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 June 30, 2024

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MNTX	The NASDAQ Stock Market LLC

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 July 31, 2024 was 20,397,358

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

GENERAL

This Quarterly Report on Form 10-Q filed by Manitex International, Inc. speaks as of June 30, 2024 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in the section entitled “Item 1A. Risk Factors”:

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

•the reliance of our customers on government spending, fluctuations in activity levels in the construction 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;

•any failure on our part to maintain an effective system of internal controls;

•the cyclical nature of the markets we operate in;

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

•a further increase in interest rates;

•our increasingly international operations expose us to additional risks and challenges associated with conducting business internationally, including currency exchange risks;

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

•the availability of the third-party financing that some of our customers rely on to purchase our products;

•our operations are in a highly competitive industry and subject to the risks of such competition;

•our dependency upon third-party suppliers makes us vulnerable to supply shortages;

•price increases in materials could reduce our profitability;

•our rental fleet ages causing significant impact to profitability;

•our ability to collect rental revenue;

•our rental fleet is subject to residual value risk;

•increased product liability claims and other liabilities due to the nature of its business;

•our success depends upon the continued protections of its trademarks and may be forced to incur substantial costs to maintain, defend, protect and enforce its intellectual property rights;

•volatility relating to our stock price;

1

•our ability to access the capital markets to raise funds and provide liquidity;

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

•compliance with changing laws and regulations;

•a disruption or breach in our information technology systems;

•the significant percentage of our common stock is held by principal shareholders, executive officers and directors;

•our reliance on the management and leadership skills of our senior executives;

•impairment in the carrying value of goodwill and/or other intangible assets could negatively affect our operating results;

•provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, may discourage or prevent a change in control of the Company; and

•other factors.

The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in this Quarterly Report on Form 10-Q 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		4
ITEM 1: Financial Statements (Unaudited)			4
	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023		5
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023		6
	Condensed Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2024 and 2023		7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023		8
	Notes to Condensed Consolidated Financial Statements		9
ITEM 2: Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			25
ITEM 3: Quantitative And Qualitative Disclosures About Market Risk			28
ITEM 4: Controls And Procedures			28
PART II:	OTHER INFORMATION		30
ITEM 1: Legal Proceedings			30
ITEM 1A: Risk Factors			30
ITEM 2: Unregistered Sales Of Equity Securities And Use Of Proceeds			30
ITEM 3: Defaults Upon Senior Securities			30
ITEM 4: Mine Safety Disclosures			30
ITEM 5: Other Information			30
ITEM 6: Exhibits			30

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PART 1—FINANCIAL INFORMATION

Item 1—Financial Statements

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	June 30, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	5,097		$	9,269
Cash – restricted		206			212
Trade receivables (net)		51,695			49,118
Other receivables		1,715			553
Inventory (net)		82,268			82,337
Prepaid expenses and other current assets		3,659			4,084
Total current assets		144,640			145,573
Total fixed assets net of accumulated depreciation of $33,035 and $29,751    at June 30, 2024 and December 31, 2023, respectively		52,194			49,560
Operating lease assets		7,832			7,416
Intangible assets (net)		10,511			12,225
Goodwill		36,854			37,354
Deferred tax assets		3,220			3,603
Total assets	$	255,251		$	255,731
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	49,987		$	47,644
Accrued expenses		14,346			14,503
Related party payables		548			27
Revolving term credit facilities		2,106			2,185
Notes payable (net)		21,153			23,343
Current portion of finance lease obligations		651			605
Current portion of operating lease obligations		2,210			2,100
Customer deposits		2,021			2,384
Total current liabilities		93,022			92,791
Long-term liabilities
Revolving term credit facilities (net)		48,817			49,781
Notes payable (net)		14,064			16,249
Finance lease obligations (net of current portion)		2,444			2,777
Operating lease obligations (net of current portion)		5,622			5,315
Deferred tax liability		4,719			4,145
Other long-term liabilities		3,334			4,989
Total long-term liabilities		79,000			83,256
Total liabilities		172,022			176,047
Commitments and contingencies
Equity
Preferred stock—Authorized 150,000 shares, no shares issued or outstanding at   June 30, 2024 and December 31, 2023		-			-
Common stock—no par value 25,000,000 shares authorized, 20,390,299 and 20,258,194    shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		135,226			134,328
Additional paid in capital		5,454			5,440
Retained deficit		(62,209	)		(65,982	)
Accumulated other comprehensive loss		(5,686	)		(4,169	)
Equity attributable to shareholders of Manitex International, Inc.		72,785			69,617
Equity attributed to noncontrolling interest		10,444			10,067
Total equity		83,229			79,684
Total liabilities and equity	$	255,251		$	255,731

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)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net revenues	$	76,235		$	73,534		$	149,578		$	141,405
Cost of sales		59,074			58,599			115,534			112,060
Gross profit		17,161			14,935			34,044			29,345
Operating expenses
Research and development costs		929			837			1,783			1,651
Selling, general and administrative expenses		11,125			10,766			22,244			21,797
Total operating expenses		12,054			11,603			24,027			23,448
Operating income		5,107			3,332			10,017			5,897
Other income (expense)
Interest expense		(1,931	)		(1,896	)		(3,803	)		(3,661	)
Interest income		91			-			170			-
Foreign currency transaction loss		(353	)		(718	)		(829	)		(773	)
Other income (expense)		(17	)		21			17			(737	)
Total other expense		(2,210	)		(2,593	)		(4,445	)		(5,171	)
Income before income taxes		2,897			739			5,572			726
Income tax expense		1,178			207			1,422			220
Net income		1,719			532			4,150			506
Net income attributable to noncontrolling interest		229			128			377			49
Net income attributable to shareholders of Manitex International, Inc.	$	1,490		$	404		$	3,773		$	457
Income per share
Basic	$	0.07		$	0.02		$	0.19		$	0.02
Diluted	$	0.07		$	0.02		$	0.19		$	0.02
Weighted average common shares outstanding
Basic		20,368,668			20,206,919			20,326,794			20,164,486
Diluted		20,392,756			20,209,959			20,378,199			20,166,968

The accompanying notes are an integral part of these financial statements

5

MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023
Net income	$	1,719		$	532	$	4,150		$	506
Other comprehensive income
Foreign currency translation gain (loss)		(317	)		22		(1,517	)		695
Total comprehensive income		1,402			554		2,633			1,201
Comprehensive income attributable to noncontrolling interest		229			128		377			49
Total comprehensive income attributable to shareholders of    Manitex International, Inc.	$	1,173		$	426	$	2,256		$	1,152

The accompanying notes are an integral part of these financial statements

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MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)

	Outstanding shares			Common Stock			APIC			Retained Deficit			AOCI  Gain (Loss)			Noncontrolling Interests			Total
Balance at December 31, 2023		20,258,194		$	134,328		$	5,440		$	(65,982	)	$	(4,169	)	$	10,067		$	79,684
Net income		—			—			—			2,283			—			148			2,431
Loss on foreign currency translation		—			—			—			—			(1,200	)		—			(1,200	)
Employee incentive plan issuance		66,700			428			(428	)		—			—			—			—
Repurchase to satisfy withholding    and cancelled shares		(8,841	)		(56	)		—			—			—			—			(56	)
Share-based compensation		—			—			633			—			—			—			633
Balance at March 31, 2024		20,316,053		$	134,700		$	5,645		$	(63,699	)	$	(5,369	)	$	10,215		$	81,492
Net income		—			—			—			1,490			—			229			1,719
Loss on foreign currency translation		—			—			—			—			(317	)		—			(317	)
Employee incentive plan issuance		78,310			551			(551	)		—			—			—			—
Repurchase to satisfy withholding    and cancelled shares		(4,064	)		(25	)		—			—			—			—			(25	)
Share-based compensation		—			—			360			—			—			—			360
Balance at June 30, 2024		20,390,299		$	135,226		$	5,454		$	(62,209	)	$	(5,686	)	$	10,444		$	83,229
Balance at December 31, 2022		20,107,014			133,289			4,266			(73,338	)		(5,822	)		9,566			67,961
Net income (loss)		-			-			-			53			-			(79	)		(26	)
Gain on foreign currency translation		-			-			-			-			673			-			673
Employee incentive plan issuance		62,402			410			(410	)		-			-			-			-
Repurchase to satisfy withholding    and cancelled shares		(7,605	)		(40	)		-			-			-			-			(40	)
Share-based compensation		-			-			766			-			-			-			766
Balance at March 31, 2023		20,161,811			133,659			4,622			(73,285	)		(5,149	)		9,487			69,334
Net income		-			-			-			404			-			128			532
Gain on foreign currency translation		-			-			-			-			22			-			22
Employee incentive plan issuance		83,820			589			(589	)		-			-			-			-
Repurchase to satisfy withholding and    cancelled shares		(1,875	)		(9	)		-			-			-			-			(9	)
Share-based compensation		-			-			588			-			-			-			588
Balance at June 30, 2023		20,243,756			134,239			4,621			(72,881	)		(5,127	)		9,615			70,467

