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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2008

OR



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

For the transition period from  to

Commission File Number: 001-32401





MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its
Charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Michigan                                                       |  | 42-1628978                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)

7402 W. 100thPlace, Bridgeview, Illinois 60455

(Address of Principal
Executive Offices)

(Zip Code)

(708) 430-7500

(Registrants Telephone Number, Including Area Code)

Veri-tek International, Corp.

(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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See 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 August 4, 2008 was 10,021,569.









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MANITEX INTERNATIONAL, INC.

FORM 10-Q INDEX

TABLE OF CONTENTS



|                              |  |         |  |                                                                                                                          |  |   
|----------------------------- |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --
|PART I: FINANCIAL INFORMATION |  |        
|                              |  |         | 
|                              |  | ITEM 1: |  | FINANCIAL STATEMENTS                                                                                                     |  |   
|                              |  |         |  | Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007                                        |  | 3 
|                              |  |         |  | Consolidated Statements of Operations (unaudited) for the Three Month and Six Month Periods Ended June 30, 2008 and 2007 |  | 5 
|                              |  |         |  | Consolidated Statements of Cash Flows (unaudited) for the Six Month Periods Ended June 30, 2008 and 2007                 |  | 6 
|                              |  |         |  | Notes to Consolidated Financial Statements (unaudited)                                                                   |  | 7 
|                              |  |         | 
|                              |  | ITEM 2: |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                    |  | 22
|                              |  |         | 
|                              |  | ITEM 3: |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK                                                               |  | 32
|                              |  |         | 
|                              |  | ITEM 4: |  | CONTROLS AND PROCEDURES                                                                                                  |  | 33
|                              | 
|PART II: OTHER INFORMATION    |  |        
|                              |  |         | 
|                              |  | ITEM 1: |  | LEGAL PROCEEDINGS                                                                                                        |  | 33
|                              |  |         | 
|                              |  | ITEM 2: |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
 PROCEEDS                                                             |  | 34
|                              |  |         | 
|                              |  | ITEM 3: |  | DEFAULTS UPON SENIOR SECURITIES                                                                                          |  | 34
|                              |  |         | 
|                              |  | ITEM 4: |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                      |  | 34
|                              |  |         | 
|                              |  | ITEM 5: |  | OTHER INFORMATION                                                                                                        |  | 34
|                              |  |         | 
|                              |  | ITEM 6: |  | EXHIBITS                                                                                                                 |  | 34



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PART 1  FINANCIAL INFORMATION

Item 
1 Financial Statements

Manitex International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

(In thousands, except for per
share amounts)



|                                                                                                   |  |               |         |   |                   |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                   |  | June 30, 2008 |         |   | December 31, 2007 |  
|                                                                                                   |  | Unaudited     |         |   |                   |  
|ASSETS                                                                                             |  |               |         |   |                   |   |         |  
|Current assets                                                                                     |  |               |         |   |                   |   |         |  
|Cash                                                                                               |  | $             | 998     |   |                   | $ | 569     |  
|Trade receivables (net)                                                                            |  |               | 17,299  |   |                   |   | 16,548  |  
|Other receivables                                                                                  |  |               | 186     |   |                   |   | 226     |  
|Inventory (net)                                                                                    |  |               | 19,585  |   |                   |   | 16,048  |  
|Deferred tax asset                                                                                 |  |               | 715     |   |                   |   | 715     |  
|Prepaid expense and other                                                                          |  |               | 1,080   |   |                   |   | 762     |  
|Current assets of discontinued operations                                                          |  |               | 40      |   |                   |   | 172     |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Total current assets                                                                               |  |               | 39,903  |   |                   |   | 35,040  |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Total fixed assets (net)                                                                           |  |               | 5,719   |   |                   |   | 5,778   |  
|Intangible assets (net)                                                                            |  |               | 20,494  |   |                   |   | 21,352  |  
|Deferred tax asset                                                                                 |  |               | 4,451   |   |                   |   | 3,940   |  
|Goodwill                                                                                           |  |               | 14,177  |   |                   |   | 14,065  |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Total assets                                                                                       |  | $             | 84,744  |   |                   | $ | 80,175  |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                               |  |               |         |   |                   |   |         |  
|Current liabilities                                                                                |  |               |         |   |                   |   |         |  
|Current portion of long-term debt                                                                  |  | $             | 1,385   |   |                   | $ | 807     |  
|Notes payableshort term                                                                           |  |               | 160     |   |                   |   | 82      |  
|Current portion of capital lease obligations                                                       |  |               | 254     |   |                   |   | 281     |  
|Accounts payable                                                                                   |  |               | 12,919  |   |                   |   | 9,543   |  
|Accrued expenses                                                                                   |  |               | 2,742   |   |                   |   | 4,408   |  
|Other current liabilities                                                                          |  |               | 626     |   |                   |   | 486     |  
|Current liabilities of discontinued operations                                                     |  |               | 15      |   |                   |   | 265     |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Total current liabilities                                                                          |  |               | 18,101  |   |                   |   | 15,872  |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Long-term liabilities                                                                              |  |               |         |   |                   |   |         |  
|Line of credit                                                                                     |  |               | 16,450  |   |                   |   | 14,191  |  
|Deferred tax liability                                                                             |  |               | 4,655   |   |                   |   | 4,655   |  
|Notes payable                                                                                      |  |               | 2,906   |   |                   |   | 5,211   |  
|Capital lease obligations                                                                          |  |               | 4,292   |   |                   |   | 4,422   |  
|Deferred gain on sale of building                                                                  |  |               | 3,739   |   |                   |   | 3,930   |  
|Other long-term liabilities                                                                        |  |               | 234     |   |                   |   | 184     |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Total long-term liabilities                                                                        |  |               | 32,276  |   |                   |   | 32,593  |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Total liabilities                                                                                  |  |               | 50,377  |   |                   |   | 48,465  |  
|                                                                                                   |  |               |         |   |                   |   |         |  
|Commitments and contingencies                                                                      |  |               |         |   |                   |   |         |  
|Minority interest                                                                                  |  |               | 1,024   |   |                   |   | 1,024   |  
|Shareholders equity                                                                               |  |               |         |   |                   |   |         |  
|Common Stockno par value, Authorized, 20,000,000 shares authorized                                |  |               |         |   |                   |   |         |  
|Issued and outstanding, 10,021,569 and 9,809,340 June 30, 2008 and December 31, 2007, respectively |  |               | 42,993  |   |                   |   | 41,915  |  
|Warrants                                                                                           |  |               | 1,788   |   |                   |   | 1,788   |  
|Paid in capital                                                                                    |  |               | 190     |   |                   |   | 72      |  
|Accumulated deficit                                                                                |  |               | (12,488 | ) |                   |   | (14,094 | )
|Accumulated other comprehensive income                                                             |  |               | 860     |   |                   |   | 1,026   |  
|                                                                                                   |  |               |         |   |                   |   |         |  



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|                                           |  |               |        |                   |   |        |  
|------------------------------------------ |  | ------------- | ------ | ----------------- | - | ------ | -
|                                           |  | June 30, 2008 |        | December 31, 2007 |  
|Sub-total                                  |  |               | 33,343 |                   |   | 30,707 |  
|Less: Unearned stock based compensation    |  |               |       |                   |   | (21    | )
|                                           |  |               |        |                   |   |        |  
|Total shareholders equity                 |  |               | 33,343 |                   |   | 30,686 |  
|                                           |  |               |        |                   |   |        |  
|Total liabilities and shareholders equity |  | $             | 84,744 |                   | $ | 80,175 |  
|                                           |  |               |        |                   |   |        |  

The accompanying notes are an integral part of these financial statements



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Manitex International, Inc. and Subsidiaries

Consolidated Statement of Operations

(In thousands, except for per
share amounts)



