8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of the earliest event reported) May 11, 2015

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Michigan	001-32401	42-1628978
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9725 Industrial Drive, Bridgeview, Illinois	60455
(Address of Principal Executive Offices)	(Zip Code)

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

9725 Industrial Drive, Bridgeview, Illinois

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2015, Manitex International, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the first quarter ended March 31, 2015 (the “Press Release”). The full text of the Press Release is being furnished as Exhibit 99.1 to this Current Report. The Company also posted presentation slides (Exhibit 99.2) that will be referenced during the conference call and webcast which will take place today May 11, 2015 at 4:30 pm eastern time to discuss the first quarter 2015 results. Both Exhibits can be accessed from the Investor Relations section of the Company’s website at www.ManitexInternational.com.

The information in this Current Report (including Exhibit 99.1 and 99.2) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Company references certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached Press Release. Disclosures regarding definitions of these financial measures used by the Company and why the Company’s management believes these financial measures provide useful information to investors is also included in the Press Release.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.

SIGNATURE

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

MANITEX INTERNATIONAL, INC.
By:	/s/ DAVID GRANSEE
Name:	David Gransee
Title:	VP and CFO

Date: May 11, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated May 11, 2015
99.2	Webcast presentation slides dated May 11, 2015

EX-99.1

Exhibit 99.1

Manitex International, Inc. Reports First Quarter 2015 Results

Bridgeview, IL, May 11, 2015 — Manitex International, Inc. (Nasdaq: MNTX), a leading international provider of cranes and specialized material and container handling equipment, today announced first quarter 2015 results.

First Quarter 2015 Financial Highlights:

• Net revenues increased 69.2% year-over-year to $105.9 million compared to $62.6 million.

• Adjusted EBITDA ⁽¹⁾⁽²⁾ was $8.0 million or 7.6% of sales, compared to $4.7 million or 7.5% of sales.

• Adjusted net income ⁽¹⁾⁽²⁾ was $1.5 million or $0.10 per share, compared to net income of $1.9 million or $0.14 per share.

• Net loss of $0.2 million or $(0.01) per share (inclusive of approximately $3 million in transaction costs) compared to net income of $1.9 million or $0.14 per share.

• Repaid $2.8 million of term debt, including $1.5 advance payment of remaining 2015 principal requirements on term debt for PM acquisition.

• Consolidated backlog as of March 31, 2015 was $109.6.

Transactions:

• On January 15th 2015, completed the acquisition of PM Group a manufacturer of truck mounted knuckle-boom cranes based near Modena, Italy for a purchase consideration of $30.4 million, comprising cash of $20.3 million and 994,483 shares of common stock.

• Prior to the quarter, on December 19, 2014 acquired 51% of ASV Inc, a manufacturer of compact tracked loaders and skid steers based in Minnesota, for a purchase consideration of $26.4 million, comprising cash of $25.0 million, and a note payable to the seller of $1.4 million.

(1) Adjusted EBITDA and adjusted net income are non-GAAP (generally accepted accounting principles in the United States of America) financial measures. These measures may be different from non-GAAP financial measures used by other companies. We encourage investors to review the section below entitled “Non-GAAP Financial Measures.”

(2) Adjustments include approximately $3.0 million pretax in transaction and other costs associated with ASV and PM- Group transactions, reconciled in tables below.

Chairman and Chief Executive Officer, David Langevin, commented, “We have brought together an exceptional portfolio of specialized industrial equipment businesses and are making good progress integrating our most recent acquisitions. This was the first quarter in which we have included both ASV and PM Group in our results, and as expected, our financials have changed significantly, with revenues now running at over $100 million per quarter. The opportunity to add PM knuckle boom cranes to our North American assembly operations and market throughout our dealer network remains a top priority for this year and beyond, and we’re excited about growing this business. ASV also remains an exciting opportunity for us, with modest improvement in US construction markets expected this year, which will benefit ASV’s performance. Given continued global economic softness, we are concentrating our efforts on optimizing our cost structure and allocating resources to our higher margin business units that we believe will drive our future growth.”