The accompanying notes are an integral part of these financial statements

7

MANITEX INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six months ended June 30,
	2024			2023
Cash flows from operating activities:
Net income	$	4,150		$	506
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		5,445			5,921
Changes in allowances for credit losses		23			19
Changes in inventory reserves		57			58
Deferred income taxes		959			(703	)
Amortization of deferred debt issuance costs		24			27
Amortization of debt discount		26			30
Loss on forward currency contract		-			92
Loss (gain) on sale of assets		(69	)		10
Share-based compensation		993			1,354
Adjustment to deferred gain on sales and lease back		(40	)		(40	)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(3,595	)		(4,527	)
(Increase) decrease in other receivables		(1,184	)		687
(Increase) decrease in inventory		(1,271	)		(12,970	)
(Increase) decrease in prepaid expenses and other assets		396			140
Increase (decrease) in accounts payables and related party payables		4,735			6,409
Increase (decrease) in accrued expenses		65			1,780
Increase (decrease) increase in other current liabilities		(314	)		(799	)
Increase (decrease) in other long-term liabilities		(1,513	)		(500	)
Net cash provided by (used in) operating activities		8,887			(2,506	)
Cash flows from investing activities:
Purchase of property and equipment		(7,129	)		(3,506	)
Investment in intangible assets		-			(51	)
Proceeds from sale of assets		350			352
Net cash used in investing activities		(6,779	)		(3,205	)
Cash flows from financing activities:
Net borrowings (payments) on revolving credit facilities		(1,101	)		4,461
Net borrowings (payments) on working capital facilities		(1,983	)		1,474
Note payments		(1,565	)		(1,457	)
Shares repurchased for income tax withholding on share-based compensation		(81	)		(49	)
Payments on finance lease obligations		(288	)		(242	)
Net cash provided by (used in) provided by financing activities		(5,018	)		4,187
Net decrease in cash and cash equivalents		(2,910	)		(1,524	)
Effect of exchange rate changes on cash		(1,268	)		636
Cash, cash equivalents and restricted cash at the beginning of the year		9,481			8,190
Cash, cash equivalents and restricted cash at end of period	$	5,303		$	7,302

(See Note 1 for Supplemental cash flow disclosures)

The accompanying notes are an integral part of these financial statements

8

MANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

1. Nature of Operations and Basis of Presentation

The unaudited Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023 and the related Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Shareholders’ Equity and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all 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 fiscal year ended December 31, 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023 was derived from our audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).

The Company is a leading provider of engineered lifting solutions and equipment rentals. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. Following the completion of the Rabern acquisition the Company reports in two business segments and has four operating segments, under which there are five reporting units.

Lifting Equipment Segment

Manitex markets a comprehensive line of boom trucks, truck cranes, aerial platforms and electrical industrial cranes. Manitex’s boom trucks and crane products are primarily used for industrial projects, energy exploration, energy distribution and infrastructure development, including roads, bridges and commercial construction and the tree care industry.

PM and Oil and Steel S.p.A. (“PM” or “PM Group”) is a leading Italian manufacturer of truck mounted hydraulic knuckle boom cranes with a 65-year history of technology and innovation, and a product range spanning more than 50 models. PM has an innovative line of 1.5 to 210 ton hydraulic articulated cranes serving the power generation, transmission and distribution industry, tree care and landscaping industry and mining and mineral industries. PM is also a manufacturer of truck-mounted and self-propelled aerial platforms with a diverse product line and an international client base. Truck mounted aerial work platforms are widely used in several diverse applications. High reach aerial work platforms are used in highway signage maintenance and construction, parking lot lighting applications, as well as telecommunication maintenance and upgrades. Medium reach aerial work platforms cover most retail shopping and commercial advertising. Larger capacity aerial work platforms are used as support vehicles to service and maintain equipment in mining applications. Cranes and aerial platforms are configured for tree management and removal, both manned and remote applications. Through its consolidated subsidiaries, PM Group has locations in Modena, Italy; Valencia, Spain; Arad, Romania; Chassieu, France; Buenos Aires, Argentina; Santiago, Chile; Singapore and Querétaro, Mexico. PM cranes are also distributed by the Company's subsidiary, Manitex Inc, in Georgetown, Texas.

The Company’s subsidiary, Manitex Valla S.r.L. (“Valla”) produces a full range of precision pick and carry industrial 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. The cranes have a lifting capacity of 2 to 25 metric tons and serve the industrial manufacturing, general construction and maintenance, signs and lifting industries. These products are sold internationally through dealers and into the rental distribution channel.

Rental Equipment Segment

On April 11, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Rabern Rentals, LLC (“Rabern”) and Steven Berner, as owner of 100% of Rabern’s outstanding membership interests. Pursuant to the Agreement, the Company acquired a 70% membership interest in Rabern from Steven Berner for a purchase price of approximately $26 million in cash plus assumed debt of $14 million. Rabern is a construction rental equipment provider, headquartered in Amarillo, Texas, primarily servicing business in the Texas panhandle.

The Company’s majority-owned subsidiary, Rabern, rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis. Rabern also rents equipment to homeowners for do-it-yourself projects. Rabern operates through commercial distribution and delivery stores (branches). Rabern has four branches: three located in the greater Amarillo, Texas market and one located in Lubbock, Texas.

9

Accounting Standards to be Implemented. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires additional segment reporting disclosures, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires that companies disclose, at the reportable segment level, the significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as the amount and composition of other segment items. The ASU also requires companies to disclose the title and position of the CODM and how the CODM uses the reported measures of a segment’s profit or loss when assessing performance and deciding how to allocate resources. Additionally, the ASU mandates that all segment disclosures currently required annually by Topic 280, including the enhancements outlined in the ASU, be disclosed on an interim basis. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this guidance on its disclosures to consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure in the rate reconciliation table of additional categories of information about federal, state and foreign income taxes and provide more details about the reconciliation items in some categories if the items meet a quantitative threshold. The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this guidance on its disclosures.

Supplemental Cash Flow Information

Transactions for the periods ended June 30, 2024 and 2023 are as follows:

	Six months ended June 30,
	2024		2023
Interest received in cash	$	170	$	-
Interest paid in cash		3,916		4,043
Income tax payments in cash		908		(23	)
Recognition of right-of-use asset and right-of-use liability		1,330		2,928
Fixed asset purchases in account payable		541		114
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents	$	5,097	$	7,092
Restricted cash		206		210
Cash, cash equivalents and restricted cash at the end period	$	5,303	$	7,302

2. Significant Accounting Policies

The summary of the Company’s significant accounting policies is presented to assist in understanding the Company’s condensed consolidated financial statements. The financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term securities purchased with maturity dates of three months or less to be cash equivalents. The cash in the Company’s U.S. banks is not fully insured by the FDIC due to the statutory limit of $250.

Restricted Cash

Certain of the Company’s lending arrangements require the Company to post collateral or maintain minimum cash balances in escrow. These cash amounts are reported as current assets on the balance sheets based on when the cash will be contractually released. Total restricted cash was $206 and $212 at June 30, 2024 and December 31, 2023, respectively.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are stated at the amounts the Company’s customers are invoiced and do not bear interest. The Company has adopted a policy consistent with GAAP for the periodic review of its accounts receivable to determine whether the establishment of an allowance

10

for credit losses is warranted based on the Company’s assessment of the collectability of the accounts. The Company established an allowance for credit losses of $2,076 and $2,186 at June 30, 2024 and December 31, 2023, respectively. The Company also has, in some instances, a security interest in its accounts receivable until payment is received.