|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ---------- | - | ------------------------ | - | --------- | --------- |  | - | ---------- | - |  | - | --------- | -
|                                                                                                                                                                                                                                           |  | Three Months EndedJune 30, |            |   | Six Months EndedJune 30, |  
|                                                                                                                                                                                                                                           |  | 2008                       |            |   | 2007                     |   |           | 2008      |  |   | 2007       |  
|                                                                                                                                                                                                                                           |  | Unaudited                  |            |   | Unaudited                |   |           | Unaudited |  |   | Unaudited  |  
|Net revenues                                                                                                                                                                                                                               |  | $                          | 26,460     |   |                          | $ | 29,951    |           |  | $ | 50,007     |   |  | $ | 53,089    |  
|Cost of Sales                                                                                                                                                                                                                              |  |                            | 22,009     |   |                          |   | 24,137    |           |  |   | 41,284     |   |  |   | 43,071    |  
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Gross profit                                                                                                                                                                                                                               |  |                            | 4,451      |   |                          |   | 5,814     |           |  |   | 8,723      |   |  |   | 10,018    |  
|Operating expenses                                                                                                                                                                                                                         |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Research and development costs                                                                                                                                                                                                             |  |                            | 237        |   |                          |   | 228       |           |  |   | 457        |   |  |   | 375       |  
|Selling, general and administrative expenses, including corporate expenses of $790 and $1,116 for the three months and $1,694 and $1,936 for
the six months ended June 30, 2008 and 2007, respectively                                     |  |                            | 3,010      |   |                          |   | 3,508     |           |  |   | 6,478      |   |  |   | 6,618     |  
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Total operating expenses                                                                                                                                                                                                                   |  |                            | 3,247      |   |                          |   | 3,736     |           |  |   | 6,935      |   |  |   | 6,993     |  
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Operating income from continuing operations                                                                                                                                                                                                |  |                            | 1,204      |   |                          |   | 2,078     |           |  |   | 1,788      |   |  |   | 3,025     |  
|Other income (expense)                                                                                                                                                                                                                     |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Interest income                                                                                                                                                                                                                            |  |                            |           |   |                          |   | 1         |           |  |   |           |   |  |   | 6         |  
|Interest expense                                                                                                                                                                                                                           |  |                            | (450       | ) |                          |   | (981      | )         |  |   | (992       | ) |  |   | (1,905    | )
|Foreign currency transaction losses                                                                                                                                                                                                        |  |                            | (3         | ) |                          |   | (457      | )         |  |   | (12        | ) |  |   | (490      | )
|Other income                                                                                                                                                                                                                               |  |                            | 52         |   |                          |   | 53        |           |  |   | 52         |   |  |   | 146       |  
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Total other income (expense)                                                                                                                                                                                                               |  |                            | (401       | ) |                          |   | (1,384    | )         |  |   | (952       | ) |  |   | (2,243    | )
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Income from continuing operations before income taxes                                                                                                                                                                                      |  |                            | 803        |   |                          |   | 694       |           |  |   | 836        |   |  |   | 782       |  
|Income tax (benefit)                                                                                                                                                                                                                       |  |                            | 82         |   |                          |   | 195       |           |  |   | (396       | ) |  |   | 214       |  
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Net income from continuing operations                                                                                                                                                                                                      |  |                            | 721        |   |                          |   | 499       |           |  |   | 1,232      |   |  |   | 568       |  
|Discontinued operations                                                                                                                                                                                                                    |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Income (loss) from operations of the discontinued Testing and Assembly Equipment segment, net of income taxes (benefit) of $1 and $(0) for the
three months and $11 and $(0) for the six months ended June 30, 2008 and 2007, respectively |  |                            | 10         |   |                          |   | (234      | )         |  |   | 188        |   |  |   | (966      | )
|Gain (loss) on sale or closure of discontinued operations net of income tax (benefits), net of income taxes of $14 for three and six months
ended June 30, 2008 and $0 for the three and six months ended June 30, 2007                    |  |                            | 186        |   |                          |   | 76        |           |  |   | 186        |   |  |   | (290      | )
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Net income (loss)                                                                                                                                                                                                                          |  | $                          | 917        |   |                          | $ | 341       |           |  | $ | 1,606      |   |  | $ | (688      | )
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Basic                                                                                                                                                                                                                                      |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Earnings from continuing operations                                                                                                                                                                                                        |  | $                          | 0.07       |   |                          | $ | 0.06      |           |  | $ | 0.13       |   |  | $ | 0.07      |  
|Earnings (loss) from discontinued operations                                                                                                                                                                                               |  | $                          |           |   |                          | $ | (0.03     | )         |  | $ | 0.02       |   |  | $ | (0.12     | )
|Gain (loss) on sale or closure of discontinued operations net of income tax                                                                                                                                                                |  | $                          | 0.02       |   |                          | $ | 0.01      |           |  | $ | 0.02       |   |  | $ | (0.04     | )
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Net earning (loss) per share                                                                                                                                                                                                               |  | $                          | 0.09       |   |                          | $ | 0.04      |           |  | $ | 0.16       |   |  | $ | (0.09     | )
|Diluted                                                                                                                                                                                                                                    |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Earnings from continuing operations                                                                                                                                                                                                        |  | $                          | 0.07       |   |                          | $ | 0.06      |           |  | $ | 0.12       |   |  | $ | 0.07      |  
|Earnings (loss) from discontinued operations                                                                                                                                                                                               |  | $                          |           |   |                          | $ | (0.03     | )         |  | $ | 0.02       |   |  | $ | (0.11     | )
|Gain (loss) on sale or closure of discontinued operations net of income tax                                                                                                                                                                |  | $                          | 0.02       |   |                          | $ | 0.01      |           |  | $ | 0.02       |   |  | $ | (0.03     | )
|                                                                                                                                                                                                                                           |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Net earnings (loss) per share                                                                                                                                                                                                              |  | $                          | 0.09       |   |                          | $ | 0.04      |           |  | $ | 0.16       |   |  | $ | (0.08     | )
|Weighted average common share outstanding                                                                                                                                                                                                  |  |                            |            |   |                          |   |           |           |  |   |            |   |  |   |           |  
|Basic                                                                                                                                                                                                                                      |  |                            | 9,853,423  |   |                          |   | 7,903,391 |           |  |   | 9,831,382  |   |  |   | 7,881,753 |  
|Diluted                                                                                                                                                                                                                                    |  |                            | 10,349,356 |   |                          |   | 8,636,771 |           |  |   | 10,302,580 |   |  |   | 8,551,893 |  

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



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Manitex International, Inc. and Subsidiaries

Consolidated Statement of Cash Flows

(In thousands)



|                                                                                     |  |                          |        |   |           |   |        |  
|------------------------------------------------------------------------------------ |  | ------------------------ | ------ | - | --------- | - | ------ | -
|                                                                                     |  | Six Months EndedJune 30, |       
|                                                                                     |  | 2008                     |        |   | 2007      |  
|                                                                                     |  | Unaudited                |        |   | Unaudited |  
|Cash flows from operating activities:                                                |  |                          |        |   |           |   |        |  
|Net income (loss)                                                                    |  | $                        | 1,606  |   |           | $ | (688   | )
|Adjustments to reconcile net income (loss) to cash provided by operating activities: |  |                          |        |   |           |   |        |  
|Depreciation and amortization                                                        |  |                          | 968    |   |           |   | 1,109  |  
|Decrease in allowances for doubtful accounts                                         |  |                          | (5     | ) |           |   | (66    | )
|Gain on disposal of assets                                                           |  |                          | (42    | ) |           |   | (10    | )
|Deferred income taxes                                                                |  |                          | (511   | ) |           |   |       |  
|Inventory reserves                                                                   |  |                          | 14     |   |           |   | 486    |  
|Stock based deferred compensation                                                    |  |                          | 145    |   |           |   | 2      |  
|Reserve for uncertain tax positions                                                  |  |                          | 50     |   |           |   |       |  
|Changes in operating assets and liabilities:                                         |  |                          |        |   |           |   |        |  
|(Increase) decrease in accounts receivable                                           |  |                          | (865   | ) |           |   | (3,432 | )
|(Increase) decrease in inventory                                                     |  |                          | (3,834 | ) |           |   | 1,473  |  
|(Increase) decrease in prepaid expenses                                              |  |                          | (333   | ) |           |   | (114   | )
|Increase (decrease) in accounts payable                                              |  |                          | 3,265  |   |           |   | (1,699 | )
|Increase (decrease) in accrued expense                                               |  |                          | (1,456 | ) |           |   | 594    |  
|Increase (decrease) in other current liabilities                                     |  |                          | 152    |   |           |   | (233   | )
|Discontinued operations - cash provided by (used) for operating activities           |  |                          | (118   | ) |           |   | 176    |  
|                                                                                     |  |                          |        |   |           |   |        |  
|Net cash used for operating activities                                               |  |                          | (964   | ) |           |   | (2,402 | )
|                                                                                     |  |                          |        |   |           |   |        |  
|Cash flows from investing activities:                                                |  |                          |        |   |           |   |        |  
|Purchase of capital equipment                                                        |  |                          | (281   | ) |           |   | (19    | )
|Proceeds from the sale of equipment                                                  |  |                          | 50     |   |           |   | 16     |  
|Discontinued operations - cash used by investing activities                          |  |                          |       |   |           |   | (15    | )
|                                                                                     |  |                          |        |   |           |   |        |  
|Net cash used for investing activities                                               |  |                          | (231   | ) |           |   | (18    | )
|                                                                                     |  |                          |        |   |           |   |        |  
|Cash flows from financing activities:                                                |  |                          |        |   |           |   |        |  
|Borrowing on revolving credit facility                                               |  |                          | 2,317  |   |           |   | 2,311  |  
|Payments on capital lease obligations                                                |  |                          | (157   | ) |           |   | (178   | )
|Note payments                                                                        |  |                          | (577   | ) |           |   | (935   | )
|Proceeds on the exercise of warrants                                                 |  |                          |       |   |           |   | 822    |  
|                                                                                     |  |                          |        |   |           |   |        |  
|Net cash provided by financing activities                                            |  |                          | 1,583  |   |           |   | 2,020  |  
|                                                                                     |  |                          |        |   |           |   |        |  
|Effect of exchange rate change on cash                                               |  |                          | 41     |   |           |   | 24     |  
|Net decrease in cash and cash equivalents                                            |  |                          | 388    |   |           |   | (400   | )
|Cash and cash equivalents at the beginning of the year                               |  |                          | 569    |   |           |   | 615    |  
|                                                                                     |  |                          |        |   |           |   |        |  
|Cash and cash equivalents at end of period                                           |  | $                        | 998    |   |           | $ | 239    |  
|                                                                                     |  |                          |        |   |           |   |        |  

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



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Manitex International, Inc. and Subsidiaries

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 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. 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.