Net revenues increased $43.3 million to $105.9 million for the three months ended March 31, 2015 from $62.6 million for the comparable period in 2014. Without the ASV and PM transactions, which had combined revenues of $48.6 million, revenues would have decreased $5.3 million, of which $3.4 resulted from the impact of currency translation with a stronger U.S. dollar compared to the first quarter of 2014. PM knuckle boom crane sales were encouraging in the quarter in most sales regions, and particularly in the Americas and Europe where construction activity continued to show improvement. ASV sales were substantially focused on the North American market and for the quarter were skewed more heavily towards the lower capacity units used in more general construction activity. We experienced a reduction in the first quarter sales of the Manitex boom truck business in trucks having greater than a 40 ton capacity principally related to the decline in demand from the energy sector. The majority of this decline was offset by increased sales of material handling equipment reflecting increased shipments of military forklifts. Sales in the Equipment Distribution segment were $1.2 million lower than in the comparable period of 2014.

—  more  —

Adjusted net income for the first quarter of 2015, excluding $3.0 million pretax of acquisition related and other costs related to the transactions for the newly acquired businesses of ASV and PM, was $1.5 million or $0.10 per share compared to net income of $1.9 million and $0.14 per share for the first quarter of 2014. Operating income adjusted for the acquisition expenses in the first quarter of 2015 was 4.9% of sales compared to 5.8% for the three months ended March 31, 2014, resulting from an adverse sales mix of lower capacity product and lower crane sales that was only partially offset by $0.8 million of lower operating expenses, excluding the acquired businesses. On an adjusted basis, gross margin was 20% and SG&A as a percentage of sales was 14% for the quarter, compared to 18.5% and 11.6% respectively for the three months ended March 31, 2014, reflecting some of the structural changes from the recent acquisitions, including additional operations, both sales and manufacturing, in a number of overseas locations.

Andrew Rooke, Manitex International President and Chief Operating Officer, commented, “During the first quarter we commenced the integration and assimilation of our recent acquisitions into the Company. ASV and PM contributed almost $50 million to our top line and provided additional diversification of product and market to our profile. During the quarter we were very active in the market with our distribution networks and received a very positive reception as we commenced the re-launch of the ASV brand as well as actively promoting the PM knuckle boom crane. Our cost reduction program announced at the end of last year, picked up steam during the quarter and had a positive impact in the quarter helping to offset the gross margin effect of some adverse sales mix, and we are on track to achieve the $4 million goal set for 2015. The recent expansion of the Company through the acquisition of ASV and PM has increased our leverage and we have rapidly attacked our debt, making principal repayments of $2.8 million, including a $1.5 million advance payment in March to satisfy all 2015 principal payments on the PM acquisition term loan. Our objective is continue to pay off debt through working capital improvements during 2015 and beyond, with the objective of returning our balance sheet ratios in time back to our normalized levels.”

Mr. Langevin concluded, “Our plan for this year remains to integrate and execute, and this will require continued emphasis on cost containment, integrating our operations, and managing our balance sheet for the benefit of our shareholders. Going forward we would expect to allocate our future cash flows to investing in our higher-margin businesses and paying down our debt to maintain the financial flexibility that has been a hallmark of this company since we first started this in 2006.”

Conference Call:

Management will host a conference call at 4:30 PM Eastern Time today to discuss the results with the investment community. Anyone interested in participating in the call should dial 1-800-967-7134 if calling within the United States or 719-325-2418 if calling internationally. A replay will be available until May 18, 2015 which can be accessed by dialing 877-870-5176 if calling within the United States or 858-384-5517 if calling internationally. Please use passcode 7731331 to access the replay. The call will additionally be broadcast live and archived for 90 days over the internet with accompanying slides, accessible at the investor relations portion of the Company’s corporate website, www.manitexinternational.com/eventspresentations.aspx.

About Manitex International, Inc.

Manitex International, Inc. is a leading worldwide provider of highly engineered specialized equipment including boom truck, truck and knuckle boom cranes, container handling equipment and reach stackers, rough terrain forklifts, and other related equipment. Our products, which are manufactured in facilities located in the USA, Canada, and Italy, are targeted to selected niche markets where their unique designs and engineering excellence fill the needs of our customers and provide a competitive advantage. We have consistently added to our portfolio of branded products and equipment both through internal development and focused acquisitions to diversify and expand our sales and profit base while remaining committed to our niche market strategy. Our brands include Manitex, PM, O&S, CVS Ferrari, Badger, Liftking, Load King, Sabre, and Valla. ASV, our Venture with Terex Corporation, manufactures and sells a line of high quality compact track and skid steer loaders.

