Acquisition and Investment (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
|---|
| PM Group [Member] |
|
| Schedule of Fair Value of Purchase Consideration |
The fair value of the purchase consideration is shown below:
|
|
|
Fair Value
Euros |
|
|
Fair Value
U.S. Dollars |
|
|
Cash |
|
€ |
17,142 |
|
|
$ |
20,312 |
|
|
994,483 shares of common stock of Manitex International,
Inc. |
|
|
8,710 |
|
|
|
10,124 |
|
|
Total purchase consideration |
|
€ |
25,852 |
|
|
$ |
30,436 |
|
|
| Schedule of Adjustments on Goodwill |
The adjustment had the following impact on goodwill:
|
Adjustment to reduce the value of certain accounts receivables
based on obtaining additional information |
|
$ |
260 |
|
|
Eliminate value assigned to fixed assets determined not to exist
at date of acquisition |
|
|
392 |
|
|
Adjustments to deferred tax assets to reflect corrected value |
|
|
(1,187 |
) |
|
Adjustment to assumed non-recourse debt to reflect |
|
|
(344 |
) |
|
Net impact on goodwill |
|
$ |
(879 |
) |
|
| Schedule of Restated Purchase Price Allocations |
The balance sheet at January 15, 2015 was restated to reflect the above changes to PM Group purchase price allocations as follows:
|
Account |
|
Provisional amounts
recorded as of
January 15, 2015 |
|
|
Adjustment
to purchase
price allocation |
|
|
Revised amount
recorded as of
January 15, 2015 |
|
|
Goodwill |
|
$ |
31,052 |
|
|
$ |
(879 |
) |
|
$ |
30,173 |
|
|
Accounts receivable |
|
|
22,475 |
|
|
|
(260 |
) |
|
|
22,215 |
|
|
Fixed assets |
|
|
17,344 |
|
|
|
(392 |
) |
|
|
16,952 |
|
|
Deferred tax asset |
|
|
9,680 |
|
|
|
1,187 |
|
|
|
10,867 |
|
|
Assumed non-recourse debt |
|
|
(62,197 |
) |
|
|
344 |
|
|
|
(61,853 |
) |
|
| Estimated Fair Values of Assets Acquired and Liabilities Assumed |
The following table summarizes the revised allocation of the PM Group acquisition consideration to the fair value of the assets acquired and liabilities assumed at the date of acquisition:
Purchase price allocation:
|
Cash invested in PM |
|
€ |
5,994 |
|
|
$ |
6,965 |
|
|
Trade receivables |
|
|
18,795 |
|
|
|
22,215 |
|
|
Inventory |
|
|
20,088 |
|
|
|
23,743 |
|
|
Other receivables and prepaid expenses |
|
|
3,746 |
|
|
|
4,428 |
|
|
Total fixed assets |
|
|
14,342 |
|
|
|
16,952 |
|
|
Customer relationships |
|
|
10,841 |
|
|
|
12,813 |
|
|
Trade name and trademarks |
|
|
5,850 |
|
|
|
6,914 |
|
|
Patented & Unpatented Technology |
|
|
7,657 |
|
|
|
9,050 |
|
|
Goodwill |
|
|
25,528 |
|
|
|
30,173 |
|
|
Deferred net tax assets |
|
|
9,195 |
|
|
|
10,867 |
|
|
Other long term assets |
|
|
1,267 |
|
|
|
1,497 |
|
|
Accounts payable |
|
|
(22,020 |
) |
|
|
(26,026 |
) |
|
Accrued expenses |
|
|
(7,343 |
) |
|
|
(8,679 |
) |
|
Other current liabilities |
|
|
(1,188 |
) |
|
|
(1,404 |
) |
|
Deferred tax liability |
|
|
(11,595 |
) |
|
|
(13,705 |
) |
|
Other long term liabilities |
|
|
(2,973 |
) |
|
|
(3,514 |
) |
|
Assumed non-recourse debt |
|
|
(52,332 |
) |
|
|
(61,853 |
) |
|
Net assets acquired |
|
€ |
25,852 |
|
|
$ |
30,436 |
|
|
| Schedule of Assets Acquired and Liabilities Assumed Debt |
Non-recourse PM debt: Under the transaction, PM remains obligated for the following debt:
|
Term debt—interest bearing |
|
€ |
22,956 |
|
|
$ |
27,133 |
|
|
Term debt—non-interest bearing |
|
|
10,289 |
|
|
|
12,161 |
|
|
Fair market adjustment for non-interest bearing debt |
|
|
(1,460 |
) |
|
|
(1,726 |
) |
|
Working capital borrowings |
|
|
18,827 |
|
|
|
22,252 |
|
|
Interest rate swap derivative contract |
|
|
1,720 |
|
|
|
2,033 |
|
|
Total assumed non-recourse debt |
|
€ |
52,332 |
|
|
$ |
61,853 |
|
|
| Schedule of Pro Forma Results of Acquisition |
The following unaudited pro forma information assumes the acquisition of PM occurred on January 1, 2014. 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, 2015 and 2014 are as follows (in thousands, except per share data):
|
|
|
Year Ended
December 31,
2015 |
|
|
Year Ended
December 31,
2014 |
|
|
Net revenues |
|
$ |
389,036 |
|
|
$ |
346,159 |
|
|
(Loss) earnings from continuing operations attributable
to shareholders of Manitex International, Inc. |
|
$ |
(3,654 |
) |
|
$ |
414 |
