Acquisition and Investment | 12 Months Ended |
Dec. 31, 2014 |
Business Combinations [Abstract] | |
Acquisition and Investment | Note 19. Acquisition and Investment |
Lift Ventures, LLC |
On December 16, 2014, Manitex International, Inc. (the “Company”), BGI USA Inc. (“BGI”), Movedesign SRL and R & S Advisory S.r.l., entered into an operating agreement (the “Operating Agreement”) for Lift Ventures LLC (“Lift Ventures”), a joint venture entity. The purposes for which Lift Ventures is organized are the manufacturing and selling of certain products and components, including the Schaeff line of electric forklifts and certain LiftKing products. Pursuant to the Operating Agreement, the Company was granted a 25% equity stake in Lift Ventures in exchange for the contribution of inventory totaling $5,951 and a license of certain intellectual property related to the Company’s products. As of December 31, 2014 no transactions occurred since the date of this transaction. |
This investment is a non-marketable equity investment made in a privately-held company accounted for under the equity method. |
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As of December 31, 2014, this investment had a carrying value of $5,951. In the future, we will review this non-marketable equity investment periodically for impairment. No impairments were recognized for the year ended December 31, 2014. |
ASV Stock Purchase |
On December 19, 2014, the Company closed on the ASV Stock Purchase Agreement entered into between Manitex International, Inc. (the “Company”) and Terex Corporation (“Terex”) on October 29, 2014, pursuant to which the Company purchased 51% of the issued and outstanding shares of ASV Inc. a Grand Rapids, Minnesota-based manufacturer of a broad line of technology leading compact rubber tracked and skid steer loaders and accessories that had been a wholly owned subsidiary of Terex since 2008. |
The fair value of the purchase consideration was $94,437 in total as shown below: |
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Cash | | $ | 25,000 | | | | | |
Note payable to seller | | | 1,411 | | | | | |
Fair value of non-controlling interest in ASV | | | 23,376 | | | | | |
Assumption of non-recourse ASV debt | | | 44,650 | | | | | |
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Total purchase consideration | | $ | 94,437 | | | | | |
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Under the acquisition method of accounting, in accordance ASC 805, Business Combinations, the assets acquired and liabilities assumed are valued based on their estimated fair values as of the date of the acquisition. The Company engaged a valuation expert and a tax advisor to provide guidance and assistance to management which was considered and in part relied upon in completing its purchase price allocation. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill. The purchase price allocation is preliminary and is subject to final review of certain inventory, accrual and receivable balances. The following table summarizes the preliminary allocation of the ASV acquisition consideration to the fair value of the assets acquired and liabilities assumed at the date of acquisition: |
Purchase price allocation: |
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Cash | | $ | 2 | | | | | |
Accounts receivable | | | 18,232 | | | | | |
Prepaid Expenses | | | 71 | | | | | |
Inventory | | | 27,217 | | | | | |
Total fixed assets | | | 19,177 | | | | | |
Customer relationships | | | 16,000 | | | | | |
Trade name and trademarks | | | 7,000 | | | | | |
Patented & Unpatented Technology | | | 8,000 | | | | | |
Goodwill | | | 26,744 | | | | | |
Capitalized Debt Issuance Costs | | | 2,767 | | | | | |
Accounts payable | | | (9,459 | ) | | | | |
Accrued expenses | | | (3,975 | ) | | | | |
Accrued conversion tax | | | (16,500 | ) | | | | |
Accrued pension liability | | | (839 | ) | | | | |
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Net assets acquired | | $ | 94,437 | | | | | |
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Deferred bank fees and expense: Legal and bank fees incurred related to establishing term debt and revolving credit financing for ASV as part of the acquisition transaction. Manitex executed a note payable in the amount of $1,594 in connection with the transaction. The note was to reimburse Terex for Manitex’s share of fees and expenses, including $1,411 of fees related to new financing at ASV. |
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Noncontrolling interest in ASV: Fair value of Terex 49% share of ASV equity calculated by grossing up the fair value of the controlling interest purchased by the Company to a 100% value, then deducting the $26,411 paid for the majority interest. Subsequently an adjustment for an implied minority discount of $2,000 (approximately 8%) was applied against initial calculation. |
