UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008March 31, 2009

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

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)

7402 W. 100th Place, Bridgeview, Illinois 60455

(Address of Principal Executive Offices)

(Zip Code)

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

 

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ¨  Accelerated Filer ¨
Non-Accelerated Filer ¨  Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The number of shares of the registrant’s common stock, no par value, outstanding as of October 28, 2008May 8, 2009 was 10,573,158.10,836,132.

 

 

 


MANITEX INTERNATIONAL, INC.

FORM 10-Q INDEX

TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION

  

ITEM 1:

  FINANCIAL STATEMENTS  
  Consolidated Balance Sheets as of September 30, 2008March 31, 2009 (unaudited) and December 31, 20072008  3
  Consolidated Statements of Operations (unaudited) for the Three Month and Nine Month Periods Ended September 30,March 31, 2009 and 2008 and 2007  4
  Consolidated Statements of Cash Flows (unaudited) for the NineThree Month Periods Ended September 30,March 31, 2009 and 2008 and 2007  5
  Notes to Consolidated Financial Statements (unaudited)  6

ITEM 2:

  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  2320

ITEM 3:

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  3531

ITEM 4:

  CONTROLS AND PROCEDURES  3632

PART II: OTHER INFORMATION

ITEM 1:

  LEGAL PROCEEDINGS  3732

ITEM A1:

 RISK FACTORS37

ITEM 2:

  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  3832

ITEM 3:

  DEFAULTS UPON SENIOR SECURITIES  3833

ITEM 4:

  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  3833

ITEM 5:

  OTHER INFORMATION  3833

ITEM 6:

  EXHIBITS  3833

PART 1 – FINANCIAL INFORMATION

Item  1—Financial Statements

Manitex International, Inc. and SubsidiariesMANITEX INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Balance SheetCONSOLIDATED BALANCE SHEET

(In thousands, except for per share amounts)

 

  September 30, 2008 December 31, 2007   March 31, 2009 December 31, 2008 
  Unaudited     Unaudited   
ASSETS      

Current assets

      

Cash

  $207  $569   $128  $425 

Trade receivables (net)

   19,270   16,548 

Trade receivables, (net of allowances of $82 and $118, at March 31, 2009 and December 31, 2008, respectively)

   9,263   17,159 

Other receivables

   31   226    99   127 

Inventory (net)

   21,030   16,048    22,101   22,066 

Deferred tax asset

   715   715    582   582 

Prepaid expense and other

   774   762    796   326 

Current assets of discontinued operations

   —     172 
              

Total current assets

   42,027   35,040    32,969   40,685 
              

Total fixed assets (net)

   5,637   5,778    5,694   5,878 
       

Intangible assets (net)

   20,047   21,352    20,679   21,148 

Deferred tax asset

   4,451   3,940    4,065   4,065 

Goodwill

   14,177   14,065    14,452   14,452 
              

Total assets

  $86,339  $80,175   $77,859  $86,228 
              
LIABILITIES AND SHAREHOLDERS’ EQUITY      

Current liabilities

      

Current portion of long-term debt

  $1,351  $807 

Notes payable—short term

   —     82   $1,995  $1,564 

Current portion of capital lease obligations

   261   281    267   277 

Accounts payable

   13,576   9,543    7,762   12,083 

Accrued expenses

   2,892   4,408    2,052   2,837 

Other current liabilities

   652   486    87   301 

Current liabilities of discontinued operations

   —     265 
              

Total current liabilities

   18,732   15,872    12,163   17,062 
              

Long-term liabilities

      

Line of credit

   18,036   14,191    13,942   16,995 

Deferred tax liability

   4,655   4,655    4,186   4,186 

Notes payable

   2,323   5,211    4,740   5,057 

Capital lease obligations

   4,225   4,422    4,111   4,168 

Deferred gain on sale of building

   3,644   3,930    3,454   3,549 

Other long-term liabilities

   259   184    197   197 
              

Total long-term liabilities

   33,142   32,593    30,630   34,152 
              

Total liabilities

   51,874   48,465    42,793   51,214 
              

Commitments and contingencies

      

Minority interest

   —     1,024 

Shareholders’ equity

      

Common Stock—no par value, Authorized, 20,000,000 shares authorized Issued and outstanding, 10,287,569 and 9,809,340 September 30, 2008 and December 31, 2007, respectively

   44,017   41,915 

Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at March 31, 2009, and December 31, 2008, respectively

   —     —   

Common Stock—no par value, Authorized, 20,000,000 shares authorized

   

Issued and outstanding, 10,836,132 and 10,584,378 at March 31, 2009 and December 31, 2008, respectively

   45,271   45,022 

Warrants

   1,788   1,788    1,788   1,788 

Paid in capital

   251   72    165   239 

Accumulated deficit

   (12,182)  (14,094)   (11,835)  (11,896)

Accumulated other comprehensive income

   591   1,026 
       

Sub-total

   34,465   30,707 

Less: Unearned stock based compensation

   —     (21)

Accumulated other comprehensive loss

   (323)  (139)
              

Total shareholders’ equity

   34,465   30,686    35,066   35,014 
              

Total liabilities and shareholders’ equity

  $86,339  $80,175   $77,859  $86,228 
              

The accompanying notes are an integral part of these financial statements

Manitex International, Inc. and SubsidiariesMANITEX INTERNATIONAL, INC.

Consolidated Statement of OperationsCONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except for per share amounts)

 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
   Three Months Ended
March 31,
 
  2008 2007 2008 2007   2009 2008 
  Unaudited Unaudited Unaudited Unaudited   Unaudited Unaudited 

Net revenues

  $28,542  $26,600  $78,549  $79,689   $14,042  $23,547 

Cost of Sales

   24,343   21,594   65,627   64,665 

Cost of sales

   11,014   19,275 
                    

Gross profit

   4,199   5,006   12,922   15,024    3,028   4,272 

Operating expenses

        

Research and development costs

   199   204   656   579    121   220 

Selling, general and administrative expenses, including corporate expenses of $517 and $904 for 2009 and 2008, respectively

   2,293   3,468 

Restructuring expenses

   236   —     236   —      131   —   

Selling, general and administrative expenses, including corporate expenses of $601 and $791 for the three months and $2,295 and $2,727 for the nine months ended September 30, 2008 and 2007, respectively

   2,890   2,935   9,368   9,553 
       
             

Total operating expenses

   3,325   3,139   10,260   10,132    2,545   3,688 
                    

Operating income from continuing operations

   874   1,867   2,662   4,892    483   584 

Other income (expense)

        

Interest income

   —     —     —     6 

Interest expense

   (467)  (891)  (1,459)  (2,796)   (403)  (542)

Foreign currency transaction losses

   (72)  (172)  (84)  (662)   (10)  (9)

Other income

   —     1   52   147    1   —   
                    

Total other income (expense)

   (539)  (1,062)  (1,491)  (3,305)

Total other expense

   (412)  (551)
       
             

Income from continuing operations before income taxes

   335   805   1,171   1,587    71   33 

Income tax (benefit)

   29   (67)  (367)  147    10   (478)
                    

Net income from continuing operations

   306   872   1,538   1,440    61   511 

Discontinued operations:

     

Income (loss) from operations of the discontinued Testing and Assembly Equipment segment, net of income taxes (benefit) $(0) and $0 for the three months and $11 and $0 for the nine months ended September 30, 2008 and 2007, respectively

   ��     (196)  188   (1,162)

Gain (loss) on sale or closure of discontinued operations net of income tax (benefits), net of income taxes of $0 and $0 for three and $14 and $0 for the nine months ended September 30, 2008 and 2007, respectively

   —     242   186   (48)

Discontinued operations

   

Income from operations of the discontinued Testing and Assembly Equipment segment, net of income taxes of $0 and $10 for 2009 and 2008, respectively

   —     178 
       
             

Net income

  $306  $918  $1,912  $230   $61  $689 
                    

Earnings Per Share

   

Basic

        

Earnings from continuing operations

  $0.03  $0.10  $0.16  $0.18   $0.01  $0.05 

Earnings (loss) from discontinued operations

  $—    $(0.02) $0.02  $(0.14)

Gain (loss) on sale or closure of discontinued operations net of income tax

  $—    $0.03  $0.02  $(0.01)

Earnings from discontinued operations

   —     0.02 
                    

Net earnings per share

  $0.03  $0.11  $0.19  $0.03 

Net earnings

  $0.01  $0.07 
       

Diluted

        

Earnings from continuing operations

  $0.03  $0.09  $0.15  $0.17   $0.01  $0.05 

Earnings (loss) from discontinued operations

  $—    $(0.02) $0.02  $(0.13)

Gain (loss) on sale or closure of discontinued operations net of income tax

  $—    $0.03  $0.02  $(0.01)

Earnings from discontinued operations

   —     0.02 
                    

Net earnings per share

  $0.03  $0.10  $0.19  $0.03 

Weighted average common share outstanding

     

Net earnings

  $0.01  $0.07 
       

Weighted average common shares outstanding

   

Basic

   10,064,939   8,636,940   9,909,234   8,136,249    10,737,273   9,809,340 

Diluted

   10,318,731   9,239,276   10,307,964   8,723,865    10,745,528   10,255,805 

The accompanying notes are an integral part of these financial statements.

Manitex International, Inc. and SubsidiariesMANITEX INTERNATIONAL, INC.

Consolidated Statement of Cash FlowsCONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

 

  Nine Months Ended
September 30,
   Three Months Ended
March 31,
 
  2008 2007   2009 2008 
  Unaudited Unaudited   Unaudited Unaudited 

Cash flows from operating activities:

      

Net income

  $1,912  $230   $61  $689 

Adjustments to reconcile net income to cash provided by operating activities:

      

Depreciation and amortization

   1,459   1,607    559   483 

Decrease in allowances for doubtful accounts

   (22)  (44)   (36)  (8)

Gain on disposal of assets

   (42)  (10)

Deferred income taxes

   (511)  —      —     (511)

Inventory reserves

   (6)  421    40   (7)

Stock based deferred compensation

   206   13    25   70 

Reserve for uncertain tax positions

   75   —      —     25 

Changes in operating assets and liabilities:

      

(Increase) decrease in accounts receivable

   (2,863)  (1,060)   7,827   (344)

(Increase) decrease in inventory

   (5,543)  1,908    (254)  (2,301)

(Increase) decrease in prepaid expenses

   (40)  (226)   (474)  (156)

Increase (decrease) in accounts payable

   4,184   (2,895)   (4,280)  1,035 

Increase (decrease) in accrued expense

   (1,478)  820    (775)  (756)

Increase (decrease) in other current liabilities

   201   (432)   (209)  63 

Discontinued operations - cash provided by (used) for operating activities

   (93)  26 

Discontinued operations - cash provided by operating activities

   —     66 
       
       

Net cash provided by (used) for operating activities

   (2,561)  358    2,484   (1,652)
              

Cash flows from investing activities:

      

Purchase of capital equipment

   (386)  (22)

Proceeds from the sale of assets of discontinued operations

   —     1,131 

Proceeds from the sale of equipment

   55   16 

Purchase of property and equipment

   (30)  (69)
              

Net cash provided by (used) for investing activities

   (331)  1,125 

Net cash used for investing activities

   (30)  (69)
       
       

Cash flows from financing activities:

      

Borrowing on revolving credit facility

   4,009   833    —     1,766 

Repayments on revolving credit facility

   (2,989)  —   

New borrowings

   894   —   

Note payments (1)

   (586)  (327)

Payments on capital lease obligations

   (217)  (258)   (67)  (81)

Note payments

   (1,354)  (11,522)

Net proceeds from the issuance of stock

   —     8,019 

Proceeds from the issuance of warrants

   —     231 

Proceeds on the exercise of warrants

   —     1,875 
       
       

Net cash provided by (used) for financing activities

   2,438   (822)   (2,748)  1,358 
              

Effect of exchange rate change on cash

   92   26    (3)  68 

Net increase (decrease) in cash and cash equivalents

   (454)  661 

Net decrease in cash and cash equivalents

   (294)  (363)

Cash and cash equivalents at the beginning of the year

   569   615    425   569 
              

Cash and cash equivalents at end of period

  $207  $1,302   $128  $274 
              

(1)On March 1, 2009, the Company issued 147,059 shares of its common stock to Terex Corporation, in lieu of $150 of the principal payment on the Term Note that was due on March 1, 2009. This transaction is a non-cash transaction. Accordingly, the cash flow statement excludes the impact of this transaction.

The accompanying notes are an integral part of these financial statements.

Manitex International, Inc. and SubsidiariesMANITEX INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(in thousands, except per share data)

Note 1. Nature of Operations

On May 27, 2008, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Michigan Department of Labor & Economic Growth. The Certificate of Amendment was filed to change the name of the Company to Manitex International, Inc. (the “Company”) from Veri-Tek International, Corp. This name change was effective as of May 28, 2008. The Manitex International name was chosen in order to provide a clearer corporate identity to our customers and to the specialized lifting equipment industry by renaming the company after our largest and most well known material handling product line brand.

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 it 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. The Manitex Liftking subsidiary sells a complete line of rough terrain forkliftsforklifts; including both the Liftking and Noble product lines, as well as special mission oriented vehicles, as well asand 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.

On October 6, 2008, the Company completed the acquisition of substantially all of the assets of Schaeff Lift Truck Inc. (“Schaeff”) and Crane & Machinery, Inc. (“Crane”) from GT Distribution, LLC. Schaeff, which produces a line of electric forklifts, further expands the Lifting Equipment segment. Crane is a Chicago area based distributor of Terex and Manitex cranes and is a separate new segment, entitled Equipment Distribution.

Historically, the Company also designed, developed, and built specialty testing and assembly equipmentTesting & Assembly Equipment for the automotive and heavy equipment industries that identifies defects through the use of signature analysis and in-process verification. Against the background of the operating losses generated in recent history by the Testing & Assembly Equipment segment operations based at Wixom, Michigan, the Company conducted a strategic review of these operations. On March 29, 2007, our Board of Directors approved a plan to sell our Testing & Assembly Equipment segment’s operating assets including its inventory, machinery, equipments and patents. As a result, our Testing & Assembly Equipment segment has been accounted for as a discontinued operation starting with the first quarter of 2007. On August 1, 2007, the assets used in connection with the Company’s diesel engine testing equipment were sold to EuroMaint Industry, Inc., a Delaware corporation (“EuroMaint”). As of August 31, 2007, all operations of the former Testing and& Assembly Equipment segment had ceased. (See Note 5)

As a result of discontinuing our former Testing and& Assembly Equipment segment, the Company again operatesoperated in only a single business segment, Lifting Equipment. Accordingly, our financial statements no longer includeEquipment until its acquisition of Crane & Machinery’s assets on October 6, 2008. As stated above Crane operations are reported in a separate new segment, information.entitled Equipment Distribution. The Company’s consolidated financial statements reflectpresents the Testing and& Assembly Equipment segment as a discontinued operation.operation until June 30, 2008, the point at which there were no longer any assets or liabilities associated with our former Testing & Assembly Equipment segment.

2. Basis of Presentation

The accompanying condensed consolidated financial statements, included herein, have been prepared by the Company without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in financial statements which are prepared in accordance with accounting principles generally accepted accounting principlesin the United States of America have been condensed or omitted. In the opinion of management, the accompanying unaudited, condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the Company’s financial position as of September 30, 2008,March 31, 2009, and results of its operations and cash flows for the periods presented. The consolidated balances as of December 31, 20072008 were derived from audited financial statements but do not include all disclosures required by generally accepted accounting principles. The accompanyaccompanying condensed consolidated financial statements have been prepared in accordance with accounting standards for interim financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2007.2008. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. The results of operations for the interim periods are not necessarily indicative of the results of operations expected for the year.

ReclassificationsAllowance for Doubtful Accounts

Certain reclassificationsAccounts Receivable is reduced by an allowance for amounts that may become uncollectible in the future. The Company’s estimate for the allowance for doubtful accounts related to trade receivables includes evaluation of specific accounts where we have been madeinformation that the customer may have an inability to the 2007meet its financial statements to conform to the 2008 presentation.obligations.

3. Critical Accounting PoliciesWarranty Expense

Revenue Recognition — For products shipped FOB destination, sales are recognized when the product reaches its FOB destination, or when the services are rendered, which represents the point when the risks and rewards of ownership are transferred to the customer. For products shipped FOB shipping point, revenue is recognized when the product is shipped, as this is the point when title and risk of loss pass from us to our customers.

Customers may be invoiced prior to the time customers take physical possession. Revenue is recognized in such cases only when the customer has a fixed commitment to purchase the units, the units have been completed, tested and made available to the customer for pickup or delivery, and the customer has authorized in writing that we hold the units for pickup or delivery at a time specified by the customer. In such cases, the units are invoiced under our customary billing terms, title to the units and risks of ownership pass to the customer upon invoicing, the units are segregated from our inventory and identified as belonging to the customer and we have no further obligations under the order.

The Company establishes reservesreserve for future warranty expense at the point when revenue is recognized by the Company and is based on percentage of revenues. The provision for estimated warranty claims, which is included in cost of sales, is based on sales.

Accrued Warranties — 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. The liability is established using historical warranty claim experience. Historical warranty experience is, however, reviewed by management. 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. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability.Litigation Claims

Income Taxes — The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial accounting and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of any net operating loss carryforwards. The Company could not conclude that it was more likely than not that its deferred tax asset would be realized in the future and accordingly has established a valuation allowance against all of its net deferred tax assets with the exception of certain state tax credits.

Litigation ClaimsIn determining whether liabilities should be recorded for pending litigation claims, the Company must assess the allegations and the likelihood that it will successfully defend itself. When the Company believes it is probable that it will not prevail in a particular matter, it will then make an estimate of the amount of liability based, in part, on the advice of outside legal counsel.

Comprehensive Income

Use of Estimates — The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Discontinued Operations — The consolidated financial statements present the Testing and Assembly Equipment Segment as a discontinued operation in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. (See Note 5)

Impairment of Long Lived Assets — In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets, including property and equipment, and other identifiable intangibles for impairment annually in the fourth quarter of the year or whenever events or changes in

circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. Impairment is measured at fair value. The Company has recorded no losses on impairment of long-lived assets during the nine months ended September 30, 2008 and 2007.

Goodwill and Other Intangibles — As required by SFAS No. 142, “Goodwill and Other Intangibles,” the Company evaluates goodwill for impairment annually in the fourth quarter of the year or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates goodwill for impairment using the required business valuation method, which is calculated as of a measurement date by determining the present value of debt-free, after-tax projected future cash flows, discounted at the weighted average cost of capital of a hypothetical third party buyer. The Company has recorded no losses on impairment of goodwill during the nine months ended September 30, 2008 and 2007.

Sale and Leaseback — In accordance with FASB 13, 66 and 98, the Company has recorded deferred revenue in relationship to the sale and leaseback of one of our operating facilities. As such, the gain on the sale of the land and building has been deferred and is being amortized on a straight line basis over the life of the lease.

