Core Viewpoint - Manitex International, Inc. has been acquired by Tadano Ltd. in an all-cash transaction valued at $223 million, representing a 52% premium over the last trading day's closing price prior to the announcement [1] Company Overview - Manitex is a leading international manufacturer of mobile truck cranes, aerial work platforms, specialized lifting solutions, and construction equipment rentals, serving various markets including infrastructure, maintenance, utility, manufacturing, and construction [4] - The company operates manufacturing facilities in the United States, Italy, and Romania, and has a global proprietary dealer distribution network [4] - Manitex's product portfolio includes environmentally focused, electrically powered products, and it also has a growing equipment rental division, Rabern Rentals, which serves the North Texas market [4][2] Acquisition Details - The acquisition was facilitated by Brown Gibbons Lang & Company (BGL), which served as the exclusive financial advisor to Manitex [1][3] - Following the acquisition, Manitex has become a wholly owned subsidiary of Tadano, and its shares are no longer publicly traded [1] Tadano Overview - Tadano, founded in 1919 and headquartered in Takamatsu, Japan, is a manufacturer and distributor of construction and vehicle-mounted cranes, aerial work platforms, and specialized material handling solutions [5]

Financial Performance - Net revenue for Q3 2024 was $66.5 million, a decrease of 6.7% from $71.3 million in Q3 2023, primarily due to lower sales of aerial work platforms and chassis[3]. - Gross profit was $16.0 million, down 3.4% year-over-year, with a gross margin of 24.1%, an increase of 83 basis points[5]. - Adjusted EBITDA for Q3 2024 was $8.5 million, representing 12.8% of sales, compared to 11.9% of sales in the same period last year[8]. - The Lifting Equipment Segment revenue decreased by 10.1% to $57.3 million, while the Rental Equipment Segment revenue increased by 22.0% to $9.3 million[4]. - Net income for Q3 2024 was $0.4 million, or $0.02 per diluted share, compared to $1.7 million, or $0.08 per diluted share, in Q3 2023[7]. - Operating income for the three months ended September 30, 2024, was $4,435, down from $5,179 in the same period last year[22]. - Net income attributable to shareholders for the three months ended September 30, 2024, was $427, compared to $1,700 for the same period in 2023[22][24]. - Basic earnings per share for the three months ended September 30, 2024, were $0.02, down from $0.08 in the same period last year[22][24]. - Adjusted diluted earnings per share for the three months ended September 30, 2024, were $0.09, compared to $0.14 for the same period in 2023[24]. Debt and Cash Position - Total debt as of September 30, 2024, was $88.2 million, with cash and cash equivalents of $4.5 million, resulting in net debt of $83.7 million[9]. - Total debt as of September 30, 2024, was $88,201 million, down from $91,275 million a year earlier[26]. - Net debt decreased to $83,740 million as of September 30, 2024, compared to $86,399 million in the same quarter of the previous year[26]. - Total cash and cash equivalents were $4,461 million as of September 30, 2024, down from $4,876 million a year ago[26]. Backlog and Assets - Total backlog as of September 30, 2024, was $97 million, down from $170 million at the end of Q4 2023[8]. - The backlog from continuing operations as of September 30, 2024, was $97,277, down 16.0% from $115,811 as of June 30, 2024[23]. - Total current assets decreased to $141,035 as of September 30, 2024, from $145,573 at December 31, 2023[21]. - Total liabilities decreased to $164,624 as of September 30, 2024, from $176,047 at December 31, 2023[21]. Expenses - SG&A expenses decreased to $9.9 million from $10.5 million year-over-year, while R&D costs were reduced to $0.7 million from $0.9 million[6]. - Interest expense for the three months ended September 30, 2024, was $2,082 million, compared to $1,856 million in the same period last year[25]. - Tax expense for the three months ended September 30, 2024, was $874 million, an increase from $742 million in the same period last year[25]. - Depreciation and amortization expense for the three months ended September 30, 2024, was $2,767 million, compared to $2,739 million a year ago[25]. - Stock compensation adjustments totaled $269 million for the three months ended September 30, 2024, down from $457 million in the same period last year[25]. Acquisition - Manitex announced an agreement to be acquired by Tadano, Ltd. for $5.80 in cash per share, with a total transaction value of $223 million including debt[10]. - The company is no longer providing financial guidance due to the pending acquisition by Tadano[12].