Non-recourse ASV debt: In connection with the transaction, ASV entered into a $40,000, five year Term debt facility and a $35,000 revolving credit facility. At the date of acquisition, ASV had fully drawn funds on the Term debt, $40,000, and had drawn $4,650 on the revolving credit facility. |
Under the acquisition method of accounting, the total consideration is allocated to the assets acquired and liabilities assumed based on their fair values as of the date of the acquisition as shown below. |
Tangible assets and liabilities: The tangible assets and liabilities were valued at their respective carrying values by ASV, except for certain adjustments necessary to state such amounts at their estimated fair values at acquisition date. Fair market adjustments to fixed assets and inventory of $4,390 were recorded. |
Intangible assets: There are three fundamental methods applied to value intangible assets outlined in FASB ASC 820. These methods include the Cost Approach, the Market Approach, and the Income Approach. Each of these valuation approaches was considered in our estimation of value. |
Trade names and trademarks, patented and unpatented technology: Valued using the Relief from Royalty method, a form of both the Market Approach and the Income Approach. Because the Company has established trade names and trademarks and has developed patented and unpatented technology, we estimated the benefit of ownership as the relief from the royalty expense that would need to be incurred in absence of ownership. |
Customer relationships: Because there is a specific earnings stream that can be associated with customer relationships, we determined the fair value of these relationships based on the excess earnings method, a form of the Income Approach. |
Goodwill: Goodwill represents the excess of total consideration paid and the fair value of net assets acquired. The recognition of goodwill of $26,744 reflects the inherent value in the ASV reputation, which has been built since being founded in 1983 and the prospects for significant future earnings. |
For income tax purposes, intangible assets and goodwill will be amortized and will result in future tax deductions. |
Accrued conversion tax: In connection with the acquisition, the Board of Directors of ASV, Inc. agreed a Plan of Conversion to convert ASV, Inc., a corporation into a Minnesota limited liability company. Under the plan, all of the issued and outstanding shares of ASV, Inc. were cancelled and an equal number of limited liability company membership interests were issued to the members of ASV LLC, on a one-for-one basis. In connection with the conversion, ASV will have a taxable gain. |
Acquisition transaction costs: Cost and expenses related to the acquisition have been expensed as incurred and recorded in selling, general and administrative expenses. The Company incurred fees of $100 for legal services, $750 for acquisition related bonus payments, $325 for accounting services in connection with the prior year audit of ASV financial statements and $40 for Valuation services. |
The results of the acquired ASV operations have been included in our consolidated statement of operations since the acquisition date. ASV is being treated as its own segment for segment reporting purposes. |
The following unaudited pro forma information assumes the acquisition of ASV occurred on January 1, 2013. The unaudited pro forma results have been prepared for informational purposes only and do not purport to represent the results of operations that would have been had the acquisition occurred as of the date indicated, nor of future results of operations. The unaudited pro forma results for the year ended December 31, 2014 and 2013 are as follows (in thousands, except per share data): |
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| | Year Ended | | | Year Ended | |
December 31, | December 31, |
2014 | 2013 |
Net revenues | | $ | 393,583 | | | $ | 383,315 | |
Net income attributable to shareholders of Manitex International, Inc | | $ | 6,397 | | | $ | 7,731 | |
Income per share: | | | | | | | | |
Basic | | $ | 0.43 | | | $ | 0.56 | |
Diluted | | $ | 0.43 | | | $ | 0.56 | |
Weighted average common shares outstanding: | | | | | | | | |
Basic | | | 14,929,912 | | | | 13,779,361 | |
Diluted | | | 14,976,012 | | | | 13,825,731 | |
Pro Forma Adjustment Note |
For 2014, the following pro forma adjustments were made: |
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| • | | Pro forma adjustments to account for the difference between historical depreciation and depreciation calculated using the fair market value of the fixed assets acquired and the current useful lives and to reverse the write-off of the fair market inventory write-up, increased expense $80 and decreased expense $21, respectively. | | | | | |
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| • | | A pro forma adjustment was made to account for the difference between historical amortization and amortization calculated using the fair market value of intangible assets, excluding goodwill, and the current useful lives, which reduced expense by $5,254. | | | | | |
