As filed with the Securities and Exchange Commission on June 12, 2002April 20, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COLUMBUS McKINNON CORPORATION

(Exact name of registrant as specified in its charter)

New York 
35363531
 
16-0547600

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

incorporation or organization)
Classification Code)

Identification Number)No.)

140 John James Audubon205 Crosspoint Parkway

Amherst,Buffalo, New York 14228-119714068

(716) 689-5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert L. Montgomery, Jr.Alan S. Korman

Executive Vice President

Corporate Development, General Counsel and Chief FinancialHuman Resources Officer

Columbus McKinnon Corporation

140 John James Audubon205 Crosspoint Parkway

Amherst,Buffalo, New York 14228-119714068

(716) 689-5400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:to:

Craig M. Fischer, Esq.
Robert J. Olivieri, Esq.
John M. Gherlein, Esq.

Hodgson Russ LLP
Baker & HostetlerLLP
One M&T Plaza,
The Guaranty Building
140 Pearl Street, Suite 2000
3200 National City Center, 1900 East Ninth Street
100
Buffalo, New York 14203-239114202-4040
(716) 856-4000
 
Cleveland, Ohio 44114-3495David Azarkh, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(716) 856-4000
(216) 621-0200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statementregistration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.box:  ☐¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

¨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

If delivery of the prospectus is expectedExchange Act. (Check one):

Large accelerated filer  ☒Accelerated filer  ☐
Non-accelerated filer  ☐Smaller reporting company  ☐
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to be madeuse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Rule 434, please checkSection 7(a)(2)(B) of the following box.Securities Act.  ☐¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
    
Amount to be Registered
    
Proposed Maximum Offering Price per Share(1)
    
Proposed Maximum Aggregate Offering Price(1)
    
Amount of Registration Fee
Common Stock ($.01 par value)    6,037,500 shares(2)    $9.04    $54,579,000    $5,022

 

Title of each class of
securities to be registered		 Amount to be
registered		 Proposed maximum
aggregate price
per unit		 Proposed maximum
aggregate offering
price(1)		 Amount of
registration fee

Common Stock, par value $.01

 — — $172,500,000 $18,819.75

 

 

(1) Estimated solely for the purpose of calculating the registration feeCalculated pursuant to Rule 457(c)457(o), based on the average highProposed Maximum Aggregate Offering Price, and low pricesincludes up to $22,500,000 of shares of common stock of the common stock as quoted onregistrant that the Nasdaq National Market on June 10, 2002.underwriters have the option to purchase. See “Underwriting (conflicts of interest)”.
(2)Includes up to 787,500 shares which may be issued upon exercise of the Underwriters’ over-allotment option.

The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933 or until thethis Registration Statement shall become effective on such date as the Commission, acting pursuant to said sectionSection 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeThe securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 12, 2002Subject to completion, dated April 20, 2021

5,250,000 Shares

LOGO$150,000,000

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Columbus McKinnon Corporation

Common Stockstock

We are selling 5,000,000offering $150,000,000 of shares of our common stock, and the selling shareholder named in this prospectus is selling 250,000 shares. We will not receive any proceeds from the sale of the shares by the selling shareholder.

par value $0.01 per share (“common stock”).

Our common stock is quotedlisted on theThe Nasdaq NationalGlobal Select Market (“Nasdaq”) under the symbol “CMCO.” The last reported saleOn April 19, 2021, the closing sales price of our common stock as reported on the Nasdaq National Market on June 10, 2002 was $9.29$53.47 per share.

Investing in our common stock involves risks. See “Risk Factors” beginning“Risk factors” on page 8.24 of this prospectus and in the documents we incorporate by reference in this prospectus.

  
Per Share
  
TotalPer share
Total(1)

Public offering price

  $              $ 

Underwriting discount

  $  $ 

Proceeds, before expenses, to Columbus McKinnon, before expensesMcKinnon(2)

  $  $
Proceeds to the selling shareholder, before expenses  $  

$(1) Assumes no exercise of the underwriters’ option to purchase additional shares of our common stock described below.

(2)We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting (conflicts of interest).”

We have granted the underwriters the option, exercisable in whole or from time to time in part, to purchase up to an additional $22,500,000 of shares of our common stock directly from us at the public offering price per share shown above, less the underwriting discount per share shown above, exercisable for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option to purchase up to 787,500 additional shares of common stock to cover over-allotments.

The underwriters expect to deliver the sharescommon stock to purchasers on or about                , 2002.

2021.

Joint book-running managers

McDonald Investments Inc.J.P. Morgan     
Robert W. Baird & Co.  Wells Fargo Securities      PNC Capital Markets LLC

The date of this Prospectusprospectus is                 , 20022021

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TABLE OF CONTENTSTable of contents

Market, ranking and industry data

   
Page
i

Forward Looking StatementsNon-GAAP financial measures

i

Forward-looking statements

 ii

Trademarks

iii

Summary

 1

Risk Factorsfactors

  8
Use of Proceeds
12
Capitalization
13
Price Range of Common Stock and Dividend History
14
Selected Consolidated Financial Data
15
Management’s Discussion and Analysis of Results of Operations and Financial Condition
16
Business
 24

ManagementThe acquisition and related financing

  4035

Principal and Selling ShareholdersUnaudited pro forma condensed combined financial information

  5338

DescriptionUse of Capital Stockproceeds

 55

UnderwritingCapitalization

  6056

Legal MattersDividend policy

57

Business

58

Management

 62

Compensation of directors and executive officers

66

Security ownership of certain beneficial owners and management and related party transactions

95

Shares eligible for future sale

97

Description of capital stock

98

Material U.S. federal income tax considerations for non-U.S. holders

102

Certain ERISA considerations

106

Underwriting (conflicts of interest)

108

Legal matters

115

Experts

  62116

Where You Can Find Additional Informationyou can find more information and incorporation by reference

  63
Index to Consolidated Financial Statements
117		 F-1

You should rely only on the information contained in or incorporated by reference into this prospectus and any free writing prospectus. We have not, and the underwriters have not, authorized anyoneany dealer, salesperson or other person to provide you with different information.give any information or to make any representation other than those contained in or incorporated by reference into this prospectus or any applicable free writing prospectus. We aredo not makingtake responsibility for any information or representation not contained in or incorporated by reference into this prospectus or any applicable free writing prospectus. This prospectus and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of thesean offer to buy any securities other than the registered securities to which it relates. Nor does this prospectus or any applicable free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any state where thejurisdiction to any person to whom it is unlawful to make such offer is not permitted.or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus or incorporated by reference into this prospectus or any applicable free writing prospectus is accuratecorrect as of any date other thanafter its date, even though this prospectus or any applicable free writing prospectus is delivered or securities are sold at a later date. Our business, financial condition and results of operations may have changed since those dates.

As used in this prospectus, unless otherwise noted or the date oncontext otherwise requires, references to: (i) the front“Company,” “Columbus McKinnon,” “CMCO,” “we,” “our” or “us” refer to Columbus McKinnon Corporation and its consolidated subsidiaries, (ii) “Dorner” refers to Precision Acquisition MidCo, Inc. and its consolidated subsidiaries, including its main operating subsidiary Dorner Mfg. Corp., and (iii) “U.S. dollars,” “dollar” or “$” are to the currency of this prospectus.            

the United States of America.

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FORWARD LOOKING STATEMENTSMarket, ranking and industry data

This prospectus contains “forward lookingand the documents incorporated by reference herein include industry data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from industry publications, surveys and other independent sources available to us. Some data also are based on our good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources. While we are not aware of any misstatements regarding any such data, forecasts and information presented herein, you should carefully consider the inherent risks and uncertainties associated with the industry and market data contained in this prospectus and in the documents incorporated by reference herein.

Non-GAAP financial measures

We provide Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA, Adjusted EBITDA margin, Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin as supplemental measures to our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) regarding our operating performance. These financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP.

We believe that Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA, Adjusted EBITDA margin, Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin provide useful supplemental information about our and Dorner’s operating performance because they exclude amounts that we do not consider part of our or Dorner’s, as applicable, core operating results when assessing our or their, as applicable, performance, facilitate a more meaningful comparison of the Company’s results to that of other companies and assist in understanding a comparison of the Company’s or Dorner’s, as applicable, current period results to our or their, as applicable, historical period results.

We believe that Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA, Adjusted EBITDA margin, Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin are useful to investors and other readers of our financial statements in evaluating our or their, as applicable, operating performance. However, Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA, Adjusted EBITDA margin, Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance, although our measures of Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA, Adjusted EBITDA margin, Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin may not be directly comparable to similarly titled measures reported by other companies. As a result, not all companies and analysts calculate Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA, Adjusted EBITDA margin, Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin in the same manner. We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

The non-GAAP financial measures presented in this prospectus should not be considered in isolation or as a substitute for any performance measure calculated in accordance with GAAP. The adjustments made to calculate these non-GAAP financial measures are significant components in understanding and evaluating our

i

financial performance. See “Summary—Summary historical and unaudited pro forma financial data of Columbus McKinnon—Non-GAAP reconciliations” for a reconciliation of Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA and Adjusted EBITDA margin to the most closely comparable financial measures calculated in accordance with GAAP and see “Summary—Summary historical financial data of Dorner—Non-GAAP reconciliations” for a reconciliation of Adjusted EBITDA for Dorner and Adjusted EBITDA margin for Dorner to the most closely comparable financial measures calculated in accordance with GAAP.

Forward-looking statements

This prospectus and the information incorporated by reference herein contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that relate to future sales, earnings, plans, including plans related to the integration of Dorner into the Company, events, liquidity, financial results or performance, projected capital expenditures, future contractual obligations, current and future business outlook, future global economic conditions, future growth or market share gains, the ability to manage costs or invest in future initiatives, as well as future changes in foreign currency rates, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. SuchIn some cases, you can identify forward-looking statements by terminology such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions or expressions of the negative of these terms.

These statements involve known and unknown risks uncertainties and other factorsare based upon current information and expectations. Actual results may differ materially from those anticipated if the information on which those estimates were based ultimately proves to be incorrect or as a result of certain risks and uncertainties that could cause our actual results to differ materially from the results expressed or implied by such statements, including generalthe integration of Dorner into the Company to achieve cost and revenue synergies, the ability of the Company and Dorner to achieve revenue expectations, global economic and business conditions including the impact of COVID-19, conditions affecting the industries served by us and our subsidiaries, conditions affecting our customers and suppliers, competitor responses to our products and services, the overall market acceptance of such products and services, facility consolidations and other restructurings, the ability to expand into new markets and geographic regions, foreign currency fluctuations, the integration of acquisitions, including the acquisition of Dorner, and other factors set forth herein under “Risk Factors.” We use words like “will,” “may,” “should,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “future” and other similar expressions to identify forward looking statements. Purchasers ofdisclosed in our common stockperiodic reports filed with the SEC. Consequently, such forward-looking statements should not place undue reliance on these forward looking statements, which speak onlybe regarded as of their respective dates. These forward looking statements are based on our current expectationsplans, estimates and are subjectbeliefs. Except as required by applicable law, we do not undertake and specifically decline any obligation to a numberpublicly release the results of risks and uncertainties, including, without limitation, those identified under “Risk Factors” and elsewhere in this prospectus. Our actual operating results could differ materially from those predicted inany revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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Trademarks

We have proprietary rights to trademarks appearing in this prospectus or in the information incorporated by reference herein, which are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names appearing in this prospectus or in the information incorporated by reference may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other events anticipatedcompanies. Each trademark, trade name or service mark of any other company appearing in this prospectus or in the forward looking statements may not actually occur.

information incorporated by reference herein is the property of its respective holder.

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SUMMARYSummary

This summary highlights information contained elsewhere inincluded or incorporated by reference into this prospectus. Accordingly, it is not completeprospectus and does not contain all of the information that may be important to you.you should consider before investing in shares of our common stock. You should read this entire prospectus and the information incorporated by reference herein and therein carefully, including the information undersections entitled “Risk Factors”factors” included and incorporated by reference into this prospectus and “Management’s discussion and analysis of financial condition and results of operations” and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus,our Annual Report on Form 10-K for the fiscal year ended March 31, 2020, our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2020, each of which are incorporated by reference herein, before making an investment decision. Unless the context otherwise requires, referencesyou decide to “we,” “us” or “our” refer collectively to Columbus McKinnon Corporation and its subsidiaries. Unless otherwise stated, all financial information containedinvest in this prospectus reflects the continuing operationsshares of our company giving effect to the May 2002 sale of substantially all of the assets of our subsidiary, Automatic Systems, Inc. (“ASI”). Unless otherwise stated, all information contained in this prospectus assumes no exercise of the over-allotment option granted to the underwriters.common stock.

Our Company

We are

Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of hoists, cranes, chain and component parts serving a wide variety of commercial and industrial end markets. Our products are used tointelligent motion solutions that efficiently and ergonomically move, lift, position orand secure objectsmaterials. Our key products include hoists, crane components, precision conveyors, actuators, rigging tools, light rail workstations, and loads.digital power and motion control systems. These are highly relevant, professional-grade solutions that solve customers’ critical material handling requirements.

We focus on commercial and industrial applications for our products, which require the safety, reliability and quality provided by our advanced design and engineering know-how. Our products are used for mission critical applications where we have established, trusted brands with significant customer retention. Our targeted market verticals include general industries, mobile industries, energy and utilities, process industries, industrial automation, construction and infrastructure, food processing, entertainment, life sciences, consumer packaged goods and e-commerce/supply chain/warehousing.

We maintain strong market share in North America with significant leading market positions in hoists, lifting and sling chain, forged attachments, precision conveyors, actuators, and digital power and motion control systems for the material handling industry. We are the domesticworld’s second largest hoist manufacturer.

In the United States, we are the market leader for hoists, material handling digital power control systems, and precision conveyors, our principal lines of products, and have strong market positions with certain chain, forged fittings, and actuator products. Additionally, in Europe, we believe we are the market leader for manual hoists and a market leader in hoists, our principal line of products, which we believe provides us with a strategic advantage in selling our other products.the heavy load, rail and niche custom applications for actuation. We have achieved our leadership positionpositions through strategic acquisitions, our extensive, diverse, and well-established distribution channels to market and our commitment to product innovation and quality. We believe the breadth of our product offering and expansive channels to market provide us with a strategic advantage.

We have well-established brands that include CM, Yale, STAHL, Magnetek, Dorner, Pfaff, Unified, SHAW-BOX and Duff-Norton. Our market leadership and strong brands enable us to effectively sell our products through our extensive channels to market throughout the United States and Europe.

We believe that key considerations for investing in Columbus McKinnon include the following:

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The acquisition of STAHL CraneSystems (“STAHL”) in fiscal 2017, which is well known for its custom engineered lifting solutions and hoisting technology, advanced our position as a global leader in the production of explosion-protected hoists. STAHL serves independent crane builders and Engineering Procurement and Construction (“EPC”) firms, providing products to a variety of end markets including automotive, general manufacturing, oil and gas, steel and concrete, power generation, as well as process industries such as chemical and pharmaceuticals.

We believe that the acquisition of Dorner provides a catalyst for growth and a platform where we can leverage our leadership position in the United States and our worldwide reach to expand globally in the precision conveyor market. This acquisition broadens our intelligent motion product offerings and diversifies our product portfolio. Dorner added a broad range of precision conveying systems to our product offerings, which include low profile, flexible chain, large scale, sanitary and vertical elevation conveyor systems, as well as pallet system conveyors. Our conveying solutions are offered in both modular standard and highly engineered custom formats, along with significant aftermarket offerings and support. Dorner serves a variety of customers across food processing, life sciences, consumer packaged goods (CPG), e-commerce and industrial automation end markets.

We seek to maintain and enhance our market share by focusing our sales and marketing activities toward select global market verticals that require our material handling expertise, and to accelerate our growth by expanding our reach into markets with stronger secular tailwinds than traditional industrial and energy markets, such as factory and warehouse automation, life sciences, food and beverage, consumer packaged goods and e-commerce.

Our revenue base is geographically diverse with approximately 47% of revenues derived from customers outside the United States for the nine months ended December 31, 2020 (excluding Dorner). We believe this diversity helps balance the impact of changes that occur in local economies, as well as allows us to benefit from growth in emerging markets. We monitor both U.S. and Eurozone Industrial Capacity Utilization statistics and the ISM Production Index as indicators of anticipated demand for our products. In addition, we continue to monitor the potential impact of other global and U.S. macroeconomic data, including industrial production, trade tariffs, raw material cost inflation, interest rates, foreign currency exchange rates, and activity of end-user markets around the globe.

Regardless of the economic climate and point in the economic cycle, we consistently explore ways to increase operating margins as well as further improve our productivity and competitiveness. We have specific initiatives

to reduce quote lead-times, improve on-time deliveries, reduce warranty costs, and improve material and factory productivity. These initiatives are being driven by the implementation of our business operating system, CMBS (Columbus McKinnon Business System). We are working to achieve these strategic initiatives through business simplification, operational excellence, and revenue growth initiatives. We believe these initiatives will drive profitable growth and enhance future operating margins.

Our strengths

We believe the following strengths of our business position us to capitalize on continued growth of intelligent motion solutions for material handling, reinforce our strong leadership positions and distinguish us from our competitors:

Market leading manufacturer of material handling and intelligent motion products

We are one of the most comprehensiveworld’s largest producers of hoists with a leading precision conveyors platform that, we believe, is poised for significant growth. We are the number one producer of hoists in the United States and the second largest producer globally. Our Dorner brand is a leading North American manufacturer of precision conveying systems. We achieved our leadership position in hoists, material handling digital power control systems and high precision conveyor systems through strategic acquisitions, our extensive, diverse and well-established distribution channels and product innovation and quality. The substantial breadth of our product offering and broad distribution channels in the United States and Europe provide us a strategic advantage in our markets. We provide highly relevant, professional-grade solutions for solving customers’ critical material handling requirements with intelligent motion across broad geographic coverage through expansive distribution channels in approximately 50 countries. With over 145 years of product innovation and approximately 3,000 employees providing expertise worldwide, we believe that we are a seasoned leader with an extensive history of safely, efficiently, ergonomically and intelligently moving materials.

Dorner is a platform for further growth

The acquisition of Dorner and addition of precision conveying solutions to our product offering provides a catalyst for growth in attractive markets. We expect to achieve this growth by serving the growing needs of the food processing, life sciences, consumer packaged goods and e-commerce and industrial automation markets, replacing and upgrading legacy conveying products with Dorner’s high precision solutions, expanding Dorner’s reach beyond North America, accelerating new product development, and building on the Dorner platform by acquiring other intelligent motion companies in the fragmented conveyance sector. Dorner’s precision conveying systems enable its customers to automate processes throughout supply chains and thereby improve efficiency, reduce waste, lower costs, and increase throughput. Dorner’s precision conveying systems offer greater precision than alternative conveying products, and facilitate the use of robotics, sensors, cameras and other technology by its customers. Dorner also provides an opportunity for significant aftermarket sales growth as its installed base expands.

Strong cash flow generation

We have a long track record of generating cash flow through various market cycles. Our low capital expenditure requirements provide significant free cash flow, as annual capital expenditures are generally less than 2.5% of annual revenue. Cash flow from operations for the organic Columbus McKinnon business from fiscal 2017

through the first nine months of fiscal 2021 was $388.5 million. Our enhanced scale resulting from the acquisition of Dorner and combined cash generating power is expected to enable us to rapidly pay down debt, and ultimately provide the additional financial flexibility to pursue our growth strategy.

Broad global presence and diverse end-markets with exposure to attractive growth markets

We operate across a variety of end-markets and geographies that have varying economic drivers. Our largest end-markets include industrial, mobile industries, energy, utilities, and process industries. Through the acquisition of Dorner, we have gained access to new markets for conveying solutions with enduring tailwinds, such as food processing, life sciences, consumer packaged goods, e-commerce and industrial automation. Furthermore, we are a global organization with production facilities in the Americas, EMEA and APAC. Sales to the Americas, EMEA and APAC represented 65%, 29% and 6%, respectively, of our pro forma net sales reflecting the acquisition of Dorner for the nine months ended December 31, 2020. We plan to leverage our global reach and leadership to support the geographic expansion of Dorner.

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Talent leadership with proven track record of performance and successful M&A integration

Our senior management team has extensive operational, financial and managerial experience, and has been responsible for developing and executing strategies to both transform the Company and drive profitable growth via M&A and other strategic initiatives. Several notable initiatives include the Columbus McKinnon Business System, which underpins our strategic framework and defines the critical core competencies required to scale. This includes our 80/20 business tool to drive margin expansion. Our management team also has a track record of effective M&A integration, demonstrated by the successful acquisition of STAHL in 2017 and Magnetek in 2015. We believe our senior management team has the necessary talent and experience to continue to meet and exceed our long-term goals and continue to catalyze growth and drive our shift towards intelligent motion.

History of delivering innovation

We are focused on growing our core via new product development and advancements in automation. We have a history of driving organic growth with new products as demonstrated through the development of our tandem hoist, utility lever hoist and precision conveyor systems. Improved customer experience, safety and productivity remain at the core of our new product development strategy. Additionally, we believe we are driving innovation through automation, seen in our new line of Intelli-Crane Solutions. Our solutions, including the Intelli-Guide System, Intelli-Protect System, Intelli-Lift Auto Detection and Intelli-Connect Mobile App, are creating competitive advantages with pre-engineered automation solutions. Dorner also has a strong history of innovation, which has defined its growth trajectory, including innovations such as a vertical spiral conveyance platform employing a patented, friction reducing spiral chain and a specialty modular chain that resulted in one of the safest, most compact and highest load capacity curved conveyors in the market.

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Our strategy

We initiated the Blueprint for Growth strategy in early fiscal 2018. It originally had three phases. In Phase 1, which was completed during fiscal 2018, we focused on attaining operational control and instilling a performance-based culture to drive results. Phase I enabled us to grow market share in the United States, achieve $6 million of synergies related to the STAHL acquisition, and repay $60 million of our long-term debt.

Phase II included simplifying the business with our 80/20 process, improving our operational excellence, and ramping the growth engine. Guided by the simplification process, we divested three businesses in fiscal 2019 that had represented approximately $38 million in revenue in the prior fiscal year. During fiscal 2020 and 2021, we also consolidated four manufacturing facilities for an estimated annual savings of approximately $8.3 million.    

Blueprint for Growth 2.0—We have evolved our Blueprint for Growth strategy to version 2.0 to accelerate our growth with an emphasis on broadening our expertise in intelligent motion solutions for material handling. Our Blueprint for Growth 2.0 strategy is focused on delivering above market growth through organic and inorganic initiatives as well as improved financial performance, which we believe drives shareholder value creation.

The strategy is underpinned by our business system, CMBS, that provides the discipline, processes and core competencies necessary to scale our business. At the core of CMBS are our people and our values.    

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With CMBS as the foundation, we are well positioned to execute the Core Growth Framework of our Blueprint for Growth 2.0 strategy. The Framework defines four parallel paths for Columbus McKinnon’s growth and provides clear organic and strategic initiatives. We have detailed action plans for each of the paths of our Core Growth Framework.

Strengthening the core is a foundational path focused on initiatives that will strengthen competencies and improve our competitive position within our existing share of our Serviceable Addressable Market (“SAM”). Initiatives include further developing commercial and product management competencies and improving our digital tools for a better, more efficient customer experience.

Growing the core is a path that is focused on taking greater marker share, both organically and through acquisitions, within our SAM. We believe we are making progress on this path through product localization, new product development and advancements in automation and aftermarket support for our distributors.

Expanding the core is a path that is focused on improved channel access and geographic expansion. Here we expand beyond our SAM into the broader Total Addressable Market (“TAM”). We believe this will involve building out our presence both geographically and in new verticals with expanded offerings, which we expect we can accomplish organically as well as with acquisitions.

Reimagining the core is a more transformational path that rethinks our TAM and targets strategic expansion beyond that. As we think more broadly about material handling and increasing trends in intelligent motion, not just lifting, but solutions for how materials move throughout customer environments, there are some compelling ideas that emerge. The Dorner acquisition is an example of reimagining Columbus McKinnon’s core.

The strategy is geared toward investing in new products that solve customers’ tough problems and expanding into new platforms that provide intelligent motion solutions for material handling, such as precision conveyance capabilities. We believe the acquisition of Dorner establishes a platform for expansion supported by new product development, a fragmented competitive landscape and complementary adjacencies.

Through the third quarter of fiscal 2021, we are ahead of our plan for our organic growth initiatives involving new product and solutions development, geographic expansion and advancing Compass, our online CPQ – or configure, price, quote tool—that speeds up our channel partners’ ability to design and quote our equipment. We are forecasting new product revenue, defined as revenue from products introduced within the last three years, to be up 22% year-over-year in fiscal 2021. As a percentage of sales, we expect our new product revenue for fiscal 2021 to have grown approximately 180 basis points compared with fiscal 2020.

Our industry and market opportunity

We believe our TAM, prior to the acquisition of Dorner, was approximately $11 billion. We believe the Dorner acquisition provided an additional $5 billion of TAM. The $5 billion specialty conveying microsegment of material handling is growing at an estimated 6% to 8% rate annually. Furthermore, we believe there are meaningful opportunities to expand the SAM of our heritage material handling business through initiatives targeting geographic expansion, broader addressable markets and market share gains.

Dorner: Precision conveying is an attractive microsegment

There are strong secular growth drivers underlying the precision conveying segment, including supply chain automation and the acceleration of e-commerce adoption. Highly-engineered precision conveyor systems are key parts of the overall manufacturing process and supply chains of many end-markets, such as food processing, life sciences, and e-commerce, as the adoption of automation accelerates. Additionally, we believe the addressable market is expanding at accelerated rates as base levels of demand for new conveying solutions is complemented by the replacement and upgrade of legacy systems. There is also, we believe, significant potential for expansion in complex conveying solutions for processes that remain largely manual today and a deep aftermarket opportunity for precision conveying components.

The precision conveying market boasts a strong, recurring demand profile as processes or products continue to change. New conveying technologies and the relatively low cost of conveyors consistently accelerates the replacement cycle to less than the typical useful life of 15 to 20 years. Furthermore, we believe an increasing replacement and upgrade rate will continue to act as a positive tailwind in the sector. Approximately 65% of conveyor purchases are replacements or upgrades of an existing conveyor. Legacy conveying systems often lack the precision required by supply chain automation systems that utilize cameras, sensors, robots and other elements.

We also believe that there are both attractive aftermarket opportunities and further acquisition opportunities in the precision conveying microsegment of intelligent motion material handling. The highly profitable aftermarket opportunity is expected to grow as the installed base increases. Additionally, the fragmented specialty conveying market acts as a target rich acquisition environment. Beyond that, we believe there are also numerous complementary adjacencies including sortation, asynchronous conveyance and vibration.

Acquisition of Dorner

On April 7, 2021, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated March 1, 2021, among the Company, Dorner Merger Sub Inc. (“Merger Sub”), Precision Blocker, Inc. (“Dorner Parent”), and Precision TopCo LP, as representative of the equityholders, and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub merged with and into Dorner Parent (the “Acquisition”). At the effective time of the Acquisition (the “Effective Time”), the separate corporate existence of Merger Sub ceased and Dorner Parent continued its existence under Delaware law as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. As consideration for the acquisition of Dorner, the Company paid cash consideration of $485.0 million, on a cash-free, debt-free basis, which amount is subject to certain customary post-closing adjustments.

Dorner is a leading automation solutions company providing unique, patented technologies in the design, application, manufacturing and integration of high-precision conveying systems. Dorner provides diversification

for the Company into attractive end-markets and is one of the market leaders in the global specialty conveyor market. Dorner is a leading supplier to the stable growth life sciences, food processing and consumer packaged goods markets and high growth industrial automation and e-commerce sectors. The Acquisition is expected to accelerate the Company’s shift to intelligent motion and to serve as a platform to expand the Company’s capabilities in advanced, higher technology automation solutions.

Compelling strategic rationale

Dorner’s deep technical expertise and experienced management team are an excellent complement to our global organization. In addition, Dorner’s product offerings provide a critical link to industrial automation, complementing our leadership position in material handling

Markets served by Dorner have strong secular tailwinds driven by supply chain automation and the acceleration of e-commerce adoption across consumer and industrial markets

Dorner is a leading supplier to the stable growth life sciences, food processing and consumer packaged goods markets and high growth industrial automation and e-commerce sectors

Dorner has a significant and growing high margin after-market business resulting from a mix of proprietary parts and a large installed base

Dorner has an opportunity to expand geographically and our acquisition of Dorner provides us with an entry point into a pipeline of additional acquisition targets in the fragmented precision conveying industry

Differentiated solutions

Profitability of Dorner is driven by product line differentiation:

Accuracy: greater precision than alternative conveying products

Configuration: well developed CPQ tool

Differentiated technology: patented technology and we believe we have more hoistsdesigns

Modularity of solution provides greater design flexibility

Automation ecosystem: integrates easily with other material handling and internet of things (IoT) systems

Strong financial profile

Trailing twelve-month revenue for Dorner for the period ended December 31, 2020 (“TTM 12/31/2020”) was $98.5 million

Seven-year compounded annual revenue growth rate for Dorner was approximately 13% from fiscal 2013 through fiscal 2020

Dorner generated, for TTM 12/31/2020, net income of $4.6 million and Dorner Adjusted EBITDA of $25.4 million, with a net income margin of 4.7% and a Dorner Adjusted EBITDA margin of 25.8%. See “—Summary historical financial data of Dorner—Non-GAAP reconciliations” for reconciliations of Dorner Adjusted EBITDA and Dorner Adjusted EBITDA margin to the most closely comparable financial measures calculated in useaccordance with GAAP

Strong cash generation capabilities with low capital expenditure requirements

Expanding and reimagining Columbus McKinnon’s core with a platform for expansion

Expands the Company’s product offering through a broad range of highly engineered, precision conveying solutions

Accelerates the Company’s shift to intelligent motion and serves as a platform to expand capabilities in North America than alladvanced, higher technology automation solutions

Attractive complementary adjacencies including sortation and asynchronous conveyance

Columbus McKinnon’s global presence will support Dorner’s geographic expansion

On April 7, 2021, in connection with the completion of our competitors combined. Our brand names, including CM, Coffing, Duff-Norton, Shaw-Box and Yale, arethe Acquisition, the Company entered into a Credit Agreement (the “Credit Agreement”), among the most recognizedCompany, Columbus McKinnon EMEA GmbH (the “German Borrower” and well-respectedtogether with the Company, the “Borrowers”), certain of the Company’s subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and parties thereto, which provides for (i) a revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $100.0 million and (ii) a first lien term loan facility (the “First Lien Term Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”) in an aggregate principal amount of $650.0 million. The Company borrowed $650.0 million under the First Lien Term Facility to finance the purchase price for the Acquisition, pay related fees, expenses and transaction costs, and repay the Company’s outstanding borrowings under its former term loan and revolving credit facilities. See “The acquisition and related financing” for additional information.

We intend to use the net proceeds from this offering (including the net proceeds from the underwriters’ option to purchase additional shares of common stock, if exercised by the underwriters) to repay in part outstanding borrowings under the First Lien Term Facility. See “Use of proceeds” for additional information.

Products, vertical markets and channels to market

Columbus McKinnon’s key products include Material Handling Equipment, such as electric and air hoists, manual hoists, trolleys, and winches; Crane Systems, including crane components, crane kits, enclosed track rail systems, mobile workstation and jib cranes, lift assists, and fall protection systems; Rigging Equipment, including below-the-hook lifters, wire grips, hooks, shackles, chain, forestry and hand tools, lifting slings, lashing systems, tie-downs, and load binders; and Power Fluid Transfer Technology, such as rotary unions and swivel joints.

Columbus McKinnon also offers a comprehensive portfolio of Power and Motion Technology, including AC motor controls systems, AC line regenerative systems, actuators, automation and diagnostics, brakes, cable and festoon systems, collision avoidance systems, conductor bar systems, DC motor and magnet control systems, elevator drives, inverter duty motors, mining drives, pendant pushbutton stations, and wind inverters.