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 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 result of discontinuing our former Testing and Assembly Equipment segment, the Company again operates in only a single business segment,
Lifting Equipment. Accordingly, our financial statements no longer include segment information. The Companys consolidated financial statements reflect the Testing and Assembly Equipment segment as a discontinued operation.

2. Basis of Presentation

The 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 generally accepted accounting principles 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 June 30, 2008, and results of its operations and cash flows for the
periods presented. The consolidated balances as of December 31, 2007 were derived from audited financial statements but do not include all disclosures required by generally accepted accounting principles. The accompanying 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. The results of operations for the interim periods are not necessarily indicative of the results of operations expected for the year.

Reclassifications

Certain reclassifications have been made to the 2007 financial statements to conform to the 2008 presentation.



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3. Critical Accounting Policies

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 reserves 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 is included in cost of 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.

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 Claims  In 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 advice of
outside legal counsel.

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 six months ended June 30, 2008 or twelve months ended December 31, 2007.



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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 six months ended June 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 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 Income Statement 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 income from continuing operations was $768 and $1,028 for the three months and $1,066 and $1,147 for the six months ended June 30, 2008 and 2007, respectively.

Foreign 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.

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 entered 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. 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. The Company has recorded for the six months ended June 30, 2008 a realized loss of approximately $20 and unrealized loss of approximately $103 and for the three months ended June 30, 2008 a realized loss of $48
and an unrealized gain of $82 related to forward currency contracts.



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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 hierarchies established in the opinion which prioritizes the inputs used in measuring fair value. 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 June 30, 2008:



|                                    |  |         |    |         |   |         |  |       |   |  |   |   
|----------------------------------- |  | ------- | -- | ------- | - | ------- |  | ----- | - |  | - | --
|                                    |  | Level 1 |    | Level 2 |   | Level 3 |  | Total
|Assets:                             |  |         |    |         |   |         |  |       |   |  |   |   
|Forward currency exchange contracts |  | $       | 56 |         | $ |        |  | $     |  |  | $ | 56
|                                    |  |         |    |         |   |         |  |       |   |  |   |   

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.

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 June 30, 2008 and December 31, 2007, the Company had
uninsured balances of $898 and $469, respectively.

The Company purchases 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 June 30, 2008, the Company had entered into a series of forward currency exchange contracts. The contracts obligate the Company to purchase approximately CDN
$3,800 in total. The contracts which are in various amounts mature between July 2, 2008 and December 31, 2009. Under the contract, the Company will purchase Canadian dollars at exchange rates between .9558 and .9809. The Canadian to US
dollar exchange rates was .9817 at June 30, 2008.

For the six months ended June 30, 2008 one customer accounted for 12% our accounts receivable.
For the fiscal year ended December 31, 2007 no single customer accounted for 10% or more of our accounts receivable.

For the three and six months
ended June 30, 2008, the Company purchased 11% of total purchases from a single supplier. For the three months ended June 30, 2007, the Company purchased 16% and 11% of total purchase from two suppliers, respectively. For the six months
ended June 30, 2008, the Company purchased 12% of total purchases from a single vendor.

For the three and six months ended June 30, 2008, one
customer accounted for 12% of the Companys net revenue. One customer accounted for 15% of our net revenue for the three months ended June 30, 2007 and no single customer accounted for more than 10% of sales for the six months ended
June 30, 2007

Statement of Cash FlowsNon-cash transactions that do not affect earnings are excluded from the statement
of cash flows. During the six months ended June 30, 2008 there were two non-cash events. On May 2, 2008, the Company reached an agreement with a debt holders to exchange $1,072 of debt for common stock. The balance sheet affect 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, 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 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 June 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



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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 $97 and $300 at June 30, 2008 and December 31, 2007, respectively.

4. Noble Product Line Asset Acquisition

On July 31, 2007,
Manitex International, Inc. (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 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 date of the acquisition.

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

A reputation for superior product design, access to a preferred network of dealers and a leading presence in the
lifting equipment industry resulted in the recognition of $787 of Goodwill.

During the three months ended June 30, 2008, the Company has completed it
assessment of the inventory and determined that $112 of the inventory at date 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 provided for the Noble Product Line, as it does not constitute an acquisition of a business, pursuant to applicable rules and
regulations 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.



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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 as of June 30, 2008 and December 31, 2007.



|                                                       |  |              |    |                  |   |    
|------------------------------------------------------ |  | ------------ | -- | ---------------- | - | ---
|                                                       |  | June 30,2008 |    | December 31,2007
|Accounts receivable, net                               |  | $            |   |                  | $ | 132
|Cost and estimated earnings in excess of billings, net |  |              | 40 |                  |   | 40 
|                                                       |  |              |    |                  |   |    
|Total assets                                           |  |              | 40 |                  |   | 172
|                                                       |  |              |    |                  |   |    
|Total liabilities- accrued expenses                    |  | $            | 15 |                  | $ | 265
|                                                       |  |              |    |                  |   |    

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



|                                                                                                                                                      |  |                                |     |      |                              |      |      |  |      |     |  |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | --- | ---- | ---------------------------- | ---- | ---- |  | ---- | --- |  | - | ----- | -
|                                                                                                                                                      |  | For three months endedJune 30, |     |      | For six months endedJune 30, |     
|                                                                                                                                                      |  | 2008                           |     | 2007 |                              |      | 2008 |  | 2007 |    
|Revenues from discontinued operations                                                                                                                 |  | $                              |    |      | $                            | 564  |      |  | $    |    |  | $ | 1,158 |  
|Income (loss) from discontinued operations before income taxes                                                                                        |  |                                | 11  |      |                              | (234 | )    |  |      | 199 |  |   | (966  | )
|Income taxes                                                                                                                                          |  |                                | 1   |      |                              |     |      |  |      | 11  |  |   |      |  
|                                                                                                                                                      |  |                                |     |      |                              |      |      |  |      |     |  |   |       |  
|Net income (loss) from discontinued operations                                                                                                        |  | $                              | 10  |      | $                            | (234 | )    |  | $    | 188 |  | $ | (966  | )
|                                                                                                                                                      |  |                                |     |      |                              |      |      |  |      |     |  |   |       |  
|Gain (loss) on sale of discontinued operations, net of income taxes of $14 and $0 for three and six months ended June 30, 2008 and 2007,
respectively |  | $                              | 186 |      | $                            | 76   |      |  | $    | 186 |  | $ | (290  | )
|                                                                                                                                                      |  |                                |     |      |                              |      |      |  |      |     |  |   |       |  

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 endedJune 30, |    | Six months endedJune 30,
|                                                  |  | 2008                       |    | 2007                     |   | 2008 |  | 2007
|Estimated loss on sale of discontinued operations |  |                            |    |                          |   |      |  |      |    |  |   |    
|Employee termination costs                        |  | $                          | 90 |                          | $ | 90   |  | $    | 90 |  | $ | 90 
|Provision for termination of contracts            |  |                            |   |                          |   | 200  |  |      |   |  |   | 200
|                                                  |  |                            |    |                          |   |      |  |      |    |  |   |    
|Total loss on sale of discontinued operations     |  | $                          | 90 |                          | $ | 290  |  | $    | 90 |  | $ | 290
|                                                  |  |                            |    |                          |   |      |  |      |    |  |   |    

During the three months ended June 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 three months ended June 30, 2007, the Company reduced it reserve for employee termination costs by $76 as the Company determined that employee termination
cost would be less than anticipated.



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At June 30, 2008 the only remaining asset of the discontinued Testing and Assembly Equipment segment are cost and
estimated earnings in excess of billings totaling $40. EuroMaint is completing the project on which we have recorded earnings in excess of billings. Upon completion, the $40 will be billed to the customer.