Computation of EPS — Basic Earnings per Share (“EPS”) was computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

The number of shares related to options, warrants, restricted stock units and similar instruments included in diluted EPS (“EPS”) is based on the “Treasury Stock Method” prescribed in SFAS No. 128. This method assumes theoretical repurchase of shares using proceeds of the respective stock option or warrant exercise or in the case of restricted stock units the amount of deferred unearned compensation at a price equal to the issuer’s average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of EPS in respect of the stock options, warrants, restricted stock units and similar instruments is dependent on this average stock price and will increase as the average stock price increases.

Securities of a subsidiary that are convertible into its parent company’s common stock shall be considered, until conversion, among potential common shares of the parent company for the purposes of computing consolidated diluted EPS.

Stock Based Compensation — In accordance with SFAS No. 123R “Share Based Payments” share-based payments to employees, including grants of restricted stock units, are measured at fair value as of the date of grant and are expensed in the consolidated statement of operations over the service period (generally the vesting period).

Comprehensive IncomeStatement of Financial Accounting Standard (“SFAS”) No. 130 “Reporting Comprehensive Income” requires reporting and displaying comprehensive income and its components. Comprehensive income includes, in addition to net earnings, other items that are reported as direct adjustments to stockholder’s equity. Currently, the only comprehensive income adjustment required for the Company is a foreign currency translation adjustment, the result of consolidating its foreign subsidiary. Comprehensive incomeincome(loss) from continuing operations was $37$(123) and $1,377$297 for the three months ended March 31, 2009 and $1,103 and $1,268 for the nine months ended September 30, 2008, and 2007, respectively.

Foreign3. Financial Instruments - Forward Currency Translation — The financial statements of the Company’s non-U.S. subsidiaries are translated using the current exchange rate for assets and liabilities and the weighted-average exchange rate for the year for income and expense items. Resulting translation adjustments are recorded to Accumulated Other Comprehensive Income (OCI) as a component of stockholders’ equity.Exchange Contracts

The Company converts receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses, except for certain transactions gains or loss related to intercompany receivable and payables, are included in other income and expense. Transaction gains and losses related to intercompany receivables and payables not anticipated to be settled in the foreseeable future are excluded from the determination of net income and are recorded as a translation adjustment to Accumulated Other Comprehensive Income (OCI) as a component of stockholders’ equity.

Forward Currency Exchange Contracts — Beginning in September 2007, the Company enteredenters into forward currency exchange contracts in relationship 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. Among assets and liabilities denominated in other than our functional currency is a note payable for CDN $1,600 issued in connection with the Liftking acquisition. The US dollar liability for this note is adjusted each month based on the month end exchange rate, currency gains and losses are included in income each month. In accordance with FAS No. 52, the Company records at the balance sheet date the forward currency exchange contracts 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 Statement of Operations in the other income expense section on the line titled foreign currency transaction losses.

At March 31, 2009, the Company had entered into a series of forward currency exchange contracts. The contracts obligate the Company has recorded forto purchase approximately CDN $2,400 in total. The contracts which are in various amounts mature between April 2, 2009 and December 31, 2009. Under the nine months ended September 30, 2008contract, the Company will purchase Canadian dollars at exchange rates between .7887 and .9587 The Canadian to US dollar exchange rates was .7928 at March 31, 2009. The unrealized currency exchange liability is reported under accrued liabilities on the balance sheet at March 31, 2009.

On January 1, 2009, the company adopted the provisions of FAS 157 that were deferred by FASB Staff Position 157-2.

The following table provides the location and fair value amounts of derivative instruments (not designated as a realized losshedging instruments under FAS 133) that are reported in the Condensed Consolidated Balance Sheet as of approximately $22 and unrealized lossMarch 31, 2009:

Liabilities Derivatives

  

Balance Sheet Location

  Fair Value

Foreign currency Exchange Contract

  

Accrued expenses

  $256
      

The following table provides the effect of approximately $207 andderivative instruments on the Consolidated Statement of Operations for the three months ended September 30,March 31, 2009 and 2008:

Gains or (Loss) Recognized on Derivatives in Income

      Three Months Ended
March 31,
 

Fair Value Derivatives

  

Location

  2009  2008 

Foreign currency Exchange Contract

  

Foreign currency transaction losses

  $(90) $(160)

During the three months ended March 31, 2009 and 2008, athe Company has recorded realized lossgains (losses) of $2approximately $(64) and an$25 and unrealized losslosses of $104approximately $(26) and $(185) related to forward currency contracts.

The Counterparty to currency exchange forward contracts is major financial institution with credit ratings of investment grade or better and no collateral is required. Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely.

Fair Value Measurements

FAS No. 157 requires that assets and liabilities that are measured at fair value on a recurring basis be categorized according to a three level hierarchieshierarchy established in the opinion which prioritizes the inputs used in measuring fair value.

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

Fair value of the forward currency contracts are determined on the last day of each reporting period using quoted prices in active markets, which are supplied to the Company by the foreign currency trading operation of its bank. Under FAS No. 157, items valued based on quoted prices in active markets are Level 1 items.

The following is summary of items that the Company measures at fair value as of September 30, 2008:value:

 

  Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total

Liabilities:

                

Forward currency exchange contracts

  $48  $—    $—    $48  $256  $—    $—    $256
                        

Financial Instruments and Credit Risk Concentrations — Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash, trade receivables and payables.4. Acquisition

The Company maintains its cash balances and marketable securities at banks in Detroit, Michigan and Toronto, Canada. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $100. At September 30, 2008 and December 31, 2007, the Company had uninsured balances of $107 and $469, respectively.

The Company attempts to purchase forward currency contracts in relationship so that gains and losses on its forward contracts offsets exchange gains and losses on its on the assets and liabilities denominated in other than the reporting units’ functional currency. Forward currency exchange contracts, if not offset by existing foreign currency positions, will result in the recognition of gains and losses which are not offset. At September 30, 2008, the Company had entered into a series of forward currency exchange contracts. The contracts obligate the Company to purchase approximately CDN $3,000 in total. The contracts which are in various amounts mature betweenOn October 1, 2008 and December 31, 2009. Under the contract, the Company will purchase Canadian dollars at exchange rates between .9396 and .9587. The Canadian to US dollar exchange rates was .9397 at September 30, 2008.

For the nine months ended September 30, 2008 three customers accounted for 20%, 14%, and 12% our accounts receivable. For the fiscal year ended December 31, 2007 no single customer accounted for 10% or more of our accounts receivable.

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. Two suppliers constituted 15% and 11% of purchases in the third quarter 2007 and one supplier accounted for 13% of total Company purchases for the nine months ended September 30, 2007.

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. No single customer accounted for more than 10% of sales for the third quarter 2007 or the nine months ended September 30, 2007.

Statement of Cash FlowsNon-cash transactions that do not affect earnings are excluded from the statement of cash flows. During the nine months ended September 30, 2008 there were three non-cash events. On September 16, 2008, the holder of 266,000 shares of convertible subsidiary stock exchanged these shares for 266,000 shares of the Company’s common stock. (See note 8.) On May 2, 2008, the Company reached an agreement with debt holders to exchange $1,072 of debt for common stock. The balance sheet effect of this transaction was to decrease long-term notes payable by $1,072 and to increase common stock by $1,072. (See note 7 and 15)

During the quarter ended June 30,6, 2008, the Company completed its analysisthe acquisition of inventory received in the Noble product line acquisition and determined the valuesubstantially all of the inventory was $112 less than previously estimated. The balance sheet effect of this transaction was to decrease inventory by $112 and to increase goodwill by $112.

During the first quarter of 2007, it was agreed that the payable for certain inventory totaling $462 sold to the Company in the first quarter of 2007 and which was still inventory at March 31, 2007 would be offset against the receivable the Company has from GT Distribution. Additionally, a payable in the amount of $116 that the Company had to GT Distribution was offset against the receivable the Company had from GT Distribution. The Statement of Cash Flow for September 30, 2007 excludes the $578 decrease in the related party receivable, the $462 increase in inventory and the $116 decrease in accounts payable as these items are non-cash transactions.

Variable Interest Entities — In December 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46 (Revised), Consolidation of Variable Interest Entities (“FIN No. 46R”). This pronouncement clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, and changes the criteria by which one Company includes another entity in its consolidated financial statements. This may occur when equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional financial subordinated support from other parties. Although the Company is not required to consolidate under FIN 46R; the Company has determined that it has a variable interest in a related entity, for which it is not the primary beneficiary.

The Company has a variable interest in the related entity primarily because of the common shareholder ownership between the Company and GT Distribution, LLC; the Company is exposed to risk in regards to its variable interest. The Company both purchases from and sells to GT Distribution. The Company’s exposure will vary in the future and is dependent on purchase from and sales to GT Distribution as well as payment made to or received from GT Distribution. The Company had a net receivable from GT Distribution or its subsidiaries of approximately $398 and $300 at September 30, 2008 and December 31, 2007, respectively. On October 6, 2008, we acquired substantially all thedomestic assets of two subsidiaries ofSchaeff Lift Truck Inc. (“Schaeff”) and Crane & Machinery, Inc. (“Crane,” together with Schaeff, the “Sellers”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) with the Sellers and their parent company, GT Distribution, LLC (See note 18.(“GT”)

4. Noble Product Line Asset Acquisition

On July 31, 2007, Manitex International, Inc. (the “Company”) entered into an asset purchase agreement. The Company did not acquire Schaeff’s Bulgarian subsidiary SL Industries. The aggregate consideration paid in connection with GT Distribution, LLC ( “GT Distribution”) pursuant to which GT Distribution transferred allthis acquisition was $3,684 consisting of its rights and interest in the Noble forklift product line (the “Product Line”) to(i) 269,378 shares of the Company in exchangecommon stock valued at $867 (ii) a promissory note for the discharge$2,000 (iii) and payment of obligations and trade payables$751 to pay off Crane’s line of GT Distribution and certain of its subsidiaries totaling $4,219 and assumption by the Company of certain liabilities associated with the Product Line.credit.

David J.Mr. Langevin, the Company’s Chairman and Chief Executive Officer, hasCEO” owned 38.8% of the membership interests of GT. Due to the related-party aspects of this transaction, the Purchase Agreement and the transactions contemplated thereby were approved by a significant ownership interest in GT Distribution. As a result,committee of the CompanyCompany’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 advisoradvisory firm that the consideration to be paid by the Company pursuant to the Purchase Agreement to acquire the Sellers’ assets and liabilities, including the approval of a special independent committeeshares of the Company’s boardcommon stock issued pursuant to the Restructuring Agreement (as defined below), is fair from a financial point of directors prior entering into this transaction.view. In January 2009, Mr. Langevin assigned his ownership interest in GT to Bob Litchev, a Senior Vice President of Manitex International, Inc.

The Noble Product line production has been integrated into our two current production facilities which are located in Woodbridge, Ontario and Georgetown, Texas. The results for the Noble Product Line acquisition have been included in the accompanying consolidated statement of operations from the datetotal cost of the acquisition.Crane and Schaeff acquisition is as follows:

The purchase price of $4,219 has been allocated based on the fair values of assets acquired and liabilities assumed.

Acquisition costs:

  

Promissory note issued to Terex

  $2,000 

Manitex International, Inc. Common Stock (269,377 @ 3.22)

   867 

Cash to payoff Crane���s line of credit

   751 

Direct transactions fees and expenses

   112 

Cash received

   (46)
     

Total price paid

   3,684 

Less: non-cash items:

  

Note

   (2,000)

Common Stock

   (867)
     

Net consideration paid

  $817 
     

The purchase price has been preliminarily allocated based on management’s estimates as follows (in thousands):

 

Purchase Price Allocation:

  

Trade receivables

  $195 

Inventories

   1,155 

Trade names & trademarks

   380 

Patented & Unpatented Technology

   780 

Customer Relationships

   1,130 

Goodwill

   787 

Accounts payable

   (156)

Accrued expenses & other current liabilities

   (30)

Payable to related parties

   (22)
     

Total purchase price paid

  $4,219 
     
   Crane  Schaeff  Total 

Purchase price allocation:

    

Trade receivables (net)

  $335  $150  $485 

Other receivables

   29   —     29 

Inventories

   719   1,293   2,012 

Prepaid expenses

   71   23   94 

Fixed assets

   40   189   229 

Trade name & trademarks

   300   —     300 

Customer relationships

   1,340   —     1,340 

Goodwill

   275   —     275 

Trade payables

   (386)  (428)  (814)

Accrued expenses

   (134)  (76)  (210)

Customer deposits

   (31)  —     (31)

Capital lease obligations

   (25)  —     (25)
             
  $2,533  $1,151  $3,684 
             

AHaving remained in continuous operation since 1977 there is inherent value in the Crane & Machinery brand. Crane has been the regions’ Terex dealer for much of its existence and enjoys a close association with Terex’s products and reputation in the construction equipment market. Because of Crane’s reputation for superior product design, access toservice, Crane has been the supplier of choice for new and used cranes, parts and service for many construction equipment operators. Its reputation is also a preferred network of dealersdistinct advantage in attracting new customers and a leading presence ingrowing the lifting equipment industrybusiness. The aforementioned factors resulted in the recognition of $787$275 of Goodwill.goodwill.

DuringThe following unaudited pro forma information assumes the acquisitions of Schaeff and Crane occurred on January 1, 2008. The unaudited pro forma results have been prepared for informational purposes only and do not purport to represent the results of operations that would have been had the acquisition occurred as of the date indicated, nor of future results of operations. The unaudited pro forma results for the three months ended June 30,March 31, 2008 are as follows (in thousand, except per share data)

   Three Months Ended
March 31,

2008

Net revenues

  $25,649

Net income from continuing operations

  $411

Income per share from continuing operations:

  

Basic

  $0.04

Diluted

  $0.04

Pro Forma Adjustment Note

Pro Forma adjustments were made to give effect to the Company has completed it assessmentamortization of the inventory and determined that $112intangibles recorded as a result of the inventory at dateacquisition, which would have resulted in $34 of acquisition was unusable. As a result, the purchase allocation was adjusted to decrease inventory by $112 and to increase goodwill by $112 to $787.

Proforma information is not being providedadditional amortization expense for the Noble Product Line,three months ended March 31, 2008. Additionally, Pro Forma adjustments were made to give effect to the interest on the note payable to Terex Corporation in connection with the acquisition which would have resulted in $25 interest expense for the three months ended March 31, 2008. Tax expense was also decreased by $7 a partial offset to the two aforementioned pro Forma adjustments. Finally, basic and diluted shares were increased by 269,375 to take into accounts shares issued as it does not constitute an acquisition of a business, pursuant to applicable rules and regulationspart of the Securities and Exchange Commission. The Noble Product Line is being manufactured in the Company’s two existing manufacturing facilities located in Georgetown, Texas and Woodbridge, Ontario.acquisition consideration.

5. Discontinued Operations

Against the background of operating losses generated in recent history by the Testing and Assembly Equipment segment operations based at Wixom, Michigan, the Company conducted a strategic review of these operations. On March 29, 2007, our Board of Directors approved a plan to sell our Testing and Assembly Equipment segment’s operating assets including its inventory, machinery and equipment and patents. As a result, our Testing and Assembly Equipment segment has been accounted for as a discontinued operation starting with the first quarter of 2007.

On July 5, 2007 the Company entered into an Asset Purchase Agreement with EuroMaint Industry, Inc., a Delaware corporation (“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. EuroMaint also assumed and agreed to pay, perform and discharge when due certain obligations of the Company arising in connection with the operation of the Company’s diesel engine testing equipment business. In addition to the assumption of those certain assumed liabilities, EuroMaint agreed to pay to the Company the aggregate purchase price of $1,100. This transaction closed on August 1, 2007. In August 2007, the Company sold at auction all the remaining tangible assets of the Testing and Assembly Equipment segment, comprised of inventory and fixed assets. The Company recorded a gain of $209 on the sale of assets in the third quarter of 2007.

The following table sets forth the detail of balance sheet captions for discontinued operations asAs of December 31, 2007.2008, the former Testing and Assembly Equipment segment no longer had any assets or liabilities.

   December 31,
2007

Accounts receivable, net

  $132

Cost and estimated earnings in excess of billings, net

   40
    

Total assets

   172
    

Total liabilities-accrued expenses

  $265
    

The following table sets forth the detail of the net income (loss) from discontinued operations for the three and nine months ended September 30, 2008 and 2007:March 31, 2008:

 

   For three months ended
September 30,
  For nine months ended
September 30,
 
   2008  2007  2008  2007 

Revenues from discontinued operations

  $—    $197  $—    $1,355 

Income (loss) from discontinued operations before income taxes

   —     (196)  199   (1,162)

Income taxes

   —     —     11   —   
                 

Net income (loss) from discontinued operations

  $—    $(196) $188  $(1,162)
                 

Gain (loss) on sale of discontinued operations, net of income taxes of $0 and $0 for three months and $14 and $0 for the nine months ended September 30, 2008 and 2007, respectively

  $—    $242  $186  $(48)
                 

In 2007 the Company did not record a tax benefit attributable to losses from discontinued operations as the Company may not realize such loss in future years.

The estimated loss on sale is shown below:

   Three months ended
September 30,
  Nine months ended
September 30,
 
   2008  2007  2008  2007 

Estimated loss on sale of discontinued operations

      

Employee termination costs

  $—    $(33) $—    $57 

Provision for termination of contracts

   —     —     (200)  200 

Provision for income taxes

   —     —     14   —   

Gain on sale of assets of discontinued operations

   —     (209)  —     (209)
                 

Total (gain) loss on sale of discontinued operations

  $—    $(242) $(186) $48 
                 

During the nine months ended September 30, 2008 the Company reversed the $200 ($186 net of income taxes of $14) reserve for termination of contracts, as management determined that it was not needed. In the three months ended September 30, 2007, the Company reduced it reserve for employee termination costs by $33 as the Company determined that employee termination cost would be less than anticipated.