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| • | | Pro forma adjustments were made to record interest expense and associated amortization of deferred banking fees (1 )on the term loan and the line of credit recorded at ASV, (2) on the $7,500 convertible and (3) on the $5,000 increase in the Company’s revolving lines of credit used to finance the acquisition. The effect was to increase expense by $5,723. | | | | | |
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| • | | Pro forma adjustments were made to remove expenses directly associated with the acquisition including accounting, legal and consulting fees for which recorded in 2013 as result of pro forma adjustment. The effect was to increase income by $1,326. | | | | | |
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| • | | Pro forma adjustments were made to reverse ASV historical tax benefit as the ASV was converted to an LLC, record the tax impact on Manitex’s pro forma adjustments, and to record a tax provision on Mantiex’s share of ASV earnings. The net effect was to increase income tax expense by $1,111. | | | | | |
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| • | | A Pro forma adjustment was made to increase both basic and diluted shares outstanding by 1,071,723 to reflect the shares issued to Terex for the period between January 1 and December 19, 2014. | | | | | |
For 2013, the following pro forma adjustments were made: |
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| • | | Pro forma adjustments to account for the difference between historical depreciation and depreciation calculated using the fair market value of the fixed assets acquired and the current useful lives and to write off the fair market inventory write-up increased expense $372 and $260, respectively. | | | | | |
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| • | | A pro forma adjustment was made to account for the difference between historical amortization and amortization calculated using the fair market value of intangible assets, excluding goodwill, and the current useful lives, which reduced expense by $5,478. | | | | | |
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| • | | Pro forma adjustments were made to record interest expense and associated amortization of deferred banking fees (1) on the term loan and the line of credit recorded at ASV, (2) on the $7,500 convertible and (3) on the $5,000 increase in the Company’s revolving lines of credit used to finance the acquisition. The effect was to increase expense by $6,315. | | | | | |
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| • | | Pro forma adjustments were made to record expenses directly associated with the acquisition including accounting, legal and consulting fees, which increased expense by $1,705. | | | | | |
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| • | | Pro forma adjustments were made to reverse ASV historical tax benefit as the ASV was converted to an LLC, record the tax impact on Manitex’s pro forma adjustments, and to record a tax provision on Mantiex’s share of ASV earnings. The net effect was to decrease income tax expense by $309. | | | | | |
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| • | | A Pro forma adjustment was made to increase both basic and diluted shares outstanding by 1,108,156 to reflect the shares issued to Terex. | | | | | |
Valla Asset Purchase |
On November 30, 2013, CVS Ferrari Srl. (the “Purchaser” or “CVS”), an Italian corporation and a wholly owned subsidiary of the Company completed an Asset Purchase Agreement with Valla SpA (the “Seller”), an Italian based developer of precision pick and carry cranes to acquire substantially all of the Seller’s operating assets and business operations, including the Seller’s accounts receivable, inventory and equipment. Valla develops precision pick and carry cranes with lifting capacities from 2 to 90 tons using electric, diesel and hybrid power options. Its cranes offer wheeled or tracked, fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. |
The consideration for the Purchase consisted of a note payable to Seller for $170 on (the “Note”) with principal payments of $85 on December 31, 2015 and 2016 and annual interest of 5% and contingent consideration of up to $1,000. The fair value of the purchase consideration was as follows: |
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| | Fair Value | | | Fair Value | |
Euros | U.S. Dollars |
Seller note | | € | 143 | | | $ | 198 | |
Contingent consideration | | | 183 | | | | 250 | |
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Total purchase consideration | | € | 326 | | | $ | 448 | |