6. Net Earnings (Loss) Per Common Share

Basic net income 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 debt and convertible
subsidiary stock. Details of the calculations are as follows:



|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|--------------------------------------------------------------------------- |  | -------------------------- | ---------- | ---- | ------------------------ | --------- | ---- |  | ---- | ---------- |  | - | --------- | -
|                                                                            |  | Three months endedJune 30, |            |      | Six months endedJune 30, |          
|                                                                            |  | 2008                       |            | 2007 |                          |           | 2008 |  | 2007 |           
|Net Income per common share basic and diluted                               |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Earnings from continuing operations                                         |  | $                          | 721        |      | $                        | 499       |      |  | $    | 1,232      |  | $ | 568       |  
|Earnings (loss) from discontinued operations                                |  |                            | 10         |      |                          | (234      | )    |  |      | 188        |  |   | (966      | )
|Gain (loss) on sale or closure of discontinued operations net of income tax |  |                            | 186        |      |                          | 76        |      |  |      | 186        |  |   | (290      | )
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Net income (loss)                                                           |  | $                          | 917        |      | $                        | 341       |      |  | $    | 1,606      |  | $ | (688      | )
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Earnings per share                                                          |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Basic                                                                       |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Earnings from continuing operations                                         |  | $                          | 0.07       |      | $                        | 0.06      |      |  | $    | 0.13       |  | $ | 0.07      |  
|Earnings (loss) from discontinued operations                                |  |                            |           |      |                          | (0.03     | )    |  |      | 0.02       |  |   | (0.12     | )
|Gain (loss) on sale or closure of discontinued operations net of income tax |  |                            | 0.02       |      |                          | 0.01      |      |  |      | 0.02       |  |   | (0.04     | )
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Net earnings (loss) per common share                                        |  | $                          | 0.09       |      | $                        | 0.04      |      |  | $    | 0.16       |  | $ | (0.09     | )
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Diluted                                                                     |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Earnings from continuing operations                                         |  | $                          | 0.07       |      | $                        | 0.06      |      |  | $    | 0.12       |  | $ | 0.07      |  
|Earnings (loss) from discontinued operations                                |  |                            |           |      |                          | (0.03     | )    |  |      | 0.02       |  |   | (0.11     | )
|Gain (loss) on sale or closure of discontinued operations net of income tax |  |                            | 0.02       |      |                          | 0.01      |      |  |      | 0.02       |  |   | (0.03     | )
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Net earnings (loss) per common share                                        |  | $                          | 0.09       |      | $                        | 0.04      |      |  | $    | 0.16       |  | $ | (0.08     | )
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Weighted average common share outstanding                                   |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Basic                                                                       |  |                            | 9,853,423  |      |                          | 7,903,391 |      |  |      | 9,831,382  |  |   | 7,881,753 |  
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Diluted:                                                                    |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Basic                                                                       |  |                            | 9,853,423  |      |                          | 7,903,391 |      |  |      | 9,831,382  |  |   | 7,881,753 |  
|Dilutive effect of restricted stock units                                   |  |                            | 20,485     |      |                          |          |      |  |      | 16,440     |  |   |          |  
|Dilutive effect of warrants                                                 |  |                            | 114,349    |      |                          | 467,380   |      |  |      | 141,209    |  |   | 404,140   |  
|Dilutive effect of exchangeable debt                                        |  |                            | 95,099     |      |                          |          |      |  |      | 47,550     |  |   |          |  
|Dilutive effects of exchangeable subsidiary stock (See Note 8)              |  |                            | 266,000    |      |                          | 266,000   |      |  |      | 266,000    |  |   | 266,000   |  
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  
|Diluted                                                                     |  |                            | 10,349,356 |      |                          | 8,636,771 |      |  |      | 10,302,580 |  |   | 8,551,893 |  
|                                                                            |  |                            |            |      |                          |           |      |  |      |            |  |   |           |  

7. Equity

Issuance of Common Stock and Warrants

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



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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 June 30, 2008, the Company issued 1,155 shares of common stock to a former independent Director as compensation for
past services.

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 December 31, 2007, the Company issued in aggregate 3,465 shares
of common stock to three independent Directors as restricted stock units issued under the Companys 2004 Incentive Plan to these Directors vested on that day.

On July 30, 2007, Company issued 2,000 shares of common stock as a warrant holder exercised 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 represent 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 as warrant holders exercised 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 represent 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
as warrant holders exercised 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 represent 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 instruments issued to non-employees based on the fair value of the equity instruments issued. The 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



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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 June 30,
2008 and December 31, 2007, the Company had issued and outstanding warrants as follows:



|                         |  |                  |  |                |      |                 |                    |                    |                          
|------------------------ |  | ---------------- |  | -------------- | ---- | --------------- | ------------------ | ------------------ | -------------------------
|Number of Warrant Shares |  |                  |  |                |      |                
|June 30,2008             |  | December 31,2007 |  | Exercise Price |      | Expiration Date |                    | In Connection With
|450,000                  |  | 450,000          |  | $              | 4.05 |                 | November 15, 2011  |                    | Private placement        
|204,000                  |  | 204,000          |  | $              | 4.25 |                 | November 15, 2011  |                    | Private placement        
|192,500                  |  | 192,500          |  | $              | 4.62 |                 | November 15, 2011  |                    | Placement Agent Fee      
|15,000                   |  | 15,000           |  | $              | 7.08 |                 | June 15, 2011      |                    | Investor Relation Service
|105,000                  |  | 105,000          |  | $              | 7.18 |                 | September 11, 2012 |                    | Placement Agent Fee      

No warrants were exercised during the three or six months end June 30, 2008

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 outside 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 appreciate 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 10,500 restricted stock units to employees and to the
independent Directors, respectively. No awards or grants were made under 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% on 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 three and six months ended June 30, 2008, the Company recognized compensation expense of $61 and $119 with an offsetting
credit to paid in capital related to restricted stock units granted to the Companys employees and Directors. During the three months and six months ended June 30, 2007 no restricted stock units were granted or became vested. As of
June 30, 2008, there were 66,650 restricted stock units outstanding.



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As of June 30, 2008, total deferred compensation related to restricted stock units was $223, additional compensation
expense of $92, $97, $33 and $1 will be recognized in the remainder of 2008, 2009, 2010 and 2011, respectively.

On June 30, 2008, the Company awarded
1,155 shares of common stock to a former independent Director for past services. The stock on date of grant was valued at $6 or $5.12 per share. The value of the stock issued was immediately recognized as compensation expense with an offsetting
credit to common stock.

8. 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 are exchangeable into 266,000 shares of the Companys Common Stock. As of June 30, 2008, the
shares had not yet been exchanged for Manitex International, Inc. Common Stock. Until the shares are exchanged, the value of the exchangeable shares is shown as a minority interest. The Company expects that the shares will be exchanged for Manitex
International, Inc. Common Stock.

9. New Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements which is effective for fiscal years beginning after November 15, 2007 and for
interim periods within those years. This statement defines fair value, establishes a framework for measuring fair value, and expands the related disclosure requirements. On January 1, 2008, SFAS 157 was adopted by the Company. The adoption of
the Statement did not have a material impact on its financial position, results of operations or cash flows.

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. 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 Condensed 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



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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 assessing the impact SFAS No. 160 will have on our 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 expect SFAS 141R will have an impact on our accounting for
future business combinations once adopted but the effect is dependent upon the acquisitions that are made in the future.

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  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 in the process of evaluating the new disclosure requirements under SFAS 161.

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 adoption is prohibited. The Company is in the process of determining the impact of adopting
this new accounting position on its consolidated financial position.

In May 2008, the FASB issued FASB 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.

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. The Company is currently evaluating the impact of EITF 03-6-1, but does not expect the adoption of this pronouncement will have an impact on its results of operations, financial
position and cash flows.



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10. Inventory

The
components of inventory are as follows:



|                                        |  |              |        |                  |   |       
|--------------------------------------- |  | ------------ | ------ | ---------------- | - | ------
|                                        |  | June 30,2008 |        | December 31,2007
|Raw Materials and Purchased Parts (net) |  | $            | 15,047 |                  | $ | 13,047
|Work in Process                         |  |              | 2,235  |                  |   | 1,429 
|Finished Goods and Replacement Parts    |  |              | 2,303  |                  |   | 1,572 
|                                        |  |              |        |                  |   |       
|Inventories (net)                       |  | $            | 19,585 |                  | $ | 16,048
|                                        |  |              |        |                  |   |       

11. Goodwill and Intangible Assets



|                                   |  |              |        |   |                  |   |        |             |  |         
|---------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | ----------- |  | --------
|                                   |  | June 30,2008 |        |   | December 31,2007 |   |        | Usefullives
|Patented and unpatented technology |  | $            | 10,673 |   |                  | $ | 10,684 |             |  | 10 years
|Amortization                       |  |              | (2,034 | ) |                  |   | (1,501 | )           |  |         
|Customer relationships             |  |              | 8,300  |   |                  |   | 8,310  |             |  | 20 years
|Amortization                       |  |              | (761   | ) |                  |   | (554   | )           |  |         
|Trade names and trademarks         |  |              | 4,672  |   |                  |   | 4,675  |             |  | 25 years
|Amortization                       |  |              | (356   | ) |                  |   | (262   | )           |  |         
|Customer Backlog                   |  |              | 472    |   |                  |   | 473    |             |  | < 1 year
|Amortization                       |  |              | (472   | ) |                  |   | (473   | )           |  |         
|                                   |  |              |        |   |                  |   |        |             |  |         
|Intangible assets                  |  |              | 20,494 |   |                  |   | 21,352 |             |  |         
|Goodwill                           |  |              | 14,177 |   |                  |   | 14,065 |             |  |         
|                                   |  |              |        |   |                  |   |        |             |  |         
|Goodwill and other intangibles     |  | $            | 34,671 |   |                  | $ | 35,417 |             |  |         
|                                   |  |              |        |   |                  |   |        |             |  |         

Amortization expense for intangible assets was $422 and $447for the three months and $835 and $963 for the six
month ended June 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 revised and resulted in a decrease in
intangible assets of $547.