Revenue Performance - Total revenue for the nine months ended September 30, 2024, was $216.1 million, compared to $212.7 million for the same period in 2023, representing a 1.8% increase[47]. - Revenue from the United States for the nine months ended September 30, 2024, was $104.0 million, up from $98.9 million in 2023, reflecting a 5.4% increase[47]. - Total revenue for the three months ended September 30, 2024, was $66,544 million, a decrease of 1.0% from $71,331 million in the same period of 2023[49]. - Total revenue for the nine months ended September 30, 2024, was $216,122 million, an increase of 1.8% from $212,736 million in the same period of 2023[49]. - Total net sales for Lifting Equipment reached $191,122 million for the nine months ended September 30, 2024, compared to $191,114 million for the same period in 2023, reflecting a slight increase[123]. - Rental Equipment net sales were $25,000 million for the nine months ended September 30, 2024, consistent with the previous year[123]. - The Lifting Equipment segment generated revenue of $57.283 million in Q3 2024, down from $63.738 million in Q3 2023, reflecting a decrease of about 10.4%[122]. - The Rental Equipment segment reported revenue of $9.261 million for Q3 2024, an increase from $7.593 million in Q3 2023, indicating a growth of approximately 22%[122]. Mergers and Acquisitions - The company entered into a merger agreement with Tadano Ltd. for an equity value of $122 million and a total transaction value of $223 million, including outstanding debt[20]. - Manitex shareholders will receive $5.80 per share in cash upon completion of the merger, after which the company's shares will no longer trade publicly[20]. - The Company entered into a Merger Agreement with Tadano on September 12, 2024, with an equity value of $122 million and a total transaction value of $223 million, including outstanding debt[117]. Financial Position - Cash and cash equivalents at the end of September 2024 were $4.246 million, compared to $4.673 million at the end of 2023, indicating a decrease of 9.1%[34]. - The company established an allowance for credit losses of $2.179 million as of September 30, 2024, slightly down from $2.186 million at the end of 2023[38]. - Customer deposits as of September 30, 2024, totaled $2,155 million, a decrease from $2,220 million as of September 30, 2023[51]. - Additional customer deposits received where revenue has not yet been recognized increased to $10,927 million for the nine months ended September 30, 2024, compared to $6,325 million in the same period of 2023[51]. - Inventory, net as of September 30, 2024, was $84,180 million, an increase from $82,337 million as of December 31, 2023[58]. - Net property and equipment as of September 30, 2024, was $51,696 million, an increase from $49,560 million as of December 31, 2023[63]. - Total intangible assets, net as of September 30, 2024, were $9,897 million, a decrease from $12,225 million as of December 31, 2023[60]. - Total accrued expenses as of September 30, 2024, were $13,935 million, a decrease from $14,503 million as of December 31, 2023[64]. - As of September 30, 2024, total debt decreased to $85,302 million from $91,621 million as of December 31, 2023, representing a reduction of approximately 6.5%[67]. - The net debt, after deducting debt issuance costs, was $85,259 million as of September 30, 2024, compared to $91,558 million at the end of 2023[67]. - PM Group's outstanding working capital borrowings were $16,445 million as of September 30, 2024, down from $17,678 million at December 31, 2023, indicating a decrease of about 7%[75]. - The total lease liabilities amounted to $10,285 million as of September 30, 2024, compared to $10,797 million as of December 31, 2023, reflecting a decline of approximately 4.7%[83]. - Operating lease assets were valued at $7,344 million as of September 30, 2024, slightly down from $7,416 million at December 31, 2023[83]. Taxation - For the three months ended September 30, 2024, the company recorded an income tax provision of $874 million, up from $742 million in the same period of 2023, reflecting a year-over-year increase of 17.8%[13][90]. - The effective tax rate for the three months ended September 30, 2024 was 53.7% on pretax income of $1,627 million, compared to 28.1% on pretax income of $2,636 million in the prior year, indicating a significant increase in the effective tax rate[88][91]. - For the nine months ended September 30, 2024, the company recorded an income tax provision of $2,296 million, which includes a discrete income tax benefit of $415 million, compared to $962 million in the same period of 2023[90]. - The effective tax rate for the nine months ended September 30, 2024 was 31.9% on pretax income of $7,199 million, compared to 28.6% on pretax income of $3,362 million in the prior year[91]. - The company's total unrecognized tax benefits as of September 30, 2024, were approximately $2.2 million, down from $2.8 million in the previous year[92]. Earnings - Basic net income for the three months ended September 30, 2024, was $753 million, compared to $1,894 million for the same period in 2023, representing a decrease of 60.3%[93]. - Basic net income attributable to shareholders for the nine months ended September 30, 2024, was $4,200 million, compared to $2,157 million in the same period of 2023, reflecting an increase of 94.9%[93]. - Operating income for the Company in Q3 2024 was $4.435 million, compared to $5.179 million in Q3 2023, a decline of about 14.3%[122]. Shareholder Activities - The weighted average common shares outstanding for the three months ended September 30, 2024, were 20,397,358, compared to 20,252,114 in the prior year[93]. - The company issued a total of 153,378 shares of common stock to employees and directors during the nine months ended September 30, 2024, with a total value of $1,032,457[96]. - The company repurchased 14,214 shares from employees during the current year through September 30, 2024, to satisfy withholding tax obligations related to stock issuances[97]. Other Information - The company is currently evaluating the impact of new accounting standards on its disclosures, effective for fiscal years beginning after December 15, 2023[30]. - The Company has recorded a liability for product liability claims, with estimates that may change within the next 12 months based on case settlements and new information[110]. - No subsequent information or significant market risks were disclosed in the reports[124][158].

