foreign exchange and other, and depreciation and amortization (Adjusted EBITDA), and Adjusted Net Income, GAAP net income adjusted for acquisition transaction and restructuring related expense are a key indicator used by management to evaluate operating performance. While Adjusted EBITDA and Adjusted Net Income are not intended to replace any presentation included in our consolidated financial statements under generally accepted accounting principles (GAAP) and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, we believe these measures are useful to investors in assessing our operating results, capital expenditure and working capital requirements and the ongoing performance of its underlying businesses. These calculations may differ in method of calculation from similarly titled measures used by other companies. A reconciliation of Adjusted EBITDA and Adjusted Net Income to GAAP financial measures for the three month periods ended September 30, 2015 and 2016 is included with this press release below and with the Company’s related Form 8-K.

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Reconciliation of GAAP Operating (Loss) Income from Continuing Operations to Adjusted EBITDA (in thousands)

 

		Three Months Ended								Nine Months Ended
		September 30, 2016				September 30, 2015				September 30, 2016				September 30, 2015
Operating (loss) income		$	(961	)		$	1,958			$	2,064			$	8,487
Pre-tax:- transaction related, restructuring and related expense and foreign exchange and other adjustments			1,006				—				2,184				3,405
Adjusted operating income		$	45			$	1,958			$	4,248			$	11,892
Depreciation & Amortization			2,784				3,259				8,886				8,972
Adjusted Earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)		$	2,829			$	5,217			$	13,134			$	20,864
Adjusted EBITDA % to sales			3.8	%			6.2	%			5.0	%			7.5	%

Reconciliation of GAAP Net Income (loss) From Continuing Operations Attributable to Shareholders of Manitex International to Adjusted Net Income (loss) From continuing Operations Attributable to Shareholders of Manitex International (in thousands)

 

		Three Months Ended
		September 30, 2016				September 30, 2015
Net (loss) income attributable to shareholders		$	(5,883	)		$	(639	)
Pre – tax:- transaction related, restructuring and related and Foreign Exchange and other expense adjustments			6,679				—
Tax effect based on effective tax rate			—				—
Adjusted Net Income (loss) from continuing operations attributable to Manitex shareholders		$	796			$	(639	)
Weighted average diluted shares outstanding			16,127,346				16,014,594
Diluted (loss) per share attributable to shareholders as reported		$	(0.36	)		$	(0.04	)
Total EPS Effect		$	0.41			$	—
Adjusted Diluted earnings (loss) per share attributable to shareholders		$	0.05			$	(0.04	)

Transaction and restructuring related expense

After tax expense and per share amounts (Adjusted Net Income) are calculated using pre-tax amounts, applying a tax rate based on the effective tax rate to arrive at an after-tax amount. This number is divided by the weighted average diluted shares to provide the impact on earnings per share. The company assesses the impact of these items because when discussing earnings per share, the Company adjusts for items it believes are not reflective of operating activities in the periods.

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Three Months Ended September 30, 2016			Pre-tax				After-tax				EPS
Restructuring & Related expense		$	1,006			$	1,006			$	0.07
Asset impairment		$	5,673			$	5,673			$	0.35
Total		$	6,679			$	6,679			$	0.41

There were no restructuring and related adjustments for the three months ended September 30, 2015.

Backlog For Continuing Operations

Backlog is defined as purchase orders that have been received by the Company. The disclosure of backlog aids in the analysis the Company’s customers’ demand for product, as well as the ability of the Company to meet that demand. Backlog is not necessarily indicative of sales to be recognized in a specified future period.

 

		September 30, 2016				June 30, 2016				December 31, 2015
Backlog for Continuing Operations		$	46,302			$	54,222			$	75,542
9/30/2016 Decrease v prior periods							(14.6	%)			(38.7	%)

Current Ratio is calculated by dividing current assets by current liabilities.

 

		September 30, 2016				December 31, 2015
Current Assets		$	192,826			$	202,700
Current Liabilities		$	123,313			$	120,036
Current Ratio			1.6				1.7

Days Sales Outstanding, (DSO), is calculated by taking the sum of net trade and related party receivables divided by annualized sales per day (sales for the quarter, multiplied by 4, and the sum divided by 365).

Days Payables Outstanding, (DPO), is calculated by taking the sum of net trade and related party payables divided by annualized cost of sales per day (cost of goods sold for the quarter, multiplied by 4, and the sum divided by 365).

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Debt is calculated using the Condensed Consolidated Balance Sheet amounts for current and long term portion of long term debt, capital lease obligations, notes payable, convertible notes and revolving credit facilities. Debt to Adjusted EBITDA ratio is calculated by dividing total debt at the balance sheet date by trailing twelve month Adjusted EBITDA.

 

		September 30 , 2016				December 31, 2015
Current portion of long term debt			42,175				30,323
Current portion of capital lease obligations			831				1,004
Revolving term credit facilities			36,753				38,872
Notes payable – long term			60,500				67,639
Capital lease obligations			5,606				5,850
Convertible Notes			20,877				20,660
Debt		$	166,742			$	164,348
Adjusted EBITDA (TTM)		$	15,686			$	24,270
Debt to Adjusted EBITDA Ratio			10.6				6.8

Interest Cover is calculated by dividing Adjusted EBITDA (GAAP Operating Income adjusted for acquisition transaction expense and restructuring related expense and other exceptional costs and depreciation and amortization) for the trailing twelve month period by cash interest expense.

