Summary of MANITEX INTERNATIONAL, INC.

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

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. Forward-looking statements include, without limitation: (1) projections of revenue, earnings, capital structure and other financial items, (2) statements of our plans and objectives,
(3) statements regarding the capabilities and capacities of our business operations, (4) statements of expected future economic conditions and the effect on us and on our customers, (5) expected benefits of our cost reduction measures, and (6) assumptions underlying statements regarding us or our business. 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;

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(13) future sales of our common stock;

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

(15) currency transactions (foreign exchange) risks and the risks related to forward currency contracts;

(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.

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 the utility, ship building and steel mill industries.

On July 10, 2009, the Company purchased Badger Equipment Company, a Winona, Minnesota-based manufacturer of specialized rough terrain cranes and material handling products. The Badger product line includes: lattice cranes marketed under the Little Giant trade name, excavators and a newly designed specialized 30 ton rough terrain crane. The new 30 ton rough terrain crane is the first in a new line of specialized high quality rough terrain cranes that the Company plans to develop and introduce. The first new 30 ton rough terrain was shipped in October 2009. Badger primarily serves the needs of the construction, municipality, and railroad industries. The Company has an advantage over its competitors in selling to railroads as it is the only crane manufacturer that has integrated the installation of rail gear into its production process. Competitors send their cranes to a third party to have rail gear added which both increases cost and delays deliveries.

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.

At September 30, 2009, one customer accounted for 12% of the Company's accounts receivable. As of December 31, 2008 four customers accounted for 20%, 12%, 10% and 10%, respectively of Company accounts receivables.

For the three and nine months ended September 30, 2009, one customer accounted for 21 % and 11% of total Company revenues, respectively. For the three months ended September 30, 2008, three customers accounted 19%, 14%, and 11% of the Company's net revenue. Two customers each accounted for 11% of our net revenue for the nine months ended September 30, 2008.

For the three and nine months ended September 30, 2009, one supplier accounted for 20% and 13% of total Company purchases, respectively. The Company purchased 18% and 11% of total purchases from two suppliers in the third quarter of 2008 and 11% each from the same two vendors for the nine months ended September 30, 2008.

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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 had ceased.

Summary of Recent Acquisitions

On July 10, 2009, Manitex International, Inc. (the "Company") completed the acquisition of the capital stock of Badger Equipment Company, a Minnesota corporation, ("Badger") pursuant to a Stock Purchase Agreement (the "Purchase Agreement") with Avis Industrial Corporation, an Indiana corporation ("Avis" or the "Seller"). The Seller owned all of the outstanding shares of capital stock of Badger prior to the completion of the transaction. The aggregate fair value of the consideration (the "Consideration") paid in connection with the acquisition was $5.1 million. The Consideration paid consisted of 300,000 shares of the Company Common Stock with a value of approximately $1.0 million, a Non-Negotiable Subordinated Promissory Note with a fair value of $2.4 million, a capital lease for $1.7 and cash of $0.04 million. At the time of the acquisition, Badger had no indebtedness. Badger's liabilities consisted of ordinary course payables and accrued liabilities.

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 in 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, requests 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

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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.

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. The sales decline that occurred during the three months ended June 30, 2009 was even more severe with sales declining approximately 55% from the corresponding quarter in the prior year. As a result, the Company had a modest loss for the three months ended June 30, 2009. Excluding the gain on a bargain purchase, the Company lost $1.0 million for the three months ended September 30, 2009. The decrease in income for the quarter is principally attributed to 6.2 % decrease in gross profit as percent of sales from second quarter of 2009 and a $0.4 million dollar loss for Badger (excluding the gain on the bargain purchase) in the quarter. Losses in Badger are not expected in the future as Badger began shipping its new 30 ton rough terrain crane in October 2009. The decrease in the gross profit percent was principally due to product mix. For the three months ended September 30, 2009, sales were skewed toward cranes with lower lifting capacity and lower margins. Margin percent for the fourth quarter and the beginning of 2010 is expected to improve as revenues will include significant military sales which have higher margins.

Currently, the commercial 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.

The Company has, however, recently received several large orders for specialized forklifts for U.S. and international armed forces and an international agency. The recent orders, including a three year contract, total approximately $12.6 million. The Company expects to ship approximately $6.0 million related to these orders during the fourth quarter 2009. It is expected that these sales will be a strong contributor to our fourth quarter financial results.

