INDEX COLUMBUS McKINNON CORPORATION Page # Part I. Financial Information Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed consolidated balance sheets - September 29, 1996 and March 31, 1996 2 Condensed consolidated statements of income and retained earnings - Three months and six months ended September 29, 1996 and October 1, 1995 3 Condensed consolidated statements of cash flows - Six months ended September 29, 1996 and October 1, 1995 4 Notes to condensed consolidated financial statements - September 29, 1996 5 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8 Part II. Other Information Item 1. Legal Proceedings - none. 12 Item 2. Changes in Securities - none. 12 Item 3. Defaults upon Senior Securities - none. 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information - none. 12 Item 6. Exhibits and Reports on Form 8-K 12 1
Part I. Financial Information Item 1. Condensed Consolidated Financial Statements (Unaudited) <TABLE> <CAPTION> COLUMBUS McKINNON CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 29, March 31, 1996 1996 ----------------------------- (In thousands) <S> <C> <C> ASSETS: Current assets: Cash and cash equivalents $11,238 $10,171 Trade accounts receivable 37,724 38,741 Inventories 48,464 48,303 Prepaid expenses 1,770 1,788 -------- --------- Total current assets 99,196 99,003 Net property, plant, and equipment 31,799 30,909 Goodwill and other intangibles, net 43,348 42,951 Marketable securities 12,356 11,174 Deferred taxes on income 3,481 2,881 Other assets 1,741 1,816 --------- --------- Total assets $191,921 $188,734 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Notes payable to banks $0.00 $1,635 Trade accounts payable 12,794 15,661 Accrued liabilities 14,557 15,803 Current portion of long-term debt 1,276 1,446 --------- --------- Total current liabilities 28,627 34,545 Long-term debt, less current portion 7,234 8,298 Other non-current liabilities 8,971 8,269 --------- --------- Total liabilities 44,832 51,112 Shareholders' equity: Common stock 137 137 Additional paid-in capital 94,843 94,283 Retained earnings 57,910 49,386 ESOP debt guarantee (4,772) (5,238) Other (1,029) (946) --------- --------- Total shareholders' equity 147,089 137,622 --------- --------- Total liabilities and shareholders' equity $191,921 $188,734 ========= ========= <FN> See accompanying notes to condensed consolidated financial statements. </FN> </TABLE> 2
<TABLE> <CAPTION> COLUMBUS McKINNON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) Three Months Ended Six Months Ended ------------------------- ------------------------- September 29, October 1, September 29, October 1, 1996 1995 1996 1995 ------------- ---------- ------------- ---------- (In thousands, except per share data) <S> <C> <C> <C> <C> Net sales $64,426 $44,534 $130,161 $89,066 Cost of products sold 45,242 31,848 90,960 64,047 ------ ------ ------ ------ Gross profit 19,184 12,686 39,201 25,019 Selling expenses 5,310 4,061 11,312 7,997 General and administrative expenses 4,507 2,641 9,399 5,668 Amortization of intangibles 457 17 899 40 Environmental remediation costs 0 620 0 624 ------ ------ ------- ------ 10,274 7,339 21,610 14,329 ------ ------ ------- ------ Income from operations 8,910 5,347 17,591 10,690 Interest and debt expense 223 614 479 1,213 Interest and other income 232 120 415 240 ------ ------ ------- ------ Income before income taxes 8,919 4,853 17,527 9,717 Income tax expense 3,708 1,853 7,284 3,715 ------ ------ ------- ------ Net income 5,211 3,000 10,243 6,002 Retained earnings - beginning of period 53,632 41,037 49,386 38,443 Cash dividends of $0.07, $0.059, $0.13 and $0.118 per share (933) (406) (1,719) (812) Cash dividends on preferred shares 0 (3) 0 (5) ------ ------ ------ ------ Retained earnings - end of period $57,910 $43,628 $57,910 $43,628 ======= ======= ======= ======= Earnings per share, both primary and fully diluted $0.39 $0.42 $0.77 $0.85 ======= ======= ======= ======= <FN> See accompanying notes to condensed consolidated financial statements. </FN> </TABLE> 3
