MNTX Manitex International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

Manitex International, Inc.

(Exact name of registrant as specified in its charter)

9725 Industrial Drive

Bridgeview, IL 60455

(Address of principal executive offices) (zip code)

Joseph Doolan 708-237-2066

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the year ended December 31, 2023.

SECTION 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

Manitex International, Inc. (the “Company”) undertook a reasonable country of origin inquiry with respect to the conflict minerals used in the production of the Company’s products and has determined in good faith that for the year ended December 31, 2023:

The Company’s reasonable country of origin inquiry (RCOI) employed a combination of measures to determine whether the necessary 3TGs in the Company’s products originated from the Covered Countries. The Company’s primary means of determining country of origin of necessary 3TGs was by conducting a supply chain survey with direct suppliers using the RBA-GeSI (Responsible Business Alliance – Global E-Sustainability Initiative) conflict minerals reporting template (“CMRT”), version 6.31 or higher.

In accordance with Rule 13p-1 under the Securities and Exchange Act of 1934 (“Rule 13p-1”), the Company has filed this Specialized Disclosure Form (Form SD) and the associated Conflict Minerals Report and both reports are posted to a publicly available Internet site at
 https://www.manitexinternational.com/sec-filing

Item 1.02 Exhibit

The Company has included its Conflict Minerals Report as Exhibit 1.01 to this Form SD.

SECTION 2 – Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

SECTION 3 – Exhibits

Item 3.01 Exhibits

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD

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 duly authorized undersigned.

Exhibit 1.01

Manitex International, Inc.

Conflict Minerals Report

For The Year Ended December 31, 2023

Introduction and Summary

This report for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule). The Rule was adopted by the Securities and Exchange Commission (“SEC”) and imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. The term “conflict minerals” is defined in Section 13(p) as (A) cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives, as limited by the Rule, tin, tantalum, tungsten, and gold (“3TG”); or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of Congo (“DRC”) or any adjoining country that shares an internationally recognized border with the DRC (collectively referred to as the “Covered Countries”). Manitex International has reason to believe that some of the 3TGs present in their supply chain may have originated in the Covered Countries. We are unable with absolute assurance to determine the origin of the 3TG in our products and therefore cannot exclude the possibility that some may have originated in the Covered Countries. For that reason, we are required under the Rule to submit to the SEC a Conflict Minerals Report (CMR) as an Exhibit to Form SD.

Manitex International is committed to complying with the requirements of the Rule and upholding responsible sourcing practices. As such, the Company has put into place a robust due diligence program to ensure its contributions to upholding human rights and responsible practices across the supply chain.

Caution Concerning Forward-Looking Statements

Certain statements in this report may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “intends,” “plans,” “projects,” “believes,” and “estimates,” “targets,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future plans, and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these forward-looking statements. As a result, these statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement, except as required by federal securities laws.

The Company is a leading provider of engineered lifting solutions and equipment rentals. Following the completion of the Rabern acquisition on April 11, 2022, the Company reports in two business segments and has five operating segments, under which there are five reporting units. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries.

Lifting Equipment Segment

Manitex, Inc. (“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, commercial construction, and the tree care industry.

PM Oil and Steel S.p.A. (“PM” or “PM Group”), formerly known as PM Group S.p.A., 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 is also a manufacturer of truck-mounted aerial platforms with a diverse product line and an international client base.

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. These products are sold internationally through dealers and into the rental distribution channel.

Crane and Machinery, Inc. (“C&M”) is a distributor of the Company’s products as well as other cranes. Crane and Machinery Leasing, Inc. (“C&M Leasing”) rents equipment manufactured by the Company as well as a limited amount of equipment manufactured by third parties.

Rental Equipment Segment

Rabern Rentals, LLC. 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. The Company also rents equipment to homeowners for do-it-yourself projects. Rabern has three branches located in the greater Amarillo, Texas market and has recently opened its fourth location in Lubbock, Texas.

This report has been prepared by management of Manitex International, Inc. (herein referred to as “Manitex International,” the “Company,” “we,” “us,” or “our”). The information includes the activities of all majority-owned subsidiaries, except as may be noted above.

Our Conflict Minerals Policy is a part of our Compliance with Laws and Business Integrity and Ethics Policy (Code of Ethics) and can be found on the Manitex International website (http://www.manitexinternational.com) under the Investor Relations heading “Code of Ethics” and at: https://www.manitexinternational.com/our-values.

