SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements relating to future events and the future performance of Manitex International, Inc. (the "Company") within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company's expectations, beliefs, intentions or future strategies that are signified by the words "expects," "anticipates," "intends," "believes" or similar language. Our actual results may differ materially from information contained in these forward looking-statements for many reasons, including those described below and in our 2008 Annual Report on Form 10-K in the section entitled "Item 1A. Risk Factors,"

(1) substantial deterioration in economic conditions, especially in the United States and Europe;

(2) our customers' diminished liquidity and credit availability;

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

(4) our ability to negotiate extensions of our credit agreements and to obtain additional debt or equity financing when needed.

(5) the cyclical nature of the markets we operate in;

(6) increases in interest rates;

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

(8) the performance of our competitors;

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

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

(11) product liability claims, intellectual property claims, and other liabilities;

(12) the volatility of our stock price;

(13) future sales of our common stock;

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

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

(17) NASDAQ may cease to list our Common Stock;

The risks described in our Annual Report on Form 10-K 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. We do not undertake, and expressly disclaim, any obligation to update this forward-looking information, except as required under applicable law. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of the Company appearing elsewhere within. All dollar values set for in this section are in thousands.

OVERVIEW

The Company is a leading provider of engineered lifting solutions. The Company designs, manufactures and distributes a diverse group of products that serve different functions and are used in a variety of industries. Through its Manitex subsidiary, the Company markets a comprehensive line of boom trucks and sign cranes. Manitex's boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including, roads, bridges and commercial construction. Through its Manitex Liftking subsidiary and its Schaeff Lift Truck division, the Company also sells a complete line of rough terrain forklifts, a line of stand-up electric forklifts, cushioned tired forklifts with lifting capacities from 18 thousand to 40 thousand pounds, and special mission oriented vehicles, as well as other specialized carriers, heavy material handling transporters and steel mill equipment. Manitex Liftking's rough terrain forklifts are used in both commercial and military applications. Specialty mission oriented vehicles and specialized carriers are designed and built to meet the Company's unique customer needs and requirements. The Company's specialized lifting equipment has met the particular needs of customers in various industries that include utility, ship building and steel mill industries. The foregoing operations comprise the Company's Lifting Equipment Segment.

In October 2008, the Company began operating a crane dealership located in Bridgeview, Illinois that distributes Terex rough terrain and truck cranes, Fuchs material handlers, Manitex boom trucks and sky cranes. We treat these operations as a separate reporting segment entitled "Equipment Distribution." Our Equipment Distribution segment also supplies repair parts for a wide variety of medium to heavy duty construction equipment sold both domestically and internationally. Our crane products are used primarily for infrastructure development and commercial constructions, applications include road and bridge construction, general contracting, roofing, scrap handling and sign construction and maintenance.

For the three months ended March 31, 2009, three customers accounted for 20%, 12% and 11%, respectively of Company accounts receivables. As of December 31, 2008 four customers accounted for 20%, 12%, 10% and 10%, respectively of Company accounts receivables.

For the three months ended March 31, 2009, one customer accounted for 11% of total Company revenues. For the quarter ended March 31, 2008, two customers individually accounted for 11% of total Company's revenues. Conversely, the Company did not have a single supplier who exceeded 10% of the total Company purchases for the three months ended March 31, 2009 and 2008

Discontinued Operations

On March 29, 2007, the Company's Board of Directors approved a plan to sell the Company's Testing & Assembly Equipment segment in order to focus management's attention and financial resources on the Company's Lifting Equipment segment. The plan to sell the Testing & Assembly Equipment segment followed a strategic review made by the Company triggered by a history of significant operating losses by the Testing & Assembly Equipment segment.

On July 5, 2007, the Company entered into an Asset Purchase Agreement with EuroMaint. Under the terms of the Asset Purchase Agreement, the Company agreed to sell and EuroMaint agreed to purchase certain assets of the Company used in connection with the Company's diesel engine testing equipment business. This transaction was completed on August 1, 2007. As of August 31, 2007, all operations of the Company's Testing & Assembly Equipment segment operations had ceased.