The acquisition of Dorner added a broad range of precision conveying systems to our marketplace.

product offerings, including low profile, flexible chain, large scale, sanitary and vertical elevation conveyor systems, as well as pallet system conveyors. Our business is organizedconveying solution are offered in two segments – Productsboth modular standard and Solutions.highly engineered custom formats.

With the Acquisition, our product groups are better defined as lifting solutions and conveying solutions. Lifting solutions includes our legacy crane solutions, industrial products and engineered products. Our Products segment sellslifting solutions enable the safe, efficient and ergonomically effective lift of just about anything from 1/8 ton (250 pounds) to 140 tons (280,000 pounds).

Our conveying solutions can move the tiniest of items, from pills to minor components, to much larger packaging that requires pallet management systems in warehousing operations.

Vertical markets served

As a wideresult of the Acquisition, the vertical markets that we serve have increased to include markets with positive secular growth trends, including food processing, life sciences, consumer packaged goods, industrial automation and e-commerce/supply chain/warehousing.

Many of the Company’s legacy markets tend to grow at the rate of the gross domestic product and can be highly cyclical whereas the Acquisition, and Dorner’s focus on the precision conveying industry, brings more secular driven, higher growth rate verticals into the markets we serve.

Channels to market

Our channels to market include a variety of poweredcommercial distributors as well as engineering procurement contractors, crane builders, integrators of factory production systems, and manually operatedoriginal equipment manufacturers. We also sell direct to end users.

Our global distribution channels include large, nationally recognized distributors, a significant network of private companies, and specialized distributors such as in the entertainment industry.

We are unique with our channel to market for our crane solutions because we intentionally serve the crane builder market that competes with our largest global wire rope hoist competitor. We partner with our crane builder customers to allow them to provide unique solutions to their end users.

Corporate social responsibility

At Columbus McKinnon, we appreciate the importance of environmental stewardship, social responsibility, and chain hoists, industrial crane systems, chain, hooksleading governance practices. We have identified important issues to our business to reduce risk and attachments. This segment represented 84.3%develop opportunities for value creation. We have key metrics that we are measuring and have identified clear priorities to drive improvement. We have many elements of ESG in motion, evidenced by our:

mission, vision and values,

quality, purposeful products,

the way we care for our net sales inpeople and our communities, and

prioritization of health and safety.

ESG Priorities

LOGO

Recent developments

Estimated preliminary unaudited financial results as of and for the three months and fiscal year ended March 31, 2002. 2021

Our productsfinancial results as of and for the three months and fiscal year ended March 31, 2021 are soldnot yet complete and will not be available until after the completion of this offering. Accordingly, we are presenting ranges, rather than specific amounts, for certain estimated preliminary unaudited financial results set forth below as of and for the three months and fiscal year ended March 31, 2021. The unaudited estimated financial results set forth below are preliminary and subject to over 20,000 general and specialty distributors and original equipment manufacturers, or OEMs, for use in a wide variety of applications. Our products and customer base are highly diversified; no single product accounted for more than 1%, and no individual customer accounted for more than 5%,revision based upon the completion of our Products net sales inquarter-end financial closing processes and our fiscal 2002.

year-end audit. Our Solutions segment designs, manufacturesestimated preliminary unaudited financial results set forth below are forward-looking statements based solely on information available to us as of the date of this prospectus. As a result, our actual results as of and installs application-specific material handling systemsfor the three months and solutions for end-users to improve work station and facility-wide work flow. This segment represented 15.7%fiscal year ended March 31, 2021 may differ materially from the estimated preliminary unaudited financial results set forth below upon the completion of our financial closing procedures, as a result of the fiscal year-end audit, or upon occurrence of other developments that may arise prior to the time our financial results are finalized. You should not place undue reliance on these preliminary estimates. For additional information, see “Forward-looking statements” and “Risk factors.” Our estimated preliminary unaudited financial results contained in this prospectus have been prepared in good faith by, and are the responsibility of, our management based upon our internal reporting as of and for the three months and the fiscal year ended March 31, 2021. Ernst & Young LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

Based on information currently available to us as of the date of this prospectus, we currently expect that our revenues for the three months ended March 31, 2021 will range between $                 million to $                 million and Adjusted EBITDA will range between $                 million to $                 million. In addition, we currently expect that our revenues for the fiscal year ended March 31, 2021 will range between $                 million to $                 million and Adjusted EBITDA will range between $                 million to $                 million. We also estimate, based upon information currently available to us, that orders received during the three months ended March 31, 2021 will range between $                 million and $                 million and that, as of March 31, 2021, our backlog will range between $                 million and $                 million.

We have not included a GAAP reconciliation of our Adjusted EBITDA to anticipated net sales in fiscal 2002. Our systems and solutions include sophisticated conveyor systems, operator-controlled manipulators, light-rail systems and scissor lift tables used in manufacturing, assembly, warehousing and construction applications.

Since our initial public offering in February 1996,income because we have substantially increasednot yet completed our net salesfinancial closing procedures for the three months and generated significant profitsfiscal year ended March 31, 2021 and cash flow. Duringsuch reconciliation could not be produced without unreasonable effort. We will provide a full GAAP reconciliation of final Adjusted EBITDA when we report our full fourth quarter and fiscal 2021 financial results. See “Non-GAAP financial measures” and “Summary—Summary historical and unaudited pro forma financial data of Columbus McKinnon.”

First lien term facility

In connection with this period, our net sales have increased from $209.8 millionoffering, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent under the First Lien Term Facility, intends to syndicate such facility to third-party investors. As a result of such syndication, certain of the terms of the First Lien Term Facility may change as they are subject to pricing and other flex rights. If any flex rights are exercised under the First Lien Term Facility, the terms of the First Lien Term Facility will be less favorable to us than the terms described in fiscal 1996this prospectus. See “The acquisition and related financing.” As of the date of this prospectus, we cannot ensure you that such syndication will occur or that JPMorgan Chase will exercise any of its flex rights under the First Lien Term Facility. This offering is not conditioned on the syndication of the First Lien Term Facility.

The offering

The summary below contains the basic information about this offering. It does not contain all of the information that is important to $480.0 million in fiscal 2002; our EBITDA as a percentage of net sales, or EBITDA margin, has averaged 15.5%;you. You should read this prospectus and our cumulative cash flow from operations was $251.7 million. In fiscal 2002, despite being adversely affectedthe documents incorporated by the industrial recession, we generated EBITDA of $62.0 million,reference herein carefully before making an EBITDA margin of 12.9% and cash flow that enabled us to reduce senior bank debt by $59.7 million.

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investment decision.

Our Competitive Strengths

•

Issuer

Columbus McKinnon Corporation, a New York corporation

Common stock offered

Comprehensive Product Lines and Strong Brand Name Recognition.    We believe we offer the most comprehensive product lines in the markets we serve. The breadth$150,000,000 of shares of our product lines enables us to provide a “one-stop shop” to our distributors, manycommon stock (or $172,500,000 of whom are looking to consolidate their suppliers. We believe that our strong brand name recognition has created customer loyalty and helps us to maintain existing business, as well as capture additional business.
•
Leading Market Position and Reputation.    We are the largest manufacturer of hoists, alloy and high strength carbon steel chain and operator-controlled manipulators in North America. Over 60%shares of our domestic net sales in fiscal 2002 were from product categories in which we believe we holdcommon stock if the leading market share. We believe that the strengthunderwriters exercise their option to purchase additional shares of our established products and brands and our leading market position provide us with significant competitive advantages, including preferred supplier status with a majoritycommon stock in full).

Common stock to be outstanding immediately after this offering

             shares (or              shares if the underwriters exercise their option to purchase additional shares of our largest customers. Our large installed basecommon stock in full).

Use of products also provides us with a significant competitive advantageproceeds

We expect the net proceeds from the sale of common stock in selling our productsthis offering to existing customers as well as providing repair and replacement parts.
•
Low-Cost Manufacturing Capability.    We believe we are a low-cost manufacturer. We will continuebe approximately $             (or approximately $             if the underwriters exercise their option to integrate and consolidate our manufacturing operations and reduce our manufacturing costs through the following initiatives:
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Rationalization and Consolidation.    In fiscal 2002, we closed five manufacturing plants and one warehouse, consolidated a number of product lines and standardized certain component parts. We have identified fivepurchase additional manufacturing facilities for consolidation within the next 12 months.
–
Lean Manufacturing.    In fiscal 2002, we instituted Lean Manufacturing at 13shares of our facilities, resultingcommon stock in substantial inventory reductions, a significant decline in required manufacturing floor area, decreased product lead timefull) after deducting estimated underwriting discounts and improved productivity.
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Purchasing Council.    We continue to leverage our company-wide purchasing power through our Purchasing Council to reduce our costs.
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Vertical Integration.    We manufacture many of the parts and components used in our manufacture of hoists and cranes, resulting in reduced costs.
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International Expansion.    Our continued expansion of our manufacturing facilities in China and Mexico provides us with another cost efficient platform to manufacture certain of our products.
•
Distribution Channel Diversity and Strength.    Our products are sold to over 20,000 general and specialty distributors and OEMs. We enjoy long-standing relationships with, and are a preferred provider to, the majority of our largest distributors and industrial buying groups. Over the past decade, there has been significant consolidation among distributors of material handling equipment. We have benefited from this consolidation and have maintained and enhanced our relationships with our leading distributors, as well as formed new relationships. We believe our extensive North American distribution channels provide a significant competitive advantage and allow us to effectively market new product line extensions and promote cross-selling.
•
Strong After-Market Sales and Support.    We believe that we retain customers and attract new customers due to our ongoing commitment to customer service and satisfaction. Our large installed

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base of hoists and chain drives our after-market sales for components and repair parts and is a stable source of higher margin business. We maintain strong relationships with our customers and provide prompt after-market service to end-users of our products through our authorized network of 13 chain repair stations and over 350 hoist service and repair stations.
•
Experienced Management Team.    Our senior management team provides a depth and continuity of experience in the material handling industry, with our top six executives possessing an average of over 19 years of experience withcommissions but not estimated offering expenses payable by us. Our management has experience in aggressive cost management, efficient manufacturing techniques, acquiring and integrating businesses and global operations, all of which are critical to our long-term growth. Upon completion of this offering, our directors and executive officers will own an aggregate of approximately 11% of our outstanding common stock.
Our Strategy
Ÿ
Increase Our Domestic Organic Growth. We intend to use our competitive advantagesthe net proceeds from this offering (including the net proceeds from the underwriters’ option to increase our market share across allpurchase additional shares of common stock, if they exercise it) to repay in part outstanding borrowings under the First Lien Term Facility. See “Use of proceeds.”

Material U.S. federal income tax considerations for non-U.S. holders

The material U.S. federal income tax consequences of the purchase, ownership and disposition of our product lines throughcommon stock by non-U.S. holders (as defined herein) are described in “Material U.S. federal income tax considerations for non-U.S. holders.”

Listing

Our common stock is listed on Nasdaq under the following initiatives:symbol “CMCO.”

Dividend policy

We currently expect to continue to pay quarterly cash dividends on shares of our common stock, subject to approval of our board of directors (our “Board”). On March 22, 2021, our Board approved a quarterly dividend of $0.06 per share of common stock, which is payable on or about May 13, 2021 to shareholders of record at the close of business on May 3, 2021.

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Leverage Strong Competitive Position.    Our large, diversified customer base,There can be no assurance that we will pay dividends on shares of our extensive distribution channelscommon stock in the future. See “Risk factors—Risks related to ownership of our common stock—We cannot assure you that we will continue to pay dividends on our common stock, and our close relationships withindebtedness limits our distributors provide us with insights into customer preferencesability to pay dividends on our common stock.”

Transfer agent and product requirements that allow us to anticipateregistrar

The transfer agent and address the future needs of end-users. Additionally, we continue to implementregistrar for our CraneMart™ initiative launched in 1999 to build an integrated Northcommon stock is American network of independent and company-owned crane builders. CraneMart™ participants purchase our products and parts for incorporation in their products and for distribution and are provided a full range of services, including best pricing, parts distribution rights, technical support and shared resources.
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Introduce New Products.    We continue to expand our business by developing new material handling products and services and expand the breadth of our product lines to address customer needs. Recent new product introductions include:
•
global wire rope hoists used in overhead cranes;
•
lifting clamps used for lifting large plates of steel;
•
self-standing or ceiling-mounted, light-rail crane systems used in work station material handling applications;
•
top-running and underhung end-trucks used in the crane builder industry;
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hand pallet trucks used in warehouse and factory applications; and
•
high speed, light-weight, mini-load cranes used in warehouse applications.
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Increase Our Penetration of International Markets.    Our international sales comprised 29.4% of our net sales in fiscal 2002 and grew at a compounded annual rate of 26.5%, from $34.3 million in fiscal 1996 to $140.9 million in fiscal 2002. We sell to distributors in approximately 50 countries and have manufacturing facilities in Canada, Mexico, Germany, the United Kingdom, Denmark, France and China. In addition to new product introductions, we intend to increase international sales and enhance margins by:
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Expanding Our Sales and Service Presence.    We are expanding our sales and service presence in the major market areas of Europe, Asia and South America. We have recently added four new sales offices and warehouse facilities in Europe, one in Brazil and one in Mexico.
Stock Transfer & Trust Company.

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Risk factors

•
Increasing Sales and Improving Margins.    We intend to increase our sales and improve our margins by manufacturing and exporting a broader array of high quality, low-cost products and components from our facilities in Mexico and China. We have recently constructed a third manufacturing facility in China and are expanding our manufacturing capacity and distribution channels in Mexico.
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Reduce Our Operating Costs.    Our objective is to remain a low-cost producer. We continuously seek ways to reduce our operating costs and increase our manufacturing productivity. In furtheranceSee “Risk factors” on page 24 of this objective, we have undertakenprospectus and the following:risk factors in our Annual Report on Form 10-K
for the fiscal year ended March 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 for a discussion of risks you should carefully consider before deciding to invest in our common stock.

Conflicts of Interests

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RationalizationAffiliates of Facilities.    Consolidating acquired operations is an integral partJ.P. Morgan Securities LLC, Wells Fargo Securities, LLC and PNC Capital Markets LLC will receive at least 5% of our acquisition strategy. We closed five manufacturing plants and one warehouse in fiscal 2002 and have identified five additional facilities for consolidation within the next 12 months. When completed, we believe these consolidations will result in annual fixed cost reductions of approximately $20 million.
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Implementation of Lean Manufacturing.    Through fiscal 2002, we have instituted Lean Manufacturing at 13 of our major facilities. In fiscal 2002, largely as a result of our Lean Manufacturing initiative, we recaptured approximately 185,000 square feet of manufacturing floor area and consolidated an additional 345,000 square feet of closed facilities. Additionally, we reduced inventories by approximately $19 million, improved productivity and achieved significant reductions in product lead time. We expect to introduce Lean Manufacturing in five additional facilities in fiscal 2003. Our Lean Manufacturing initiative complements our strategy of integrating and consolidating our manufacturing facilities.
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Leverage Purchasing Power.    The Columbus McKinnon Purchasing Council was formed in fiscal 1998 to centralize and leverage our overall purchasing power, which has grown through acquisitions. This action has resulted in annualized savings of approximately $16.3 million since its inception, including approximately $3.8 million in fiscal 2002.
•
Pursue Selective Acquisitions.    The completionnet proceeds of this offering andin connection with the closingrepayment of our new credit agreement areoutstanding borrowings under the first steps toward improving our capital structure. These steps, togetherFirst Lien Term Facility. See “Use of proceeds.” Accordingly, this offering is being made in compliance with our other strategies, will better position us to seek accretive and complementary acquisitions at some timethe requirements of FINRA Rule 5121. In accordance with that rule, no “qualified independent underwriter” is required, because a bona fide public market exists in the future.
shares, as that term is defined in the FINRA Rule 5121. See “Underwriting (conflicts of interest).”

The number of shares of common stock outstanding immediately following this offering that appears above is based on the 23,985,393 number of shares of common stock outstanding as of April 15, 2021 and does not give effect to:

shares of our common stock issuable upon the exercise of the underwriters’ option to purchase additional shares of our common stock;

Recent Developments
As

an aggregate of 657,814 shares of our common stock issuable upon exercise of restricted stock units, performance restricted stock units and stock options outstanding as of March 31, 2002, we were in default of certain financial covenants contained in our existing bank credit agreement. Subsequently, we have entered into an amendment to our existing bank credit agreement wherein the lenders have waived these defaults. This amendment also modifies certain of our financial covenants prospectively2021; and reduces our borrowing limit from $206 million to $150 million.

Our existing bank credit agreement, which had outstanding borrowings of $145.8 million at March 31, 2002, expires on March 31, 2003. We have received a term sheet for a proposed new bank credit agreement. The outstanding balance of our existing bank credit agreement ($127.2 million as of June 10, 2002) will be reduced by the net proceeds of this offering. The new bank credit agreement will provide for aggregate borrowings up to $95 million and will be secured by a first priority security interest in substantially all of our assets. It will contain covenants restricting our ability to incur additional indebtedness, to sell a substantial portion of our assets, to merge or to make acquisitions or investments. It will also obligate us to meet certain financial requirements and will restrict our ability

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to pay dividends. The term sheet is not binding on the lenders and is subject to several conditions, including the execution of definitive agreements. We cannot assure you that we will be able to negotiate a new bank credit agreement on commercially reasonable terms, or at all. If we are unable to enter into a new bank credit agreement prior to March 31, 2003, our ability to fund our operations will be significantly impaired.
In May 2002, we sold substantially all of the assets of ASI for approximately $20.6 million in cash, plus a subordinated note in the principal amount of approximately $6.8 million payable over 10 years. We may also receive additional payments from this sale of up to $2.0 million from proceeds of certain ASI accounts receivable and up to an aggregate of $10.0 million based upon the financial performance of the ASI business for the two years following the closing. ASI comprised substantially all2,252,478 shares of our former Solutions – Automotive business segment.
In addition, in January 2002, we soldcommon stock available for future issuance under our Handling Systems & Conveyors, Inc. business for cash proceedsequity compensation plans as of approximately $0.9 million.March 31, 2021.

Corporate Informationinformation

Our company was incorporated under the laws of the State of New York in 1929. Ourprincipal executive offices are located at 140 John James Audubon205 Crosspoint Parkway, Amherst,Buffalo, New York 14228-1197, and our14068. Our telephone number is (716) 689-5400. Our web sitewebsite address is www.cmworks.com. Information containedwww.columbusmckinnon.com. The information on, or accessible through, our web sitewebsite is not a part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the shares of common stock offered by this prospectus.

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The Offering
Common stock being offered by:
Our company5,000,000 shares
Selling shareholder   250,000 shares
Total5,250,000 shares
Common stock to be outstanding after this offering19,895,172 shares (1)
Use of ProceedsTo repay indebtedness. We will not receive any proceeds from the sale of shares by the selling shareholder. See “Use of Proceeds.”
Nasdaq National Market symbolCMCO
(1)Excludes 1,482,500 shares of common stock reserved for issuance under our stock option plans, of which 1,406,160 shares were subject to outstanding options as of March 31, 2002 at a weighted average exercise price of $14.34 per share.

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Summary Consolidated Financial Datahistorical and unaudited pro forma financial data of Columbus McKinnon

The following table sets forth summary historical financial data represent our continuingfor Columbus McKinnon as of and for the nine months ended December 31, 2020 and 2019 and the fiscal years ended March 31, 2020, 2019 and 2018.

The following summary historical statement of operations data and reflectstatement of cash flow data for the May 2002 sale of substantially all of the assets of ASI. The consolidatedfiscal years ended March 31, 2020, 2019 and 2018 and balance sheetssheet data as of March 31, 20012020 and 2002 and the related2019 were derived from our audited consolidated financial statements incorporated herein by reference. The following summary historical statement of operations data and statement of cash flows and shareholders’ equityflow data for the three yearsnine months ended December 31, 2020 and 2019 and balance sheet data as of December 31, 2020 were derived from our unaudited condensed consolidated financial statements incorporated herein by reference, which, in the opinion of our management, include all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our financial position and results of operations for such periods. The following summary historical balance sheet data as of March 31, 2018 were derived from our audited consolidated financial statements not included or incorporated herein by reference. The results for the nine months ended December 31, 2020 are not necessarily indicative of results to be expected for the fiscal year ended March 31, 20022021 or any future period or year.

The following table should be read in conjunction with “Management’s discussion and analysis of results of operations and financial condition” and the consolidated financial statements and accompanying notes thereto appearincluded in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, which are incorporated by reference herein. This information is only a summary and should be read together with the consolidated financial statements, the related notes and other financial information incorporated by reference into this prospectus.

The following table also sets forth summary unaudited pro forma financial data for Columbus McKinnon as of and for the nine months ended December 31, 2020 and the twelve months ended March 31, 2020. The following summary unaudited pro forma financial data as of and for the nine months ended December 31, 2020 and for the twelve months ended March 31, 2020 were derived from our unaudited pro forma condensed combined financial statements that are included elsewhere in this prospectus. The summary consolidatedunaudited pro forma statements of operations data for the nine months ended December 31, 2020 and for the twelve months ended March 31, 2020 have been prepared to reflect the Transactions, as defined under “Unaudited pro forma condensed combined financial information,” as if the Transactions occurred on April 1, 2019, including giving effect to the completion of this offering and the use of proceeds therefrom. The unaudited pro forma condensed combined balance sheet data has been adjusted to give effect to the Transactions as if the Transactions occurred on December 31, 2020, including giving effect to the completion of this offering and the use of proceeds therefrom. The following summary unaudited pro forma financial data is presented below should be read in conjunction with,for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor are qualified in their entirety by, “Management’s Discussion and Analysisthey indicative of Results of Operations and Financial Condition,” our consolidated financial statements and the notes thereto and other financial information included elsewhere in this prospectus.future operating results.

   
  Historical  Pro forma 

(in thousands, except for per
share amounts and percentages)

 Fiscal year ended March 31,  Nine months ended
December 31,		  Twelve months
ended
March 31,
2020		  Nine months
ended
December 31,
2020		 
 2018  2019  2020  2019  2020 

Statement of Income

       

Net sales

 $839,419  $876,282  $809,162  $619,676  $463,407  $891,256  $541,498 

Cost of products sold

  554,358   571,285   525,976   402,699   307,270   573,007   346,112 
 

 

 

 

Gross profit

  285,061   304,997   283,186   216,977   156,137   318,249   195,386 

Selling expenses

  101,956   97,925   91,054   68,801   56,087   105,792   68,815 

General and administrative expenses

  85,605   83,567   77,880   56,713   53,842   111,150   63,056 

Research and development expenses

  13,617   13,491   11,310   8,419   8,703   12,846   9,626 

Net loss on sales of businesses, including impairment

  —   25,672   176   176   —   176   — 

Amortization of intangibles

  15,552   14,900   12,942   9,708   9,449   25,573   18,922 
 

 

 

 

Income from operations

  68,331   69,442   89,824   73,160   28,056   62,712   34,967 

Interest and debt expense

  19,733   17,144   14,234   11,034   9,192   19,754   14,815 

Cost of debt refinancing

  —   —   —   —   —   14,645   — 

Investment (income) loss, net

  (157)   (727)   (891)   (939)   (1,429)   (891)   (1,429) 

Foreign currency exchange loss (gain), net

  1,539   843   (1,514)   (518)   1,083   (1,552)   1,508 

Other (income) expense, net

  (2,469)   (716)   839   618   20,081   751   20,030 
 

 

 

 

Income (loss) from continuing operations before income tax expense

  49,685   52,898   77,156   62,965   (871)   30,005   43 

Income tax expense (benefit)

  27,620   10,321   17,484   12,537   (392)   6,234   (472) 
 

 

 

 

Net income (loss)

 $22,065  $42,577  $59,672  $50,428  $(479)  $23,771  $515 
 

 

 

 

Average basic shares outstanding

  22,841   23,276   23,619   23,581   23,871   26,920   27,172 

Average diluted shares outstanding

  23,335   23,660   23,855   23,925   23,871   27,163   27,190 

Basic income (loss) per share

 $0.97  $1.83  $2.53  $2.14  $(0.02)  $0.88  $0.02 

Diluted income (loss) per share

 $0.95  $1.80  $2.50  $2.11  $(0.02)  $0.88  $0.02 

Dividends declared per common share

 $0.17  $0.21  $0.24  $0.12  $0.12  $0.24  $0.12 

 

 

   

(in thousands)

 Fiscal Year ended March 31,  Nine months ended
December 31,		 
 2018  2019  2020  2019  2020 

Statement of Cash Flows

     

Net cash provided by operating activities

 $69,661  $79,499  $106,795  $70,252  $71,948 

Net cash (used for) provided by investing activities

  (32,592)   2,486   (9,962)   (6,977)   846 

Net cash used for financing activities

  (59,502)   (67,778)   (51,551)   (50,431)   (7,680) 

 

 

   
Fiscal Years Ended March 31,
 
   
1998
  
1999
  
2000
  
2001
  
2002
 
   
(Amounts in millions, except per share data)
 
Statement of Operations Data:
                     
Net sales  $561.8  $594.0  $609.2  $586.2  $480.0 
Gross profit   160.2   169.5   172.4   159.5   120.5 
Income from operations before restructuring charges and amortization   80.2   85.3   83.2   76.9   48.7 
Restructuring charges   —   —   —   —   9.6 
Amortization of intangibles   10.3   10.6   11.4   11.0   11.0 
Interest expense, net (1)   23.2   33.2   32.1   34.2   31.8 
Income (loss) before income taxes   46.8   41.6   39.7   31.7   (3.7)
Income (loss) from continuing operations (2)   24.0   23.1   22.1   14.9   (6.0)
Diluted earnings (loss) per share from continuing operations   1.66   1.61   1.55   1.04   (0.42)
Weighted average shares outstanding – assuming dilution   14.4   14.3   14.2   14.3   14.4 
Balance Sheet Data (at end of period): (3)
                     
Total assets (4)  $762.7  $741.3  $731.8  $722.4  $524.3 
Total debt   458.6   423.6   413.8   407.0   347.9 
Total shareholders’ equity   170.9   188.7   203.5   207.9   71.6 
Other Financial Data:
                     
EBITDA (5)  $91.9  $97.8  $96.1  $90.7  $62.0 
Cash provided by operating activities   38.4   52.2   44.3   38.3   49.8 
Cash dividends per common share   0.28   0.28   0.28   0.28   0.14 
   
  Historical  Pro forma 

(in thousands, except for
percentages)

 Fiscal year ended March 31,  Nine months ended
December 31,		  Twelve months
ended
March 31,
2020		  Nine months
ended
December 31,
2020		 
 2018  2019  2020  2019  2020 

Other Data

       

Adjusted EBITDA(1)

 $114,835  $132,450  $126,869  $99,549  $51,380  $87,374  $60,762 

Adjusted income from operations(1)

  78,699   99,775   97,743   77,558   30,177   72,893   39,559 

Adjusted EBITDA margin(1)

  13.7%   15.1%   15.7%   16.1%   11.1%   9.8%   11.2% 

Adjusted income from operations margin(1)

  9.4%   11.4%   12.1%   12.5%   6.5%   8.2%   7.3% 

 

 

(1) Interest expense, net includes the following unusual itemsSee “—Non-GAAP reconciliations” below.

   
   Historical   Pro forma 

(in thousands)

  March 31,   December 31,
2020		   December 31,
2020		 
  2018   2019   2020 

Balance Sheet Data

          

Cash and cash equivalents

  $63,021   $71,093   $114,450   $187,626   $68,852 

Total current assets

   360,295    362,588    382,746    414,099    324,008 

Net property, plant, and equipment

   113,079    87,303    79,473    72,304    100,998 

Goodwill

   347,434    322,816    319,679    338,995    640,750 

Total assets

   1,142,446    1,061,571    1,093,272    1,147,386    1,556,739 

Total debt

   363,318    300,320    251,306    249,542    490,005 

Total current liabilities

   206,997    211,278    155,324    144,112    155,540 

Total shareholders’ equity

   408,229    431,159    463,585    497,324    614,865 

 

 

Non-GAAP reconciliations

Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA and Adjusted EBITDA margin are not financial measures presented in accordance with GAAP. See “Non-GAAP financial measures.” The following tables reconcile Adjusted income from operations, Adjusted income from operations margin, Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial measures for the periods indicated.

We define Adjusted income from operations as income from operations as reported in accordance with GAAP, adjusted for certain items. Adjusted income from operations is not a measure determined in accordance with GAAP and may not be comparable with the measures as used by other companies. Nevertheless, we believe that providing Adjusted income from operations is important for investors and other readers of our financial statements and assists in understanding the comparison of the current period’s income from operations to the historical periods’ income from operations, as well as facilitates a more meaningful comparison of our income from operations to that of other companies. Adjusted income from operations margin is computed by dividing Adjusted income from operations for the relevant period by net sales for the same corresponding period.

   
  Historical  Pro forma 

(in thousands, except for
percentages)

 Fiscal year ended March 31,  Nine months ended
December 31,		  Twelve months
ended
March 31,
2020		  Nine months
ended
December 31,
2020		 
 2018  2019  2020  2019  2020 

Income from operations

 $68,331  $69,442  $89,824  $73,160  $28,056  $62,712  $34,967 

Add back (deduct):

       

Factory closures

  —   1,473   4,709   3,089   3,472   4,709   3,472 

Business realignment costs

  8,763   1,906   2,831   1,075   1,058   2,831   1,058 

Insurance recovery legal costs

  2,948   1,282   585   425   229   585   229 

Loss on sales of businesses

  —   25,672   176   176   —   176   — 

Debt refinancing fees

  619   —   —   —   —   —   — 

Litigation costs

  400   —   —   —   —   —   — 

Insurance settlement

  (2,362)   —   (382)   (367)   —   (382)   — 

Gain on sale of building

  —   —   —   —   (2,638)   —   (2,638) 

Rent expense adjustment

  —   —   —   —   —   —   (197) 

Severance expense

  —   —   —   —   —   702   971 

Stock-based compensation expense

  —   —   —   —   —   173   255 

Integration team expense(1)

  —   —   —   —   —   374   202 

Other expense(2)

  —   —   —   —   —   180   398 

Board and sponsor fees(3)

  —   —   —   —   —   258   223 

Transaction-related expense(4)

  —   —   —   —   —   487   111 

Foreign exchange (gain) loss

  —   —   —   —   —   (13)   427 

Professional fees(5)

  —   —   —   —   —   101   80 
 

 

 

 

Adjusted income from operations

 $78,699  $99,775  $97,743  $77,558  $30,177  $72,893  $39,559 
 

 

 

 

Net sales

 $839,419  $876,282  $809,162  $619,676  $463,407  $891,256  $541,498 

Operating margin

  8.1%   7.9%   11.1%   11.8%   6.1%   7.0%   6.5% 

Adjusted income from operations margin

  9.4%   11.4%   12.1%   12.5%   6.5%   8.2%   7.3% 

 

 

(1)“Integration team expense” consists of payroll and other expenses incurred by Dorner in fiscal 2002: (i) $2.8 for an unrealized, non-cash, mark-to-market loss recognized on certain marketable equity securities held by our captive insurance subsidiary; (ii) $1.5 loss on the January 2002 sale ofconnection with a small subsidiary;prior two person team with primary responsibility to integrate Dorner products, systems, technical knowledge and (iii) $1.9 gain on the sale of assets held for sale.market introduction rollouts to acquired businesses and customers.

(2) Income (loss) from continuing operations“Other expense” consists of certain COVID-19 related expenses, bank fees and earnings per share dataother non-recurring expenses, which are presented priornot anticipated to an extraordinary charge for early debt extinguishmentbe part of $4.5the ongoing costs incurred by Dorner in fiscal 1998.future periods.

(3) See “Capitalization” for“Board and sponsor fees” consists of fees paid to members of Dorner’s board of directors and to the unaudited pro forma balance sheet data assuming consummationformer private equity sponsor of this offering and application of the estimated proceeds to reduce indebtedness occurred on March 31, 2002.Dorner.