12. 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:



|                                                |  |                  |      |   |              |   |      |  
|----------------------------------------------- |  | ---------------- | ---- | - | ------------ | - | ---- | -
|                                                |  | Six Months Ended |     
|                                                |  | June 30,2008     |      |   | June 30,2007 |  
|Balance January 1,                              |  | $                | 950  |   |              | $ | 821  |  
|Accrual for warranties issued during the period |  |                  | 827  |   |              |   | 669  |  
|Warranty Services provided                      |  |                  | (911 | ) |              |   | (597 | )
|Foreign currency translation                    |  |                  | (1   | ) |              |   | 28   |  
|                                                |  |                  |      |   |              |   |      |  
|Balance June 30,                                |  | $                | 865  |   |              | $ | 921  |  
|                                                |  |                  |      |   |              |   |      |  

13. Line of Credit and Debt

Revolving Credit Facility

At June 30, 2008, the Company had drawn $13,726 under a revolving credit facility.
The Company is eligible to borrow up to $20,500, with interest at prime rate (prime was 5.00% at June 30, 2008) plus .25%. The maximum amount of borrowings is



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limited to the sum of 85% of eligible receivables, and the lesser of 65% of eligible inventory or $8,000 plus 1,500. On July 1, 2008 the $1,500 is
reduced to $1,000 and is further reduced by $500 on the first day of each subsequent quarter. At June 30, 2008, the maximum the Company could borrow based on available collateral was capped at $16,721. 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 Company assets. Additionally, certain shareholders or
former shareholders of the Company have personally guaranteed $1,500 of the note. The facility contains customary limitations including, but not limited to, 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 June 30,
2008, the Company had drawn $2,724 (USD) 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 80% of eligible receivables and the lesser of 50%
of eligible inventory or CDN $2,500. At June 30, 2008, the maximum the Company could borrow based on available collateral was CDN $4,500. 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% at June 30, 2008) plus 1.5%. Any borrowings under the facility in U.S. dollars
bear interest at the U.S. prime rate (prime was 5.00% at June 30, 2008) plus .25%. The credit facility has a maturity date of April 1, 2010.

Notes PayableBank

At June 30, 2008, the Company has a $160 note payable to a bank. The note dated January 9, 2008 had an
original principal amount of $474 and an annual interest rate of 5.99%. Under the terms of the note the Company is required to make nine monthly payments of $54 commencing January 30, 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 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 matured 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 increase 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, the Company has a note payable to the seller for $2,200 (CDN) or $2,158 (US). The Note shall provide 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, 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 June 30, 2008, the Company has a $2,133 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 .The maturity date has 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



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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 October 18, 2007, the former members of QVM guaranteed the note. On October 18, 2007, the bank released the
former members of QVM from their guarantees.

Capital Leases

The Company has a twelve year lease which expires in April 2018 that provides for monthly initial lease payments of $68 for its Georgetown, Texas facility. The lease has been classified as a capital lease under the provisions of FASB
Statement No. 13. The Company has also entered into several small equipment leases, with lease terms 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 $2. As of June 30, 2008, the Company had total capital lease obligations of $4,546.

14.
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 June 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 six months ended June 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. 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 $68 effective April 2007. 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.



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



|                                                                           |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|-------------------------------------------------------------------------- |  | ------------------------------- | --- | ------------------------------- | - | ----------------------------- |  | ----------------------------- | ----- |  | - | -----
|                                                                           |  | Three months endedJune 30, 2008 |     | Three months endedJune 30, 2007 |   | Six months endedJune 30, 2008 |  | Six months endedJune 30, 2007
|Rent paid - Georgetown Facility 1                                          |  | $                               | 208 |                                 | $ | 205                           |  | $                             | 413   |  | $ | 406  
|Rent paid - Woodbridge Facility 2                                          |  |                                 | 114 |                                 |   | 96                            |  |                               | 231   |  |   | 192  
|Rent paid - Bridgeview Facility 3                                          |  |                                 | 13  |                                 |   |                              |  |                               | 27    |  |   |     
|Sales to:                                                                  |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|Crane & Machinery, Inc                                                     |  | $                               | 33  |                                 | $ | 75                            |  | $                             | 35    |  | $ | 161  
|BGI USA, Inc.                                                              |  |                                 |    |                                 |   | 1                             |  |                               | 1     |  |   | 7    
|Schaeff Lift Truck, Inc.                                                   |  |                                 | 68  |                                 |   | 298                           |  |                               | 223   |  |   | 298  
|SL Industries, LTD                                                         |  |                                 |    |                                 |   |                              |  |                               | 1     |  |   |     
|Liftmaster.                                                                |  |                                 | 98  |                                 |   |                              |  |                               | 117   |  |   |     
|                                                                           |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|Total Sales                                                                |  | $                               | 199 |                                 | $ | 374                           |  | $                             | 377   |  | $ | 466  
|                                                                           |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|                                                                           |  |                                 |     |                                
|                                                                           |  | Three months endedJune 30, 2008 |     | Three months endedJune 30, 2007 |   | Six months endedJune 30, 2008 |  | Six months endedJune 30, 2007
|Purchases from:                                                            |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|BGI USA, Inc                                                               |  | $                               | 384 |                                 | $ | 218                           |  | $                             | 596   |  | $ | 385  
|Crane & Machinery, Inc                                                     |  |                                 |    |                                 |   | 11                            |  |                               |      |  |   | 19   
|Schaeff Lift Truck, Inc.                                                   |  |                                 | 5   |                                 |   | 108                           |  |                               | 5     |  |   | 744  
|SL Industries, Ltd.                                                        |  |                                 | 483 |                                 |   | 457                           |  |                               | 617   |  |   | 971  
|Liftmaster.                                                                |  |                                 | 106 |                                 |   |                              |  |                               | 277   |  |   |     
|                                                                           |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|Total Purchases                                                            |  | $                               | 978 |                                 | $ | 794                           |  | $                             | 1,495 |  | $ | 2,119
|                                                                           |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|Miscellaneous Transactions:                                                |  |                                 |     |                                 |   |                               |  |                               |       |  |   |      
|Professional services provided by Schaeff Lift Truck (Outsourced staffing) |  | $                               | 25  |                                 | $ | 24                            |  | $                             | 53    |  | $ | 48   
|Professional services provided by LiftMaster, Inc. (Outsourced staffing)   |  | $                               | 38  |                                 | $ | 16                            |  | $                             | 45    |  | $ | 33   



|1 | The 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 $68. 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%.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | The 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.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3 | The 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



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receivable the Company had from GT Distribution. The Statement of Cash Flow for June 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 June 30, 2008,
the Company had $442 outstanding accounts receivable from GT Distribution and $345 outstanding accounts payable due to GT. Additionally, the Company has a $30 outstanding accounts receivable from LiftMaster, Inc. as of June 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 ant 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.

The Company has a note payable to the former owners of Liftking Industries, Inc. for $2,158 (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. 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 6.4% (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 June 30, 2008, the Company
recorded an income tax provision of $82 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes. For the three months ended June 30, 2007, the Company recorded a tax provision
of $195 which consisted primarily of anticipated federal alternative minimum tax, current year state and local tax and foreign taxes.

For the six months
ended June 30, 2008, the Company recorded an income tax benefit of $395 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 six months ended June 30, 2007, the Company recorded a tax provision of $214 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 June 30, 2008 were approximately $250 which, if recognized, would affect the Companys effective tax rate.
As of June 30, 2008, the Company had accrued immaterial amounts for the potential payment of interest and penalties.

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 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 2007 Annual Report on Form 10-K in the section entitled Item 1A. Risk Factors,



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|(1) | difficulties in implementing new systems, integrating acquired businesses, managing anticipated growth, and responding to technological change;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------



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



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



|(4) | increases in interest rates;
|--- | ----------------------------



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



|(6) | the performance of our competitors;
|--- | -----------------------------------



|(7) | shortages in supplies and raw materials;
|--- | ----------------------------------------



|(8) | our level of indebtedness and ability to meet financial covenants required by our debt agreements;
|--- | --------------------------------------------------------------------------------------------------



|(9) | product liability claims, intellectual property claims, and other liabilities;
|--- | ------------------------------------------------------------------------------



|(10) | the volatility of our stock price;
|---- | ----------------------------------



|(11) | the willingness of our stockholders and directors to approve mergers, acquisitions, and other business transactions; and
|---- | ------------------------------------------------------------------------------------------------------------------------



|(12) | currency transaction (foreign exchange) risk and the risks related to forward currency contracts.
|---- | -------------------------------------------------------------------------------------------------

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.

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 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 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. 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 is in millions, except for share data and where otherwise indicated.

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, our Board of Directors approved a plan to sell our Testing & Assembly Equipment segments operating
assets, which were based in Wixom, Michigan, 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 until its disposition.

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). Under the terms of the Asset Purchase Agreement, the Company received $1.1 million plus EuroMaint assumed certain of the Companys liabilities. As of
August 31, 2007, all operations of the former Testing and Assembly Equipment segment 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, the Company completed the purchase of Manitex, Inc. (Manitex) via an acquisition of all of the membership interests in Quantum Value Management, LLC (an entity owned by certain stockholders of the
Company). On



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November 30, 2006, the Company, through its wholly owned subsidiary, Manitex Liftking, ULC, an Alberta unlimited liability corporation (Manitex
Liftking), completed the acquisition (the Liftking Acquisition) of all of the operating assets of Liftking Industries, Inc., an Ontario, Canada corporation (Liftking). As the result of these two acquisitions, the
Company is a leading provider of engineered lifting solutions including boom 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. The Companys boom trucks and crane products are primarily used for industrial projects, energy exploration and infrastructure development, including roads, bridges and commercial construction. Through the Companys
Manitex Liftking subsidiary, it sells 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 statement 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.