Property, Equipment and Depreciation

Property and equipment are stated at cost or the fair market value at the date of acquisition for property and equipment acquired in connection with the acquisition of a company. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets.

Accrued Warranties

Warranty costs are accrued at the time revenue is recognized and the expense is recorded in the Condensed Consolidated Statement of Operations in Cost of Sales. 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.

A liability for estimated warranty claims is accrued at the time of sale. Such liability is established using historical warranty claim experience. 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.

As of June 30, 2024 and December 31, 2023, accrued warranties were $1,919 and $2,038, respectively.

Advertising

Advertising costs are expensed as incurred and were $321 and $592 for the three and six months ended June 30, 2024, respectively. Advertising costs were $432 and $619 for the three and six months ended June 30, 2023, respectively.

Noncontrolling Interest

A noncontrolling interest is the equity interest of consolidated entities that is not owned by the Company. Noncontrolling interest is adjusted for the noncontrolling partners' share of earnings (losses) in accordance with the applicable agreement. Earnings allocated to such noncontrolling partners are recorded as income applicable to noncontrolling interest in the accompanying Condensed Consolidated Statements of Operations. The initial recognition of the noncontrolling interest was attributed at the fair market value.

Share-based Compensation

The Company has elected to account for restricted stock awards with market conditions using a graded vesting method. This method recognizes the compensation cost in the statement of operations over the requisite service period for each separately vesting tranche of awards.

3. Revenue Recognition

The Company attributes revenue to different geographic areas based on where items are shipped to or services are performed. The following table provides detail of revenues by geographic area for the three and six months ended June 30, 2024 and 2023.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	$	39,457	$	34,965	$	74,909	$	65,095
Italy		10,811		14,805		18,927		28,009
Canada		5,211		7,031		12,517		12,935
Chile		4,068		1,296		7,750		5,855
United Kingdom		2,537		2,613		6,394		5,856
Argentina		2,526		722		4,574		1,993
Other		11,625		12,102		24,507		21,662
Total Revenue	$	76,235	$	73,534	$	149,578	$	141,405

11

Total Company Revenues by Sources

The sources of the Company’s revenues are summarized below for the three and six months ended June 30, 2024 and 2023.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Boom trucks, knuckle boom & truck cranes	$	48,080	$	46,785	$	96,537	$	86,021
Rentals		7,208		6,238		13,652		12,073
Aerial platforms		6,726		8,209		12,968		17,098
Part sales		6,624		5,668		12,970		12,860
Merchandise sales and other		1,153		1,060		2,086		2,038
Services		745		813		1,345		1,930
Other equipment		5,699		4,761		10,020		9,385
Total Revenue	$	76,235	$	73,534	$	149,578	$	141,405

Customer Deposits

At times, the Company may require an upfront deposit related to its contracts. In instances where an upfront deposit has been received by the Company and the revenue recognition criteria have not yet been met, the Company records a contract liability in the form of a customer deposit, which is classified as a short-term liability on the Condensed Consolidated Balance Sheets. That customer deposit is revenue that is deferred until the revenue recognition criteria have been met, at which time, the customer deposit is recognized into revenue.

The following table summarizes changes in customer deposits for the six months ended June 30, as follows:

	June 30, 2024			June 30, 2023
Customer deposits January 1,	$	2,384		$	3,407
Additional customer deposits received where revenue has not yet been    recognized		7,240			4,597
Revenue recognized from customer deposits		(7,518	)		(5,330	)
Effect of change in exchange rates		(85	)		(21	)
Total customer deposits	$	2,021		$	2,653

4. Fair Value Measurements

As required by ASC 820-10, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value Measurements

ASC 820-10 classifies the inputs used to measure fair value into the following hierarchy:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability and

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The company has no assets or liabilities classified as fair value measurements as of June 30, 2024 and as of December 31, 2023.

5. Derivative Financial Instruments

The Company’s risk management objective is to use the most efficient and effective methods available to us to minimize, eliminate, reduce or transfer the risks which are associated with fluctuation of exchange rates between the Euro, Chilean peso and the U.S. dollar.

12

Forward Currency Contracts

The Company periodically enters into forward currency exchange contracts such that the exchange gains and losses on the assets and liabilities denominated in other than the reporting units’ functional currency would be offset by the changes in the market value of the forward currency exchange contracts it holds. The forward currency exchange contracts that the Company has to offset existing assets and liabilities denominated in other than the reporting units’ functional currency have been determined not to be considered a hedge under ASC 815-10. The Company records the forward currency exchange contracts, if applicable, at its market value with any associated gain or loss being recorded in current earnings. Both realized and unrealized gains and losses related to forward currency contracts are included in current earnings and are reflected in the Condensed Consolidated Statements of Operations in the other income (expense) section on the line titled foreign currency transaction gain (loss.) Items denominated in other than a reporting unit functional currency include certain intercompany receivables due from the Company’s Italian subsidiaries and accounts receivable and accounts payable of the Company's Italian subsidiaries and their subsidiaries.

The following tables provide the effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023:

		Gain (loss)				Gain (loss)
Instruments	Location of gain recognized in Statements of Operations	Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Forward currency contract	Foreign currency transaction gain	$	-	$	37	$	-	$	52

During the three and six months ended June 30, 2024 and 2023, there were no forward currency contracts designated as cash flow hedges. As such, all gains and loss related to forward currency contracts during the three and six months ended June 30, 2024 and 2023 were recorded in current earnings and did not impact other comprehensive income.

6. Inventory, net

The components of inventory are as follows:

	June 30, 2024		December 31, 2023
Raw materials and purchased parts, net	$	52,782	$	57,185
Work in process		8,018		7,014
Finished goods, net		21,468		18,138
Inventory, net	$	82,268	$	82,337

The Company has established reserves for obsolete and excess inventory of $7,056 and $7,721 as of June 30, 2024 and December 31, 2023, respectively.

7. Goodwill and Other Intangible Assets

Intangible assets were comprised of the following as of June 30, 2024:

	Weighted Average	Gross					Net
	Amortization	Carrying		Accumulated			Carrying
	Period (in years)	Amount		Amortization			Amount
Patented and unpatented technology	1	$	17,334	$	(16,174	)	$	1,160
Customer relationships	6		22,012		(17,014	)		4,998
Trade names and trademarks	13		5,469		(3,136	)		2,333
Software	3		237		(128	)		109
Indefinite lived trade names			1,911		—			1,911
Total intangible assets, net							$	10,511

13

Intangible assets and accumulated amortization by category as of December 31, 2023 is as follows:

	Weighted Average	Gross					Net
	Amortization	Carrying		Accumulated			Carrying
	Period (in years)	Amount		Amortization			Amount
Patented and unpatented technology	1	$	17,578	$	(15,829	)	$	1,749
Customer relationships	8		22,338		(16,414	)		5,924
Trade names and trademarks	14		5,469		(3,025	)		2,444
Software	4		237		(104	)		133
Indefinite lived trade names			1,975		—			1,975
Total intangible assets, net							$	12,225

Amortization expense for intangible assets was $787 and $1,579 for the three and six months ended June 30, 2024, respectively. Amortization expense for intangible assets was $807 and $1,556 for the three and six months ended June 30, 2023, respectively.

Estimated amortization expense for the six months ending December 31, 2024 and twelve months for the next four years and subsequent years is as follows:

	Amount
2024	$	1,155
2025		1,887
2026		705
2027		521
2028		521
And subsequent		3,811
Total intangible assets currently to be amortized		8,600
Intangible assets with indefinite lives not amortized		1,911
Total intangible assets	$	10,511

Changes in goodwill for the six months ended June 30, 2024 and 2023 are as follows:

	2024			2023
Balance January 1,	$	37,354		$	36,916
Goodwill for Rabern acquisition		-			(80	)
Effect of change in exchange rates		(500	)		239
Balance June 30,	$	36,854		$	37,075

The Company performed an impairment assessment as of December 31, 2023. No triggering events have been identified during the quarter ended June 30, 2024.