Forward-Looking Statement

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: This release contains statements that are forward-looking in nature which express the beliefs and expectations of management including statements regarding the Company’s expected results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “will,” “should,” “could,” and similar expressions. Such statements are based on current plans, estimates and expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. These factors and additional information are discussed in the Company’s filings with the Securities and Exchange Commission and statements in this release should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Company Contact
Manitex International, Inc.	Darrow Associates Inc.
David Langevin	Peter Seltzberg, Managing Director
Chairman and Chief Executive Officer	Investor Relations
(708) 237-2060	(516) 510-8768
djlangevin@manitexinternational.com	pseltzberg@darrowir.com

MANITEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for share and per share data)

	Three Months Ended March 31,
	2015			2014
	Unaudited			Unaudited
Net revenues	$	105,882		$	62,576
Cost of sales		85,569			50,972
Gross profit		20,313			11,604
Operating expenses
Research and development costs		1,216			720
Selling, general and administrative expenses		16,955			7,273
Total operating expenses		18,171			7,993
Operating income		2,142			3,611
Other income (expense)
Interest expense		(2,934	)		(805	)
Foreign currency transaction gains (losses)		945			(11	)
Other (expense)		(10	)		(13	)
Total other Income (expense)		(1,999	)		(829	)
Income before income taxes and loss in non-marketable equity interest		143			2,782
Income tax		34			905
Loss in non- marketable equity interest, net of taxes		(39	)		—
Net income	$	70		$	1,877
Net income attributable to noncontrolling interest		(294	)		—
Net (loss) income attributable to shareholders of Manitex International, Inc.	$	(224	)	$	1,877
Earnings Per Share
Basic	$	(0.01	)	$	0.14
Diluted	$	(0.01	)	$	0.14
Weighted average common shares outstanding
Basic		15,836,423			13,807,312
Diluted		15,836,423			13,840,506

MANITEX INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	March 31, 2015			December 31, 2014
	Unaudited			Unaudited
ASSETS
Current assets
Cash	$	5,578		$	4,370
Trade receivables (net)		85,335			60,855
Accounts receivable from related party		586			8,609
Other receivables		3,356			243
Inventory (net)		120,487			97,182
Deferred tax asset		1,324			1,325
Prepaid expense and other		6,853			1,733
Total current assets		223,519			174,317
Total fixed assets (net)		44,281			28,846
Intangible assets (net)		76.060			51,922
Deferred tax asset		10,974			2,081
Goodwill		76,546			48,944
Other long-term assets		6,325			4,176
Non-marketable equity investment		5,912			5,951
Total assets	$	443,617		$	316,237
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable—short term	$	36,669		$	11,499
Revolving credit facilities		1,255			2,798
Current portion of capital lease obligations		1,746			1,631
Accounts payable		57,879			36,006
Accounts payable related parties		2,859			503
Income tax payable on conversion of ASV		—			16,500
Accrued expenses		21,006			13,117
Other current liabilities		3,167			2,407
Total current liabilities		124,581			84,461
Long-term liabilities
Revolving term credit facilities		52,360			46,457
Notes payable		85,157			40,588
Capital lease obligations		2,237			2,710
Convertible note-related party		6,641			6,611
Convertible note		14,310			—
Deferred gain on sale of building		1,172			1,268
Deferred tax liability		16,840			4,163
Other long-term liabilities		5,133			1,973
Total long-term liabilities		183,850			103,770
Total liabilities		308,431			188,231
Commitments and contingencies
Shareholders’ equity
Preferred Stock—Authorized 150,000 shares, no shares issued or outstanding at March 31, 2015 and December 31, 2014		—			—
Common Stock—no par value 20,000,000 shares authorized, 16,013,845 and 14,989,694 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		92,453			82,040
Paid in capital		2,530			1,789
Retained earnings		21,736			21,960
Accumulated other comprehensive income		(5,066	)		(1,023	)
Equity attributable to shareholders of Manitex International, Inc.		111,653			104,766
Equity attributable to noncontrolling interest		23,533			23,240
Total Equity		135,186			128,006
Total liabilities and shareholders’ equity	$	443,617		$	316,237

