Restatement of Previously Issued Financial Statements | 2. Restatement of Previously Issued Financial Statements The Company has restated its quarterly Consolidated Statements of Operations, Statement of Comprehensive Income (Loss) and the Statements of Cash Flows for the three months ended March 31, 2017 and 2016. In addition, the Company has restated the Balance Sheets for periods ended March 31, 2017 and December 31, 2016. Background As previously described in the Company’s Current Report on Form 8-K filed on November 6, 2017, in 2016 the Company sold 39 cranes for total sales revenues of approximately $15 million to a single broker customer in a series of transactions (the “Transactions”) that were each structured as a customary “bill and hold” arrangement. The revenue for the Transactions was originally recognized in 2016. Ten of these units that were sold for an aggregate value of approximately $3 million were returned during 2016 (and were subsequently sold to other customers), such that for 2016, a net of 29 cranes were sold for approximately $12 million. In addition, the Company made various payments that were expensed in 2016 and 2017 to the broker and its wholly-owned subsidiary. Furthermore, the debt taken on by the Broker customer to purchase the cranes was affectively guaranteed by the Company pursuant to certain related agreements. In connection with its review of its financial results for the quarter ended September 30, 2017, the Company became aware that the prior accounting treatment for the transactions was not correct. Specifically, the Company has concluded that the relationship with the Broker and its wholly-owned subsidiary qualified as a Variable Interest Entity (“VIE”) and should therefore have resulted in a different accounting treatment. The Company has concluded that the revenue recognition criteria for 2016 sales were not met and payments to the Broker were not expenses of the Company. In addition, disclosures were incomplete. Description of the Restatement related to SVW The following describes the impact of corrections that affect the three months ended March 31, 2017. Information concerning 2016 impact is discussed in the Company’s amended 10-K/A for the year ended December 31, 2016. Effect of Recording SVW Debt As disclosed in Note 13, SVW has six notes outstanding with five financial institutions, each of which was effectively guaranteed by the Company. At March 31, 2017 the value of these notes totaled $10.7 million, net of debt issuance costs of $0.3 million. Given SVW’s treatment as a VIE, and the fact that the Company effectively guaranteed it, this debt has been consolidated into the restated financial statement. (Balance Sheet – Column E) Effect of Recording Sales to Third Party Recognizing sales when SVW related inventory was sold to third parties. (Balance Sheet – Column D, Statement of Operations – Column O) Effect of Recording Crane Rentals To record income on the rental of SVW related inventory to third parties. (Balance Sheet – Column I, Statement of Operations – Column S) Effect of Treating Funds Sent to SVW’s Wholly-Owned Subsidiary as Advances During the three months ended March 31, 2017 there were $0.6 million in payments that the Company had originally classified as expenses paid to SVW’s wholly-owned subsidiary. Given SVW’s treatment as a VIE these payments have been reclassified as intercompany advances. (Balance Sheet – Column F, Statement of Operations – Column P) Recording of Payments Made by SVW to Lenders This includes the impact of payments made in connection with the aforementioned SVW debt. (Balance Sheet – Column G, Statement of Operations – Column Q) Cumulative Income Tax Effect This includes the impact on the income taxes for the quarter ended March 31, 2017 related to the discontinued operations and SVW restatements discussed above. (Balance Sheet – Column