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8. Property, Plant and Equipment

Property, plant and equipment consists of the following at June 30, 2024 and December 31, 2023, respectively:

	2024			2023
Rental fleet	$	47,728		$	42,380
Machinery and equipment		12,199			11,692
Buildings		8,358			8,602
Finance lease - building		4,606			4,606
Land		3,373			3,484
Leasehold improvements		2,288			2,211
Construction in progress		2,060			1,724
Motor vehicles		1,801			1,801
Computer equipment		1,500			1,489
Furniture and fixtures		1,316			1,322
Totals		85,229			79,311
Less: accumulated depreciation		(29,757	)		(26,721	)
Less: accumulated depreciation - finance lease		(3,278	)		(3,030	)
Net property and equipment	$	52,194		$	49,560

Depreciation expense for the three and six months ended June 30, 2024 and was $1,863 and $3,866 respectively. Depreciation expense for the three and six months ended June 30, 2023 was $2,062 and $4,365, respectively.

9. Accrued Expenses

Accrued expenses consist of the following at June 30, 2024 and December 31, 2023, respectively:

	June 30, 2024		December 31, 2023
Accrued payroll and benefits		4,935	$	5,526
Accrued vacation		2,422		1,961
Accrued warranty		1,919		2,038
Accrued income tax and other taxes		1,744		2,505
Accrued legal settlement		1,160		870
Accrued expenses—other		2,166		1,603
Total accrued expenses	$	14,346	$	14,503

10. Accrued Warranty

The following table summarizes the changes in product warranty liability:

	For the six months ended
	June 30,
	2024			2023
Balance January 1,	$	2,038		$	1,916
Provision for warranties issued during the year		1,422			1,069
Warranty services provided		(1,522	)		(1,028	)
Foreign currency translation		(19	)		8
Balance June 30,	$	1,919		$	1,965

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11. Credit Facilities and Debt

Debt is summarized as follows:

	June 30, 2024			December 31, 2023
U.S. Credit Facilities	$	50,923		$	51,990
U.S. Term Loan		11,729			12,824
Italy Group Short-Term Working Capital Borrowings		15,445			17,854
Italy Group Term Loan		7,733			7,992
Other		355			961
Total debt		86,185			91,621
Less: Debt issuance costs		(45	)		(63	)
Debt, net of issuance costs	$	86,140		$	91,558

U.S. Credit Facilities and Term Loan

On April 11, 2022, the Company entered into a Commercial Credit Agreement (the “Credit Agreement”), by and among the Company, the Company’s domestic subsidiaries and Amarillo National Bank. The Credit Agreement provides for a $40,000 revolving credit facility, a $30,000 revolving credit facility and a $15,000 term loan.

Borrowings under the $40,000 revolving credit facility bear interest at a floating rate equal to the Prime Rate as of June 9, 2023. Previously, the rate was Prime plus 0.50%. The $40,000 revolving credit facility requires monthly interest payments with the full principal balance coming due at maturity. The original maturity date for the facility was on April 11, 2024. On January 25, 2023, the maturity date was extended to April 11, 2025. On June 3, 2024, the lender agreed to extend the maturity date to April 11, 2026, with a rolling two-year maturity extension provided there is no event of default. The rolling two-year maturity extension repeats on April 11 each year following 2026 unless the lender provides 120 days’ written notice of non-extension.

Borrowings under the $30,000 revolving credit facility bear interest at a floating rate equal to the Prime Rate as of June 9, 2023. Previously, the rate was Prime plus 0.50%. The $30,000 facility requires quarterly principal payments in the amount of 3% of the outstanding balance (beginning January 1, 2023) in addition to quarterly interest payments. The facility originally provided for maturity on April 11, 2024. On January 25, 2023, the maturity date was extended to April 11, 2025. On June 3, 2024, the lender agreed to extend the maturity date to April 11, 2026, with a rolling two-year maturity extension provided there is no event of default. The rolling two-year maturity extension repeats on April 11 each year following 2026 unless the lender provides 120 days’ written notice of non-extension.

Note Payable Long Term

The term loan requires monthly interest payments at a floating rate equal to the Prime Rate. Monthly installments of principal and interest based on an 84-month amortization are payable beginning on November 11, 2022 with the remaining principal balance coming due at maturity on October 11, 2029.

The unused balance of the revolving credit facilities incurs a 0.125% fee that is payable semi-annually. At June 30, 2024 and December 31, 2023 , the Company had $50,923 and $51,990 in borrowings under the revolving credit facilities and $11,729 and $12,824 in borrowings under the term loan.

The Credit Agreement requires the Company to maintain a debt service coverage ratio of at least 1.25:1.00 measured on the last day of each calendar quarter, beginning June 30, 2022, and each measurement is based on a rolling 12-month basis. The Credit Agreement also requires the Company to maintain a U.S. net worth of at least $80,000, measured as of the last day of each calendar quarter beginning June 30, 2022. The Company was in compliance with its covenants under the Credit Agreement as of June 30, 2024.

PM Group Short-Term Working Capital Borrowings

At June 30, 2024 and December 31, 2023, PM Group had demand credit and overdraft facilities at PM Group and can borrow up to $25,201 and $25,882 for advances against invoices, letters of credit and bank overdrafts. As of June 30, 2024 and December 31, 2023, the interest on the Italian working capital facilities is charged at the 3-month Euribor plus a spread ranging from 175 to 355 basis points or 3-month Euribor plus 450 basis points.

At June 30, 2024 and December 31, 2023, PM Group's outstanding working capital borrowings are $15,339 and $17,678, respectively.

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Valla Short-Term Working Capital Borrowings

At June 30, 2024 and December 31, 2023, respectively, Valla had demand credit and overdraft facilities. Under the facilities, Valla can borrow up to $175 for advances against orders, invoices and bank overdrafts. Interest on the Italian working capital facilities is charged at a flat percentage rate for advances on invoices and orders of 1.67% at June 30, 2024 and 1.67% - 12% at December 31, 2023. At June 30, 2024 and December 31, 2023, the banks had advanced Valla $106 and $176, respectively.

PM Group Term Loans

At June 30, 2024 and December 31, 2023, respectively, PM Group has a $4,531 and $4,673 term loan that requires fixed principal payments and a balloon payment. The loan is secured by PM Group’s common stock. The interest rate for this term loan is a fixed rate of 3.5%, has annual principal payments of approximately $600 per year and a balloon payment of $2,800 due in 2026.

The PM group term loan contains an excess cash sweep provision such that if the net financial debt to EBITDA ratio for the year achieves a certain threshold, PM is required to make an additional cash payment to the lenders to be applied to the principal and interest. For the year ending December 31, 2023, the threshold was achieved and PM made a principal payment of approximately $0.9 million in July 2024.

At June 30, 2024 and December 31, 2023, PM Group has unsecured borrowings totaling $3,096 and $3,197, respectively. The borrowings have a fixed rate of interest of 3.5%. Annual payments of approximately $1,500 are payable until the end of 2025.

As of June 30, 2024 and December 31, 2023, the PM Group has a loan in Romania in the amount of $106 and $122, respectively, with a fixed interest of 2.75% rate maturing in 2027.

12. Leases

The Company leases certain warehouses, office space, machinery, vehicles and equipment. Leases with an initial term of 12 months or shorter are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the applicable lease term.

The Company is not aware of any variable lease payments, residual value guarantees, covenants or restrictions imposed by the leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term. The exercise of these lease renewal options is at the Company's sole discretion. The depreciable life of assets is limited by the expected lease term for finance leases.

If there was a discount rate explicit in the lease, then such discount rate was used. For those leases with no explicit or implicit interest rate, an incremental borrowing rate was used.

