Quarterly Report (10-q)

Date : 11/02/2018 @ 10:13AM
Source : Edgar (US Regulatory)
Stock : Manitex International, Inc. (MNTX)
Quote : 7.04  0.0 (0.00%) @ 12:00PM

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2018    

OR

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

For the transition period from                to               

Commission File Number: 001-32401

 

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Michigan

 

42-1628978

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

 

 

9725 Industrial Drive, Bridgeview, Illinois

 

60455

(Address of Principal Executive Offices)

 

(Zip Code)

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

 

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

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

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

 

Large accelerated filer

 

  

 

Accelerated filer

 

 

 

 

 

 

 

 

 

Non-accelerated filer

 

  

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

 

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

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

The number of shares of the registrant’s common stock, no par, outstanding at November 1, 2018 was 19,622,190

 

 


 

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

 

GENERAL

 

This Quarterly Report on Form 10-Q filed by Manitex International, Inc. speaks as of September 30, 2018 unless specifically noted otherwise.  Unless otherwise indicated, Manitex International, Inc., together with its consolidated subsidiaries, is hereinafter referred to as “Manitex,” the “Registrant,” “us,” “we,” “our” or the “Company.”

 

Forward-Looking Information

 

Certain information in this Quarterly Report includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995).  These statements relate to, among other things, the Company’s expectations, beliefs, intentions, future strategies, future events or future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, when included in this Quarterly Report or in documents incorporated herein by reference the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements.  However, the absence of these words does not mean that the statement is not forward-looking.  We have based these forward-looking statements on current expectations and projections about future events.  These statements are not guarantees of future performance.  Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.  Such risks and uncertainties, many of which are beyond our control, include, without limitation, those described below and in our 2017 Annual Report on Form 10-K for the fiscal year ended December 31, 2017, in the section entitled “Item 1A. Risk Factors”:

 

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

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

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

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

the cyclical nature of the markets we operate in;

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

increase in interest rates;

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

our customers’ diminished liquidity and credit availability;

the performance of our competitors;

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

potential losses under residual value guarantees;

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

the volatility of our stock price;

future sales of our common stock;

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

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

1


 

compliance with changing laws and regulations;

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

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

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

a disruption or breach in our information technology systems;

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

Potential negative effects related to the SEC investigation into our Company;

other factors.

The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. We do not undertake, and expressly disclaim, any obligation to update this forward-looking information, except as required under applicable law.

2


 

MANITEX INTERNATIONAL, INC.

FORM 10-Q INDEX

TABLE OF CONTENTS

 

 

 

 

 

 

PART I:

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

ITEM 1:     Financial Statements (Unaudited)

 

4

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three- and Nine-Month Periods Ended September 30, 2018 and 2017

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Loss for the Three- and Nine-Month Periods Ended September 30, 2018 and 2017

 

6

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017

 

7

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

 

ITEM 2:    M anagement ’s D iscussion A nd A nalysis O f F inancial C ondition A nd R esults O f O perations

 

34

 

 

 

ITEM 3:    Q uantitative A nd Q ualitative D isclosures A bout M arket R isk

 

42

 

 

 

ITEM 4:     C ontrols A nd P rocedures

 

42

 

 

 

 

 

PART II:

 

OTHER INFORMATION

 

 

 

 

 

ITEM 1:     legal proceedings

 

43

 

 

 

ITEM 1A: R isk F actors

 

43

 

 

 

ITEM 2:    U nregistered S ales O f E quity S ecurities A nd U se O f P roceeds

 

43

 

 

 

ITEM 3:    D efaults U pon S enior S ecurities

 

44

 

 

 

ITEM 4:    M ine S afety D isclosures

 

44

 

 

 

ITEM 5:    O ther I nformation

 

44

 

 

 

ITEM 6:    E xhibits

 

44

 

3


 

PART 1—FINANCIA L INFORMATION

Item 1—Financial Statements

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

 

 

September 30,

2018

 

 

December 31,

2017

 

 

 

Unaudited

 

 

Unaudited

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash

 

$

20,265

 

 

$

5,014

 

Cash - restricted

 

 

306

 

 

 

352

 

Marketable equity securities

 

 

5,346

 

 

 

 

Trade receivables (net)

 

 

42,073

 

 

 

46,633

 

Other receivables

 

 

2,747

 

 

 

1,946

 

Inventory (net)

 

 

67,480

 

 

 

54,360

 

Prepaid expense and other

 

 

2,017

 

 

 

2,017

 

Total current assets

 

 

140,234

 

 

 

110,322

 

Total fixed assets, net of accumulated depreciation of $14,350 and $12,921

   at September 30, 2018 and December 31, 2017, respectively

 

 

20,366

 

 

 

22,038

 

Intangible assets (net)

 

 

28,260

 

 

 

31,014

 

Goodwill

 

 

42,508

 

 

 

43,569

 

Equity investment in ASV Holdings, Inc.