MANITEX INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

	Three Months Ended March 31,
	2015			2014
	Unaudited			Unaudited
Cash flows from operating activities:
Net income	$	70		$	1,877
Adjustments to reconcile net income to cash (used) provided by operating activities:
Depreciation and amortization		2,900			1,111
Changes in allowances for doubtful accounts		82			(7	)
Changes in inventory reserves		14			(99	)
Deferred income taxes		(85	)		1
Amortization of deferred financing cost		324			56
Amortization of debt discount		180			—
Loss on earning in equity interest		39			—
Stock based compensation		573			513
Gain on disposal of assets		(8	)		—
Reserves for uncertain tax provisions		4			5
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		1,498			(5,639	)
(Increase) decrease in accounts receivable finance		—			53
(Increase) decrease in inventory		(3,255	)		(2,747	)
(Increase) decrease in prepaid expenses		(3,231	)		(193	)
(Increase) decrease in other assets		(27	)		—
Increase (decrease) in accounts payable		1,853			2,614
Increase (decrease) in accrued expense		95			(1,888	)
(Decrease) in income tax payable on ASV conversion		(16,500	)		—
Increase (decrease) in other current liabilities		128			642
Increase (decrease) in other long-term liabilities		(35	)		—
Net cash used for operating activities		(15,381	)		(3,701	)
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(18,991	)		—
Proceeds for the sale of fixed assets		11			—
Purchase of property and equipment		(532	)		(126	)
Net cash used for investing activities		(19,512	)		(126	)
Cash flows from financing activities:
Borrowing (Repayments) on revolving term credit facilities		5,313			(1,773	)
Net borrowings on working capital facilities		3,177			780
New borrowing – convertible note		15,000			—
New borrowing – term loan		14,000			—
New borrowings—other		4,323			677
Bank fees and cost related to new financing		(1,089	)		—
Note payments		(3,147	)		(483	)
Payments on capital lease obligations		(358	)		(348	)
Net cash provided by (used for) financing activities		37,219			(1,147	)
Net increase (decrease) in cash and cash equivalents		2,326			(4,974	)
Effect of exchange rate change on cash		(1,118	)		(67	)
Cash and cash equivalents at the beginning of the year		4,370			6,091
Cash and cash equivalents at end of period	$	5,578		$	1,050

Supplemental Information

In an effort to provide investors with additional information regarding the Company’s results, Manitex International refers to various non-GAAP (U.S. generally accepted accounting principles) financial measures which management believes provides useful information to investors. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. Manitex International believes that this information is useful to understanding its operating results and the ongoing performance of its underlying businesses. Management of Manitex International uses both GAAP and non–GAAP financial measures to establish internal budgets and targets and to evaluate the Company’s financial performance against such budgets and targets.

The amounts described below are unaudited, are reported in thousands of U.S. dollars, and are as of, or for the three month period ended March 31, 2015, unless otherwise indicated.

Non-GAAP Financial Measures

This press release includes the following non-GAAP financial measures: “Adjusted EBITDA” (earnings before interest, tax, foreign exchange transaction gain / losses, other income / expense acquisition related expense and other exceptional costs and depreciation and amortization) and Adjusted Net Income. These non-GAAP terms, as defined by the Company, may not be comparable to similarly titled measures used by other companies. Neither Adjusted Net Income nor Adjusted EBITDA are a measure of financial performance under generally accepted accounting principles. Items excluded from Adjusted EBITDA and Adjusted Net Income are significant components in understanding and assessing financial performance. Adjusted EBITDA and Adjusted Net Income should not be considered in isolation or as a substitute for net earnings, operating income and other consolidated earnings data prepared in accordance with GAAP or as a measure of our profitability. A reconciliation of net income to Adjusted EBITDA and Adjusted Net Income is provided below.

The Company’s management believes that Adjusted EBITDA and Adjusted EBITDA as a percentage of sales and Adjusted Net Income represent key operating metrics for its business. Adjusted Earnings Before Interest, Taxes, foreign exchange transaction gain / losses, other income / expense, acquisition related expense and other exceptional costs and Depreciation and Amortization (Adjusted EBITDA) and Adjusted Net Income, GAAP net income adjusted for acquisition and certain other one off items are a key indicator used by management to evaluate operating performance. While Adjusted EBITDA and Adjusted Net Income are not intended to replace any presentation included in our consolidated financial statements under generally accepted accounting principles (GAAP) and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, we believe these measures are useful to investors in assessing our operating results, capital expenditure and working capital requirements and the ongoing performance of its underlying businesses. These calculations may differ in method of calculation from similarly titled measures used by other companies. A reconciliation of Adjusted EBITDA and Adjusted Net Income to GAAP financial measures for the three month period ended March 31, 2015 and 2014 is included with this press release below and with the Company’s related Form 8-K.