(4) Total assets includes net assets“Transaction-related expense” consists of discontinued operationsvarious professional fees related to potential and completed acquisitions by Dorner. Expenses include costs for representation and warranty insurance obtained by the former private equity sponsor of $150.3, $149.9, $152.6, $163.5Dorner and $21.5 as of March 31, 1998, 1999, 2000, 2001 and 2002, respectively.legal fees from an unsuccessful acquisition pursued by Dorner.

(5) EBITDA is defined as the sum“Professional fees” consists of income from continuing operations before income taxes, interestcertain non-recurring consulting fees for e-commerce, product redesign and debt expense, depreciation expense, amortization of intangible assets (including goodwill), non-recurring restructuring charges and certain non-cash charges included in interest expense, net as described in clauses (i) and (ii) of note 1 above. EBITDA is commonly used as an analytical indicator and also serves as a measure of leverage capacity and debt servicing ability. EBITDA should not be considered as a measure of financial performance under accounting principles generally accepted in the United States. The items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. EBITDA as measured in this prospectus is not necessarily comparable with similarly titled measures for other companies.derivative fees.

We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation, amortization, and other adjustments. Adjusted EBITDA is not a measure determined in accordance with GAAP and may not be comparable with the measures as used by other companies. Nevertheless, we believe that providing Adjusted EBITDA is important for investors and other readers of our financial statements. Adjusted EBITDA margin is computed by dividing Adjusted EBITDA for the relevant period by net sales for the same corresponding period.

7

   
  Historical  Pro forma 
(in thousands, except for
percentages)		 Fiscal year ended March 31,  Nine months ended
December 31,		  Twelve months
ended
March 31,
2020		  Nine months
ended
December 31,
2020		 
 2018  2019  2020  2019  2020 

Net income (loss)

 $22,065  $42,577  $59,672  $50,428  $(479)  $23,771  $515 

Add back (deduct):

       

Income tax expense

  27,620   10,321   17,484   12,537   (392)   6,234   (472) 

Interest and debt expense

  19,733   17,144   14,234   11,034   9,192   19,754   14,815 

Investment (income) loss

  (157)   (727)   (891)   (939)   (1,429)   (891)   (1,429) 

Foreign currency exchange loss (gain)

  1,539   843   (1,514)   (518)   1,083   (1,552)   1,508 

Other (income) expense, net

  (2,469)   (716)   839   618   20,081   751   20,030 

Depreciation and amortization expense

  36,136   32,675   29,126   21,991   21,203   29,126   21,203 

Net loss on sales of businesses

  —   25,672   176   176   —   176   — 

Insurance recovery legal costs

  2,948   1,282   585   425   229   585   229 

Factory closures

  —   1,473   4,709   3,089   3,472   4,709   3,472 

Business realignment costs

  8,763   1,906   2,831   1,075   1,058   2,831   1,058 

Debt refinancing fees

  619   —   —   —   —   —   — 

Litigation costs

  400   —   —   —   —   —   — 

Insurance settlement

  (2,362)   —   (382)   (367)   —   (382)   — 

Gain on sale of building

  —   —   —   —   (2,638)   —   (2,638) 

Rent expense adjustment

  —   —   —   —   —   —   (197) 

Severance expense

  —   —   —   —   —   702   971 

Stock-based compensation expense

  —   —   —   —   —   173   255 

Integration team expense(1)

  —   —   —   —   —   374   202 

Other expense(2)

  —   —   —   —   —   180   398 

Board and sponsor fees(3)

  —   —   —   —   —   258   223 

Transaction-related expense(4)

  —   —   —   —   —   487   111 

Foreign exchange (gain) loss

  —   —   —   —   —   (13)   427 

Professional fees(5)

  —   —   —   —   —   101   80 
 

 

 

 

Adjusted EBITDA

 $114,835  $132,450  $126,869  $99,549  $51,380  $87,374  $60,762 
 

 

 

 

Net sales

 $839,419  $876,282  $809,162  $619,676  $463,407  $891,256  $541,498 

Net income margin

  2.7%   4.9%   7.4%   8.1%   (0.1)%   2.7%   0.1% 

Adjusted EBITDA margin

  13.7%   15.1%   15.7%   16.1%   11.1%   9.8%   11.2% 

 

 

(1)“Integration team expense” consists of payroll and other expenses incurred by Dorner in connection with a prior two person team with primary responsibility to integrate Dorner products, systems, technical knowledge and market introduction rollouts to acquired businesses and customers.

(2)“Other expense” consists of certain COVID-19 related expenses, bank fees and other non-recurring expenses, which are not anticipated to be part of the ongoing costs incurred by Dorner in future periods.

(3)“Board and sponsor fees” consists of fees paid to members of Dorner’s board of directors and to the former private equity sponsor of Dorner.

(4)“Transaction-related expense” consists of various professional fees related to potential and completed acquisitions by Dorner. Expenses include costs for representation and warranty insurance obtained by the former private equity sponsor of Dorner and legal fees from an unsuccessful acquisition pursued by Dorner.

(5)“Professional fees” consists of certain non-recurring consulting fees for e-commerce, product redesign and derivative fees.

Summary historical financial data of Dorner

The following table sets forth the summary historical financial data of Dorner for the periods indicated. The summary historical statements of operations data for the fiscal years ended September 30, 2020 and 2019 and the balance sheet data as of September 30, 2020 and 2019 have been derived from the audited financial statements of Dorner incorporated by reference into this prospectus from our Current Report on Form 8-K/A filed with the SEC on April 20, 2021. The summary historical statements of operations data for the three months ended December 31, 2020 and 2019 and the balance sheet data as of December 31, 2020 have been derived from the unaudited condensed financial statements of Dorner incorporated by reference into this prospectus from our Current Report on Form 8-K/A filed with the SEC on April 20, 2021, which, in the opinion of Dorner’s management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of Dorner’s financial position and results of operations for such period. The historical results presented below are not necessarily indicative of financial results to be achieved by Dorner after its integration into the Company in future periods. You should read the summary historical financial data together with the historical financial statements of Dorner and the related notes incorporated by reference into this prospectus from our Current Report on Form 8-K/A filed with the SEC on April 20, 2021. See “Where you can find more information and incorporation by reference” in this prospectus.

   
   Fiscal year ended
September 30,		  Three months ended
December 31,		 
    2019  2020  2019  2020 

Statement of Operations

     

Net sales

  $83,532,135  $90,196,775  $19,385,617  $27,671,498 

Cost of sales

   43,288,157   45,663,036   9,885,841   13,543,515 
  

 

 

 

Gross profit

   40,243,978   44,533,739   9,499,776   14,127,983 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

   37,527,135   36,875,778   9,021,540   9,157,582 
  

 

 

 

Income from operations

   2,716,843   7,657,961   478,236   4,970,401 

Other expenses

     

Acquisition costs

   182,258   109,788   —   — 

Interest expense, net

   6,794,240   6,218,658   1,602,980   1,370,709 

Other expense, net

   1,439   150,223   79,891   245,683 
  

 

 

 
   6,977,937   6,478,669   1,682,871   1,616,392 
  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

   (4,261,094)   1,179,292   (1,204,635)   3,354,009 

Income tax expense (benefit)

     

Current

   233,034   1,467,517   (73,450)   1,668,873 

Deferred

   (984,471)   (1,288,255)   46,609   (734,627) 
  

 

 

 
   (751,437)   179,262   (26,841)   934,246 
  

 

 

 

Net (loss) income

  $(3,509,657)  $1,000,030  $(1,177,794)  $2,419,763 

 

 

   
   Fiscal year ended
September 30,		  Three months ended
December 31,		 
    2019  2020  2019  2020 

Statement of Cash Flows

     

Net cash provided by operating activities

  $8,787,867  $11,617,409  $1,535,496  $5,323,357 

Net cash used in investing activities

   (2,349,421)   (1,055,191)   (462,589)   (330,976) 

Net cash used in financing activities

   (3,675,156)   (5,420,206)   (45,260)   (5,188,352) 

 

 

   
   September 30,   December 31, 
    2019   2020   2019   2020 

Balance Sheet Data

        

Cash and cash equivalents

  $6,403,691   $11,888,554   $7,379,599   $11,681,940 

Total current assets

   27,680,673    37,936,539    28,132,002    37,986,903 

Total property, plant and equipment

   19,618,347    18,086,850    19,506,569    18,436,393 

Goodwill

   87,836,323    87,836,323    87,836,323    87,836,323 

Total assets

   265,590,388    266,281,423    263,921,729    264,673,120 

Total current liabilities

   10,423,816    15,698,674    10,004,109    16,421,881 

Total stockholders’ equity

   142,549,680    144,112,794    141,524,206    146,844,035 

 

 

Non-GAAP reconciliations

Dorner Adjusted EBITDA is not a financial measure presented in accordance with GAAP. See “Non-GAAP financial measures.” The following table reconciles, for the twelve months ended December 31, 2020, Dorner Adjusted EBITDA to net income (loss), which we consider to be the most directly comparable GAAP financial measure to Dorner Adjusted EBITDA.

We define Dorner Adjusted EBITDA as net income (loss) before interest expense, net, income tax expense, depreciation, amortization expense, and other adjustments. Dorner Adjusted EBITDA is not a measure determined in accordance with GAAP and may not be comparable with the measures as used by other companies, including Adjusted EBITDA as presented by the Company. Nevertheless, we believe that providing Adjusted EBITDA for Dorner presents important information for readers of this prospectus. Adjusted EBITDA margin is computed by dividing Dorner Adjusted EBITDA for the twelve months ended December 31, 2020 by net sales for the corresponding period.

  
(in thousands)  

Twelve months ended

December 31, 2020

 

Net income

  $4,598 

Add back (deduct):

  

Interest expense, net

   6,004 

Income tax expense

   1,140 

Depreciation and amortization expense

   10,751 

Rent expense adjustment

   (197) 

Severance expense

   1,067 

Stock-based compensation expense

   336 

Integration team expense(1)

   274 

Other expense(2)

   447 

Board and sponsor fees(3)

   282 

Transaction-related expense(4)

   254 

Foreign exchange loss

   355 

Professional fees(5)

   75 
  

 

 

 

Adjusted EBITDA

  $25,386 
  

 

 

 

Net sales

  $98,483 

Net income margin

   4.7% 

Adjusted EBITDA margin

   25.8% 

 

 

(1)“Integration team expense” consists of payroll and other expenses incurred by Dorner in connection with a prior two person team with primary responsibility to integrate Dorner products, systems, technical knowledge and market introduction rollouts to acquired businesses and customers.

(2)“Other expense” consists of certain COVID-19 related expenses, bank fees and other non-recurring expenses, which are not anticipated to be part of the ongoing costs incurred by Dorner in future periods.

(3)“Board and sponsor fees” consists of fees paid to members of Dorner’s board of directors and to the former private equity sponsor of Dorner.

(4)“Transaction-related expense” consists of various professional fees related to potential and completed acquisitions by Dorner. Expenses include costs for representation and warranty insurance obtained by the former private equity sponsor of Dorner and legal fees from an unsuccessful acquisition pursued by Dorner.

(5)“Professional fees” consists of certain non-recurring consulting fees for e-commerce, product redesign and derivative fees.

RISK FACTORSRisk factors

You should carefully consider the following risks, along with all of the risks and uncertainties and all other information containedprovided or referred to in this prospectus and the documents incorporated by reference herein, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2020 before you decide whether to purchase our common stock. Any of themaking an investment decision. The following risks should they materialize, couldand those described in the risk factors incorporated by reference herein are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, operations, financial condition or operating results. As a result, theand results of operations. The trading price of our common stock could decline due to any of these risks, and you couldmay lose all or a significant part of your investment. Furthermore, the COVID-19 pandemic (including federal, state and local governmental responses, broad economic impacts and market disruptions) has heightened risks discussed in the risk factors described or incorporated by reference into this prospectus.

Risks to our business related to the COVID-19 pandemic

The successrisk related to Novel Coronavirus (“COVID-19”) has, and may continue to, adversely affect our business.

We have been and may continue to be materially and adversely impacted by the effects of COVID-19. In addition to global macroeconomic effects, the COVID-19 outbreak and any other related adverse public health developments have caused and will continue to cause disruption to both our domestic and international operations and sales activities. The continued operation of our facilities is subject to local laws and regulations. While all of our facilities have been deemed essential under applicable law there is no guarantee this will continue. Our third-party manufacturers, suppliers, distributors, sub-contractors and customers have been and will continue to be disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, and other travel or health-related restrictions. Depending on the magnitude of such effects on our manufacturing operations or the operations of our suppliers, third-party distributors, or sub-contractors, our supply chain, manufacturing and product shipments could be delayed, which could adversely affect our business, is affected by industrial economic conditions.operations, and customer relationships. In addition, COVID-19

Periods of industrial economic slowdown or recessionother disease outbreaks will in the United States or othershort-run and may over the longer term adversely affect the economies and financial markets of many countries, or the public perceptionresulting in an economic downturn that one may occur, could decrease thewill affect demand for our products affectand impact our operating results. There can be no assurance that any decrease in sales resulting from the availabilityCOVID-19 will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the COVID-19 outbreak on our business and costoperations remains uncertain, the continued spread of our productsthe COVID-19 or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business.business, financial condition, operating results and cash flows.

Risks related to ownership of our common stock

Our stock price may fluctuate significantly, depending on many factors, some of which may be beyond our control.

The market price of our common stock may fluctuate significantly, depending on many factors, some of which may be beyond our control, including:

actual or anticipated fluctuations in our operating results due to factors related to our business;

success or failure of our business strategies;

our quarterly or annual earnings, or those of other companies in our industry;

changes in preference by our customers;

our ability to obtain financing as needed;

default on our indebtedness;

changes in our senior management or key personnel;

announcements by us or our competitors of significant acquisitions, dispositions or strategic investments and our ability to integrate Dorner into the Company;

announcements of new products or significant price reductions by us or our competitors or other actions by our competitors;

changes in accounting standards, policies, guidance, interpretations or principles;

the failure of securities analysts to cover, or maintain coverage of, our common stock;

changes in earnings estimates by securities analysts or our ability to meet those estimates;

rumors or dissemination of false information;

the operating and stock price performance of other comparable companies;

short selling of our common stock;

investor perception of our Company and our industry;

the extent and duration of COVID-19;

overall market fluctuations;

results from any material litigation or government investigation;

changes in laws and regulations (including tax laws and regulations) affecting our business;

changes in capital gains taxes and taxes on dividends affecting shareholders; and

general economic conditions and other external factors.

Low trading volume for our stock, which may occur if an active trading market is not sustained, among other reasons, would amplify the effect of the above factors on our stock price volatility.

Stock markets in general can experience volatility that is unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our common stock.

Certain provisions in our restated certificate of incorporation, as amended, and sixth amended and restated by-laws, and of New York law, may prevent or delay an acquisition of our Company, which could decrease the trading price of our common stock.

Our restated certificate of incorporation, as amended, our sixth amended and restated by-laws and New York law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our Board rather than to attempt a hostile takeover. In fiscal 2001,addition, provisions of our restated certificate of incorporation, as amended, sixth amended and restated by-laws and New York law impose various procedural and other requirements, which could make it more difficult for example,shareholders to effect certain corporate actions. These provisions include, among others:

the inability of our shareholders to call a special meeting;

rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

the right of our Board to issue preferred stock without shareholder approval; and

the ability of our directors, and not shareholders, to fill vacancies on our Board.

We believe these provisions may help protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. In addition, although we were negatively impactedbelieve these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our Board, they would apply even if the general slowingoffer may be considered beneficial by some shareholders. These provisions may also frustrate or prevent any attempts by our shareholders to replace or remove our current management team by making it more difficult for shareholders to replace members of our Board, which is responsible for appointing the members of our management.

We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness limits our ability to pay dividends on our common stock.

The timing, declaration, amount and payment of future dividends to shareholders falls within the discretion of our Board. Our Board’s decisions regarding the amount and payment of future dividends will depend on many factors, including our financial condition, earnings, capital requirements of our business and covenants associated with debt obligations, including under our Credit Facilities, as well as legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. There can be no assurance that we will continue to pay any dividend in the economy. Thatfuture.

Your percentage ownership in our Company may be diluted in the future.

Your percentage ownership in our Company may be diluted in the future because of equity awards previously granted, and that we expect to grant in the future, to our directors, officers and other employees. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

Future sales of our common stock could cause the market price for our common stock to decline.

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales will occur, could cause the market price of our common stock to decline or be depressed. The shares of common stock issued in connection with this offering will be freely tradable without restriction or further registration under the Securities Act. In connection with this offering, we and our directors and executive officers have agreed with the underwriters to a ”lock-up,” pursuant to which neither we nor they will sell, hedge or otherwise dispose of any shares without the prior written consent of J.P. Morgan Securities LLC for 90 days after the date of this prospectus, subject to certain exceptions. See “Underwriting (conflicts of interest)” Following the expiration of the applicable lock-up period, all these shares of our common stock will also be eligible for future sale. In the future, we may also issue our securities if we need to raise capital in connection with a capital expenditure or acquisition. The amount of shares of our common stock issued in connection with a capital expenditure or acquisition could constitute a material portion of our then-outstanding shares of common stock. Any perceived excess in the supply of our shares in the market could negatively impact has continued,our share price and any issuance of additional securities in fiscal 2002 we experienced a loss.

connection with investments or acquisitions may result in additional dilution to you.

If securities or industry analysts do not publish research or reports about the Company, or if they adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline.

The trading market for our common stock is influenced by research or reports that industry or securities analysts publish about us or our business. We do not influence or control the reporting of these analysts. If one or more analysts who cover us downgrade our common stock or provide a negative outlook on our Company or our industry or the stock of any of our competitors, the market price for our common stock likely could decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our common stock to decline.

Risks related to the acquisition

The unaudited pro forma condensed combined financial information contained in this prospectus may not accurately reflect our financial position or results of operations.

The unaudited pro forma condensed combined financial information contained in this prospectus is presented for illustrative purposes only, and may not be an indication of what our financial position or results of operations would have been had the Acquisition been completed on the dates indicated. The unaudited condensed combined pro forma financial information has been derived from our audited and unaudited historical financial statements along with those of Dorner, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Acquisition. The assets and liabilities of Dorner have been measured at fair value based on various preliminary estimates using assumptions that our management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have a material impact on the pro forma financial information and the combined company’s financial position and future results of operations. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations. Any potential decline in our financial condition or results of operations may cause significant variations in the trading price of our common stock.

We will incur significant acquisition-related integration costs and have incurred significant transaction costs in connection with the Acquisition and the related financing transactions.

We are currently implementing a plan to integrate the operations of Dorner into the Company. In connection with that plan, we anticipate that we will incur certain non-recurring charges in connection with this integration including costs for:

employee retention, redeployment, relocation or severance;

integration, including of people, technology, operations, marketing, and systems and processes; and

maintenance and management of customers and other assets;

however, we cannot identify the timing, nature and amount of all such charges as of the date of this prospectus. Further, we have incurred significant transaction costs relating to negotiating and completing the Acquisition and the related financing transactions. These integration costs and transaction expenses will be charged as an expense in the period incurred. The significant transaction costs and Acquisition-related integration costs could materially affect our results of operations in the period in which such charges are recorded. Although we

believe that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the business, will offset incremental transaction and Acquisition-related costs over time, this net benefit may not be achieved in the near term, or at all.

In connection with the completion of the Acquisition, our indebtedness has increased significantly. Our significant indebtedness could limit our operationalcash flow available for operations and financialour flexibility.

We have

In connection with the completion of the Acquisition, our indebtedness has increased significantly. In connection with the Acquisition, and prior to the completion of this offering or the application of the net proceeds therefrom, we incurred indebtedness that is substantial in relation to our shareholders’ equity. As$650.0 million of March 31, 2002,debt under the Credit Facilities and we had total fundedapproximately $83.0 million available for borrowing under the Revolving Credit Facility (after deducting approximately $17.0 million of letters of credit outstanding as of December 31, 2020). On a pro forma basis after giving effect to the Transactions, we would have had $                million of debt outstanding under the Credit Facilities (or $                million of approximately $347.9 million. This represents approximately 83%debt outstanding under the Credit Facilities if the underwriters exercise their option to purchase additional shares of our total capitalization at that date. We may needcommon stock in full). Although the proceeds of this offering will repay outstanding borrowings under the First Lien Term Facility, our indebtedness will still be substantially greater than prior to incur additional debt to fund our continued growth. We may not be able to service or refinance our debt at maturity on terms that are acceptable to us. Our debt service, consisting of interest expense and required principal payments, was $32.4 million in fiscal 2002. the Acquisition.

The degree to which we are leveraged could have other important consequences to holders of our common stock,shareholders, including the following:

we may have greater difficulty satisfying our obligations with respect to our indebtedness;

we must dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, which reducesindebtedness, reducing the funds available for our operations;

our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other purposes may be impaired;

we may be limited in our ability to make additional acquisitions or pay dividends on our common stock;

our flexibility in planning for, or reacting to, changes in the markets in which we compete may be limited;

we may be at a competitive disadvantage relative to our competitors with less indebtedness;

we may be rendered more vulnerable to general adverse economic and industry conditions;

our credit ratings may be downgraded; and

we are exposed to increased interest rate risk given that a portion of our debt isindebtedness obligations are at variable ratesinterest rates.

Dorner was previously a private company and has not been required to comply with the Sarbanes-Oxley Act of interest, which makes us vulnerable2002, as amended (“Sarbanes-Oxley”).

Sarbanes-Oxley requires public companies to increases in interest rates; for example, interest expense in fiscal 2002 would have increased $1.4 million for every percentage point increase in interest rates, based upon average variable rate debt outstanding; and

our debt instruments contain numerous maintain effective internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and other restrictive covenants,preparation of financial statements and to have management report on the effectiveness of those controls on an annual basis (and have its independent public accountants attest annually to the effectiveness of such as restrictions on paying dividends, incurring additional debt, selling assets and making capital expenditures.
Our existing bank credit agreement, which had outstanding borrowingsinternal controls). As a private company, Dorner was not required to comply with the requirements of $145.8 million at March 31, 2002, terminates on March 31, 2003. We have received a term sheet for a new bank credit agreement providing for aggregate borrowings up to $95 million that we anticipate will close shortly afterSarbanes-Oxley.

In connection with the completion of this offering. However, the term sheetAcquisition, we are beginning to apply our Sarbanes-Oxley procedures regarding internal controls over financial reporting with respect to Dorner. This process will require a significant amount of time from our management and other personnel and will require us to expend a

significant amount of financial resources, which is not binding on the lenders,likely to increase our compliance costs, and we cannot assure you that we will be ablerequired to negotiate a new bank credit agreement on commercially reasonable terms, or at all. For instance, a new bank credit agreement could result in an increase inassess Dorner’s internal controls over financial reporting beginning one year after the interest rate of our bank debt over the rate we currently pay or more restrictive covenants than our existing bank credit agreement currently contains. If we are unable to enter into a new bank credit agreement by March 31, 2003, our ability to fund our operations will be significantly impaired.

A write-off of all or part of our goodwill could adversely affect our operating results and net worth and cause us to violate covenants in our existing bank credit agreement.
In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141Business Combinations and Statement of Financial Accounting

8

Standards No. 142Goodwill and Other Intangible Assets. FAS 141 requires that all business combinations be accounted for under the purchase method only and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. FAS 142 requires that ratable amortization of goodwill be replaced with periodic testsdate of the goodwill’s impairment and that intangible assets other than goodwill should be amortized over their useful lives. As a resultacquisition.

The Dorner acquired business may underperform relative to our expectations.

Following completion of our prior acquisitions,the Acquisition, we have a material amount of goodwill recorded on our financial statements. At March 31, 2002 our recorded goodwill was approximately $200.8 million, or approximately 38% of our total assets. We may have to write-off all or a portion of our goodwill if its value becomes impaired. Although any such write-off would be a non-cash charge, it could reduce our earnings and net worth significantly. A write-off of goodwill could also cause us to violate covenants contained in our existing bank credit agreement that require a minimum level of net worth. Any such violation could disqualify us from making additional borrowings under our existing bank credit agreement and could require us to refinance or renegotiate the terms of our bank indebtedness.

We may not be able to successfully integrate our acquired companies.
Historically, a significant portionmaintain the levels of revenue, earnings or operating efficiency that Dorner and we have achieved or might achieve separately. The business and financial performance of Dorner are subject to certain risks and uncertainties, including the risk of the loss of, or changes to, its relationships with its customers. We may be unable to achieve the same growth, revenues and profitability that Dorner has achieved in the past.

The future results of our growth has been attributable to acquisitions. Our acquired companies have andCompany will continue to place significant demands onsuffer if we do not effectively manage our management, operational and financial resources. Realizationexpanded operations following the Acquisition.

Since the completion of the benefits of acquisitions often requires integration of some or all ofAcquisition, the acquired companies’ sales and marketing, distribution, manufacturing, engineering, finance and administrative organizations. The integrationsize of our acquired companiesbusiness has increased significantly beyond its pre-Acquisition size. Our future success depends, in part, upon our ability to manage Dorner, which will continuepose substantial challenges for management, including challenges related to demand substantial attention from our seniorthe management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that the management of the acquired companies. We cannot assure you that weDorner business will be able to successfully integrate our acquired companies, that these companies will operate profitablysuccessful or that we will realize the potentialexpected benefits currently anticipated from these acquisitions.

the Acquisition.

Business risks

We may be adversely impactedOur business is cyclical and is affected by our inability to identify and finance future acquisitions.industrial economic conditions.

Although we have not made any acquisitions since April 1999, we intend

Many of the end-users of our products are in highly cyclical industries, such as manufacturing, power generation and distribution, commercial construction, oil and gas exploration and refining, transportation, agriculture, logging, and mining that are sensitive to pursue strategic acquisitions againchanges in general economic conditions. Their demand for our products, and thus our results of operations, is directly related to the level of production in their facilities, which changes as a result of changes in general economic conditions and other factors beyond our control. If there is deterioration in the future. We cannot provide any assurance thatgeneral economy or in the industries we willserve, our business, results of operations, and financial condition could be able to identify appropriate future acquisition candidates or, if we do, that we will be able to successfully negotiatematerially adversely affected. In addition, the terms of an acquisition, finance the acquisition or integrate the acquired business effectively and profitably into our existing operations. Consummating an acquisition could require us to raise additional funds through additional equity or debt financing. Additional equity financing could depress the market pricecyclical nature of our common stock. Additional debt financingbusiness could require us to accept covenants that would, among other things, limit our ability to pay dividends.

Our international operations pose certain risks that may adversely impact sales and earnings.
We have operations and assets located outside of the United States, primarily in Canada, Mexico, Germany, Denmark, France and China. In addition, we import a portion of our hoist product line from China and Japan, and sell our products to distributors located in approximately 50 countries. Our international operations are subject to a number of special risks, including currency exchange rate fluctuations, trade barriers, exchange controls, risk of governmental expropriation, political risks and risks of increases in taxes. Also, in some foreign jurisdictions we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. These factors mayat times also adversely affect our future profits.

9
liquidity and ability to borrow under our Revolving Credit Facility.

Our business is highly competitive and increasedsubject to consolidation of competitors. Increased competition could reduce our incomesales, earnings, and profitability.

The principal markets that we serve within the material handling industry are fragmented and highly competitive. Competition is based primarily on performance, functionality, price, brand recognition, customer service and support as well as product availability, performance, functionality, brand reputation, reliability, and product availability.price. Our competition in the markets in which we participate comes from companies of various sizes, some of which have greater financial and other resources than we do. Increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross margins and net income.

The greater financial resources or the lower amount of debt of certain of our competitors may enable them to commit larger amounts of capital in response to changing market conditions. Certain competitors may also have the ability to develop product or service innovations that could put us at a disadvantage. In addition, through consolidation, some of our competitors have achieved substantially more market penetration in certain of the markets in which we operate. If we are unable to compete successfully against other manufacturers of material handling equipment, we could lose customers and our revenues may decline. There can also be no

assurance that customers will continue to regard our products favorably, that we will be able to develop new products that appeal to customers, that we will be able to improve or maintain our profit margins on sales to our customers or that we will be able to continue to compete successfully in our core markets.

Our certificatestrategy depends on successful integration of incorporation, by-laws and Rights Agreement, as well as the New York Business Corporation Law, contain provisions that could have the effect of deterring takeovers or delaying or preventing changes in control or managementacquisitions.

Acquisitions are a key part of our company.

Provisionsgrowth strategy. Our historical growth has depended, and our future growth is likely to depend on our ability to successfully implement our acquisition strategy, and the successful integration of acquired businesses into our certificate of incorporationexisting business. We intend to continue to seek additional acquisition opportunities in accordance with our acquisition strategy, both to expand into new markets and by-laws,to enhance our Rights Agreementposition in existing markets throughout the world. If we are unable to successfully integrate acquired businesses into our existing business or expand into new markets, our sales and applicable New York law may discourage, delay or prevent a change in control that shareholders may consider favorable or may impede the ability of the holders of our common stock to change our management. The provisions of our certificate of incorporation and by-laws will:
authorize our Board of Directors to issue preferred stock in one or more series, without shareholder approval;
regulate how shareholders may present proposals or nominate directors for election at annual meetings of shareholders; and
limit the right of shareholders to remove a director.
Our Rights Agreement and applicable provisions of New York law impose limitations on persons proposing to acquire us in a transaction not approved by our Board of Directors.
earnings growth could be reduced.

Our future operating results may be affected by price fluctuations inand trade tariffs on steel, prices.aluminum, and other raw materials purchased to manufacture our products. We may not be able to pass on increases in raw material costs to our customers.

The principalprimary raw materialmaterials used in our specialty chain, forging and forgingcrane building operations is steel. Theare steel, industryaluminum, and other raw materials such as a whole is verymotors, electrical and electronic components, castings and machined parts and components. These industries are highly cyclical and at times pricing and availability can be volatile due to a number of factors beyond our control, including general economic conditions, labor costs, competition, import duties, tariffs, and currency exchange rates. This volatility can significantly affect our raw material costs.

Through our Purchasing Council, we purchase steel on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon historic buying practices and market conditions. In an environment of increasing raw material prices and trade tariffs, competitive conditions will determine how much of the steel price increases we can pass on to our customers. ToIn the future, to the extent we are unable to pass on any steel, aluminum, or other raw material price increases to our customers, our profitability could be adversely affected.

We rely in large part on independent distributors for sales of our products.

For the most part, we depend on independent distributors to sell our products and provide service and aftermarket support to our end-user customers. Distributors play a significant role in determining which of our products are stocked at their locations, and hence are most readily accessible to aftermarket buyers, and the price at which these products are sold. Almost all of the distributors with whom we transact business offer competitive products and services to our end-user customers. For the most part, we do not have written agreements with our distributors. The loss of a substantial number of these distributors or an increase in the distributors’ sales of our competitors’ products to our ultimate customers could materially reduce our sales and profits.

Financial risks

Changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021, although on November 30, 2020 it announced that it had extended the period in which it will continue to publish certain LIBOR tenors, including three-month LIBOR, to June 30, 2023. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after June 30, 2023, or whether different benchmark rates used to price indebtedness will develop. The interest rate on the First Lien Term Facility and Revolving Credit Facility

have a variable component that is based on LIBOR. The phase-out of LIBOR may negatively impact the terms of our outstanding indebtedness. In addition, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Disruption in the financial market could have a material adverse effect on our financial position, results of operations, and liquidity.

Our operations outside the U.S. pose certain risks that may adversely impact sales and earnings.

We have operations and assets located outside of the United States, primarily in China, Mexico, Germany, the United Kingdom, Hungary and Malaysia. In addition, we import a portion of our hoist product line from Asia and sell our products to distributors located in approximately 50 countries. In our fiscal year ended March 31, 2020, approximately 45% of our net sales were derived from non-U.S. markets. These non-U.S. operations are subject to a number of special risks, in addition to the risks of our U.S. business, differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, U.S. and foreign customs and tariffs, current and changing regulatory environments, difficulty in obtaining distribution support, difficulty in staffing and managing widespread operations, differences in the availability, and terms of financing, political instability and risks of increases in taxes. Also, in some foreign jurisdictions we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. These factors may adversely affect our future profits.