 

 

 

 

 

14,931

 

Other long-term assets

 

 

1,234

 

 

 

1,475

 

Deferred tax asset

 

 

1,839

 

 

 

1,839

 

Total assets

 

$

234,441

 

 

$

225,188

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Notes payable

 

$

21,464

 

 

$

29,131

 

Current portion of capital lease obligations

 

 

409

 

 

 

378

 

Accounts payable

 

 

40,269

 

 

 

35,386

 

Accounts payable related parties

 

 

79

 

 

 

1,331

 

Accrued expenses

 

 

9,138

 

 

 

10,070

 

Customer deposits

 

 

1,777

 

 

 

2,242

 

Other current liabilities

 

 

 

 

 

890

 

Total current liabilities

 

 

73,136

 

 

 

79,428

 

Long-term liabilities

 

 

 

 

 

 

 

 

Revolving term credit facilities

 

 

 

 

 

12,893

 

Notes payable (net)

 

 

26,651

 

 

 

26,656

 

Capital lease obligations (net of current portion)

 

 

5,173

 

 

 

5,483

 

Convertible note related party (net)

 

 

7,119

 

 

 

7,005

 

Convertible note (net)

 

 

14,475

 

 

 

14,310

 

Deferred gain on sale of property

 

 

874

 

 

 

969

 

Deferred tax liability

 

 

3,789

 

 

 

3,384

 

Other long-term liabilities

 

 

3,910

 

 

 

4,215

 

Total long-term liabilities

 

 

61,991

 

 

 

74,915

 

Total liabilities

 

 

135,127

 

 

 

154,343

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at

   September 30, 2018 and December 31, 2017

 

 

 

 

 

 

Common Stock—no par value 25,000,000 shares authorized, 19,615,390 and 16,617,932

   shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

130,111

 

 

 

97,661

 

Paid in capital

 

 

2,773

 

 

 

2,802

 

Retained deficit

 

 

(30,913

)

 

 

(28,583

)

Accumulated other comprehensive loss

 

 

(2,657

)

 

 

(1,035

)

Total equity

 

 

99,314

 

 

 

70,845

 

Total liabilities and equity

 

$

234,441

 

 

$

225,188

 

 

The accompanying notes are an integral part of these financial statements

4


 

MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

Unaudited

 

 

Unaudited

 

 

Unaudited

 

 

Unaudited

 

Net revenues

 

$

60,938

 

 

$

56,464

 

 

$

181,517

 

 

$

148,634

 

Cost of sales

 

 

48,944

 

 

 

46,591

 

 

 

145,982

 

 

 

121,965

 

Gross profit

 

 

11,994

 

 

 

9,873

 

 

 

35,535

 

 

 

26,669

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development costs

 

 

801

 

 

 

619

 

 

 

2,179

 

 

 

1,902

 

Selling, general and administrative expenses

 

 

8,190

 

 

 

8,282

 

 

 

27,184

 

 

 

25,797

 

Total operating expenses

 

 

8,991

 

 

 

8,901

 

 

 

29,363

 

 

 

27,699

 

Operating income (loss)

 

 

3,003

 

 

 

972

 

 

 

6,172

 

 

 

(1,030

)

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,294

)

 

 

(1,716

)

 

 

(4,350

)

 

 

(4,498

)

Interest income

 

 

68

 

 

 

 

 

 

95

 

 

 

 

Change in fair value of securities held

 

 

(907

)

 

 

 

 

 

(2,308

)

 

 

 

Foreign currency transaction loss

 

 

(410

)

 

 

(799

)

 

 

(635

)

 

 

(1,138

)

Other (expense) income

 

 

(3

)

 

 

18

 

 

 

(355

)

 

 

361

 

Total other expense

 

 

(2,546

)

 

 

(2,497

)

 

 

(7,553

)

 

 

(5,275

)

Income (loss) before income taxes and income (loss) in equity

   interest from continuing operations

 

 

457

 

 

 

(1,525

)

 

 

(1,381

)

 

 

(6,305

)

     Income tax expense from continuing operations

 

 

335

 

 

 

281

 

 

 

540

 

 

 

416

 

Income (loss) on equity investments (including loss on sale of shares)

 

 

 

 

 

284

 

 

 

(409

)

 

 

284

 

Net income (loss) from continuing operations

 

 

122

 

 

 

(1,522

)

 

 

(2,330

)

 

 

(6,437

)

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations of discontinued operations  (including loss on

   disposal for the three and nine months 2017 of $1,133)

 

 

 

 

 

 

 

 

 

 

 

(573

)

Income tax benefit

 

 

 

 

 

(15

)

 

 

 

 

 

(28

)

Income (loss) from discontinued operations

 

 

 

 

 

15

 

 

 

 

 

 

(545

)

Net income (loss)

 

 

122

 

 

 

(1,507

)

 

 

(2,330

)

 

 

(6,982

)

Net income attributable to noncontrolling interest from discontinued

   operations

 

 

 

 

 

 

 

 

 

 

 

(274

)

Net income (loss) attributable to shareholders of

   Manitex International, Inc.