   For the three months
March 31, 2008

Revenues from discontinued operations

  $—  

Income from discontinued operations before income taxes

   188

Income tax

   10
    

Net income from discontinued operations

  $178
    

6. Net Earnings Per Common Share

Basic net incomeearnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of warrants, restricted stock exchangeable debtunits and convertible subsidiary stock.non-controlling minority interest. Details of the calculations are as follows:

 

  Three months ended
September 30,
 Nine months ended
September 30,
   Three months ended
March 31,
  2008  2007 2008  2007   2009  2008

Net Income per common share basic and diluted

       

Net earnings for common share basic and diluted

    

Earnings from continuing operations

  $306  $872  $1,538  $1,440   $61  $511

Earnings (loss) from discontinued operations

   —     (196)  188   (1,162)

Gain (loss) on sale or closure of discontinued operations net of income tax

   —     242   186   (48)

Earnings from discontinued operations

   —     178
                   

Net income

  $306  $918  $1,912  $230 

Net earnings per common share

  $61  $689
      
             

Earnings per share

           

Basic

           

Earnings from continuing operations

  $0.03  $0.10  $0.16  $0.18   $0.01  $0.05

Earnings (loss) from discontinued operations

   —     (0.02)  0.02   (0.14)

Gain (loss) on sale or closure of discontinued operations net of income tax

   —     0.03   0.02   (0.01)

Earnings from discontinued operations

   —     0.02
                   

Net earnings per common share

  $0.03  $0.11  $0.19  $0.03   $0.01  $0.07
                   

Diluted

           

Earnings from continuing operations

  $0.03  $0.09  $0.15  $0.17   $0.01  $0.05

Earnings (loss) from discontinued operations

   —     (0.02)  0.02   (0.13)

Gain (loss) on sale or closure of discontinued operations net of income tax

   —     0.03   0.02   (0.01)

Earnings from discontinued operations

   —     0.02
                   

Net earnings per common share

  $0.03  $0.10  $0.19  $0.03   $0.01  $0.07
      
             

Weighted average common share outstanding

           

Basic

   10,064,939   8,636,940   9,909,234   8,136,249    10,737,273   9,809,340
                   

Diluted:

           

Basic

   10,064,939   8,636,940   9,909,234   8,136,249    10,737,273   9,809,340

Dilutive effect of warrants

   —     168,071

Dilutive effect of restricted stock units

   26,892   —     19,924   —      8,255   12,394

Dilutive effect of warrants

   4,270   336,336   95,563   321,616 

Dilutive effect of exchangeable debt

   —     —     31,700   —   

Dilutive effects of exchangeable subsidiary stock (See Note 8)

   222,630   266,000   251,543   266,000 

Dilutive effects of non-controlling minority interest

   —     266,000
                   

Diluted

   10,318,731   9,239,276   10,307,964   8,723,865    10,745,528   10,255,805
                   

7. Equity

Issuance of Common Stock and Warrants

Manitex Liftking Shares Exchanged for Common Stock

On September 16, 2008, the Company issued to 266,000 shares of its common stock in exchange for 266,000 shares of stock in its Manitex Liftking Canadian Subsidiary that had value of $1,024. The 266,000 shares of Manitex

Liftking (‘Exchangeable Shares”) were issued on November 30, 2006, as a portion of the aggregate consideration that was paid to acquire the assets of Liftking Industries, Inc. Upon the issuance of the Exchangeable Shares the holder of the shares had a right to exchange the shares for 266,000 shares of Manitex International, Inc. common stock. Upon exchange, the value of the exchangeable shares which was previously shown as a minority interest was reclassed to common stock.

QVM Note Exchanged for Common Stock

On May 2, 2008, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Michael Azar, David Langevin, Robert Skandalaris, Lubomir Litchev, Patrick Flynn, and Michael Hull (the “Holders”), and Michael Azar, as the “Holders’ Representative.” The Exchange Agreement was entered into in connection with a Non-Negotiable Subordinated Promissory Note (the “Note”), dated July 3, 2006, which was entered into in connection with the Company’s acquisition of the membership interests of Quantum Value Management, LLC in the amount of $1,072. Under the agreement the Company issued 211,074 shares of common stock and the note was cancelled. The terms of the Exchange Agreement also provide the Holders with “piggy-back” registration rights for the shares issued to them pursuant to the Exchange Agreement.

David Langevin is currently the Company’s Chairman and Chief Executive Officer. Due to the related-party aspect of this transaction, the Exchange Agreement and the transactions contemplated by the Exchange Agreement were approved by the Audit Committee of the Company’s Board of Directors.

2007 Private Placement

On September 10, 2007, the Company closed a $9,000 private placement of its common stock (the “2007 Private Placement”) pursuant to the terms of a security purchase agreement entered into among the Company and certain institutional investors on August 30, 2007 (the “2007 Securities Purchase Agreement”). Pursuant to the 2007 Securities Purchase Agreement, the Company issued 1,500,000 shares of its common stock. The Company also issued warrants (as described below) to the investment banker who acted as its exclusive placement agent for the 2007 Private Placement. In connection with the 2007 Private Placement, the Company incurred investment banking fees of $630 and legal fees and expenses of approximately $155. The Company’s net cash proceeds after fees and expenses were $8,215 with $7,983 and $231 being allocated to common stock and warrants, respectively.

In connection with the Private Placement, the Company filed a Registration Statement on Form S-3 to register resale of shares issued in the Private Placement and the shares underlying the warrants. The registration statement was declared effective on October 15, 2007.

Stock Issuance

On September 16, 2008, the Company issued 266,000 shares of its common stock in exchange for 266,000 shares of stock in its Manitex Liftking Canadian Subsidiary.

On June 30, 2008, the Company issued 1,155 shares of common stock to a former independent Director related to restricted stock units that had vested on May 15, 2007.

On June 12, 2008, the Company issued 211,074 shares of common stock in exchange for the cancellation of its note issued in connection with the acquisition of the membership interests of Quantum Value Management, LLC.

On November 12, 2007, the Company granted an aggregate of 10,500 restricted stock units to three independent Directors pursuant to the Company’s 2004 Equity Incentive Plan. One-third of the restricted stock units vested on December 31, 2007 resulting in the issuance on that date of an aggregate of 3,465 shares of the Company’s common stock.

On July 30, 2007, Company issued 2,000 shares of common stock pursuant to the exercise of 1,000 Series A warrants and 1,000 Series B warrants. The exercise of warrants resulted in an increase in common stock of $12 of which approximately $8 represented cash received upon the exercise of the warrants and the balance of approximately $3 represented the value of the exercised warrants as determined upon issuance of the warrants on November 15, 2006. As a result of exercise, the $3 which was previously included in shareholders’ equity under the caption warrants is transferred to common stock.

On July 5, 2007, Company issued 246,000 shares of common stock pursuant to the exercise of 246,000 Series B warrants. The exercise of warrants resulted in an increase in common stock of $1,463 of which approximately $1,046 represented cash received upon the exercise of the warrants and the balance of approximately $417 represented the value of the exercised warrants as determined upon issuance of the warrants on November 15, 2006. As a result of exercise, the $417 which was previously included in shareholders’ equity under the caption warrants is transferred to common stock.

On June 11, 2007, Company issued 198,000 shares of common stock pursuant to the exercise of 99,000 Series A warrants and 99,000 Series B warrants. The exercise of warrants resulted in an increase in common stock of $1,161, of which approximately $822 represented cash received upon the exercise of the warrants and the balance of approximately $339 represented the value of the exercised warrants as determined upon issuance of the warrants on November 15, 2006. As a result of exercise, the $339 which was previously included in shareholders’ equity under the caption warrants is transferred to common stock.

Stock Warrants

The Company accounts for equity instrumentswarrants issued to non-employees based on the fair value on date of the equity instruments issued. Theissuance. Certain warrants will be exercisable on a cashless basis under certain circumstances, and are callable by the Company on a cashless basis under certain circumstances. Roth Capital Partners, LLC acted as exclusive placement agent for the 2007 Private Placement and received cash and 105,000 warrants to purchase the Company’s common stock as a placement agent fee. The warrants were issued the day after the closing of the 2007 Private Placement (September 11, 2007) and became exercisable after the sixth month anniversary of the issuance date of the warrants until September 11, 2012. The warrant holder can purchase 105,000 shares of the Company’s common stock. The warrants have an exercise price of $7.18 per share.

On June 18, 2007, the Company and Hayden Communications, Inc. (“Hayden”) entered into a contract under which Hayden will provide public and investor relation services to the Company for a period of one year. The contract provides for the issuance of 15,000 warrants to Hayden Communications, Inc. Each warrant allows Hayden to purchase one share of Company common stock for $7.08 per share. The warrants are exercisable beginning on June 15, 2008 and expire on June 15, 2011. The warrants are exercisable on a cashless basis under certain circumstances. The warrants and underlying common stock are not registered under federal or state securities laws and, therefore, may not be sold or transferred by Hayden in the absence of registration or an exemption therefrom.

At September 30, 2008March 31, 2009 and December 31, 2007,2008 the Company had issued and outstanding warrants as follows:

 

Number of Warrant Shares Exercise
Price
 Expiration Date In Connection With
September 30,
2008
 December 31,
2007
 

Number of

Warrants

  Exercise
Price
  

Expiration Date

   
450,000 450,000 $4.05 November 15, 2011 Private placement  $4.05  November 15, 2011  Private placement
204,000 204,000 $4.25 November 15, 2011 Private placement  $4.25  November 15, 2011  Private placement
192,500 192,500 $4.62 November 15, 2011 Placement Agent Fee  $4.62  November 15, 2011  Placement Agent Fee
15,000   15,000 $7.08 June 15, 2011 Investor Relations Services  $7.08  June 15, 2011  Investor Relation Service
105,000 105,000 $7.18 September 11, 2012 Placement Agent Fee  $7.18  September 11, 2012  Placement Agent Fee

NoDuring the three months ended March 31, 2009 no warrants were exercised duringexercised.

Stock Issuance

On January 2, 2009, the three or nine months end September 30, 2008Company issued in aggregate 103,375 shares of common stock to employees pursuant to restricted stock units issued under the Company’s 2004 Incentive Plan, which vested on that date.

On March 1, 2009, the Company issued 147,059 shares of common stock to the Terex Corporation as the Company elected to pay $150 of the annual principal payment due March 1, 2009 in shares of the Company’s common stock. The share price for the transactions was the average closing price for the twenty trading days ending the day before the payment is due. See note 14.

On March 31, 2009, the Company issued 1,320 shares of common stock to an employee pursuant to restricted stock units issued under the Company’s 2004 Incentive Plan, which vested on that date.

2004 Equity Incentive Plan

In 2004, the Company adopted the 2004 Equity Incentive Plan and subsequently amended and restated the plan on September 13, 2007. The maximum number of shares of common stock reserved for issuance under the plan is 350,000 shares. The total number of shares reserved for issuance may, however, may be adjusted to reflect certain corporate transactions or changes in our capital structure. Our employees and members of our board of directors who are not our employees or employees of our affiliates are eligible to participate in the plan. The plan is administered by a committee of our board comprised of members who are non-employeeoutside directors. The plan provides that the committee has the authority to, among other things, select plan participants, determine the type and amount of awards, determine award terms, fix all other conditions of any awards, interpret the plan and any plan awards. Under the plan, the committee can grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units, except Directors may not be granted stock appreciation rights, performance shares and performance units. During any calendar year, participants are limited in the number of grants they may receive under the plan. In any year, an individual may not receive options for more than 15,000 shares, stock appreciateappreciation rights with respect to more than 20,000 shares, more than 20,000 shares of restricted stock and/or an award for more than 10,000 performance shares or restricted stock units or performance units. The plan requires that the exercise price for stock options and stock appreciation rights be not less than fair market value of our common stock on date of grant.

On November 12, 2007, the Company awarded under the Amended and Restated 2004 Equity Incentive Plan 55,615 and 10,500The following table contains information regarding restricted stock units to employees and tofor the independent Directors, respectively. No awards or grants

three months ended March 31, 2009:

2009

Outstanding on January 1,

160,689

Issued

—  

Vested and issued

(104,695)

Vested—repurchased for income tax withholding

—  

Forfeited

(972)

Outstanding on March 31,

55,022

were made underCompensation expense for the 2004 Equity Incentive Plan prior to November 12, 2007. The restricted stock units are subject to the same conditions as the restricted stock awards except the restricted stock units will not have voting rights and the common stock will not be issued until the vesting criteria are satisfied. The employee restricted stock units will vest 33%, 33% and 34% on October 1, 2008, October 1, 2009 and October 1, 2010, respectively. Units granted to Directors will vest 33%, 33% and 34% on December 31, 2007, December 31, 2008 and December 31, 2009, respectively. The restricted stock units awarded were valued at $416 or $6.30 per share, which was the closing price of the Company’s common stock on the date of grant.

On April 15, 2008, the Company awarded under the Amended and Restated 2004 Equity Incentive Plan 4,000 restricted stock units to an employee. The employee restricted stock units will vest 33%, 33% and 34% onthree months ended March 31, 2009 March 31, 2010, and March 31, 2011 respectively. The restricted stock units awarded were valued at $18 or $4.55 per share, which was the closing price of the Company’s common stock on the date of grant.

The value of the restricted stock units is being charged to compensation expense over the vesting period. For the three2008 includes $24 and nine months ended September 30, 2008, the Company recognized compensation expense of $60 and $179 with an offsetting credit to paid in capital$58 related to restricted stock units, granted to the Company’s employees and Directors. During the three months and nine months ended September 30, 2007 no restricted stock units were granted or became vested. As of September 30, 2008, there were 66,300 restricted stock units outstanding.

In connection with the departure of one of the Company’s independent directors, the Company awarded 1,155 restricted stock units under its Amended and Restated 2004 Equity Incentive Plan to such director for past services. The award vested on May 15, 2008 and the Company issued 1,155 shares of common stock to such director on June 30, 2008. The stock on date of grant was valued at $6 or $5.12 per share. The value of the stock issued was immediately recognized asrespectively. Additional compensation expense with an offsetting credit to common stock.

As of September 30, 2008, total deferred compensation related to restricted stock units was $161, additional compensation expense of $31, $97, $32will be $68, $33 and $1 will be recognized infor the remainder of 2008, 2009, 2010 and 2011, respectively.

8. Non-Controlling Minority Interest

On November 30, 2006, the Company issued 266,000 shares of stock in Manitex Liftking Canadian Subsidiary with a value of $1,024. These shares were exchangeable into 266,000 shares of the Company’s Common Stock.common stock. Until the shares were exchanged, the value of the exchangeable shares was shown as a minority interest. On September 16, 2008, the shares of stock in Manitex Liftking Canadian Subsidiary were exchanged for 266,000 shares of Manitex International, Inc. Common Stock.common stock.

9. New Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting StandardsSFAS No. 157, “Fair Value Measurements” which is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. This statementMeasurements.” SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. SFAS 157 also expands financial statement disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position (FSP) 157-2 which delays the effective date of SFAS 157 for one year, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FAS 157 and FSP 157-2 are effective for financial statements issued for fiscal years beginning after November 15, 2007. We have elected a partial deferral of SFAS 157 under the provisions of FSP 157-2 related disclosure requirements. Onto the measurement of fair value used when evaluating goodwill, other intangible assets and other long-lived assets for impairment and valuing asset retirement obligations and liabilities for exit or disposal activities. The impact of partially adopting SFAS 157 effective January 1, 2008 was not material to our consolidated financial statements. The remaining provisions of SFAS No. 157 waswere adopted by the Company.on January 1, 2009. The adoption of the Statement did not have a material impact on its financial position, results of operations or cash flows.our Consolidated Financial Statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158). This statement requires balance sheet recognition of the over funded or under funded status of pension and postretirement benefit plans. Under SFAS 158, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in Accumulated Other Non-Shareowners’ Changes in Equity, net of tax effects, until they are amortized as a component of net periodic benefit cost. In addition, the measurement date, the date at which plan assets and the benefit obligation are measured, is required to be the company’s fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. On January 1, 2007, the Company adopted SFAS No. 158, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. On January 1, 2008, the Company adopted the measurement date provisions. The adoption of the Statement did not have a material impact on its financial position, results of operations or cash flows.

The FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115” (“SFAS No. 159”) in February 2007. SFAS No. 159 permits a company to choose to measure many financial instruments and other items at fair value that are not currently required to be

measured at fair value. The objective is to improve financial reporting by providing a company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. A company shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. On January 1, 2008, the Company adopted SFAS No. 159. The adoption of the Statement did not have a material impact on its financial position, results of operations or cash flows.

In June 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” (“EITF 06-11”). EITF 06-11 requires companies to recognize a realized income tax benefit associated with dividends or dividend equivalents paid on nonvested equity-classified employee share-based payment awards that are charged to retained earnings as an increase to additional paid-in capital. EITF 06-11 was adopted on January 1, 2008. The adoption of EITF 06-11 did not have a material impact on our Consolidated Financial Statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“Statement No. 160”). Statement No. 160 requires (i) that noncontrolling (minority) interests be reported as a component of shareholders’ equity, (ii) that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statement of operations, (iii) that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, (iv) that any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value, and (v) that sufficient disclosures are provided that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. Statement No. 160 is effective for annual periods beginning after December 15, 2008 and should be applied prospectively. However, the presentation and disclosure requirements of the statement shall be applied retrospectively for all periods presented. We are currently assessingOn January 1, 2009, the impactCompany adopted SFAS No. 160. The adoption of SFAS No. 160 willdid not have a material impact on our consolidated financial statements.Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R continues to require the purchase method of accounting to be applied to all business combinations, but it significantly changes the accounting for certain aspects of business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific acquisition related items including: (1) expensing acquisition related costs as incurred; (2) valuing noncontrolling interests at fair value at the acquisition date; and (3) expensing restructuring costs associated with an acquired business. SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We expectOn January 1, 2009, the Company adopted SFAS 141RNo. 141R. There was no impact upon adoption, and its effects on future periods will have an impactdepend on our accounting for futurethe nature and significance of business combinations oncesubject to this statement.

In April 2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, “Business Combinations”, which was superseded by SFAS No. 141(R) (see previous paragraph). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. This FSP was adopted buteffective January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the effect is dependent upon the acquisitions that are made in the future.nature and significance of business combinations subject to this statement.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – Activities—An Amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. To achieve this increased transparency, SFAS 161 requires (1) the disclosure of the fair value of derivative instruments and gains and losses in a tabular format; (2) the disclosure of derivative features that are credit risk-related; and (3) cross-referencing within the footnotes. SFAS No. 161 will be effective for fiscal years that begin after November 15, 2008. We are inOn January 1, 2009, the processCompany adopted SFAS No. 161. The adoption of evaluating the new disclosure requirements under SFAS 161.No. 161 did not have a material impact on our Consolidated Financial Statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early. On January 1, 2009, the Company adopted FAS No. 142-3. The adoption is prohibited. The Company is in the process of determining theFAS No. 142-3 did not have a material impact of adopting this new accounting position on its consolidated financial position.our Consolidated Financial Statements.

In May 2008, the FASB issued FASBSFAs statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting

the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States. Any effect of applying the provisions of this Statement shall be reported as a change in accounting principle in accordance with FASB statement No. 154, “Accounting Changes and Error Corrections.” The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement willFSAS No. 162 did not have an impact on its results of operations, financial position and cash flows.

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP. Early application of this FSP is prohibited. On January 1, 2009, the Company adopted EITF 03-6-1. The Company is currently evaluating the impactadoption of EITF 03-6-1 but doesdid not expect the adoption of this pronouncement will have ana material impact on its results of operations, financial position and cash flows.our Consolidated Financial Statements.

In October 2008, the FASB issued FASB Staff Position No. 157-3,Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (“FSP No. 157-3”), to provide guidance on determining the fair value of financial instruments in inactive markets. FSP No. 157-3 became effective for the Company upon issuance, and had no material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company will continue to assess the impact of SAB 110. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

December 2008, the FASB issued EITF Issue No. 08-6, “Equity Method Investment Accounting Consideration,” effective for fiscal years beginning after December 15, 2008. EITF Issue No. 08-6 requires an equity method investor to account for its initial investment at cost and shall not separately test an investee’s underlying indefinite-lived intangible assets for impairment. It also requires an equity method investor to account for share issuance by an investee as if the investor had sold a proportionate share of its investment. The resulting gain or loss shall be recognized in earnings. On January 1, 2009, the Company adopted EITF 08-6. The adoption of EITF 08-6 did not have a material impact on our Consolidated Financial Statements.