 

		12 Month Period October 1, 2015 to September 30, 2016				12 Month Period January 1 2015 to December 31 2015
Adjusted EBITDA		$	15,686			$	24,270
Interest Expense			10,174				10,336
Interest Cover Ratio			1.5				2.3

Inventory turns are calculated by multiplying cost of goods sold for the referenced three month period by 4 and dividing that figure by inventory as at the referenced period.

Operating Working Capital is calculated using the Consolidated Balance Sheet amounts for Trade receivables (net of allowance) plus inventories, less Accounts payable. The Company considers excessive working capital as an inefficient use of resources, and seeks to minimize the level of investment without adversely impacting the ongoing operations of the business.

 

		September 30, 2016				December 31, 2015
Trade receivables (net)		$	67,696			$	58,371
Inventory (net)			106,992				106,544
Less: Accounts payable			54,160				60,415
Total Operating Working Capital		$	120,528			$	104,500
% of Trailing Three Month Annualized Net Sales			40.6	%			30.2	%

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Trailing Three Month Annualized Net Sales is calculated using the net sales for quarter, multiplied by four.

 

		Three Months Ended
		September 30, 2016				December 31, 2015				September 30, 2015
Net sales		$	74,131			$	86,598			$	84,476
Multiplied by 4			4				4				4
Trailing Three Month Annualized Net Sales		$	296,524			$	346,392			$	337,904

Working capital is calculated as total current assets less total current liabilities

 

		September 30, 2016				December 31, 2015
Total Current Assets		$	192,826			$	202,700
Less: Total Current Liabilities			123,313				120,036
Working Capital		$	69,513			$	82,664

“Focused manufacturer of engineered lifting equipment” Manitex International, Inc. (NASDAQ: MNTX) Conference Call Third Quarter 2016 November 9th, 2016 Exhibit 99.2

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Forward Looking Statements & Non GAAP Measures “Focused manufacturer of engineered lifting equipment” Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: This presentation contains statements that are forward-looking in nature which express the beliefs and expectations of management including statements regarding the Company’s expected results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “will,” “should,” “could,” and similar expressions. Such statements are based on current plans, estimates and expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. These factors and additional information are discussed in the Company's filings with the Securities and Exchange Commission and statements in this presentation should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Non-GAAP Measures: Manitex International from time to time refers to various non-GAAP (generally accepted accounting principles) financial measures in this presentation. Manitex believes that this information is useful to understanding its operating results without the impact of special items. See Manitex’s Third Quarter 2016 Earnings Release on the Investor Relations section of our website www.manitexinternational.com for a description and/or reconciliation of these measures.

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Summary “Focused manufacturer of engineered lifting equipment” Our objectives in 2016 Cost reduction program to include plant consolidations Continue program of strategic rationalization to drive growth in highest margin products and operating units Cash generation to continue debt reduction by a similar amount as in 2015 Implementation and execution of integration of PM strategy Expand ASV through new distribution

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“Focused manufacturer of engineered lifting equipment” Commercial Overview Q3 market conditions extremely challenging Oil and gas demand continues to be minimal, adversely impacting yoy comparisons for core crane products. Used equipment overhang still impacting other sectors also. Some more favorable used equipment pricing being seen, however. North American general construction demand slow in the third quarter. Straight mast market maintaining low levels of activity and preference for lower capacity equipment. Knuckle boom crane market in contrast growing in absolute terms and in certain geographies eg North America. European markets modest improvement. Launched new crane products aimed at construction sector, including knuckleboom fabricated in Texas facility. Significant activity and interest related to our new acquisition products PM sales strength in Q3-2016 in Italy & West Europe, and N America. ASV controlled distribution channels gaining momentum. ASV branded product at over 80% of quarterly machine shipments in Q3. New ASV dealer sign-ups at approximately 126 locations. 9/30/16 Backlog of $46.3 million (12/31/15, $75.5 million, 6/30/16, $54.2 million) Broad based order book: ASV 14%, PM 22% All other 64%. Quote activity progressively increasing

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Continuing Operations Adjusted Results Key Figures * “Focused manufacturer of engineered lifting equipment” USD thousands Q3-2016* Q3-2015* Q2-2016* Net sales $74,575 $84,476 $90,904 % change in 2016 to prior period (11.7%) (18%) Adjusted Gross profit 12,395 15,816 16,296 Gross margin % 16.6% 18.7% 17.9% Adjusted Net Income (loss) 796 (639) 43 Adjusted Earnings (loss) per share $0.05 $(0.04) $0.00 Adjusted Ebitda 2,829 5,217 5,517 Adjusted Ebitda % of Sales 3.8% 6.2% 6.1% Working capital 69,513 95,697 85,484 Backlog 46,302 75,442 54,222 % change in 2016 to prior period (38.7%) (14.6%) * As adjusted. See reconciliation to US GAAP on appendix