 

$

122

 

 

$

(1,507

)

 

$

(2,330

)

 

$

(7,256

)

Earnings (loss) Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations attributable to

   shareholders of Manitex International, Inc.

 

$

0.01

 

 

$

(0.09

)

 

$

(0.13

)

 

$

(0.39

)

Loss from discontinued operations attributable to

   shareholders of Manitex International, Inc.

 

$

 

 

$

0.00

 

 

$

 

 

$

(0.05

)

Net earnings (loss) attributable to shareholders of

   Manitex International, Inc.

 

$

0.01

 

 

$

(0.09

)

 

$

(0.13

)

 

$

(0.44

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations attributable to

   shareholders of Manitex International, Inc.

 

$

0.01

 

 

$

(0.09

)

 

$

(0.13

)

 

$

(0.39

)

Loss from discontinued operations attributable to

   shareholders of Manitex International, Inc.

 

$

 

 

$

0.00

 

 

$

 

 

$

(0.05

)

Net earnings (loss) attributable to shareholders of

   Manitex International, Inc.

 

$

0.01

 

 

$

(0.09

)

 

$

(0.13

)

 

$

(0.44

)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

19,610,168

 

 

 

16,573,927

 

 

 

18,003,829

 

 

 

16,532,683

 

Diluted

 

 

19,694,379

 

 

 

16,573,927

 

 

 

18,003,829

 

 

 

16,532,683

 

 

The accompanying notes are an integral part of these financial statements

5


 

MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

Unaudited

 

 

Unaudited

 

 

Unaudited

 

 

Unaudited

 

Net Income (loss):

 

$

122

 

 

$

(1,507

)

 

$

(2,330

)

 

$

(6,982

)

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(236

)

 

 

795

 

 

 

(1,622

)

 

 

2,909

 

Total other comprehensive (loss) income

 

 

(236

)

 

 

795

 

 

 

(1,622

)

 

 

2,909

 

Comprehensive loss

 

 

(114

)

 

 

(712

)

 

 

(3,952

)

 

 

(4,073

)

Comprehensive (income) attributed to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(274

)

Total comprehensive loss attributable to shareholders of

   Manitex International, Inc.

 

$

(114

)

 

$

(712

)

 

$

(3,952

)

 

$

(4,347

)

 

The accompanying notes are an integral part of these financial statements

6


 

MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

 

Unaudited

 

 

Unaudited

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(2,330

)

 

$

(6,982

)

Adjustments to reconcile net loss to cash used for operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,789

 

 

 

3,908

 

Loss on sale of discontinued operations

 

 

87

 

 

 

1,133

 

Changes in allowances for doubtful accounts

 

 

7

 

 

 

41

 

Changes in inventory reserves

 

 

439

 

 

 

(449

)

Revaluation of contingent acquisition liability

 

 

345

 

 

 

(346

)

Deferred income taxes

 

 

509

 

 

 

(10

)

Amortization of deferred debt issuance costs

 

 

183

 

 

 

402

 

Amortization of debt discount

 

 

322

 

 

 

388

 

Change in value of interest rate swaps

 

 

(2

)

 

 

(421

)

Loss (income) from equity investments

 

 

204

 

 

 

(284

)

Change in value of securities held

 

 

2,308

 

 

 

 

Share-based compensation

 

 

530

 

 

 

517

 

Adjustment to deferred gain on sales and lease back

 

 

(35

)

 

 

 

Loss on disposal of assets

 

 

4

 

 

 

160

 

Reserves for uncertain tax provisions

 

 

43

 

 

 

54

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

 

2,995

 

 

 

(10,401

)

(Increase) decrease in inventory

 

 

(14,325

)

 

 

9,323

 

(Increase) decrease in prepaid expenses

 

 

(9

)

 

 

356

 

Decrease in other assets

 

 

148

 

 

 

66

 

Increase (decrease) in accounts payable

 

 

4,451

 

 

 

(845

)

Decrease in accrued expense

 

 

(463

)

 

 

(642

)

(Decrease) increase in other current liabilities

 

 

(1,382

)

 

 

247

 

Decrease in other long-term liabilities

 