Part of our strategy is to expand our worldwide market share and reduce costs by strengthening our international distribution capabilities and sourcing components in lower cost countries, such as China, Mexico, Hungary and Malaysia. Implementation of this strategy may increase the impact of the risks described above, and we cannot assure you that such risks will not have an adverse effect on our business, results of operations or financial condition.

Other risks of doing business in international markets include the increased risks and burdens of complying with different legal and regulatory standards, difficulties in managing and staffing foreign operations, recruiting and retaining talented direct sales personnel, limitations on the repatriation of funds and fluctuations of foreign exchange rates, varying levels of internet technology adoption and infrastructure and our ability to enforce contracts and our intellectual property rights in foreign jurisdictions. Additionally, there are risks associated with fundamental changes to international markets, such as those that may occur as a result of the United Kingdom’s withdrawal from the European Union (“Brexit”). Brexit may adversely affect global economic and market conditions and could contribute to volatility in the foreign exchange markets, which we may be unable to effectively manage.

In addition, our success in international expansion could be limited by barriers to international expansion such as adverse tax consequences and export controls. If we cannot manage these risks effectively, the costs of doing business in some international markets may be prohibitive or our costs may increase disproportionately to our revenue.

We are subject to currency fluctuations from our sales outside the U.S.

Our products are sold in many countries around the world. Thus, a portion of our revenues (approximately $366,539,000 in our fiscal year ended March 31, 2020) are generated in foreign currencies, including principally the Euro, the British Pound, the Canadian Dollar, the South African Rand, the Brazilian Real, the Mexican Peso, and the Chinese Yuan, and while much of the costs incurred to generate those revenues are incurred in the same currency, a portion is incurred in other currencies. Since our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, a currency translation impact on our earnings. Currency fluctuations may impact our financial performance in the future.

We are subject to debt covenant restrictions.

Our Revolving Credit Facility and First Lien Term Facility contain a financial leverage covenant and other restrictive covenants. A significant decline in our operating income or cash generating ability could cause us to violate our leverage covenant in our Credit Facilities. Other material adverse changes in our business could also cause us to be in default of our debt covenants. This could result in our being unable to borrow under our Credit Facilities or being obliged to refinance and renegotiate the terms of our indebtedness.

Legal risks

Our products involve risks of personal injury and property damage, which exposes us to potential liability.

Our business exposes us to possible claims for personal injury or death and property damage resulting from the products that we sell. We maintain insurance through a combination of self-insurance retentions and excess insurance coverage. We monitor claims and potential claims of which we become aware and establish accrued liability reserves for the self-insurance amounts based on our liability estimates for such claims. We cannot give any assurance that existing or future claims will not exceed our estimates for self-insurance or the amount of our excess insurance coverage. In addition, we cannot give any assurance that insurance will continue to be available to us on economically reasonable terms or that our insurers would not require us to increase our self-insurance amounts. Claims brought against us that are not covered by insurance or that are in excess of insurance coverage could have a material adverse effect on our results, financial condition, or liquidity.

In addition, like many industrial manufacturers, we are also involved in asbestos-related litigation. In continually evaluating costs relating to our estimated asbestos-related liability, we review, among other things, the incidence of past and recent claims, the historical case dismissal rate, the mix of the claimed illnesses and occupations of the plaintiffs, our recent and historical resolution of the cases, the number of cases pending against us, the status and results of broad-based settlement discussions, and the number of years such activity might continue. Based on this review, we estimate our share of liability to defend and resolve probable asbestos related personal injury claims. This estimate is highly uncertain due to the limitations of the available data and the difficulty of forecasting with any certainty the numerous variables that can affect the range of the liability. We continue to study the variables in light of additional information in order to identify trends that may become evident and to assess their impact on the range of liability that is probable and estimable. We believe that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period. See Note 16 to our March 31, 2020 consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for this fiscal year ended March 31, 2020, which is incorporated by reference herein.

As indicated above, our self-insurance coverage is provided through our captive insurance subsidiary. The reserves of our captive insurance subsidiary are subject to periodic adjustments based upon actuarial evaluations, which adjustments impact our overall results of operations. These periodic adjustments can be favorable or unfavorable.

We are subject to various environmental laws which may require us to expend significant capital and incur substantial cost.

Our operations and facilities are subject to various federal, state, local, and foreign requirements relating to the protection of the environment, including those governing the discharges of pollutants in the air and water, the generation, management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. We have made, and will continue to make, expenditures to comply with such requirements. Violations of, or liabilities under, environmental laws and regulations, or changes in such laws and regulations (such as the imposition of more stringent standards for discharges into the environment), could result in substantial costs to

us, including operating costs and capital expenditures, fines and civil and criminal sanctions, third party claims for property damage or personal injury, clean-up costs, or costs relating to the temporary or permanent discontinuance of operations. Certain of our facilities have been in operation for many years, and we have remediated contamination at some of our facilities. Over time, we and other predecessor operators of such facilities have generated, used, handled, and disposed of hazardous and other regulated wastes. Additional environmental liabilities could exist, including clean-up obligations at these locations or other sites at which materials from our operations were disposed, which could result in substantial future expenditures that cannot be currently quantified and which could reduce our profits or have an adverse effect on our financial condition, operations, or liquidity.

We may face claims of infringement on the intellectual property of others, or others may infringe upon our intellectual property.

Our future success depends in part on our ability to prevent others from infringing on our proprietary rights, as well as our ability to operate without infringing upon the proprietary rights of others. We may be required at times to take legal action to protect our proprietary rights and, despite our best efforts, we may be sued for infringing on the rights of others. Litigation is costly and, even if we prevail, the cost of such litigation could adversely affect our financial condition. In addition, we could be adversely affected financially should we be judged to have infringed upon the intellectual property of others.

We rely on subcontractors or suppliers to perform their contractual obligations.

Some of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services we must provide to our customers. There is a risk that we may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by our subcontractor or customer concerns about the subcontractor. Failure by our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. A delay in our ability to obtain components and equipment parts from our suppliers may affect our ability to meet our customers’ needs and may have an adverse effect upon our profitability.

General risks

Adverse changes in global economic conditions may negatively affect our industry, business, and results of operations.

Our industry is affected by changes in economic conditions outside our control, which can result in a general decrease in product demand from our customers. Such economic developments, like Brexit or the China trade wars, may affect our business in a number of ways. Reduced demand may drive us and our competitors to offer products at promotional prices, which would have a negative impact on our profitability. In addition, the tightening of credit in financial markets may adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in, or cancellation of, orders for our products. If demand for our products slows down or decreases, we will not be able to maintain our revenue and we may run the risk of failing to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Reduced revenue as a result of decreased demand may also reduce our planned growth and otherwise hinder our ability to improve our performance in connection with our long-term strategy.

Our business operations may be adversely affected by information systems interruptions or intrusion.

We depend on various information technologies throughout our Company to administer, store, and support multiple business activities, including to process the data we collect, store and use in connection with our business. If these

systems are damaged, cease to function properly, or are subject to cyber-security attacks, such as those involving unauthorized access, malicious software and/or other intrusions, we could experience production downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation. While we attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls, and maintenance of backup and protective systems, our systems, networks, products, and services remain potentially vulnerable to known or unknown threats, any of which could have a material adverse effect on our business, financial condition or results of operations. We are subject to a variety of laws and regulations in the United States, Europe and around the world, as well as contractual obligations, regarding data privacy, security and protection. Any failure or perceived failure by us, or any third parties with which we do business, to comply with our posted privacy policies, changing consumer expectations, evolving laws, rules and regulations, industry standards, or contractual obligations to which we or such third parties are or may become subject, may result in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time and other resources or the incurrence of significant fines, penalties or other liabilities. In addition, any such action, particularly to the extent we were found to be guilty of violations or otherwise liable for damages, could damage our reputation and adversely affect our business, financial condition and results of operations.

We depend on our senior management team and the loss of any member could adversely affect our operations.

Our success is dependent on the management and leadership skills of our senior management team. The loss of any of these individuals or an inability to attract, retain, and maintain additional personnel could prevent us from implementing our business strategy. We cannot assure you that we will be able to retain our existing senior management personnel or to attract additional qualified personnel when needed. We have not

On May 14, 2020, the Company announced that David J. Wilson has been named President and CEO effective June 1, 2020. The Company has entered into employment agreementsan Employment Agreement and Change in Control agreement with anyMr. Wilson which was filed on Current Report on Form 8-K on May 14, 2020. Under Mr. Wilson’s leadership, the Company has continued to execute its Blueprint for Growth 2.0 strategy as demonstrated by this Acquisition.

The acquisition and related financing

Acquisition of our senior management personnel.

10
Dorner

We areOn April 7, 2021, upon the terms and subject to various environmental lawsthe conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub merged with and into Dorner Parent. At the Effective Time, the separate corporate existence of Merger Sub ceased and Dorner Parent continued its existence under Delaware law as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. As consideration for the acquisition, the Company paid cash consideration of $485.0 million on a cash-free, debt-free basis, which may require us to expend significant capital and incur substantial cost.
Our facilities areamount is subject to many federal, statecertain customary post-closing adjustments.

Financing transactions

On April 7, 2021, in connection with the completion of the Merger, the Company, Columbus McKinnon EMEA GmbH (the “German Borrower” and, local requirements relatingtogether with the Company, the “Borrowers”) and certain of the Company’s subsidiaries entered into the Credit Agreement, which provides for (i) a Revolving Credit Facility in an aggregate principal amount of $100.0 million, including sublimits for the issuance of standby letters of credit, swingline loans and multi-currency borrowings in certain specified foreign currencies, and (ii) a First Lien Term Facility in an aggregate principal amount of $650.0 million. The First Lien Term Facility requires quarterly principal amortization payments of 0.25% of the aggregate amount of the first lien term loans thereunder, with the remaining principal amount outstanding thereunder due on the maturity date. In addition, if the Company has any Excess Cash Flow (as defined in the Credit Agreement), the ECF Percentage (as described in the sentence below) of the Excess Cash Flow for each fiscal year, less any optional prepayments of amounts outstanding under the Credit Facilities (except prepayments under the Revolving Credit Facility that are not accompanied by a corresponding permanent reduction of commitments under the Revolving Credit Facility) other than to the protectionextent that any such prepayment is funded with the proceeds of Funded Debt (as defined in the Credit Agreement), is required to be used toward the prepayment of the environmentFirst Lien Term Facility. The “ECF Percentage” is set in the Credit Agreement at 50%, but reduces to 25% or 0% based upon the achievement by the Company of specified Secured Leverage Ratios (as defined in the Credit Agreement) as of the last day of any fiscal year. Under the terms of the Credit Agreement, the Company may, subject to the satisfaction of certain conditions, incur unlimited amounts of additional debt that is pari passu or junior to the debt incurred under the Credit Agreement, subject to pro forma compliance with a Secured Leverage Ratio (as defined in the Credit Agreement) of 3.50:1.00.

The Company used borrowings under the First Lien Term Facility to, among other things, finance the purchase price for the Acquisition, pay related fees, expenses and we have made,transaction costs, and repay the Company’s outstanding borrowings under its former term loan and revolving credit facilities.

Interest

The Credit Facilities bear interest, at Borrower’s election, at the base rate plus an “applicable margin” (as described below) or the Eurodollar rate plus an applicable margin. Swingline loans bear interest at the base rate plus an applicable margin. The base rate, for any day, will continuebe a floating rate that is the higher of (i) the prime rate in effect on such day, (ii) the NYFRB rate (defined as the greater of the federal funds effective rate and the overnight bank funding rate) in effect on such day plus 50 basis points, and (iii) the Eurodollar rate (defined as the LIBO Screen Rate) in effect on such date plus 100 basis points, subject to a 75 basis point floor; provided that if the base rate would be less than 175 basis points, it is deemed under the Credit Agreement to be 175 basis points. The “applicable margin” for the First Lien Term Facility is 325 basis points for base rate loans or 425 basis points for Eurodollar loans. The “applicable margin” for the Revolving Credit Facility is

determined on a leveraged-based sliding scale which ranges from 100 to 225 basis points for base rate loans and 200 to 325 basis points for Eurodollar loans. Borrowers are required to pay commitment fees on any unused commitments under the Revolving Credit Facility, which are determined on a leverage-based sliding scale ranging from 30 basis points to 55 basis points. Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period with respect to any Eurodollar loans).

Collateral and security

The obligations of the Borrowers under the Credit Agreement are guaranteed by each of the Company’s direct and indirect, existing and future, domestic subsidiaries and certain foreign subsidiaries, subject to certain exceptions (such guarantors, together with the Borrowers, collectively, the “Credit Parties”). The obligations of the Credit Parties under the Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of the existing and future personal property of the Credit Parties, including, without limitation, 65% of the voting capital stock of certain of the Credit Parties’ direct foreign subsidiaries, subject to certain exceptions.

Maturity and repayments

The Revolving Credit Facility has a five-year maturity. The First Lien Term Facility has a seven-year maturity.

The Credit Agreement allows a Borrower to voluntarily prepay either the First Lien Term Facility or the Revolving Credit Facility, in whole or in part, at any time, and requires certain mandatory prepayments of either the First Lien Term Facility or the Revolving Credit Facility upon the occurrence of certain events, which mandatory prepayments permanently reduce the commitments under the Revolving Credit Facility, each without premium or penalty, subject to the reimbursement of certain costs of the lenders. A prepayment premium of 1.00% of the principal amount of the First Lien Term Facility is required if any prepayment is associated with a Repricing Transaction (as defined in the Credit Agreement) that occurs within the first six months following April 7, 2021.

Representations, warranties and covenants

The Credit Agreement contains customary representations and warranties and certain covenants that limit (subject to certain exceptions) the ability of the Company and its subsidiaries to, among other things, (i) incur or guarantee additional indebtedness, (ii) incur or suffer to exist liens, (iii) make expendituresinvestments, (iv) consolidate, merge or transfer all or substantially all of their assets, (v) sell assets, (vi) pay dividends or other distributions on, redeem or repurchase capital stock, (vii) enter into transactions with affiliates, (viii) amend, modify, prepay or redeem certain indebtedness, (ix) enter into certain restrictive agreements, (x) engage in a new line of business, and (xi) enter into sale leaseback transactions.

In addition, the Credit Agreement contains a financial maintenance covenant that, as of the last day of any fiscal quarter ending on and after the Effective Time, require the ratio of the amount of the Company and its subsidiaries’ consolidated total net indebtedness to comply withconsolidated EBITDA (as each such provisions. Failureterm is defined in the Credit Agreement) to comply with environmental laws, regulationsbe less than specified maximum ratio levels, consisting of (i) 6.75:1.00 as of any date of determination prior to June 30, 2022, (ii) 5.75:1.00 as of any date of determination on June 30, 2022 and permits, or changes inthereafter but prior to June 30, 2023, (iii) 4.75:1.00 as of any date of determination on June 30, 2023 and thereafter but prior to June 30, 2024 and (iv) 3.50:1.00 as of any date of determination on June 30, 2024 and thereafter. Under the terms of the Credit Agreement, this financial maintenance covenant will only be tested if any extensions of credit (other than letters of credit) are outstanding under the Credit Facilities at the end of any such laws,fiscal quarter.

Events of default

The Credit Agreement also contains customary events of default. If such an event of default occurs, the lenders would be entitled to take various actions, including the impositionacceleration of more stringent standards for dischargesamounts due under the Credit Agreement and all actions permitted to be taken by a secured creditor.

Credit ratings

In March 2021, following our announcement of entry into the environment,Merger Agreement and its anticipated impact on our financial leverage, Moody’s Investor Service placed our credit ratings on review for downgrade and S&P Global Ratings placed our credit ratings on CreditWatch negative. Such agencies could resulttake additional negative actions with respect to our credit ratings in substantial operating costs and capital expenditures in order to maintain compliance and could also include fines and civil and criminal sanctions, third party claims for property damage or personal injury, clean-up costs or temporary or permanent discontinuance of operations. Certain of our facilities have been in operation for many years and, over time, we and other predecessor operators of such facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Environmental liabilities could exist, including clean-up obligations at these or other locations where materials from our operations were disposed of, which could result in substantial future expenditures that cannot be currently quantified and which could reduce our profits.

11
the future.

USE OF PROCEEDSSyndication
We expect to receive net proceeds of approximately $43.3 million from

In connection with this offering, ($50.2 million ifJPMorgan Chase, as administrative agent under the underwriters exercise their over-allotment in full), after deducting underwriting discounts, commissions and our estimated offering expenses, based on an assumed public offering price of $9.29 per share (the last reported sale price on June 10, 2002).

First Lien Term Facility, intends to syndicate such facility to third-party investors. See “Summary—Recent developments” for additional information.

We intend to use the net proceeds from this offering (including the net proceeds from the underwriters’ option to purchase additional shares of common stock, if exercised by the underwriters) to repay in part outstanding borrowings under the First Lien Term Facility. See “Use of proceeds” for additional information.

Unaudited pro forma condensed combined financial information

On April 7, 2021, pursuant to the terms set forth in the previously announced Merger Agreement, the Company completed its acquisition of Dorner. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the condensed combined statements of operations for the nine months ended December 31, 2020 and for the twelve months ended March 31, 2020, illustrate the effects of the Acquisition (the “Transaction” or the “Transaction Accounting Adjustments”), as well as contemporaneous financing activities, including this offering and the use of proceeds therefrom, and certain other related adjustments described below (the “Other Transaction Accounting Adjustments” and, together with the Transaction, the “Transactions”).

The Other Transaction Accounting Adjustments include but are not limited to the Company’s borrowing of $650.0 million under the First Lien Term Facility (which, for purposes of this section entitled “Unaudited pro forma condensed combined financial information” only, we define as the “New Term Loan”) to fund the Acquisition, the replacement of the Company’s prior revolving credit facility with an aggregate principal amount of $100.0 million (which, for purposes of this section entitled “Unaudited pro forma condensed combined financial information” only, we define as the “Existing Revolver”) with a new revolving credit facility with an aggregate principal amount of $100.0 million (which, for purposes of this section entitled “Unaudited pro forma condensed combined financial information” only, we define as the “New Revolver”), and the repayment of the remaining outstanding balance of the Company’s existing term loan (which, for purposes of this section entitled “Unaudited pro forma condensed combined financial information” only, we define as the “Existing Term Loan”). In addition, the Company plans to raise $150 million through the issuance of shares of the Company’s common stock, par value $0.01 per share (the offering of the Company’s common stock hereby, for purposes of this section entitled “Unaudited pro forma condensed combined financial information” only, we define as the “Equity Issuance”), with the proceeds of such Equity Issuance expected to be used to repay a portion of the borrowings outstanding under our existing bank credit agreement. AtFirst Lien Term Facility. The completion of the Equity Issuance is subject to market and other conditions, and there can be no assurance as to whether or when the Equity Issuance may be completed, or as to the actual size or terms of the Equity Issuance. For more information about the Equity Issuance, refer to Note 6(e) hereof.

The Company’s fiscal year ends on March 31st, while Dorner’s fiscal year ends on September 30th. As the Company’s fiscal year end differs by more than one quarter from Dorner’s fiscal year end, the unaudited pro forma condensed combined statement of operations presented herein have been presented using the different fiscal periods as discussed below. The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2002, we2020 presented herein reflects a combination of the Company’s results of operations for its fiscal year ended March 31, 2020 and Dorner’s results of operations from April 1, 2019 through March 31, 2020, which were calculated using its fiscal year ended September 30, 2019, less the six months ended March 31, 2019, plus the six months ended March 31, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2020 presented herein reflects a combination of the Company’s results of operations for the nine months ended December 31, 2020 and Dorner’s results of operations from April 1, 2020 through December 31, 2020, calculated using its fiscal year ended September 30, 2020, less the six months ended March 31, 2020, plus the three months ended December 31, 2020. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 presented herein reflects a combination of the Company’s financial position as of December 31, 2020 and Dorner’s financial position as of December 31, 2020.

The unaudited pro forma condensed combined balance sheet data as of December 31, 2020 gives effect to the Transactions as if they occurred on December 31, 2020. The unaudited pro forma condensed consolidated statements of operations data for the nine months ended December 31, 2020 and for the twelve months ended March 31, 2020, have been prepared as if the Transactions had approximately $145.8occurred on April 1, 2019.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes, the Company’s audited annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on May 27, 2020, and the Company’s unaudited quarterly consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, filed with the SEC on January 28, 2021, each of which is incorporated by reference into this prospectus.

The adjustments to the unaudited pro forma condensed combined financial information described herein are based on available information and assumptions management believes are reasonable. These adjustments are estimates, subject to risks and uncertainties that could cause the unaudited pro forma condensed combined financial statements to differ materially from actual results.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Acquisition, nor the costs that may be incurred to achieve such benefits.

As such, the unaudited pro forma condensed combined financial information is shown purely for illustrative purposes and is not indicative of the combined financial position or results of operations that would have been realized had the Transactions occurred as of the dates indicated above. The unaudited pro forma condensed combined financial information should not be considered representative of future financial conditions or results of operations.

Unaudited pro forma condensed combined balance sheet as of December 31, 2020

(in thousands)

       
  Historical                
   CMCO  Dorner
(as adjusted)
Note 2		  Transaction
accounting
adjustments		  Reference  

Other

transaction
accounting

adjustments

  Reference  Pro forma
combined		 

ASSETS:

       

Current assets:

       

Cash and cash equivalents

 $187,626  $11,682  $(497,085)   5(a)  $366,629   6(a)  $68,852 

Trade accounts receivables, less allowance for doubtful accounts

  94,177   13,336   (179)   5(b)   —    107,334 

Inventories

  113,446   11,149   2,558   5(c)   —    127,153 

Prepaid expenses and other

  18,850   1,819   —    —    20,669 
 

 

 

 

Total current assets

  414,099   37,986   (494,706)    366,629    324,008 

Property, plant, and equipment, net

  72,304   18,436   10,258   5(d)   —    100,998 

Goodwill

  338,995   87,836   213,919   5(e)   —    640,750 

Other intangibles, net

  221,741   120,041   72,959   5(f)   —    414,741 

Marketable securities

  7,925   —   —    —    7,925 

Deferred taxes on income

  27,777   —   (27,080)   5(m)   —    697 

Other assets

  64,545   373   514   5(g)   2,188   6(b)   67,620 
 

 

 

 

Total assets

 $1,147,386  $264,672  $(224,136)   $368,817   $1,556,739 
 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

       

Current liabilities:

       

Trade accounts payable

 $49,576  $5,451  $—   $—   $55,027 

Accrued liabilities

  90,086   9,618   434   5(h)   —    100,138 

Current portion of long-term debt

  4,450   902   (902)   5(i)   (4,450)   6(c)   — 

Current portion financing lease liability

  —   450   (75)   5(j)     375 
 

 

 

 

Total current liabilities

  144,112   16,421   (543)    (4,450)    155,540 

Term loan and revolving credit facility

  245,092   60,965   (60,965)   5(k)   244,913   6(d)   490,005 

Financing lease liability

  —   12,118   2,891   5(l)     15,009 

Other non-current liabilities

  260,858   28,324   (7,862)   5(m)   —    281,320 
 

 

 

 

Total liabilities

  650,062   117,828   (66,479)    240,463    941,874 

Shareholders’ equity:

       

Voting common stock

  240   —   —    33   6(e)   273 

Additional paid-in capital

  293,869   141,748   (141,748)   5(n)   143,967   6(e)   437,836 

Retained earnings

  287,095   5,127   (15,940)   5(n)   (15,646)   6(e)   260,636 

Accumulated other comprehensive loss

  (83,880)   (31)   31   5(n)   —    (83,880) 
 

 

 

 

Total shareholders’ equity

  497,324   146,844   (157,657)    128,354    614,865 
 

 

 

 

Total liabilities and shareholders’ equity

 $1,147,386  $264,672  $(224,136)   $368,817   $1,556,739 

 

 

Unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2020

(dollars and shares in thousands, except per share amounts)

       
  Historical                
   CMCO  Dorner
(as adjusted)
Note 2		  Transaction
accounting
adjustments		  Reference  

Other
transaction

accounting
adjustments

  Reference  Pro forma
combined		 

Net sales

 $809,162  $82,094  $—   $—   $891,256 

Cost of products sold

  525,976   43,289   3,742   5(o)   —    573,007 
 

 

 

 

Gross Profit

  283,186   38,805   (3,742)    —    318,249 

Selling

  91,054   14,738   —    —    105,792 

General and administrative

  77,880   11,879   19,716   5(p)   1,675   6(f)   111,150 

Research and development expenses

  11,310   1,536   —    —    12,846 

Net loss on sales of businesses, including impairment

  176   —��  —    —    176 

Amortization of intangibles

  12,942   8,033   4,598   5(q)   —    25,573 
 

 

 

 

Income (loss) from operations

  89,824   2,619   (28,056)    (1,675)    62,712 

Interest and debt expense

  14,234   6,675   —    (1,155)   6(g)   19,754 

Cost of debt refinancing

  —   —   —    14,645   6(h)   14,645 

Investment (income) loss, net

  (891)   —   —    —    (891) 

Foreign currency exchange loss (gain), net

  (1,514)   (38)   —    —    (1,552) 

Other (income) expense, net

  839   (88)   —    —    751 
 

 

 

 

Income from continuing operations before income tax expense (benefit)

  77,156   (3,930)   (28,056)    (15,165)    30,005 

Income tax expense

  17,484   (379)   (7,080)   5(r)   (3,791)   6(i)   6,234 
 

 

 

 

Net income (loss)

 $59,672  $(3,551)  $(20,976)   $(11,374)   $23,771 
 

 

 

 

Weighted average basic shares outstanding

  23,619    —    3,301   6(j)   26,920 

Weighted average diluted shares outstanding

  23,855    —    3,308   6(j)   27,163 
 

 

 

       

 

 

 

Basic income per share

 $2.53       $0.88 
 

 

 

       

 

 

 

Diluted income per share

 $2.50       $0.88 

 

 

Unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2020

(dollars and shares in thousands, except per share amounts)

       
  Historical                
   

CMCO

  Dorner
(as adjusted)
Note 2		  Transaction
accounting
adjustments		  Reference  

Other
transaction

accounting
adjustments

  Reference  Pro forma
combined		 

Net sales

 $463,407  $78,091  $—   $—   $541,498 

Cost of products sold

  307,270   38,371   471   5(o)   —    346,112 
 

 

 

 

Gross Profit

  156,137   39,720   (471)    —    195,386 

Selling

  56,087   12,728   —    —    68,815 

General and administrative

  53,842   8,708   —    506   6(f)   63,056 

Research and development expenses

  8,703   923   —    —    9,626 

Net loss on sales of businesses, including impairment

  —   —   —    —    — 

Amortization of intangibles

  9,449   6,025   3,448   5(q)   —    18,922 
 

 

 

 

Income (loss) from operations

  28,056   11,336   (3,919)    (506)    34,967 

Interest and debt expense

  9,192   4,387   —    1,236   6(g)   14,815 

Cost of debt refinancing

  —   —   —    —    — 

Investment (income) loss, net

  (1,429)   —   —    —    (1,429) 

Foreign currency exchange loss (gain), net

  1,083   425   —    —    1,508 

Other (income) expense, net

  20,081   (51)   —    —    20,030 
 

 

 

 

Income from continuing operations before income tax expense (benefit)

  (871)   6,575   (3,919)    (1,742)    43 

Income tax expense

  (392)   1,358   (1,002)   5(s)   (436)   6(i)   (472) 
 

 

 

 

Net income (loss)

 $(479)  $5,217  $(2,917)   $(1,306)   $515 
 

 

 

 

Weighted average basic shares outstanding

  23,871    —    3,301   6(j)   27,172 

Weighted average diluted shares outstanding

  23,871    —    3,319   6(j)   27,190 
 

 

 

       

 

 

 

Basic income per share

 $(0.02)       $0.02 
 

 

 

       

 

 

 

Diluted income per share

 $(0.02)       $0.02 

 

 

Notes to the unaudited pro forma condensed combined financial information

Note 1—Basis of Presentation

The historical financial information has been adjusted to give pro forma effect to the Acquisition, as well as the related debt issuances by the Company, which were used to fund the Acquisition and repay previously existing debt of both the Company and Dorner, and the expected Equity Issuance by the Company, the proceeds of which are expected to be used to repay a portion of the New Term Loan. The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures about Acquired and Disposed Businesses, as adopted by the SEC on May 20, 2020 (“Article 11”).

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The purchase price for the Acquisition will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, and any excess value of the consideration transferred over the net assets will be recognized as goodwill. The Company has made a preliminary allocation of the purchase price for the Acquisition to the assets acquired and liabilities assumed as of the acquisition date based on the Company’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed using information currently available. Differences between these preliminary estimates and the final acquisition accounting could occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Company’s future results of operations and financial position.

Note 2—Presentation of Dorner—reclassification adjustments

Historical Dorner financial information included within the unaudited pro forma condensed combined financial information has been reclassified to conform the presentation to that of the Company as indicated in the table below:

Balance sheet as of December 31, 2020

   
Presentation in Dorner’s financial statements  Presentation in pro forma condensed combined
financial information		  Amount
(in thousands)		 

Accounts receivable, less allowance for doubtful accounts

  

 

Trade accounts receivable, less allowance for
doubtful accounts

  $13,336 

Prepaid and other

  Prepaid Expenses and Other   1,819 

Building

  Property, plant, and equipment, net   14,294 

Machinery and equipment

  Property, plant, and equipment, net   7,186 

Office equipment, including IT software

  Property, plant, and equipment, net   4,671 

Leasehold improvements

  Property, plant, and equipment, net   1,376 

Transportation equipment

  Property, plant, and equipment, net   176 

Less—accumulated depreciation and amortization

  Property, plant, and equipment, net   (9,990) 

Land

  Property, plant, and equipment, net   300 

Construction in progress

  Property, plant, and equipment, net   423 

Other intangible assets, net

  Other intangibles, net   120,041 

Deposits

  Other assets   373 

Current portion of capital lease obligation

  Current portion financing lease liability   450 

Line of credit

  Current portion of long-term debt   902 

Accounts payable

  Trade accounts payable   5,451 

Customer deposits

  Accrued liabilities   3,079 

Accrued compensation and benefits

  Accrued liabilities   3,231 

Other accrued liabilities

  Accrued liabilities   3,308 

Deferred tax liabilities, net

  Other non-current liabilities   28,324 

Term loan, less current portion, net of deferred financing costs

  Term loan and revolving credit facility   60,965 

Capital lease obligation, less current portion

  Financing lease liability   12,118 

Retained earnings

  Retained earnings   5,127 

Additional paid-in capital

  Additional paid-in-capital   141,748 

Accumulated other comprehensive loss

  Accumulated other comprehensive loss   (31) 

 

 

Statement of operations for the twelve months ended March 31, 2020

   
Presentation in Dorner’s financial statements  Presentation in pro forma condensed combined
financial information		  Amount
(in thousands)		 

Net sales

  Net sales  $82,094 

Cost of sales

  

Cost of products sold

   43,289 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  General and administrative   11,597 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  Research and development expenses   1,536 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  Selling   14,738 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  Amortization of intangibles   8,033 

Interest expense, net

  Interest and debt expense   6,675 

Acquisition Costs

  General and administrative   282 

Other expense, net

  Other (income) expense, net   (88) 

Other expense, net

  Foreign currency exchange loss (gain), net   (38) 

Current

  Income tax expense   (112) 

Deferred

  Income tax expense   (267) 

 

 

Statement of operations for the nine months ended December 31, 2020

   
Presentation in Dorner’s financial statements  Presentation in pro forma condensed combined
financial information		  Amount
(in thousands)		 

Net sales

  Net sales  $78,091 

Cost of sales

  Cost of products sold   38,371 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  General and administrative   8,708 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  Research and development expenses   923 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  Selling   12,728 

Selling and marketing, engineering and administrative expenses, including amortization of intangibles

  Amortization of intangibles   6,025 

Interest expense, net

  Interest and debt expense   4,387 

Other expense, net

  Other (income) expense, net   (51) 

Other expense, net

  Foreign currency exchange loss (gain), net   425 

Current

  Income tax expense   3,057 

Deferred

  Income tax expense   (1,699) 

 

 

Note 3—Conforming accounting policies

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in CMCO’s consolidated financial statements. Based on the procedures performed to date, the accounting policies of Dorner are similar in all material respects to CMCO’s accounting policies, with the exception of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“Topic 842”) and ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), which Dorner had not yet been required to adopt as a private company, as well as accounting for reserves on accounts receivable and warranties, accounting for slow-moving inventory, and accounting for inventory capitalization. The impacts have been described in Note 5 to the unaudited pro forma condensed combined financial information. There were no material differences to historical Dorner revenue recognition upon adoption of Topic 606.