Manitex International’s reasonable country of origin inquiry (RCOI) employed a combination of measures to determine whether the necessary 3TGs in Manitex International’s products originated from the Covered Countries. Manitex International’s primary means of determining country of origin of necessary 3TGs was by conducting a supply chain survey with direct in-scope suppliers using the RBA-GeSI conflict minerals reporting template (“CMRT”), version 6.31 or higher.

Manitex International, Inc. designs, manufactures and markets a portfolio of highly engineered and customizable lifting equipment, spanning boom truck, telescopic and rough terrain and industrial cranes, including parts support for all products. C&M is a distributor of the Company’s products as well as other cranes. C&M Leasing rent equipment manufactured by the Company as well as equipment manufactured by third parties.

To compile a list of suppliers to be contacted for our conflict minerals survey process, Manitex International identified well over two thousand potential suppliers supporting our various segments and providing thousands of parts from fully assembled flatbed trucks, which we build our cranes on, to prefabricated steel booms and components as well as hundreds of other parts such as electronic components, electrical wiring, lighting, computers, and other smaller parts which may be integral to the operation and functioning of our completed products. As it is expected that some of our components could contain one or more of the 3TG minerals, it was decided to conduct a survey of all our production related suppliers.

In 2023, Manitex International continued its scoping process of the listing of suppliers from each of its subsidiaries. This list was filtered to remove service providers and any non-product related suppliers. 

This process allowed Manitex International to compile a list of 697 suppliers across our various different divisions. The process helped to ensure that all suppliers surveyed provided items to Manitex International that were used in final products in the year 2023. Once the filtering was completed, Manitex International populated the list with contact information and then provided the list to Assent Compliance for upload to their Assent Compliance Manager SaaS (Software as a Solution) system.

It was deemed appropriate to not further filter this list based on the necessity of the presence of 3TGs in the product as Manitex International could not definitively determine the presence or absence of 3TGs in all parts supplied to them for their products. As part of the CMRT, question 1 allows for further analysis of the supplier, as it asks suppliers whether any of the 3TGs are necessary to the functionality or production of their products. Assent conducts additional analysis of the supply chain and, combined with supplier feedback, suppliers provided a response that allowed Assent and Manitex International to remove these suppliers from the scope of the conflict minerals analysis. The factors considered in Assent’s secondary analysis and the information provided that removed these suppliers from scope include:

During the supplier survey, suppliers were contacted via the Assent Compliance Manager, a SaaS platform that enables its users to complete and track supplier communications as well as allow suppliers to upload completed CMRTs directly to the platform for risk assessment and management. Non-responsive suppliers were contacted a minimum of 3 times by the Assent Compliance Manager and then were also managed by the Assent Compliance Support team in one-on-one communications.

Assent communications includes training and education on the completion of the CMRT to alleviate any confusion with suppliers. As an improvement to our program, for 2023 we continued to utilize Assent’s Learning Management System, Assent University, and provided all in-scope suppliers access to their Conflict Minerals training course. All suppliers are encouraged to complete all modules within this course. All communications were monitored and tracked in Assent’s system for future reporting and transparency.

Using Assent, we maintained our automated data validation practices on all submitted CMRTs. The goal of data validation is to increase the accuracy of submissions and identify any contradictory answers in the CMRT. This data validation is based on:

All submitted forms are accepted and classified as valid or invalid (incorrect) so that data is still retained. Suppliers are contacted in regards to invalid forms and are encouraged to resubmit a valid (corrected) form. As of May 20 2024, there were 3 invalid supplier submissions.

Based on the RCOI, we had reason to believe that some of the 3TGs may have originated from the Covered Countries, therefore, in accordance with the Rule, performed due diligence on the source and chain of custody of the conflict minerals in question.

Design of Due Diligence

Our due diligence measures have been designed to conform, in all material respects, with the framework in The Organisation for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD Guidance) and the related Supplements for gold and for tin, tantalum and tungsten. The Guidance identifies five steps for due diligence that should be implemented and provides guidance as to how to achieve each step. We developed our due diligence process to address each of these five steps.