 

(600

)

 

 

(382

)

Discontinued operations - cash provided by operating activities

 

 

 

 

 

3,665

 

Net cash used for operating activities

 

 

(2,782

)

 

 

(502

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the sale of partial interest in equity investment

 

 

7,000

 

 

 

 

Proceeds from the sale of discontinued operations (Note 18)

 

 

 

 

 

12,892

 

Proceeds from the sale of fixed assets

 

 

9

 

 

 

15

 

Purchase of property and equipment

 

 

(556

)

 

 

(761

)

Investment in intangibles other than goodwill

 

 

(31

)

 

 

(64

)

Discontinued operations - cash used for investing activities

 

 

 

 

 

(84

)

Net cash provided by investing activities

 

 

6,422

 

 

 

11,998

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings on revolving term credit facility

 

 

103,100

 

 

 

 

Payments on revolving term credit facility

 

 

(115,993

)

 

 

(7,382

)

Proceeds from investment in the Company

 

 

31,983

 

 

 

 

Net (repayment) borrowings on working capital facilities (See Note 11)

 

 

(5,058

)

 

 

4,198

 

New borrowings—other

 

 

477

 

 

 

754

 

Debt issuance costs incurred

 

 

(50

)

 

 

(50

)

Note payments

 

 

(1,823

)

 

 

(8,451

)

Shares repurchased for income tax withholding on share-based compensation

 

 

(107

)

 

 

(128

)

Proceeds from sale and lease back

 

 

 

 

 

896

 

Proceeds from stock offering

 

 

 

 

 

2,426

 

Payments on capital lease obligations

 

 

(278

)

 

 

(793

)

Discontinued operations - cash (used for) financing activities

 

 

 

 

 

(5,058

)

Net cash provided by (used for) financing activities

 

 

12,251

 

 

 

(13,588

)

Net increase (decrease) in cash and cash equivalents

 

 

15,891

 

 

 

(2,092

)

Effect of exchange rate changes on cash

 

 

(686

)

 

 

98

 

Cash and cash equivalents at the beginning of the year

 

 

5,366

 

 

 

5,314

 

Cash and cash equivalents at end of period

 

$

20,571

 

 

$

3,320

 

 

 

 

 

 

 

 

 

 

See Note 1 for supplemental cash flow disclosures

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

7


 

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands, except share and per share data)

 

1. Nature of Operations and Basis of Presentation

The  Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017 and the related Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2018 and 2017 and Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2018 and 2017 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition, results of operations and cash flows of the Company for the interim periods.  Interim results may not be indicative of results to be realized for the entire year.  The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  The Condensed Consolidated Balance Sheet as of December 31, 2017 was derived from our audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).  Certain amounts for prior periods have been reclassified to conform to the current period financial statement presentation. All references in this report to financial results related to 2017 reflect the previously restated results for the first and second quarters of 2017.

 

The Company is a leading provider of engineered lifting solutions and operates as a single business segment.  Operating activities are conducted through the following wholly-owned subsidiaries: Manitex, Inc. (“Manitex”), Badger Equipment Company (“Badger”), PM Group S.p.A. and Subsidiaries (“PM Group”), Manitex Valla S.r.l. (“Valla”), Sabre Manufacturing, LLC (“Sabre”), Crane and Machinery, Inc. (“C&M”), and Crane and Machinery Leasing, Inc. (“C&M Leasing”).

 

The condensed consolidated financial statements include the accounts of Manitex International, Inc. and subsidiaries in which it has a greater than 50% voting interest (collectively, the “Company”).  All significant intercompany accounts, profits and transactions have been eliminated in consolidation.  

 

Consolidated Variable Interest Entity

 

Even though it never had an ownership interest in SVW Crane & Equipment Company (together with its wholly owned subsidiary, Rental Consulting Service Company, “SVW”), the Company previously had the power to direct the activities that most significantly impacted SVW’s economic performance. Additionally, the Company was the primary beneficiary of its relationship with SVW. SVW obtained third party financing, which was effectively guaranteed by the Company, on specific cranes the Company manufactured and remitted the loan proceeds to the Company. Other than its business transactions described herein, SVW had no other substantial business operations. The Company determined that SVW was a Variable Interest Entity (“VIE”) that under current accounting guidance needed to be consolidated in the Company’s financial results. By December 31, 2017, SVW had ceased operations and is therefore not a consolidated VIE after December 31, 2017.