H, Statement of Operations – Column R) Description of the Restatement not related to SVW Other The Company disclosed a residual value guarantee to support a customer’s financing of equipment purchased from the Company that was previously not disclosed (see Note 15). A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date if certain conditions are met by the customer. The Company has issued partial residual guarantees that have maximum of exposure of approximately $1.6 million. The Company, however, does not have any reason to believe that any exposure from such a guarantee is either probable or estimable at this time, as such, no liability has been recorded. This includes minor rounding and reclassification adjustments not included in previous categories. (Balance Sheet – Column J, Statement of Operations – Column U) Reclassification including the reclassification of discontinued operations Includes changes in classification as well as the impact of classifying ASV as a discontinued operation. (Balance Sheet – Column B, Statement of Operations – Column N, Statement of Cash Flows – Column X) Additional entries not related to SVW Adjustments were made to: reverse a sale transaction, adjust a deferred gain, increase an inventory reserve and to record additional rent expense. These adjustments were identified in prior periods but were immaterial for recording at that time. As the Company has identified the restatement adjustments for recording in prior periods, management made the determination that it would also record these previously passed adjustments as part of the restatement of the financial statements. See the Company’s Amended Annual Report for the year ended December 31, 2016 for the table that shows the impact that the restatement had on the Company’s Balance Sheet for the year ended December 31, 2016. The following tables reflect adjustments (restatements) to correct errors identified in connection with the Company’s review of its financial results for the quarters ended March 31, 2017 and 2016. MANITEX INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2017 (in thousands, except share and per share data) (unaudited) A B C D E F G H I J K L As Previously Reported on Form 10-Q Effect of Reclassifying ASV to Discontinued Operations Cumulative Effect of Prior Year Adjustments Sale of Units to Third Parties Effect of Recording SVW Debt Effect of Treating Funds Sent to SVW as Advances Recording Payments Made by SVW to Lenders Cumulative Income Tax Effect Rental of Cranes Other SVW Related Adjustments Adjustments Not Related SVW As Restated ASSETS Current assets Cash $ 2,930 $ — $ 5 $ 136 $ 254 $ 589 $ (687 ) $ — $ 40 $ (60 ) $ — $ 3,207 Cash - restricted 772 — — — — — — — — — — 772 Trade receivables (net) 49,837 (14,996 ) (682 ) 433 — — — — — — — 34,592 Accounts receivable from related party 89 (89 ) — — — — — — — — — — Other receivables 2,254 — (250 ) 236 — — — — — — — 2,240 Inventory (net) 88,196 (28,543 ) 9,508 (610 ) — — — — — — (38 ) 68,513 Prepaid expense and other 5,057 (864 ) 389 (59 ) — — — (62 ) — — — 4,461 Current assets of discontinued operations — 44,492 — — — — — — — — — 44,492 Total current assets 149,135 — 8,970 136 254 589 (687 ) (62 ) 40 (60 ) (38 ) 158,277 Total fixed assets (net) 36,550 (14,877 ) — — — — — — — — — 21,673 Intangible assets (net) 55,546 (25,187 ) — — — — — — — — — 30,359 Goodwill 70,635 (30,579 ) — — — — — — — — — 40,056 Other long-term assets 1,990 (355 ) — — — — — — — — 1 1,636 Deferred tax asset 545 — — — — — — — — — 545 Long-term assets of discontinued operations — 70,998 — — — — — — — — — 70,998 Total assets $ 314,401 $ — $ 8,970 $ 136 $ 254 $ 589 $ (687 ) $ (62 ) $ 40 $ (60 ) $ (37 ) $ 323,544 LIABILITIES AND EQUITY Current liabilities Notes payable—short term $ 30,456 $ (3,000 ) $ 1,796 $ — $ 74 $ — $ 6 $ — $ — $ — $ 1 $ 29,333 Current portion of capital lease obligations 815 — — — — — — — — — — 815 Accounts payable 43,946 (11,536 ) — — — — — — — — 77 32,487 Accounts payable related parties 1,915 (1,173 ) — — — — — — — — — 742 Accrued expenses 14,806 (5,066 ) — (15 ) — — — — — — — 9,725 Other current liabilities 2,733 — — — — — — — — — — 2,733 Current liabilities of discontinued operations — 20,775 — — — — — — — — — 20,775 Total current liabilities 94,671 — 1,796 (15 ) 74 — 6 — — — 78 96,610 Long-term liabilities Revolving term credit facilities 35,236 (13,959 ) — — — — — — — — — 21,277 Notes payable 49,938 (25,758 ) 9,113 — 180 — (452 ) — — — — 33,021 Capital lease obligations 5,390 — — — — — — — — — — 5,390 Convertible note-related party (net) 6,897 — — — — — — — — — — 6,897 Convertible note (net) 14,151 — — — — — — — — — — 14,151 Deferred gain on sale of building 991 — — (28 ) — — — — — — 206 1,169 Deferred tax liability 3,427 — — — — — — — — — — 3,427 Other long-term liabilities 4,566 (1,192 ) (6 ) — — — — — — — 1 3,369 Long-term liabilities of discontinued operations — 40,909 — — — — — — — — — 40,909 Total long-term liabilities 120,596 — 9,107 (28 ) 180 — (452 ) — — — 207 129,610 Total liabilities 215,267 — 10,903 (43 ) 254 — (446 ) — — — 285 226,220 Commitments and contingencies Equity Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at March 31, 2017 — — — — — — — — — — — — Common Stock—no par value 25,000,000 shares authorized, 16,552,186 shares issued and outstanding at March 31, 2017 97,247 — — — — — — — — — — 97,247 Paid in capital 2,522 — — — — — — — — — — 2,522 Retained earnings (21,983 ) — (1,933 ) 179 — 589 (241 ) (62 ) 40 (60 ) (322 ) (23,793 ) Accumulated other comprehensive loss (3,929 ) — — — — — — — — — — (3,929 ) Equity attributable to shareholders of Manitex International, Inc. 73,857 — (1,933 ) 179 — 589 (241 ) (62 ) 40 (60 ) (322 ) 72,047 Equity attributable to noncontrolling interest 25,277 — — — — — — — — — — 25,277 Total equity 99,134 — (1,933 ) 179 — 589 (241 ) (62 ) 40 (60 ) (322 ) 97,324 Total liabilities and equity $ 314,401 $ — $ 8,970 $ 136 $ 254 $ 589 $ (687 ) $ (62 ) $ 40 $ (60 ) $ (37 ) $ 323,544 See the Company’s 10-K/A for the table that shows the impact that the restatement had on the Balance Sheet for the Year ended December 31, 2016. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (In thousands, except share and per share data) (unaudited) M N O P Q R S T U V As Previously Reported on Form 10-Q Effect of Reclassifying Entities into Discontinued Operations Sale of Units to Third Parties Effect of Treating Funds Sent to SVW as Advances Recording Payments Made by SVW to Lenders Cumulative Income Tax Effect Rental of Cranes Adjustments Not Related to SVW Other As Restated Net revenues $ 67,852 $ (28,010 ) $ 790 $ — $ — $ — $ 46 $ (559 ) $ — $ 40,119 Cost of sales 56,059 (23,719 ) 611 — — — 6 (237 ) 7 32,727 Gross profit 11,793 (4,291 ) 179 — — — 40 (322 ) (7 ) 7,392 Operating expenses Research and development costs 1,207 (520 ) — — — — — — — 687 Selling, general and administrative expenses 12,099 (2,623 ) — (589 ) — — — 54 8,941 Total operating expenses 13,306 (3,143 ) — (589 ) — — — — 54 9,628 Operating (loss) income (1,513 ) (1,148 ) 179 589 — — 40 (322 ) (61 ) (2,236 ) Other income (expense) Interest expense (1,845 ) 878 — — (241 ) — — — — (1,208 ) Foreign currency transaction loss (83 ) — — — — — — — — (83 ) Other income (loss) 234 38 — — — — — — 1 273 Total other (expense) income (1,694 ) 916 — — (241 ) — — — 1 (1,018 ) (Loss) income before income taxes and loss in non-marketable equity interest from continuing operations (3,207 ) (232 ) 179 589 (241 ) — 40 (322 ) (60 ) (3,254 ) Income tax (benefit) expense from continuing operations 90 — — — — 81 — — — 171 Net (loss) income from continuing operations (3,297 ) (232 ) 179 589 (241 ) (81 ) 40 (322 ) (60 ) (3,425 ) Discontinued operations: (Note 25) Income (loss) from operations of discontinued