Core Insights - Manitex (MNTX) reported quarterly earnings of $0.09 per share, exceeding the Zacks Consensus Estimate of $0.05 per share, but down from $0.14 per share a year ago, representing an earnings surprise of 80% [1] - The company posted revenues of $66.54 million for the quarter ended September 2024, missing the Zacks Consensus Estimate by 4.90% and down from $71.33 million year-over-year [2] - Manitex shares have declined approximately 34.8% year-to-date, contrasting with the S&P 500's gain of 24.3% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.08 on revenues of $75.47 million, and for the current fiscal year, it is $0.33 on revenues of $295.02 million [7] - The estimate revisions trend for Manitex is mixed, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market [6] Industry Context - The Manufacturing - General Industrial industry, to which Manitex belongs, is currently ranked in the bottom 44% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Another company in the same industry, Graham (GHM), is expected to report quarterly earnings of $0.18 per share, reflecting a year-over-year increase of 350% [9]

Core Viewpoint - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the mergers and acquisitions of Outbrain Inc. and Manitex International, Inc. [1][2] Group 1: Outbrain Inc. - Outbrain Inc. is involved in a merger with Teads, which will result in the issuance of 35 million shares of Outbrain common stock [1] - Shareholders of Outbrain are encouraged to learn about their rights and options regarding the proposed transaction [1] Group 2: Manitex International, Inc. - Manitex International, Inc. is being sold to Tadano Ltd. for $5.80 per share in cash [2] - Manitex shareholders are advised to explore their legal rights and options concerning the sale [2] Group 3: Legal Representation - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, or other relief on behalf of shareholders [3] - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3] Group 4: Contact Information - Shareholders can contact Halper Sadeh LLC for free consultations regarding their legal rights and options [4]

Core Viewpoint - Manitex International, Inc. has signed a definitive agreement to be acquired by Tadano Ltd. in an all-cash transaction valued at $223 million, representing a 52% premium over the last trading day's closing price of $5.80 per share [1][5]. Company Overview - Manitex is a leading international manufacturer of mobile truck cranes, aerial work platforms, specialized lifting solutions, and construction equipment rentals, serving various markets including infrastructure, maintenance, utility, manufacturing, and construction [4]. - The company is headquartered in Bridgeview, Illinois, and distributes its products through proprietary dealers worldwide, with recognized brands including Manitex, PM, Oil & Steel, Valla, and Rabern Rentals [4][2]. Acquisition Details - The acquisition is expected to close early in the first quarter of 2025, pending shareholder and regulatory approvals [5]. - Brown Gibbons Lang & Company served as the exclusive financial advisor to Manitex during this transaction [1][3]. Tadano Overview - Tadano Ltd., founded in 1919 and headquartered in Takamatsu, Japan, is an original equipment manufacturer and distributor of construction and vehicle-mounted cranes, aerial work platforms, and specialized material handling solutions [5].