Summary of Recent Acquisitions

On October 6, 2008, the Company completed the acquisition of substantially all of the domestic assets of Schaeff Lift Truck Inc. ("Schaeff") and Crane & Machinery, Inc. ("Crane") pursuant to an asset purchase agreement with Schaeff, Crane, and their parent company, GT Distribution ("GT"). The Company did not acquire Schaeff's Bulgarian subsidiary SL Industries on this transaction. Mr. Langevin, the Company's Chairman and Chief Executive Officer owned 38.8% of the membership interests of GT. Due to the related-party aspects of this transaction, the asset purchase agreement and the transactions

contemplated thereby were approved by a committee of the Company's independent directors (the "Special Committee") and the Audit Committee of the Company's Board of Directors. The Special Committee also received a fairness opinion from an independent financial advisory firm that the consideration to be paid by the Company for the assets of Schaeff and GT was fair to the shareholders of the Company from a financial point of view. In January 2009, Mr. Langevin assigned his ownership interest in GT to Bob Litchev, a Senior Vice President of Manitex International, Inc. Located in Bridgeview, Illinois, Crane is a distributor of Terex rough terrain and truck cranes and Manitex boom trucks and sign cranes and is being treated as a separate reporting segment entitled "Equipment Distribution." The Equipment Distribution segment has a long-standing dealer relationship with Terex Corporation and is the authorized Terex rough terrain and truck crane dealer for Cook County, Illinois. Truck cranes differ from boom trucks in that they are built on a specialized chassis and, though road-worthy, are neither licensed or titled but instead are considered a piece of construction equipment. Rough terrain cranes are designed to operate on unpaved, unfinished construction sites and must be delivered by a freight hauler.

Factors Affecting Revenues and Gross Profit

The Company derives most of its revenue from purchase orders from dealers and distributors. The demand for the Company's products depends upon the general economic conditions of the markets in which the Company competes. The Company's sales depend in part upon its customers' replacement or repair cycles. Adverse economic conditions, including a decrease in commodity prices, may cause customers to forego or postpone new purchases in favor of repairing existing machinery. Additionally, our Manitex Liftking subsidiary revenues are impacted by the timing of orders received for military forklifts and residential housing starts.

Gross profit varies from period to period. Factors that affect gross profit include product mix, production levels and cost of raw materials. Margins tend to increase when production is skewed towards larger capacity cranes, special mission oriented vehicles, specialized carriers and heavy material transporters.

Current Economic Conditions

Beginning in September of 2008, the United States and world financial markets came under unprecedented stress. The immediate impact was a dramatic decrease in liquidity and credit availability throughout the world. An incredibly rapid and significant deterioration in economic conditions, especially in the United States and Europe followed. These events had an immediate significant adverse impact on the Company, including a very dramatic curtailment of new orders, request to delay deliveries and, in some cases to cancel existing orders.

In response to the impact of economic conditions and longer sales cycles, it was determined that swift management action was necessary to ensure that operating activity was balanced with current demand levels. Since the end of the third quarter 2008, we have implemented across the board cost reduction activities that we estimate will yield approximately $6 million in annual expense reductions. The specific actions taken to achieve these cost reductions comprise headcount reductions of salaried and hourly employees, virtual elimination of overtime, suspension of additional hires and merit increases, reduction in executive and salaried pay, bonus and benefits and the introduction of shortened workweeks. Management believes that these actions, although difficult, are required to enable the Company to adjust to current conditions and position it to respond quickly when the market recovers. Certain of the aforementioned actions were implemented before December 31, 2008. Significant additional steps were implemented shortly after year end. Restructuring expense, composed of severance payments, related to actions taken during the first quarter of 2009 was approximately $0.1 million.

As a result of the aforementioned actions, the Company remained profitable even though revenues for three months ended March 31, 2009 were 40% below revenues for the three months ended March 31, 2008.