 

Supplemental Cash Flow Information

 

Transactions for the periods ended September 30, 2018 and 2017 are as follows:

 

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

Interest received in cash

 

$

95

 

 

$

 

Interest paid in cash

 

 

4,678

 

 

 

4,375

 

Income tax (refunds) payments in cash

 

 

(99

)

 

 

107

 

 

 

 

 

 

 

 

 

 

Proportional share of increase in equity investments' paid in capital

 

 

14

 

 

 

 

Share based compensation paid in connection with Tadano transaction

 

 

200

 

 

 

 

Equipment held for sale financed on a capital lease

 

 

 

 

 

896

 

Stock to purchase Winona facility

 

 

 

 

 

154

 

 

8


 

Discontinued Operations

ASV Segment

ASV is located in Grand Rapids, Minnesota and manufactures a line of high-quality compact track and skid steer loaders. The products are used in site clearing, general construction, forestry, golf course maintenance and landscaping industries, with general construction being the largest.  

Prior to the quarter ended June 30, 2017, the Company owned a 51% interest in ASV Holdings, Inc., which was formerly known as A.S.V., LLC (“ASV”).  On May 11, 2017, in anticipation of an initial public offering, ASV converted from an LLC to a C-Corporation and the Company’s 51% interest was converted to 4,080,000 common shares of ASV.  On May 17, 2017, in connection with its initial public offering, ASV sold 1,800,000 of its own shares and the Company sold 2,000,000 shares of ASV common stock and reduced its investment in ASV to a 21.2% interest. ASV was deconsolidated and was recorded as an equity investment starting with the quarter ended June 30, 2017.  Periods ending before June 30, 2017 reflect ASV as a discontinued operation. In February 2018, the Company sold an additional 1,000,000 shares of ASV that it held which reduced the Company’s investment in ASV to approximately 11.0%.  The Company ceased accounting for its investment in ASV under the equity method and now accounts for its investment as a marketable equity security.  See Notes 8 and 18 for additional discussion related to the accounting treatment of the investment in ASV after the sale of the additional shares.

 

2. Significant Accounting Policies and New Accounting Pronouncements  

Principles of Consolidation

The Company consolidates all entities that we control by ownership of a majority voting interest. Additionally, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity's voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which we have this interest is referred to as a Variable Interest Entity (“VIE”).  An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Although the Company never had an ownership interest in SVW, the Company previously had the power to direct the activities of SVW that most significantly impacted its economic performance and absorbed the losses.  As such, the Company determined that SVW was a VIE that required consolidation.  SVW obtained financing and remitted the proceeds to the Company using inventory (cranes) owned by the Company as collateral.  The finance companies that hold the loans have a perfected security interest in the inventory and therefore have recourse against this specific inventory. Furthermore, the debt taken on by SVW was effectively guaranteed by the Company pursuant to certain related agreements. By December 31, 2017, SVW ceased operations and is not a consolidated VIE after December 31, 2017.

The Company eliminates from the Company’s financial results all significant intercompany transactions, including the intercompany transactions with consolidated VIEs.  

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are stated at the amounts the Company’s customers are invoiced and do not bear interest. Accounts receivable is reduced by an allowance for amounts that may become uncollectible in the future. The Company’s estimate for the allowance for doubtful accounts related to trade receivables includes evaluation of specific accounts where the Company has information that the customer may have an inability to meet its financial obligations. The Company had allowances for doubtful accounts of $34 and $82 at September 30, 2018 and December 31, 2017, respectively.

 

Guarantees

 

The Company has issued partial residual guarantees to financial institutions related to a customer financing of equipment purchased by the customer.  The Company must assess the probability of losses if the fair market value is less than the guaranteed residual value.

 

The Company has issued partially residual guarantees that have maximum 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. The Company’s ability to recover any losses incurred under the guarantees may be affected by economic conditions in used equipment markets at the time of loss.

9


 

 

The Company records a liability for the estimated fair value of guarantees issued pursuant to ASC 460.  The Company recognizes a loss under a guarantee when its obligation to make payment under the guarantee is probable and the amount of the loss can be estimated.  A loss would be recognized if the Company’s payment obligation under the guarantee exceeds the value it can expect to recover to offset such payment, primarily through the sale of the equipment underlying the guarantee.

 

Inventory, net

Inventory consists of stock materials and equipment stated at the lower of cost (first in, first out) or net realizable value. All equipment classified as inventory is available for sale. The Company records excess and obsolete inventory reserves. The estimated reserve is based upon specific identification of excess or obsolete inventories. Selling, general and administrative expenses are expensed as incurred and are not capitalized as a component of inventory.

Accrued Warranties

Warranty costs are accrued at the time revenue is recognized. The Company’s products are typically sold with a warranty covering defects that arise during a fixed period of time. The specific warranty offered is a function of customer expectations and competitive forces. The Equipment Distribution division does not accrue for warranty costs at the time of sales, as they are reimbursed by the manufacturers for any warranty that they provide to their customers.