Due diligence requires the Company’s necessary reliance on data provided by direct suppliers and third-party audit programs. There is a risk of incomplete or inaccurate data as the process cannot fully be owned by the Company. However, through continued outreach and process validation, this aligns with industry standards and market expectations for downstream companies’ due diligence.

Step 1: Establish Strong Company Management Systems

As described above, Manitex International, Inc. has adopted a company policy on conflict minerals in its Code of Ethics, which is posted on our website at https://www.manitexinternational.com/our-values.

Internal Compliance Team

Manitex International has established a management system for conflict minerals. Our project leader is the Director of Accounting and Financial Reporting. The project sponsor is our Principal Financial Officer and our team consists of various personnel from each of our subsidiaries and is supplemented by Assent Compliance. The team is responsible for implementing our conflict minerals compliance strategy and is led by our Director of Accounting and Financial Reporting who acts as the conflict minerals program manager. Senior management is briefed about the results of our due diligence efforts periodically.

Control Systems

Controls include, but are not limited to, our Code of Ethics which outlines expected behaviors for all Manitex International’s employees and suppliers. We rely on our direct suppliers to provide information on the origin of the 3TG contained in components and materials supplied to us – including sources of 3TG that are supplied to them from lower tier suppliers.

Supplier Engagement

With respect to the OECD requirement to strengthen engagement with suppliers, we have, through Assent, provided education on the Conflict Minerals regulation as well as the expectations of the law and for a continued business relationship, leveraged the existing communications within the company, specifically procurement to encourage their interactions with Assent as well as understand the requirement for completion. Manitex International has leveraged processes in order to ensure non-English speaking suppliers have access to a free platform to upload their CMRTs, help desk support and other multilingual resources. Manitex International’s suppliers are able to leverage Assent’s team of supplier support specialists to ensure they receive appropriate support and understand how to properly file a CMRT. Suppliers are provided guidance in their native language, if needed. In addition, our procurement Purchase Order terms and conditions include Conflict Minerals compliance requirements. Feedback from this engagement has allowed us to enhance the training, focus and adapt it to each user’s needs. It has also allowed for our supplier communications to be more focused and ensure expectations are clear.

Grievance Mechanisms

We have multiple longstanding grievance mechanisms whereby employees and suppliers can report violations of Manitex International’s policies. Manitex International is committed to supporting responsible sourcing of conflict minerals. As an international company it is our responsibility to create a framework within our corporate structure as to comply with the Conflict Minerals reporting rules of section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Any Covered Person (any employee of Manitex International and its operating subsidiaries) who becomes aware of a violation or potential violation of this policy must promptly report that information to a supervisor, or to a Board member or via our NAVEX communication system. NAVEX can be accessed on the Internet at http://manitexinternational.ethicspoint.com or by calling 1-833-713-1062 (toll free).

Maintain Records

We have adopted a policy to retain relevant documentation. Documentation will be retained for a period of 5 years. Our Service Provider (Assent Compliance) retains conflict minerals related documents, including supplier responses to CMRTs. This information is stored in a database hosted by our Service Provider.

Step 2: Identifying and Assessing Risks in Our Supply Chain.

In accordance with OECD Guidance, it is important to understand risk levels associated with conflict minerals in the supply chain. Risks are identified automatically in the Assent Compliance Manager system based on criteria established for supplier responses in the system. These risks are addressed by Assent Compliance Supply Chain staff and members of our Conflict Minerals team internally, who contact the supplier, gather pertinent data and perform an assessment of the supplier’s conflict minerals status.

The primary risk we identified with respect to the reporting period ended December 31^st, 2023 related to the nature of the responses received. Many of the responses received provided data at a company or divisional level or were unable to specify the smelters or refiners used for 3TG in the components supplied to the Company.

Smelters not being certified DRC-Conflict Free pose a significant risk to the supply chain. Certain of the responses provided by suppliers to the CMRT included the names of facilities listed by the suppliers as smelters or refiners. We do not typically have a direct relationship with 3TG smelters and refiners and do not perform or direct audits of these entities within our supply chain. Assent compared these facilities listed in the responses to the list of smelters and refiners maintained by the Responsible Minerals Initiative (“RMI”) and, if a supplier indicated that the facility was certified as “Conflict-Free,” confirmed that the name was listed by RMI. As of May 20, 2024, we have validated 354 smelters or refiners and are working to validate the additional smelter/refiner entries from the submitted CMRTs. Due to the provision of primarily supplier-level CMRTs, we cannot definitively determine their connection to the Covered Products.