Currently, the markets that we serve continue to be severely depressed. The actions of the United States and other world governments to stimulate the world economy have been unprecedented. The United States stimulus package includes very significant appropriations for improving the country's infrastructure, which could be a significant benefit to the Company. The ultimate success of governmental actions and the resulting benefits that the Company may see, however, remain unknown. Presently, it is not possible to predict when a recovery in the markets we serve will take place.

Results of Operations

The following discussion considers:

• Net income for the three month periods ended March 31, 2009 and 2008.

• Results of the continuing operations for the three month periods ended March 31, 2009 and 2008.

• Results of the discontinued operations for the three month period ended March 31, 2008.

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Net Income for the three month periods ended March 31, 2009 and 2008

For the three months ended March 31, 2009, the Company had net income and income from continuing operations of $0.1 million. The net income of $0.7 million reported for the three month period ended March 31, 2008 consists of net income from continuing operations of $0.5 million and income from discontinued operations of $0.2 million.

Results of the continuing operations for the three month periods ended March 31, 2009 and 2008

For the three months ended March 31, 2009, net income from continuing operations was $0.1 million, which consists of revenue of $14.0 million, cost of sales of $11.0 million, research and development costs of $0.1 million, SG&A costs excluding corporate expenses of $1.8 million, corporate SG&A expenses of $0.5 million, restructuring expenses of $0.1 million and net interest expense of $0.4 million.

For the three months ended March 31, 2008, net income from continuing operations was $0.5 million, which consists of revenue of $23.5 million, cost of sales of $19.3 million, research and development costs of $0.2 million, SG&A costs excluding corporate expenses of $2.6 million, corporate SG&A expenses of $0.9 million, net interest expense of $0.5 million and income tax benefit of $(0.5) million.

Net Revenues and Gross Profit - For the three months ended March 31, 2009, net revenues and gross profit were $14.0 million and $3.0 million, respectively. Gross profit as a percent of revenues was 21.6% for the three months ended March 31, 2009. For the three months ended March 31, 2008 net revenues and gross profit were $23.5 million and $4.3 million, respectively. Gross profit as a percent of sales was 18.1% for the three months ended March 31, 2008.

Net revenues decreased $9.5 million to $14.0 million for the three months ended March 31, 2009 from $23.5 million for the comparable period in 2008. Without the Schaeff and Crane acquisitions revenues would have decreased $11.3 million, as Schaeff and Crane had revenues of $0.9 million and $0.9 million for the three months ended March 31, 2009, respectively. The decrease in revenues is attributed to the unprecedented stress in the world financial markets and the significant deterioration in economic conditions, especially in the United States and Europe that followed. The Company has experienced significant decreases in revenues across all product lines. Although the Company's part sales are down modestly, the overall decrease in revenues is overwhelmingly due to a decrease in unit sales of the Company's heavy equipment products.

Our gross profit as percent of net revenues increased by 3.5% to 21.6% for the three months ended March 31, 2009 from 18.1% for the three months ended March 31, 2008. Compared to the prior year the margins for crane products improved slightly. This improvement is attributed to the effect of the price increase that was announced in June 2008 and restructuring activities that occurred during the fourth quarter 2008 and the first quarter 2009. Gross margin as a percent of revenue for our forklift/specialized carrier products showed a significant improvement. The improvement in forklift/specialized carrier margin percent is due to a weakening of the Canadian dollar, the impact of price increases announced last year and restructuring activities that occurred during the second half of 2008 and during the first quarter 2009.

Selling, general and administrative expense - Selling, general and administrative expense for the three months ended March 31, 2009 was $2.3 million compared to $3.5 million for the comparable period in 2008. Selling, general and administrative expense for the three months ended March 31, 2009 are comprised of corporate expense of $0.5 million and $1.8 million related to operating companies. Selling, general and administrative expense for the three months ended March 31, 2008 are comprised of corporate expense of $0.9 million and $2.6 million related to operating companies.