operations — 232 — — — — — — — 232 Income tax expense — — — — (19 ) — — — (19 ) (Loss) income on discontinued operations — 232 — — — 19 — — — 251 Net (loss) income (3,297 ) — 179 589 (241 ) (62 ) 40 (322 ) (60 ) (3,174 ) Net loss (income) attributable to noncontrolling interest (114 ) — — — — — — — — (114 ) Net (loss) income attributable to shareholders of Manitex International, Inc. $ (3,411 ) $ — $ 179 $ 589 $ (241 ) $ (62 ) $ 40 $ (322 ) $ (60 ) $ (3,288 ) Earnings (loss) Per Share Basic (Loss) earnings from continuing operations attributable to shareholders of Manitex International, Inc. $ (0.21 ) $ (0.21 ) Income from discontinued operations attributable to shareholders of Manitex International, Inc. $ — $ 0.01 (Loss) earnings attributable to shareholders of Manitex International, Inc. $ (0.21 ) $ (0.20 ) Diluted (Loss) earnings from continuing operations attributable to shareholders of Manitex International, Inc. $ (0.21 ) $ (0.21 ) Income from discontinued operations attributable to shareholders of Manitex International, Inc. $ — $ 0.01 (Loss) earnings attributable to shareholders of Manitex International, Inc. $ (0.21 ) $ (0.20 ) Weighted average common shares outstanding Basic 16,559,343 16,559,343 Diluted 16,559,343 16,559,343 MANITEX INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (In thousands, except share and per share data) (unaudited) As Previously Reported on Form 10-Q Effect of Reclassifying Entities into Discontinued Operations Reversal of Sales to SVW Effect of Treating Funds Sent to SVW as Advances Recording Payments Made by SVW to Lenders Cumulative Income Tax Effect Other As Restated Net revenues $ 85,386 $ (28,468 ) $ (9,688 ) $ — $ — $ — $ — $ 47,230 Cost of sales 70,548 (24,423 ) (7,640 ) — — — — 38,485 Gross profit 14,838 (4,045 ) (2,048 ) — — — — 8,745 Operating expenses Research and development costs 1,318 (575 ) — — — — — 743 Selling, general and administrative expenses 11,391 (2,443 ) — — — — — 8,948 Total operating expenses 12,709 (3,018 ) — — — — — 9,691 Operating (loss) income 2,129 (1,027 ) (2,048 ) — — — — (946 ) Other income (expense) Interest expense (2,765 ) 1,274 — — — — — (1,491 ) Foreign currency transaction loss (516 ) — — — — — — (516 ) Other income (loss) (30 ) 12 — — — — — (18 ) Total other (expense) income (3,311 ) 1,286 — — — — — (2,025 ) (Loss) income before income taxes and loss in non- marketable equity interest from continuing operations (1,182 ) 259 (2,048 ) — — — — (2,971 ) Income tax (benefit) expense from continuing operations (114 ) 347 — — — (544 ) 1 (310 ) Loss in non-marketable equity interest, net of taxes (39 ) — — — — — — (39 ) Net (loss) income from continuing operations (1,107 ) (88 ) (2,048 ) — — 544 (1 ) (2,700 ) Discontinued operations: (Note 25) Income (loss) from operations of discontinued operations (including loss on disposal of $15,068 in 2016) 3,071 (259 ) — — — — — 2,812 Income tax expense 631 (347 ) — — — — — 284 (Loss) income on discontinued operations 2,440 88 — — — — — 2,528 Net (loss) income 1,333 — (2,048 ) — — 544 (1 ) (172 ) Net loss (income) attributable to noncontrolling interest 127 — — — — — — 127 Net (loss) income attributable to shareholders of Manitex International, Inc. $ 1,460 $ — $ (2,048 ) $ — $ — $ 544 $ (1 ) $ (45 ) Earnings (loss) Per Share Basic (Loss) earnings from continuing operations attributable to shareholders of Manitex International, Inc. $ (0.06 ) $ (0.17 ) Income from discontinued operations attributable to shareholders of Manitex International, Inc. $ 0.15 $ 0.16 (Loss) earnings attributable to shareholders of Manitex International, Inc. $ 0.09 $ (0.00 ) Diluted (Loss) earnings from continuing operations attributable to shareholders of Manitex International, Inc. $ (0.06 ) $ (0.17 ) Income from discontinued operations attributable to shareholders of Manitex International, Inc. $ 0.15 $ 0.16 (Loss) earnings