Reconciliation of GAAP Net Income to Adjusted EBITDA (in thousands)

	Three Months Ended
	March 31, 2015			March 31, 2014
Net (loss) income		(224	)		1,877
Net income attributable to noncontrolling interest		294			—
Income tax		34			905
Interest expense		2,934			805
Foreign currency transaction losses (gain)		(945	)		11
Other (income) expense		10			13
Acquisition and other expense		3,027			—
Depreciation & Amortization		2,900			1,111
Adjusted Earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	8,030		$	4,722
Adjusted EBITDA % to sales		7.6	%		7.5	%

Reconciliation of GAAP Net Income to Adjusted Net Income (in thousands)

	Three Months Ended
	March 31, 2015			March 31, 2014
Net (loss) income as reported	$	(224	)	$	1,877
Pre – tax acquisition and other expenses		3,027			—
Tax effect based on jurisdictional blend		(879	)		—
Change in net income attributable to noncontrolling interest		(406	)		—
Adjusted Net Income	$	1,518		$	1,877
Weighted average diluted shares outstanding		15,836,423			13,840,506
Diluted earnings per share as reported	$	(0.01)		$	0.14
Total EPS Effect	$	0.11			—
Adjusted Diluted earnings per share	$	0.10		$	0.14

Acquisition and other expense

After tax expense and per share amounts (Adjusted Net Income) are calculated using pre-tax amounts, applying a tax rate based on jurisdictional rates to arrive at an after-tax amount. This number is divided by the weighted average diluted shares to provide the impact on earnings per share. The company assesses the impact of these items because when discussing earnings per share, the Company adjusts for items it believes are not reflective of operating activities in the periods.

First Quarter 2015	Pre-tax		After-tax		EPS
Deal transaction related	$	2,687	$	1,903	$	0.12
Exceptional operating cost	$	357	$	245	$	0.02
Change in noncontrolling interest	$	(406)	$	(406)	$	(0.03)
Total	$	2,638	$	1,742	$	0.11

There were no items adjusting First Quarter 2014.

Backlog

Backlog is defined as purchase orders that have been received by the Company. The disclosure of backlog aids in the analysis the Company’s customers’ demand for product, as well as the ability of the Company to meet that demand. Backlog is not necessarily indicative of sales to be recognized in a specified future period.

	March 31, 2015		December 31, 2014			March 31, 2014
Backlog	$	109,625	$	107,327		$	100,023
3/31/2015 increase v prior period				2.1	%		9.6	%

Current Ratio is calculated by dividing current assets by current liabilities.

	March 31, 2015		December 31, 2014
Current Assets	$	223,519	$	174,317
Current Liabilities	$	124,581	$	84,347
Current Ratio		1.8		2.1

Days Sales Outstanding, (DSO), is calculated by taking the sum of net trade and related party receivables divided by annualized sales per day (sales for the quarter, multiplied by 4, and the sum divided by 365).

Days Payables Outstanding, (DPO), is calculated by taking the sum of net trade and related party payables divided by annualized cost of sales per day (cost of goods sold for the quarter, multiplied by 4, and the sum divided by 365).

Debt is calculated using the Condensed Consolidated Balance Sheet amounts for current and long term portion of long term debt, capital lease obligations, notes payable, convertible notes and revolving credit facilities. Debt to Adjusted EBITDA ratio is calculated by dividing total debt at the balance sheet date by trailing twelve month Adjusted EBITDA.

	March 31, 2015			December 31, 2014
Current portion of long term debt		36,669			11,499
Current portion of capital lease obligations		1,746			1,631
Revolving credit facilities		1,255			2,798
Revolving term credit facilities		52,360			46,457
Notes payable – long term		85,157			40,588
Capital lease obligations		2,237			2,710
Convertible Notes		20,951			6,611
Debt	$	200,375		$	112,294
Trailing 12 month Adjusted EBITDA*	$	24,172		$	20,864
Debt to Adjusted EBITDA Ratio		8.3	*		5.4	*

* The ASV and PM acquisitions have been included for the period since their respective acquisition, December 19, 2014 for ASV and January 15, 2015 for PM. Therefore trailing twelve month Adjusted EBITDA only includes contributions from ASV of 102 days and 75 days from PM. With a full year of ASV and PM, on a proforma basis, Debt to Adjusted EBITDA ratio is 4.9.