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. Margins tend to increase when production is skewed towards larger capacity cranes, special mission oriented
vehicles, specialized carriers and heavy material transporters.

Results of Operations

The following discussion considers:



| |  |  | Net income for the three and six month periods ended June 30, 2008 and 2007.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Results of the continuing operations for the three and six month periods ended June 30, 2008 and 2007.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Results of the discontinued operations for the three and six month periods ended June 30, 2008 and 2007.
| | - |  | --------------------------------------------------------------------------------------------------------

Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007

Net Income (loss) for the three month periods ended June 30, 2008 and 2007

The Company reported net
income of $0.9 million for the three months ended June 30, 2008, consisting of net income from continuing operations of $0.7 million, and a gain on sale of discontinued operations of $0.2 million.

The Company reported a net income of $0.3 million for the three months ended June 30, 2007, consisting of a net income from continuing operations of $0.5 million, a
loss from discontinued operations of $(0.2) million and a reduction of $0.1 million in the reserve for employee severance.

Results of the continuing
operations for the three month periods ended June 30, 2008 and 2007

For the three months ended June 30, 2008, net income from continuing
operations was $0.7 million, which consists of revenue of $26.5 million, cost of sales of $22.0 million, research and development costs of $0.2 million, SG&A costs excluding corporate expenses of $2.2 million, Corporate SG&A expenses of $0.8
million, net interest expense of $0.5 million other income of $0.1 million and income tax expense of $0.1 million.

For the three months ended
June 30, 2007, net income from continuing operations was $0.5 million, which consists of revenue of $30.0 million, cost of sales of $24.1 million, research and development costs of $0.2 million, SG&A costs excluding corporate expenses of
$2.4 million, Corporate SG&A expenses of $1.1 million, a foreign currency transaction loss of $0.5 million, interest expense of $1.0 other income of $0.1 million and income tax expense of $0.2 million.



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Net Revenues and Gross Profit  For the three months ended June 30, 2008, net revenues and gross profit
were $26.5 million and $4.5 million, respectively. Gross profit as a percent of net revenue was 16.8% for the three months ended June 30, 2008. For the three months ended June 30, 2007 net revenues and gross profit were $30.0 million and
$5.8 million, respectively. Gross profit as a percent of revenue was 19.4% for the three months ended June 30, 2007.

Net revenues decreased $3.5
million to $26.5 million for the three months ended June 30, 2008 from $30.0 million for the comparable three month period in 2007. Approximately 75% of the decrease in revenues is due to a decrease in forklift/specialized carrier product line
sales. The remaining decrease in revenues is attributed to a decrease in crane product line sales. 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 July 31, 2007. The
decrease in military and specialized carrier sales is attributable to timing of orders, which have historically fluctuated from period to period. The decrease in crane product line revenues is principally a decrease in chassis sales as more
customers elected to supply their own chassis instead of having the Company purchase one for them.

Our gross profit as a percent of net sales decreased, declining 2.6% to 16.8% for the three months ended June 30, 2008 from 19.4% for the comparable 2007 period. The modest decrease in crane product line gross profit percent is
principally the result of higher material prices, which were largely offset by increases in the sale of cranes with higher lifting capacity (which have higher gross margins), a 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. The margin percent was also favorably impacted as more customers elected to supply their own chassis instead of having the Company purchase them. The markup
on the chassis purchased by the Company is much lower than the margin on crane portion of the boom truck. A price increase for all new orders received on or after July 1sthas been implemented. The Company is, however, honoring old prices on its existing backlog. As such, a substantial benefit from the price increase will not occur until late this year or early next. The
forklift/specialized carrier product line margin as percent of net revenue decreased due to a change in product mix and the negative impact of a stronger Canadian dollar had on our margins. Higher margin military and specialized carrier sales were
down approximately 80% 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 are currently below our typical margin levels, due to inefficiencies experienced in incorporating this new line and because these sales generally do not reflect the Companys
recently announced price increase.

Selling, general and administrative expense  Selling, general and administrative expense for the three
months ended June 30, 2008 was $3.0 million compared to $3.5 million for the comparable period in 2007. Selling, general and administrative expense for the three months ended June 30, 2008 are comprised of corporate expense of $0.8 million
and $2.2 million related to operating companies. Selling, general and administrative expense for the three months ended June 30, 2007 are comprised of corporate expense of $1.1 million and $2.4 million related to operating companies.

Selling, general and administrative expense, excluding corporate expenses, decreased $0.2 million to $2.2 million for the three months ended June 30,
2008 from $2.4 million for the comparable three month period in 2007. The decrease in selling, general and administrative expense is due to modest variances both favorable and unfavorable on numerous lines items that net to a $0.2 million decrease.

Corporate expenses decreased $0.3 million to $0.8 million for the three months ended June 30, 2008 from the $1.1 million for the comparable 2007
three month period. The decrease is principally attributed to lower legal and consulting expenses. Legal expense 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 June 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 $1.2 million for the three months ended June 30, 2008 was equivalent to 4.6% of net
revenues compared to an operating income of $2.1 million for the three months ended June 30, 2007 or 6.9% 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 million and $1.0 million for the three months ended June 30, 2008 and
2007, respectively. The decrease in interest is due to a decrease in outstanding debt and lower interest rates. Total debt outstanding decreased $12.9 million to $25.4 million at June 30, 2008 from $38.3 million at June 30, 2007. 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 8.25% at June 30, 2007 to 5.00% at June 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 for the Canadian line from Canadian prime plus 2.0% to Canadian prime plus 1.5% for Canadian
dollar borrowings.



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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
three months ended June 30, 2008, the Company had a foreign currency transaction loss of $0.003 million which is net of forward currency contracts gains and losses

The foreign currency transaction loss for the three months ended June 30 2007 was $0.5 million. The foreign currency loss was driven by a historically unusual strengthening of the Canadian dollar during the three
months ended June 30, 2007, when the U.S. to Canadian dollar exchange rate changed from .8674 to .9404. The Company had an acquisition note payable for $2.8 million to the former owner of Liftking Industries, which is denominated in Canadian
dollars. The Company recorded a foreign exchange loss of $0.2 million for the three months ended June 30, 2007 related to this note. Additionally during the three months ended June 30, 2007, Manitex Liftking, our Canadian subsidiary, had
significant sales which were denominated in U.S. dollars and which on settlement generated a transaction loss of $0.3 million. Historically the USD / CDN$ exchange rate has not seen such volatility in a short time period and the Company had not
taken any action to mitigate its foreign exchange exposures.

Income tax The income tax expense for the three months ended June 30, 2008
was $0.1 million. The income tax expense for three months ended June 30, 2007 was $0.2 million. The 2008 effective tax rate differs from the federal statutory rate due to the current utilization of prior year losses for which no benefit was
previously recognized. The fluctuation in income taxes is principally the result of change in effective tax rates which was 10.2% and 28.1% for the three month periods ended June 30, 2008 and 2007, respectively.

Net income from continuing operations  Net income from continuing operations increased $0.2 million to $0.7 million for the three months ended June 30,
2008 from $0.5 million for the three months ended June 30, 2007 for the reasons described above.

Discontinued operations of the Testing and
Assembly Equipment segment for the three month periods ended June 30, 2008 and 2007

For the three months ended June 30, 2007 discontinued
operations reported a net loss of $(0.2) million. The net loss from discontinued operations of $0.2 million comprised costs of sales of $0.5 million, operating expenses of $0.3 million offset by revenue of $0.6 million.

During the quarter ended June 30, 2008 the Company reversed the $0.2 million reserve for termination of contracts, as it was determined that it was not needed. In
three months ended June 30, 2007 it reduced it reserve for employee termination costs by $0.1 million as the Company determined that employee termination cost would be less than anticipated.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

Net Income (loss) for the six month periods ended June 30, 2008 and 2007

The net income of $1.6 million
reported for the six month period ended June 30, 2008 consists of net income from continuing operations of $1.2 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 loss of $(0.7) million for the six months ended June 30, 2007, consisting of a net income from continuing operations of $0.6 million and a loss from discontinued operations of $(1.0) million and an expected loss on sale
of discontinued operations of $(0.3) million.

Results of the continuing operations for the six month periods ended June 30, 2008 and 2007

For the six months ended June 30, 2008, net income from continuing operations was $1.2 million, which consists of revenue of $50.0 million,
cost of sales of $41.3 million, research and development costs of $0.5 million, SG&A costs excluding corporate expenses of $4.8 million, Corporate SG&A expenses of $1.7 million, net interest expense of $1.0 million, other income of $0.1 and
income tax benefit of $(0.4) million.

For the six months ended June 30, 2007, net income from continuing operations was $0.6 million, which consists
of revenue of $53.1 million, cost of sales of $43.1 million, research and development costs of $0.4 million, SG&A costs excluding corporate expenses of $4.7 million, Corporate SG&A expenses of $1.9 million, net interest expense of $1.9
million , a foreign currency transaction loss of $0.5 million ,other income of $0.1 million and income tax expense of $0.2 million.