A liability for estimated warranty claims is accrued at the time of sale. The liability is established using historical warranty claim experience. Historical warranty experience is, however, reviewed by management. The current provision may be adjusted to take into account unusual or non-recurring events in the past or anticipated changes in future warranty claims. Adjustments to the initial warranty accrual are recorded if actual claim experience indicates that adjustments are necessary. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability.

 

Interest Rate Swap Contracts

 

The Company enters into derivative instruments to manage its exposure to interest rate risk related to certain foreign term loans. Derivatives are initially recognized at fair value at the date the contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in current earnings immediately unless the derivative is designated and effective as a hedging instrument, in which case the effective portion of the gain or loss is recognized and is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged instrument affects earnings (date of sale). The Company’s interest rate swap contracts are held by the PM Group and are intended to manage the exposure to interest rate risk related to certain term loans that PM Group has with certain financial institutions in Italy. These contracts have been determined not to be hedge instruments under ASC 815-10.

 

Litigation Claims

 

In determining whether liabilities should be recorded for pending litigation claims, the Company must assess the allegations and the likelihood that it will successfully defend itself. When the Company believes it is probable that it will not prevail in a particular matter, it will then make an estimate of the amount of liability based, in part, on the advice of legal counsel.

 

Income Taxes

 

The Company’s provision for income taxes consists of U.S. and foreign taxes in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that the Company expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. The effective tax rate is based upon the Company’s anticipated earnings both in the U.S. and in foreign jurisdictions.

 

Comprehensive Income

 

Reporting “Comprehensive Income” requires reporting and displaying comprehensive income and its components. Comprehensive income includes, in addition to net earnings, other items that are reported as direct adjustments to stockholder’s equity. Currently, the comprehensive income adjustment required for the Company consists of a foreign currency translation adjustment, which is the result of consolidating its foreign subsidiaries.

 

10


 

Accounting for Equity Investments

Beginning with the quarter ended June 30, 2017, the Company accounted for its 21.2% investment in ASV under the equity method of accounting.  Under the equity method, the Company’s share of the net income (loss) of ASV was recognized as income (loss) in the Company’s statement of operations and added to the investment account, and dividends received from ASV were treated as a reduction of the investment account. The Company reports ASV’s earnings on a one quarter lag as ASV may not report earnings in time to be included in the Company’s financial statements for any given reporting period.  

On May 17, 2017 (the date ASV became an equity investment), the Company’s investment in ASV exceeded the proportional share of ASV’s net assets. Under current applicable guidance, assets and liabilities of the investee (ASV) were valued at fair market value on the date of the investment.   The Company’s investment, however, was not adjusted for the difference between the Company’s proportional share of the net assets and the fair value of the assets that existed on the date that the investment was made.   The differences were accounted for on a memo basis.  The differences can be either of temporary nature or permanent differences.  Adjustment to inventory and identifiable intangible assets with finite lives are temporary differences.  Fair market adjustments to land and goodwill are examples of permanent differences.  Differences related to temporary items are amortized over their lives.  Earnings recognized are the proportional share of investee’s income for the period adjusted for reversal of any timing differences or additional amortization related to the memo fair market adjustments of identifiable intangible assets that have finite lives.  

Between February 26 and 28, 2018, the Company sold 1,000,000 shares of ASV stock reducing the Company’s investment in ASV to approximately 11.0%. See Notes 8 and 18. During the quarter ended March 31, 2018, the Company:  

 

 

Recognized its proportional share of ASV loss for the three months ended December 31, 2017,  

 

Recorded a loss on the sale of shares,

 

Ceased accounting for ASV as an equity investment, and

 

Valued its remaining investment in ASV at its current market value.

 

 

Accounting for Marketable Equity Securities

 

Marketable equity securities are valued at fair market value based on the closing price of the stock on the date of the balance sheet.  Gains and loss related fair value adjustments related to marketable equity securities are recorded into income each reporting period.

 

Shipping and Handling

 

The Company records the amount of shipping and handling costs billed to customers as revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment costs and are included in cost of sales.

 

Adoption of Highly Inflationary Accounting in Argentina

 

GAAP guidance requires the use of highly inflationary accounting for countries whose cumulative three-year inflation exceeds 100 percent. In the second quarter of 2018, published inflation indices indicated that the three-year cumulative inflation in Argentina exceeded 100 percent, and as of July 1, 2018, we elected to adopt highly inflationary accounting for our subsidiary in Argentina (“PM Argentina”). Under highly inflationary accounting, PM Argentina’s functional currency became the Euro (its parent company’s reporting currency), and its income statement and balance sheet have been measured in Euros using both current and historical rates of exchange. The effect of changes in exchange rates on peso-denominated monetary assets and liabilities has been reflected in earnings in other (income) and expense, net and was not material.  As of September 30, 2018, PM Argentina had a small net peso monetary position. Net sales of PM Argentina were less than 5 and 10 percent of our consolidated net sales for the nine months ended September 30, 2018 and 2017.