Interest Cover is calculated by dividing Adjusted EBITDA (earnings before interest, tax, foreign exchange transaction gain / losses, other income / expense acquisition related expense and other exceptional costs and depreciation and amortization) for the trailing twelve month period (April 1 2014 to March 31, 2015) by interest expense as reported in the Consolidated Statement of Income for the same period.

	12 Month Period April 1, 2014 to March 31, 2015		12 Month Period April 1, 2013 to March 31, 2014
Adjusted EBITDA	$	24,172	$	22,084
Interest Expense		5,279		3,158
Interest Cover Ratio		4.6		7.0

Inventory turns are calculated by multiplying cost of goods sold for the referenced three month period by 4 and dividing that figure by inventory as at the referenced period.

Manufacturing Expenses include manufacturing wages, salaries, fixed and variable overhead costs.

Operating Working Capital is calculated using the Consolidated Balance Sheet amounts for Trade receivables (net of allowance) plus inventories, less Accounts payable. The Company considers excessive working capital as an inefficient use of resources, and seeks to minimize the level of investment without adversely impacting the ongoing operations of the business.

	March 31, 2015			December 31, 2014
Trade receivables (net)	$	85,335		$	60,855
Inventory (net)		120,487			97,182
Less: Accounts payable		57,879			36,006
Total Operating Working Capital	$	147,943		$	122,031
% of Trailing Three Month Annualized Net Sales		34.9	%		45.6	%

Trailing Twelve Months Adjusted EBITDA is calculated by adding the reported Adjusted EBITDA for the past 4 quarters.

Three Months Ended:	Adjusted EBITDA
June 30, 2014		6,293
September 30, 2014		4,519
December 31, 2014		5,330
March 31, 2015		8,030
Trailing Twelve Months Adjusted EBITDA	$	24,172

Trailing Three Month Annualized Net Sales is calculated using the net sales for quarter, multiplied by four.

	Three Months Ended
	March 31, 2015		March 31, 2014		December 31, 2014
Net sales	$	105,882	$	62,576	$	66,909
Multiplied by 4		4		4		4
Trailing Three Month Annualized Net Sales	$	423,528	$	250,304	$	267,636

Working capital is calculated as total current assets less total current liabilities

	March 31, 2015		December 31, 2014
Total Current Assets	$	223,519	$	174,317
Less: Total Current Liabilities		124,581		84,347
Working Capital	$	98,938	$	89,970

EX-99.2

“Focused manufacturer

of engineered lifting

equipment”

Manitex International, Inc.

(NASDAQ:MNTX)

Conference Call

First Quarter 2015

May 11th, 2015

Exhibit 99.2

2

Forward Looking Statements &

Non GAAP Measures

“Focused manufacturer

of engineered lifting

equipment”

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: This presentation

contains statements that are forward-looking in nature which express the beliefs and expectations of

management including statements regarding the Company’s expected results of operations or liquidity;

statements concerning projections, predictions, expectations, estimates or forecasts as to our business,

financial and operational results and future economic performance; and statements of management’s goals

and objectives and other similar expressions concerning matters that are not historical facts.  In some

cases, you can identify forward-looking statements by terminology such as “anticipate,”

“estimate,”

“plan,”

“project,”

“continuing,”

“ongoing,”

“expect,”

“we believe,”

“we intend,”

“may,”

“will,”

“should,”

“could,”

and similar expressions. Such statements are based on current plans, estimates and expectations and

involve a number of known and unknown risks, uncertainties and other factors that could cause the

Company's future results, performance or achievements to differ significantly from the results, performance

or achievements expressed or implied by such forward-looking statements. These factors and additional

information are discussed in the Company's filings with the Securities and Exchange Commission and

statements in this presentation should be evaluated in light of these important factors. Although we believe

that these statements are based upon reasonable assumptions, we cannot guarantee future results.

Forward-looking statements speak only as of the date on which they are made, and the Company

undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of

new information, future developments or otherwise.

Non-GAAP

Measures:

Manitex

International

from

time

to

time

refers

to

various

non-GAAP

(generally

accepted accounting principles) financial measures in this presentation.  Manitex believes that this

information is useful to understanding its operating results without the impact of special items. See

Manitex’s First Quarter 2015 Earnings Release on the Investor Relations section of our website

www.manitexinternational.com

for a description and/or reconciliation of these measures.