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. The Company does not expect the adoption of this FSP will have an impact on its results of operations, financial position and cash flows.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments”. The guidance applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entity’s management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts (recorded in other comprehensive income). This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. The Company does not expect the adoption of this FSP will have an impact on its results of operations, financial position and cash flows

In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the FSP and if necessary will include any additional required disclosures in its quarter ending June 30, 2009.

10. Inventory

The components of inventory are as follows:

 

   September 30,
2008
  December 31,
2007

Raw Materials and Purchased Parts (net)

  $15,069  $13,047

Work in Process

   1,573   1,429

Finished Goods and Replacement Parts

   4,388   1,572
        

Inventories (net)

  $21,030  $16,048
        
   March 31,
2009
  December 31,
2008

Raw Materials and Purchased Parts,

  $15,134  $15,254

Work in Process

   571   1,173

Finished Goods

   6,396   5,639
        

Inventories, net

  $22,101  $22,066
        

11. Goodwill and Intangible Assets

 

  September 30,
2008
 December 31,
2007
 Useful
lives
  March 31,
2009
 December 31,
2008
 Useful
lives

Patented and unpatented technology

  $10,657  $10,684  10 years  $10,597  $10,609  10 -17 years

Amortization

  ��(2,298)  (1,501)    (2,817)  (2,554) 

Customer relationships

   8,284   8,310  20 years   9,569   9,580  10-20 years

Amortization

   (863)  (554)    (1,131)  (996) 

Trade names and trademarks

   4,669   4,675  25 years   4,955   4,957  25 years-indefinite

Amortization

   (402)  (262)    (494)  (448) 

Customer Backlog

   469   473  < 1 year   458   460  < 1 year

Amortization

   (469)  (473)    (458)  (460) 
                

Intangible assets

   20,047   21,352     20,679   21,148  

Goodwill

   14,177   14,065     14,452   14,452  
                

Goodwill and other intangibles

  $34,224  $35,417    $35,131  $35,600  
                

Amortization expense for intangible assets was $418$448 and $406$413 for the three months and $1,254 and $1,368 for the nine month ended September 30, 2008 and 2007, respectively.

During the quarter ended June 30, 2008, the Company completed its analysis of inventory received in the Noble product line acquisition and determined the value of the inventory was $112 less than previously estimated. The balance sheet effect of this transaction was decrease inventory by $112 and to increase goodwill by $112.

During the quarter ended March 31, 2007, the estimated purchase price allocation for Manitex Liftking was revised2009 and resulted in a decrease in intangible assets of $547.2008.

12. Accounts Payable and Accrued Expenses

   March 31,
2009
  December 31,
2008

Account payable:

    

Trade

  $7,762  $11,127

Bank overdraft

   —     956
        

Total accounts payable

  $7,762  $12,083
        

Accrued expenses:

    

Accrued payroll

  $143  $153

Accrued employee Health

   200   217

Accrued bonuses

   333   426

Accrued vacation Expense

   159   393

Accrued interest

   79   109

Accrued commissions

   82   185

Accrued expenses—Other

   190   196

Accrued warranty

   475   668

Accrued taxes

   —     125

Accrued product Liability

   135   135

Accrued liability on forward currency exchange contracts

   256   230
        

Total accrued expenses

  $2,052  $2,837
        

13. Accrued Warranties

The liability is established using historical warranty claim experience. Historical warranty experience is, however, reviewed by management. 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. Warranty reserves are reviewed to ensure critical assumptions are updated for known events that may impact the potential warranty liability.

The following table summarizes the changes in product warranty liability:

 

  Nine Months Ended   Three Months Ended 
  September 30,
2008
 September 30,
2007
   March 31,
2009
 March 31,
2008
 

Balance January 1,

  $950  $821   $668  $950 

Accrual for warranties issued during the period

   1,122   1,011    113   426 

Warranty Services provided

   (1,324)  (1,012)   (302)  (448)

Change in estimate

   (106)  —   

Changes in estimate

   (5)  —   

Foreign currency translation

   (10)  44    1   (30)
              

Balance September 30,

  $632  $864 

Balance March 31

  $475  $898 
          ��    

13.14. Line of Credit and Debt

Revolving Credit Facility

At September 30, 2008,March 31, 2009, the Company had drawn $15,303$12,541 under a revolving credit facility. The Company is eligible to borrow up to $20,500, with interest at prime rate (prime was 5.00%3.25% at September 30, 2008)March 31, 2009) plus .25%. The maximum amount of borrowingsoutstanding is limited to the sum of 85% of eligible receivables, and the lesser of 65% of eligible inventory or $8,000 plus $1,000. On October 1, 2008 the $1,000 is reduced to $500 and is further reduced by $500 on January 1, 2009.$8,000. At September 30, 2008,March 31, 2009, the maximum the Company could borrow based on available collateral was capped at $19,187.$15,561. The credit facility’s original maturity date was January 2, 2005. The maturity date was subsequently extended and the note is now due on April 1, 2010. The indebtedness is collateralized by substantially all of the CompanyCompany’s assets. Additionally, certain shareholders or former shareholders of the Company have personally guaranteed $1,000 of the note. The facility contains customary limitations including, but not limited to, limitations on acquisitions, dividends, repurchase of the Company’s stock and capital expenditures. The loan agreement also requires the Company to have a minimum Tangible Effective Net Worth, as defined in the agreement and 1.2 to 1 Debt Service Coverage Ratio, as defined in the agreement.

Revolving Canadian Credit Facility

At September 30, 2008,March 31, 2009, the Company had drawn $2,733 (USD)$1,401 (US) under a revolving credit agreement with a bank. The Company is eligible to borrow up to $4,500 (CDN). The maximum amount outstanding is limited to the sum of (1) 80% of eligible receivables andplus (2) the lesser of 30% of eligible work-in-process inventory or CDN $500 plus (3) the lesser of 50% of eligible inventory less work-in-process inventory or CDN $2,500.$3.0 million. At September 30, 2008,March 31, 2009, the maximum the Company could borrow based on available collateral was CDN $4,500.$4,500 or US $3,568. The indebtedness is collateralized by substantially all of Manitex Liftking ULC’s assets. The Company can borrow in either U.S. or Canadian dollars. For the purposes of determining availability under the credit line, borrowings in U.S. dollars are converted to Canadian dollars based on the most favorable spot exchange rate determined by the bank to be available to it at the relevant time. Any borrowings under the facility in Canadian dollars bear interest at the Canadian prime rate (the Canadian prime was 4.75%2.5% at September 30, 2008)March 31, 2009) plus 1.5%. Any borrowings under the facility in U.S. dollars bear interest at the U.S. prime rate (prime was 5.00%3.25% at September 30, 2008)March 31, 2009) plus .25%. The credit facility has a maturity date of April 1, 2010.

Note Payable Issued to Acquire QVM

In connection with the acquisition of the membership interests of QVM, the Company issued a note payable to the former members of QVM for $1,072. The note matures on the earlier of July 2, 2009, upon a change in control as defined in the note or if the Company receives cash proceeds of at least $25,000 from the sale of its common stock or securities convertible or exchangeable for its common stock. Interest is payable on the first day of each calendar quarter, commencing on September 1, 2006. The Interest is computed using the prime rate announced by Comerica Bank at its Detroit office on the last business day immediately preceding the applicable interest payment date. In the event of default interest is accelerated and increased to prime plus 3%.

Under an agreement dated May 2, 2008, the Company issued 211,074 shares of the Company’s common stock to former Members of QVM and the note was cancelled. See Note 7 for additional details.

Note Payable Issued to Acquire Liftking Industries

In connection with the Liftking Industries’ Acquisition,acquisition, the Company hasissued a note payable to the seller for $1,800$1,600 (CDN) or $1,691$1,268 (US). The Note shall providenote provides for interest at 1% over the prime rate of interest charged by Comerica Bank for Canadian dollar loans, calculated from the closing date and payable quarterly in arrears commencing April 1, 2007, and for principal payments of two hundred thousand dollars (CDN) quarterly commencing April 1, 2007, with the final installment of principal and interest thereon due December 31,April 1, 2011. The note payable is subject to a general security agreement which subordinates the seller’s security interest to the interest of the buyer’s senior secured credit facility, but shall otherwise rank ahead of the seller’s other secured creditors.

Note Payable—Bank

At September 30, 2008,March 31, 2009, the Company has a $1,983$1,683 note payable to a bank. The note payable to the bank was assumed in connection with the QVM acquisition. The note was due on September 10, 2006 .The2006. The maturity date haswas subsequently been extended and the note is now due on April 1, 2010. The note has an interest rate of prime plus 1% until maturity, whether by acceleration or otherwise, or until default, as defined in the agreement, and after that at a default rate of prime plus 4%. Until June 30, 2008 the Company was not required to make principal payments, but was required to make interest payments on the first day of each month. Commencing on July 1, 2008, the Company is also required to make monthly principal payments of $50 on the first day of each month. The bank has been granted security interest in substantially all the assets of the Company’s Manitex subsidiary. Until

Note Payable—Bank

At March 31, 2009, the Company has a $34 note payable to a bank. The note dated October 18, 2007,16, 2008 had an original principal amount of $82 and an annual interest rate of 4.35%. Under the former membersterms of QVM guaranteed the note. note the company is required to make ten monthly payments of $8 commencing November 13, 2008. The proceeds from the note were used to pay annual premiums for certain insurance policies carried by the Company. The holder of the note has a security interest the insurance policies it financed and has the right upon default to cancel these policies and receive any unearned premiums.

Note Payable—Bank

At March 31, 2009, the Company has a $348 note payable to a bank. The note dated January 5, 2009 had an original principal amount of $495 and an annual interest rate of 4.25%. Under the terms of the note the company is required to make ten monthly payments of $50 commencing January 30, 2009. The proceeds from the note were used to pay annual premiums for certain insurance policies carried by the Company. The holder of the note has a security interest the insurance policies it financed and has the right upon default to cancel these policies and receive any unearned premiums.

Note Payable—Terex

At March 31, 2009, the Company has a note payable to Terex Corporation for $1,750. The note which had an original principal amount of $2,000, was issued in connection with the purchase of substantially all of the domestic assets of Crane & Machinery, Inc. (“Crane”) and Schaeff Lift Truck, Inc., (“Schaeff”). During the purchase negotiations, the Company agreed to assist the sellers and GT Distribution LLC in restructuring certain debt owed to Terex Corporation (“Terex”). Accordingly, on October 6, 2008, the Company entered into a Restructuring Agreement with Terex and Crane pursuant to which the Company executed and delivered to Terex a promissory note in the amount of $2,000 that has an annual interest rate of 6%. Terex has been granted a lien on and security interest in all of the assets of the Company’s Crane & Machinery Division.

The Company is required to make annual principal payments to Terex of $250 commencing on March 1, 2009 and on each year thereafter through March 1, 2016. So long as the Company’s common stock is listed for trading on the NASDAQ or another national stock exchange, the Company may opt to pay up to $150 of each annual principal payment in shares of the Company’s common stock having a market value of $150. Accrued interest under the note will be payable quarterly commencing on January 1, 2009.

Upon an event of default under the note, Terex may elect, among other things, to accelerate the Company’s indebtedness thereunder. The note contains customary events of default, including (1) the Company’s failure to pay principal and interest when due, (2) events of bankruptcy, (3) cross-defaults under the Restructuring Agreement and other indebtedness, (4) judgment defaults and (5) a change in control of the Company.

Note payable floorplan

On October 18, 2007,March 31, 2009, the bank releasedCompany has a $1,652 note payable to a finance company. Under the former membersfloorplan agreement the Company may borrow up to $2,000 for equipment financing and are secured by all inventory financed by or leased from the lender and the proceeds therefrom. The terms and conditions of QVM from their guarantees.any loans, including interest rate, commencement date, and maturity date shall be determined by the lender upon its receipt of the Company’s request for an extension of credit. The rate, however, may be increased upon the lender giving five days written notice to the Company. On December 30, 2008, the company borrowed $1,252 under the floorplan agreement with the loan bearing interest at a rate per annum equal to the prime rate of interest, as published in the Wall Street Journal, plus 6%. On January 12, 2009 the Company borrowed an additional $400 at a rate per annum equal to the prime rate of interest, as published in the Wall Street Journal, plus 5%. Since the initial borrowing, the lender has agreed to several interest rate reductions. At March 31, 2009, the interest rate on both borrowings was reduced to 6%. For twelve months, the Company is only required to make interest payments, followed by 48 equal monthly payments of principal and interest. The loan may be repaid at anytime and is not subject any prepayment penalty.

Capital Leases

The Company has a twelve year lease which expires in April 2018 that provides for monthly lease payments of $70 for its Georgetown, Texas facility. The lease has been classified as a capital lease under the provisions of FASB Statement No. 13. The capitalized lease obligation related to aforementioned lease as of March 31, 2009 is $4,358. Additionally, the Company has also entered into several small equipmenta 60 month truck lease which expires on September 8, 2011 that provides for monthly leases with lease termspayments of three years or less that it has determined are required to be capitalized under the provisions of FASB Statement No. 13. The remaining minimum lease payments for these leases are approximately $1. As of September 30, 2008,March 31, 2009, the Company had total capitalcapitalized lease obligations of $4,486.obligation related to aforementioned lease is $20.

14.15. Legal Proceedings

The Company is involved in various legal proceedings, including product liability and workers’ compensation matters which have arisen in the normal course of operations. The Company has product liability insurance with self insurance retention that range from $50 to $1,000. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company. When it is probable that a loss has been incurred and possible to make a reasonable estimates of the Company’s liability with respect to such matters, a provision is recorded for the amount of such estimate or the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur. However, the Company does not believe that these contingencies, in the aggregate, will have a material adverse effect on the Company.

The reserve for legal settlements decreased $235 from $370 at December 31, 2007 to $135 at September 30, 2008. The change in the reserve is principally the result of making two settlement payments which totaled $227 during the first quarter 2008. At December 31, 2007, reserves to settle these two cases had been established for $227, as such there was no impact on earnings for the nine months ended September 30, 2008 related to these two settlement payments. Except as noted above, there has been no material changes in amounts accrued for legal settlements.

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.

15.16. Business Segments

The Company operated in a single business segment, Lifting Equipment, until October 6, 2008. On October 6, 2008, the Company purchased substantially all the domestic assets of Crane and Schaeff. It was determined that Crane, a distributor of Terex and Manitex cranes, was its own segment which is referred to as the Equipment Distribution segment. The results for Crane and Schaeff operations have been included in the Company’s financial results from the date of acquisition.

The following is financial information for our two operating segments, i.e., Lifting Equipment and Equipment Distribution

   Three Months Ended
March 31,
 
   2009  2008 

Net revenues

   

Lifting Equipment

  $13,174  $23,547 

Equipment Distribution

   868   —   
         

Total

  $14,042  $23,547 

Operating income from continuing operations

   

Lifting Equipment

  $1,075  $1,488 

Equipment Distribution

   (75)  —   

Corporate expenses

   (517)  (904)
         

Total operating income from continuing operations

  $483  $584 
         

The Lifting Equipment segment operating earnings for the three months ended March 31, 2009 and 2008 includes amortization of $413 and $413, respectively. The Equipment Distribution segment operating earnings for the three months ended March 31, 2009 includes amortization of $34.

   March 31,
2009
  December 31,
2008

Total Assets

    

Lifting Equipment

  $71,547  $79,635

Equipment Distribution

   6,092   6,368

Corporate

   220   225
        

Total

  $77,859  $86,228
        

17. Transactions between the Company and Related Parties

In the course of conducting its business, the Company has entered into certain related party transactions. In April, 2006, prior to its acquisition by the Company, Manitex completed a sale and leaseback transaction of its Georgetown, Texas facility to an entity controlled by one of its affiliates, who was also a significant shareholder of the Company. The sale price was $5,000 and the proceeds of the transactions were used to reduce Manitex’s debt under its credit facility. The lease has a twelve year term and provides for an initial monthly rent of $67 which is adjusted annually by the lesser of the increase in the Consumer Price Index (“CPI”) or 2%. The aforementioned CPI

adjustment raised the monthly rent to $70 effective April 2008. Although the Company did not obtain an independent valuation of the property or the terms of the sale and leaseback transaction in connection with its acquisition of Manitex, it believes the terms of the lease are at least as favorable to the Company as they could have obtained from an unaffiliated third party.

The Company, through its Manitex and Manitex Liftking subsidiaries, purchases and sells parts to GT Distribution, Inc. (including its subsidiaries) (“GT”) and has made advances to GT Distribution in connection therewith. GT is owned in part by the Company’s Chairman and Chief Executive Officer. Although the Company does not independently verify the cost of such parts, it believes the terms of such purchases and sales were at least as favorable to the Company as terms that it could obtain from a third party. GT has three operating subsidiaries, BGI USA, Inc. (“BGI”), Crane & Machinery, Inc., and Schaeff Lift Truck, Inc. BGI is a distributor of assembly parts used to manufacture various lifting equipment. Crane & Machinery, Inc. distributes Terex and Manitex cranes, and services and sells replacement parts for most brands of light duty and rough terrain cranes. Schaeff Lift Truck, Inc. manufactures electric forklifts. Schaeff Lift Truck, Inc. has a 100% owned subsidiary domiciled in Bulgaria, SL Industries, Ltd.

On October 6, 2008, the Company completed the acquisition of substantially all of the assets of Schaeff Lift Truck Inc. (“Schaeff”) and Crane & Machinery, Inc. (“Crane,” together with Schaeff, the “Sellers”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) with the Sellers and their parent company, GT Distribution, LLC (“GT”). (See Note 18 for further details)

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
September 30, 2008
  Three months ended
September 30, 2007
  Nine months ended
September 30, 2008
  Nine months ended
September 30, 2007
 

Rent paid - Georgetown Facility 1

  $209  $205  $622  $611 

Rent paid - Woodbridge Facility 2

   114   118   345   310 

Rent paid - Bridgeview Facility 3

   13   9   40   9 

Sales to:

     

Crane & Machinery, Inc

  $130  $25  $165  $196 

BGI USA, Inc.

   (4)  32   (3)  41 

Schaeff Lift Truck, Inc.

   63   179   285   476 

SL Industries, LTD

   —     2   1   2 

Liftmaster.

   11   140   128   246 
                 

Total Sales

  $200  $378  $576  $961 
                 
   Three months ended
September 30, 2008
  Three months ended
September 30, 2007
  Nine months ended
September 30, 2008
  Nine months ended
September 30, 2007
 

Purchases from:

     

BGI USA, Inc

  $98  $461  $695  $776 

Crane & Machinery, Inc

   —     —     —     19 

Schaeff Lift Truck, Inc.

   8   55   13   624 

SL Industries, Ltd.

   40   204   657   1,176 

Liftmaster.