<TABLE> <CAPTION> COLUMBUS McKINNON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended -------------------------- September 29, October 1, 1996 1995 ---------- --------- (In thousands) OPERATING ACTIVITIES: <S> <C> <C> Net income $10,243 $6,002 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,338 1,510 Other 161 45 Changes in operating assets and liabilities: Trade accounts receivable 1,201 2,001 Inventories (217) (1,919) Prepaid expenses 11 (188) Other assets (426) 45 Trade accounts payable (2,788) 544 Accrued and non-current liabilities (1,123) (2,793) -------- -------- Net cash provided by operating activities 10,400 5,247 INVESTING ACTIVITIES: Acquisition of patents (186) (71) Yale acquisition costs (603) 0 Purchases of marketable securities, net of sales (996) (589) Capital expenditures (3,281) (3,641) -------- -------- Net cash used in investing activities (5,066) (4,301) FINANCING ACTIVITIES: Net (payments) borrowings under revolving line-of-credit agreements (1,624) 3,218 Repayment of debt (1,231) (1,819) Deferred financing costs incurred (500) (615) Dividends paid (1,572) (1,257) Reduction of ESOP debt guarantee 723 598 Other 0 (312) -------- -------- Net cash used in financing activities (4,204) (187) Effect of exchange rate changes on cash (63) 0 -------- -------- Net increase in cash and cash equivalents 1,067 759 Cash and cash equivalents at beginning of period 10,171 387 -------- -------- Cash and cash equivalents at end of period $11,238 $1,146 ======== ======== <FN> See accompanying notes to condensed consolidated financial statements. </FN> </TABLE> 4
COLUMBUS McKINNON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 29, 1996 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company at September 29, 1996, and the results of its operations and its cash flows for the three and six month periods ended September 29, 1996 and October 1, 1995 have been included. Results for the period ended September 29, 1996 are not necessarily indicative of the results that may be expected for the year ended March 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Columbus McKinnon Corporation annual report on Form 10-K for the year ended March 31, 1996. 2. Inventories consisted of the following at September 29, 1996 and March 31, 1996 (in thousands): At cost--FIFO basis: Raw materials $ 22,906 $ 24,596 Work-in-process 11,984 11,533 Finished goods 16,913 15,180 ------------------ ----------------- 51,803 51,309 LIFO cost less than FIFO cost (3,339) (3,006) ------------------ ----------------- $ 48,464 $ 48,303 ================== ================= An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many forces beyond management's control, interim results are subject to the final year-end LIFO inventory valuation. 3. Property, plant, and equipment is net of $17,989,000 and $15,656,000 of accumulated depreciation at September 29, 1996 and March 31, 1996, respectively. 4. Goodwill and other intangibles, net includes $1,569,000 and $690,000 of accumulated amortization at September 29, 1996 and March 31, 1996, respectively. 5. The accrued general and product liability costs which are included in other non-current liabilities are the actuarial present value of estimated reserves based on an amount determined from loss reports and individual cases filed with the Company and an amount, based on past experience, for losses incurred but not reported. The accrual in these condensed consolidated financial statements was determined by applying a discount factor based on interest rates customarily used in the insurance industry. 5
6. Primary and fully diluted earnings per share were based on the following (in thousands): Three Months Ended Six Months Ended -------------------- ------------------ Sept. 29 Oct. 1, Sept. 29, Oct. 1, 1996 1995 1996 1995 ---- ---- ---- ---- Weighted-average common stock outstanding 13,236 7,011 13,218 7,020 Common stock equivalents - - - - 7. Income tax expense for the three and six month periods ended September 29, 1996 exceeds the customary relationship between income tax expense and income before income taxes due to nondeductible amortization of goodwill of $414,000 and $827,000, respectively. 8. On November 1, 1995, the Company acquired all of the outstanding stock of LTI Holdings, Inc. ("Lift-Tech"), a hoist manufacturer, and has accounted for the acquisition as a purchase. The total cost of the acquisition was approximately $63 million, consisting of $43 million in cash and $20 million for the refinancing of Lift-Tech bank debt. The funding required to complete the transaction was financed through borrowings under bank credit facilities, which consisted of $50 million of seven-year term debt with interest payable at prime plus 1% and $25 million revolving debt with interest payable at prime plus 1/2% which would have expire November 1, 1998. The obligations outstanding under these debt instruments were paid in full by application of proceeds received from the Company's initial public offering which commenced on February 22, 1996. The condensed consolidated statements of income and retained earnings for the three and six month periods ended September 29, 1996 and the condensed consolidated statement of cash flows for the six months ended September 29, 1996 include the Lift-Tech activity. The following table