attributable to shareholders of Manitex International, Inc. $ 0.09 $ (0.00 ) Weighted average common shares outstanding Basic 16,105,601 16,105,601 Diluted 16,105,601 16,105,601 See the Company's Amended Annual Report filed on form 10-K/A for the year ended December 31, 2016 for an explanation of adjustment shown on the above table. MANITEX INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (In thousands) (unaudited) W X Y Z AA As Previously Reported on Form 10-Q Effect of Reclassifying ASV to Discontinued Operations Impact of SVW Related Corrections (1) Impact of Adjustment Not Related to SVW As Restated Cash flows from operating activities: Net (loss) income $ (3,297 ) $ — $ 446 $ (323 ) $ (3,174 ) Adjustments to reconcile net income to cash (used) provide by for operating activities: Depreciation and amortization 2,639 (1,162 ) — 46 1,523 Changes in allowances for doubtful accounts 3 — — (2 ) 1 Acquisition expenses financed by seller — — — — — Loss (gain) on disposal of assets 39 (38 ) — 79 80 Changes in inventory reserves (6 ) (154 ) — 38 (122 ) Deferred income taxes 146 — — 1 147 Amortization of deferred financing cost 195 (48 ) 24 (64 ) 107 Revaluation of contingent acquisition liability (346 ) — — — (346 ) Amortization of debt discount 63 — — 64 127 Change in value of interest rate swaps (401 ) — — — (401 ) Share-based compensation 229 — — — 229 Deferred gain on sale and lease back — — (28 ) 160 132 Reserves for uncertain tax provisions 17 — — — 17 Changes in operating assets and liabilities: — — — — (Increase) decrease in accounts receivable (2,765 ) 981 (666 ) — (2,450 ) (Increase) decrease in inventory 3,047 (2,225 ) 610 — 1,432 (Increase) decrease in prepaid expenses (307 ) 353 122 — 168 (Increase) decrease in other assets (22 ) — — (22 ) Increase (decrease) in accounts payable (4,656 ) 1,542 — — (3,114 ) Increase (decrease) in accrued expense (1,937 ) 1,314 (14 ) — (637 ) Increase (decrease) in income tax payable on ASV conversion — — — — — Increase (decrease) in other current liabilities 557 — — — 557 Increase (decrease) in other long-term liabilities (60 ) (419 ) — 1 (478 ) Discontinued operations - cash provided by (used) for operating activities — 963 — — 963 Net cash (used) for provided by operating activities (6,862 ) 1,107 494 — (5,261 ) Cash flows from investing activities: Purchase of property and equipment (285 ) 38 — (6 ) (253 ) Investment in intangibles other than goodwill (39 ) — — — (39 ) Discontinued operations - cash used for investing activities — (38 ) — — (38 ) Net cash used for investing activities (324 ) — — (6 ) (330 ) Cash flows from financing activities: (Payments) Borrowing on revolving term credit facilities (326 ) 1,646 — — 1,320 Net borrowings (repayments) on working capital facilities 2,812 — — — 2,812 New borrowings—except 2014 term loan 516 — 233 — 749 Note payments (676 ) 539 (443 ) — (580 ) Bank fees and cost related to new financing (50 ) — — — (50 ) Shares repurchased for income tax withholding on share-based compensation (128 ) — — — (128 ) Proceeds from stock offering 2,426 — — — 2,426 Payments on capital lease obligations (145 ) — — — (145 ) Discontinued operations - cash used for financing activities — (2,185 ) — — (2,185 ) Net cash (used) for provided by financing activities 4,429 — (210 ) — 4,219 Net (decrease) increase in cash and cash equivalents (2,757 ) 1,107 284 (6 ) (1,372 ) Effect of exchange rate changes on cash 41 (4 ) 37 Cash and cash equivalents at the beginning of the year 6,418 (1,104 ) 5,314 Cash and cash equivalents at end of period $ 3,702 $ (1 ) $ 284 $ (6 ) $ 3,979 (1) This column summarizes the impact of adjustments reflected on the Balance Sheets and Statement of Operations related to SVW. MANITEX INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF CASH FLOWS THE THREE MONTHS ENDED MARCH 31, 2016 (In thousands) W X Y AA As Previously Reported on