   77   22   354   64 
                 

Total Purchases

  $223  $742  $1,719  $2,659 
                 

Miscellaneous Transactions:

     

Professional services provided or (received) by Schaeff Lift Truck (Outsourced staffing)

  $36  $(23) $89  $(23)

Professional services provided by LiftMaster, Inc. (Outsourced staffing)

  $—    $—    $45  $—   

Operating loan provided to Schaeff Lift Truck

  $—    $46  $—  �� $46 

1The Company leases its 188,000 sq. ft. Georgetown, Texas manufacturing facility from an entity owned by one of the Company’s former significant shareholders. Pursuant to the terms of the lease, the Company makes monthly lease payment of $70. The Company is also responsible for all the associated operating expenses including, insurance, property taxes and repairs. Under the lease, which expires April 30, 2018, monthly rent is adjusted annually by the lesser of increase in the Consumer Price Index or 2%.

2The Company leases its 85,000 sq. ft. Woodbridge facility from an entity owned by a stockholder of the Company and relative of Manitex Liftking ULC’s, president and CEO. Pursuant to the terms of the lease, the Company makes monthly lease payments of $38. The Company is also responsible for all the associated operating expenses, including insurance, property taxes, and repairs. The lease will expire on May 31, 2009.
3The Company leases 11,750 sq. ft of office and warehouse space in GT Distribution Chicago facility for approximately $4 per month. The lease will expire on May 31, 2010.

As of June 30, 2007, the Company had a receivable of $4,219 from GT Distribution, net of amounts owed to Crane & Machinery, Inc. On July 31, 2007, the “Company entered into an asset purchase agreement with GT Distribution, LLC (“GT Distribution”) pursuant to which GT Distribution transferred all of its rights and interest in the Noble forklift product line (the “Product Line”) to the Company in exchange for the discharge of obligations and trade payables of GT Distribution and certain of its subsidiaries totaling $4,219 and assumption by the Company of certain liabilities associated with the Product Line. David J. Langevin, the Company’s Chairman and Chief Executive Officer, has a significant ownership interest in GT Distribution. As a result, the Company received a fairness opinion from an independent financial advisor and the approval of a special independent committee of the Company’s board of directors prior entering into this transaction.

The receivable from GT Distribution was reduced from $4,722 to $4,144 during the quarter ended March 31, 2007, a decrease of $578. During the quarter ended March 31, 2007, GT Distribution sold inventory to the Company. During the first quarter of 2007, it was agreed that the payable for certain inventory totaling $462 sold to the Company in the first quarter of 2007 and which was still inventory at March 31, 2007 would be offset against the receivable the Company has from GT Distribution. Additionally, a payable in the amount of $116 that the Company had to GT Distribution was offset against the receivable the Company had from GT Distribution. The Statement of Cash Flow for September 30, 2007 excludes the $578 decrease in the related party receivable, the $462 increase in inventory and the $116 decrease in accounts payable as these items are non-cash transactions.

As of September 30, 2008, the Company had $480 outstanding accounts receivable from GT Distribution and $82 outstanding accounts payable due to GT. Additionally, the Company has a $109 outstanding accounts receivable from LiftMaster, Inc. as of September 30, 2008.

The Company had a note payable to the former members of QVM for $1,072 issued in connection with the acquisition of the membership interests of QVM. Upon the closing of such acquisition, Michael C. Azar, served as the Company’s Vice President and Secretary and David Langevin served as the Company’s Chief Executive Officer. In addition, three of the members of QVM, Michael Azar, David Langevin and Robert J. Skandalaris, owned 6.1%, 12.1% and 12.1%, respectively, of the Company’s outstanding common stock at such time.

On May 2, 2008, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Michael Azar, David Langevin, Robert Skandalaris, Lubomir Litchev, Patrick Flynn, and Michael Hull (the “Holders”), and Michael Azar, as the “Holders’ Representative.” The Exchange Agreement was entered into in connection with a Non-Negotiable Subordinated Promissory Note (the “Note”), dated July 3, 2006, which was entered into in connection with the Company’s acquisition of the membership interests of Quantum Value Management, LLC in the amount of $1,072. Under the agreement the Company issued 211,074 shares of common stock antand the noteNote was cancelled. The terms of the Exchange Agreement also provide the Holders with “piggy-back” registration rights for the shares issued to them pursuant to the Exchange Agreement.

David Langevin is currently the Company’s Chairman and Chief Executive Officer. Due to the related-party aspect of this transaction, the Exchange Agreement and the transactions contemplated by the Exchange Agreement were approved by the Audit Committee of the Company’s Board of Directors.

The Company, through its Manitex and Manitex Liftking subsidiaries, purchases and sells parts to GT Distribution, LLC. (including its subsidiaries) (“GT”) and has made advances to GT in connection therewith. GT was owned in part by the Company’s Chairman and Chief Executive Officer. Although the Company does not independently verify the cost of such parts, it believes the terms of such purchases and sales were at least as favorable to the Company as terms that it could obtain from a third party. GT had three operating subsidiaries, BGI USA, Inc. (“BGI”), Crane & Machinery, Inc., and Schaeff Lift Truck, Inc. BGI is a distributor of assembly parts used to manufacture various lifting equipment. Crane & Machinery, Inc. distributes Terex and Manitex cranes, and services and sells replacement parts for most brands of light duty and rough terrain cranes. Schaeff Lift Truck, Inc. manufactures electric forklifts. Schaeff Lift Truck, Inc. has a note payable to the former owners of Liftking100% owned subsidiary domiciled in Bulgaria, SL Industries, Inc. for $1,691 (US) issued in connection with the acquisition of Liftking Industries ULC. It was determined subsequent to the acquisition, that the note would be a related party transaction since Manitex Liftking’s President is a relative of the primary holder of the note.

16. Restructuring Expenses

The Company is currently evaluating the manufacturing processes at its Manitex Liftking facility. Our objective is to improve production efficiencies and to lower our costs. The review initiative, however, is still in the early stages and substantive benefits that may be derived are still in the future. An evaluation of the current staffing has been completed. As result, the workforce was reduced by 26 employees to align the size of our workforce to our current production requirements. In connections with the reduction in force, the Company was required to pay terminated employees $236 in severance, which has been included in operating expense and is shown in the income statement on a line entitled “restructuring expenses”.

17. Income Taxes

The Company’s provision for income taxes consists of U.S. and foreign taxes in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that the Company expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes it will make a cumulative adjustment. The 2008 annual effective tax rate is estimated to be approximately 7.3% (which includes U.S., state and local and foreign taxes) based upon the Company’s anticipated earnings both in the U.S. and in foreign jurisdictions.

For the three months ended September 30, 2008, the Company recorded an income tax provision of $29 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes. For the three months ended September 30, 2007, the Company recorded a tax benefit of $(67) which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes. A benefit was recorded for the three months ended September 30, 2007 as the impact of lowering the effective tax rate from 27.4% to 9.3% more than offset the provision for income taxes on the quarter’s earnings.

For the nine months ended September 30, 2008, the Company recorded an income tax benefit of $367 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes offset by a discrete item related to 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. For nine months ended September 30, 2007, the Company recorded a tax provision of $147 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes.

The Company adopted FIN 48 effective January 1, 2007 and had no material unrecognized tax benefits as of the adoption date. The Company’s total unrecognized tax benefits as of September 30, 2008 were approximately $260 which, if recognized, would affect the Company’s effective tax rate. As of September 30, 2008,Ltd. At March 31, 2009 the Company had accrued immaterial amounts for the potential paymentfuture commitments to purchase approximately $300 and $100 of interestinventory from BGI and penalties.

18. Subsequent events

Asset Purchase Agreement and Restructuring Agreement

Purchase AgreementSL Industries, respectively.

On October 6, 2008, the “CompanyCompany completed the acquisition of substantially all of the domestic assets of Schaeff Lift Truck Inc. (“Schaeff”) and Crane & Machinery, Inc. (“Crane,” together with Schaeff, the “Sellers”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) with the Sellers and their parent company, GT Distribution, LLC (“GT”). In exchange(See Note 4 for further details.) Mantitex International, Inc. did not acquire Schaeff’s Bulgarian subsidiary, SL Industries. All transactions with Crane and Schaeff. that occurred before October 6, 2008 were related party transactions. Transactions with GT and the assets described in the Purchase Agreement, the Company assumed certain liabilities of the Sellerssubsidiaries that GT continues to own (BGI and issued an aggregate of 108,402 shares of the Company’s common stockSL Industries) continue to the members of GT, includingbe related party transactions after October 6, 2008.

Mr. Langevin, the Company’s Chairman and Chief Executive Officer, David J. Langevin. Mr. Langevin ownsCEO owned 38.8% of the membership interests of GT. Due to the related-party aspects of this transaction, the 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 pursuant to the Purchase Agreement to acquire the Sellers’ assets and liabilities, including the shares of the Company’s common stock issued pursuant to the Restructuring Agreement (as defined below), is fair 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.

The Company through its Manitex Liftking subsidiary provides parts and services to LiftMaster, Ltd (“LiftMaster”). LiftMaster is a rental company that rents and services rough terrain forklifts. LiftMaster is owned by the President of Manitex Liftking, ULC and a relative.

As of March 31, 2009 the Company had accounts payable to GT and LiftMaster of $145 and $13, respectively. As of March 31, 2009, the Company had a receivable from LiftMaster for $4.

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
March 31, 2009
  Three months ended
March 31, 2008

Rent paid -Georgetown Facility 1

  $210  $205

Rent paid -Woodbridge Facility 2

  $93  $116

Rent paid -Bridgeview Facility 3

  $ n.a.  $13

Sales to:

    

Crane & Machinery, Inc

  $n.a  $2

BGI USA, Inc.

   —     1

Schaeff Lift Truck, Inc.

   n.a   155

SL Industries, LTD.

   —     1

Liftmaster

   13   19
        

Total Sales

  $13  $178
        

Purchases from:

    

BGI USA, Inc

  $289  $212

SL Industries, LTD.

   409   134

Liftmaster

   —     171
        

Total Purchases

  $698  $517
        

Miscellaneous Transactions:

    

Professional services provided by Schaeff Lift Truck (Outsourced staffing)

  $—    $28

1The Company leases its 188,000 sq. ft. Georgetown, Texas manufacturing facility from an entity owned by one of the Company’s former significant shareholders. Pursuant to the terms of the lease, the Company makes monthly lease payment of $70. The Company is also responsible for all the associated operating expenses including, insurance, property taxes and repairs. Under the lease, which expires April 30, 2018, monthly rent is adjusted annually by the lesser of the increase in the Consumer Price Index or 2%.

2The Company leases its 85,000 sq. ft. Woodbridge facility from an entity owned by a stockholder of the Company and relative of Manitex Liftking ULC’s, president and CEO. Pursuant to the terms of the lease, the Company makes monthly lease payments of $31. The Company is also responsible for all the associated operations expenses, including insurance, property taxes, and repairs. The lease will expire on November 29, 2009.
3The Company leased 11,750 sq. ft of office and warehouse space in GT Distribution’s Chicago facility for approximately $4 per month. The lease will expire on May 31, 2010. The Company assumed the lease for the entire Bridgeview (Chicago) facility, when the Company acquired the assets of Crane and Schaeff.

Restructuring Agreement18. Income Taxes

In connectionThe Company’s provision for income taxes consists of U.S. and foreign taxes in amounts necessary to align the Company’s year-to-date tax provision with the purchase of substantially alleffective rate that the Company expects to achieve for the full year. Each quarter the Company updates its estimate of the assets ofannual effective tax rate, and if its estimated tax rate changes it will make a cumulative adjustment. The 2009 annual effective tax rate is estimated to be approximately 14.4% (which includes U.S., state and local and foreign taxes) based upon the Sellers,Company’s anticipated earnings both in the U.S. and in foreign jurisdictions.

For the three months ended March 31, 2009, the Company agreed to assistrecorded a tax provision of $10 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes. For the Sellers and GT in restructuring certain debt owed to Terex Corporation (“Terex”). Accordingly, on October 6,three months ended March 31, 2008, the Company entered intorecorded an income tax benefit of $478 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes offset by a Restructuring Agreement (the “Restructuring Agreement”) with Terexdiscrete item related to 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 Company adopted FIN 48 effective January 1, 2007 and Crane pursuant tohad no material unrecognized tax benefits as of the adoption date. The Company’s total unrecognized tax benefits as of March 31, 2009 were approximately $200 which, if recognized, would affect the Company’s effective tax rate. As of March 31, 2009, the Company agreed to: (1) execute and deliver to Terex a promissory note in favor of Terex in the amount of $2,000,000 (the “Term Note”), (2) issue 160,976 shares of the Company’s common stock to Terex

(the “Stock Consideration”), and (3) provide Terex with piggyback registration rights through the simultaneous execution of a piggyback registration rights agreement between Terex and the Company (the “Registration Rights Agreement”). In addition, Crane executed a Security Agreement to Terex granting Terex a lien on and security interest in all of the assets of Crane (the “Security Agreement”). In consideration of the foregoing, Terex agreed to surrender and cancel, effective the date the foregoing obligations are satisfied, a certain interest in the nature of equity valued at $5,495,000.

Under the Term Note (also dated October 6, 2008), the Company is obligated to make annual principal payments to Terex of $250,000 commencing on March 1, 2009 and on each year thereafter through March 1, 2016. So long as the Company’s common stock is listed for trading on the NASDAQ or another national stock exchange, the Company may opt to pay up to $150,000 of each annual principal payment in shares of the Company’s common stock having a market value of $150,000. The maturity date of the Term Note is November 10, 2016. Accrued interest under the Term Note will be payable quarterly commencing on January 1, 2009. The unpaid principal balance of the Term Note will bear interest at 6% per annum (the “Note Rate”). The Term Note is secured by the collateral granted to Terex under the terms of the Security Agreement described below.

Upon an event of default under the Term Note, Terex may elect, among other things, to accelerate the Company’s indebtedness thereunder. The Term Note contains customary events of default, including (1) the Company’s failure to pay principal and interest when due, (2) events of bankruptcy, (3) cross-defaults under the Restructuring Agreement and other indebtedness, (4) judgment defaults and (5) a change in control of the Company.

Summary of Aggregate Consideration Paid

The assets of Crane and Schaeff were acquired for consideration of approximately $3,617, in the aggregate which consisted of 269,378 shares of the Company’s common stock with a value of approximately $867,a Term Note for $2,000 and $750 to pay the balance outstanding under Schaeff’s line of credit.

Shareholders’ Rights Plan

On October 17, 2008, the Board of Directors of Manitex International, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value (“Common Shares”), of the Company. The dividend is payable upon the close of business on October 31, 2008 to the shareholders of record upon the close of business on October 21, 2008 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value (“Preferred Shares”), of the Company, at a price of $35.00 per one one-hundredth of a Preferred Share, subject to adjustment (the “Purchase Price”).

The rights are not currently exercisable, but would become exercisable if certain events occur relating to a person or group acquiring or attempting to acquire 15% (or, in the case of certain holders, 30%) (“Acquirer”) or more of our outstanding Common Shares. Each holder of a Right, excepthad accrued immaterial amounts for the Acquirer (or as otherwise provided in the Rights Agreement) will thereafter have the right to receive upon exercise that numberpotential payment of Common Shares (or, in certain circumstances, cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price.interest and penalties.

The rights expire on October 17, 2018, unless redeemed or exchanged by the Company earlier.

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

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 the CompanyManitex 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 20072008 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;

 

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

 

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

(4)(6)increases in interest rates;

 

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

 

(6)Some of our customers rely on financing with third party to purchase our products.

(7)(8)the performance of our competitors;

 

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

 

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

 

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

 

(11)(12)the volatility of our stock price;

 

(12)(13)future sales of our common stock;

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

(13)(15)currency transactiontransactions (foreign exchange) riskrisks and the risksrisk related to forward currency contracts; and

 

(14)(16)certain provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws, and Thethe Company’s Preferred Stock Purchase Rights Agreement may discourage or prevent a change in control of the Company.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. TheThrough 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. All financial data isThe foregoing operations comprise the Company’s Lifting Equipment Segment.

In October 2008, the Company began operating a crane dealership located in millions, exceptBridgeview, 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 share dataa wide variety of medium to heavy duty construction equipment sold both domestically and where otherwise indicated.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

Historically, the Company also designed, developed, and built specialty testing and assembly equipment for the automotive and heavy equipment industries that identifies defects through the use of signature analysis and in-process verification. Against the background of the operating losses generated in recent history by this segment, the Company conducted a strategic review of these operations. On March 29, 2007, ourthe Company’s Board of Directors approved a plan to sell ourthe Company’s Testing and Assembly Equipment segment’s operating assets, which were based in Wixom, Michigan, including its inventory, machinery, equipments and patents. As a result, our Testing and& Assembly Equipment segment has been accounted for asin 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 discontinued operation starting withstrategic review made by the first quarterCompany triggered by a history of 2007 until its disposition.significant operating losses by the Testing & Assembly Equipment segment.

On August 1,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 were sold to EuroMaint Industry, Inc., a Delaware corporation (“EuroMaint”). Under the terms of the Asset Purchase Agreement, the Company received $1.1 million plus EuroMaint assumed certain of the Company’s liabilities.business. This transaction was completed on August 1, 2007. As of August 31, 2007, all operations of the formerCompany’s Testing and& Assembly Equipment segment operations had ceased. As a result of discontinuing our former Testing and Assembly Equipment segment, the Company again operates in only a single business segment, Lifting Equipment.

Summary of Recent Acquisitions

Effective July 3, 2006,On October 6, 2008, the Company completed the purchaseacquisition of Manitex,substantially all of the domestic assets of Schaeff Lift Truck Inc. (“Manitex”Schaeff”) viaand Crane & Machinery, Inc. (“Crane”) pursuant to an acquisition of allasset 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 in Quantum Value Management, LLC (an entity ownedof GT. Due to the related-party aspects of this transaction, the asset purchase agreement and the transactions

contemplated thereby were approved by certain stockholdersa committee of the

Company). On November 30, 2006, 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 through its wholly owned subsidiary, Manitex Liftking, ULC, an Alberta unlimited liability corporation (“Manitex Liftking”), completedfor the acquisition (the “Liftking Acquisition”)assets of allSchaeff and GT was fair to the shareholders of the operating assetsCompany from a financial point of Liftking Industries,view. In January 2009, Mr. Langevin assigned his ownership interest in GT to Bob Litchev, a Senior Vice President of Manitex International, Inc., an Ontario, Canada corporation (“Liftking”). As the result of these two acquisitions, the Company Located in Bridgeview, Illinois, Crane is a leading providerdistributor of engineered lifting solutions including boomTerex rough terrain and truck cranes rough terrain forklifts and special mission oriented vehicles. Through the Company’s Manitex subsidiary, it markets a comprehensive line of boom trucks and sign cranes.cranes and is being treated as a separate reporting segment entitled “Equipment Distribution.” The Company’sEquipment 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, crane productsthough road-worthy, are primarily used for industrial projects, energy explorationneither 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 infrastructure development, including roads, bridges and commercial construction. Through the Company’s Manitex Liftking subsidiary, it sellsmust be delivered by a complete line of rough terrain forklifts 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. On July 31, 2007, the Company completed the purchase of all the Noble Forklift Product Line assets (the “Product Line”) from GT Distribution, LLC (“GT Distribution”), a related party. The Noble product line, which is comprised of four rough terrain forklifts in several configurations, is being produced in our two current production facilities located in Woodbridge, Ontario and Georgetown, Texas. (See Note 4 to the Company’s consolidated financial statements for further details regarding the Noble Product Line acquisition)

The financial results for these acquisitions are included in the accompanying consolidated statement of operations from the date of the respective acquisition.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, including the price of steel. Material prices have been increasing recently.materials. Margins tend to increase when production is skewed towards larger capacity cranes, special mission oriented vehicles, specialized carriers and heavy material transporters.