presents pro forma summary information for the three and six month periods ended October 1, 1995 as if the Lift-Tech acquisition and related borrowings, and the initial public offering, had occurred as of April 1, 1995, which is the beginning of fiscal 1996. The pro forma information is provided for informational purposes only. It is based on historical information and does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined enterprise: Three Months Ended Six Months Ended ------------------ ---------------- October 1, 1995 -------------------------------------- (In thousands, except per share data) Pro forma: Net sales $ 62,986 $ 125,490 Income from operations 8,116 15,596 Net income 4,518 9,117 Earnings per share, both primary and fully diluted 0.35 0.70 6
9. On October 17, 1996, through a tender offer, the Company acquired approximately 72% of the outstanding stock of Spreckels Industries, Inc., now known as Yale International, Inc. ("Yale"), a manufacturer of a wide range of industrial products, including hoists, scissor lifts, mechanical jacks, rotating joints, actuators and circuit protection devices. The Company is in the process of acquiring the remaining outstanding shares and effecting a merger, and will account for the acquisition as a purchase. The total cost of the acquisition will be approximately $270 million, consisting of $200 million of cash and $70 million of acquired Yale debt. The funding required to complete the transactions is being financed through borrowings under a bank credit facility, which consists of: 1) $125 million of five year term debt with interest payable at varying rates based on the Company's leverage ratio, currently at a Eurodollar rate based on LIBOR ("Eurodollar rate") plus 250 basis points, 2) $75 million of seven year term debt with interest also payable at varying rates, currently at a Eurodollar rate plus 300 basis points, and 3) $125 million of five year revolving debt, of which $75 million is designated for the potential refinancing of the acquired Yale debt, with interest also payable at varying rates, currently at a Eurodollar rate plus 250 basis points. This new debt is secured by all equipment, inventory, receivables, subsidiary stock (limited to 65% for foreign subsidiaries), and intellectual property. In conjunction with this financing transaction, the Company's existing domestic line of credit was retired, and the interest rate on the Company's ESOP loans was changed to that consistent with the new five year term loan previously referred to above. 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Three Months and Six Months Ended September 29, 1996 and October 1, 1995 Net sales in the fiscal 1997 quarter ended September 29, 1996 were $64,426,000, an increase of $19,892,000 or 44.7% over the fiscal 1996 quarter ended October 1, 1995. Net sales for the six months ended September 29, 1996 were $130,161,000, an increase of 46.1% over the six months ended October 1, 1995. Sales growth during the current quarter was due primarily to the November 1995 Lift-Tech acquisition which affected the general distribution, service-after-sale, and original equipment manufacturers distribution channels. The Company also experienced increased sales volume primarily in the following distribution channels: 1) specialty distributors due primarily to new product introductions and an expanding customer base and 2) general distributors due to increased market share. Sales volume in the current quarter was less than the same quarter last year primarily in the following distribution channels: 1) waste management due to temporary delays in orders resulting from state legislation, 2) original equipment manufacturers due to timing of orders, and 3) consumer due to foreign-lead price competition and a relatively flat economy. In addition, list price increases of approximately 4% were introduced in November of 1995 affecting many of the Company's hoist, chain and forged products sold in its domestic commercial markets. Sales in the commercial and the consumer distribution channel groups were as follows, in thousands of dollars and with percentage changes for each group: <TABLE> <CAPTION> Three Months Ended Six Months Ended Sept. 29, Oct. 1, Change Sept. 29, Oct. 1, Change 1996 1995 Amount % 1996 1995 Amount % ------------------------------------- -------------------------------------- (In thousands, except percentages) <S> <C> <C> <C> <C> <C> <C> <C> <C> Commercial sales: Domestic $ 48,673 $ 32,471 $ 16,202 49.9 $ 97,058 $ 63,210 $ 33,848 53.5 International 9,683 5,916 3,767 63.7 19,995 12,715 7,280 57.3 -------- -------- ------- --------- --------- -------- 58,356 38,387 19,969 52.0 117,053 75,925 