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Item 4.01.
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Changes in Registrant’s Certifying Accountant.
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On March 30, 2018, the Audit
Committee of the Board of Directors of Manitex International, Inc. (the “Company”) and UHY LLP (“UHY”), the Company’s independent registered public accounting firm, mutually agreed that UHY would not stand for reelection as
the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2018.
The original report of UHY on the Company’s financial statements for the fiscal year ended December 31, 2016, did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. However, such report had been withdrawn in connection with the restatement discussed below. The revised report of
UHY dated April 3, 2018 on the Company’s restated financial statements for the fiscal year ended December 31, 2016 also did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The revised report of UHY dated April 3, 2018 on the Company’s internal control over financial reporting for the fiscal year ended December 31, 2016 did contain an adverse opinion.
The Company has not yet completed its financial statements or filed its Annual Report on Form
10-K
for
the year ended December 31, 2017. As of the date hereof, UHY has not completed its audit nor issued its report with respect to the Company’s financial statements for the year ended December 31, 2017; however, the Company expects that
UHY will continue its work on such audit until completion, which is expected to occur very soon.
During the Company’s fiscal years
ended December 31, 2016 and 2017, and during the subsequent interim period through the date of this Current Report on Form
8-K,
there were no (a) “disagreements” with UHY (as defined in
Regulation
S-K
Item 304(a)(1)(iv)), whether or not resolved to UHY’s satisfaction, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of UHY, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the Company’s financial statements, or (b) “reportable events”
(as defined in Regulation
S-K
Item 304(a)(1)(v)), except as follows:
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As reported in the Company’s Current Report on Form
8-K
filed on
November 6, 2017, the Audit Committee, in consultation with the Company’s management and UHY, determined that the Company’s previously issued financial statements for the quarters ended March 31, June 30 and
September 30, 2016, year ended December 31, 2016 and quarters ended March 31 and June 30, 2017 included in the Company’s Annual Reports on Form
10-K
and Quarterly Reports on Form
10-Q
for such periods and together with all three, six and nine-month financial information contained therein (collectively, the
“Non-Reliance
Periods”) can no
longer be relied upon. The Company filed the restated annual and quarterly financial statements for the
Non-Reliance
Periods, along with its Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017, on April 3, 2018. The Company intends to file its Annual Report on Form
10-K
for the year ended
December 31, 2017 as soon as practicable.
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Management has concluded that, due to material weaknesses identified in the Company’s internal control
over financial reporting during the
Non-Reliance
Periods, the Company’s disclosure controls and procedures and internal control over financial reporting were not effective. The Company is in the process
of remediating these material weaknesses. These material weaknesses are described in Item 9A,
Controls and Procedures
, in the Company’s Annual Report on Form
10-K/A
for the fiscal year ended
December 31, 2016 and in Item 4,
Controls and Procedures
, in the Company’s Quarterly Reports on Form
10-Q/A
and Form
10-Q
for the quarters ended
March 31, 2017, June 30, 2017 and September 30, 2017.
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The Audit Committee has discussed these matters with UHY, and the Company has authorized UHY to
respond fully to the inquiries of the successor accountant concerning these matters.
The Company provided UHY with a copy of the
disclosures it is making in this Current Report on Form
8-K
and has requested that UHY furnish it with a letter addressed to the Securities and Exchange Commission stating whether they agree with the above
statements and, if not, stating the respects in which they do not agree. A copy of UHY’s letter is filed herewith as Exhibit 16.1.
On April 3, 2018, the Company appointed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2018. The appointment was approved by the Audit Committee of the Board of Directors.
During the Company’s fiscal years ended December 31, 2016 and 2017, and during the subsequent interim period through the date of
this Current Report on Form
8-K,
neither the Company nor anyone on its behalf consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton concluded was an
important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Regulation
S-K
Item 304(a)(1)(iv)) or a “reportable event” (as defined in Regulation
S-K
Item 304(a)(1)(v)).
Caution Regarding Forward-Looking Statements
This Current Report on
Form 8-K includes
information that constitutes forward-looking
statements. Forward-looking statements often address our expected future business and financial performance, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” or “will.” By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to
differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include: the review of the Company’s accounting, accounting policies and internal control
over financial reporting; the preparation of and the audit or review, as applicable, of restated filings; and the subsequent discovery of additional adjustments to the Company’s previously issued financial statements. Actual events or results
may differ materially from the Company’s expectations. We do not undertake to update our forward-looking statements, except as required by applicable securities laws.