ACurrent 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 portion of our sales are financed by financial institutions on behalf of our customers. The availability of financing by third parties is affected by generaldeterioration in economic conditions, especially in the credit worthinessUnited States and Europe followed. These events had an immediate significant adverse impact on the Company, including a very dramatic curtailment of our customersnew orders, request to delay deliveries and, in some cases to cancel existing orders.

In response to the estimated residual valueimpact of our equipment. Given the current 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 lackend of liquiditythe 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 global credit markets there can be no assurance that finance companieswe serve will continue to extend credit to our customers or their customers as they have in the past. Given the lack of liquidity, our customers may have difficulty selling units that they may have in their inventory. Historically, our customers have placed significant orders in the fourth quarter of the year. There is currently significant uncertainty as to future orders or what our backlog will be going into the new year. This uncertainty is likely to remain until the current liquidity crisis has resolved itself and there is more information on the general state of the economy.

Recent Developments

On October 6, 2008, the Company completed the acquisition of substantially all of the assets of Schaeff Lift Truck Inc. (“Schaeff”) and Crane & Machinery, Inc. (“Crane,” together with Schaeff, the “Sellers”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) with the Sellers and their parent company, GT Distribution, LLC. Results for Crane and Schaeff will be included in the company’s financial statement starting on the date of acquisition, October 6, 2008. As such, Crane and Schaeff results are not included in September 30, 2008 financial statements.take place.

Results of Operations

The following discussion considers:

 

Net income for the three and nine month periods ended September 30, 2008March 31, 2009 and 2007.2008.

 

Results of the continuing operations for the three and nine month periods ended September 30, 2008March 31, 2009 and 2007.2008.

 

Results of the discontinued operations for the ninethree month periodsperiod ended September 30, 2008 and 2007.March 31, 2008.

Three Months Ended September 30, 2008March 31, 2009 Compared to Three Months Ended September 30, 2007March 31, 2008

Net Income for the three month periods ended September 30,March 31, 2009 and 2008 and 2007

TheFor the three months ended March 31, 2009, the Company reportedhad 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 $0.3$0.5 million for the three months ended September 30, 2008.

The Company reported a netand income of $0.9 million for the three months ended September 30, 2007, consisting of a net income from continuing operations of $0.9 million, a loss from discontinued operations of $(0.2) million and income of $0.2 million on the sale and closure of our Testing and Assembly Equipment segment.million.

Results of the continuing operations for the three month periods ended September 30,March 31, 2009 and 2008 and 2007

For the three months ended September 30,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 $0.3$0.5 million, which consists of revenue of $28.5$23.5 million, cost of sales of $24.3$19.3 million, research and development costs of $0.2 million, SG&A costs (excludingexcluding corporate expenses and restructuring expense) of $2.3$2.6 million, corporate SG&A expenses of $0.6 million, restructuring expenses of $0.2$0.9 million, net interest expense of $0.5 million foreign currency loss of $0.1 million and income tax expense of $0.03 million.

For the three months ended September 30, 2007, net income from continuing operations was $0.9 million, which consists of revenue of $26.6 million, cost of sales of $21.6 million, research and development costs of $0.2 million, SG&A costs (excluding corporate expenses) of $2.1 million, Corporate SG&A expenses of $0.8 million, a foreign currency transaction loss of $0.2 million, interest expense of $0.9, and income tax benefit of $0.1$(0.5) million.

Net Revenues and Gross Profit – For the three months ended September 30,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 $28.5$23.5 million and $4.2$4.3 million, respectively. Gross profit as a percentagepercent of net revenuesales was 14.7%18.1% for the three months ended September 30,March 31, 2008. For the three months ended September 30, 2007 net revenues and gross profit were $26.6 million and $5.0 million, respectively. Gross profit as a percentage of revenue was 18.8% for the three months ended September 30, 2007.

Net revenues increased $1.9decreased $9.5 million to $28.5$14.0 million for the three months ended September 30, 2008March 31, 2009 from $26.6$23.5 million for the comparable three month period in 2007.2008. 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 increasedecrease in net revenue is due to an increase in crane sales of $2.7 million which was offset by a decrease of $0.8 million in forklift/specialized carrier revenues. Approximately 60% of increase in crane revenues is attributed to an increasethe unprecedented stress in chassis sales.the world financial markets and the significant deterioration in economic conditions, especially in the United States and Europe that followed. The remaining increase isCompany has experienced significant decreases in revenues across all product lines. Although the result of an increase in bothCompany’s part sales and crane revenues (excluding chassis). The Company builds cranes on chassis supplied byare down modestly, the customer or by the Company. The increase in chassis sales is the result of a substantial sales increase to a particular distributor, who has elected to have Manitex supply the chassis. Theoverall decrease in forklift/specialized carrier revenuerevenues is overwhelmingly due to a significant drop in demand for rough terrain commercial forklift. The decrease in demand for rough terrain forklifts is the result of the slowing North American economy.

Crane sales have remained strong as the decrease in sales of cranes with lower lifting capacity have been more than offset by sales of cranes with higher lifting capacity, particularly cranes with lifting capacity above 40 tons. Theunit sales of the higher capacity cranes have remained strong because they are being employed in sectors which have been thriving, principally oil and gas exploration and mining. To date our 45 and 50 ton cranes have faced competition from truck cranes but no significant competition from other boom truck manufactures. The boom truck has both an initial price advantage and a lower cost of operation.Company’s heavy equipment products.

Our gross profit as a percent of net sales decreased, declining 4.1%revenues increased by 3.5% to 14.7%21.6% for the three months ended September 30, 2008March 31, 2009 from 18.8%18.1% for the comparable 2007 period. An improvement inthree months ended March 31, 2008. Compared to the prior year the margins for forklift/specialized carriers hadcrane products improved slightly. This improvement is attributed to the effect of increasing total Company gross profitthe 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 by approximately 1%. This positive effect was more than offset by a decrease in gross profit percentof revenue for our crane products.forklift/specialized carrier products showed a significant improvement. The improvement in forklift/specialized carrier gross profitmargin percent is the resultdue to a weakening of recent restructuring activities and the elimination of start-up inefficiencies for the Noble product line (acquired on July 31, 2007 ) which we incurred last year. A strengthening Canadian dollar, in 2007 also had an adverse impact on the prior year margin percent for U.S. dollar sales.

The decrease in gross margin percent for crane product is primarily the result of increased material costs, which were not offset by sourcing materials from lower cost countries or by increases in the sale of cranes with higher lifting capacity (which have higher gross margins). Additionally, the increase in sale of chassis, which only have a small mark-up, had the impact of decreasing overall gross profit percent by 0.5%. The Company has instituted a 4 to 5% surcharge on cranes shipped starting in late October to offsetprice increases announced last year and restructuring activities that occurred during the recent increase in material price.

Restructuring expenses– The Company is currently evaluatingsecond half of 2008 and during the manufacturing processes at its Manitex Liftking facility. Our objective is to improve production efficiencies and to lower our costs. The review initiative, however, is still in the early stages and substantive benefits that may be derived are still in the future. An evaluation of the

current staffing has been completed. As result, the workforce was reduced by 26 employees to align the size of our workforce to our current production requirements. In connections with the reduction in force, the Company was required to pay terminated employees $0.2 million in severance, which has been included in operating expense and is shown in the income statement on a line entitled “restructuring expenses”.first quarter 2009.

Selling, general and administrative expense – Selling, general and administrative expense was $2.9 million for both the three months ended September 30, 2008 and 2007.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 September 30, 2008March 31, 2009 are comprised of corporate expense of $0.6$0.5 million and $2.3$1.8 million related to operating companies. Selling, general and administrative expense for the three months ended September 30, 2007March 31, 2008 are comprised of corporate expense of $0.8$0.9 million and $2.1$2.6 million related to operating companies.

Selling, general and administrative expense, excluding corporate expenses, increased $0.2decreased $0.8 million to $2.3$1.8 million for the three months ended September 30, 2008March 31, 2009 from $2.1$2.6 million for the comparable three month period in 2007.2008. 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 increasedecrease in selling, general and administrative expense is dueattributed to modest variances both favorableheadcount reductions of salaried and unfavorable on numerous lines itemshourly 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 net to a $0.2 million increase.125,000 professionals from around the world attended the show.

Corporate expenses decreased $0.2$0.4 million to $0.6$0.5 million for the three months ended September 30, 2008March 31, 2009 from the $0.8$0.9 million for the comparable 20072008 three month period. The decrease is principally attributeddue to lower legala 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 expenses. Legal expenses were higher in 2007 as they were incurred in conjunction with the SEC review of the S-3 Registration Statement, which was filed on December 21, 2006 and declared effective on September 7, 2007. Consulting expenses were higher in 2007 as arecruiting fees. An outside consultant was assistingused to assist the Company in meeting its initial year Sarbanes Oxley obligations.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 $0.9$0.5 million for the three months ended September 30, 2008March 31, 2009 was equivalent to 3.1%3.4% of net revenues compared to an operating income of $1.9$0.6 million for the three months ended September 30, 2007March 31, 2008 or 7.0%2.5% of net revenues. The decrease in operating income as percent of net revenues is due principally to the decrease in the Company’s gross profit percent.

Interest expense – Interest expense was $0.5$.0.4 million and $0.9$0.5 million for the three months ended September 30,March 31, 2009 and 2008, and 2007, respectively. The decrease in interest is due to a decrease in average outstanding debt for the three months ended September 30, 2008 versus the three months ended September 30, 2007 and lower interest rates. AlthoughTotal debt outstanding debt was $26.2decreased $1.2 million to $25.1 million at both September 30, 2008 and 2007, the average for the three months ended September 30, 2007 was considerable higher. On September 10, 2007, the Company closed a $9.0March 31, 2009 from $26.3 million private placement of its common stock. The Company’s net cash proceeds after fees and expenses were $8.2 million and were used to reduce the Company’s outstanding debt.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 7.75%5.25% at September 30, 2007March 31, 2008 to 5.00%3.25% at September 30, 2008. Due to the improved financial strength of the Company our bank has agreed to further lower the interest rate on our domestic line of credit from prime plus 0.75% to prime plus 0.25%. and on our the Canadian line from Canadian prime plus 2.0% to Canadian prime plus 1.5% for Canadian dollar borrowings.March 31, 2009

Foreign currency transaction lossAs a result of the currency losses incurred in the second quarter 2007, the Company investigated ways to mitigate future foreign currency risk. As a result, the Company began purchasing forward exchange contracts beginning in September of 2007. The Company endeavorsattempts 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. For the three months ended September 30, 2008, the Company had a foreign

Foreign currency transaction lossgains and losses net of $0.1 million which is net ofgains and losses on its forward currency exchange contracts gains and losses.

The foreign currency transaction lossare insignificant for the three months ended September 30 2007 was $0.2 million. The foreign currency loss was driven by the continuing unusual strengthening of the Canadian dollar duringMarch 31, 2009 and 2008.

Income tax (benefit) – Income taxes for the three months ended September 30, 2007, when the U.S.March 31, 2009 were $0.01 million compared to Canadian dollar exchange rate changed from .9404 to 1.0037. The Company issued a note payable for $2.6 million to the former ownertax benefit of Liftking Industries in connection with its acquisition, which is denominated in Canadian dollars. The Company recorded a foreign exchange loss of $0.2$(0.5) million for the three months ended September 30, 2007 related to this note. Additionally during the three months ended September 30, 2007, Manitex Liftking, our Canadian subsidiary, had significant sales which were denominated in US dollars and which on settlement generated or will generate a transaction loss of $0.2 million. A gain of $0.2 million on the forward currency exchange contracts held by the Company offsets the aforementioned transaction losses.

The exchange losses were principally incurred before the Company entered into the forward currency exchange contracts in early September 2007. The decision to enter into forward currency exchange contracts was the result of an investigation into methods that could be used to reduce foreign currency risk and was in response to the currency losses incurred in the second quarter 2007. Historically the USD / CDN$ exchange rate has not seen such volatility in a short time period and therefore, the Company had not previously taken any action to mitigate its foreign exchange exposures.

Income tax– The income tax expense for the three months ended September 30, 2008 was $0.03 million. The Company recorded an income tax benefit for the three months ended September 30, 2007 of $0.07 million. The provision for income tax for the three months ended September 30, 2008 consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes. For the three months ended September 30, 2007, the Company recorded a tax benefit of which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes. A benefit was recorded for the three months ended September 30, 2007 as the impact of lowering the effective tax rate from 27.4% to 9.3% more than offset the provision for income taxes on the quarter’s earnings.

Net income from continuing operations – Net income from continuing operations decreased $0.6 million to $0.3 million for the three months ended September 30, 2008 from $0.9 million for the three months ended September 30, 2007 for the reasons described above.

Discontinued operations of the Testing and Assembly Equipment segment for the three month periods ended September 30, 2007

The net loss from discontinued operations for the three months ended September 30, 2007 of $0.2 million is comprised of costs of sales of $0.2 million, operating expenses of $0.2 million offset by revenue of $0.2 million.

During the three month period ended September 30, 2007, the Company recorded a gain of $0.2 million related to closure or discontinuation of operations, which is principally related to gain on the sale of asset.

There was no activity related to discontinued operations for the three months ended September 30, 2008.

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Net Income for the nine month periods ended September 30, 2008 and 2007

The net income of $1.9 million reported for the nine month period ended September 30, 2008 consists of net income from continuing operations of $1.5 million, income from discontinued operations of $0.2 million and a gain on sale of discontinued operations of $0.2 million The Company reported a net income of $0.2 million for the nine months ended September 30, 2007, consisting of a net income from continuing operations of $1.4 million and a loss from discontinued operations of $(1.2) million and an expected loss on sale of discontinued operations of $(0.05) million.

Results of the continuing operations for the nine month periods ended September 30, 2008 and 2007

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,, restructuring expenses of $0.2 million, net interest expense of $1.5 million, and an income tax benefit of $(0.4) million.

For the nine months ended September 30, 2007, net income from continuing operations was $1.4 million, which consists of revenue of $79.7 million, cost of sales of $64.7 million, research and development costs of $0.6 million, SG&A costs excluding corporate expenses of $6.8 million, Corporate SG&A expenses of $2.7 million, net interest expense of $2.8 million , a foreign currency transaction loss of $0.7 million, other income of $0.1 million and income tax expense of $0.1 million.

Net Revenues and Gross Profit – For the nine months ended September 30, 2008, net revenues and gross profit were $78.5 million and $12.9 million, respectively. Gross profit as a percent of net revenues was 16.5% for the nine months ended September 30, 2008. For the nine months ended September 30, 2007, net revenues and gross profit were $79.7 million and $15.0 million, respectively. Gross profit as a percent of net revenues was 18.9% for the nine months ended September 30, 2007.

Net revenues decreased $1.1 million to $78.5 million for the nine months ended September 30, 2008 from $79.7 million for the comparable nine month period in 2007. The decrease in revenues is entirely due to a decrease in rough terrain forklift/specialized carrier product line revenues. The decrease in forklift/specialized carrier revenue is attributed to a decrease in military forklift and specialized carrier (transporter) sales offset by an increase in

commercial forklift sales. The increase in commercial sales is largely driven by the introduction of Noble rough terrain forklift product line. The Noble rough terrain product line was acquired on JulyMarch 31, 2007. The decrease in military and specialized carrier sales is attributable to timing of orders, which have historically fluctuated from period to period. Crane sales for the nine months ended September 30, 2008 were up approximately 4% from the same period in the prior year. The increase in crane sales is attributed to a 15% increase in part sales and a modest increase in crane sales (excluding chassis).

Our gross profit as a percent of net revenues decreased, declining 2.4% to 16.5% for the nine months ended September 30, 2008 from 18.9% for the comparable 2007 period. The decreases in the gross profit percent is attributed to lower margins for both the crane and forklift/specialized carriers product lines. The decrease in the gross margin percent for forklift/specialized carriers was approximately 0.5% more than it was for our crane products.

The forklift/specialized carrier product line margin as percentage of net revenue decreased due to a change in product mix and the negative impact that a stronger Canadian dollar had on our margins. Higher margin military and specialized carrier sales were down approximately 70% from the prior year. The margin percent on 2008 military sales was also lower than the prior year due to the impact of the stronger Canadian dollar. As indicated above the increase in commercial sales is largely attributed to Noble rough terrain forklifts sales. Noble product line margins for the first six months were below our typical margin levels, due to inefficiencies experienced in incorporating this new line and because these sales generally did not reflect an announced price increase. A restructuring initiative that occurred early in the third quarter and the elimination of start-up of inefficiencies for the Noble product line and weakening of the Canadian dollar that occurred in the third quarter of 2008 had a positive impact.

Through the second quarter 2008, increases in material prices were largely offset by increases in the sale of cranes with higher lifting capacity (which have higher gross margins), the benefit of sourcing materials from lower cost countries, a price increase that was instituted in mid year 2007 and an improvement in production efficiencies.

In June, the Company announced its annual price increases for all new orders received on or after July 1st. The Company continued to honor old prices on its existing backlog. As such, the benefit from the price increase was not expected to occur until late this year or early next.

Although we had seen material price increases over the first half of the year, these were not nearly of the magnitude that we saw starting late in the second quarter and into the third quarter. It became clear during the third quarter that these rapidly accelerating material price increases were going to adversely impact the Company’s margins. To offset the effect of the price increases, the Company has instituted a 4 to 5% surcharge on cranes shipped starting in late October.

Restructuring expenses– The Company is currently evaluating the manufacturing processes at its Manitex Liftking facility. Our objective is to improve production efficiencies and to lower our costs. The review initiative, however, is still in the early stages and substantive benefits that may be derived are still in the future. An evaluation of the current staffing has been completed. As result, the workforce was reduced by 26 employees to align the size of our workforce to our current production requirements. In connections with the reduction in force, the Company was required to pay terminated employees $0.2 million in severance, which has been included in operating expense and is shown in the income statement on a line entitled “restructuring expenses”.

Selling, general and administrative expense – Selling, general and administrative expense for the nine months ended September 30, 2008 was $9.4 million compared to$ 9.6 million for the comparable period in 2007. Selling, general and administrative expense for the nine months ended September 30, 2008 are comprised of corporate expense of $2.3 million and $7.1 million related to operating companies. Selling, general and administrative expense for the nine months ended September 30, 2007 are comprised of corporate expense of $2.7 million and $6.8 million related to operating companies.

Selling, general and administrative expense, excluding corporate expenses increased $0.3 million to $7.1 million for the nine months ended September 30, 2008 from $6.8 million for the comparable nine month period in 2007. The increase is principally due to an increase in selling expenses for our Manitex subsidiary. The increase is principally related to costs associated with participating 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. Modest variances in a number of other line items offset each other.