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Seller Note. In connection with the acquisition, the Company issued a note with a stated interest rate of 5% in the amount of $170 payable to the sellers. The note is payable in two installments of $85 payable on December 31, 2015 and 2016. |
The fair value of the promissory note is $198 and was calculated to be to equal the present value of future debt payments discounted at a market rate of return commensurate with similar debt instruments with comparable levels of risk and marketability. A rate of 1.5% was determined to be the appropriate rate following an assessment of the risk inherent in the debt issued and the market rate for debt of this nature using corporate credit ratings. The difference $28 between face amount of the promissory note and its fair value is being amortized over the life of the note and is a reduction of interest expense. |
Contingent Consideration. In accordance with ASC 805, the acquirer is to recognize the acquisition date fair value of contingent consideration. The agreement has a contingent consideration provision which provides the seller to receive an annual payment equal to 10% of net income for the next eight years, with a maximum annual payment of $125. If 10% of a year’s net income exceeds $125, the excess amounts will be carried over to future years. Any carryovers not paid out after eight years will be forfeited. The agreement has no provision for a carryback for excess earnings in a year. Given the disparity between the income threshold and the Company’s projected financial results, it was determined that a Monte Carlo simulation analysis was appropriate to determine the fair value of contingent consideration. It was determined that the probability weighted average earn out payment is $250. Based thereon, we determined the fair value of the contingent consideration to be $250. |
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Under the acquisition method of accounting, in accordance ASC 805, Business Combinations, the assets acquired and liabilities assumed are valued based on their estimated fair values as of the date of the acquisition. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill. The purchase price allocation is preliminary and is subject to final review. The following table summarizes the acquisition consideration to the fair value of the assets acquired and liabilities assumed at the date of acquisition: |
Purchase price allocation |
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| | Fair Value | | | Fair Value | |
Euros | U.S. Dollars |
Accounts receivable | | € | 726 | | | $ | 994 | |
Inventory | | | 872 | | | | 1,193 | |
Prepaids | | | 29 | | | | 41 | |
Property and equipment | | | 155 | | | | 212 | |
Trade names and trademarks | | | 400 | | | | 547 | |
Unpatented technology | | | 430 | | | | 588 | |
Customer relationships | | | 200 | | | | 273 | |
Goodwill | | | 1,762 | | | | 2,409 | |
Accounts payable | | | (1,944 | ) | | | (2,658 | ) |
Working capital borrowings | | | (1,589 | ) | | | (2,173 | ) |
Accrued expenses | | | (715 | ) | | | (978 | ) |
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| | € | 326 | | | $ | 448 | |
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Tangible assets and liabilities: The tangible assets and liabilities were valued at their respective carrying values by Valla, except for certain adjustments necessary to state such amounts at their estimated fair values at acquisition date. Fair market adjustments to fixed assets and inventory that were recorded were not significant. |
Intangible assets: There are three fundamental methods applied to value intangible assets outlined in FASB ASC 820. These methods include the Cost Approach, the Market Approach, and the Income Approach. Each of these valuation approaches was considered in our estimation of value. |
Trade names and trademarks and unpatented technology: Valued using the Relief from Royalty method, a form of both the Market Approach and the Income Approach. Because the Company has established trade names and trademarks and has developed unpatented technology, we estimated the benefit of ownership as the relief from the royalty expense that would need to be incurred in absence of ownership. |
Customer relationships: Because there is a specific earnings stream that can be associated with customer relationships, we determined the discounted cash flow method was the most appropriate methodology for valuation. |
Goodwill: Goodwill represents the excess of total consideration paid and the fair value of net assets acquired. The recognition of goodwill of $2,409 reflects the inherent value in the Valla reputation, which has been built since being founded in 1945 and the prospects for significant future earnings based on Valla’s product line. |
For income tax purposes, intangible assets and goodwill will be amortized and will result in future tax deductions. |