CMCO is not aware of any other material differences between the accounting policies of the two companies that would continue to exist subsequent to the application of acquisition accounting. Following the consummation of the Acquisition, CMCO has begun to conduct, but has not yet completed, a more detailed review of Dorner’s accounting policies in an effort to determine if differences in accounting policies require further reclassification of Dorner’s results of operations or reclassification of assets or liabilities to conform to CMCO’s accounting policies and classifications. As a result, CMCO may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

Note 4—Estimated purchase consideration and preliminary purchase price allocation

The estimated consideration transferred in the Acquisition is $486 million outstanding under ourof cash, which includes the extinguishment of existing bankDorner debt of $61.8 million and the payment of $8.9 million of Dorner transaction expenses at transaction close.

The table below represents an estimated preliminary purchase price allocation based on estimates, assumptions, valuations, and other analyses based on Dorner’s balance sheet as of December 31, 2020. The total preliminary estimated purchase consideration is allocated to the tangible and intangible assets and liabilities of Dorner based on their estimated fair values as if the Acquisition had occurred on December 31, 2020, which is the assumed Acquisition date for purposes of the unaudited pro forma condensed combined balance sheet. Other than the items specifically noted below, Dorner’s assets and liabilities are presented at their respective carrying amounts (as adjusted for accounting policy alignment) and should be treated as preliminary values. Based on the information available as of the time of the preparation of this unaudited pro forma condensed combined financial information, CMCO believes that these carrying values approximate fair values. CMCO has not completed the final allocation of the purchase price for the Acquisition to Dorner’s assets and liabilities; such final allocation will be completed within one year. Therefore, the acquired assets and liabilities are reflected at their preliminarily estimated fair values with the excess consideration recorded as goodwill. The final valuation could result in a material difference from the amounts shown.

The following table summarizes the preliminary purchase price as if the Acquisition occurred on December 31, 2020

  
(dollars in thousands)  Amounts 

Total Consideration Paid

  $486,272 

Book value of net assets acquired at December 31, 2020

   208,711 

Adjusted for:

  

Accounting policy alignment(1)

   2,980 

Elimination of existing goodwill & intangible assets

   (207,877) 
  

 

 

 

Adjusted book value of net assets acquired

   3,814 

Adjustments to:

  

Inventories

   3,231 

Property, plant and equipment, net

   3,649 

Other intangibles, net

   193,000 

Goodwill

   301,667 

Other non-current liabilities

   (19,089) 
  

 

 

 

Reconciliation to consideration transferred

  $486,272 

 

 

(1)Accounting policy alignment includes impact of adopting Topic 842, as well as accounting for reserves on accounts receivable and warranties, accounting for slow-moving inventory, and accounting for inventory capitalization. Refer to Note 5 for further disclosure.

Note 5—Transaction accounting adjustments

Pro Forma Transaction Accounting Adjustments to the unaudited pro forma condensed combined balance sheet

5(a)—Reflects adjustments to cash and cash equivalents to record the acquisition of Dorner and the payment of transaction costs in connection with the Acquisition.

  
(dollars in thousands)     

Acquisition of Dorner

  $(486,272) 

CMCO transaction costs

   (10,813) 
  

 

 

 

Net Cash outflow

  $(497,085) 

 

 

5(b)—Trade accounts receivables, less allowance for doubtful accounts was reduced by $0.18 million in order to align Dorner’s historical accounting policy with that of CMCO.

5(c)—Reflects the adjustments to inventories to record the accounting policy alignments for slow-moving inventory and inventory capitalization. Also reflects the step-up of acquired Dorner inventory (as adjusted for the accounting policy changes) to fair value.

  
(dollars in thousands)     

Adjustment to reflect accounting policy alignment of Inventory Reserves

  $(625) 

Adjustment to reflect accounting policy alignment of Inventory Capitalization

   69 

Fair value step-up of acquired inventory

   3,114 
  

 

 

 

Pro forma adjustment to Inventories

  $2,558 

 

 

5(d)—Reflects the adjustments to property, plant, and equipment, net to record the acquisition of finance leases and the fair value step-up of acquired Dorner fixed assets.

  
(dollars in thousands)     

Adjustment to reflect acquisition of finance leases

  $6,609 

Fair value step-up of acquired property, plant, and equipment, net

   3,649 
  

 

 

 

Pro forma adjustment to Property, Plant, and Equipment, net

  $10,258 

 

 

The following table displays the expected useful lives of material property, plant, and equipment acquired.

Estimated

useful life

(years)

Building

20

Leasehold Improvements

12

Machinery & Equipment

5

Tooling

3

Furniture, Fixtures, and Equipment

4

Computer & Networking

3

Computer Software

3

Transportation Equipment

5

5(e)—Reflects adjustments to remove Dorner’s historical goodwill, and record estimated goodwill resulting from the Acquisition.

  
(dollars in thousands)     

Goodwill resulting from the Acquisition

  $301,755 

Dorner’s historical goodwill

   (87,836) 
  

 

 

 

Pro forma adjustment to Goodwill

  $213,919 

 

 

5(f)—Reflects adjustments to record the preliminary estimated fair value of the identifiable intangible assets acquired, net of historical book value of Dorner’s intangibles prior to the Acquisition.

   
(dollars in thousands)  Amount  

Estimated

useful life

(in years)

 

Elimination of Dorner’s historical intangibles

  $(120,041)  

Fair value of acquired customer relationships

   140,000   16 

Fair value of acquired technology portfolio

   45,000   14 

Fair value of acquired trade name portfolio

   8,000   12 
  

 

 

  

Pro forma adjustment to Other intangibles, net

  $72,959  

 

 

5(g)—Other assets increased by $0.51 million to record Dorner’s right of use assets for operating leases upon adoption of Topic 842.

5(h)—Reflects adjustments to Accrued liabilities to record the acquisition of Dorner’s operating leases and the alignment of Dorner’s historical accounting policy for accounting for warranty reserves with that of CMCO.

  
(dollars in thousands)     

Adjustment to reflect acquisition of operating leases

  $356 

Adjustment to reflect accounting policy alignment of Warranty Reserves

   78 
  

 

 

 

Pro forma adjustment to Accrued liabilities

  $434 

 

 

5(i)—Current portion of long-term debt decreased by $0.9 million to record the extinguishment of Dorner’s historical current portion of debt.

5(j)—Current portion financing lease liability decreased by $0.075 million from the acquisition of finance leases.

5(k)—Term loan and revolving credit agreement, bearing interest atfacility decreased by $61 million as a result of CMCO’s extinguishment of Dorner’s existing debt on the Acquisition close date.

5(l)—Financing lease liability increased by $2.9 million from the acquisition of acquired finance leases.

5(m)—Reflects adjustmentsto record the effect of Dorner’s adoption of Topic 842, the recognition of deferred tax liabilities in connection of the Acquisition, jurisdictional netting of deferred tax assets with deferred tax liabilities, and the write-off of deferred taxes associated with Dorner’s historical goodwill.

  
(dollars in thousands)     

Adjustment to reflect acquisition of operating leases

  $158 

Adjustment to reflect increase in deferred tax liabilities from the Acquisition

   20,231 

Adjustment to reclassify for jurisdictional netting of deferred taxes

   (27,080) 

Adjustment to write-off deferred tax liabilities related to Dorner’s historical goodwill

   (1,171) 
  

 

 

 

Pro forma adjustment to Other non-current liabilities

  $(7,862) 

 

 

5(n)—The following table presents the pro forma adjustments to shareholders’ equity:

   
(dollars in thousands)         

Elimination of Dorner’s Additional paid-in-capital

    (141,748) 

Elimination of Dorner Accumulated other comprehensive income

    31 

Elimination of Dorner’s Retained Earnings

   (5,127)  

CMCO transaction costs

   (10,813)  
  

 

 

  

Pro forma adjustment to Retained earnings

    (15,940) 
   

 

 

 

Pro forma adjustment to Shareholders’ Equity

   $(157,657) 

 

 

Pro Forma Transaction Adjustments to the unaudited pro forma condensed combined statements of operations

5(o)—The following table presents the pro forma adjustments to cost of products sold:

   
   Twelve months
ended		   Nine months
ended		 
(dollars in thousands)  March 31, 2020   December 31, 2020 

Fair value step-up of acquired inventory

  $3,114   $— 

Incremental depreciation on acquired property, plant, and equipment, net

   628    471 
  

 

 

 

Pro forma adjustment to Cost of products sold

  $3,742   $471 

 

 

5(p)—The following table presents the pro forma adjustments to general and administrative expenses:

  
   Twelve months
ended		 
(dollars in thousands)  March 31, 2020 

CMCO transaction costs

  $10,813 

Dorner transaction costs

   8,903 
  

 

 

 

Pro forma adjustment to General and administrative

  $19,716 

 

 

5(q)—The following table presents the pro forma adjustments to amortization of intangibles:

   
   Twelve months
ended		  Nine months
ended		 
(dollars in thousands)  March 31, 2020  December 31, 2020 

Pro forma amortization expense on acquired customer relationships

  $8,750  $6,563 

Pro forma amortization expense on acquired technology portfolio

   3,214   2,411 

Pro forma amortization expense on acquired trade name portfolio

   667   500 

Historical amortization of intangibles

   (8,033)   (6,025) 
  

 

 

 

Pro forma adjustment to Amortization of intangibles

  $4,598  $3,448 

 

 

5(r)—Reflects the income tax effect of the Transaction Accounting Adjustments calculated using a weighted average statutory rate of (25%).

Note 6—Other transaction accounting adjustments

Pro Forma Other Transaction Accounting Adjustments to the unaudited pro forma condensed combined balance sheet

6(a)—The following table presents the pro forma Other Transaction Accounting Adjustments related to cash, which include (1) $650 million of cash received from the New Term Loan, $5 million of final original issuance discount, and $150 million received from the Equity Issuance, (2) the repayment of the Existing Term Loan, (3) repayment of a portion of the New Term Loan, (4) the payment of issuance costs related to the New Term Loan and the New Revolver, (5) the payment of transaction bonuses, and (6) payment of the Equity Issuance costs.

  
(dollars in thousands)     

Sources:

  

Cash received from New Term Loan

  $650,000 

Final original issuance discount

   (5,000) 

Cash received from Equity Issuance

   150,000 
  

 

 

 

Total Sources

   795,000 

Uses:

  

Repayment of Existing Term Loan

   (256,013) 

Cash to repay a portion of New Term Loan

   (150,000) 

Cash to pay New Term Loan issuance costs

   (12,308) 

Cash to pay New Revolver issuance costs

   (3,050) 

Payment of transaction bonuses

   (1,000) 

Cash to pay Equity Issuance costs

   (6,000) 
  

 

 

 

Total Uses

   (428,371) 
  

 

 

 

Net Cash Inflow

  $366,629 

 

 

6(b)—The following table reflects the change in Other assets as a result of incremental deferred financing fees for the New Revolver and the write-off of fees related to the Existing Revolver.

  
(dollars in thousands)     

Deferred financing fees—New Revolver

  $3,050 

Write-Off financing fees—Existing Revolver

   (862) 
  

 

 

 

Pro forma adjustment to Other Assets

  $2,188 

 

 

6(c)—Reflects the payoff of the $4.5 million current portion of the Existing Term Loan.

6(d)—Reflects adjustments to fund the Acquisition and repay the Existing Term Loan. The interest rate on the New Term Loan is determined by the Eurodollar rate plus an applicable margin. The change in the Company’s borrowings are as follows:

   
(dollars in thousands)         

Issuance of New Term Loan

  $650,000  

Final original issuance discount

   (5,000)  

Less New Term Loan issuance costs not written off

   (4,995)  
  

 

 

  

Issuance of New Term Loan, net

    640,005 

Repayment of Existing Term Loan (net of issuance costs)

    (245,092) 

Partial repayment of New Term Loan

    (150,000) 
   

 

 

 

Pro forma adjustment to Term loan and revolving facility

   $244,913 

 

 

6(e)—The following table presents the pro forma adjustments to shareholders’ equity, which include (1) the expected Equity Issuance of 3,301,147 shares of the Company’s common stock, with an assumed share price of $45.44, net of $6 million of issuance costs, (2) payment of employee bonuses in connection with the Transaction, and (3) the write-off of deferred financing costs associated with the repayment of the Existing Term Loan, Existing Revolver, and the partial repayment of the New Term Loan.

   
(dollars in thousands)         

Adjustment to Voting Common Stock

   $33 

Common stock issuance—APIC

   149,967  

Fees related to Equity Issuance

   (6,000)  
  

 

 

  

Total adjustment to APIC from Equity Issuance

    143,967 

Deferred financing costs on Existing Term Loan

  $(6,471)  

Deferred financing costs on Existing Revolver

   (862)  

Deferred financing fees on partial repayment of New Term Loan

   (7,313)  

Transaction bonuses

   (1,000)  
  

 

 

  

Total adjustment to Retained Earnings

   $(15,646) 
   

 

 

 

Pro forma adjustment to Shareholders’ equity

   $128,354 

 

 

A sensitivity analysis has been performed on the number of shares of the Company’s common stock expected to be issued in the Equity Issuance. The analysis gives effect to a hypothetical $1.00 change in the share price of the Company’s common stock in the Equity Issuance. A $1.00 change in the share price of the Company’s common stock in the Equity Issuance would cause a corresponding increase or decrease to the number of shares issued of approximately 0.07 million.

Pro Forma Other Transaction Adjustments to the unaudited pro forma condensed combined statements of operations

6(f)—Reflects the issuance of restricted stock units to key Dorner employees and payment of employee transaction bonuses in connection with the Acquisition.

   
   Twelve months
ended		   Nine months
ended		 
(dollars in thousands)  March 31, 2020   December 31, 2020 

Compensation expense from issuance of restricted stock unit awards

  $675   $506 

Transaction bonuses

   1,000   
  

 

 

   

 

 

 

Pro forma adjustment to General and administrative

  $1,675   $506 

 

 

6(g)—Reflects the elimination of the Company’s interest expense and amortization of deferred financing costs related to the repaid Existing Term Loan and records the interest expense and amortization of debt issuance costs on the New Term Loan in connection with the Acquisition. Interest rates are determined based on either a eurocurrency rate or base rate plus an applicable margin. An interest rate of 3.70% was assumed below.

   
   Twelve months
ended		  Nine months
ended		 
(dollars in thousands)  March 31, 2020  December 31, 2020 

Pro forma interest on New Term Loan

  $18,315  $13,736 

Pro forma amortization of New Term Loan and New Revolver financing costs

   1,438   1,079 
  

 

 

 

Pro forma interest and debt expense

   19,753   14,815 

Historical CMCO interest and debt expense

  $(14,234)  $(9,192) 

Historical Dorner interest and debt expense

   (6,675)   (4,387) 
  

 

 

 

Historical interest and debt expense

   (20,909)   (13,579) 
  

 

 

 

Pro forma adjustment to interest and debt expense

  $(1,155)  $1,236 

 

 

A sensitivity analysis has been performed on interest expense to assess the effect a hypothetical 0.125% change in the interest rate related to the New Term Loan, which reflects a gross issuance of $650 million, debt issuance costs of $4.9 million, $5 million of final original issuance discount, repayment of the Existing Term Loan of $256 million, as well as immediate repayment of $150 million on the New Term Loan. A 0.125% change in interest rates would cause a corresponding increase or decrease to interest expense of approximately 5.5%, all of which matures on$0.62 million for the twelve months ended March 31, 2003. See “Management’s Discussion2020 and Analysis$0.47 million for the nine months ended December 31, 2020.

6(h)—Reflects a loss from the extinguishment of Resultsthe Existing Term Loan and New Term Loan, as well as a write-off of OperationsExisting Revolver deferred financing fees.

  
   Twelve months
ended		 
(dollars in thousands)  March 31, 2020 

Write-Off financing fees—Existing Term Loan

  $6,471 

Write-Off financing fees—Existing Revolver

   862 

Write-Off financing fees—repay portion of New Term Loan

   7,313 
  

 

 

 

Pro forma adjustment to Cost of debt refinancing

  $14,645 

 

 

6(i)—Reflects the income tax effect of the Other Transaction Adjustments calculated using a weighted average statutory rate of (25%).

6(j)—Reflects the 3,301,147 shares of common stock of the Company expected to be issued in connection with the Equity Issuance and Financial Condition – Liquiditythe vesting of the restricted stock units treated as post-Acquisition compensation expense.

   
   Twelve months
ended		   Nine months
ended		 
(dollars in thousands except for earnings per share figure)  March 31, 2020   December 31, 2020 

Pro Forma Net Income

  $23,771   $515 

Pro Forma Basic EPS

    

Historical average basic shares outstanding

   23,619    23,871 

Shares from Equity Issuance

   3,301    3,301 
  

 

 

 

Total average basic shares outstanding

   26,920    27,172 
  

 

 

 

Pro Forma Basic EPS

   0.88    0.02 
  

 

 

 

Pro Forma Diluted EPS

    

Historical average basic shares outstanding

   23,855    23,871 

Shares from Equity Issuance

   3,301    3,301 

Dilutive impact of restricted stock units

   7    18 
  

 

 

 

Total average dilutive shares outstanding

   27,163    27,190 
  

 

 

 

Pro Forma Diluted EPS

  $0.88   $0.02 

 

 

A sensitivity analysis has been performed on EPS to assess the effect a hypothetical $1.00 change in the share price of the Company’s common stock in the Equity Issuance. A $1.00 increase or decrease in the share price of the Company’s common stock in the Equity Issuance would cause an insignificant change to pro forma Basic EPS and Capital Resources.”

Diluted EPS for the twelve months ended March 31, 2020 and for the nine months ended December 31, 2020.

Note 7—Nonrecurring adjustments

The following table reflects the adjustments related to non-recurring items within the pro forma condensed combined financial information. These non-recurring items were assumed to have occurred on April 1, 2019, the beginning of the twelve-month period ended March 31, 2020.

  
Nonrecurring adjustments    
   Twelve months
ended		 
(dollars in thousands)  March 31, 2020 

CMCO Transaction Costs

  $(10,813) 

Dorner Transaction Costs

   (8,903) 

Transaction Bonuses

   (1,000) 

Fair value step-up of acquired inventory

   (3,114) 

Write-Off financing fees—Existing Term Loan

   (6,471) 

Write-Off financing fees—Existing Revolver

   (862) 

Write-Off financing fees—partial repayment of New Term Loan

   (7,313) 
  

 

 

 

Total Non-Recurring Adjustments

   (38,475) 

Income tax expense / (benefit)—assumed 25% statutory tax rate

   (9,655) 
  

 

 

 

Total Non-Recurring Adjustments, net of tax effects

  $(28,820) 

 

 

Use of proceeds

We will not receive anyexpect the net proceeds from the sale of common stock in this offering to be approximately $             (or approximately $             if the underwriters exercise their option to purchase additional shares of our common stock in full) after deducting estimated underwriting discounts and commissions but not estimated offering expenses payable by us. We intend to use the selling shareholder.

12
net proceeds from this offering (including the net proceeds if the underwriters exercise their option to purchase additional shares of common stock) to repay in part outstanding borrowings under the First Lien Term Facility.

On April 7, 2021, in connection with the completion of the Acquisition, the Company and certain of the Company’s subsidiaries entered into the Credit Agreement, which provides for (i) the Revolving Credit Facility in an aggregate principal amount of $100.0 million and (ii) the First Lien Term Facility in an aggregate principal amount of $650.0 million. The Company used borrowings under the First Lien Term Facility to, among other things, finance the purchase price for the Acquisition, pay related fees, expenses and transaction costs, and repay the Company’s outstanding borrowings under its former term loan and revolving credit facilities. See “The acquisition and related financing” for additional information.

As of April 7, 2021, our outstanding borrowings under our First Lien Term Facility bore interest at a rate of 5.00% per annum. Our First Lien Term Facility is scheduled to mature on April 7, 2028.

Certain of the underwriters and/or certain of their affiliates are lenders, and/or are acting as agents or arrangers, under the Credit Facilities, which will be partially repaid in connection with this offering, and as a result, they will receive a portion of the proceeds from this offering. See “Underwriting (conflicts of interest).”

CAPITALIZATIONCapitalization

The followingbelow table sets forth our consolidated cash and cash equivalents and capitalization as of MarchDecember 31, 2002 2020:

on an actual basis; and

on a pro forma basis and as adjusted to give effect to this offering and the application of the net proceeds received by us to repay indebtedness under our existing bank credit agreement. See “Use of Proceeds.” Transactions.

You should read this table togetherin conjunction with “Use of proceeds,” “Unaudited pro forma condensed combined financial information” and Part II—Item 7, “Management’s Discussiondiscussion and Analysisanalysis of Resultsresults of Operationsoperations and Financial Condition”financial condition” and ourthe consolidated financial statements and therelated notes thereto included elsewhere in our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, which are incorporated by reference into this prospectus.

   
As of March 31, 2002
   
Actual
   
As Adjusted
   
(Dollars in thousands)
Debt:         
Senior bank debt  $145,800     
8½% Senior Subordinated Notes due 2008   199,681     
Other   2,372     
   
    
Total debt  $347,853     
Shareholders’ equity:         
Common stock, $.01 par value, 50,000,000 shares authorized,14,895,172 shares issued and outstanding (19,895,172 shares issued and outstanding, as adjusted) (1)   149     
Additional paid-in capital   104,920     
Retained earnings.   (12,536)    
Accumulated comprehensive loss   (13,994)    
ESOP debt guarantee   (6,514)    
Unearned restricted stock   (414)    
   
    
Total shareholders’ equity   71,611     
   
  
Total capitalization  $419,464   $ 
   
  

  
   As of December 31, 2020 
          Actual      Pro forma 
    

(in thousands)

(unaudited)

 

Cash and cash equivalents(1)

  $187,626  $  
  

 

 

 

Long-term debt (including current portion)

   

Former term loan and revolving credit facility

   256,013  

Revolving Credit Facility(2)

   —  

First Lien Term Facility(2)

   —  

Capital lease obligations

   —  
  

 

 

 

Total long-term debt (including current portion)

  $256,013  $                     
  

 

 

 

Shareholders’ equity

   

Voting common stock, $0.01 par value per share, 50,000,000 shares authorized; 23,970,387 shares issued and outstanding (actual) and                      shares issued and outstanding (pro forma)

   240  

Additional paid in capital

   293,869  

Retained earnings(1)

   287,095  

Accumulated other comprehensive loss

   (83,880)  
  

 

 

 

Total shareholders’ equity(1)

   497,324  
  

 

 

 

Total capitalization

  $753,337  $  

 

 

(1) Excludes 1,482,500 sharesThe above table does not reflect the cash dividend of common stock reserved for issuance under$0.06 per share that our stock option plans,Board declared on March 22, 2021, which is payable on May 13, 2021 to our shareholders of which 1,406,160 shares were subject to outstanding optionsrecord as of March 31, 2002 at a weighted average exercise pricethe close of $14.34 per share.business on May 3, 2021.

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(2)For additional information on the Credit Facilities, see “The acquisition and related financing.” These amounts exclude financing fees and original issue discount.

PRICE RANGE OF COMMON STOCK AND DIVIDEND HISTORYDividend policy

Our

Shares of our common stock is tradedare listed on the Nasdaq National Market under the symbol “CMCO.” As of May 31, 2002, there were 493 holders of record of our common stock.

We paid quarterly cash dividends on our common stock from 1988 through the second quarter of fiscal 2002. In January 2002, we announced that we were indefinitely suspending the payment of cash dividends on our common stock in order to dedicate our cash resources to the repayment of outstanding indebtedness. We may reconsider or revise this policy from time to time based upon conditions then existing, including, without limitation, our earnings, financial condition, capital requirements or other conditions our Board of Directors may deem relevant.
The following table sets forth, for the fiscal periods indicated, the high and low sale prices per share for our common stock as reported on the Nasdaq National Market and our dividend history.
   
Price Range of
Common Stock
    
Dividend
Per Share
   
High
  
Low
    
Year Ended March 31, 2000
              
First Quarter  $29.00  $18.88    $0.07
Second Quarter   25.25   17.12     0.07
Third Quarter   17.44   9.87     0.07
Fourth Quarter   15.75   10.00     0.07
Year Ended March 31, 2001
              
First Quarter  $15.06  $12.87    $0.07
Second Quarter   15.25   13.55     0.07
Third Quarter   13.94   8.75     0.07
Fourth Quarter   9.67   7.50     0.07
Year Ended March 31, 2002
              
First Quarter  $11.25  $6.96    $0.07
Second Quarter   10.40   9.36     0.07
Third Quarter   10.15   7.45     0.00
Fourth Quarter   12.80   9.31     0.00
Year Ending March 31, 2003
              
First Quarter (through June 10, 2002)  $13.67  $8.67    $0.00
On June 10, 2002,April 19, 2021, the last reported sale price of our common stock on the Nasdaq National Market was $9.29$53.47 per share.

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As of April 15, 2021, there were 23,985,393 shares of our common stock issued and outstanding. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

We expect to continue to pay quarterly cash dividends on shares of our common stock, subject to approval of our Board. On March 22, 2021, our Board approved a quarterly dividend of $0.06 per share of common stock, which is payable on or about May 13, 2021 to shareholders of record at the close of business on May 3, 2021. There can be no assurance that we will continue to pay dividends on shares of our common stock in the future. See “Risk factors—Risks related to ownership of our common stock—We cannot assure you that we will continue to pay dividends on our common stock, and our indebtedness limits our ability to pay dividends on our common stock.”

SELECTED CONSOLIDATED FINANCIAL DATABusiness

The followinginformation below is only a summary and may not contain all the information that is important to you. For more information about our business, please refer to the “Business” and “Management’s discussion and analysis of financial data representcondition and results of operations” sections of our continuing operations and reflect the May 2002 sale of substantially all of the assets of ASI. The consolidated balance sheets as of March 31, 2001 and 2002 and the related statements of operations, cash flows and shareholders’ equityAnnual Report on Form 10-K for the three yearsfiscal year ended March 31, 2002 and notes thereto appear elsewhere in2020, which are incorporated by reference into this prospectus. The selected consolidated financial data presented below should be read in conjunction with, and are qualifiedprospectus in their entirety, by, “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” our consolidated financial statements andas the notes thereto and other financial information included elsewhere in this prospectus.

   
Fiscal Years Ended March 31,
 
   
1998
   
1999
   
2000
   
2001
   
2002
 
   
(Amounts in millions, except per share data)
 
Statement of Operations Data:
                         
Net sales  $561.8   $594.0   $609.2   $586.2   $480.0 
Cost of products sold   401.7    424.5    436.8    426.7    359.6 
   
  
  
  
  
Gross profit   160.2    169.5    172.4    159.5    120.5 
Selling expenses   46.6    47.6    48.7    48.4    43.5 
General and administrative expenses   33.4    36.6    40.5    34.3    28.2 
   
  
  
  
  
Income from operations before restructuring charges and amortization   80.2    85.3    83.2    76.9    48.7 
Restructuring charges   —      —      —      —      9.6 
Amortization of intangibles   10.3    10.6    11.4    11.0    11.0 
   
  
  
  
  
Income from operations   69.9    74.7    71.8    65.9    28.1 
Interest and debt expense   25.1    34.7    33.5    36.3    29.4 
Other (income) and expense, net (1)   (1.9)   (1.5)   (1.3)   (2.2)   2.5 
   
  
  
  
  
Income (loss) before income taxes   46.8    41.6    39.7    31.7    (3.7)
Income tax expense   22.8    18.5    17.6    16.8    2.3 
   
  
  
  
  
Income (loss) from continuing operations (2)  $24.0   $23.1   $22.1   $14.9   $(6.0)
   
  
  
  
  
Diluted earnings (loss) per share from continuing operations  $1.66   $1.61   $1.55   $1.04   $(0.42)
Basic earnings (loss) per share from continuing operations  $1.69   $1.63   $1.56   $1.04   $(0.42)
Weighted average shares outstanding – assuming dilution   14.4    14.3    14.2    14.3    14.4 
Weighted average shares outstanding – basic   14.2    14.1    14.1    14.3    14.4 
Balance Sheet Data (at end of period): (3)
                         
Total assets (4)  $762.7   $741.3   $731.8   $722.4   $524.3 
Total debt   458.6    423.6    413.8    407.0    347.9 
Total shareholders’ equity   170.9    188.7    203.5    207.9    71.6 
Other Financial Data:
                         
EBITDA (5)  $91.9   $97.8   $96.1   $90.7   $62.0 
Cash provided by operating activities   38.4    52.2    44.3    38.3    49.8 
Capital expenditures   11.4    12.8    7.9    10.2    4.8 
Cash dividends per common share   0.28    0.28    0.28    0.28    0.14 
(1)Other (income) and expense, net includes the following unusual items in fiscal 2002: (i) $2.8 for an unrealized, non-cash, mark-to-market loss recognized on certain marketable equity securities held by our captive insurance subsidiary; (ii) $1.5 loss on the January 2002 sale of a small subsidiary; and (iii) $1.9 gain on the sale of assets held for sale.
(2)Income (loss) from continuing operations and earnings per share data are presented prior to an extraordinary charge for early debt extinguishment of $4.5 in fiscal 1998.
(3)See “Capitalization” for the unaudited pro forma balance sheet data assuming consummation of this offering and application of the estimated proceeds to reduce indebtedness occurred on March 31, 2002.
(4)Total assets includes net assets of discontinued operations of $150.3, $149.9, $152.6, $163.5 and $21.5 as of March 31, 1998, 1999, 2000, 2001 and 2002, respectively.
(5)EBITDAsame may be amended, supplemented or superseded.

Columbus McKinnon is defined as the sum of income from continuing operations before income taxes, interest and debt expense, depreciation expense, amortization of intangible assets (including goodwill), non-recurring restructuring charges and certain non-cash charges included in other (income) and expense, net as described in clauses (i) and (ii) of note 1 above. EBITDA is commonly used as an analytical indicator and also serves as a measure of leverage capacity and debt servicing ability. EBITDA should not be considered as a measure of financial performance under accounting principles generally accepted in the United States. The items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. EBITDA as measured in this prospectus is not necessarily comparable with similarly titled measures for other companies.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
This section should be read in conjunction with our consolidated financial statements included elsewhere in this prospectus. Comments on the results of operations and financial condition below refer to our continuing operations, except in the section entitled “Discontinued Operations.”
Overview
We are a leading worldwide designer, manufacturer and marketer of hoists, cranes, chain and component parts serving a wide variety of commercial and industrial end markets. Our products are used tointelligent motion solutions that efficiently and ergonomically move, lift, position orand secure objectsmaterials. Our key products include hoists, crane components, precision conveyors, actuators, rigging tools, light rail workstations, and loads. Our Products segment sells a wide variety of powereddigital power and manually operated wire rope and chain hoists, industrial crane systems, chain, hooks and attachments. Our Solutions segment designs, manufactures, and installs application-specificmotion control systems. These are highly relevant, professional-grade solutions that solve customers’ critical material handling systems and solutions for end-users to improve work station and facility-wide work flow.
Founded in 1875, we have grown to our current size and leadership position largely as the result of the 14 businesses we acquired between February 1994 and April 1999. These acquisitions have significantly broadened our product lines and services and expanded our geographic reach, end-user markets and customer base. As a result of these acquisitions and internal growth, our revenues have increased from approximately $209.8 million in fiscal 1996, the year of our initial public offering, to approximately $480.0 million in fiscal 2002.
The operations of our acquired businesses have been substantially integrated with our existing businesses. requirements.