Corporate expenses decreased $0.4 million to $2.3 million for the nine months ended September 30, 2008 from $2.7 million for the comparable nine month period in 2007. The decrease is principally attributed to a decrease in consulting expenses and legal fees. Legal expenses were higher in 2007 as they were incurred in conjunction with

the SEC review of the S-3 Registration Statement, which was filed on December 21, 2006 and declared effective on September 7, 2007. Consulting expenses were higher in 2007 as a consultant was assisting the Company in meeting its initial year Sarbanes Oxley obligations.

Operating income – Operating income from continuing operations of $2.7 million for the nine months ended September 30, 2008 was equivalent to 3.4% of net revenues compared to an operating income of $4.9 million for the nine months ended September 30, 2007 or 6.1% of net revenues. The decrease in operating income as percentage of net revenues is primarily due to a decrease of 2.4% in the gross margin percentage. Restructuring charges in Manitex Liftking facility of $0.2 million accounted for approximately 0.3% of the decrease in operating income as a percentage of net revenues. A net decrease in research & development expense and selling, general & administrative expenses of $0.1 million offset the effect of a lower gross profit percent by approximately 0.1%.

Interest expense – Interest expense was $1.5 million and $2.8 million for the nine months ended September 30, 2008 and 2007, respectively. The decrease in interest is due to a decrease in average outstanding debt for the nine months ended September 30, 2008 versus nine months ended September 30, 2007 and lower interest rates. Although outstanding debt was $26.2 million at both September 30, 2008 and 2007, the average for the nine months ended September 30, 2007 was considerable higher. On September 10, 2007, the Company closed a $9.0 million private placement of its common stock. The Company’s net cash proceeds after fees and expenses were $8.2 million, and were used to reduce the Company’s outstanding debt. 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 7.75% at September 30, 2007 to 5.00% at September 30, 2008. Due to the improved financial strength of the Company our bank has agreed to further lower the interest rate on our domestic line of credit from prime plus 0.75% to prime plus 0.25%. and on our Canadian line from Canadian prime plus 2.0% to Canadian prime plus 1.5% for Canadian dollar borrowings.

Foreign currency transaction loss – As a result of the currency losses incurred in the second quarter 2007, the Company investigated ways to mitigate future foreign currency risk. As a result, the Company began purchasing forward exchange contracts beginning in September of 2007. The Company endeavors 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. For the nine months ended September 30, 2008, the Company had a foreign currency transactions loss of $0.1 million which is net of forward currency contracts gains and losses.

The foreign currency transaction loss for the nine months ended September 30, 2007 was $0.7 million. The foreign currency loss was driven by a historically unusual strengthening of the Canadian dollar during the six months ended September 30, 2007, when the U.S. to Canadian dollar exchange rate changed from .8674 to 1.0037. The Company has an acquisition note payable for $2.6 million to the former owner of Liftking Industries, which is denominated in Canadian dollars. The Company recorded a foreign exchange loss of $0.4 million for the nine months ended September 30, 2007 related to this note. Additionally during the nine months ended September 30, 2007, Manitex Liftking, the Company’s Canadian subsidiary, had significant sales which were denominated in U.S. dollars and which on settlement generated or will generate a transaction loss of $0.5 million. A gain of $0.2 million on the forward currency exchange currency contracts held by the Company offsets the aforementioned transaction losses.

The exchange losses were principally incurred before the Company entered into the forward currency exchange contracts in early September 2007. The decision to enter into forward currency exchange contracts was the result of an investigation into methods that could be used to reduce foreign currency risk and was in response to the currency losses incurred in the second quarter 2007. Historically the USD / CDN$ exchange rate has not seen such volatility in a short time period and the Company has not taken any action to mitigate its foreign exchange exposures

Income tax (benefit) – The income tax benefit for the nine months ended September 30, 2008 was $(0.4) million. The income tax expense for the nine months ended September 30, 2007 was $0.1 million. The 20082009 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 and a taxreceived. 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 examinationexamination. 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 increased $0.1 million to $1.5 million for the ninethree months ended September 30, 2008March 31, 2009 was $0.1 million. This compares with a net income from $1.4 millioncontinuing operations for the ninethree months ended September 30, 2007March 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 reasons described above.decrease in net income between the periods.

Discontinued operations of the Testing and Assembly Equipment segment for the ninethree month periods ended September 30,March 31, 2008 and 2007

For the ninethree months ended September 30,March 31, 2008, discontinued operations reported net income of $0.2 million as compared to a loss of $(1.2) million for the nine months ended September 30, 2007.million. Discontinued operations had income for the ninethree months ended September 30,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. The net loss from discontinued operations of $(1.2)

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 ninethree months ended September 30, 2007 is comprised of costs of sales of $1.6March 31, 2009 from $23.5 million and operating expensesfor the comparable period in 2008. Without the Schaeff acquisition revenues would have decreased $11.3 million, as Schaeff had revenues of $0.9 million offset by revenue of $1.4 million.

Duringfor the ninethree months ended September 30, 2007,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 established reserveshas 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 $0.1the 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 cover employee termination8.2% 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 and $0.2 million related to contracts terminations. Severance payments madeour restructuring efforts, the impact of price increases announced last year, and the strengthening of the Canadian dollar.

The segment was able to employees were offset againstdecrease its selling, general and administrative expenses nearly proportionally to the $0.1 million reserve. At September 30, 2007, the Company still had a $0.2 million reserve for contract termination. In the third quarter of 2007, the Company recorded a gain of $0.2 million related to closure or discontinuation of operations, which is principally related to gain on the sale of assets.decrease in revenues.

During the nine months ended September 30,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 reversedacquired the $0.2assets 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 reserve for terminationthe three months ended March 31, 2009. Revenues for the Equipment Distribution segment for the three months ended March 31, 2009 are depressed because of contracts, as itthe 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 determined that it was not needed.equivalent to (8.7)% of net revenues. The operating loss is attributed to depressed revenues.

Liquidity and Capital Resources

Cash and cash equivalents were $0.2$0.1 million at September 30, 2008March 31, 2009 compared to $0.6$0.4 million at December 31, 2007. 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 September 30, 2008,March 31, 2009, the Company had approximately $3.9$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 5.0%3.25% at September 30, 2008)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 1.2 to 1 Debt Service Coverage Ratio, also defined in the agreement. (Seerelated party receivables. See Note 1314 to our consolidated financial statements for a more detailedadditional information on the terms and conditions of our credit facilities)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 (CDN) million as of September 30, 2008.March 31, 2009. At September 30, 2008,March 31, 2009, the Company had approximately $1.5US $2.2 million available to borrow under this Canadian facility. This credit facility allows the Company to borrow in either US or Canadian dollars. Canadian dollar borrowings bearbears interest at Canadian prime rate plus 1.5% (Canadian prime was 4.75%2.5% at September 30, 2008. Any borrowings under the facility in US dollars bears interest at the US prime rate (prime was 5.00% at September 30, 2008) plus .25%March 31, 2009). For the purposes of determining availability under the credit line, borrowings in U.S. dollars are converted to Canadian dollar based on the most favorable spot exchange rate determined by the bank to be available to it at the relevant time.

The maximum amount outstanding is limited to the sum of (1) 80% of eligible receivables andplus (2) the lesser of 30% of eligible work-in-process inventory or CDN $500 plus (3) the lesser of 50% of eligible inventory less work-in-process inventory or CDN $2.5$3.0 million. The indebtedness is collateralized by substantially all of Manitex Liftking ULC’s assets. This credit facility matures on April 1, 2010.

At March 31, 2009, the Company has a $1.7 million note payable to a bank. The note payable to the bank was assumed in connection with the QVM acquisition. The note is due on April 1, 2010. The note has an interest rate of prime plus 1% until maturity. On the first day of each month, the Company is required to pay interest and to make a $0.05 million principal payment. The note is secured by substantially all the assets of the Company’s Manitex subsidiary.

In connection with the Company’s acquisition of Liftking Industries’, the Company issued a note payable to the seller for CDN $3.2 million, or approximately USD $3.0US $3.2 million. The note bears interest at the prime rate of interest charged by Comerica Bank for Canadian dollar loans plus 1%. The note requires quarterly principal payments of CDN $0.2 million plus interest commencing on April 1, 2007.2008. The note payable is collateralized bysubject to a second prioritygeneral security agreement which subordinates the seller’s security interest in substantially all of the assets of the Company’s Manitex Liftking subsidiary, which is subordinated to the security interest held byof the Company’s senior secured lender, Comerica Bank.credit facility, but shall otherwise rank ahead of the seller’s other secured creditors. The note has a remaining unpaid balance as of September 30, 2008March 31, 2009 of CDN $1.8$1.6 million or approximately US $1.3 million.

At September 30, 2008,March 31, 2009, the Company has a note payable to Terex Corporation for $1.8 million. The note which had an original principal amount of $2.0 Million, was issued in connection with the purchase of substantially all of the domestic assets of Crane & Machinery, Inc. and Schaeff Lift Truck, Inc.. The Company is required to make annual principal payments to Terex of $0.25 million commencing on March 1, 2009 and on each year thereafter through March 1, 2016. So long as the Company’s common stock is listed for trading on NASDAQ or another national stock exchange, the Company may opt to pay up to $0.15 million of each annual principal payment in shares of the Company’s common stock having a $2.0market value of $0.15 million calculated as set forth in the note. Accrued interest under the note is payable quarterly commencing on January 1, 2009.

On March 31, 2009, the Company has a $1.7 million note payable to Comerica Bank. This note was assumeda finance company. Under the floorplan agreement the Company may borrow up to $2.0 million for equipment financing and are secured by all inventory financed by or leased from the Lender and the proceeds therefrom. The terms and conditions of any loans, including interest rate, commencement date, and maturity date shall be determined by the Company in connection withLender upon its acquisitionreceipt of Manitex. This note bearsthe Company’s request for an extension of credit. The rate, however, may be increased upon the Lender giving five days written notice to the Company. Since the initial borrowing, the lender has agreed to several interest atrate reductions. At March 31, 2009, the interest rate of prime plus 1%on both borrowings was reduced to 7% and matures on April 1, 2010. Until June 30, 2008subsequently reduced to 6%. For twelve months, the Company was not required to make principal payments, but wasis only required to make interest payments, onfollowed by 48 equal monthly payments of principal and interest. As of March 31, 2009, approximately $0.1 million of the first daynote payable is classified as a short-term note. The loan may be repaid at anytime and is not subject to any prepayment penalty.

The Company has a twelve year lease which expires in April 2018 that provides for monthly lease payments of each month. Commencing on July 1, 2008,$0.07 million for its Georgetown, Texas facility. The lease has been classified as a capital lease under the provisions of FASB Statement No. 13. The capitalized lease obligation related to aforementioned lease as of March 31, 2009 is $4.4 million.

At March 31, 2009, the Company is also requiredhas two notes payable to makea bank with a total remaining principal balance of $0.4 million. The notes have fixed interest rates of 4.35% and 4.25%. The first note requires monthly principal paymentspayment of $0.05 million on$8 thousand and will be paid in full by August 2009. The second note requires monthly interest payment of $50 thousand and will be paid off by October 2009. The proceeds from the first daynotes were used to pay annual premiums for certain insurance policies carried by the Company. The holder of each month. The bankthe note has been granteda security interest in substantially allsuch insurance policies and has the assets of the Company’s Manitex subsidiary.

Subsequentright upon default to September 30, 2008 both the U.S.cancel these policies and the Canadian prime rates were lowered twice. The U.S. prime rate which was 5.0% at September 30, 2008 was lowered to 4.5% on October 8, 2008 and again to 4.0% on October 29, 2008. The Canadian prime rate which was 4.75% at September 30, 2008 was lowered to 4.25% on October 15,

2008 and again to 4.0% on October 22, 2008. Assuming interest rates are unchanged through December 31, 2008 and debt levels where the same as those outstanding at September 30, 2008 interest expense for the three months December 31, 2008 would decrease by approximately $0.04 million from the prior quarter.receive any unearned premiums.

The Company’s ability to meet its commitments and contractual obligations is dependent on the Company’s ability to either negotiate extensions of its current credit agreements, replace the existing credit agreements with a new credit agreement with acceptable terms or to raise additional equity or debt financing. There is no assuranceAs stated above, the Company has been notified by its lender that it has approved the renewal of both the Company’s 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 to finalize the necessary amendments. The Company expects that the Companyamendments will be successful in renegotiating its current credit facilities or consummating additional financing transactions.completed and executed before the end of the second quarter of 2009.

The Company needs cash to meet its working capital needs as the business grows, to acquire capital equipment, and to fund acquisitions and debt repayment. We intend to use cash flows from operations and existing availability under the current revolving credit facilities to fund anticipated levels of operations for approximately the next 12 months. We will likely need to raise additional capital through debt or equity financings to support our growth strategy, which may include additional acquisitions. There is no assurance that such financing will be available or, if available, on acceptable terms.

2009

Operating activities generated cash of $2.5 million for the three months ended March 31, 2009 comprised of net income of $0.1 million, non-cash items that totaled $0.6 million and changes in assets and liabilities, which generated $1.8 million. The principal non-cash items are depreciation and amortization of $0.6 million. A decrease in accounts receivable of $7.8 million was offset by increases in inventory of $0.3 million, an increase in prepaid expenses of $0.5 million and a decrease in accounts payable, accruals and other current liabilities of $4.3 million, $0.8 million and $0.2 million, respectively

The decrease in accounts receivable and accounts payable is due to the decrease in revenues. The increase in prepaid expenses is primarily related to an increase in the prepaid insurance balance. The prepaid balance has increased as payments were made in January 2009 for insurance policies that renewed on December 30, 2008. The decrease in accrued expense is due to a lower balance in reserves for several items, including vacation, warranty and commissions. The decreases are attributed to lower revenues and reductions in the workforce. The decrease in other current liabilities is due to a decrease in customer deposits.

Cash flows related to investing activities were immaterial for the three months ended March 31, 2009.

Financing activities consumed $2.7 million in cash for the three months ended March 31, 2009. A decrease in borrowings under the Company’s credit facilities, note payments, and capital lease payments consumed $3.0 million, $0.6 million and $0.1 million of cash, respectively. The reduction in borrowing under the credit facilities and notes payment was offset by $0.9 million in new borrowings. During the quarter ended March 31, 2009, note payments of $0.2 million, $0.2 million $0.1 million and $0.1 were made on the Liftking Industries note, notes to finance insurance premiums, the Terex note and the term loan. During the quarter ended March 31, 2009, the Company borrowed $0.5 million to finance insurance premiums and $0.4 million under the floorplan financing agreement to finance the purchase of a crane.

2008

Operating activities consumed cash of $2.6$1.7 million for the ninethree months ended September 30,March 31, 2008. Net income of $1.9$0.7 million and non-cash items that totaled $1.2$0.1 million were offset by changes in assets and liabilities, which consumed $5.6$2.4 million. The principal non-cash items are depreciation and amortization of $1.5$0.5 million and stock based deferred compensation of $0.2$0.1 million which is offset by $0.5 increase in a deferred tax asset. An increase in accounts receivable of $2.9$0.3 million, an increase in inventory of $5.5$2.3 million, an increase in prepaid expenses of $0.2 million and a decrease in accruals of $1.5$0.8 million in total consumed $9.9$3.6 million of cash. Discontinued operations consumed an additional $0.1 million of cash, the result of the reversal of accrual for contract terminations. Other changes, principally an increase in accounts payable of $4.2$1.0 million generated cash of $4.4$1.2 million.

The increase in accounts receivableinventory is due toprincipally split between an increase in sales between the third quarter 2008raw materials and fourth quarter 2007 of $1.3 million and because days outstanding has increased by approximately two days. Thean increase in inventory (including the impact that changes in foreign currency exchange rates has on inventory at our Canadian subsidiary) is related to increases of $2.4 million, $0.2 million and $2.9 million for raw materials, work in process and finished goods, respectively.goods. Certain raw materials have long lead time. Raw material inventory increased as delivery dates on certain customer orders were delayed and materials for these orders were already in house or on order. The raw material inventory on hand on September 30, 2008 has also increased as a result of recent supplier price increases. Although the Company builds nearly all of its cranes against firm customer orders, it has and continues to build a few lower capacity cranes as well as sky cranes for stock. Traditionally these cranes have sold from inventory shortly after they were completed. The period to sell stock cranes has lengthened and as a result this inventory has increases since December 31, 2007. The Company also includes inventories of bare chassis as a component of finished goods. The chassis inventory has increased approximately $1.3 million as the number of chassis in inventory has increased. The Company builds cranes on chassis supplied by the customer or by the Company. The increase in chassis inventory is largely the result of a substantial sales increase to a particular distributor, who has elected to have Manitex supply the chassis. The Company expects the chassis inventory to decline substantially in the fourth quarter.house. The Company is also reducingcurrently building a specialized

piece of equipment with a long lead time. As a result, work in process has increase significantly, which is a significant factor in the number of cranes it is building for stock to further reduce inventory levels.

total increase in work in process and finished goods. The decrease in accrued expenses is related to a decrease in accrued bonuses of $1.0,and accrued product liability of $0.3 million and accrued warranty of $0.2 million. The accrual for bonuses decreased asliability. Certain bonuses accrued at December 31, 2007 were paid during the first quarter and because the provision for 2008 bonuses is significantly lower than the prior year provision.quarter. The decrease in accrued product liability is principally the result of making settlement payments against amounts which were also accrued at December 31,31. 2007. The decrease in accrued warranty is in part due to benefits derived from new quality improvement process instituted during the year. As a result defects are prevented or are identified and corrected before shipment occurs and which in turn lowers warranty expenses. Additionally, a disputed warranty claim which was previously accrued for $0.1 million was settled and paid. The increase in accounts payable is duerelated to both anthe increase in raw material inventory purchases and an increase in accounts payable days outstanding.purchases.

Cash flows related to investing activities consumed $0.3 millionwere not significant for the ninethree months ended September 30,March 31, 2008. Capital expenditures of $0.4 million were offset by proceeds on the sale of fixed assets of $0.1 million. During the nine months the Company purchased and installed consolidation software which cost $0.1 million. In addition, a number of fixed assets, none of which were individually significant, were purchased.

Financing activities generated $2.4$1.4 million in cash for the ninethree months ended September 30,March 31, 2008. An increase of $4.0$1.8 million in borrowings under the Company’s credit facilities was a source of cash. The increase borrowings were offset by note payments and a reduction of capital lease obligations that totaled $1.5 million.

2007

Operating activities generated cash of $0.4 million for the nine months ended September 30, 2007. Net income of $0.2 million and non-cash items that totaled $2.0 million both sources of cash were partially offset by changes in assets and liabilities, which consumed $1.9 million. The principal non-cash items are depreciation and amortization of $1.6 million and an increase in inventory reserves of $0.4 million. An increase in accounts receivable of $1.1 million, a decrease in accounts payable of $2.9 million, an increase in prepaid expense of $0.2 million and a decrease in other current liabilities of $0.4 million, in total consumed $4.6 million of cash. A decrease in inventory of $1.9 million (excluding inventory acquired in the Noble Product Line acquisition) and an increase in accrued expense of $0.8 million generated cash of $2.5 million. The increase in accounts receivable is the result of higher sales in the third quarter of 2007 versus the fourth quarter of 2006.