Acquisition transaction costs: Cost and expenses related to the acquisition have been expensed as incurred and recorded in selling, general and administrative expenses. In connection with the Valla acquisition, the Company incurred legal and accounting fees of $42 and fees for valuation services of $15. |
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Sabre Asset Purchase |
On August 19, 2013, Manitex Sabre, Inc. (the “Purchaser” or “Sabre”), a Michigan corporation and a wholly owned subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”) with Sabre Manufacturing, LLC, (the “Seller”), a Knox, Indiana-based manufacturer of specialized tanks, to acquire substantially all of the Seller’s operating assets and business operations, including the Seller’s accounts receivable, inventory and equipment. Sabre tanks are used for above ground liquid and solid storage and containment solutions for a variety of end markets such as petrochemical, waste management and oil and gas drilling. |
The fair value of the purchase consideration was $14,000 in total as shown below: |
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Cash | | $ | 13,000 | | | | | |
87,928 shares of Manitex International, Inc. common stock | | | 1,000 | | | | | |
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Total purchase consideration | | $ | 14,000 | | | | | |
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Manitex International Inc. stock. The fair value of the stock consideration was determined to be $1,000 at date of acquisition. |
Under the acquisition method of accounting, in accordance ASC 805, Business Combinations, the assets acquired and liabilities assumed are valued based on their estimated fair values as of the date of the acquisition. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill. The following table summarizes the allocation of the Sabre acquisition consideration to the fair value of the assets acquired and liabilities assumed at the date of acquisition: |
Purchase price allocation: |
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Accounts receivable | | $ | 1,148 | | | | | |
Receivable due from seller | | | 233 | | | | | |
Inventory | | | 1,482 | | | | | |
Total fixed assets | | | 1,431 | | | | | |
Non-competition agreements | | | 50 | | | | | |
Customer relationships | | | 5,200 | | | | | |
Trade name and trademarks | | | 1,200 | | | | | |
Goodwill | | | 4,740 | | | | | |
Accounts payable | | | (730 | ) | | | | |
Accrued expenses | | | (140 | ) | | | | |
Customer deposits | | | (467 | ) | | | | |
Debt and Capital lease obligations | | | (147 | ) | | | | |
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Net assets acquired | | $ | 14,000 | | | | | |
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Tangible assets and liabilities: The tangible assets and liabilities were valued at their respective carrying values by Sabre, except for certain adjustments necessary to state such amounts at their estimated fair values at acquisition date. Fair market adjustments to fixed assets and inventory that were recorded were not significant. |
Intangible assets: There are three fundamental methods applied to value intangible assets outlined in FASB ASC 820. These methods include the Cost Approach, the Market Approach, and the Income Approach. Each of these valuation approaches was considered in our estimation of value. |
Trade names and trademarks and unpatented technology: Valued using the Relief from Royalty method, a form of both the Market Approach and the Income Approach. Because the Company has established trade names and trademarks and has developed unpatented technology, we estimated the benefit of ownership as the relief from the royalty expense that would need to be incurred in absence of ownership. |
Customer relationships: Because there is a specific earnings stream that can be associated with customer relationships, we determined the discounted cash flow method was the most appropriate methodology for valuation. |
Goodwill: Goodwill represents the excess of total consideration paid and the fair value of net assets acquired. The recognition of goodwill of $4,725 reflects the inherent value in the Sabre reputation, which has been built since being founded in 2005 and the prospects for significant future earnings based on Sabre’s past performance. |
For income tax purposes, intangible assets and goodwill will be amortized and will result in future tax deductions. |
Acquisition transaction costs: Cost and expenses related to the acquisition have been expensed as incurred and recorded in selling, general and administrative expenses. The Company incurred fees of $93 for legal services, $68 for accounting service in connection with the prior year audit of Sabre financial statements and $37 for Valuation services. |
The results of the acquired Sabre and Valla operations have been included in our consolidated statement of operations since their respective acquisition date. The results of Sabre and Valla also form part of the segment disclosures for the Lifting Equipment segment. |