41,128 54.2 Consumer sales: Domestic 5,465 5,671 (206) (3.6) 11,877 11,985 (108) (0.9) International 605 476 129 27.1 1,231 1,156 75 6.5 -------- -------- -------- --------- --------- --------- 6,070 6,147 (77) (1.3) 13,108 13,141 (33) (0.3) -------- -------- -------- --------- --------- --------- Net sales $ 64,426 $ 44,534 $ 19,892 44.7 $ 130,161 $ 89,066 $ 41,095 46.1 ======== ======== ======== ========= ========= ========= </TABLE> The Company's gross profit margins were approximately 29.8%, 28.5%, 30.1% and 28.1% for the fiscal 1997 and 1996 quarters and the six months then ended, respectively. The increase in gross profit margin in the current quarter resulted from the effects of the Company's cost control efforts and changes in product mix. Selling expenses were $5,310,000, $4,061,000, $11,312,000 and $7,997,000 in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. The 1997 expenses were impacted by the addition of Lift-Tech sales. As a percentage of consolidated net sales, selling expenses were 8.2%, 9.1%, 8.7% and 9.0% in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. The lower percentages in fiscal 1997 are due primarily to the timing of various marketing related expenses. 8
General and administrative expenses were $4,507,000, $2,641,000, $9,399,000 and $5,668,000 in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. The 1997 expenses were impacted by the addition of Lift-Tech activities. As a percentage of consolidated net sales, general and administrative expenses were 7.0%, 5.9%, 7.2% and 6.4% in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. In fiscal 1997, these expenses include a provision for corporate-wide incentive compensation. Amortization of intangibles was $457,000, $17,000, $899,000 and $40,000 in the fiscal 1997 and 1996 quarters and the six months then ended, respectively; increases are due to the amortization of goodwill resulting from the acquisition of Lift-Tech. Environmental remediation costs were $620,000 in the fiscal 1996 quarter and $624,000 for the six months then ended, with no corresponding expense in fiscal 1997. Those costs related primarily to a specific project which is substantially complete. Interest and debt expense was $223,000, $614,000, $479,000 and $1,213,000 in the fiscal 1997 and 1996 quarters and the six months then ended. The fiscal 1997 decrease is due to debt repayment funded by proceeds from the Company's initial public offering in February 1996. As a percentage of consolidated net sales, interest and debt expense was 0.3%, 1.4%, 0.4% and 1.4% in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. Interest and other income was $232,000, $120,000, $415,000 and $240,000 in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. The fiscal 1997 increase is due to additional investment holdings to fund the Company's general and products liability self-insurance reserves. Income taxes as a percentage of pre-tax accounting income were 41.6%, 38.2%, 41.6% and 38.2% in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. The fiscal 1997 percentages reflect the effect of nondeductible amortization of goodwill resulting from the Lift-Tech acquisition. As a result of the above, net income increased $2,211,000 or 73.7% for the quarter and $4,241,000 or 70.7% for the six months then ended. As a percentage of consolidated net sales, net income was 8.1%, 6.7%, 7.9% and 6.7% in the fiscal 1997 and 1996 quarters and the six months then ended, respectively. 9
Liquidity and Capital Resources On October 17, 1996, through a tender offer, the Company acquired approximately 72% of the outstanding stock of Spreckels Industries, Inc., now known as Yale International, Inc. ("Yale"), a manufacturer of a wide range of industrial products, including hoists, scissor lifts, mechanical jacks, rotating joints, actuators and circuit protection devices. The Company is in the process of acquiring the remaining outstanding shares and effecting a merger, and will account for the acquisition as a purchase. The total cost of the acquisition will be approximately $270 million, consisting of $200 million of cash and $70 million of acquired Yale debt. The funding required to complete the transactions is being financed through borrowings under a bank credit facility, which consists of: 1) $125 million of five year term debt with interest payable at varying rates based on the Company's leverage ratio, currently at a Eurodollar rate plus 250 basis points, 2) $75 million of seven year term debt with interest also payable at varying rates, currently at a Eurodollar rate plus 300 basis points, and 3) $125 million of five year revolving debt, of which $75 million is designated for the