Leases	Classification	June 30, 2024		December 31, 2023
Assets
Operating lease assets	Operating lease assets	$	7,832	$	7,416
Financing lease assets	Fixed assets, net		1,416		1,612
Total leased assets		$	9,248	$	9,028
Liabilities
Current
Operating	Current liabilities	$	2,210	$	2,100
Financing	Current liabilities		651		605
Non-current
Operating	Non-current liabilities		5,622		5,315
Financing	Non-current liabilities		2,444		2,777
Total lease liabilities		$	10,927	$	10,797

17

		Three months ended June 30,				Six months ended June 30,
Lease Cost	Classification	2024		2023		2024		2023
Operating lease costs	Operating lease assets	$	569	$	612	$	1,137	$	1,106
Finance lease cost
Amortization of leased assets	Amortization		98		91		198		182
Interest on lease liabilities	Interest expense		99		119		203		235
Lease cost		$	766	$	822	$	1,538	$	1,523

	Three months ended June 30,				Six months ended June 30
Other Information	2024		2023		2024		2023
Cash paid for amounts included in the    measurement of lease liabilities:
Operating cash flows from operating    leases	$	569	$	612	$	1,137	$	1,106
Operating cash flows from finance    leases		99		91		198		189
Financing cash flows from finance    leases		146		123		288		242
Total Other	$	814	$	826	$	1,623	$	1,537

Future principal minimum lease payments for the period ending June 30, 2024 for the next five years and subsequent years are:

	Operating Leases			Finance Leases
2024	$	1,243		$	501
2025		2,202			996
2026		2,084			1,018
2027		1,195			1,049
2028		676			356
2029		520			-
And subsequent		1,393			-
Total undiscounted lease payments		9,313			3,920
Less interest		(1,481	)		(825	)
Total liabilities		7,832			3,095
Less current maturities		(2,210	)		(651	)
Non-current lease liabilities	$	5,622		$	2,444

In connection with our acquisition of Rabern, the Company became the lessee of four locations from HTS Management LLC (“HTS”), an entity controlled by Steven Berner, who is a key member of Rabern management. HTS operates as a holding company for property and as a single lessor leasing company for business use property for Rabern. HTS’s ongoing activities preceding and succeeding the Rabern acquisition relate to financing, purchasing, leasing and holding property leased to Rabern.

13. Income Taxes

For the three months ended June 30, 2024, the Company recorded an income tax provision of $1.2 million. The calculation of the overall income tax provision for the three months ended June 30, 2024 primarily consists of domestic and foreign income taxes offset by a discrete income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions. For the three months ended June 30, 2023, the Company recorded an income tax provision of $0.2 million. The calculation of the overall income tax provision for the three months ended June 30, 2023 primarily consists of foreign income taxes, and a discrete tax income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions.

The effective tax rate for the three months ended June 30, 2024 was an income tax provision of 40.7% on pretax income of $2.9 million compared to an income tax provision of 28.0% on pretax income of $0.7 million in the comparable prior period. The effective tax rate

18

for the three months ended June 30, 2024 differs from the U.S. statutory rate of 21% primarily due to income taxed in domestic and foreign jurisdictions at varying tax rates, permanent differences and foreign tax credits, a change to our deferred tax liability related to an investment in a subsidiary, a partial valuation allowance in the U.S. and Italy as well as a valuation allowance in certain foreign jurisdictions, and a discrete tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations for various state jurisdictions.

For the six months ended June 30, 2024, the Company recorded an income tax provision of $1.4 million, which includes a discrete income tax benefit of $0.4 million. The calculation of the overall income tax provision for the six months ended June 30, 2024, primarily consists of domestic and foreign taxes offset by a discrete income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions and a foreign jurisdiction and the settlement of a foreign income tax audit. For the six months ended June 30, 2023, the Company recorded an income tax provision of $0.2 million. The calculation of the overall income tax provision for the six months ended June 30, 2023 primarily consists of foreign income taxes, and a discrete income tax expense for the accrual of interest related to unrecognized tax benefits offset by a tax benefit related to the expiration of the statutes of limitations for various state jurisdictions.

The effective tax rate for the six months ended June 30, 2024 was an income tax provision of 25.5% on pretax income of $5.6 million compared to an income tax provision of 30.3% on pretax income of $0.7 million in the comparable prior period. The effective tax rate for the six months ended June 30, 2024 differs from the U.S. statutory rate of 21% primarily due to income taxed in domestic and foreign jurisdictions at varying tax rates, permanent differences and foreign tax credits, a change to our deferred tax liability related to an investment in a subsidiary, a partial valuation allowance in the U.S. and Italy as well as a valuation allowance in certain foreign jurisdictions, and a discrete income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions and a foreign jurisdiction, and the settlement of a foreign income tax audit.

The Company’s total unrecognized tax benefits as of June 30, 2024 and June 30, 2023 were approximately $2.2 million and $2.9 million, respectively.

14. Net Earnings per Common Share

Basic net earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Details of the calculations are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	1,719	$	532	$	4,150	$	506
Net income attributable to noncontrolling interest		229		128		377		49
Net income attributable to shareholders of    Manitex International, Inc.	$	1,490	$	404	$	3,773	$	457
Income per share
Basic
Net income	$	0.08		0.03	$	0.20	$	0.03
Net income attributable to shareholders of    Manitex International, Inc.	$	0.07		0.02	$	0.19	$	0.02
Diluted
Net income	$	0.08		0.03	$	0.20	$	0.03
Net income attributable to shareholders of    Manitex International, Inc.	$	0.07		0.02	$	0.19	$	0.02
Weighted average common shares outstanding
Basic		20,368,668		20,206,919		20,326,794		20,164,486
Diluted
Basic		20,368,668		20,206,919		20,326,794		20,164,486
Dilutive effect of restricted stock units and stock options		24,088		3,040		51,405		2,482
Dilutive		20,392,756		20,209,959		20,378,199		20,166,968

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The following securities were not included in the computation of diluted earnings per share as their effect would have been antidilutive:

	June 30,
	2024		2023
Unvested restricted stock units		273,272		282,230
Options to purchase common stock		213,437		213,437
		486,709		495,667

15. Equity

Stock Issued to Employees and Directors

The Company issued shares of common stock to employees and Directors as restricted stock units issued under the Company’s 2019 Incentive Plans vest. Upon issuance, entries were recorded to increase common stock and decrease paid in capital for the amounts shown below. The following is a summary of stock issuances that occurred during the six months ended June 30, 2024.

Date of Issue	Employees or Director	Shares Issued		Value of Shares Issued
January 2, 2024	Director		14,000	$	113,540
January 12, 2024	Employee		891		5,794
February 1, 2024	Employee		1,089		6,679
March 7, 2024	Director		15,000		77,250
March 7, 2024	Employee		19,800		101,970
March 8, 2024	Employee		15,920		123,062
April 1, 2024	Employee		7,110		36,617
April 2, 2024	Director		10,000		63,900
April 11, 2024	Employee		33,000		250,800
June 2, 2024	Director		15,000		106,050
June 2, 2024	Employee		13,200		93,323
			145,010	$	978,985

Stock Repurchases

The Company purchases shares of Common Stock from certain employees at the closing share price on the date of purchase. The stock is purchased from the employees to satisfy employees’ withholding tax obligations related to stock issuances described above. The below table summarizes shares repurchased from employees during the current year through June 30, 2024:

Date of Purchase	Shares Purchased		Closing Price on Date of Purchase
March 7, 2024		4,568	$	6.47
March 8, 2024		4,273	$	6.33
April 1, 2024		2,130	$	6.51
June 2, 2024		1,934	$	5.76
		12,905

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Restricted Stock Awards

The following table contains information regarding restricted stock units through June 30, 2024:

	June 30, 2024
Outstanding on January 1, 2024		258,888
Units granted during the period		159,700
Vested and issued		(132,105	)
Vested-issued and repurchased for income tax withholding		(12,905	)
Forfeited		(306	)
Outstanding on June 30, 2024		273,272

The value of the restricted stock is being charged to compensation expense over the vesting period. Compensation expense includes expense related to restricted stock units of $319 and $713 for the three and six months ended June 30, 2024, respectively and $312 and $641 for the three and six months ended June 30, 2023, respectively. Additional compensation expense related to restricted stock units will be $508, $658 and $282 for the remainder of 2024, 2025 and 2026, respectively.