 

 

Recently Issued Pronouncements – Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which requires lessees to recognize assets and liabilities for leases with lease terms of more than 12 months and disclose key information about leasing arrangements. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. The update is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the impact of this update on its consolidated financial statements. The Company disclosed in its 2017 10-K that the Company had future operating lease commitments of approximately $5,000.  This is an indication of the potential magnitude that adoption of this standard will have on the Company’s financial statements.

11


 

Subsequently, the FASB issued the following standards related to ASU 2016-02: ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842,” (“ASU 2018-01”), ASU 2018-10, “Codification Improvements to Topic 84 2, Leases” (“ASU 2018-10”) and ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”). ASU 2018-01 permits an entity to elect an optional transition practical expedient under Topic 842 related to existing or expired land easements that we re not previously accounted for as leases under Topic 840. ASU 2018-10 clarifies certain guidance within ASU 2016-02 and ASU 2018-11 is intended to reduce costs and ease implementation of ASU 2016-02. The Company will evaluate the impact and adopt ASU 2018 -01, ASU 2018-10 and ASU 2018-11 in conjunction with its adoption of ASU 2016-02.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment. The effective date will be the first quarter of fiscal year 2020, with early adoption permitted in 2017. The Company is evaluating the impact that adoption of this new standard will have on its consolidated financial statements.

 

In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” (“ASU 2018-2”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from H.R. 1 “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (commonly known as “Tax Cuts and Jobs Act”). The effective date will be the first quarter of fiscal year 2019. The Company is evaluating the impact that adoption of this new standard will have on its consolidated financial statements.

 

Recently Adopted Accounting Guidance

 

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The amendments in ASU 2016-01, among other things, require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; requires public business entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate fair value that is required to be disclosed for financial instruments measured at amortized cost. The effective date was the first quarter of fiscal year 2018.  The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have a significant impact on the operating results.

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date”, which amends ASU 2014-09.  As a result, the effective date was the first quarter of 2018, with early adoption permitted.  The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. Adoption of the new standard has had no material impact on our consolidated balance sheet, cash flows statements or net income.

 

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” (“ASU 2016-08”). ASU 2016-08 further clarifies principal and agent relationships within ASU 2014-09. Similar to ASU 2014-09, the effective date was the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. Adoption of the new standard has had no material impact on our consolidated balance sheet, cash flows statements or net income.

12


 

 

In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing” (“ASU 2016-10”).  The amendments in ASU 2016-10 are expected to reduce the cost and complexity of applying the guidance on identifying promised goods or services in contracts with customers and to improve the operability and understandability of licensing implementation guidance related to the entity's intellectual property.  Similar to ASU 2014-09, the effective date was the first quarter of fiscal year 2018 with early adoption permitted in the first quarter of fiscal year 2017. The Company adopted this guidance during the quarter ended March 31, 2018 on a modified retrospective basis. The adoption of this guidance did not have a significant impact on the operating results when adopted. The Company’s revenue recognition policy adopted as a result of the New Revenue Standards is presented in Note 3 below.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”).  ASU 2016-15 reduces the existing diversity in practice in financial reporting by clarifying existing principles in ASC 230, “Statement of Cash Flows,” and provides specific guidance on certain cash flow classification issues.  The effective date for ASU 2016-15 was the first quarter of fiscal year 2018 with early adoption permitted. The Company made an election to use the “Cumulative Earning Approach” to classify distributions received from equity investments.  Other than the aforementioned election (which may have a future impact), the adoption of this guidance during the quarter ended March 31, 2018, did not have an impact on the Company’s Statement of Cash Flows.

 

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740) - Intra-Entity Transfer of Assets Other than Inventory,” (“ASU 2016-16”).  ASU 2016-16 requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (excluding inventory) when the transfer occurs. This is a change from prior GAAP which prohibited recognition of current and deferred income taxes until the asset was sold to a third party.  The effective date for ASU 2016-16 was the first quarter of fiscal year 2018 with early adoption permitted.  The Company adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have a significant impact on the operating results.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” (“ASU 2017-01”). ASU 2017-01 provides guidance in ascertaining whether a collection of assets and activities is considered a business. The effective date is the first quarter of fiscal year 2018, with prospective application. The Company has adopted this guidance during the quarter ended March 31, 2018. The adoption of this guidance did not have an impact on the operating results when adopted.

 

 

Except as noted above, the guidance issued by the FASB during the current year is not expected to have a material effect on the Company’s consolidated financial statements.