3

“Focused manufacturer

of engineered lifting

equipment”

Overview

•

Cost reductions through sourcing and operating efficiency initiatives

•

Continued integration of ASV and PM Group

•

Optimize our capital allocation, multi year process:

Invest in and grow our higher margin businesses-PM, ASV, Manitex are our

portfolio’s “top producers”

with respect to margins and addressable markets

Consider

“addition

by

subtraction”

for

lower

margin

units

that

could

have

synergies elsewhere

All proceeds to retire debt and bring our capital ratios to historic ranges

4

“Focused manufacturer

of engineered lifting

equipment”

Commercial Overview

Q1 market conditions generally slow.

Growth of 2% over 12/31/2014

Broad based order book: ASV 10%, PM 15% Manitex 75%

3/31/15 Backlog of $109.6 million (12/31/14, $107.3 million; 3/31/14, $100.0 million):

PM

ASV

Significant

activity

and

interest

related

to

our

new

acquisition

products.

Oil and gas demand significantly lower

N. American general construction demand for our equipment flat in the quarter

European and international markets modest improvement, together with benefit from more

competitive Euro.

5

Key Figures -

Quarterly

“Focused manufacturer

of engineered lifting

equipment”

USD thousands

Q1-2015*

Q1-2014

Q4-2014*

Net sales

$105,882

$62,576

$66,909

% change in Q1-2015 to prior period

69.2%

58.3%

Gross profit

21,163

11,604

12,623

Gross margin %

20.0%

18.5%

18.9%

Operating expenses

15,993

7,993

8,531

Adjusted Net Income

$1,518

1,877

2,185

Adjusted Earnings Per Share

$0.10

$0.14

$0.16

Adjusted Ebitda

8,030

4,722

5,330

Adjusted Ebitda % of Sales

7.6%

7.5%

8.0%

Working capital

98,938

75,171

89,970

Current ratio

1.8

2.5

2.1

Backlog

109,625

100,023

107,327

% change in Q1-2015 to prior period

9.6%

2.1%

*As adjusted. See reconciliation to US GAAP on appendix

6

“Focused

manufacturer of

engineered lifting

equipment”

Q1-2015 Operating Performance

$m

Q1-2014 sales

$62.6

Currency translation

(3.4)

Sales from acquisitions

48.6

Volume

(1.9)

Q1-2015 sales

$105.9

$m

Q1-2014 Net income

$1.9

Increase in gross margin from sales

9.6

Operating expenses from acquisitions

(9.0)

Reduced SG&A & R&D

1.0

Interest expense

(2.1)

Other income (expense)

0.9

Tax & other

(0.1)

Attributable to noncontrolling interest

(0.7)

Q1-2015 Adjusted net income

$1.5

7

Working Capital

“Focused manufacturer

of engineered lifting

equipment”

$000

March 31,

2015

December 31,

2014

Working Capital

$98,938

$89,470

Days sales outstanding (DSO)

74

83

Days payable outstanding (DPO)

62

60

Inventory turns

2.8

2.2

Current ratio

1.8

2.1

Operating working capital

147,943

122,031

Operating working capital % of annualized LQS

34.9%

45.6%

Operating working capital increase of $25.9m of which $20.3m from PM acquisition 

Working capital ratios now reflect higher proportion of international activity. N.

America based operations DSO is 66 days and DPO is 45 days 

Current ratio would be 2.1 at March 2015 adjusting for PM working capital facilities of

$20.3m  that are transactional and therefore current, (compared to N. American term

lines of credit that are long term)

8

“Focused manufacturer

of engineered lifting

equipment”

$000

March 31,

2015

December 31,

2014

Total Cash

$5,578

$4,370

Total Debt

200,375

112,294

Total Equity

135,186

128,006

Net capitalization

$329,983

$235,930

Net debt / capitalization

59.0%

45.7%

Adjusted EBITDA (for three months ended)

$8,030

$5,330

Adjusted EBITDA % of sales

7.6%

8.0%

Repayments of debt principal  of $2.8m in Q1-2015; This includes prepayment of $1.5m on Comerica

term loan.

Availability,

based

on

collateral,

under

working

capital

lines

in

N.

America

of

$14.8m

and

$6.6m

in

ASV

Average Debt Cost approximates 6%

Debt & Liquidity

•

Net capitalization is the sum of debt plus equity minus cash

•

Net debt is total debt less cash

9

“Focused manufacturer

of engineered lifting

equipment”

Debt

As at March 31, 2015

PM

ASV

Other

Total

Working capital facilities

20,295

16,219

46,225

82,739

Term debt

36,002

39,500

12,000

87,502

Capital leases

4,983

4,983

Convertible notes

20,951

20,951

Other acquisition notes

4,200

4,200

$56,297

$55,719

$88,359

$200,375

Note:

Non-recourse to Manitex

International Inc.