RESULTS OF OPERATIONS

The following discussion considers:

� Net (loss) income for the three and nine month periods ended September 30, 2009 and 2008.

� Results of the continuing operations for the three and nine month periods ended September 30, 2009 and 2008.

� Results of the discontinued operations for the nine month period ended September 30, 2008.

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Net (loss) income for the three month periods ended September 30, 2009 and 2008

For the three months ended September 30, 2009, the Company had a net loss of $0.1 million. The net income of $0.3 million reported for the three month period ended September 30, 2008 was entirely from continuing operations as discontinued operation had no effect on earnings after June 30, 2008.

Results of the continuing operations for the three month periods ended September 30, 2009 and 2008

For the three months ended September 30, 2009, the net loss from continuing operations was $0.1 million, which consisted of revenue of $15.1 million, cost of sales of $12.9 million, research and development costs of $0.3 million, SG&A costs excluding corporate expenses of $2.2 million, corporate SG&A expenses of $0.5 million, gain on bargain purchase of $0.9 million, interest expense of $0.5 million, and an income tax benefit of $0.2 million.

For the three months ended September 30, 2008, net income from continuing operations was $0.3 million, which consists of revenue of $28.5 million, cost of sales of $24.3 million, research and development costs of $0.2 million, SG&A costs excluding corporate expenses of $2.3 million, corporate SG&A expenses of $0.6 million, net interest expense of $0.5 million, restructuring expenses of $0.2 million and foreign currency transaction losses of $0.1 million.

Net Revenues and Gross Profit- For the three months ended September 30, 2009, net revenues and gross profit were $15.1 million and $2.2 million, respectively. Gross profit as a percent of revenues was 14.7% for the three months ended September 30, 2009. For the three months ended September 30, 2008 net revenues and gross profit were $28.5 million and $4.2 million, respectively. Gross profit as a percent of sales was also 14.7% for the three months ended September 30, 2008.

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Net revenues decreased $13.4 million to $15.1 million for the three months ended September 30, 2009 from $28.5 million for the comparable period in 2008. Without the Badger, Schaeff and Crane acquisitions revenues would have decreased $15.5 million, as Badger, Schaeff and Crane had revenues of $0.5 million, $0.5 million and $1.1 million for the three months ended September 30, 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. The overall decrease in revenues is overwhelmingly due to a decrease in unit sales of the Company's heavy equipment products. Part sales (which traditionally accounts for approximately 18% of total revenues) have been adversely impacted but to a somewhat lesser extent.

Our gross profit as percent of net revenues was 14.7% for the three months ended September 30, 2009 and 2008. The acquisition of Schaeff and Crane had a favorable impact as these two divisions had a higher gross margin percent. Crane and Schaeff margins were high as part sales accounted for a very significant portion of their third quarter's revenue. Part sales across all product lines have higher margins. The favorable impact of the Crane and Schaeff acquisition were offset by lower margins for our core business. This decrease in margin is attributed to product mix. The revenues for the third quarter were skewed towards cranes with lower lifting capacity and lower margin and due to the fact that there were no significant sales of military forklifts, which also have higher margins.

Selling, general and administrative expense - Selling, general and administrative expense for the three months ended September 30, 2009 was $2.7 million compared to $2.9 million for the comparable period in 2008. Selling, general and administrative expense for the three months ended September 30, 2009 are comprised of corporate expense of $0.5 million and $2.2 million related to operating companies. Selling, general and administrative expense for the three months ended September 30, 2008 were comprised of corporate expense of $0.6 million and $2.3 million related to operating companies.

Selling, general and administrative expense, excluding corporate expenses, decreased $0.1 million to $2.2 million for the three months ended September 30, 2009 from $2.3 million for the comparable three month period in 2008. Selling, general and administrative expenses for the three months ended September 30, 2009 also includes approximately $0.7 million related to the Crane, Schaeff and Badger acquisitions. Without the acquisitions selling, general and administrative expense would have been $0.8 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.