 

3. Revenue Recognition

Revenue is recognized when obligations under the terms of the contract with our customer are satisfied; generally, this occurs with the transfer of control of our equipment, parts or installation services (typically completed within one day), which occurs at a point in time.  Equipment can be redirected during the manufacturing phase such that over time revenue recognition is not appropriate.  Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.  Our contracts are non-cancellable and returns are only allowed in limited instances through Crane & Machinery, Inc.  Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold and do not constitute a separate performance obligation.  

For instances where equipment and installation services are sold together, the Company accounts for the equipment and installation services separately.  The consideration (including any discounts) is allocated between the equipment and installation services based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the equipment .

In some instances, the Company fulfills its obligations and bills the customer for the work performed but does not ship the goods until a later date. These arrangements are considered bill-and-hold transactions.  In order to recognize revenue on the bill-and-hold transactions, the Company ensures the customer has requested the arrangement, the product is identified separately as belonging to the customer, the product is ready for shipment to the customer in its current form, and the Company does not have the ability to direct the product to a different customer.  A portion of the transaction price is not allocated to the custodial services due to the immaterial value assigned to that performance obligation.

Payment terms offered to customers are defined in contracts and purchase orders and do not include a significant financing component.  At times, the Company may offer discounts which are considered variable consideration however, the Company applies the constraint guidance when determining the transaction price to be allocated to the performance obligations.

13


 

The Company generates revenue through its principal subsidiaries:

Manitex, Inc. (“Manitex”) markets a comprehensive line of boom trucks, truck cranes and sign cranes. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including, roads, bridges and commercial construction.  

Badger Equipment Company (“Badger”) is a manufacturer of specialized rough terrain cranes and material handling products. Badger primarily serves the needs of the construction, municipality and railroad industries.  

PM Group S.p.A. (“PM”) is a leading Italian manufacturer of truck mounted hydraulic knuckle boom cranes with a 50-year history of technology and innovation, and a product range spanning more than 50 models. Its largest subsidiary, Oil & Steel (“O&S”), is a manufacturer of truck-mounted aerial platforms with a diverse product line and an international client base.

Manitex Valla S.r.l.’s (“Valla”) product line of industrial cranes is a full range of precision pick and carry cranes using electric, diesel, and hybrid power options. Its cranes offer wheeled or tracked, and fixed or swing boom configurations, with special applications designed specifically to meet the needs of its customers. These products are sold internationally through dealers and into the rental distribution channel.

Sabre Manufacturing, LLC (“Sabre”) manufactures a comprehensive line of specialized mobile tanks for liquid and solid storage and containment solutions with capacities from 8,000 to 21,000 gallons. Its mobile tanks are sold to specialized independent tank rental companies and through the Company’s existing dealer network. The tanks are used in a variety of end markets such as petrochemical, waste management and oil and gas drilling.  

Crane and Machinery, Inc. (“C&M”) is a distributor of the Company’s products as well as Terex Corporation’s (“Terex”) rough terrain and truck cranes.  Crane and Machinery Leasing, Inc.’s (“C&M Leasing”) rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.  Although C&M is a distributor of Terex rough terrain and truck cranes, C&M’s primary business is the distribution of products manufactured by the Company.  

For each of the subsidiaries, various products may be sold separately or together with installation services.  Further, equipment sales come with a standard warranty that is not sold separately.   Additionally, each of the subsidiaries sells parts to its customers.

The following table disaggregates our revenue for the three and nine months ended September 30:

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Equipment sales

 

$

52,774

 

 

$

49,449

 

 

$

155,760

 

 

$

127,193

 

Part sales

 

 

7,136

 

 

 

5,953

 

 

 

22,253

 

 

 

17,945

 

Installation services

 

 

1,028

 

 

 

1,062

 

 

 

3,504

 

 

 

3,496

 

Total Revenue

 

$

60,938

 

 

$

56,464

 

 

$

181,517

 

 

$

148,634

 

 

The Company attributes revenue to different geographic areas based on where items are shipped to or services are performed.

14


 

The following table provides detai l of revenues by geographic area for the three and nine months ended September 30, 2018 and 2017 :

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

United States

 

$

32,227

 

 

$

25,571

 

 

$

89,811

 

 

$

69,503

 

Canada

 

 

6,481

 

 

 

5,999

 

 

 

20,708

 

 

 

14,482

 

Italy

 

 

4,163

 

 

 

3,647

 

 

 

15,379

 

 

 

13,303

 

Argentina

 

 

1,290

 

 

 

2,760

 

 

 

6,963

 

 

 

8,255

 

Chile

 

 

2,381

 

 

 

3,012

 

 

 

6,957

 

 

 

6,316

 

Other