Selling, general and administrative expense, excluding corporate expenses, decreased $0.8 million to $1.8 million for the three months ended March 31, 2009 from $2.6 million for the comparable three month period in 2008. Selling, general and administrative expenses for the three months ended March 31, 2009 also includes approximately $0.6 million related to the Crane and Schaeff acquisition. Without the Crane and Schaeff acquisition selling, general and administrative expense would have been $1.4 million below the prior year. The decrease in selling, general and administrative expense is attributed to headcount reductions of salaried and hourly employees, virtual elimination of overtime, suspension of additional hires and merit increases, reduction in salaried pay, bonus and benefits and the introduction of shortened workweeks. Selling expense for 2008 also included cost of approximately $0.3 million related to our participation in the Con Expo trade show in March 2008. The Con Expo show, which is held every three years, was held in Las Vegas from March 11 to March 15, 2008. This show is an international gathering place for the construction industries. It is estimated that 125,000 professionals from around the world attended the show.

Corporate expenses decreased $0.4 million to $0.5 million for the three months ended March 31, 2009 from the $0.9 million for the comparable 2008 three month period. The decrease is due to a temporary decrease in executive base salaries, suspension of bonuses and reduction in certain benefits. The prior year also includes approximately $0.1 million for consulting and recruiting fees. An outside consultant was used to assist the Company in meeting its obligations under Sarbanes-Oxley, before a Director of Internal Audit was hired. A fee was paid to a recruiter in connections with hiring of a Director of Internal Audit.

Operating income - Operating income from continuing operations of $0.5 million for the three months ended March 31, 2009 was equivalent to 3.4% of net revenues compared to an operating income of $0.6 million for the three months ended March 31, 2008 or 2.5% of net revenues.

Interest expense - Interest expense was $.0.4 million and $0.5 million for the three months ended March 31, 2009 and 2008, respectively. The decrease in interest is due to a decrease in outstanding debt and lower interest rates. Total debt outstanding decreased $1.2 million to $25.1 million at March 31, 2009 from $26.3 million at March 31, 2008. As indicated the Company also benefited from lower interest rates as a significant portion of our debt is indexed to the prime rate. The prime rate decreased from 5.25% at March 31, 2008 to 3.25% at March 31, 2009

Foreign currency transaction loss - The Company attempts to purchase 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 will be offset by the changes in the market value of the forward currency exchange contracts it holds. In accordance with FAS No. 52, the Company records at the balance sheet date the forward currency exchange contracts at their market value with any associated gain or loss being recorded in current earnings as a currency gain or loss.

Foreign currency transaction gains and losses net of gains and losses on its forward currency exchange contracts are insignificant for the three months ended March 31, 2009 and 2008.

Income tax (benefit) - Income taxes for the three months ended March 31, 2009 were $0.01 million compared to a tax benefit of $(0.5) million for the three months ended March 31, 2008. The 2009 effective tax rate differs from the federal statutory rate due to the current utilization of prior year losses for which no benefit was previously received. Tax benefit for the three months ended March 31, 2008 is related to a discrete item for the recognition of a deferred tax asset for the Texas Temporary Margin Tax Credit as a result of a resolution of an income tax examination. The effective tax rate for the three months ended March 31, 2008 also reflects utilization of prior year losses for which no benefit was previously received.

Net income from continuing operations - Net income from continuing operations for the three months ended March 31, 2009 was $0.1 million. This compares with a net income from continuing operations for the three months ended March 31, 2008 of $0.5 million. The decrease in revenue and a corresponding reduction in gross profit was offset by a decrease in operating and interest expense. The three months ended March 31, 2008, however, had a non-recurring tax benefit which accounts for the decrease in net income between the periods.

Discontinued operations of the Testing and Assembly Equipment segment for the three month periods ended March 31, 2008

For the three months ended March 31, 2008, discontinued operations reported net income of $0.2 million. Discontinued operations had income for the three months ended March 31, 2008 resulting from the reversal of a $0.1 million warranty reserve as it was determined that it was not needed and a $0.1 million payment received related to the settlement of a contract dispute.