We converted nearly all of our acquired North American businesses onto our computer system which integrates all of our applications from order entry to production planning to accounting, facilitating company-wide information flow. Further acquisition integration activities included cost reductions resulting from internally supplying chain and forged attachments to acquired hoist businesses, consolidating purchasing efforts through our Purchasing Council, reducing duplicative sales and marketing activities, eliminating administrative headcount and consolidating treasury and accounts receivable functions. Our acquisition integration activities also included revenue enhancements through cross-selling of products between existing and acquired businesses. The next phase of the integration of these businesses includes reducing our excess manufacturing capacity and improving our productivity. This phase is currently in progress through our facility rationalization program and Lean Manufacturing efforts.

The latter phase of these integration activities was delayed for a period of approximately two years, from early 1999 through early 2001, due to difficulties encountered with the assimilation of our 1998 ASI acquisition. Substantially all of the assets of that business, which formerly comprised our Solutions – Automotive segment, were sold in May 2002. ASI did not prove to be a good fit for us mainly because of the highly volatile nature of its business, its significant dependencefocus on the auto industry and its heavy use of working capital. Despite the fact that the write-off associated with that disposition increased our financial leverage, the proceeds furthered our efforts to reduce debt and future interest expense, which has recently been one of our primary objectives.
Many of the U.S. industrial sectors that we serve have been impacted by soft economic conditions since mid-1998. These conditions deteriorated significantly in our fiscal 2001 fourth quarter and

16

continued to decline throughout fiscal 2002, impacting our net sales and financial performance. After reaching a historical high of $609.2 million in fiscal 2000, our net sales declined 3.8% to $586.2 million in fiscal 2001, and further by 18.1% to $480.0 million in fiscal 2002, primarily due to this downturn in the business cycle. Despite these economic conditions and their impact on our operating results, we maintained our leading market share, generated positive cash flow from operations and repaid $6.4 million and $59.7 million of debt in fiscal 2001 and 2002, respectively. Our positive cash flow was favorably impacted by our Lean Manufacturing efforts, which began in fiscal 2002. These efforts are fundamentally changing our manufacturing processes, resulting in significant inventory reductions.
Results of Operations
Net sales of the Products and Solutions segments, in millions of dollars and with percentage changes for each segment, were as follows:
   
Fiscal Years Ended March 31,
  
Change 2002 vs. 2001
   
Change
2001 vs. 2000
 
   
2002
  
2001
  
2000
  
Amount
   
%
   
Amount
   
%
 
Products segment  $404.7  $478.9  $511.3  $(74.2)  (15.5)  $(32.4)  (6.3)
Solutions segment   75.3   107.3   97.9   (32.0)  (29.8)   9.4   9.6 
   
  
  
  
      
    
Total net sales  $480.0  $586.2  $609.2  $(106.2)  (18.1)  $(23.0)  (3.8)
   
  
  
  
      
    
Sales fluctuations during the periods were primarily due to the downturn in the general economy and the industrial sectors in particular. Net sales in fiscal 2002 of $480.0 million decreased by $106.2 million, or 18.1%, from fiscal 2001, and sales in fiscal 2001 of $586.2 million decreased $23.0 million, or 3.8%, from fiscal 2000. Our Products segment net sales declined 15.5% and 6.3% in fiscal 2002 and 2001, respectively, primarily due to decreased unit sales resulting from the soft U.S. industrial markets. Our Solutions segment net sales decreased 29.8% and increased 9.6% in fiscal 2002 and 2001, respectively. The decline in fiscal 2002 was primarily due to soft U.S. industrial markets and our decision to exit our domestic general contracting business, which had net sales of $1.4 million and $21.0 million in fiscal 2002 and 2001, respectively. The growth in fiscal 2001 was primarily due to the expansion of our European operations, partially offset by soft U.S. industrial markets.
Gross profit of the Products and Solutions segments, in millions of dollars and as a percentage of total segment net sales, were as follows:
     
Fiscal Years Ended March 31,
     
2002
    
2001
    
2000
     
Amount
    
%
    
Amount
    
%
    
Amount
    
%
Products segment    $109.3    27.0    $145.1    30.3    $153.9    30.1
Solutions segment     11.2    14.9     14.4    13.4     18.5    18.9
     
         
         
     
Total gross profit    $120.5    25.1    $159.5    27.2    $172.4    28.3
     
         
         
     
Our gross profit margins were approximately 25.1%, 27.2% and 28.3% for fiscal 2002, 2001 and 2000, respectively. The decreases in gross profit margin for fiscal 2002 and 2001 were primarily the result of the significant decline in net sales over the years presented and the resulting decrease in absorption of fixed production costs, partially offset by discretionary cost control measures. The gross

17

profit margin in our Products segment decreased in fiscal 2002 due to the 15.5% decrease in net sales and resulting decrease in production cost absorption, the lack of a general price increase to offset inflationary costs, especially insurance costs, and a $3.8 million reclassification of certain crane builder expenses to cost of products sold from general and administrative expenses in fiscal 2002. Despite soft industrial markets, increasing energy costs and a $3.5 million reclassification of certain crane builder expenses to cost of products sold from general and administrative expenses in fiscal 2001, the gross profit margin in the Products segment increased in fiscal 2001. This increase primarily resulted from our cost control efforts and the integration of acquisitions. The gross profit margin in our Solutions segment increased in fiscal 2002 despite the 29.8% decrease in net sales and the resulting decrease in production cost absorption. This decrease was primarily attributable to weak margins in fiscal 2001. The Solutions segment’s gross profit margin decreased in fiscal 2001 primarily as a result of relatively low sales volumes in soft U.S. industrial markets and increasing energy costs. Additionally, our margins were adversely impacted by unprofitable operations in our general contracting business, a service we no longer provide, and operational inefficiencies at one of our European facilities that was consolidated.
Selling expenses were $43.5 million, $48.4 million and $48.7 million in fiscal 2002, 2001 and 2000, respectively. As a percentage of net sales, selling expenses were 9.1%, 8.3% and 8.0% in fiscal 2002, 2001 and 2000, respectively. The fiscal 2002 and 2001 reductions reflect cost control efforts due to soft economic conditions as well as the variable nature of some expenses, particularly commissions, travel expenses and sales office costs.
General and administrative expenses were $28.2 million, $34.3 million and $40.5 million in fiscal 2002, 2001 and 2000, respectively. As a percentage of net sales, general and administrative expenses were 5.9%, 5.8% and 6.6% in fiscal 2002, 2001 and 2000, respectively. The expense reductions resulted from cost control measures and the reclassification of $3.8 million and $3.5 million of crane builder expenses into cost of products sold in fiscal 2002 and 2001, respectively, partially offset by sales office expansions into new geographic regions and the expenses associated with our strategic alternatives evaluation in fiscal 2001.
Restructuring charges of $9.6 million, or 2.0% of net sales, in fiscal 2002 were attributable to the closure of manufacturing facilities in fiscal 2002. We anticipate that our restructuring charges for fiscal 2003 in connection with our on-going facility rationalization initiative will be between $8.5 million and $9.5 million.
Amortization of intangibles was $11.0 million, $11.0 million and $11.4 million in fiscal 2002, 2001 and 2000, respectively, relating primarily to non-tax deductible goodwill amortization.
Interest and debt expense was $29.4 million, $36.3 million and $33.5 million in fiscal 2002, 2001 and 2000, respectively. As a percentage of net sales, interest and debt expense was 6.1%, 6.2% and 5.5% in fiscal 2002, 2001 and 2000, respectively. The fiscal 2002 decrease was the result of a paydown of senior bank debt of $59.7 million and a reduction in interest rates. The fiscal 2001 increase was primarily the result of increased interest rates.
Other (income) and expense, net was $2.5 million, ($2.2) million and ($1.3) million in fiscal 2002, 2001 and 2000, respectively. The expense in fiscal 2002 included an unrealized, non-cash, mark-to-market loss recognized on certain marketable equity securities held by our captive insurance subsidiary; a loss on the January 2002 sale of a small subsidiary; and a gain on the sale of assets held for sale. The remaining fluctuations were due to the sale of marketable securities by our captive insurance subsidiary for settlement of a portion of our general and products liability claims.

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Income taxes as a percentage of income before income taxes were not meaningful in fiscal 2002 and were 52.9% and 44.3% in fiscal 2001 and 2000, respectively. The percentages reflected the effect of non-deductible goodwill amortization resulting from business acquisitions, offset by the impact of tax credits and other tax items.
As a result of the above, income (loss) from continuing operations was (1.3%), 2.5% and 3.6% as a percentage of net sales in fiscal 2002, 2001 and 2000, respectively.
Liquidity and Capital Resources
Our existing bank credit agreement, as recently amended, provides availability up to $150 million and matures on March 31, 2003. Since the expiration date is within one year from the balance sheet date in our current financial statements, outstanding balances are classified as current liabilities in our March 31, 2002 consolidated balance sheet. At March 31, 2002, $145.8 million was outstanding under our existing bank credit agreement. Subsequently, $17.6 million of proceeds resulting from the May 10, 2002 sale of substantially all of the assets of ASI were applied to further reduce the outstanding balance. The recent amendment also waived and modified certain financial covenants. Interest is payable at varying Eurodollar rates based on LIBOR plus a spread determined by our leverage ratio, amounting to 375 basis points at May 20, 2002. Our obligations under the existing bank credit agreement are secured by all equipment, inventory, receivables, subsidiary stock (limited to 65% for foreign subsidiaries) and intellectual property.
Our senior subordinated 8½% Notes issued on March 31, 1998 amounted to $199.5 million, net of original issue discount of $0.5 million, and are due March 31, 2008. Interest is payable semi-annually based on an effective rate of 8.45%, considering $1.9 million of proceeds from rate hedging in advance of the placement. Provisions of the 8½% Notes include, without limitation, restrictions on liens, indebtedness, asset sales and dividends and other restricted payments. Prior to April 1, 2003, the 8½% Notes are redeemable at our option, in whole or in part, at the Make-Whole Price (as defined in the Indenture for the Notes). On or after April 1, 2003, they are redeemable at prices declining annually 104.25% to 100% on and after April 1, 2006. In the event of a Change of Control (as defined), each holder of the 8½% Notes may require us to repurchase all or a portion of such holder’s 8½% Notes at a purchase price equal to 101% of the principal amount thereof. The 8½% Notes are not subject to any sinking fund requirements.
On April 1, 2001, we adopted Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, which requires companies to carry all derivatives on the balance sheet at fair value. Our use of derivative instruments is limited to cash flow hedges, as defined in SFAS No. 133, of certain interest rate risks. In order to provide interest rate risk protection we entered into an interest rate swap agreement in June 2001, to effectively convert $40 million of variable rate debt to fixed rate debt. The $40 million interest rate swap agreement matures in June 2003.
Net cash provided by operating activities was $49.8 million, $38.3 million and $44.3 million in fiscal 2002, 2001 and 2000, respectively. The $11.5 million increase in fiscal 2002 was the result of a reduction in working capital components, especially inventory, despite decreased income from continuing operations. The $6.0 million decrease in fiscal 2001 compared to fiscal 2000 was the result of an increase in net working capital components and deferred income taxes. Operating assets net of liabilities provided cash of $28.3 million in fiscal 2002, used cash of $0.6 million in fiscal 2001 and used cash of $5.0 million in fiscal 2000.

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Net cash used in investing activities was $1.6 million, $7.2 million and $18.7 million in fiscal 2002, 2001 and 2000, respectively. The fiscal 2002 and 2001 amounts included $2.3 million and $5.0 million, respectively, of proceeds from the sale of a portion of land included in net assets held for sale. The fiscal 2000 amount included the acquisition of WECO for $6.4 million.
Net cash used in financing activities was $48.5 million, $19.5 million and $24.2 million in fiscal 2002, 2001 and 2000, respectively. Those amounts included $46.7 million, $16.0 million and $20.5 million of debt repayment as well as $2.0 million, $4.0 million and $4.0 million of dividends paid in fiscal 2002, 2001 and 2000, respectively.
Our existing bank credit agreement terminates on March 31, 2003 and if we are unable to enter into a new bank credit agreement prior to such termination, our ability to fund our operations will be significantly impaired. We have received a term sheet for a new bank credit agreement that provides for borrowings up to $95 million and would mature in 2006. We believe that the reduced availability of $95 million contemplated under the term sheet, after applying the net proceeds of this offering to reduce the outstanding balance under our existing bank credit agreement ($127.2 million as of June 10, 2002) will, together with cash on hand and cash provided by operations, be sufficient to fund our ongoing operations and budgeted capital expenditure for the next twelve months. We believe our history of positive cash flow and the assets we have available as collateral will help us finalize a new bank credit agreement. We anticipate the closing of the new bank credit agreement will occur shortly after the completion of this offering. However, the term sheet is not binding on the lenders, and we may not be able to negotiate this agreement on commercially reasonable terms, or at all. As proposed in the term sheet, our new bank credit agreement would result in a decrease in the interest rate of our bank debt. Borrowings under our new bank credit agreement will be secured by a first priority security interest in all of our personal property, mortgages on certain of our real property and a pledge of the capital stock of our subsidiaries (limited to 65% for our foreign subsidiaries), and will contain covenants restricting our ability to incur additional indebtedness, to sell a substantial portion of our assets, to merge or to make acquisitions or investments. It will also obligate us to meet certain financial requirements and will restrict our ability to pay dividends.
We were in default of certain financial covenants under our existing bank credit agreement as of March 31, 2002. We have obtained a waiver of the defaults along with an amendment that modifies certain covenants prospectively.
Capital Expenditures
In addition to keeping our current equipment and plants properly maintained, we are committed to replacing, enhancing and upgrading our 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. Further, our facility rationalization program currently in progress reduces our annual capital expenditure requirements and also provides for transfers of equipment from the rationalized facilities to other operating facilities. Our capital expenditures for fiscal 2002, 2001 and 2000 were $4.8 million, $10.2 million and $7.9 million, respectively. The decreased spending in fiscal 2002 reflects a deferral of certain projects due to soft market conditions as well as reduced needs resulting from our facility rationalization program. The increased spending in fiscal 2001 was the result of our decision to purchase real estate that was previously leased.
Inflation and Other Market Conditions
Our costs are affected by inflation in the U.S. economy and, to a lesser extent, in foreign economies including those of Europe, Canada, Mexico and the Pacific Rim. We do not believe that

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inflation has had a material effect on our results of operations over the periods presented primarily due to low inflation levels over such periods and our ability to generally pass on rising costs through price increases. We did not implement a general price increase in fiscal 2002 due to the soft economic conditions. In the future, there can be no assurance that our business will not be further affected by inflation or that we will be able to pass on cost increases.
Seasonality and Quarterly Results
Our quarterly results may be materially affected by the timing of large customer orders, periods of high vacation and holiday concentrations, restructuring charges attributable to our facility rationalization program, acquisitions and the magnitude of acquisition integration costs. Therefore, the operating results for any particular fiscal quarter are not necessarily indicative of results for any subsequent fiscal quarter or for the full fiscal year.
Discontinued Operations
In May 2002, we completed the divestiture of substantially all of the assets of ASI which comprised the principal business unit in our former Solutions – Automotive segment. Proceeds from this sale included cash of $20.6 million and an 8% subordinated note in the principal amount of $6.8 million payable over 10 years. We may also receive additional payments of up to $2.0 million from the proceeds of certain designated receivables and up to $10.0 million over the next two years based on the financial performance of the ASI business.
Accordingly, the ASI operation was reflected as discontinued operations in our financial statements and prior periods have been restated. The income (loss) from discontinued operations was a ($7.9) million, $0.3 million and ($5.0) million in fiscal 2002, 2001 and 2000, respectively. The fluctuations were primarily due to the volatility of the automobile industry and the ASI operation’s dependence on certain significant customers. The loss on the sale of the discontinued operations was $121.5 million and was reflected in our fiscal 2002 statement of operations.
Cash used by discontinued operations was $0.3 million and $1.1 million in fiscal 2002 and 2001, respectively, and provided by discontinued operations was $0.9 million in fiscal 2000.
The net current assets of discontinued operations of $21.5 million were reflected on the March 31, 2002 balance sheet.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We continually evaluate the estimates and their underlying assumptions, which form the basis for making judgments about the carrying value of our assets and liabilities. Actual results inevitably will differ from those estimates. We have identified below the accounting policies involving estimates that are critical to our financial statements. Other accounting policies are more fully described in note 2 to our consolidated financial statements.
Pension and Other Postretirement Benefits.    The determination of the obligations and expense for pension and postretirement benefits is dependent on our selection of certain assumptions that are

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used by actuaries in calculating such amounts. Those assumptions are disclosed in notes 9 and 11, respectively, to our consolidated financial statements and include the discount rates, expected long-term rate of return on plan assets and rates of future increases in compensation and healthcare costs.
Insurance Reserves.    Our accrued general and product liability reserves as described in note 13 to our consolidated financial statements involve actuarial techniques including the methods selected to estimate ultimate claims, and assumptions including emergence patterns, payment patterns, initial expected losses and increased limit factors. Other insurance reserves such as workers compensation and group health insurance are based on actual historical and current claim data provided by third party administrators or internally maintained.
Inventory and Accounts Receivable Reserves.    Slow-moving and obsolete inventory reserves are judgmentally determined based on historical and expected future usage within a reasonable timeframe. Allowances for doubtful accounts and credit memo reserves are also judgmentally determined based on historical bad debt write-offs and credit memos issued, assessing potentially uncollectible customer accounts and analyzing the accounts receivable agings.
Long-Lived Assets.    Property, plant and equipment and goodwill and other intangibles are depreciated or amortized over their assigned lives. These assets are also periodically measured for impairment. The assigned lives and the projected cash flows used to test impairment are subjective. If actual lives are shorter than anticipated or if future cash flows are less than anticipated, we could incur a future impairment charge or a loss on disposal relating to these assets.
Effects of New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Statement on Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” in June 2001. SFAS No. 141 eliminates the pooling-of-interests method of accounting for business combinations and modifies the application of the purchase accounting method. The elimination of the pooling-of-interests method is effective for transactions initiated after June 30, 2001. The adoption of this statement did not have an impact on our consolidated financial statements.
The FASB also issued SFAS No. 142, “Goodwill and Other Intangible Assets” in June of 2001. SFAS No. 142 eliminates the current requirement to amortize goodwill and indefinite-lived intangible assets, addresses the amortization of intangible assets with a defined life and the impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 will apply to goodwill and intangible assets arising from transactions completed before and after the effective date. This statement, which will be effective for our fiscal year beginning on April 1, 2002, must be adopted at the beginning of the fiscal year. We are currently assessing the statement and the impact that adoption will have on our fiscal 2003 consolidated financial statements. Upon adoption, we will stop amortizing goodwill which, based upon current levels of goodwill for continuing operations, would reduce amortization expense by approximately $11 million on an annual basis.
The FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” in June 2001. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. This statement, which is effective for our fiscal year beginning April 1, 2003, may be adopted as of April 1, 2002. We are currently assessing the statement and the impact, if any, that adoption will have on our fiscal 2003 consolidated financial statements.

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The FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” in August 2001. SFAS No. 144 supersedes SFAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” The statement, while retaining many of the fundamental recognition and measurement provisions of SFAS No. 121, changes the criteria to be met to classify an asset as held-for-sale as well as the grouping of long-lived assets and liabilities that represent the unit of accounting for a long-lived asset to be held and used. SFAS No. 144 is effective for our fiscal year beginning April 1, 2002. We are currently assessing the statement and the impact, if any, that adoption will have on our fiscal 2003 consolidated financial statements.
Quantitative and Qualitative Disclosures about Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to various market risks, including commodity prices for raw materials, foreign currency exchange rates and changes in interest rates. We may enter into financial instrument transactions, which attempt to manage and reduce the impact of such changes. We do not enter into derivatives or other financial instruments for trading or speculative purposes.
Our primary commodity risk is related to changes in the price of steel. We control this risk through negotiating purchase contracts on a consolidated basis and by attempting to build changes in raw material costs into the selling prices of our products. We have not entered into financial instrument transactions related to raw material costs.
In fiscal 2002, approximately 22.5% of our net sales were from manufacturing plants and sales offices in foreign jurisdictions. We manufacture our products in the United States, Canada, Germany, Denmark, the United Kingdom, Mexico, France and China and sell our products and solutions in over 50 countries. Our results of operations could be affected by factors such as changes in foreign currency rates or weak economic conditions in foreign markets. Our operating results are exposed to fluctuations between the U.S. dollar and the Canadian dollar, European currencies, the Mexican peso and the Chinese renminbi. For example, when the U.S. dollar strengthens against the Canadian dollar, the value of our net sales and net income denominated in Canadian dollars decreases when translated into U.S. dollars for inclusion in our consolidated results. We are also exposed to foreign currency fluctuations in relation to purchases denominated in foreign currencies. Our foreign currency risk is mitigated since the majority of our foreign operations’ net sales and the related expense transactions are denominated in the same currency. In addition, the majority of our export sale transactions are denominated in U.S. dollars. Accordingly, we currently have not invested in derivative instruments, such as foreign exchange contracts, to hedge foreign currency transactions.
We control risk related to changes in interest rates by structuring our debt instruments with a combination of fixed and variable interest rates and by periodically entering into financial instrument transactions. At March 31, 2002, we had one interest rate swap agreement in effect which converts $40 million of variable rate debt to fixed rate debt. This swap agreement matures in June 2003. We do not have any other swap agreements or similar financial instruments in place. Including the effect of our existing swap agreement, at March 31, 2002, approximately 68% of our outstanding debt had fixed interest rates. At that date, we had approximately $110.7 million of outstanding variable rate debt. A 1% fluctuation in interest rates in fiscal 2002 would have changed interest expense on that outstanding variable rate debt by approximately $1.4 million.

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BUSINESS
General
We are a leading manufacturer and marketer of hoists, cranes, chain and component parts serving a wide variety of commercial and industrial end markets.applications for our products, which require the safety, reliability and quality provided by our advanced design and engineering know-how. Our products are used to efficientlyfor mission critical applications where we have established, trusted brands with significant customer retention. Our targeted market verticals include general industries, mobile industries, energy and ergonomically move, lift, position or secure objectsutilities, process industries, industrial automation, construction and loads.infrastructure, food processing, entertainment, life sciences, consumer packaged goods and e-commerce/supply chain/warehousing.

We maintain strong market share in North America with significant leading market positions in hoists, lifting and sling chain, forged attachments, precision conveyors, actuators, and digital power and motion control systems for the material handling industry. We are the domesticworld’s second largest hoist manufacturer.

In the United States, we are the market leader for hoists, material handling digital power control systems, and precision conveyors, our principal lines of products, and have strong market positions with certain chain, forged fittings, and actuator products. Additionally, in Europe, we believe we are the market leader for manual hoists and a market leader in hoists, our principal line of products, which we believe provides us with a strategic advantage in selling our other products.the heavy load, rail and niche custom applications for actuation. We have achieved thisour leadership positionpositions through strategic acquisitions, our extensive, diverse, and well-established distribution channels to market and our commitment to product innovation and quality. We have one ofbelieve the most comprehensive product offerings in the industry and we believe we have more overhead hoists in use in North America than all of our competitors combined. Our brand names, including CM, Coffing, Duff-Norton, Shaw-Box and Yale, are among the most recognized and well-respected in our marketplace.

The Building of Our Business
Founded in 1875, we have grown to our current size and leadership position largely as the result of the 14 businesses we acquired since February 1994. These acquisitions have significantly broadened our product lines and services and expanded our geographic, end-user markets and our customer base. Our senior management has substantial experience in the acquisition and integration of businesses, aggressive cost management, efficient manufacturing techniques and global operations, all of which are critical to our long-term growth strategy. We have a proven track record of acquiring complementary businesses and product lines, integrating their activities into our organization, and aggressively managing their cost structures to improve operating efficiencies. The history of our Products and Solutions acquisitions since 1994 is outlined below (purchase price in millions):
Date of Acquisition
  
Acquired Company
  
Purchase Price
  
Products/Services
April 1999  Washington Equipment Company  $6.4  Overhead cranes
March 1999  GL International (1)   20.6  Overhead cranes
January 1999  Camlok/Tigrip   10.6  Plate clamps, crane weighers
December 1998  Gautier   2.9  Rotary unions; swivel joints
August 1998  Abell-Howe Crane   7.0  Overhead cranes
March 1998  ASI (2)   155.0  Design and manufacture of custom conveyor systems
January 1998  Univeyor   15.0  Design and manufacture of powered roller conveyor systems
December 1996  Lister   7.0  Cement kiln, anchor and buoy chain
October 1996  Yale (3)   270.0  Hoists, scissor lift tables, actuators, jacks and rotary unions
November 1995  Lift-Tech   63.0  Hoists
October 1995  Endor   2.0  Hoists
January 1995  Cady Lifters   0.8  Below-the-hook lifters
December 1994  Conco   0.8  Operator controlled manipulators
February 1994  Durbin-Durco   2.4  Load securing equipment and attachments
(1)In January 2002, we sold Handling Systems & Conveyors, Inc., a subsidiary of GL International.
(2)In May 2002, we sold substantially all of the assets of ASI.
(3)In August 1998, we sold the Mechanical Products division of Yale.

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Our Position in the Industry
The U.S. material handling industry is generally divided into the following sectors:
overhead material handling and lifting devices;
continuous materials movement;
wheeled handling devices;
pallets, containers and packaging;
storage equipment and shop furniture;
automation systems and robots; and
services and unbundled software.
The breadth of our productsproduct offering and services enablesexpansive channels to market provide us with a strategic advantage.

We have well-established brands that include CM, Yale, STAHL, Magnetek, Dorner, Pfaff, Unified, SHAW-BOX and Duff-Norton. Our market leadership and strong brands enable us to participate in each of these sectors, except for pallets, containers and packaging and storage equipment and shop furniture. This diversification, together witheffectively sell our products through our extensive channels to market throughout the United States and varied distribution channels, minimizes our dependence on any particular product, market or customer. Europe.

We believe that nonekey considerations for investing in Columbus McKinnon include the following:

LOGO

The acquisition of STAHL in fiscal 2017, which is well known for its custom engineered lifting solutions and hoisting technology, advanced our competitors offersposition as a global leader in the production of explosion-protected hoists. STAHL serves independent crane builders and EPC firms, providing products to a variety of products or services in theend markets we serve.

including automotive, general manufacturing, oil and gas, steel and concrete, power generation, as well as process industries such as chemical and pharmaceuticals.

We believe that the demandacquisition of Dorner provides a catalyst for growth and a platform where we can leverage our products and services will increaseleadership position in the futureUnited States and our worldwide reach to expand globally in the precision conveyor market. This acquisition broadens our intelligent motion product offerings and diversifies our product portfolio. Dorner added a broad range of precision conveying systems to our product offerings, which include low profile, flexible chain, large scale, sanitary and vertical elevation conveyor systems, as well as pallet system conveyors. Our conveying solutions are offered in both modular standard and highly engineered custom formats, along with significant aftermarket offerings and support. Dorner serves a resultvariety of several favorable trends. These trends include:

customers across food processing, life sciences, CPG, •    Productivity Enhancement.    In recent years employers have respondede-commerce and industrial automation end markets.

We seek to competitive pressuresmaintain and enhance our market share by seekingfocusing our sales and marketing activities toward select global market verticals that require our material handling expertise, and to maximize productivityaccelerate our growth by expanding our reach into markets with stronger secular tailwinds than traditional industrial and efficiency. Our hoists and other lifting and positioning products allow loads to be lifted and placed quickly, precisely, with little effort and fewer people, thereby increasing productivity and reducing cycle time.

•    Safety Regulations and Concerns.    Driven by federal and state workplace safety regulationsenergy markets, such as factory and warehouse automation, life sciences, food and beverage, consumer packaged goods and e-commerce.

Our revenue base is geographically diverse with approximately 47% of revenues derived from customers outside the Occupational Safety and Health Act andUnited States for the Americans with Disabilities Act, and by the general competitive need to reduce costs such as health insurance premiums and workers’ compensation expenses, employers seek safer ways to lift and position loads. Our lifting and positioning products enable these tasks to be performed with reduced risk of personal injury.

•    Consolidation of Suppliers.    In an effort to reduce costs and increase productivity, our customers and end-users are increasingly consolidating their suppliers.nine months ended December 31, 2020 (excluding Dorner). We believe this diversity helps balance the impact of changes that our competitive strengths will enableoccur in local economies, as well as allows us to benefit from this consolidationgrowth in emerging markets. We monitor both U.S. and enhance our market share.
•    Outsourcing of Material Handling Project Design and Management.    More of our customers and end-users are outsourcing non-core business functions to improve productivity and cost efficiency. This has created opportunities for us to assume the project design, management and implementation responsibilities for both workstation and facility-wide material handling systems.
•    Workforce Diversity.    The percentages of women, disabled and older persons in the work forceEurozone Industrial Capacity Utilization statistics and the tasks they perform are continuing to increase. Our products enable many workplace tasks to be performed safely, efficiently and with less physical stress. We believe that increasing diversity in the workforce will continue to increaseISM Production Index as indicators of anticipated demand for our products.
Our Competitive Strengths
•    Comprehensive Product Line In addition, we continue to monitor the potential impact of other global and Strong Brand Name Recognition.    We believe we offerU.S. macroeconomic data, including industrial production, trade tariffs, raw material cost inflation, interest rates, foreign currency exchange rates, and activity of end-user markets around the most comprehensive product linesglobe.

Regardless of the economic climate and point in the marketseconomic cycle, we serve. The breadth of product lines enables usconsistently explore ways to provide a “one-stop shop” to many of our distributors who are looking to consolidate their suppliers. In addition, our brand names, including Big Orange, Budgit, Chester, CM, Coffing, Cyclone, Duff-

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Norton, Hammerlok, Herc-Alloy, Little Mule, Lodestar, Puller, Shaw-Box, Valustar and Yale, are among the most recognized and respected in the industry. We believe that our strong brand name recognition has created customer loyalty and helps us maintain existing business,increase operating margins as well as capture additional business.
•    Leading Market Positionfurther improve our productivity and Reputation.competitiveness. We have specific initiatives to reduce quote lead-times, improve on-time deliveries, reduce warranty costs, and improve material and factory productivity. These initiatives are being driven by the implementation of our business operating system, CMBS.

We are the largest manufacturer of hoists, alloy and high strength carbon steel chain and operator-controlled manipulators in North America. We have developed our leading market position over our 125-year history by emphasizing technological innovation, manufacturingworking to achieve these strategic initiatives through business simplification, operational excellence, and superior after-sale service. Over 60% of our domestic net sales in fiscal 2002 were from product categories in which we believe we hold the leading market share.revenue growth initiatives. We believe that the strength of our established productsthese initiatives will drive profitable growth and brands and our leading market position provide us with significant competitive advantages, including preferred supplier status with a majority of our largest customers. enhance future operating margins.

Our large installed base of products also provides us with a significant competitive advantage in selling our products to existing customers as well as providing repair and replacement parts.