Corporate expenses decreased $0.1 million to $0.5 million for the three months ended September 30, 2009 from the $0.6 million for the comparable 2008 three month period. The decrease is principally due to a temporary decrease in executive base salaries, suspension of bonuses and reduction in certain benefits.

Operating income - For the three months ended September 30, 2009, the Company had a $0.7 million operating loss as compared to $0.9 million of operating income for the three months ended September 30, 2008. The operating loss for the quarter is the result of a very significant decrease in revenues and a corresponding decrease in gross profit. The Company had an operating profit for the three months ended September 30, 2008 as revenues and gross profit last year were approximately $13.5 million and $2.0 million higher than they are this year.

Gain on bargain purchase - The Company recorded a gain of $0.9 million in connection with acquisition of the Badger Equipment Company for the nine months ended September 30, 2009. See Note 5 in the Consolidated Financial Statements for additional details concerning the gain.

Interest expense - Interest expense was $0.5 million for the three months ended September 30, 2009 and 2008, respectively. On July 9, 2009 the Company and its bank amended the Revolving Credit Facility, the Revolving Canadian Credit Facility and its Term loan. Under the agreements the maturity dates were extended from April 1, 2010 to April 1, 2012. In connection with the extension, the Company agreed to increased interest rates. The interest on U.S. borrowing increased from prime rate plus .25% to prime plus 2.0%; interest rates on Canadian borrowings increase from Canadian prime rate plus 1.50% to Canadian prime rate plus 3.0% and interest on its term loan increased from the prime rate plus 1% to the prime rate plus 2.5%. The effect of the aforementioned increases in interest rates was offset by a decrease in the prime rate. The prime rate decreased from 5.0% at September 30, 2008 to 3.25% at September 30, 2009.

Foreign currency transaction gains - 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. 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.

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For the three months ended September 30, 2008, the Company had a foreign currency transaction loss of $0.1 million. Foreign currency gains and losses for the three months ended September 30, 2009 were insignificant.

Income tax (benefit) - Income tax benefit for the three months ended September 30, 2009 was $0.2 million compared to a tax provision $0.03 million for the three months ended September 30, 2008. The 2009 effective tax rate differs from the federal statutory rate due to the discrete items including the partial reversal of a valuation allowance as a result of the Badger acquisition. The 2008 effective rate differs from the federal statutory tax rate due to the utilization of prior year losses for which no benefit was previously recognized.

Net (loss) income from continuing operations - The net loss from continuing operations for the three months ended September 30, 2009 was $0.1 million. This compares with a net income from continuing operations for the three months ended September 30, 2008 of $0.3 million. The Company recorded a loss for three months ended September 30, 2009 compared to a profit for the comparable period in 2008 for the reasons described above.

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Net (loss) income for the nine month periods ended September 30, 2009 and 2008

For the nine months ended September 30, 2009, the Company had a net loss of $0.2 million. The net income of $1.9 million reported for the nine month period ended September 30, 2008 consisted of net income from continuing operations of $1.5 million and income from discontinued operations of $0.4 million.

Results of the continuing operations for the nine month periods ended September 30, 2009 and 2008

For the nine months ended September 30, 2009, the net loss from continuing operations was $0.2 million, which consisted of revenue of $41.0 million, cost of sales of $33.2 million, research and development costs of $0.5 million, SG&A costs excluding corporate expenses of $5.8 million, corporate SG&A expenses of $1.5 million, restructuring expenses of $0.2 million, a gain on a bargain purchase or $0.9 million, interest expense of $1.3 million, a foreign currency transaction gain of $0.1 million and an income tax benefit of $0.4 million

For the nine months ended September 30, 2008, net income from continuing operations was $1.5 million, which consists of revenue of $78.5 million, cost of sales of $65.6 million, research and development costs of $0.7 million, SG&A costs excluding corporate expenses of $7.1 million, corporate SG&A expenses of $2.3 million, net interest expense of $1.5 million, restructuring expenses of $0.2 million, foreign currency transaction loss of $0.1 million and an income tax benefit of $0.4 million.

Net Revenues and Gross Profit - For the nine months ended September 30, 2009, net revenues and gross profit were $40.9 million and $7.7 million, respectively. Gross profit as a percent of revenues was 18.8% for the nine months ended September 30, 2009. For the nine months ended September 30, 2008, net revenues . . .