Segment information

Lifting Equipment Segment

                                           Three Months Ended
                                               March 31.
                                         2009 (1)      2008 (1)
                     Net revenues       $   13,174     $  23,547
                     Operating income        1,075         1,488
                     Operating margin          8.2 %         6.3 %

(1) Financial results, for the Schaeff acquisition are include from the date of acquisition which is October 6, 2008.

Net Revenues-Net revenues decreased $10.4 million to $13.2 million for the three months ended March 31, 2009 from $23.5 million for the comparable period in 2008. Without the Schaeff acquisition revenues would have decreased $11.3 million, as Schaeff had revenues of $0.9 million for the three months ended March 31, 2009. The decrease in revenues is attributed to the unprecedented stress in the world financial markets and the significant deterioration in economic conditions, especially in the United States and Europe that followed. The Company has experienced significant decreases in revenues across all product lines. Although the Company's part sales are down modestly, the overall decrease in revenues is overwhelmingly due to a decrease in unit sales of the Company's heavy equipment products.

Operating Income and Operating Margins-Operating income of $1.1 million for the three months ended March 31, 2009 was equivalent to 8.2% of net revenues compared to an operating income of $1.5 million for the three months ended March 31, 2008 or 6.3% of net revenues. The decrease in operating income is due to the decrease in revenues. The increase in operating income as percentage of net revenues is primarily due to an increase of 3.3% in the gross margin percentage. The improvement in margin percent is due to a reduction in costs related to our restructuring efforts, the impact of price increases announced last year, and the strengthening of the Canadian dollar.

The segment was able to decrease its selling, general and administrative expenses nearly proportionally to the decrease in revenues.

Equipment Distribution Segment



                                           Three Months Ended
                                                March 31.
                                       2009 (1)           2008 (1)
                   Net revenues       $      868         $       -
                   Operating income          (75 )               -
                   Operating margin         (8.7 )%              -

(1) Financial results for acquisitions are included from the date of acquisition October 6, 2008 for the assets of Crane & Machinery, Inc.

On October 6, 2008, the Company acquired the assets of and Crane located in Bridgeview, Illinois, Crane is a distributor of Terex rough terrain and truck cranes and Manitex boom trucks and sign cranes and is being treated as a separate reporting segment entitled Equipment Distribution. The results for the Crane acquisition are included from the date of the acquisition as such there are no prior year comparatives.

Net revenues-The Equipment Distribution segment had net revenues of $0.9 million for the three months ended March 31, 2009. Revenues for the Equipment Distribution segment for the three months ended March 31, 2009 are depressed because of the current economic state. Although part sales and service revenues have been adversely impacted, the impact on crane sales is even more severe.

Operating loss and Operating Margins- The segment had an operating loss of $(0.1) million for the three months ended March 31, 2009 was equivalent to
(8.7)% of net revenues. The operating loss is attributed to depressed revenues.

Liquidity and Capital Resources

Cash and cash equivalents were $0.1 million at March 31, 2009 compared to $0.4 million at December 31, 2008.

On April 28, 2009, the bank notified the Company that it had approved the renewal of both its U.S and Canadian revolving credit facilities and its term loan. The maturities will be extended from April 1, 2010 to April 1, 2012. The Bank and the Company are currently working on finalizing the necessary amendments to the credit facilities.

As of March 31, 2009, the Company had approximately $3.0 million available to borrow under its credit facility with Comerica Bank. The interest rate on this facility was equal to prime plus .25 % (prime was 3.25% at March 31, 2009). The Company's revolving credit agreement contains customary limitations, including limitations on acquisitions, dividends, repurchases of the Company's stock and capital expenditures. It also requires the Company to have on the last date of the quarter a minimum "Tangible Effective Net Worth", which is defined in the agreement as equity plus subordinated debt minus intangible assets and related party receivables. See Note 14 to our consolidated financial statements for additional information on the terms and conditions of our credit facilities. This credit facility currently matures on April 1, 2010.

Additionally, the Company's Manitex Liftking subsidiary has a credit facility which allows for borrowings of up to CDN $4.5 million as of March 31, 2009. At March 31, 2009, the Company had approximately US $2.2 million available to . . .