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per share from continuing operations
attributable to shareholders of Manitex International, Inc.: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.23 |
) |
|
$ |
0.03 |
|
|
Diluted |
|
$ |
(0.23 |
) |
|
$ |
0.03 |
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
Basic |
|
|
16,011,511 |
|
|
|
14,852,672 |
|
|
Diluted |
|
|
16,011,511 |
|
|
|
14,898,772 |
|
|
| Schedule of Pro-forma Adjustments |
The following table summarizes the pro forma adjustments that modify historical results:
|
|
|
For the Year Ended December 31, |
|
|
|
|
2015 |
|
|
2014 |
|
|
Record interest expense on Manitex debt issued in connection
with the acquisition |
|
$ |
33 |
|
|
$ |
1,814 |
|
|
Transfer acquisition costs between periods |
|
|
(1,148 |
) |
|
|
1,148 |
|
|
Eliminate impact of capitalizing research and development by
PM |
|
|
(45 |
) |
|
|
142 |
|
|
Adjust depreciation to reflect fair values and current lives |
|
|
(11 |
) |
|
|
(395 |
) |
|
Adjust amortization to reflect fair value of intangibles and
current lives |
|
|
90 |
|
|
|
1,680 |
|
|
Eliminate historic interest expense on debt forgiven or
converted to non-interest debt |
|
|
(14 |
) |
|
|
(1,403 |
) |
|
Record amortization of debt discount on non-interest bearing
debt |
|
|
27 |
|
|
|
549 |
|
|
Transfer amortization of inventory step up between periods |
|
|
(912 |
) |
|
|
1,030 |
|
|
Eliminate profit on debt restructuring (this was not a taxable
event) |
|
|
6,298 |
|
|
|
— |
|
|
Record income tax impact on the above pro forma adjustments |
|
|
662 |
|
|
|
(1,562 |
) |
|
| ASV Inc [Member] |
|
| Schedule of Fair Value of Purchase Consideration |
The fair value of the purchase consideration was $49,787 in total as shown below:
|
Cash |
|
$ |
25,000 |
|
|
Note payable to seller |
|
|
1,411 |
|
|
Fair value of non-controlling interest in ASV |
|
|
23,376 |
|
|
Total purchase consideration |
|
$ |
49,787 |
|
|
| Schedule of Adjustments on Goodwill |
The adjustments had the following impact on goodwill:
|
Record liabilities that existed at acquisition date that had not
been recorded |
|
$ |
115 |
|
|
Adjustment to reduce the value of certain inventory based on
obtaining additional information |
|
|
460 |
|
|
Eliminate value assigned to fixed assets determined not to exist
at date of acquisition |
|
|
262 |
|
|
Increase reserves for product liability suits based on additional
information |
|
|
3,199 |
|
|
Adjustment to reserves for worker compensation claims based on
additional information |
|
|
68 |
|
|
Adjustment to income tax payable to record tax liability based on
additional information |
|
|
(269 |
) |
|
Net impact on goodwill |
|
$ |
3,835 |
|
|
| Schedule of Restated Purchase Price Allocations |
The balance sheet at December 31, 2014 was restated to reflect the above changes to ASV purchase price allocations as follows:
|
Account |
|
Provisional amounts
recorded as of
December 31, 2014 |
|
|
Adjustment
to purchase
price allocation |
|
|
Revised amount
recorded as of
December 31, 2014 |
|
|
Goodwill |
|
$ |
26,744 |
|
|
$ |
3,835 |
|
|
$ |
30,579 |
|
|
Inventory |
|
|
27,217 |
|
|
|
(460 |
) |
|
|
26,757 |
|
|
Fixed assets |
|
|
19,177 |
|
|
|
(262 |
) |
|
|
18,915 |
|
|
Accrued expenses |
|
|
(3,975 |
) |
|
|
(3,382 |
) |
|
|
(7,357 |
) |
|
Income tax payable on conversion of ASV |
|
|
(16,500 |
) |
|
|
269 |
|
|
|
(16,231 |
) |
|
| Estimated Fair Values of Assets Acquired and Liabilities Assumed |
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:
|
Cash |
|
$ |
2 |
|
|
Accounts receivable |
|
|
18,232 |
|
|
Prepaid Expenses |
|
|
71 |
|
|
Inventory |
|
|
26,757 |
|
|
Total fixed assets |
|
|
18,915 |
|
|
Customer relationships |
|
|
16,000 |
|
|
Trade name and trademarks |
|
|
7,000 |
|
|
Patented & Unpatented Technology |
|
|
8,000 |
|
|
Goodwill |
|
|
30,579 |
|
|
Capitalized Debt Issuance Costs |
|
|
2,767 |
|
|
Accounts payable |
|
|
(9,459 |
) |
|
Accrued expenses |
|
|
(7,357 |
) |
|
Accrued conversion tax |
|
|
(16,231 |
) |
|
Accrued pension liability |
|
|
(839 |
) |
|
Assumption of non-recourse ASV debt |
|
|
(44,650 |
) |
|
Net assets acquired |
|
$ |
49,787 |
|
|