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Net Revenues and Gross Profit  For the six months ended June 30, 2008, net revenues and gross profit
were $50.0 million and $8.7 million, respectively. Gross profit as a percent of net revenues was 17.4% for the six months ended June 30, 2008. For the six months ended June 30, 2007 net revenues and gross profit were $53.1 million and
$10.0 million, respectively. Gross profit as a percent of net revenues was 18.9% for the six months ended June 30, 2007.

Net revenues decreased $3.1
million to $50.0 million for the six months ended June 30, 2008 from $53.1 million for the comparable six month period in 2007. The decrease in revenues is almost 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 July 31, 2007. The decrease in military and specialized carrier sales is attributable to timing of orders,
which have historically fluctuated from period to period.

Our gross profit as a percent of net
revenues decreased, declining 1.5% to 17.4% for the six months ended June 30, 2008 from 18.9% for the comparable 2007 period. Most of the decrease in the gross margin percent is attributed to our forklift/specialized carrier product line. The
balance is attributed to a very slight decrease in margins for our crane product line. The forklift/specialized carrier product line margin as percent of net revenue decreased due to a change in product mix and the negative impact of 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 are currently below our typical margin levels, due to inefficiencies experienced in
incorporating this new line and because these sales generally do not reflect the Companys recently announced price increase. Gross margin percent for the crane product line has been adversely impacted by recent increases in material prices.
Increases in raw 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. The margin percent was also favorably impacted as more customers elected to supply their own chassis instead of having the Company purchase them. The markup on the chassis purchased by
the Company is much lower than the margin on crane portion of the boom truck. A price increase for all new orders received on or after July 1sthas been implemented. The Company is, however, honoring old prices on its existing backlog. As such, a substantial benefit from the price increase will not occur until late this year or early next

Selling, general and administrative expense  Selling, general and administrative expense for the six months ended June 30, 2008 was $6.5 million
compared to $6.6 million for the comparable period in 2007. Selling, general and administrative expense for the six months ended June 30, 2008 are comprised of corporate expense of $1.7 million and $4.8 million related to operating companies.
Selling, general and administrative expense for the six months ended June 30, 2007 are comprised of corporate expense of $1.9 million and $4.7 million related to operating companies.

Selling, general and administrative expense, excluding corporate expenses increased $0.1 million to $4.8 million for the six months ended June 30, 2008 from $4.7
million for the comparable six month period in 2007. The small increase in selling, general and administrative expense is due to variances in a number of line items, which net to $0.1 million.

Corporate expenses decreased $0.2 million to $1.7 million for the six months ended June 30, 2008 from the $1.9 million for the comparable 2007 six month period. The
decrease is principally attributed to a decrease in consulting expenses, which were in 2007 primarily related to our Sarbanes & Oxley compliance initiative.

Operating income  Operating income from continuing operations of $1.8 million for the six months ended June 30, 2008 was equivalent to 3.6% of net revenues compared to an operating income of $3.0
million for the six months ended June 30, 2007 or 5.7% of net revenues. The decrease in operating income as percent of net revenues is due to a decrease in the gross margin percent (1.5%) and an increase in both research and selling,
general and administrative expenses.

Interest expense  Interest expense was $1.0 million and $1.9 million for the six months ended
June 30, 2008 and 2007, respectively. The decrease in interest expense is due to a decrease in outstanding debt and lower interest rates. Total debt outstanding decreased $12.9 million to $25.4 million at June 30, 2008 from $38.3 million
at June 30, 2007. 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 8.25% at June 30, 2007 to 5.00% at June 30, 2008. Due
to the improved financial strength of the Company our bank has agreed to further lower the interest rate on domestic line of credit from prime plus 0.75% to prime plus 0.25%. and for the Canadian line from Canadian prime plus 2.0% to Canadian prime
plus 1.5% for Canadian dollar borrowings.



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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 six
months ended June 30, 2008, the Company had a foreign currency transactions loss of $0.01 million which is net of forward currency contracts gains and losses.

The foreign currency transaction loss for the six months ended June 30, 2007 was $0.5 million. The foreign currency loss was driven by a historically unusual strengthening of the Canadian dollar during the three months ended
June 30, 2007, when the U.S. to Canadian dollar exchange rate changed from .8674 to .9404. The Company had an acquisition note payable for $2.8 million to the former owner of Liftking Industries, which is denominated in Canadian dollars. The
Company recorded a foreign exchange loss of $0.2 million for the six months ended June 30, 2007 related to this note. Additionally during the three months ended June 30, 2007, Manitex Liftking, our Canadian subsidiary, had significant
sales which were denominated in U.S. dollars and which on settlement generated a transaction loss of $0.3 million. Historically the USD / CDN$ exchange rate has not seen such volatility in a short time period and the Company had not taken any action
to mitigate its foreign exchange exposures.

Income tax (benefit)  The income tax benefit for the six months ended June 30, 2008 was
$(0.4) million. The income tax expense for six months ended June 30, 2007 was $0.2 million. The 2008 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 tax benefit related to a discrete item for the recognition of a deferred tax asset for the Texas Temporary Margin Tax Credit as a result of a resolution of an income tax examination

Net income from continuing operations  Net income from continuing operations increased $0.6 million to $1.2 million for the six months ended June 30,
2008 from $0.6 million for the six months ended June 30, 2007 for the reasons described above.

Discontinued operations of the Testing and
Assembly Equipment segment for the six month periods ended June 30, 2008 and 2007

For the six months ended June 30, 2008, discontinued
operations reported net income of $0.2 million as compared to a loss of $(1.0) million for the six months ended June 30, 2007. Discontinued operations had income for the six months ended June 30, 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 $(1.0) million for the six months ended June 30, 2007 million is comprised costs of sales of $1.4 million, operating expenses of $0.7 million offset by revenue of $1.2 million. At
June 30, 2007, the Company had a reserve of $0.3 million for the estimated loss on sale or closure of the Testing and Assembly Equipment segment. The reserve was established to cover estimated employee termination costs of $0.1 million and an
estimated provision of $0.2 million to cover contract terminations.

During the six months ended June 30, 2008 the Company reversed the $0.2 million
reserve for termination of contracts, as it was determined that it was not needed. In three months ended June 30, 2007, the Company reduced its reserve for employee termination costs by $0.1 million as the Company determined that employee
termination cost would be less than anticipated.

Liquidity and Capital Resources

Cash and cash equivalents were $1.0 million at June 30, 2008 compared to $0.6 million at December 31, 2007. As of June 30, 2008, the Company had approximately $3.0 million available to borrow under its
credit facility with Comerica Bank. The interest rate on this facility was equal to prime plus .25 % (prime was 5.00 at June 30, 2008). 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,
and 1.2 to 1 Debt Service Coverage Ratio, also defined in the agreement. See Note 13 to our consolidated financial statements for a more detailed on the terms and conditions of our credit facilities. This credit facility matures on April 1,
2010.

Additionally, the Companys Manitex Liftking subsidiary has a credit facility which allows for borrowings of up to $4.5 (CDN) million as of
June 30, 2008. At June 30, 2008, the Company had approximately $1.7 million available to borrow



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under this Canadian facility. This credit facility allows the Company to borrow in either US or Canadian dollars. Canadian dollar borrowings bear interest at
Canadian prime rate plus 1.5% (Canadian prime was 4.75% at June 30, 2008. Any borrowings under the facility in US dollars bears interest at the US prime rate (prime was 5.00% at June 30, 2008) plus .25%. 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 80% of eligible receivables and the lesser of 50% of eligible inventory or CDN $2.5 million. The indebtedness is
collateralized by substantially all of Manitex Liftking ULCs assets. This credit facility matures on April 1, 2010.

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 $3.2 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. The note is collateralized by a second priority security interest in substantially all of the assets of
the Companys Manitex Liftking subsidiary, which is subordinated to the security interest held by the Companys senior secured lender, Comerica Bank. The note has remaining unpaid balance as of June 30, 2008 of CDN $2.2 million.

At June 30, 2008, the Company had a $2.1 million note payable to Comerica Bank. This note was assumed by the Company in connection with its
acquisition of Manitex. This note bears interest at the rate of prime plus 1% and matures on April 1, 2010. 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 $0.05 million 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.

At June 30, 2008, the Company had a note payable to a Bank Direct Capital Finance with a total remaining
principal balance of $0.2 million. The note has a fixed interest rates of 5.99%. The note requires monthly payment of $54 thousand with the last payment becoming due in September 2008. The proceeds from the notes were used to pay annual premiums for
certain insurance policies carried by the Company. The holder of the note has a security interest in the insurance policies it financed and has the right upon default to cancel these policies and 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 assurance that the Company will be successful in renegotiating its current
credit facilities or consummating additional financing transactions.

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.

2008

Operating
activities consumed cash of $1.0 million for the six months ended June 30, 2008. Net income of $1.6 million and non-cash items that totaled $0.6 million were offset by changes in assets and liabilities, which consumed $3.2 million. The
principal non-cash items are depreciation and amortization of $1.0 million and stock based deferred compensation of $0.1 million which is offset by $0.5 increase in a deferred tax asset. An increase in accounts receivable of $0.9 million, an
increase in inventory of $3.8 million, an increase in prepaid expenses of $0.3 million, and a decrease in accruals of $1.4 million in total consumed $6.5 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 $3.3 million generated cash of $3.4 million.