Form 10-Q Effect of Reclassifications Including ASV to Discontinued Operations Impact of SVW Related Corrections (1) As Restated Cash flows from operating activities: Net (loss) income $ 1,333 $ — $ (1,505 ) $ (172 ) Adjustments to reconcile net income to cash (used) provide by for operating activities: — Depreciation and amortization 2,941 (1,083 ) — 1,858 Gain onsale of discontinued operations — (2,212 ) — (2,212 ) Changes in allowances for doubtful accounts 312 (169 ) — 143 Acquisition expenses financed by seller — — — Loss (gain) on disposal of assets 16 (3 ) — 13 Changes in inventory reserves 305 (309 ) — (4 ) Deferred income taxes (16 ) 4 — (12 ) Amortization of deferred financing cost 321 (56 ) — 265 Revaluation of contingent acquisition liability — — — Write down of goodwill — — — Amortization of debt discount 143 (84 ) — 59 Change in value of interest rate swaps (386 ) — — (386 ) Loss in non-marketable equity interest 39 — — 39 Share-based compensation 285 — — 285 Deferred gain on sale and lease back (118 ) — — (118 ) Reserves for uncertain tax provisions 16 — — 16 Loss on sale of discontinued operations — — — — Changes in operating assets and liabilities: — — — (Increase) decrease in accounts receivable (19,384 ) 4,444 9,689 (5,251 ) (Increase) decrease in inventory 440 1,015 (7,640 ) (6,185 ) (Increase) decrease in prepaid expenses 793 364 (544 ) 613 (Increase) decrease in other assets 77 (5 ) — 72 Increase (decrease) in accounts payable 90 (533 ) — (443 ) Increase (decrease) in accrued expense (2,533 ) 378 — (2,155 ) Increase (decrease) in income tax payable on ASV conversion — — — — Increase (decrease) in other current liabilities 349 (3 ) — 346 Increase (decrease) in other long-term liabilities (148 ) 57 — (91 ) Discontinued operations - cash provided by (used) for operating activities (5,435 ) 154 — (5,281 ) Net cash (used) for provided by operating activities (20,560 ) 1,959 — (18,601 ) Cash flows from investing activities: Acquisition of businesses, net of cash acquired — — — — Proceeds from the sale of fixed assets — — — — Purchase of property and equipment (335 ) 115 — (220 ) Investment in intangibles other than goodwill (19 ) — — (19 ) Investment received from noncontrolling interest 2,450 (2,450 ) — — Discontinued operations - cash provided by investing activities 2,170 (115 ) — 2,055 Discontinued operations - cash provided by (used for) investing activities 4,266 (2,450 ) — 1,816 Net cash provided by (used) for investing activities Cash flows from financing activities: — — — Borrowings—2014 term loan — — — — Repayment of 2014 term loan — — — — Net proceeds from stock offering — — — — New borrowings—convertible notes — — — — (Payments) Borrowing on revolving term credit facilities 5,570 (4,281 ) — 1,289 Net borrowings on working capital facilities 6,409 — — 6,409 Investment received from noncontrolling interest — — — — New borrowings—except 2014 term loan 701 — — 701 Note payments (7,177 ) 4,501 — (2,676 ) Bank fees and cost related to new financing (394 ) 108 — (286 ) Shares repurchased for income tax withholding on share-based compensation (42 ) — — (42 ) Proceeds from sale and leaseback 4,080 — — 4,080 Excess tax benefits related to vesting of restricted stock — — — — Proceeds from capital leases — — — — Payments on capital lease obligations (238 ) — — (238 ) Discontinued operations - cash used for financing activities 2,452 377 — 2,829 Net cash provided by financing activities 11,361 705 — 12,066 Net (decrease) increase in cash and cash equivalents (4,933 ) 214 — (4,719 ) Effect of exchange rate changes on cash 284 18 — 302 Cash and cash equivalents at the beginning of the year 8,578 (2,660 ) — 5,918 Cash and cash equivalents at end of period $ 3,929 $ (2,428 ) $ — $ 1,501 (1) This column summarizes the impact of adjustments reflected on the Balance Sheets and Statement of Operations related to SVW. |