$56,297

$55,719

$112,016

Interest cost for three

months ended March

31, 2015

$2,934

10

Summary

“Focused manufacturer

of engineered lifting

equipment”

Implementation and execution of integration of PM & ASV JV

Progression on cost savings

Decrease working capital

Reduce outstanding debt

Begin program of strategic rationalization

11

APPENDIX

“Focused manufacturer

of engineered lifting

equipment”

Reconciliation of Q1-2015 Adjusted net income and adjusted EPS

Reconciliation of Q1-2015 Adjusted EBITDA to GAAP net income

Q1-2015 Acquisition and other expense

Three Months Ended

March 31,

2015

March 31,

2014

Net  (loss) income

(224)

1,877

Net income attributable to noncontrolling

interest

294

-

Income tax 

34

905

Interest expense

2,934

805

Foreign currency transaction losses (gain) 

(945)

11

Other (income) expense

10

13

Acquisition and other expense 

3,027

-

Depreciation & Amortization

2,900

1,111

Adjusted Earnings before interest,

taxes, depreciation and amortization

(Adjusted EBITDA)

$8,030

$4,722

Adjusted EBITDA % to sales

7.6%

7.5%

Three Months Ended

March 31,

2015

March 31,

2014

Net  (loss) income as reported

(224)

1,877

Pre – tax acquisition and other expenses

3,027

--

Tax effect based on jurisdictional blend

(879)

--

Increase in net income to noncontrolling

interest

(406)

Adjusted Net Income

$1,518

$1,877

Weighted average diluted shares

outstanding

15,836,423

13,840,506

Diluted earnings per share as reported

($0.01)

$0.14

Total EPS Effect

$0.11

--

Adjusted Diluted earnings per share 

$0.10

$0.14

First

Quarter 2015

Pre-tax

After-tax

EPS

Deal transaction related

$2,6

87

$1,

903

$0.12

Exceptional operating cost

$357

$245

$0.02

Change

in noncontrolling

interest

$(406)

$(406)

$(0.03)

Total

$2,638

$1,742

$0.11

12

APPENDIX

“Focused manufacturer

of engineered lifting

equipment”

Reconciliation of Q4-2014 Adjusted net income and adjusted EPS

Reconciliation of Q4-2014 Adjusted EBITDA to GAAP net income

Q4-2014 Acquisition and other expense

Three Months Ended

Twelve Months Ended

December 31,

2014

December 31,

2013

December 31,

2014

December 31,

2013

Net  income as reported

472

2,991

7,103

10,178

Pre – tax acquisition and other expenses

2,517

--

2,517

-

Tax effect based on jurisdictional blend

(804)

--

(804)

-

Adjusted Net Income

$2, 185

$2,991

$8,816

$10,178

Weighted average diluted shares

outstanding

14,029,205

13,821,352

13,904,289

12,717,575

Diluted earnings per share as reported

$0.03

$0.22

$0.51

$0.80

Total EPS Effect

$0.13

--

$0.12

--

Adjusted Diluted earnings per share 

$0.16

$0.22

$0.63

$0.80

Three Months Ended

Twelve Months Ended

December 31,

2014

December 31,

2013

December 31,

2014

December 31,

2013

Net  income

472

2,991

7,103

10,178

Net loss attributable to noncontrolling

interest

(136)

--

(136)

--

Income tax 

393

1,182

3,676

4,269

Interest expense

958

765

3,150

2,946

Foreign currency transaction losses (gain) 

80

23

107

95

Other (income) expense

(31)

59

36

50

Acquisition and other expense 

2,356

-

2,356

-

Depreciation & Amortization

1,238

1,205

4,572

3,945

Adjusted Earnings before interest,

taxes, depreciation and amortization

(Adjusted EBITDA)

$5,330

$6,225

$20,864

$21,483

Adjusted EBITDA % to sales

8.0%

9.5%

7.9%

8.8%

Fourth Quarter 2014 

Pre-tax

After-tax

EPS

Deal transaction related

$2,176

$1,481

$0.11

Exceptional operating cost

341

232

0.02

Total

$2,517

$1,713

$0.12