Restricted Stock Award with Market Conditions

On May 3, 2022, in connection with J. Michael Coffey’s appointment as the Company’s Chief Executive Officer as of April 11, 2022, he was granted 490,000 restricted stock units that vest upon attainment of certain stock price hurdles of the Company’s stock. The restricted stock units can only be received on an annual basis from the vesting start date. The fair value of the market conditions awards was $2.2 million calculated by using the Monte Carlo simulation based on the average of 20,000 simulation runs. The requisite service period used was three years, expected volatility was 60% and the risk-free rate of return was 2.95%. The value of the restricted stock units granted to Mr. Coffey is being charged to compensation expense over the requisite service period. Under ASC 718-10-35-2, compensation cost for the award of share-based compensation is recognized over the derived service periods (the time from the service inception date to the expected date of satisfaction) of either 12 or 24 months depending on the particular tranche based on the median number of days it takes for the award to vest in scenarios where they meet their threshold. Compensation expense related to restricted stock units was $25 and $231 for the three and six months ended June 30, 2024, respectively. Compensation expense related to restricted stock units was $240 and $611 for the three and six months ended June 30, 2023, respectively.

Restricted Stock Award with Market and Performance Conditions

On May 3, 2022, in connection with his appointment, Mr. Coffey was also granted 100,000 restricted stock units that vest upon a change in control in which the per share consideration for the Company’s common stock exceeds $10.00. The fair value of the market and performance conditions award was $481, calculated by using the Black-Scholes Option Pricing Model. The requisite service period used for the calculation was three years, expected volatility was 60% and the risk-free rate of return was 2.95%. The fair value of stock-based compensation for market and performance conditions will be recognized in the Company’s financial statements only if it is probable that the conditions will be satisfied.

Stock Options

On May 3, 2022, in connection with his appointment, Mr. Coffey was also granted 100,000 stock options with an exercise price of $7.60 per share. The options vest ratably on each of the first three anniversary dates of Mr. Coffey’s appointment date, subject to his continued service with the Company on each vesting date. Compensation expense related to Mr. Coffey's stock options was $14 and $44 for the three and six months ended June 30, 2024. Additional compensation expense related to Mr. Coffey’s options will be $23 and $13 for the remainder of 2024 and 2025, respectively.

On May 1, 2023, 16,000 stock options were granted to employees at $5.18 per share and vest ratably on each of the first three anniversary dates. Compensation expense related to these stock options was $4 and $8 for the three and six months ended June 30, 2024. Additional compensation expense related to these stock options will be $8, $15 and $5 for the remainder of 2024, 2025, and 2026, respectively.

	Grant date 5/3/2022			Grant date 5/1/2023
Dividend yields		—			—
Expected volatility		55.0	%		55.0	%
Risk free interest rate		3.02	%		3.63	%
Expected life (in years)		6			6
Fair value of the option granted	$	4.13		$	2.87

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16. Legal Proceedings and Other Contingencies

The Company is involved in various legal proceedings, including product liability, employment related issues, and workers’ compensation matters that have arisen in the normal course of operations. The Company has product liability insurance with self-insurance retentions that range from $50 to $500.

When it is probable that a loss has been incurred and possible to make a reasonable estimate of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate within the range that is most likely to occur. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company for these cases. However, the Company does not believe that these contingencies, in the aggregate, will have a material adverse effect on the Company.

The Company has been named as a defendant in several multi-defendant asbestos related product liability lawsuits. In certain cases the plaintiff has, to date, not been able to establish any exposure by the plaintiff to the Company’s products. The Company is uninsured with respect to these claims but believes that it will not incur any material liability with respect to these claims.

On May 5, 2011, Company entered into two separate settlement agreements with two plaintiffs. As of June 30, 2024, the Company has a remaining obligation under these agreements to pay the plaintiffs $760 without interest in 7 annual installments of $95 on or before May 22 of each year. The Company has recorded a liability for the net present value of the liability. The difference between the net present value and the total payment will be charged to interest expense over the payment period.

It is reasonably possible that the estimated reserve for product liability claims may change within the next 12 months. A change in estimate could occur if a case is settled for more or less than anticipated, or if additional information becomes known to the Company.

17. Transactions between the Company and Related Parties

In the course of conducting its business, the Company has entered into certain related party transactions.

PM is a manufacturer of cranes. PM sold cranes, parts, and accessories to Tadano, a significant shareholder of the Company, during 2024.

Rabern rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis.

The Company became the lessee of four buildings from HTS Management LLC (“HTS”), an entity controlled by Mr. Berner, who is a key member of Rabern management. HTS operates as a holding company for property and as a single lessee leasing company for business use property for Rabern. HTS’s ongoing activities preceding and succeeding the Rabern acquisition relate to financing, purchasing, leasing and holding property leased to Rabern. Based on these activities, HTS would be subject to interest rate risk and real estate investment pricing risk related to holding the real estate as an investment. These risks represent the potential variability to be considered as passed to interest holders. Although we have a variable interest through our relationship with Mr. Berner, such variability is not passed on to Rabern in connection with the arrangement, and therefore Rabern is not the primary beneficiary of the VIE. Furthermore, all risks and benefits of the significant activities of HTS are passed to Mr. Berner directly and do not represent a direct or an indirect obligation for Rabern.

As of June 30, 2024 and December 31, 2023, the Company had accounts payable with related parties as shown below:

		June 30, 2024		December 31, 2023
Accounts Payable	Terex (1)	$	541	$	27
	Tadano (2)		7		—
Total Accounts Payable		$	548	$	27

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The following is a summary of the amounts attributable to certain related party transactions as described in the footnotes to the table, for the periods indicated:

		Three Months Ended June 30,				Six Months Ended June 30,
		2024		2023		2024		2023
Rent paid:	Rabern Facility (3)	$	242	$	242	$	485	$	433
Sales to:	Terex (1)	$	—	$	68	$	11	$	127
	Tadano (2)		11		11		11		61
Total Sales		$	11	$	79	$	22	$	188
Purchases from:	Terex (1)	$	686	$	—	$	1,401	$	35
	Tadano (2)		—		—		—		7
Total Purchases		$	686	$	-	$	1,401	$	42

(1)Terex is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business.

(2)Tadano is a significant shareholder of the Company and conducts business with the Company in the ordinary course of business.

(3)The Company leases its Rabern facilities from HTS, an entity controlled by Steven Berner, the General Manager of Rabern. Pursuant to the terms of the lease, the Company makes monthly lease payments to HTS. The Company is also responsible for all the associated operations expenses, including insurance, property taxes and repairs. The leases contain additional renewal options at the Company's discretion.

Note 18. Segment Information

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker, for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.

The Company is a leading provider of engineered lifting solutions and equipment rentals. The Company operates in two business segments: the Lifting Equipment segment and the Rental Equipment segment.

Lifting Equipment Segment

The Lifting Equipment segment is a leading provider of engineered lifting solutions. The Company manufactures a comprehensive line of boom trucks, articulating cranes, truck cranes and sign cranes. The Company is also a manufacturer of specialized rough terrain cranes and material handling products. Through PM and Valla, two of the Company's Italian subsidiaries, the Company manufacturers truck- mounted hydraulic knuckle boom cranes and a full range of precision pick and carry industrial cranes using electric, diesel and hybrid power options.

Rental Equipment Segment

The Company’s Rental Equipment segment rents heavy duty and light duty commercial construction equipment, mainly to commercial contractors on a short-term rental basis. The Company also rents equipment to homeowners for do-it-yourself projects.