•    Low-Cost Manufacturing Capability.    We believe weprincipal executive offices are a low-cost manufacturer and we will continue to consolidate our manufacturing operations and reduce our manufacturing costs through the following initiatives:
–
Rationalization and Consolidation.    In fiscal 2002, we closed five manufacturing plants and one warehouse, consolidated a number of similar product lines and standardized certain component parts. We have identified five additional manufacturing facilities for consolidation within the next 12 months.
–
Lean Manufacturing.    In fiscal 2002, we instituted Lean Manufacturing at 13 of our facilities, resulting in substantial inventory reductions, a significant decline in required manufacturing floor area, decreased product lead time and improved productivity.
–
Purchasing Council.    We continue to leverage our company-wide purchasing power through our Purchasing Council to reduce our costs.
–
Vertical Integration.    We manufacture many of the parts and components used in our manufacture of hoists and cranes, resulting in reduced costs.
–
International Expansion.    Our continued expansion of our manufacturing facilities in China and Mexico provides us with another cost efficient platform to manufacture certain of our products.
•    Distribution Channel Diversity and Strength.located at 205 Crosspoint Parkway, Buffalo, New York 14068. Our products are sold to over 20,000 general and specialty distributors and OEMs, as well as to over 100 consumer outlets. We enjoy long-standing relationships with, and are a preferred provider to, the majority of our largest distributors and industrial buying groups. Over the past decade, there has been significant consolidation among distributors of material handling equipment. We have benefited from this consolidation and have maintained and enhanced our relationships with our leading distributors, as well as formed new relationships. We believe our extensive North American distribution channels provide a significant competitive advantage and allow us to effectively market new product line extensions and promote cross-selling.
•    Strong After-Market Sales and Support.    We believe that we retain customers and attract new customers due to our ongoing commitment to customer service and satisfaction. We have a large installed base of hoists and chain that drives our after-market sales for components and repair parts and

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telephone number is a stable source of higher margin business. We maintain strong relationships with our customers and provide prompt aftermarket service to end-users of our products(716) 689-5400. Our web site address is www.columbusmckinnon.com. The information on, or accessible through, our authorized network of 13 chain repair stations and over 350 hoist service and repair stations.
•    Experienced Management Team.    Our senior management team provides a depth and continuity of experience in the material handling industry, with our top six executives possessing an average of over 19 years of experience with us. Our management has experience in aggressive cost management, efficient manufacturing techniques, acquiring and integrating businesses and global operations, all of which are critical to our long-term growth. Upon completionwebsite is not part of this offering, our directorsprospectus.

Human capital management

Headquartered in Buffalo, New York, Columbus McKinnon’s global footprint includes offices and executive officers will own an aggregate of approximately 11% of our outstanding common stock.

Our Strategy
•    Increase Our Domestic Organic Growth.    We intend to use our competitive advantages to increase our domestic and international market share across all of our product lines through the following initiatives:
–
Leverage Strong Competitive Position.    Our large diversified customer base, our extensive distribution channels and our close relationships with our distributors provide us with insights into customer preferences and product requirements that allow us to anticipate and address the future needs of end-users. Additionally, we continue to implement our CraneMart™ initiative launched in 1999 to build an integrated North American network of independent and company-owned crane builders. CraneMart™ participants purchase our products and parts for incorporation in their products as well as for distribution and are provided a full range of services, including best pricing, parts distribution rights, technical support and shared resources.
–
Introduce New Products.    We continue to expand our business by developing new material handling products and services and expand the breadth of our product lines to address customer needs. Recent new product introductions include:
global wire rope hoists used in overhead cranes;
lifting clamps used for lifting large plates of steel;
self-standing or ceiling-mounted, light-rail crane systems used in work station material handling applications;
top-running and underhung end-trucks used in the crane builder industry;
hand pallet trucks used in warehouse and factory applications; and
high speed, light-weight, mini-load cranes used in warehouse applications.
Ÿ    Increase Our Penetration of International Markets.    Our international sales comprised 29.4% of our net sales in fiscal 2002 and grew at a compounded annual rate of 26.5%, from $34.3 million in fiscal 1996 to $140.9 million in fiscal 2002. We sell to distributors in approximately 50 countries and have manufacturing facilities in Canada, Mexico, Germany, the United Kingdom, Denmark, France and China. In addition to new product introductions, we intend to increase international sales and enhance margins by:
–
Expanding Our Sales and Service Presence.    We are expanding our sales and service presence in the major market areas of Europe, Asia and South America. We have recently added four new sales offices and warehouse facilities in Europe, one in Brazil and one in Mexico.

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–
Increasing Sales and Improving Margins.    We intend to increase our sales and improve our margins by manufacturing and exporting a broader array of high quality, low-cost products and components from our facilities in Mexico and China. We have recently constructed a third manufacturing facility in China and are expanding our manufacturing capacity and distribution channels in Mexico.
Ÿ    Reduce Our Operating Costs.    Our objective is to remain a low-cost producer. We continuously seek ways to reduce our operating costs and increase our manufacturing productivity. In furtherance of this objective, we have undertaken the following:
–
Rationalization of Facilities.    Consolidating acquired operations is an integral part of our acquisition strategy. We closed five manufacturing plants and one warehouse in fiscal 2002 and have identified five additional facilities for consolidation within the next 12 months. When completed, we believe these consolidations will result in annual fixed cost reductions of approximately $20 million.
–
Implementation of Lean Manufacturing.    Through fiscal 2002, we have instituted Lean Manufacturing at 13 of our major facilities. In fiscal 2002, largely as a result of our Lean Manufacturing initiatives, we recaptured approximately 185,000 square feet of manufacturing floor area and consolidated an additional 345,000 square feet of closed facilities. Additionally, we reduced inventories by approximately $19 million, improved productivity and achieved significant reductions in product lead time. We expect to introduce Lean Manufacturing in five additional facilities in fiscal 2003. Our Lean Manufacturing initiative complements our strategy of integrating and consolidating our manufacturing facilities.
–
Leverage Purchasing Power.    The Columbus McKinnon Purchasing Council was formed in fiscal 1998 to centralize and leverage our overall purchasing power, which has grown through acquisitions. This has resulted in annualized savings of approximately $16.3 million since its inception, including approximately $3.8 million in fiscal 2002.
ŸPursue Selective Acquisitions.    The completion of this offering and the closing of our new credit agreement are the first steps toward improving our capital structure. These steps, together with our other strategies, will better position us to seek accretive and complementary acquisitions at some time in the future.
Our Segments
We currently report our operations in two business segments, Products and Solutions.
Our Products segment designs, manufactures and distributes a broad range of material handling products for various industrial applications and for consumer use. Products in this segment include a wide variety of electric, lever, hand and air-powered hoists; hoist trolleys; industrial crane systems such as bridge, gantry and jib cranes; alloy, carbon steel and kiln chain; closed-die forged attachments, such as hooks, shackles, logging tools and loadbinders; industrial components, such as mechanical and electromechanical actuators, mechanical jacks and rotary unions; and below-the-hook special purpose lifters. These products are typically manufactured for stock and are sold through a variety of commercial distributors and to end-users. The end-users of our products are in manufacturing plants,

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power utility facilities and warehouses. Some of our products have farming, mining and logging applications, and we serve a niche market for large entertainment productions. We also sell some of our products to the consumer market through a variety of retailers and wholesalers.
Our Solutions segment is engaged primarily in the design, fabrication and installation of integrated workstation and facility-wide material handling systems and in the design and manufacture of operator-controlled manipulators and tire shredders. This segment also includes our LICO steel erection operation. The products and services of this segment are highly engineered, are typically built to order and are primarily sold directly to end-users for specific applications in a variety of industries.
Note 18 to our consolidated financial statements included elsewhere in this prospectus provides information related to our business segments in accordance with generally accepted accounting principles. Summary information concerning our business segments for fiscal 2000, 2001 and 2002 is set forth below.
  
Fiscal Years Ended March 31,
  
2000
  
2001
  
2002
  
Amount
  
% of Total Sales
  
Amount
  
% of Total Sales
  
Amount
  
% of Total Sales
  
(Dollars in millions)
Net Sales                    
Products $511.3  83.9  $478.9  81.7  $404.7  84.3
Solutions  97.9  16.1   107.3  18.3   75.3  15.7
  
     
     
   
Total $609.2     $586.2     $480.0   
  
     
     
   
  
Amount
  
% of
Segment
Sales
  
Amount
  
% of
Segment
Sales
  
Amount
  
% of
Segment 
Sales
  
(Dollars in millions)
Income from Operations before
Restructuring Charges and Amortization		                    
Products $  75.4  14.7  $  73.1  15.3  $  47.0  11.6
Solutions  7.8  8.0   3.8  3.5   1.7  2.2
  
     
     
   
Total $83.2  13.7  $76.9  13.1  $48.7  10.1
  
     
     
   
Products Segment
Products
Our Products segment primarily designs, manufactures and distributes a broad range of material handling, lifting and positioning products for various applications in industry and for consumer use. These products are typically manufactured for stock and are sold through a variety of distributors. Approximately 75% of our Products segment net sales is derived from the sale of products that we sell at a unit price of less than $5,000. In fiscal 2002, net sales of the Products segment were approximately $404.7 million or approximately 84.3% of our net sales, of which approximately $293.2 million, or 72.4%, were domestic and $111.5 million, or 27.6%, were international. The following table sets forth

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certain sales data for our Products segment, expressed as a percentage of this segment’s net sales for fiscal 2001 and 2002:
     
Fiscal Years Ended March 31,
 
     
2001
     
2002
 
Hoists    53%    52%
Chain and forged attachments    25     25 
Industrial cranes    14     15 
Industrial components    8     8 
     
    
     100%    100%
     
    
• Hoists.    We manufacture a variety of electric chain hoists, electric wire rope hoists, hand-operated hoists, lever tools and air-powered balancers and hoists. Load capacities for our hoist product lines range from one-eighth of a ton to 100 tons. These products are sold under our Budgit, Chester, CM, Coffing, Shaw-Box, Yale and other recognized trademarks. Our hoists are sold for use in a variety of general industrial applications, as well as for use in the entertainment, consumer, rental, health care and other markets. We also supply hoist trolleys, driven manually or by electric motors, for the industrial, consumer and OEM markets.
We offer a line of custom-designed, below-the-hook tooling, clamps, pallet trucks and textile strappings. Below-the-hook tooling and clamps are specialized lifting apparatus used in a variety of lifting activities performed in conjunction with hoist and chain applications. Pallet trucks are manual devices used for across-the-floor material handling, frequently in warehouse settings. Textile strappings are below-the-hook attachments, frequently used in conjunction with hoists.
• Chain and Forged Attachments.    We manufacture alloy and carbon steel chain for various industrial and consumer applications. Federal regulations require the use of alloy chain, which we first developed, for overhead lifting applications because of its strength and wear characteristics. A line of our alloy chain is sold under the Herc-Alloy brand name for use in overhead lifting, pulling and restraining applications. In addition, we also sell specialized load chain for use in hoists, as well as three grades and multiple sizes of carbon steel welded-link chain for various load securing and other non-overhead lifting applications. We also manufacture kiln chain sold primarily to the cement manufacturing market and anchor and buoy chain sold primarily to the United States and Canadian governments.
We also produce a complete line of alloy and carbon steel closed-die forged attachments, including hooks, shackles, hitch pins, master links and loadbinders. These forged attachments are used in chain and wire rope rigging applications in a variety of industries, including transportation, mining, railroad, construction, marine, logging, petrochemical and agriculture.
In addition, we manufacture carbon steel forged and stamped products, such as loadbinders, logging tools and other securing devices, for sale to the industrial, consumer and logging markets through industrial distributors, hardware distributors, mass merchandiser outlets and OEMs.
•
Industrial Cranes.    We entered the crane manufacturing market through our August 1998
acquisition of Abell-Howe, a Chicago-based regional manufacturer of jib and overhead bridge cranes. Our March 1999 acquisition of GL International, which included the Gaffey and Larco brands, and our April 1999 acquisition of Washington Equipment Company established us as a significant participant

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in the crane building and servicing markets. Crane builders represent a specialized distribution channel for electric wire rope hoists and other crane components. We have also established a presence in Monterrey, Mexico to provide that growing geographic market with crane systems and service.
•
Industrial Components.    Through our Duff-Norton division, we design and manufacture
industrial components such as mechanical and electromechanical actuators, mechanical jacks and rotary unions for sale domestically and abroad. Actuators are linear motion devices used in a variety of industries, including the paper, steel and aerospace industries. Mechanical jacks are heavy duty lifting devices used in the repair and maintenance of railroad equipment, locomotives and industrial machinery. Rotary unions are devices that transfer a liquid or gas from a fixed pipe or hose to a rotating drum, cylinder or other device. These unions are unique in that they connect a moving or rotating component of a machine to fixed plumbing without major spillage or leakage. Rotary unions are used in a variety of industries including pulp and paper, printing, textile and fabric manufacturing, rubber and plastic.
Sales and Marketing
Our sales and marketing efforts in support of our Products segment consist of the following programs:
•
Factory-Direct Field Sales and Customer Service.    We sell our products through our direct
sales forces of more than 140 salespersons and through independent sales agents worldwide. Our sales are further supported by our more than 250 company-trained customer service correspondents and sales application engineers. We compensate our sales force through a combination of base salary and a commission plan based on top line sales and a pre-established sales quota.
•
Product Advertising.    We promote our products by regular advertising in leading trade
journals as well as producing and distributing high quality information catalogs. We support our product distribution by running cooperative “pull-through” advertising in over 15 vertical trade magazines and directories directed at theatrical, international, consumer and crane builder markets. We run targeted advertisements for chain, hoists, forged attachments, scissor lift tables, actuators, hydraulic jacks, hardware programs, cranes and light-rail systems.
•
Trade Show Participation.    Trade shows are central to the promotion of our products, and we
participate in more than 40 regional, national and international trade shows each year. Shows in which we participate range from global events held in Germany to local “markets” and “open houses” organized by individual hardware and industrial distributors. We also attend specialty shows for the entertainment, rental and safety markets, as well as general purpose industrial and consumer hardware shows. In fiscal 2002, we participated in trade shows in the U.S., Canada, France, Mexico, Germany, England, Brazil, Australia, China and Spain.
•
Industry Association Membership and Participation.    As a recognized industry leader, we
have a long history of work and participation in a variety of industry associations. Our management is directly involved at the officer and director levels of numerous industry associations including the following: ISMA (Industrial Supply Manufacturers Association), AWRF (Associated Wire Rope Fabricators), PTDA (Power Transmission and Distributors Association), SCRA (Specialty Carriers and Riggers Association), WSTDA (Web Sling and Tie Down Association), MHI (Material Handling Institute), HMI (Hoist Manufacturers Institute), CMAA (Crane Manufacturers Association of America), ESTA (Entertainment Services and Technology Association), NACM (National Association of Chain Manufacturers), AHMA (American Hardware Manufacturers Association) and ARA (American Rental Association).

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•    Product Standards and Safety Training Classes.    We conduct on-site training programs
worldwide for distributors and end-users to promote and reinforce the attributes of our products and their safe use and operation in various material handling applications.
•    Web Site.    Our web site at www.cmworks.com currently includes electronic catalogs of
Columbus McKinnon hoist and chain products and list prices. Current and potential customers can browse through our diverse product offering or search for specific products by name or classification code and obtain technical product specifications. In addition, we currently sponsor an additional 19 brand specific web sites and have begun a pilot program to sell hand pallet trucks on one of these sites. We continue to add additional product catalogs, maintenance manuals, advertisements and customer service information on our web sites. Many of the web sites allow distributors to search for personalized pricing information, order status and product serial number data.
Distribution and Markets
The distribution channels for the Products segment include a variety of commercial distributors. In addition, the Products segment sells overhead bridge, jib and gantry cranes, as well as certain forgings and chain assemblies, directly to end-users. We also sell to the consumer market through wholesalers. Our products are sold through the following distribution channels:
•    General Distribution Channels.    Our general distribution channels consist of:
–Industrial distributors that serve local or regional industrial markets and sell a variety of products for maintenance, repair, operating and production, or MROP, applications through their own direct sales force.
–Rigging shops that are distributors with expertise in rigging, lifting, positioning and load securing. Most rigging shops assemble and distribute chain, wire rope and synthetic slings and distribute off-the-shelf hoists and attachments, chain slings and other off-the-shelf products.
–Crane builders that design, build, install and service overhead crane and light-rail systems for general industry and also sell a wide variety of hoists and lifting attachments. We sell electric wire rope hoists and chain hoists as well as crane components, such as end trucks, trolleys, drives and electrification systems to crane builders.
•    CraneEnd-Users.    We sell overhead bridge, jib and gantry cranes, parts and service to end-
users through our wholly owned crane builders within the CraneMart™ network. Our wholly owned crane builders (Abell-Howe, Gaffey, Larco and Washington Equipment) design, manufacture, install and service a variety of cranes with capacities up to 100 tons.
•    SpecialtyDistribution Channels.    Our specialty distribution channels consists of:
–Catalog houses that market a variety of MROP supplies, including material handling products, either exclusively through large, nationally distributed catalogs, or through a combination of catalog and internet sales and a field sales force. More recently, catalog houses, particularly W.W. Grainger, Inc., are pursuing e-commerce through their web sites. The customer base served by catalog houses, which traditionally included smaller industrial companies and consumers, has grown to include large industrial accounts and integrated suppliers.
–Material handling specialists and integrators that design and assemble systems incorporating hoists, overhead rail systems, trolleys, scissor lift tables, manipulators, air balancers, jib arms and other material handling products to provide end-users with solutions to their material handling problems.

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–Entertainment equipment distributors that design, supply and install a variety of material handling and rigging equipment for concerts, theaters, ice shows, sports arenas, convention centers and discos.
•    Service-After-Sale Distribution Channel.    Service-after-sale distributors include our authorized network of 13 chain repair service stations and over 350 hoist service and repair stations. This service network is designed for easy parts and service access for our large installed base of hoists and related equipment in23 countries across North America.
•    OEM/Government Distribution Channels.    This channel consists of:
–OEMs that supply various component parts directly to other industrial manufacturers as well as private branding and packaging of our traditional products for material handling, lifting, positioning and special purpose applications.
–Government agencies, including the United States and Canadian Navies and Coast Guards, that purchase primarily anchor, buoy and mooring chain and forged attachments.
•    Consumer Distribution.    Consumer sales, consisting primarily of carbon steel chain and
assemblies, forged attachments and hand powered hoists, are made through five distribution channels: two-step wholesale hardware distribution (such as Distribution America, and Ace Hardware); one-step distribution (such as Canadian Tire); trucking and transportation distributors (such as U-Haul and Fruehauf); farm hardware distributors (such as John Deere and Tractor Supply Company); and rental outlets (such as Hertz).
•    International Distribution.    We distribute virtually all of our products in over 50 countries on
six continents through a variety of distribution channels.
Customer Service and Training
We maintain customer service departments staffed by trained personnel for all of our Products segment sales divisions, and regularly schedule product and service training schools for all customer service representatives and field sales personnel. Training programs for distribution and service station personnel, as well as for end-users, are scheduled on a regular basis at most of our facilities and in the field. We have more than 350 service stations worldwide that provide local and regional repair, warranty and general service work for distributors and end-users. End-user trainees attending our various programs include representatives of General Motors, DuPont, 3M, GTE, Cummins Engine, General Electric and many other industrial organizations.
We also provide, in multiple languages, a variety of collateral material in video, cassette, CD-ROM, slide and print format addressing relevant material handling topics such as the care, use and inspection of chains and hoists, and overhead lifting and positioning safety. In addition, we sponsor advisory boards made up of representatives of our primary distributors and service-after-sale network members who are invited to participate in discussions focused on improving products and service. These boards enable us and our primary distributors to exchange product and market information relevant to industry trends.

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Backlog
Our Products segment backlog of orders at March 31, 2002 was approximately $41.3 million compared to approximately $44.3 million at March 31, 2001. Our orders for standard products are generally shipped within one week. Orders for products that are manufactured to customers’ specifications are generally shipped within four to twelve weeks. We do not believe that the amount of our Products segment backlog of orders is a reliable indication of our future sales.
Competition
Despite recent consolidation, the material handling industry remains highly fragmented. We face competition from a wide range of regional, national and international manufacturers in both domestic and international markets. In addition, we often compete with individual operating units of larger, highly diversified companies.
The principal competitive factors affecting our Products segment include product performance, functionality, price, brand, reputation, reliability and availability, as well as customer service and support. Other important factors include distributor relationships, territory coverage and the ability to service the distributor with on-time delivery and repair services.
Our Products segment competes in hoists with Siemens Dematic, Kito-Harrington, Ingersoll-Rand, KCI Konecranes and Morris Material Handling; in chain with Cooper Industries, Peerless Chain Company and American Chain and Cable Company; in forged attachments with the Crosby Group and Cooper Industries; in crane building with Siemens Dematic, KCI Konecranes, Morris Material Handling and R. Stahl; and in industrial components with Deublin, Joyce-Dayton and Nook Industries.
Solutions Segment
The Solutions segment is engaged primarily in the design, fabrication and installation of integrated work station and facility-wide material handling systems and in the manufacture and distribution of operator-controlled manipulators, scissor lift tables and tire shredders. Net sales of the Solutions segment in fiscal 2002 were approximately $75.3 million, or approximately 15.7% of our total net sales, of which approximately $46.0 million, or 61.1%, were domestic and approximately $29.3 million, or 38.9% were international. The following table sets forth certain sales data for the products and services of our Solutions segment, expressed as a percentage of this segment’s net sales for fiscal 2001 and 2002:
     
Fiscal Years Ended March 31,
 
     
2001
     
2002
 
Integrated material handling conveyor systems    33%    40%
Steel erection    36     24 
Manipulators and light-rail systems    14     17 
Scissor lift tables    11     11 
Other    6     8 
     
    
     100%    100%
     
    

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Products and Services
Ÿ  Integrated Material Handling Conveyor Systems.    Conveyors are the most important component of a material handling system, reflecting their high functionality for transporting material throughout manufacturing and warehouse facilities. We specialize in designing computer-controlled and automated powered roller conveyors for use in warehouse operations and distribution systems.
Ÿ  Steel Erection.    Through our LICO Steel operation, we erect structural steel in commercial buildings. We primarily act as a subcontractor in the construction of manufacturing plants and warehouse facilities in the Kansas City area.
Ÿ  Manipulators and Light-Rail Systems.    We manufacture two lines of sophisticated operator-controlled manipulators under the names Positech and Conco. These products are articulated mechanical arms with specialized end tooling designed to perform lifting, rotating, turning, tilting, reaching and positioning tasks in a manufacturing process. We can offer custom-designed hydraulic, pneumatic and electric manipulators utilizing various models and size configurations for a wide variety of applications where the user requires multi-axial movement in a harsh or repetitive environment. In fiscal 2001, we introduced light-rail systems that are portable steel overhead beam configurations used at workstations, from which hoists are frequently suspended.
Ÿ  Scissor Lift Tables.    Our American Lifts division manufactures powered scissor lift tables. These products enhance workplace ergonomics and are sold primarily to customers in the manufacturing, construction, general industrial and air cargo industries.
Sales and Marketing
The products and services of the Solutions segment are sold primarily to large sophisticated corporate end-users, including Federal Express, UPS, United Biscuits, Lego, John Deere, Lowe’s and other industrial companies, systems integrators and distributors. In the sale of our integrated material handling conveyor systems, we act as a prime contractor with turnkey responsibility or as a supplier working closely with the customer’s general contractor. Sales are generated by internal sales personnel and rely heavily on engineer-to-engineer interactions with the customer. The process of generating client contract awards for integrated conveyor systems generally entails receiving a request- for-quotation from customers and undergoing a competitive bidding process. The Solutions segment also sells manipulators, light-rail systems and scissor lift tables through its internal sales force and through specialized independent distributors and manufacturers representatives.
Customer Service and Training
The Solutions segment offers a wide range of value-added services to customers including: an engineering review of the customer’s processes; an engineering solution for identified material handling problems; project management; and custom design, manufacturing and installation services. We also offer after-sales services including operator training and maintenance. The typical length of after-sales service varies depending on customer requirements and supplemental training courses are offered as needed.
Backlog
Revenues from our Solutions segment are generally recognized within one to six months. Our backlog of orders at March 31, 2002 was approximately $15.0 million compared to approximately $13.5 million at March 31, 2001.

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Competition
The principal competitive factors affecting the market for the products and services of our Solutions segment include application solutions, performance and price. The process of generating client contract awards for these businesses generally entails receiving a request-for-quotation from end-users and undergoing a competitive bidding process. Our Solutions segment competes primarily with Crisplant, Diafuku, Swisslog, Gorbel and Southworth.
Employees
At March 31, 2002, our continuing operations had 3,074 employees, 2,263 in the U.S., 224 in Canada, 106 in Mexico and 481 inLatin America, Europe, Africa and Asia. At December 31, 2020, we had 2,648 employees globally. Approximately 8008% of our employees are represented under ninetwo separate U.S. or Canadian collective bargaining agreements, which terminate atexpire May 2021 and September 2021. We also have various times between August 2002 and April 2007.labor agreements with our non-U.S. employees, which we negotiate from time to time. We believe that our relationshiphave good relationships with our employees and positive, productive relationships with our unions. We believe the risk of employee or union led disruption in production is good.
Raw Materials and Components
Our principal raw materials and components are steel, consistingremote. The acquisition of structural steel, processed steel bar, forging bar steel, steel rod and wire, steel pipe and tubing and tool steel; electric motors; bearings; and gear reducers; castings; and electro-mechanical components. These commodities are all available from multiple sources. We purchase most of these raw materials and components from a limited number of strategic and preferred suppliers under long-term agreements which are negotiated on a company-wide basis through our Purchasing Council to take advantage of volume discounts and to protect us from price increases. Although the steel industry is cyclical and steel prices can fluctuate, we have not been significantly impacted in recent years by increases in steel prices. We estimate the recently enacted U.S. steel tariffs will result in a 3% increase in our steel raw materials costs. We generally seek to pass on materials price increasesDorner adds approximately 400 employees to our customers, although a lag period often exists.global workforce and four primary manufacturing facilities.

Successful execution of our way forward is dependent on attracting, developing, and retaining key employees and members of our management team, which we achieve through the following:

We always begin with people and values at the center of all that we do and at the heart of our corporate social responsibility efforts. The Company’s people and the behaviors they display define our success, including integrity, respect and teamwork. Many of our material social factors, including Employee Health and Safety, Training and Development, Talent Recruitment and Retention, Diversity, Equity and Inclusion, and Community Involvement, are directly connected to our commitment to people and values. Our ability to pass on these increases is determined by competitive conditions.

Manufacturing
We manufacture approximately 90% of the products we sell. Additionally, we outsource components and finished goods from an established global network of suppliers. We regularly upgrade our manufacturing facilities and invest in tooling, equipment and technology. We have implemented Lean Manufacturing in our plants which has resulted in inventory reductions, reductions in required manufacturing floor area, shorter product lead time and increased productivity.
Our manufacturing operations are highly integrated. Although raw materials and some components, such as motors, bearings, gear reducers, castings and electro-mechanical components, are purchased, our vertical integration enablespeople enable us to produce many of the components usedgrow, and our values ensure we grow responsibly and sustainably.

The Company believes strongly in the manufacture ofworkplace safety. We feel it is critical to ensure our products. We manufacture hoist lifting chain, steel forged gear blanks, lift wheels, trolley wheels, hooks and other attachments for incorporation into our hoist products. These products are also sold as spare parts for hoist repair. Additionally, our hoists are used as components in the manufacture of crane systems by us and by our end-users. We believe this vertical integration results in lower production costs, greater manufacturing flexibility and higher product quality, and reduces our reliance on outside suppliers.

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Environmental and Other Governmental Regulation
Like many manufacturing companies, we are subject to various federal, state and local laws relating to the protection of the environment. To address the requirements of such laws, we have adopted a corporate environmental protection policy which provides that all of our owned or leased facilities shall, and all ofmost valuable assets, our employees, have a safe environment to work in every day. We added safety as our first core value as we entered fiscal 2021, recognizing the dutysignificant impact of the COVID-19 pandemic on everyone’s lives. “Connect safety to complyeverything you do” highlights the importance of safety as a table stake to our culture. As a permanent agenda item at all management meetings, safety comes first. For fiscal 2021, the Company had an overall safety incident rate of 0.74 (number of injuries and illnesses multiplied by 200,000, divided by hours worked).

We are committed to embracing diversity, equity and inclusion and making it a part of everything we do. We know the positive impact diverse and inclusive teams have on our business, employees, customers, and communities around the world. We are dedicated to building a company that future generations can be proud of and a team that embraces diversity and appreciates differences across the enterprise. In fiscal 2021, we made diversity, equity and inclusion a strategic development area and hired a Director of Talent and Diversity, Equity and Inclusion to raise awareness and drive behaviors aligned to our values. We have embedded diversity, equity and inclusion into the People and Values framework of the Columbus McKinnon

Business System. We are working to create an environment of inclusion. We launched virtual training series modules around diversity, inclusion and unconscious bias. We have updated our core value “Win as a team” to specifically address embracing diversity.

In response to the COVID-19 pandemic, we immediately mobilized an Enterprise Covid-19 Task Force and local task forces at each of our manufacturing sites and worked diligently to stay current with all applicable environmental regulatory standards,constantly evolving information. With guidance from the World Health Organization, U.S. Centers for Disease Control and Prevention, and other health organizations around the world, we have initiated an environmental auditing program forimplemented strict safety protocols at our sites, such as face covering requirements, daily temperature testing, social distancing, and frequent cleaning and sanitizing measures to keep our employees safe. We had regular communication with employees to keep them abreast of the corporate-wide expectations and posted signage throughout our facilities to ensure complianceremind our associates of the new heightened safety protocols. All associates who were able to work remotely were asked to do so and all safety protocols and policies were kept up to date by the Enterprise Covid-19 Task Force and documented in a Company “playbook.”

We also recognize our corporate responsibility to advance our Environmental Social and Governance (“ESG”) efforts and to be held accountable for making progress. We are making significant investments in our people and systems to enable meaningful progress in areas including, but not limited to, environmental stewardship, safety for our employees, workplace diversity and inclusion, connecting with such regulatory standards.our communities, and strong governance and risk management. We are taking deliberate steps to fully integrate ESG into our enterprise strategy, our business system, and our daily actions.

Our focus for the fiscal year ended March 31, 2021 was to develop and formalize our ESG strategy and build the framework that will enable us to prosper on this exciting journey. Our main objectives for the fiscal year ended March 31, 2021 included:

lay the foundation for our ESG journey with solid processes and policies;

make significant investments in forward advancement of ESG (People & Technology enablers);

perform extensive data collection and analysis to identify areas for improvement;

establish fiscal 2021 as our baseline year for ESG metrics;

perform materiality and risk assessments to allow for discipline and focus regarding ESG efforts; and

be more transparent with internal and external stakeholders through communications and public disclosures.

As we look forward to our fiscal year ending March 31, 2022 and beyond, we will continue evolving and improving. We have also established managerial responsibilitiesset aggressive targets and internal communication channelsaspirational goals for dealing with environmental compliance issues that may arise in the course of our business. Because of the complexityourselves, and changing nature of environmental regulatory standards, it is possible that situations will arise from time to time requiring us to incur expenditures in order to ensure environmental regulatory compliance. However, we are not aware of any environmental condition or any operation at any ofcommitted to holding ourselves accountable to our facilities, either individually or in the aggregate, which would cause expenditures having a material adverse effect on our results of operations or financial condition and, accordingly, have not budgeted any material capital expenditures for environmental compliance for fiscal 2002.