In the Assent Compliance Manager (the software used in conjunction with the services of our third-party service provider), each facility that meets the RMI definition of a smelter or refiner of a 3TG is assigned a risk of High, Medium and Low; this Risk rating is generated based on 5 scoring criteria:

As part of our risk management plan under the OECD Guidance, when facilities with red flags are reported on a CMRT by one of the suppliers surveyed, risk mitigation activities are initiated. Through Assent Compliance, submissions that include any red flag facilities immediately produce a receipt instructing the supplier to take their own risk mitigation actions, including submission of a product specific CMRT to better identify the connection to products that they supply to Manitex International, and escalating up to removal of these red flag smelters from their supply chain.

Additionally, suppliers are evaluated on program strength, further assisting in identifying risk in the supply chain. Although the Conflict Minerals regulation has been in effect for several years, many companies remain in the middle of the process and do not have many answers beyond “unknown”. It has been decided that penalizing or failing them for working through the process is likely not the best approach for compliance, it does not meet the goals or spirit of the Rule, however evaluating and tracking the strength of the program does meet the OECD expectation.

Due Diligence Guidelines can assist in making key risk mitigation decisions as the program progresses. The criteria used to evaluate the strength of the programs are:

A. Have you established a conflict minerals sourcing policy?

E. Have you implemented due diligence measures for conflict-free sourcing?

G. Do you review due diligence information received from your suppliers against your company’s expectations?

H. Does your review process include corrective action management?

When suppliers meet or exceed these criteria (Yes to at least A, E, G and H), they are deemed to have a strong program. When suppliers do not meet those criteria, they are deemed to have a weak program. This program categorization can be used in conjunction with other risk assessment factors to enable Manitex International to properly assess supplier relationships as needed to ensure compliance and risk mitigation. As of May 20, 2024, 31 suppliers were identified as having a weak program.

We believe that the inquiries and investigations described above represent a reasonable effort to determine the mines or locations of origin of the 3TGs in our Covered Products, including (1) seeking information about 3TG smelters and refiners in our supply chain through requesting that our suppliers complete the CMRT, (2) verifying those smelters and refiners with the expanding RMI lists, (3) conducting the due diligence review, and (4) obtaining additional documentation and verification, as applicable.

Step 3: Design and Implement a Strategy to Respond to Risks

Together with Assent, we have developed processes to assess and respond to the risks identified in our supply chain. In response to this risk assessment, the Company has a risk management plan, through which the conflict minerals program is implemented, managed, and monitored. As the program progresses, escalations are sent to nonresponsive suppliers to outline the importance of a response via CMRTs and to outline the required cooperation for compliance to the Conflict Minerals rules. We engage any of our suppliers whom we have reason to believe are supplying us with 3TGs from sources that may support conflict in the Covered Countries to establish an alternative source of 3TG that does not support such conflict, as provided in the OECD Guidance. Assent also communicates directly with smelters that have not yet been determined to be conformant with the RMAP in order to request sourcing information and encourage their involvement with the RMI program.

Step 4: Carry Out Independent Third-Party Audit of Supply Chain Due Diligence

We do not have a direct relationship with any 3TG smelters or refiners and do not perform or direct audits of these entities within our supply chain. Instead, we rely on third-party audits of smelters and refiners conducted as part of RMAP, which uses independent private sector auditors to audit the source, including the mines of origin, and the chain of custody of the conflict minerals used by smelters and refiners that agree to participate in the program.

Step 5: Publicly Report on Supply Chain Due Diligence

We have published our Form SD for the year ended December 31, 2023 and this report on our website at
https://www.manitexinternational.com/sec-filing.

Survey Results

For the 2023 Reporting Year, 44% of Manitex International’s suppliers have responded to the supply chain survey via the CMRT, version 6.31 or higher. Of the received CMRTs, 43.87% were considered valid and 0.48% of received CMRTs were considered invalid. Manitex International continues to review its vendor lists and is working with the suppliers to increase the valid response rates.

Metrics are summarized in the table below in order to assess progress over time:

The large majority of the responses received provided data at a company or divisional level or, as described above, were unable to specify the smelters or refiners used for components supplied to Manitex International. We are therefore unable to determine whether the 3TGs reported by the suppliers were contained in components or parts supplied to us. Furthermore, suppliers did not always provide smelter lists nor were the smelter lists consistently completed with smelter identification numbers and therefore we were unable to validate that any of these smelters or refiners are actually in our supply chain.