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The following is financial information for our two operating segments: Lifting Equipment and Rental Equipment:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues
Lifting Equipment	$	67,874	$	66,264	$	133,839	$	127,376
Rental Equipment		8,361		7,270		15,739		14,029
Total revenue	$	76,235	$	73,534	$	149,578	$	141,405
Operating income (loss)
Lifting Equipment	$	3,554	$	2,438	$	7,516	$	5,019
Rental Equipment		1,553		894		2,501		878
Total operating income	$	5,107	$	3,332	$	10,017	$	5,897
Total assets
Lifting Equipment	$	188,524	$	188,006	$	188,524	$	188,006
Rental Equipment		66,727		65,385		66,727		65,385
Total assets	$	255,251	$	253,391	$	255,251	$	253,391
Depreciation and amortization
Lifting Equipment	$	1,194	$	1,172	$	2,378	$	2,260
Rental Equipment		1,457		1,697		3,067		3,661
Total depreciation and amortization	$	2,651	$	2,869	$	5,445	$	5,921
Capital expenditures
Lifting Equipment	$	989	$	467	$	1,203	$	1,012
Rental Equipment		1,750		548		5,926		2,494
Total capital expenditures	$	2,739	$	1,015	$	7,129	$	3,506

	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Lifting Equipment		Rental Equipment		Total		Lifting Equipment		Rental Equipment		Total
Net sales by country
United States	$	31,096	$	8,361	$	39,457	$	27,695	$	7,270	$	34,965
Italy		10,811		—		10,811		14,805		—		14,805
Canada		5,211		—		5,211		7,031		—		7,031
Chile		4,068		—		4,068		1,296		—		1,296
United Kingdom		2,537		—		2,537		2,613		—		2,613
Argentina		2,526		—		2,526		722		—		722
Other		11,625		—		11,625		12,102		—		12,102
Total	$	67,874	$	8,361	$	76,235	$	66,264	$	7,270	$	73,534
	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Lifting Equipment		Rental Equipment		Total		Lifting Equipment		Rental Equipment		Total
Net sales by country
United States	$	59,171	$	15,738	$	74,909	$	51,066	$	14,029	$	65,095
Italy		18,927		—		18,927		28,009		—		28,009
Canada		12,517		—		12,517		12,935		—		12,935
Chile		7,750		—		7,750		5,855		—		5,855
United Kingdom		6,394		—		6,394		5,856		—		5,856
Argentina		4,574		—		4,574		1,993		—		1,993
Other		24,507		—		24,507		21,662		—		21,662
Total	$	133,840	$	15,738	$	149,578	$	127,376	$	14,029	$	141,405

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

Business Overview

The following management’s discussion and analysis of financial condition and results of continuing operations should be read in conjunction with the Company’s financial statements and notes and other information included elsewhere in this Quarterly Report on Form 10-Q.

Backlog

The Company’s backlog was approximately $116 million and $170 million at June 30, 2024 and December 31, 2023, respectively.

Results of Condensed Consolidated Operations

MANITEX INTERNATIONAL, INC.

(In thousands)

	Three Months Ended June 30,
	2024			2023			$ Change			% Change
Net revenues	$	76,235		$	73,534		$	2,701			3.7	%
Cost of sales		59,074			58,599			475			0.8
Gross profit		17,161			14,935			2,226			14.9
Operating expenses
Research and development costs		929			837			92			11.0
Selling, general and administrative expenses		11,125			10,766			359			3.3
Total operating expenses		12,054			11,603			451			3.9
Operating income		5,107			3,332			1,775			53.3
Other income (expense)
Interest expense, net		(1,840	)		(1,896	)		56			3.0
Foreign currency transaction loss		(353	)		(718	)		365			50.8
Other income (expense)		(17	)		21			(38	)	n/m
Total other expense		(2,210	)		(2,593	)		383			(14.8	)
Income before income taxes		2,897			739			2,158		n/m
Income tax expense		1,178			207			971		n/m
Net income		1,719			532			1,187		n/m
Net income attributable to noncontrolling interest		229			128			101			78.9
Net income attributable to shareholders of    Manitex International, Inc.	$	1,490		$	404		$	1,086			268.8	%

n/m = not meaningful

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Net Revenues and gross profit - Net revenues increased $2.7 million or 3.7% to $76.2 million for the three months ended June 30, 2024 compared with $73.5 million for the comparable period in 2023. The increase in revenues is primarily due to further improvements in manufacturing velocity in our equipment business, strong growth in our rental operations and a modest increase in chassis sales, partially offset by decrease in aerial platform sales.

Gross profit increased $2.2 million to $17.2 million for the three months ended June 30, 2024 from $14.9 million for the comparable period in 2023. The increase in gross profit in 2024 is attributable to increased manufacturing throughout, lower material costs driven by supply chain initiative and increased contribution from the rental segment. As a result of these factors, the gross margin percentage was 22.5% for the three months ended June 30, 2024 as compared with 20.3% for the prior year.

Research and development — Research and development expense was $0.9 million for the three months ended June 30, 2024 compared to $0.8 million for the same period in 2023. The Company’s research and development spending reflects our continued

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commitment to develop and introduce new products, with the costs generated particularly in the PM and Valla business units, that give the Company a competitive advantage.

Selling, general and administrative expense — SG&A expense for the three months ended June 30, 2024, was $11.1 million compared to $10.8 million for the comparable period in 2023. SG&A expense included an increase in insurance expense, salaries and wages expense and property taxes, partially offset by a decrease in stock compensation in 2024.

Interest expense, net —Interest expense was $1.8 million for the three months ended June 30, 2024 consistent with $1.9 million for the comparable period in 2023 as outstanding borrowing and interest rates were similar over both periods.

Foreign currency transaction losses — For the three and six months ended June 30, 2024, the Company had foreign currency loss of $0.4 million, compared with a loss of $0.7 million for the comparable period in 2023. A substantial portion of the loss relates to changes in the Chilean and Argentinean peso.

Other income (expense) — Other expense was less than $0.1 million for the three months ended June 30, 2024 compared with other income of less than $0.1 million for the same period in 2023.

Income taxes —For the three months ended June 30, 2024, the Company recorded an income tax provision of $1.2 million, which includes a discrete income tax benefit of less than $0.1 million. The calculation of the overall income tax provision for the three months ended June 30, 2024 primarily consists of domestic and foreign income taxes offset by a discrete income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions. For the three months ended June 30, 2023, the Company recorded an income tax provision of $0.2 million, which includes a discrete income tax benefit of less than $0.1 million. The calculation of the overall income tax provision for the three months ended June 30, 2023 primarily consists of foreign income taxes, and a discrete tax income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions.

The effective tax rate for the three months ended June 30, 2024 was an income tax provision of 40.7% on pretax income of $2.9 million compared to an income tax provision of 28.0% on pretax income of $0.7 million in the comparable prior period. The effective tax rate for the three months ended June 30, 2024 differs from the U.S. statutory rate of 21% primarily due to income taxed in domestic and foreign jurisdictions at varying tax rates, permanent differences and foreign tax credits, a change to our deferred tax liability related to an investment in a subsidiary, a partial valuation allowance in the U.S. and Italy as well as a valuation allowance in certain foreign jurisdictions, and a discrete tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations for various state jurisdictions.

	Six Months Ended June 30,
	2024			2023			$ Change			% Change
Net revenues	$	149,578		$	141,405		$	8,173			5.8	%
Cost of sales		115,534			112,060			3,474			3.1
Gross profit		34,044			29,345			4,699			16.0
Operating expenses
Research and development costs		1,783			1,651			132			8.0
Selling, general and administrative expenses		22,244			21,797			447			2.1
Total operating expenses		24,027			23,448			579			2.5
Operating income		10,017			5,897			4,120			69.9
Other income (expense)
Interest expense, net		(3,633	)		(3,661	)		28			(0.8	)
Foreign currency transaction loss		(829	)		(773	)		(56	)		7.2
Other income (expense)		17			(737	)		754			(102.3	)
Total other expense		(4,445	)		(5,171	)		726			(14.0	)
Income before income taxes		5,572			726			4,846		n/m
Income tax expense		1,422			220			1,202		n/m
Net income		4,150			506			3,644		n/m
Net income attributable to noncontrolling interest		377			49			328		n/m
Net income attributable to shareholders of    Manitex International, Inc.	$	3,773		$	457		$	3,316		n/m

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Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Revenues and gross profit - Net revenues increased $8.2 million or 5.8% to $149.6 million for the six months ended June 30, 2024 compared to $141.4 million for the comparable period in 2023. The increase in revenues is primarily due to an increased manufacturing throughout North America operations and modest increase in rental revenues, partially offset by a decline in aerial platform sales.

Gross profit increased $2.2 million to $17.2 million for the three months ended June 30, 2024 from $14.9 million for the comparable period in 2023. The increase in gross profit in 2024 is attributable to increased manufacturing throughout, lower material costs driven by supply chain initiatives and increased contribution from the rental segment. As a result of these factors, the gross margin percentage was 22.5% for the three months ended June 30, 2024 as compared with 20.3% for the prior year.