Core Viewpoint - Ademi LLP is investigating Manitex for potential breaches of fiduciary duty and other legal violations related to its transaction with Tadano, which involves a cash offer of $5.80 per share [1][2]. Group 1: Transaction Details - Manitex stockholders will receive $5.80 per share, valuing the equity at $123 million and the total transaction at $223 million, including outstanding debt [2]. - The transaction agreement restricts competing offers for Manitex by imposing a significant penalty if a competing bid is accepted [2]. Group 2: Board Conduct Investigation - The investigation focuses on the conduct of Manitex's board of directors to determine if they are fulfilling their fiduciary duties to all shareholders [3].

Financial Data and Key Metrics Changes - The second quarter net revenue was $76.2 million, an increase of 3.7% year-over-year, driven by improvements in manufacturing velocity and strong growth in rental operations [12] - Adjusted EBITDA for the second quarter was $8.1 million, representing a 19% increase from $6.8 million in the same period last year, with an adjusted EBITDA margin of 10.6% [15] - Net income for the second quarter was $1.5 million, or $0.07 per diluted share, compared to $400,000, or $0.02 per share, for the same period last year [15] - Gross profit increased to $17.2 million, up from $14.9 million, resulting in a gross profit margin of 22.5%, an increase of 220 basis points year-over-year [13] Business Line Data and Key Metrics Changes - Lifting Equipment segment revenue was $67.9 million, a 2.4% increase driven by North American truck crane sales [12] - Rental Equipment segment revenue increased by 15% to $8.4 million, attributed to favorable demand trends in North Texas and fleet growth [12][7] - Gross margins improved by 220 basis points due to increased manufacturing throughput and lower material costs [8] Market Data and Key Metrics Changes - Total backlog decreased to $116 million from $154 million at the end of Q1, with North America representing approximately 50% of the total backlog [13] - Order intake has slowed due to increased interest rates affecting machine replacement cycles and dealer stocking levels [5][6] Company Strategy and Development Direction - The company is focused on its "Elevating Excellence" strategy, which aims to improve operational performance, reduce costs, and expand market share [4][10] - There is a commitment to increasing the dealer network and driving product innovation, particularly in North America [6][7] - The company is actively pursuing partnerships with new dealers for its knuckle products from Italy, with expectations of announcing two to three partnerships this year [24][25] Management's Comments on Operating Environment and Future Outlook - Management noted that while there are mixed end market trends, public works spending is increasing, and there is confidence in long-term market drivers despite short-term challenges [6][10] - The company has lowered its full-year 2024 revenue guidance to a range of $290 million to $300 million but expects adjusted EBITDA to remain between $30 million and $34 million [11] - Management expressed optimism about operational improvements and cash flow conversion, anticipating further reductions in net debt [10][16] Other Important Information - The company reduced net debt by over $2 million during the quarter, improving the net leverage ratio to 2.5 times [9][16] - SG&A expenses were $11.1 million, up slightly from $10.8 million, while R&D expenses were $0.9 million, also showing a modest increase [14] Q&A Session Summary Question: Insights on the Lift Truck Business and Geographic Challenges - Management indicated that the primary concerns are in North America, particularly due to infrastructure hesitancy and interest rates affecting equipment replacement cycles [18][19] Question: Strength in Rental Operations Compared to Industry Trends - Management confirmed that they have not experienced a downturn in rental operations, attributing strength to their position in growing markets in North Texas [20][21] Question: Distribution Partners for Knuckle Products from Italy - Management is in discussions with five North American dealers and expects to finalize two to three partnerships, emphasizing the importance of support for parts and service [24][25] Question: Discrepancy in Interest Expense Reporting - The difference in interest expense reporting was clarified as being due to the separation of interest income from interest expense in the reconciliation tables [28][29]

| --- | --- | --- | |-------------------------|-------|-------| | Second Quarter 2024 | | | | | | | | | | | | | | | | | | | | Results Conference Call | | | | | | | | | | | | August 7, 2024 | | | Safe Harbor Statement 2 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 ...