The decrease in inventory is principally related to a decrease in inventory at Manitex Liftking. Manitex Liftking had acquired inventory at year end to support the manufacture a number of large transporters, which were shipped during the second quarter. Although a decrease in inventory contributed to the decrease in accounts payable, the more significant cause for the decrease relates to the timing of payments. An improved cash position, allowed the Company to pay its vendors more promptly.

Investing activities generated $1.1 million for the nine months ended September 30, 2007, which principally represents the proceeds from sale of the assets of the discontinued Testing and Assembly Equipment segment. The acquisition of Noble Product Line “(Noble”) assets was a non-cash transaction, in which the Company acquired the Noble assets in exchange for the forgiveness of $4.2 million that GT Distribution owed the Company. As a non-cash transaction, the assets acquired and the forgiveness of the liability are both excluded from the cash flow statement. See Note 4 to the consolidated financial statements.

Financing activities consumed $0.8 million in cash for the nine months ended September 30, 2007. An increase of $0.8 million in borrowings under the Company’s credit facilities, $1.9 million from the exercise of warrants and $8.3 million from the issuance of stock and warrants generated $11.0 million of cash. Total debt was reduced by $11.8 million as the note payable to the bank was reduced by $11.5 million along with a decrease in capital lease obligations of $0.3 million. The $10.1 million from exercise of warrants and the issuance of stock and warrants and the $1.1 million of proceeds received on the sale of assets of discontinued operations were the principal sources of funds used to pay down the bank note.

Contingencies

The Company is involved in various legal proceedings, including product liability and workers’ compensation matters which have arisen in the normal course of operations. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company. However, the Company does not believe that these contingencies, in aggregate, will have a material adverse effect on the Company.

Related Party Transactions

For a description of the Company’s related party transactions, please see Note 1517 to the Company’s consolidated financial statements entitled “Transactions between the Company and Related Parties.”

Critical Accounting Policies

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, 2007,2008, for a discussion of the Company’s other critical accounting policies.

Impact of Recently Issued Accounting Standards

In September 2006, the FASB issued Statement of Financial Accounting StandardsSFAS No. 157, “Fair Value Measurements” which is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. This statementMeasurements.” SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. SFAS 157 also expands financial statement disclosures about fair value measurements. On February 12, 2008, the FASB issued FASB Staff Position (FSP) 157-2 which delays the effective date of SFAS 157 for one year, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FAS 157 and FSP 157-2 are effective for financial statements issued for fiscal years beginning after November 15, 2007. We have elected a partial deferral of SFAS 157 under the provisions of FSP 157-2 related disclosure requirements. Onto the measurement of fair value used when evaluating goodwill, other intangible assets and other long-lived assets for impairment and valuing asset retirement obligations and liabilities for exit or disposal activities. The impact of partially adopting SFAS 157 effective January 1, 2008 was not material to our consolidated financial statements. The remaining provisions of SFAS No. 157 waswere adopted by the Company.on January 1, 2009. The adoption of the Statement did not have a material impact on its financial position, results of operations or cash flows.our Consolidated Financial Statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-anPlans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158). This statement requires balance sheet recognition of the over funded or under funded status of pension and postretirement benefit plans. Under SFAS 158, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in Accumulated Other Non-Shareowners’ Changes in Equity, net of tax effects, until they are amortized as a component of net periodic benefit cost. In addition, the measurement date, the date at which plan assets and the benefit obligation are measured, is required to be the company’s fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. On January 1, 2007, the Company adopted SFAS No. 158, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. On January 1, 2008, the Company adopted the measurement date provisions. The adoption of the Statement did not have a material impact on its financial position, results of operations or cash flows.

The FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115” (“SFAS No. 159”) in February 2007. SFAS No. 159 permits a company to choose to measure many financial instruments and other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing a company with the opportunity to mitigate volatility in

reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. A company shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. On January 1, 2008, the Company adopted SFAS No. 159. The adoption of the Statement did not have a material impact on its financial position, results of operations or cash flows.

In June 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” (“EITF 06-11”). EITF 06-11 requires companies to recognize a realized income tax benefit associated with dividends or dividend equivalents paid on nonvested equity-classified employee share-based payment awards that are charged to retained earnings as an increase to additional paid-in capital. EITF 06-11 was adopted on January 1, 2008. The adoption of EITF 06-11 did not have a material impact on our Consolidated Financial Statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“Statement No. 160”). Statement No. 160 requires (i) that noncontrolling (minority) interests be reported as a component of shareholders’ equity, (ii) that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statement of operations, (iii) that changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, (iv) that any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value, and (v) that sufficient disclosures are provided that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. Statement No.��160 is effective for annual periods beginning after December 15, 2008 and should be applied prospectively. However, the presentation and disclosure requirements of the statement shall be applied retrospectively for all periods presented. We are currently assessingOn January 1, 2009, the impactCompany adopted SFAS No. 160. The adoption of SFAS No. 160 willdid not have a material impact on our consolidated financial statements.Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R continues to require the purchase method of accounting to be applied to all business combinations, but it significantly changes the accounting for certain aspects of business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific acquisition related items including: (1) expensing acquisition related costs as incurred; (2) valuing noncontrolling interests at fair value at the acquisition date; and (3) expensing restructuring costs associated with an acquired business. SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We expectOn January 1, 2009, the Company adopted SFAS 141RNo. 141R. There was no impact upon adoption, and its effects on future periods will have an impactdepend on our accounting for futurethe nature and significance of business combinations oncesubject to this statement.

In April 2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, “Business Combinations”, which was superseded by SFAS No. 141(R) (see previous paragraph). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. This FSP was adopted buteffective January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the effect is dependent upon the acquisitions that are made in the future.nature and significance of business combinations subject to this statement.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – Activities—An Amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 seeks to improve financial reporting for derivative instruments and hedging activities by requiring enhanced disclosures regarding the impact on financial position, financial performance, and cash flows. To achieve this increased transparency, SFAS 161 requires (1) the disclosure of the

fair value of derivative instruments and gains and losses in a tabular format; (2) the disclosure of derivative features that are credit risk-related; and (3) cross-referencing within the footnotes. SFAS No. 161 will be effective for fiscal years that begin after November 15, 2008. We are inOn January 1, 2009, the processCompany adopted SFAS No. 161. The adoption of evaluating the new disclosure requirements under SFAS 161.No. 161 did not have a material impact on our Consolidated Financial Statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, Determination of the Useful Life of Intangible Assets. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early. On January 1, 2009, the Company adopted FAS No. 142-3. The adoption is prohibited. The Company is in the process of determining theFAS No. 142-3 did not have a material impact of adopting this new accounting position on its consolidated financial position.our Consolidated Financial Statements.

In May 2008, the FASB issued FASBSFAS statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States. Any effect of applying the provisions of this Statement shall be reported as a change in accounting principle in accordance with FASB statement No. 154, “Accounting Changes and Error Corrections.” The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement will have an impact on its results of operations, financial position and cash flows. The adoption of FSAS No. 162 did not have an impact on its results of operations, financial position and cash flows.

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP. Early application of this FSP is prohibited. On January 1, 2009, the Company adopted EITF 03-6-1. The Company is currently evaluating the impactadoption of EITF 03-6-1 but doesdid not expect the adoption of this pronouncement will have ana material impact on its results of operations, financial position and cash flows.our Consolidated Financial Statements.

In October 2008, the FASB issued FASB Staff Position No. 157-3,Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (“FSP No. 157-3”), to provide guidance on determining the fair value of financial instruments in inactive markets. FSP No. 157-3 became effective for the Company upon issuance, and had no material impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a “simplified” method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company will continue to assess the impact of SAB 110. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

December 2008, the FASB issued EITF Issue No. 08-6, “Equity Method Investment Accounting Consideration,” effective for fiscal years beginning after December 15, 2008. EITF Issue No. 08-6 requires an equity method investor to account for its initial investment at cost and shall not separately test an investee’s underlying indefinite-lived intangible assets for impairment. It also requires an equity method investor to account for share issuance by an investee as if the investor had sold a proportionate share of its investment. The resulting gain or loss shall be recognized in earnings. On January 1, 2009, the Company adopted EITF 08-6. The adoption of EITF 08-6 did not have a material impact on our Consolidated Financial Statements.

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. The Company does not expect the adoption of this FSP will have an impact on its results of operations, financial position and cash flows.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments”. The guidance applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entity’s management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts

(recorded in other comprehensive income). This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. The Company does not expect the adoption of this FSP will have an impact on its results of operations, financial position and cash flows

In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the FSP and if necessary will include any additional required disclosures in its quarter ending June 30, 2009.

Off-Balance Sheet Arrangements

None.

Item 3—Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to various market risks as a part of its operations, and the Company anticipates that this exposure will increase as a result of its planned growth. In an effort to mitigate losses associated with these risks, the Company may at times enter into derivative financial instruments. These may take the form of forward sales contracts, option contracts, foreign currency exchange contracts and interest rate swaps. In September 2007, the Company first started to enter into forward currency exchange contracts to reduce foreign currency risks. The Company does not, and does not intend to, engage in the practice of trading derivative securities for profit.

Interest Rates — The Company is exposed to market risks relating to changes in interest rates. The Company’s credit facility allows for borrowings based on the prime rate, the Eurodollar rate or a base rate. The interest rate incurred by the Company is based on these rates plus a premium. If these rates rise, the Company’s interest expense will increase accordingly.

Interest Rate Changes — The Company’s debt agreements allow for borrowings based on the primePrime rate, Eurodollar rate or a base rate. The interest rate incurred by the Company is based on these rates plus a premium. If these rates rise, the Company’s interest expense will increase accordingly. The effect of a 10% interest rate increase on all outstanding variable interest debt for theThe Company would have been an increase in annual interest expense of approximately $120.$73.

Foreign Exchange Risk — The Company is exposed to fluctuations in the exchange rates principally of Canadian dollars and Euros which affectseffects cash flows related to third party purchases and sales, intercompany product shipments and intercompany loans. The Company is also exposed to fluctuations in the value of foreign currency investment in the Company’s Canadian subsidiary and cash flows related to repatriation of this investment. Additionally, the Company is exposed to volatility in the translation of foreign currency earnings to U.S. Dollars from Canadian dollars.

At September 30, 2008,March 31, 2009, the Company had entered into a series of forward currency exchange contracts. The contracts obligate the Company to purchase approximately CDN $3.0 million$2,400 in total. The contracts which are in various amounts mature between October 1, 2008April 2, 2009 and December 31, 2009. Under the contracts,contract, the Company will purchase Canadian dollars at exchange rates between .9396.7887 and .9587..9587 The Canadian to U.S.US dollar exchange raterates was .9397.7928 at September 30, 2008.March 31, 2009. The Company attempts to purchases forward currency exchange contracts in relationship so that gains and losses on its forward currency exchange contracts offsetoffsets exchange gains and losses on its on the assets and liabilities denominated in other than the reporting units’ functional currency. Forward exchange currency exchange contracts, if not offset by existing foreign currency positions, will result in the recognition of gains and loss which are not offset.

At September 30, 2008,March 31, 2009, the forward contracts held by the Company had a liabilitymarket value of $48 related to the forward currency exchange contracts it held.approximately $(256). Fair value of the forward currency exchange contracts are determined on the last day of each reporting period using quoted prices in active markets, which are supplied to the Company by the foreign currency trading operation of its bank. During the ninethree months ended September 30,March 31, 2009 and 2008, the Company has recorded a realized lossgains (losses) of approximately $22 thousand$(64) and an$25 and unrealized losslosses of approximately $207 thousand$(26) and $(185) related to forward currency exchange contracts. During the three months ended September 30, 2008, the Company has recorded a realized loss of approximately $2 thousand and an unrealized loss of approximately $104 thousand related to forward currency exchange contracts. Both realized and unrealized gains and losses related to forward currency exchange contracts are included in current earnings and are reflected in the Statement of Operations in the other income expense section on the line tiled foreign currency transaction losses.

For the three months ended March 31, 2009 and 2008, the net loss of $(90) and $(160) related the forward currency contracts purchased by the Company is substantially offset by transaction currency gains of $80 and $151 for the three months ended March 31, 2009 and 2008, respectively. The Company hadnet foreign currency losses net of gains and loss on forward currency contracts of $0.1 million and $0.2 million, respectively and $0.1 and $0.7 for the nine months ended SeptemberMarch 31, 2009 and 2008 are $(10) and 2007,$(9), respectively. The losses for 2007 were largely incurred before the Company started purchasing forward currency exchange contracts to mitigate its risk.

Item 4—4T—Controls and Procedures

Disclosure Controls and Procedures

The Company under the supervision and with the participation of management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2008March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1—Legal Proceedings

The Company is involved in various legal proceedings, including product liability and workers’ compensation matters which have arisen in the normal course of operations. The Company has product liability insurance with self insurance retention that ranges from $50 thousand to $1 million. Certain cases are at a preliminary stage, and it is not possible to estimate the amount or timing of any cost to the Company. However, the Company does not believe that these contingencies, in the aggregate, will have a material adverse effect on the Company. 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 or the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur.

Item 1A—Risk Factors

The Company’s critical risk factors can be found in the Company’s most recent Annual Report on Form 10-K filed with the SEC. No material changes in such risk factors have occurred, except as set forth below.

Provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, Amended and Restated Bylaws, and Rights Agreement may discourage or prevent a takeover of the Company.

Provisions of the Company’s Articles of Incorporation and Amended and Restated Bylaws, Michigan law, and the Rights Agreement, dated October 17, 2008, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, could make it more difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial to you. These provisions could discourage potential takeover attempts and could adversely affect the market price of the Company’s shares. Because of these provisions, you might not be able to receive a premium on your investment. These provisions:

authorize the Company’s Board of Directors, with approval by a majority of its independent Directors but without requiring shareholder consent, to issue shares of “blank check” preferred stock that could be issued by the Company’s Board of Directors to increase the number of outstanding shares and prevent a takeover attempt;

limit our shareholders’ ability to call a special meeting of the Company’s shareholders;

limit the Company’s shareholders’ ability to amend, alter or repeal the Company bylaws;

may result in the issuance of preferred stock, which would significantly dilute the stock ownership percentage of certain shareholders and make it more difficult for a third party to acquire a majority of the Company’s outstanding voting stock; and

restrict business combinations with certain shareholders.

The provisions described above could prevent, delay or defer a change in control of the Company or its management.

Some of our customers rely on financing to purchase our products.

A significant portion of our sales are financed through financial institutions. The availability of financing is affected by general economic conditions, the credit worthiness of our customers and the estimated residual value of our equipment. Deterioration in the credit quality of our customers or the estimated residual value of our equipment could negatively impact the ability of our customers to obtain the resources they need to make purchases of our

equipment. Given the current economic conditions and the lack of liquidity in the global credit markets, there can be no assurance that financial institutions will continue to extend credit to our customers or their customers as they have in the past. Given the lack of liquidity, our customers may be compelled to sell their equipment at less than fair value to raise cash, which could have a negative impact on residual values of our equipment. These economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results.

Price increases in some materials could affect our profitability.

We use large amounts of steel and other items in the manufacture of our products. Recently, market prices of some of our key raw materials have increased significantly. We have experienced significant increases in material costs including steel, which have increased our expenses. If we are not able to reduce product cost in other areas or pass future raw material price increases on to our customers, our margins could be adversely affected.

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

On October 19, 2006,6, 2008, the Company entered into a Purchase Agreement with LiftKing Industries Inc., LiftKing Incorporated, Mark Aldrovandi, and Louis Aldrovandi pursuant to whichissued its $2.0 million promissory note in favor of Terex Corporation (the “Term Note”). Under the Term Note, the Company purchased allis obligated to make annual principal payments to Terex of $250,000 commencing on March 1, 2009 and on each year thereafter through March 1, 2016. So long as the operating assets of LiftKing Industries Inc. for, among other things, 266,000 exchangeable shares ofCompany’s common stock is listed for trading on NASDAQ or another national securities exchange, the Company may opt to pay up to $150,000 of Manitex LiftKing, ULC, which were exchangeable for 266,000each annual principal payment in shares of the Company’s common stock. In Septemberstock having a market value of 2008, LiftKing Industries Inc. notified$150,000. For purposes of the foregoing provision, the market value of each share of common stock of the Company that it intended to exchange its 266,000 shares of Manitex LiftKing, ULC for 266,000 sharesshall be the average of the Company’s common stock. Accordingly,closing prices on September 16, 2008,NASDAQ as reported in The Wall Street Journal (national edition) (or if not reported thereby, any other authoritative source) for the twenty (20) consecutive trading days ending on the trading day immediately prior to the date of such payment (the “Market Value”). Pursuant to the foregoing provision, the Company issued 266,000147,059 shares of its common stock to LiftKing Industries Inc.Terex on March 1, 2009, in exchange forlieu of $150,000 of the 266,000principal payment on the Term Note owed to Terex on such date. The shares of Manitex LiftKing, ULC that were originallycommon stock issued to Terex had a Market Value of $1.02 per share based on the above-described formula contained in connection with the Purchase Agreement.Term Note.

The shares issued to LiftKing Industries Inc.Terex were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws, as there was no public offering. In support of those exemptions from registration, we relied on representations of Terex that it is an “accredited investors” as defined in Rule 501 of Regulation D and acquired the securities for its own account and not for distribution to others.

The Company’s credit agreement with Comerica Bank directly restricts the Company’s ability to declare or pay dividends without Comerica’s consent. In addition, pursuant to the Company’s credit agreement with Comerica, the Company must maintain a minimum tangible effective Net Worth and a Debt Service Coverage Ratio,net worth, as they are defined in the credit agreement. This tangible net worth requirement takes into account dividends paid to the Company’s shareholders. Therefore, in determining whether the Company can pay dividends, or the amount of dividends that may be paid, the Company will also have to consider whether the payment of such dividends will allow the Company to maintain the tangible net worth requirement in the Company’s credit agreement.

Item 3—Defaults Upon Senior Securities

Not applicable.

Item 4—Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5—Other Information

Not applicable.

Item 6—Exhibits

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

EXHIBIT INDEX

 

Incorporated by ReferenceFiling
Date
Filed
Herewith

Exhibit
Number

 

Exhibit Description

  Exhibit No.
10.1Floorplan and Security Agreement between Manitex International, Inc. and HCA Equipment Finance LLC, dated December 15, 2008, together with the form of Extension of Credit, which is attached as Exhibit A thereto, and the Addendum to Floorplan and Security Agreement, dated January 20, 2009(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2009)  File No.Exhibit No.

  3.1

Articles of Incorporation, as amendedX

10.2

Advance Formula Agreement, dated January 26, 2009, made by Manitex LiftKing, ULC in favor of Comerica Bank(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 28, 2009).

31.1

 Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  X

31.2

 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  X

32.1

 Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.  X

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.

 

NovemberMay 13, 20082009 By: 

/s/ David J. Langevin

  David J. Langevin
  

Chairman and Chief Executive Officer

(Principal Executive Officer)

NovemberMay 13, 20082009 By: 

/s/ David H. Gransee

  David H. Gransee
  

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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