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“Focused manufacturer of engineered lifting equipment” Adjusted Continuing Operations Operating Performance $m Q3-2016 Q3-2015 sales $84.5 Volume / mix (9.9) Q3-2016 sales $74.6 $m Q3-2016 Q3-2015 Adjusted net loss attributable to shareholders $(0.6) Gross margin from sales (3.4) Operating expenses 1.5 Interest expense (0.1) Forex & minority share (0.2) Tax 3.6 Q3-2016 Adjusted net income from continuing attributable to shareholders $0.8

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Working Capital “Focused manufacturer of engineered lifting equipment” $000 September 30, 2016 December 31, 2015 Working Capital $69,513 $82,664 Days sales outstanding (DSO) 83 62 Days payable outstanding (DPO) 79 76 Inventory turns 2.3 2.7 Current ratio 1.6 1.7 Operating working capital 120,528 104,500 Operating working capital % of annualized last quarters sales (LQS) 40.6% 30.2% Working capital decrease related to reduced volume and to write off of joint venture investment. DSO from increased proportion of international sales on longer normal trade terms and also timing of sales towards end of the quarter. Current ratio would be 2.2 at September 30, 2016 and 2.0 at December 2015 adjusting for PM & CVS working capital facilities of $34.1 million and $21.9m at December that are transactional and therefore current, (compared to North American term lines of credit that are long term).

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“Focused manufacturer of engineered lifting equipment” Debt USD millions PM ASV Manitex & CVS Total Increase / (decrease) in Q3-2016 9/30/16 9/30/16 9/30/16 9/30/16 Working capital borrowings 20.3 15.3 36.6 72.2 (8.9) Bank term debt 32.5 32.5 -- 65.0 0.2 Capital leases - - 6.4 6.4 (0.1) Convertible notes - - 21.2 21.2 -- Other notes - - 4.5 4.5 (0.2) Total $52.8 $47.8 $68.7 $169.3 $(9.0) Debt issuance costs (2.6) 0.3 Total debt per balance sheet $166.7 $(9.3) Note: Non-recourse to Manitex International Inc. $52.8 $47.8 $16.9 $117.5 $6.3 Cash on hand $6.0 $(3.9) Net debt $160.7 $(5.4) North American working capital borrowings decreased $14.0 million in Q3

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“Focused manufacturer of engineered lifting equipment” $000 September 30, 2016 December 31, 2015 Total Cash $6,019 $8,578 Total Debt 166,742 164,348 Total Equity 115,997 130,300 Net capitalization $276,720 $286,070 Net debt / capitalization 58.1% 54.5% Adjusted EBITDA (TTM) $15,686 $24,270 Net debt (debt less cash) at 9/30/2016 of $160.7 million, compared to $155.8 million at 12/31/15. Total debt reduction, excluding continuing operations working capital facilities of $21.6 million year to date Repayments of term debt of $9.2 million year to date 2016, including elimination of recourse term debt. Adjusted EBITDA for Q3-2016 of $2.8 million Goal of further debt reduction in 2016 Debt & Liquidity Net capitalization is the sum of debt plus equity minus cash Net debt is total debt less cash

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APPENDIX “Focused manufacturer of engineered lifting equipment” Reconciliation of GAAP Net Income (loss) From Continuing Operations Attributable to Shareholders of Manitex International to Adjusted Net Income (loss) From continuing operations Attributable to Shareholders of Manitex International (in thousands) Reconciliation of GAAP Operating Income (loss) From Continuing Operations to Adjusted EBITDA (in thousands)   Three Months Ended   September 30, 2016 September 30, 2015 Net (loss) income attributable to shareholders $(5,883) $(639) Pre – tax:- transaction related, restructuring and related and Foreign Exchange and other expense adjustments   6,679   -- Tax effect based on effective tax rate -- -- Adjusted Net Income (loss) from continuing operations attributable to Manitex shareholders   $796   $(639) Weighted average diluted shares outstanding   16,127,346   16,014,594 Diluted (loss) per share attributable to shareholders as reported   $(0.36)   $(0.04) Total EPS Effect $0.41 $-- Adjusted Diluted earnings (loss) per share attributable to shareholders   $0.05   $(0.04)   Three Months Ended Nine Months Ended   September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Operating (loss) income $(961) $1,958 $2,064 $8,487 Pre-tax:- transaction related, restructuring and related expense and foreign exchange and other adjustments   1,006   --   2,184   3,405 Adjusted operating income $45 $1,958 $4,248 $11,892 Depreciation & Amortization 2,784 3,259 8,886 8,972 Adjusted Earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)   $2,829   $5,217   $13,134   $20,864 Adjusted EBITDA % to sales 3.8% 6.2% 5.0% 7.5%

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APPENDIX Acquisition transaction and Restructuring and Related Expense “Focused manufacturer of engineered lifting equipment” Three Months Ended September 30, 2016 Pre-tax After-tax EPS Restructuring & Related expense $1,006 $1,006 $0.07 Asset impairment $5,673 $5,673 $0.35 Total $6,679 $6,679 $0.41 There were no restructuring and related adjustments for the three months ended September 30, 2015.

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