Research and development — Research and development expense was $1.8 million for the six months ended June 30, 2024 compared to $1.7 million for the same period in 2023. The Company’s research and development spending reflects our continued commitment to develop and introduce new products. The costs are primarily generated in the PM and Valla business units, which gives the Company a competitive advantage.

Selling, general and administrative expense — SG&A expense for the three months ended June 30, 2024 was $22.2 million compared to $21.8 million for the comparable period in 2023. SG&A expense included an increase in insurance expense, salary expense and property tax expense, partially offset by a decrease in trade show expenses and stock compensation.

Interest expense, net —Interest expense was $3.6 million for the six months ended June 30, 2024 consistent with $3.7 million for the comparable period in 2023 as outstanding borrowings and interest rates were similar over both periods

Foreign currency transaction losses — For the six months ended June 30, 2024, the Company had a foreign currency loss of $0.8 million, consistent with a loss of $0.8 million for the comparable period in 2023. A substantial portion of the loss relates to changes in the Chilean and Argentinean peso.

Other income (expense) — Other income was less than $0.1 million for the six months ended June 30, 2024 compared with other expense of $0.7 million for the same period in 2023. The expense in 2023 relates to a pension settlement obligation of $0.5 million related to the termination of services provided by union members and $0.2 million of legal settlement charges.

Income taxes — For the six months ended June 30, 2024, the Company recorded an income tax provision of $1.4 million, which includes a discrete income tax benefit of $0.4 million. The calculation of the overall income tax provision for the six months ended June 30, 2024, primarily consists of domestic and foreign taxes offset by a discrete income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions and a foreign jurisdiction and the settlement of a foreign income tax audit. For the six months ended June 30, 2023, the Company recorded an income tax provision of $0.2 million. The calculation of the overall income tax provision for the six months ended June 30, 2023 primarily consists of foreign income taxes, and a discrete income tax expense for the accrual of interest related to unrecognized tax benefits offset by a tax benefit related to the expiration of the statutes of limitations for various state jurisdictions.

The effective tax rate for the six months ended June 30, 2024 was an income tax provision of 25.5% on pretax income of $5.6 million compared to an income tax provision of 30.3% on pretax income of $0.7 million in the comparable prior period. The effective tax rate for the six months ended June 30, 2024 differs from the U.S. statutory rate of 21% primarily due to income taxed in domestic and foreign jurisdictions at varying tax rates, permanent differences and foreign tax credits, a change to our deferred tax liability related to an investment in a subsidiary, a partial valuation allowance in the U.S. and Italy as well as a valuation allowance in certain foreign jurisdictions, and a discrete income tax benefit for a reduction in unrecognized tax benefits related to the expiration of the statutes of limitations in various state jurisdictions and a foreign jurisdiction, and the settlement of a foreign income tax audit.

Cash flows for six months ended June 30, 2024 compared to the six months ended June 30, 2023

Operating Activities - For the six months ended June 30, 2024, cash flow provided by operating activities was $8.9 million compared to cash used in operating activities of $2.5 million for the same period in the prior year. Cash used by working capital was less than $0.1 million for the six months ended June 30, 2024 compared to cash used by working capital of $11.1 million for the same period in the prior year. Cash used by working capital in the six months ending June 30, 2024 is due to increases in accounts receivable and inventories offset by an increase in accounts payable.

Investing Activities - Cash used in investing activities was $6.8 million in the first six months of 2024, compared to $3.2 million used in investing activities in the same period a year ago. Cash used in investing activities was primarily related to cash payments for property and equipment purchases to support the rental business.

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Financing Activities - Cash used in financing activities was $5.0 million for the six months ended June 30, 2024 which included a net reduction in working capital facilities of $2.0 million, a $1.1 million reduction in revolving credit in and note payments of $1.6 million. After equipment purchases, the cash generated from operating activities was used to pay down debt

Liquidity and Capital Resources

The global economy generally and our customers and suppliers specifically are being significantly impacted by a number of factors, including inflation, high interest rates and general economic uncertainty. While the potential negative financial impact that these factors will have on our results of operations and liquidity position cannot be reasonably estimated at this time, such impacts could be material. In the context of these uncertain conditions, we are actively managing the business to maintain cash flow and ensure that we have sufficient liquidity for a variety of scenarios. We believe that such strategy will allow us to meet our anticipated funding requirements.

On April 11, 2022, the Company entered into an $85 million credit facility with Amarillo National Bank consisting of a working capital facility of $40 million secured by assets of Manitex U.S. businesses, working capital facility of $30 million secured by assets of Rabern, and $15 million term loan facility. This new banking facility provided the funds for the Rabern acquisition and working capital facilities for both the Manitex U.S. and Rabern businesses. At June 30, 2024, the PM Group had established working capital facilities with five Italian, one Spanish, twelve South American banks and one Romanian bank. Under these facilities, the PM Group can borrow $25 million against orders, invoices and bank overdrafts.

Cash, cash equivalents and restricted cash were $5.3 million and $9.5 million at June 30, 2024 and December 31, 2023. At June 30, 2024, the Company had global liquidity of approximately $33 million based on the cash balance and availability under its working capital facilities. Future advances are dependent on having available collateral.

If our revenues were to increase significantly in the future, the provision limiting borrowing against accounts receivable and inventory would limit future borrowings. If this were to occur, we would attempt to negotiate higher inventory caps with our banks. There is, however, no assurance that the banks would agree to increase the caps.

The Company expects cash flows from operations and existing availability under the current revolving credit and working capital facilities will be adequate to fund future operations. If, in the future, we were to determine that additional funding is necessary, we believe that it would be available. There is, however, no assurance that such financing will be available or, if available, on acceptable terms.

At June 30, 2024 and December 31, 2023, no customer accounted for 10% or more of the Company’s accounts receivable.

Critical Accounting Policies

The Company’s critical accounting policies have not materially changed since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 was filed. See Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the Company’s critical accounting policies.

Item 3—Quantitative and Qualitative Disclosures about Market Risk

Not required for Smaller Reporting Companies.

Item 4—Controls and Procedures

Disclosure Controls and Procedures

With the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) and under the supervision of the Audit Committee of the Board of Directors, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 30, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of June 30, 2024, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

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within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, the Company made no changes that have materially affected, or that are reasonably likely to materially affect, its internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1—Legal Proceedings

The information set forth in Note 16 (Legal Proceedings and Other Contingencies) to the accompanying Condensed Consolidated Financial Statements included in Part I. Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A—Risk Factors

As of the date of this filing, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2023.

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds.

The Company’s Credit Agreement with Amarillo National Bank ("Amarillo") directly restricts the Company’s ability to declare or pay dividends without Amarillo’s consent. In addition, pursuant to the Company’s Credit Agreement with Amarillo, the Company’s U.S. subsidiaries must maintain a debt service coverage ratio of at least 1.25:1.00 and a net worth for U.S. entities of at least $80 million, each as measured on the last date of each calendar year, beginning June 30, 2022.

ISSUER PURCHASES OF EQUITY SECURITIES Item 3—Defaults Upon Senior Securities

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2024		—	$	—		—	$	—
February 1 - February 28, 2024		—		—		—		—
March 1 - March 31, 2024		8,841		6.40		—		56,603
April 1 - April 30, 2024		2,130		6.51		—		11,366
May 1 - May 31, 2024		—		—		—		—
June 1 - June 30 - 2024		1,934		5.76		—		11,140
		12,905	$	6.13				79,109

None.

Item 4—Mine Safety Disclosures

Not applicable.

Item 5—Other Information

None.

Item 6—Exhibits

See the Exhibit Index set forth below for a list of exhibits included with this Quarterly Report on Form 10-Q.

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EXHIBIT INDEX

Exhibit Number		Exhibit Description
31.1*	Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File-The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 7, 2024

By:	/s/ MICHAEL COFFEY
	Michael Coffey
	Chief Executive Officer
	(Principal Executive Officer)

August 7, 2024

By:	/s/ JOSEPH DOOLAN
	Joseph Doolan
	Chief Financial Officer (Principal Financial and Accounting Officer)

32