Smelters and Refiners

Certain responses provided by suppliers on the CMRT included the names of facilities listed by the suppliers as smelters or refiners. We do not typically have a direct relationship with 3TG smelters and refiners and do not perform or direct audits of these entities within our supply chain. Assent compared these facilities listed in the responses to the list of smelters maintained by the Responsible Minerals Initiative (“RMI”) and, if a supplier indicated that the facility was certified as “Conflict-Free,” confirmed that the name was listed by RMI. Of the 354 validated smelters or refiners, 225 are certified to be compliant to RMAP conflict-free protocols. Attached as Appendix A is a full list of all legitimate smelters or refiners that have been declared by our suppliers. Due to the submission of mostly company-level responses, we are not able to determine if all facilities listed can actually be linked to any Manitex products.

Appendix B includes an aggregated list of countries of origin from which the reported facilities collectively source 3TGs, based on information provided through the CMRT data collection process, from direct smelter outreach and the RMAP. As mentioned in the above section, it is understood that many responses may provide more data than can be directly linked to products sold by Manitex International, therefore, Appendix B may contain more countries than those that the Company’s products are being sourced from.

As noted above, the current efforts focus on gathering smelter information via the CMRT and, as the program progresses, requiring full completion of all necessary smelter identification information which will enable the validation and disclosure of the smelters as well as the tracing of the 3TGs to their location of origin. Seeking information about 3TG smelters and refiners in our supply chain represents the most reasonable effort we can make to determine the mines or locations of origin of the 3TG in our supply chain.

Our conflict minerals program will continue to focus on vetting smelter and refiner data including:

We also intend to take the following steps to enhance the due diligence conducted to further mitigate any risk that the necessary 3TGs in our products could benefit armed groups in the Covered Countries:

APPENDIX A: SMELTER LIST

Includes: Mineral, smelter/refinery name, location.

This list includes all of the smelters and refiners listed by our suppliers in their completed CMRTs that appear on the lists of smelters maintained by the RMI. Since most of the CMRTs we received from our suppliers were made on a company or division level basis, rather than on a product-level basis, we are not able to identify which smelters or refiners listed below actually processed the 3TGs contained in our products. Therefore, our list of processing smelters and refiners disclosed here may contain more facilities than those that actually processed the conflict minerals contained in our products.

APPENDIX B: COUNTRIES OF ORIGIN

Includes: List of countries that declared smelters are known to source from.

Afghanistan

Ãland Islands

Albania

American Samoa

Andorra

Angola

Argentina

Armenia

Aruba

Australia

Austria

Azerbaijan

Bahamas

Barbados

Belarus

Belgium

Benin

Bermuda

Bolivia (Plurinational State of)

Brazil

Bulgaria

Burkina Faso

Burundi

Cambodia

Canada

Central African Republic

Chile

China

Colombia

Congo

Czechia

Democratic Republic of Congo

Djibouti

Dominica

Dominican Republic

Ecuador

Egypt

Eritrea

Estonia

Ethiopia

Finland

France

Georgia

Germany

Ghana

Guam

Guatemala

Guinea

Guyana

Honduras

Hong Kong

Hungary

India

Indonesia

Ireland

Israel

Italy

Japan

Jersey

Kazakhstan

Kenya

Korea

Kyrgyzstan

Liberia

Liechtenstein

Lithuania

Luxembourg

Madagascar

Malaysia

Mali

Mauritania

Mexico

Mongolia

Morocco

Mozambique

Myanmar

Namibia

Netherlands

New Zealand

Nicaragua

Niger

Nigeria

Norway

Panama

Papua New Guinea

Peru

Philippines

Poland

Portugal

Russian Federation

Rwanda

Samoa

Saudi Arabia

Senegal

Sierra Leone

Singapore

Slovakia

Slovenia

South Africa

South Sudan

Spain

Sudan

Suriname

Sweden

Switzerland

Taiwan

Tajikistan

Tanzania

Thailand

Turkey

Uganda

United Arab Emirates

United Kingdom

United States

Uzbekistan

Viet Nam

Zambia

Zimbabwe