potential refinancing of the acquired Yale debt, with interest also payable at varying rates, currently at a Eurodollar rate plus 250 basis points. This new debt is secured by all equipment, inventory, receivables, subsidiary stock (limited to 65% for foreign subsidiaries), and intellectual property. In conjunction with this financing transaction, the Company's existing domestic line of credit was retired, and the interest rate on the Company's ESOP loans was changed to that consistent with the new five year term loan previously referred to above. At September 29, 1996 there were no borrowings outstanding under the then existing revolving credit facility. The Company believes that its cash on hand, cash flows, and borrowing capacity under its revolving credit facility will be sufficient to fund its ongoing operations, debt service and budgeted capital expenditures for the next twelve months. Net cash provided by operating activities increased to $10,400,000 for the six months ended September 29, 1996 from $5,247,000 for the six months ended October 1, 1995. The $5,153,000 increase in net cash provided by operating activities resulted primarily from improved operating results of $4,241,000. Net cash used in investing activities increased to $5,066,000 for the six months ended September 29, 1996 from $4,301,000 for the six months ended October 1, 1995. The $765,000 increase is due to primarily to $603,000 of costs related to the acquisition of Yale. Net cash used in financing activities increased to $4,204,000 for the six months ended September 29, 1996 from $187,000 for the six months ended October 1, 1995. The fluctuation is primarily due to a net repayment of $1,624,000 under revolving line-of-credit agreements in the fiscal 1997 period, compared to a net borrowing of $3,218,000 in the fiscal 1996 period. Capital Expenditures In addition to keeping its current equipment and plants properly maintained, the Company is committed to replacing, enhancing, and upgrading its property, plant, and equipment to reduce production costs, increase flexibility to respond effectively to market fluctuations and changes, meet environmental requirements, enhance safety, and promote ergonomically correct work stations. Consolidated capital expenditures for the six months ended September 29, 1996 and October 1, 1995 were $3,281,000 and $3,641,000, respectively. 10
Inflation and Other Market Conditions The Company's costs are affected by inflation in the U.S. economy, and to a lesser extent, in foreign economies including those of Canada, Mexico, Europe, and the Pacific Rim. The Company does not believe that inflation has had a material effect on results of operations over the periods presented because of low inflation levels over the periods and because the Company has generally been able to pass on rising costs through price increases. However, in the future there can be no assurance that the Company's business will not be affected by inflation or that it will be able to pass on cost increases. Effects of New Accounting Pronouncements In 1997, the Company adopted FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which has not had a material effect on the financial statements. 11
Part II. Other Information Item 1. Legal Proceedings - none. Item 2. Changes in Securities - none. Item 3. Defaults upon Senior Securities - none. Item 4. Submission of Matters to a Vote of Security Holders On August 26, 1996, the following directors were elected at an Annual Meeting of Shareholders with 12,866,976 votes cast for and 45,450 against: Edward W. Duffy, Chairman; Herbert P. Ladds, Jr.; Robert L. Montgomery, Jr.; Randolph A. Marks; and L. David Black. Item 5. Other Information - none. Item 6. Exhibits and Reports on Form 8-K Exhibit 10.1 - Amendment No. 4 to the Columbus McKinnon Corporation Employee Stock Ownership Plan Exhibit 11.1 - Columbus McKinnon Corporation Computation of Earnings per Share On October 30, 1996 the Company filed Form 8-K dated October 17, 1996 with respect to the completion of its cash tender offer for all of the outstanding shares of Class A Common Stock of Spreckels Industries, Inc., now known as Yale International, Inc. 12
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. COLUMBUS McKINNON CORPORATION (Registrant) Date: November 13, 1996 /s/ Robert L. Montgomery, Jr. ------------------- ----------------------------- Robert L. Montgomery, Jr. Executive Vice President and Chief Financial Officer 13
EXHIBIT INDEX Exhibit Exhibit Description Location 10.1 Amendment No. 4 to the Columbus McKinnon Corporation Employee Stock Ownership Plan E - 10.1 11.1 Columbus McKinnon Corporation Computation of Earnings per Share E - 11.1 14