The increase in accounts receivable is due to the fact that sales for the quarter ended June 28, 2008 were skewed toward the last month of the quarter and because days outstanding has increased by approximately four
days. The increase in inventory is related to increases of $2.0 million, $0.8 million and $0.7 million for raw materials, work in process and finished goods, respectively. 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 June 30, 2008 has also increased as a result of recent supplier price increases.
The Company is currently building a specialized carrier with a long lead time. As a result, work in process has increased. This specialized carrier is expected to be shipped in the third quarter of 2008. Although the Company builds nearly all of its
cranes against firm customer orders, it has and continues to build a few lower capacity 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 the Company had a few stock crane units in finished goods inventory.



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The decrease in accrued expenses is related to a decrease in accrued bonuses and accrued product liability. Certain
bonuses accrued at December 31, 2007 were paid during the first quarter. The decrease in accrued product liability is principally the result of making settlement payments against amounts which were also accrued at December 31, 2007. The
increase in accounts payable is due to both an increase in inventory purchases and an increase in accounts payable days outstanding.

Cash flows related to
investing activities consumed $0.2 million for the six months ended June 30, 2008. Capital expenditures of $0.3 million were offset by proceeds on the sale of fixed assets of $0.1 million. During the six 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 $1.6 million in cash for the six months ended June 30, 2008. An increase of $2.3 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 $0.7 million.

2007

Operating activities consumed cash of $2.4 million for the six months ended June 30, 2007. A net loss of $0.7 million and a change in assets and liabilities, which
consumed $3.2 million, was partially offset by non-cash items that totaled $1.5 million. An increase in accounts receivable of $3.4 million, a decrease in accounts payable of $1.7 million, an increase in prepaid expense of $0.1 million and a
decrease in other current liabilities of $0.2 million, in total consumed $5.4 million of cash. A decrease in inventory of $1.5 million, an increase in accrued expense of $0.6 million and a change in assets and liabilities of discontinued operations
of $0.2 million generated cash of $2.3 million. The increase in accounts receivable is the result of higher sales in the second quarter of 2007. Inventory, which was increased in the first quarter in anticipation of higher sales in the second
quarter, decreased as a result of higher sales in the second quarter of 2007. Accounts payable decreased to a large extent as invoices related to the previous inventory build became due and were paid. Non-cash items are principally comprised of $1.1
million of amortization and depreciation and a $0.5 million increase in inventory reserves.

Cash flows for investing activities for the six months ended
June 30, 2007 were not significant.

Financing activities contributed $2.0 million in cash for the six months ended June 30, 2007. An increase of
$2.3 million in borrowings under the Companys credit facilities and $0.8 million generated from the exercise of warrants was off set by $0.2 million decrease in capital lease obligations and a reduction in notes payable of $0.9 million. The
$0.8 million in cash received on the exercise of warrants was used to reduce the note payable to the bank.

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 15 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, 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 Standards No. 157, Fair Value Measurements which is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. This
statement defines fair value, establishes a framework for measuring fair value, and expands the related disclosure requirements. On January 1, 2008, SFAS 157 was adopted by the Company. The adoption of the Statement did not have a material
impact on its financial position, results of operations or cash flows.



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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. 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 Condensed 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 assessing the impact SFAS No. 160 will have on our 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 expect
SFAS 141R will have an impact on our accounting for future business combinations once adopted but the effect is dependent upon the acquisitions that are made in the future.

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  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 in the process of evaluating the new
disclosure requirements under SFAS 161.



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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 adoption is prohibited. The Company is in
the process of determining the impact of adopting this new accounting position on its consolidated financial position.

In May 2008, the FASB issued FASB
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.

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. The Company is currently evaluating the impact of EITF 03-6-1, but does not expect the adoption of this pronouncement will have an
impact on its results of operations, financial position and cash flows.

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 Prime 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 debt for the Company would have been an increase in annual interest expense of approximately $115.

Foreign
Exchange Risk  The Company is exposed to fluctuations in the exchange rates principally of Canadian dollars and Euros which affects 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 June 30, 2008, the Company had entered into a series of
forward currency exchange contracts. The contracts obligate the Company to purchase approximately CDN $3.8 million in total. The contracts which are in various amounts mature between July 2, 2008 and December 31, 2009. Under the contract,
the Company will purchase Canadian dollars at exchange rates



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between .9558 and .9809. The Canadian to US dollar exchange rates was .9817 at June 30, 2008. The Company purchases forward 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 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 June 30, 2008, the forward
contracts held by the Company had market value of approximately $56 thousand. 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. During the six months ended June 30, 2008, the Company has recorded a realized loss of approximately $20 thousand and an unrealized loss of approximately $103 thousand related to
forward currency contracts. During the three months ended June 30, 2008, the Company has recorded a realized loss of approximately $48 thousand and an unrealized gain of approximately $82 thousand related to forward currency contracts. 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 tiled foreign currency transaction
losses. For the six months ended June 30, 2008, the loss of $123 thousand related the forward currency contracts purchased by the Company is substantially offset by a transaction currency gains of $111. The net foreign currency loss for the six
months ended June 30, 2008 is $12 thousand. For the three months ended June 30, 2008, the Company had a net gain of $34 thousand related to forward currency contracts, a transaction currency loss of $39 thousand for net for currency loss
of $5 thousand.

The Company had foreign currency transaction losses of $0.5 million and $0.5 million for the three and six months ended June 30,
2007. The Company did not hold any foreign currency forward contracts during the six months ended June 30, 2007 and as such had no gains or losses related to forward foreign currency contracts.

Item 4Controls and Procedures

Disclosure Controls and Procedures

The Company under the supervision and with the participation of management, including the Chief
Executive Officer and the Chief 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 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

Except for the installation of consolidation software, 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 June 
30, 2008 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.



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

On June 30, 2008, the Company issued 1,155 shares of common stock to a former independent director as compensation for past services. The shares issued to the
director 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 there under and in reliance on similar exemptions under applicable state laws, as the offering was not a public offering.

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, 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

During the second quarter of our fiscal year ended December 31, 2008, our shareholders
provided the requisite written consent to amend our Articles of Incorporation in order to change our corporate name from Veri-Tek International, Corp. to Manitex International, Inc. (the Charter Amendment). Our
Board approved resolutions authorizing us to file the Charter Amendment with the Michigan Department of Labor and Economic Growth, subject to the approval of our shareholders. In order to adopt the Charter Amendment, the holders of a majority of our
outstanding shares of common stock on the record date, February 28, 2008, had to provide us with their written consent in favor thereof by April 28, 2008. By April 28, 2008, the holders of 6,715,235 shares representing 68.5% of our
outstanding shares of common stock on the record date (the Majority Holders) approved the Charter Amendment pursuant to a written consent. We affected the Charter Amendment by filing a Certificate of Amendment with the Michigan
Department of Labor and Economic Growth, which became effective on May 28, 2008.

Our Annual Meeting of Shareholders was held on
May 21, 2008. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for and against, as well the number of abstentions and broker non-votes as to each matter.

(a) Our shareholders elected the following persons as directors with votes for, votes against and abstentions listed below for each nominee:



|                    |  |           |  |               |  |        
|------------------- |  | --------- |  | ------------- |  | -------
|Director Nominee    |  | Votes For |  | Votes Against |  | Abstain
|Robert S. Gigliotti |  | 7,892,491 |  |              |  | 43,744 
|David J. Langevin   |  | 7,881,791 |  |              |  | 54,444 
|Terrence P. McKenna |  | 7,892,491 |  |              |  | 43,744 
|Marvin B. Rosenberg |  | 7,345,270 |  |              |  | 590,965
|Steven J. Tober     |  | 7,900,041 |  |              |  | 36,194 

(b) Our shareholders ratified the appointment of UHY, LLP as our independent registered public accounting firm for
the fiscal year ending December 31, 2008, with votes for, votes against, abstentions, and broker non-votes listed below:



|          |  |         |  |         |  |                 
|--------- |  | ------- |  | ------- |  | ----------------
|For       |  | Against |  | Abstain |  | Broker Non-Votes
|6,296,379 |  | 12,793  |  | 10,750  |  | 1,613,313       

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.



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EXHIBIT INDEX



|              |  |                                                                                                                                                                       |  |                           |  |          |  |             |  |            |  |              
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | -------- |  | ----------- |  | ---------- |  | -------------
|              |  |                                                                                                                                                                       |  | Incorporated by Reference |  |          |  |            
|ExhibitNumber |  | Exhibit Description                                                                                                                                                   |  | Form                      |  | File No. |  | Exhibit No. |  | FilingDate |  | FiledHerewith
|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            



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SIGNATURES

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



|               |  |     |  |                                                                                        
|-------------- |  | --- |  | ---------------------------------------------------------------------------------------
|August 7, 2008 |  | By: |  | /s/ David J. Langevin                                                                  
|               |  |     |  | David J. Langevin                                                                      
|               |  |     |  | Chairman and Chief Executive Officer (Principal Executive Officer)                     
|               |  |    
|August 7, 2008 |  | By: |  | /s/ David H. Gransee                                                                   
|               |  |     |  | David H. Gransee                                                                       
|               |  |     |  | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)



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