Financial Performance - Net revenues for Q2 2024 reached $76,235 thousand, a 3% increase from $73,534 thousand in Q2 2023[10] - Gross profit for Q2 2024 was $17,161 thousand, up 15% from $14,935 thousand in Q2 2023[10] - Operating income for the first half of 2024 was $10,017 thousand, compared to $5,897 thousand in the same period of 2023, reflecting a 70% increase[10] - Net income attributable to shareholders for Q2 2024 was $1,490 thousand, significantly higher than $404 thousand in Q2 2023[10] - Net income for the six months ended June 30, 2024, was $4,150,000, compared to $506,000 for the same period in 2023, representing a significant increase[13] - Basic net income per share for the three months ended June 30, 2024, was $0.08, compared to $0.03 for the same period in 2023[73] - Total comprehensive income for Q2 2024 was $1,402,000, compared to $554,000 in Q2 2023[11] - Operating income for the three months ended June 30, 2024, reached $5,107 million, up 53% from $3,332 million in the prior year[94] Assets and Liabilities - Total current assets decreased slightly to $144,640 thousand as of June 30, 2024, from $145,573 thousand at the end of 2023[9] - Total liabilities decreased to $172,022 thousand as of June 30, 2024, down from $176,047 thousand at the end of 2023[9] - The company reported a total equity of $83,229 thousand as of June 30, 2024, up from $79,684 thousand at the end of 2023[9] - Total assets as of June 30, 2024, were $255,251 million, slightly down from $255,731 million as of December 31, 2023[9] - Total debt as of June 30, 2024, was $86,185 million, a decrease from $91,621 million as of December 31, 2023[53] - The company maintained compliance with its debt service coverage ratio of at least 1.25:1.00 as of June 30, 2024[58] Cash Flow and Investments - Total cash provided by operating activities for the first half of 2024 was $8,887,000, compared to a cash used of $2,506,000 in the first half of 2023[13] - The company reported a net cash decrease of $2,910,000 for the six months ended June 30, 2024, compared to a decrease of $1,524,000 in the same period of 2023[13] - The company invested $7,129,000 in property and equipment during the first half of 2024, compared to $3,506,000 in the same period of 2023[13] - The company reported a net cash used in investing activities of $(6,779,000) for the six months ended June 30, 2024, compared to $(3,205,000) in 2023, reflecting increased investment in property and equipment[13] Segment Performance - Manitex operates in two business segments and four operating segments following the completion of the Rabern acquisition[16] - Lifting Equipment segment generated $67,874 million in net revenues for the three months ended June 30, 2024, compared to $66,264 million in the same period of 2023, reflecting a 2% increase[94] - Rental Equipment segment reported net revenues of $8,361 million for the three months ended June 30, 2024, an increase of 15% from $7,270 million in the same period of 2023[94] - Revenue from the United States for the six months ended June 30, 2024, was $74.909 million, up 15% from $65.095 million in 2023[34] Research and Development - Research and development costs for Q2 2024 were $929 thousand, an increase from $837 thousand in Q2 2023[10] Foreign Currency and Taxation - The company experienced a foreign currency transaction loss of $353 thousand in Q2 2024, compared to a loss of $718 thousand in Q2 2023[10] - The company recorded an income tax provision of $1.2 million for the three months ended June 30, 2024, with an effective tax rate of 40.7% on pretax income of $2.9 million[67][68] - The effective tax rate for the three months ended June 30, 2024, was 40.7% on pretax income of $2.9 million, compared to 28.0% on pretax income of $0.7 million in the prior year[68] Shareholder Equity and Stock Options - The weighted average common shares outstanding for Q2 2024 were 20,368,668, compared to 20,206,919 in Q2 2023[10] - The company issued a total of 145,010 shares of common stock to employees and directors as restricted stock units during the six months ended June 30, 2024, valued at $978,985[76] - The company repurchased 12,905 shares from employees to satisfy tax obligations, with the closing prices ranging from $5.76 to $6.51[77] - Compensation expense related to restricted stock units was $713 for the six months ended June 30, 2024, compared to $641 for the same period in 2023[78] Miscellaneous - The company is evaluating the impact of new accounting standards on its disclosures, effective for fiscal years beginning after December 15, 2023[21] - The company has a remaining obligation of $760 under settlement agreements related to asbestos claims, payable in 7 annual installments of $95[84] - The company recognized $7,518 million in revenue from customer deposits during the six months ended June 30, 2024, compared to $5,330 million in the same period of 2023[37]