Certain federal and state laws, sometimes referred to as Superfund laws, require certain companies to remediate sites that are contaminatedcommitments by hazardous substances. These laws apply to sites owned or operated by a company, as well as certain off-site areas for which a company may be jointly and severally liable with other companies or persons. The required remedial activities are usually performed in the context of administrative or judicial enforcement proceedings brought by regulatory authorities. We have been identified by the New York State Department of Environmental Conservation, or NYSDEC, along with other companies, as a potentially responsible party, or PRP, at the Frontier Chemical Site in Pendleton, New York, a site listed on NYSDEC’s Registry. From 1958 to 1977, the Pendleton Site had been operated as a commercial waste treatment and disposal facility. We sent waste pickling liquor generated at our facility in Tonawanda, New York, to the Pendleton Site during the period from approximately 1969 to 1977, and we participated with other PRPs in conducting the remediation of the Pendleton Site under a consent order with NYSDEC. Construction in connection with the remediation has been completed and this project is currently in its operations and maintenance phase. As a result of a negotiated cost allocation among the participating PRPs, we have paid our pro rata share of the remediation construction costs and accrued our share of the ongoing operations and maintenance costs. As of March 31, 2002, we have paid approximately $1.0 million in remediation and ongoing operations and maintenance costs associated with the Pendleton Site. The participating PRPs have identified and commenced a cost recovery action against a number of other parties who sent hazardous substances to the Pendleton Site. If the currently non-participating parties identified by the participating PRPs pay their pro rata shares of the remediation costs, then our share of total site remediation costs will decrease. Full settlements have been reached with 111 of the 113 defendants in the cost recovery action, and settlements in principle have been reached with the remaining two defendants. All settlement payments in connection with the Pendleton Site are being held in a trust account pending a final allocation. We have also enteredembedding them into a settlement agreement with one of our insurance carriers in the amount of $0.7 million in connection with the Pendleton Site and have received payment in full of the settlement amount.
For all of the currently known environmental matters, we have accrued a total of approximately $0.7 million as of March 31, 2002, which, in our opinion, is sufficient to deal with such matters. Further, our management believes that the environmental matters known to, or anticipated by, us should not, individually or in the aggregate, have a material adverse effect on our operating results or financial condition. However, there can be no assurance that potential liabilities and expenditures

37

associated with unknown environmental matters, unanticipated events, or future compliance with environmental laws and regulations will not have a material adverse effect on us.
Our operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally OSHA and regulations thereunder. We believe that we are in material compliance with these laws and regulations and do not believe that future compliance with such laws and regulations will have a material adverse effect on our operating results or financial condition.
Properties
We maintain our corporate headquarters in Amherst, New York and conduct our principal manufacturing at the following facilities:
Location
Products/Operations
Square Footage
Owned or Leased
Business Segment
United States:
Muskegon, MIHoists500,000OwnedProducts
Charlotte, NCIndustrial components250,000OwnedProducts
Tonawanda, NYManipulators, light-rail and forged products187,600OwnedSolutions
Wadesboro, NCHoists180,000OwnedProducts
Lexington, TNChain153,200OwnedProducts
Forest Park, ILCranes116,000OwnedProducts
Cedar Rapids, IAForged attachments100,000OwnedProducts
Reform, ALStampings99,800OwnedProducts
Eureka, ILCranes91,300OwnedProducts
Damascus, VAHoists87,400OwnedProducts
Chattanooga, TNForged attachments77,000OwnedProducts
Greensburg, INScissor lift tables60,000OwnedSolutions
Laurens, IAManipulators50,400OwnedSolutions
Claremore, OKCranes42,000OwnedProducts
Lisbon, OHHoists37,000OwnedProducts
Cleveland, TXCranes35,000OwnedProducts
Chattanooga, TNForged attachments33,000OwnedProducts
Sarasota, FLTire shredders25,000OwnedSolutions
Blaine, WAChain15,800OwnedProducts
International:
Cobourg, Ontario, CanadaChain and hoists125,000OwnedProducts
Santiago, Tianguistenco, MexicoHoists and chain85,000OwnedProducts
Arden, DenmarkProject design and conveyors70,500OwnedSolutions
Velbert, GermanyHoists56,000LeasedProducts
Chester, United KingdomPlate clamps47,900LeasedProducts
Stoney Creek, Ontario, CanadaCranes42,400OwnedProducts
Hangzhou, ChinaMetal fabrication, textiles and textile strappings37,000LeasedProducts
Chester, United KingdomPlate clamps25,400OwnedProducts
Romeny-sur-Marne, FranceRotary unions21,600OwnedProducts
Hangzhou, ChinaTextile strappings20,000LeasedProducts
Arden, DenmarkProject construction19,500LeasedSolutions
Vierzon, FranceHoists14,000LeasedProducts
Hangzhou, ChinaHoists and hand pallet trucks7,200LeasedProducts

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In addition, we have a total of 32 sales offices, distribution centers and warehouses. We believe that our properties have been adequately maintained, are in generally good condition and are suitable for our business as presently conducted. We also believe our existing facilities provide sufficient production capacity for our present needs and for our anticipated needs in the foreseeable future. Upon the expiration of our current leases, we believe that either we will be able to secure renewal terms or enter into leases for alternative locations at market terms.
Legal Proceedings
From time to time, we are named a defendant in legal actions arising out of the normal course of business. We are not a party to any pending legal proceeding other than ordinary, routine litigation incidental to our business. We do not believe that any of our pending litigation will have a material impact on our business. We maintain liability insurance against risks arising out of the normal course of business. This insurance coverage is obtained through our wholly-owned insurance subsidiary of which we are the sole policy holder. The limits of this coverage are $2.0 million per occurrence and $5.0 million aggregate per year. We obtain additional insurance coverage from independent insurers in excess of these limits.

goals.

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MANAGEMENTManagement

Directors and Executive Officersexecutive officers

Our directors and executive officers and their ages as of June 8, 2002April 15, 2021 are as follows:

Name
 
AgeName
  
Age
Position
Herbert P. Ladds, Jr.Richard H. Fleming  6973    Chairman of the Board
Timothy T. Tevens

David J. Wilson

  4652 Director, President and Chief Executive Officer and 

Nicholas T. Pinchuk

74Director
Robert L. Montgomery, Jr.64Executive Vice President, Chief Financial Officer and Director
L. David Black (1)(2)

Liam G. McCarthy

 65 Director
Carlos Pascual (1)(2)

Heath A. Mitts

  5650    Director
Richard H. Fleming (1)(2)

Kathryn V. Roedel

  5460    Director
Ned T. Librock

Aziz S. Aghili

  4962Director

Jeanne Beliveau-Dunn

61Director

Bert A. Brant

60    Vice President – SalesGlobal Manufacturing Operations
Karen L. Howard

Appal Chintapalli

  4045    Vice President – ControllerEngineered Products Group
Joseph J. Owen

Alan S. Korman

  4160    Vice President – Strategic IntegrationCorporate Development, General Counsel,
Chief Human Resources Officer & Secretary
Ernst K. H. Marburg

Mario Y. Ramos Lara

  6748    Vice President – Total Quality and StandardsGlobal Product Development
Robert H. Myers, Jr.

Peter M. McCormick

  5960    Vice President – Human ResourcesCrane Solutions Group
Lois H. Demler

Mark Paradowski

  6451 Corporate SecretaryVice President Information Services
John R. Hansen

Gregory P. Rustowicz

  6361 Vice President Finance and Chief Financial Officer and Treasurer
(1)

Kurt F. Wozniak

  Member of the Compensation and Nomination/Succession Committee.
(2)57 Member of the Audit Committee.Vice President Industrial Products Group

Herbert P. Ladds, Jr.Richard H. Fleming has been a Directorwas the Chief Financial Officer of our company since 1973USG Corporation (NYSE: USG) for approximately 18 years and was elected Chairmanits Executive Vice President and CFO from 1999 until his retirement in 2012. USG is a manufacturer of high-performance building systems for the construction and remodeling industries. Prior to joining USG, Mr. Fleming was employed by Masonite Corporation, which was acquired by USG in 1984. During his 39-year career with Masonite and USG, Mr. Fleming held various operating and finance positions. In addition to being the board chair of Columbus McKinnon, Mr. Fleming also assumed the role of Interim CEO on January 10, 2020 until June 1, 2020 when Mr. Wilson was hired as Chief Executive Officer. Mr. Fleming also serves as a member of the Board of Directors in January 1998. Mr. Ladds served as our Chief Executive Officer from 1986 until his retirement in July 1998. Mr. Ladds served as our President from 1982 until January 1998, our Executive Vice President from 1981 to 1982of Boise Cascade Company (NYSE: BCC) and our Vice President – Sales & Marketing from 1971 to 1980. Mr. LaddsOE Holdings, LLC, a private company. In addition, he is also a director for several not-for-profit entities including UCAN and the University of Utica Mutual Insurance Company, Eastman Worldwide, R.P. Adams Company, Inc.the Pacific. Mr. Fleming’s qualifications to serve on the Board include his senior leadership and Fibron Products, Inc.public company board and governance experience in global manufacturing companies and his high level of expertise and background in finance and accounting matters and strategic planning.

Timothy T. Tevens was elected President and a Director of our company in January 1998 and assumed the duties of Chief Executive Officer in July 1998. From May 1991 to January 1998, Mr. Tevens served as our Vice President – Information Services and was elected Chief Operating Officer in October 1996. From 1980 to 1991, Mr. Tevens was employed by Ernst & Young LLP in various management consulting capacities.

Robert L. Montgomery, Jr.David J. Wilson joined us in 1974. Mr. Montgomery has servedColumbus McKinnon on June 1, 2020 as our Executive Vice President and Chief Financial Officer since 1987 and as a Director of our company since 1982. Prior to joining us, Mr. Montgomery was employed as a certified public accountant by PricewaterhouseCoopers LLP.
L. David Black has been a Director of our company since 1995. Mr. Black was the Chairman of the Board of JLG Industries, Inc., from 1993 until his retirement in February 2001. In addition, Mr. Black served as its President and Chief Executive Officer and a Director. Prior to joining Columbus McKinnon, Mr. Wilson served as President of Flowserve Corporation’s Pumps Division from 1991 until September 2000.2018 to 2020. He joined Flowserve in 2017 as President of the Industrial Pumps Division. Previous

40

to Flowserve, Mr. Wilson was the President of the Industrial segment of SPX FLOW, Inc. He was with SPX Corporation, and subsequently SPX FLOW, between 1998 and 2017 and held senior leadership positions in each of the company’s operating segments, including six years in Asia while serving as the President of Asia Pacific and several years leading strategy and corporate development initiatives. Prior to joining SPX, Mr. Wilson held operating and engineering leadership positions at Polaroid Corporation. He currently serves on the Board of Trustees of the Manufacturers Alliance for Productivity and Innovation (MAPI) and previously served on the Board of Directors of the Hydraulic Institute and the Board of Trustees of the Maine College of Art (MECA). Mr. Wilson’s qualifications to serve on the Board include his senior leadership, operational excellence and customer-centric commercial experience, international and business development skills and demonstrated track record for delivering results.

Carlos PascualNicholas T. Pinchuk has been a Directoris the Chairman, CEO, and President of our company since 1998. Since August 1999,Snap-on Incorporated (NYSE: SNA), an S&P 500 company. Prior to that, Mr. Pascual has been ExecutivePinchuk served as Senior Vice President and President of Developing MarketsSnap-on’s Worldwide Commercial and Industrial Group since June 2002. Before joining Snap-on, Mr. Pinchuk served in several executive operational and financial management positions at United Technologies Corporation, including President, Global Refrigeration Operations for Xerox. From January 1999of its Carrier Corporation unit and President of Carrier’s Asia-Pacific Operations. He also served in financial and engineering managerial staff positions at the Ford Motor Company from 1972 to August 1999,1983. Mr. PascualPinchuk served as Deputy Executive Officer of Xerox’s Industry Solutions Operations. From August 1995 to January 1999, Mr. Pascual served as President of Xerox Corporation’san officer in the United States CustomerArmy in Vietnam. Mr. Pinchuk’s qualifications to serve on the Board include his senior leadership and public company board and governance experience and his manufacturing and international operations expertise, especially in Asia-Pacific.

Liam G. McCarthy retired in June 2017 from Molex LLC (previously NASDAQ: MOLX, acquired in 2013 by Koch Industries, Inc.). Mr. McCarthy served Molex in various executive and management capacities, including President and Chief Supply Chain Officer through June 2017; President and Chief Operating Officer through December 2015; Vice President, Operations, Europe from 2001 to 2005; President, Data Communications Division, Americas Region from 1998 to 2001; General Manager, Singapore from 1993 to 1998; Regional Marketing Manager, Far East South Region from 1991 to 1993; and Materials Director, Singapore from 1989 to 1991. Mr. McCarthy’s qualifications to serve on the Board include his extensive global leadership experience, having held significant executive roles in Operations and from July 1997 to January 1999 he alsoBusiness development while living in Asia, Americas and Europe. He has served as a Senioron several boards including the Molex board of Koch Industries, the Chicago Council on Global Affairs, the Singapore National Science and Technology Council and on Singapore’s Economic Development Board.

Heath A. Mitts is Executive Vice President and CFO at TE Connectivity Ltd. (NYSE: TEL). He was appointed to the TE Connectivity Board of Xerox Corporation.Directors in March 2021. Prior thereto, he served in various capacities with Xerox Corporation.

Richard H. FlemingMr. Mitts was elected a Director of our company in March 1999. In February 1999, Mr. Fleming was appointed ExecutiveSenior Vice President and Chief Financial Officer of USGIDEX Corporation (NYSE: IEX). Prior to joining IDEX Corporation, Mr. Mitts was at PerkinElmer, Inc. in various senior financial management roles in both North America and in Singapore. He went to PerkinElmer after five years at Honeywell where he gained world-class training in financial planning and analysis, progressing through various managerial roles including Director of Finance. Mr. Mitts qualifications to serve on the Board include his senior leadership and governance experience, his high level of finance and accounting background and his international industrial experience.

Kathryn V. Roedel retired in 2016 from her position of EVP, Chief Services and Fulfillment Officer at Sleep Number Corporation (NASDAQ: SCSS), a direct to consumer, vertically integrated mattress retailer and manufacturer. Prior to joining Sleep Number in 2005, Ms. Roedel held VP and General Management positions in operations, supply chain, services and continuous improvement, spanning 22 years with General Electric’s Healthcare and Information Services businesses. Ms. Roedel also serves on the Board of Directors of Generac Holdings, Inc. (NYSE: GNRC) and The Jones Family of Companies, a private company. Ms. Roedel’s qualifications to serve on the Board include her senior leadership, public company board and governance experience and her international supply chain experience.

Aziz S. Aghili is Executive Vice President Dana, President Off-Highway Drive and Motion Technologies for Dana Incorporated and resides in Europe. Mr. Aghili joined Dana in 2009 as President of Dana Europe, before being named President of Dana Asia-Pacific in 2010. Prior thereto, he spent more than 20 years at ArvinMeritor, where he most recently served as Vice President and General Manager of Body Systems. Additionally, he held strategic leadership positions around the world, including Vice President and General Manager of Asia Pacific and Vice President of Global Procurement, Commercial Marketing, and Business Development Asia Pacific. Before joining ArvinMeritor, he worked for Nissan Motor Company and General Electric Plastics. Mr. Aghili’s qualifications to serve on the Board include his senior leadership and governance experience and his global manufacturing and operations experience.

Jeanne Beliveau-Dunn is the Chief Executive Officer and President of Claridad LLC. Prior to her tenure at Claridad, Ms. Beliveau-Dunn worked for twenty-two years in a variety of management positions at Cisco Systems Inc., which included eleven years as Vice President and General Manager of Services. Prior thereto, she ran business operations at Micronics Computers and the secure systems product lines for Wang Laboratories. Ms. Beliveau-Dunn served as President of the Board of the IoT Talent Consortium, a membership-driven non-profit organization from 2016 through March 2018, and serves on the Boards of Directors of Xylem Inc. (NYSE: XYL) and Edison International Inc. (NYSE: EIX) and its subsidiary Southern California Edison (SCE). Ms. Beliveau-Dunn’s qualifications to serve on the Board include her senior leadership, public company board and governance experience.

Bert A. Brant joined the Company in February 2018 as Vice President Global Manufacturing Operations. Prior to that he was SVP, Global Operations for Colfax Fluid Handling, a division of Colfax Corporation. Prior to joining Colfax in 2014, he led operations in the United States, Mexico and Canada for Apex Tool Group. He held other manufacturing and operational leadership roles at Pergo LLC, Rexnord Corporation and Denso Manufacturing, where he was trained by Toyota in Japan on the Toyota Production System.

Appal Chintapalli joined the Company in March 2018 as the Vice President Engineered Products Group. Prior thereto, he was General Manager and Vice President of IT & Edge Infrastructure EMEA in Germany for Vertiv. Previously, he worked in a number of positions for Emerson including Vice President of Marketing for Emerson Network Power EMEA in London, UK, and in the United States, Vice President of Enterprise Services for the Emerson Climate Division, and Corporate Marketing Manager. Mr. FlemingAppal holds an MBA from Harvard Business School, and a Bachelor and Master of Science in Chemical Engineering.

Alan S. Korman joined the Company in January 2011 as General Counsel and Assistant Secretary. In July 2011, he was elected V.P., General Counsel and Corporate Secretary. In 2015 he assumed the role of Corporate Development and in November 2017 the role of Chief Human Resources Officer. From 1994 until January 2011, he served USG Corporation in various senior executive financial capacities,positions of responsibility at Ivoclar Vivadent, Inc., including Senior Vice President, General Counsel and Secretary, and President of Pentron Ceramics, Inc.

Mario Y. Ramos Lara joined the Company in June 2018 as Vice President Global Product Development. Prior thereto, he spent 18 years in various roles at Schneider Electric, most recently Vice President, Strategic Marketing, Product Management and Partnerships for Schneider’s Final Distribution line of business. Other positions at Schneider included Vice President, Global Engineering, Director of Engineering for Low and Medium Voltage Equipment and Director, Global Technology Center in Monterrey, Mexico. Mario holds an MBA from Vanderbilt, and a Bachelor and Master of Science in Mechanical Engineering.

Peter M. McCormick joined the Company in 2015 with the acquisition of Magnetek. He served as President/CEO of Magnetek from 2008 until 2016. From 2006 to 2008, he was Executive VP and COO of Magnetek. In 2016, he assumed the role of Integration Manager STAHL. In 2017, he was appointed Vice President Crane Solutions Group.

Mark Paradowski joined the Company in 1997 as a Technical Manager. In August 2013, he was named Vice President—Information Services. Prior to that, he served as Director—Global Information Systems after having served as Director Information Services. Before joining the Company, Mr. Paradowski held various positions with Oracle Corporation and Electronic Data Systems (EDS).

Gregory P. Rustowicz joined the Company in August 2011 as Vice President Finance and Chief Financial Officer from January 1995 to February 1999 and Treasurer. From 2007, he was Vice President Finance and Corporate Treasurer at Momentive Performance Materials Inc. Prior thereto, he spent 20 years in various financial management positions for PPG Industries, Inc., including Group CFO for the Glass, Fiber Glass and Chemicals Businesses, CFO for Transitions Optical, Inc., and Assistant Treasurer and Global Credit Director. Prior to PPG, he worked as a CPA for KPMG.

Kurt F. Wozniak joined Columbus McKinnon in 1999. He was named Vice President Industrial Products Group in 2017. Prior thereto, he was Vice President—Americas from April 2014. Since July 2012, he served as the Vice President—Latin America. Prior to that, he had been Managing Director – Latin America since July 2010. He has also served as Director, Corporate Development and Director, Materials Management. Previously, Mr. Wozniak was a management consultant with Ernst & Young LLP.

Compensation of directors and executive officers

Director compensation

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2021, each non-employee director was eligible to receive an annual cash retainer of $65,000, plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:

Chairman of the Board

  $60,000 

Audit Committee Chair

   20,000 

Compensation and Succession Committee Chair

   20,000 

Corporate Governance and Nomination Committee Chair

   20,000 

In fiscal 2021, the equity-based portion of each non-employee director’s annual retainer consisted of 1,500 restricted stock units (“RSUs”), which vest over a three year period, and 1,801 shares of common stock that vested immediately.

The following table sets forth the compensation of the Company’s directors for the fiscal year ended March 31, 2021.

     
Director  

Fees Earned or Paid
in Cash(1)

($)

   

Stock
Awards(2),(3)

($)

   

All Other

Compensation(4)

($)

   

Total(5)

($)

 

Aziz S. Aghili

   65,000    109,989    23    175,012 

Jeanne Beliveau-Dunn

   65,000    109,989    —    174,989 

Richard H. Fleming(6)

   93,750    109,989    51    203,790 

Liam G. McCarthy

   82,500    109,989    51    192,540 

Heath A. Mitts

   85,000    109,989    51    195,040 

Nicholas T. Pinchuk

   65,000    109,989    51    175,040 

Kathryn V. Roedel

   75,000    109,989    23    185,012 

R. Scott Trumbull(7)

   49,253    109,989    161    159,403 

Ernest R. Verebelyi(8)

   32,500    109,989    107    142,596 

David J. Wilson(9)

   —    —    —    — 

(1)For each director, the amount set forth in the fees earned or paid in cash column reflects the annual director cash retainer in the amount of $65,000. In addition, for Mr. Fleming includes the Chairman of the Board fee earned for fiscal year 2021 in the amount of $45,000 and for Messrs. McCarthy, Mitts and Trumbull and Ms. Roedel includes committee chair fees earned for fiscal year 2021.

(2)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of common stock ($60,009 for each director) and RSUs ($49,980 for each director). The grant date fair value for each share of restricted stock and RSUs is equal to the market price of our common stock on the date of grant. This figure includes the 1,500 RSUs granted annually, which vest over three years, as well as the $60,009 in shares of common stock that were granted with immediate vesting provisions.

(3)As the Company’s director compensation program includes RSUs that vest over a three year period, the following directors held the following number of unvested RSUs as of March 31, 2021: Mr. Aghili: 2,625 unvested RSUs; Ms. Beliveau-Dunn: 1,500 unvested RSUs; Mr. Fleming: 2,625 unvested RSUs; Mr. McCarthy: 2,625 unvested RSUs; Mr. Mitts: 2,625 unvested RSUs; Mr. Pinchuk 2,625 unvested RSUs; and Ms. Roedel: 2,625 unvested RSUs.

(4)All other compensation column consists of cash received in lieu of fractional shares.

(5)No additional fees are paid for attendance at Board or committee meetings. Our directors are reimbursed for reasonable expenses incurred in attending such meetings.

(6)Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. The amounts presented in this table represent the fees earned by Mr. Fleming during fiscal 2021 in his capacity as Chairman of the Board, including $45,000 for his service as Chairman of the Board after the completion of his service as our Interim President and Chief Executive Officer. For more information about the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary compensation table” below.

(7)Mr. Trumbull served as a director of the Company until August 29, 2020.

(8)Mr. Verebelyi deferred 100% of the cash retainer into the Columbus McKinnon Nonqualified Deferred Compensation Plan. Mr. Verebelyi served as a director of the Company until July 20, 2020.

(9)Mr. Wilson received no separate compensation as a director of the Company.

Compensation discussion and analysis

Executive compensation practices

What we doWhat we don’t do
Pay for Performance PhilosophyNo Excise Tax Gross Ups Upon Change-in-Control
Minimum Stock Ownership Policy for Named Executive Officers (“NEOs”)No Excessive Executive Perquisites
Double Trigger Equity Acceleration Upon a Change-in-ControlNo Tax Gross Ups on Perquisites or Benefits
Independent Consultant Retained by Compensation & Succession CommitteeNo Repricing of Underwater Stock Options Without Stockholder Approval
Regular Review of Share UtilizationNo Inclusion of Long-term Incentive Awards in Severance or Retirement Benefit Calculations
Maintain a Clawback PolicyNo Permitted Hedging, Short Sales or Derivative Transactions in Company stock
Review Compensation Related RisksNo Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs

Overview, philosophy and objectives

We are one of the world’s largest producers of hoists with a leading precision conveyors platform that, we believe, is poised for significant growth. We are the number one producer of hoists in the United States and the second largest producer globally. Our Dorner brand is a leading North American manufacturer of precision conveying systems. We achieved our leadership position in hoists, material handling digital power control systems and high precision conveyor systems through strategic acquisitions, our extensive, diverse and well-established distribution channels and product innovation and quality. The substantial breadth of our product offering and broad distribution channels in the United States and Europe provide us a strategic advantage in our markets. We provide highly relevant, professional-grade solutions for solving customers’ critical material handling requirements with intelligent motion across broad geographic coverage through expansive distribution channels in approximately 50 countries. With over 145 years of product innovation and approximately 3,000 employees providing expertise worldwide, we believe that we are a seasoned leader with an extensive history of safely, efficiently, ergonomically and intelligently moving materials.

The successful execution of our business strategy depends on our ability to attract, motivate, reward and retain executive talent with the skills to foster innovative product and service development and grow the business in developing markets with the greatest opportunity. Our executive compensation program is guided by the following objectives:

Our compensation program should be comprehensive, consisting of base salary, annual incentives, long-term incentives and benefits, designed to support our objective of providing superior value to shareholders and customers;

Our compensation program should be designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short, intermediate and long-term results;

The Company places the majority of pay “at risk” for senior executives, with the variable component of pay increasing with responsibility;

The Compensation and Succession Committee (the “Compensation Committee”) designed the fiscal year 2021 executive compensation program so that performance-based pay elements (Annual Incentive Pay and Long-Term Incentive Awards) comprised a significant portion of total compensation in support of the Compensation Committee’s objective to align the NEO’s interests with those of our shareholders; and

Each year, our Compensation Committee works closely with the Company’s leadership team to refine our executive compensation program to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation so that executives are rewarded for results that create long-term shareholder value.

Overview of fiscal year 2021 performance-based compensation

For fiscal 2021, our priorities focused on increasing shareholder value by driving profitable growth. Accordingly, our Annual Incentive Plan for fiscal year 2021 was designed to focus on increasing consolidated operating income, targeted business unit operating income and free cash flow for paying down debt. Due to the COVID-19 pandemic, target payouts under our Annual Incentive Plan for fiscal 2021 were reduced by 50%.

Our NEOs received one-third of their fiscal 2021 long-term incentive compensation in the form of performance RSUs, which are contingent upon achievement of return on invested capital (“ROIC”) goals based on final fiscal year 2023 results. For the fiscal year 2021 grants, the performance period was changed from two years to three years to smooth the near-term impact of the COVID-19 pandemic.

The Compensation Committee’s role

The Compensation Committee establishes performance objectives for the Chief Executive Officer (“CEO”) based on our annual business plan and long-term strategic goals approved by the Board. Progress against these goals is monitored by the Compensation Committee on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against these goals annually, with input to the evaluation from all independent directors. The Compensation Committee also considers market data validated by our independent compensation consultant, comparisons of our performance to our peers, strategic achievements during the year, such as acquisitions and their integration into our business and value-creating divestitures. Based on these factors, the Compensation Committee makes recommendations concerning base salary increases, annual incentive award targets and payments under the Annual Incentive Plan and targets and awards under our long-term incentive program. The Compensation Committee has regularly scheduled executive sessions to discuss CEO performance and compensation and other matters without any executive officers present. All aspects of the CEO’s compensation are approved by our full Board upon recommendations made by the Compensation Committee, which is comprised entirely of independent directors.

Except for the CEO and Chief Financial Officer (“CFO”), the Compensation Committee reviews and approves base salary increases, Annual Incentive Plan targets and awards, long-term incentive program targets and awards and similar arrangements for the other NEOs in the summary compensation table below after receiving recommendations from January 1994 to January 1995.

our CEO with input from the Chief Human Resource Officer (“CHRO”) and our independent compensation consultant. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs, as well as all other executive officers, except for the CEO and CFO. All aspects of the CEO’s and CFO’s compensation are finally approved by our full Board.

Ned T. LibrockCompensation Committee advisors was elected

The Compensation Committee has the authority under its charter to engage the services of outside consultants to determine the scope of the consultants’ services and to terminate such consultants’ engagement. In fiscal year 2021, the Compensation Committee continued its engagement of Exequity LLP (“Exequity”), an independent compensation consulting firm, to advise the Compensation Committee on certain matters related to executive compensation including:

Our compensation program should be comprehensive, consisting of base salary, annual incentives, long-term incentives and benefits, designed to support our Vice President – Salesobjective of providing superior value to shareholders and Marketingcustomers;

Our compensation program should be designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short, intermediate and long-term results; and

Our business success depends on our ability to attract and retain executive talent by providing competitive compensation opportunities.

In fiscal 2021, Exequity reviewed market data based upon the Company’s target labor market for executive talent, presented market trends, proposed compensation and consulted on compliance issues. Additionally, Exequity attended in November 1995. Mr. Librockperson or by telephone all Compensation Committee meetings.

Management’s role in the compensation-setting process

Our management is involved in the following executive compensation processes: (1) the CHRO develops and oversees the creation of background and supporting materials for distribution to the Compensation Committee prior to its meetings; (2) the CEO and CHRO attend all Compensation Committee meetings, except the executive sessions of the meetings; (3) the CEO and CHRO annually present and make recommendations to the Compensation Committee relating to annual incentives and long-term incentive plan designs and changes, if warranted; (4) the CEO recommends to the Compensation Committee base salary, target annual incentive and target long-term incentive adjustments for all executives, excluding the CEO; (5) the CHRO receives executive session decisions, actions and underlying rationale for implementation, as appropriate, following the Compensation Committee’s executive sessions; and (6) the CHRO regularly consults with and briefs the Compensation Committee chairman between scheduled Compensation Committee meetings.

Elements of our compensation program for NEOs

Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:

ElementDescriptionKey objective
Base SalaryProvide a fixed level of current cash compensation consonant with the executive’s primary duties and responsibilitiesDesigned to be market competitive and enable us to attract and retain talented executives
Short-Term Incentives—Annual IncentiveProvide “at risk” compensation directly tied to attainment of annual key business objectivesDesigned to motivate and reward achievement of financial, operational and strategic goals
Long-Term Incentives—Stock OptionsAlign executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growthDesigned to be market competitive, motivate and reward achievement of stock price growth and align executive’s interests with those of the shareholder
Long-Term Incentives—Restricted Stock Units (Time-based)Align executives with shareholders and offer retention with gradual vesting schedule. Provide motivation for long-term goals and overall growthDesigned to retain executives and align their interests with those of our shareholders
Long-Term Incentives—Restricted Stock Units (Performance-based)Provide variable compensation based on performance achieved against pre-established goalsDesigned to retain executives and align their interests with those of our shareholders
Retirement BenefitsProvide comprehensive retirement savings vehicles through qualified and non-qualified plans. Supports retention with gradual vesting scheduleMarket-based retirement programs targeted to attract and retain talented executives while encouraging retirement savings
SeveranceProvide severance protection equal to one week of salary for every year of serviceDesigned to be competitive in the market and allow for the attraction of talented candidates

Executive compensation policies and practices

In administering the compensation program, the Compensation Committee relies on market information provided periodically by its independent compensation consultant. For evaluating compensation, the Compensation Committee reviews compensation data for industrial companies of comparable size, which reflect the types of companies with which we compete for talent. Here, we use a broader industrial market reference because the number of direct product and service market competitors is limited. Many of the companies that provide similar products and services are either privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete. Historically, we have used a peer group for evaluating compensation. The peer group incorporates companies that we consider to be primary competitors for talent and capital. The peers consist of industrial companies of comparable size to us (generally one-half to twice our size in terms of revenue), which typically have significant associate populations in manufacturing, product engineering and sales. The compensation peer group for fiscal 2021 consisted of the following 22 companies:

Fiscal year 2021 peer group
Alamo Group Inc.Albany International Corp.Altra Industrial Motion Corp.
Astec Industries Inc.Barnes Group Inc.Chart Industries, Inc.
CIRCOR International, Inc.Commercial Vehicle Group, Inc.Enerpac Tool Group Corp.
EnPro Industries, Inc.ESCO Technologies Inc.Federal Signal Corporation
L.B. Foster CompanyFranklin Electric Co., Inc.Graco Inc.
Tennant CompanyKadant Inc.Standex International Corporation
Lydall, Inc.The Manitowoc Company, Inc.NN, Inc.

RBC Bearings Incorporated

The compensation consultant reviewed the market data for the peer group with members of management and the CEO to obtain their views on the relative value of each position and differences in responsibilities between our jobs and those in the comparator groups. In addition, we also consider data from compensation surveys published by leading compensation consultants and advisory firms including Mercer and Willis Towers Watson.

The survey analysis targets companies of comparable size in the manufacturing sector, supplemented with general industry data as needed. The analysis of both the peer group and published surveys includes review of target and actual base salary, annual bonus, long-term compensation and total compensation.

Our target pay mix

The total compensation package for our executive officers consists of base salary, annual incentives, long-term incentives and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our shareholders and our own subjective assessment of individual executives’ performance, growth and future potential. We have chosen a target mix of base salary, annual incentives and long-term incentives that generally reflects our peer industrial companies, with actual pay mix based on the performance of our Company and of the individual. Peer company practices will continue to be monitored as one reference point as we make decisions regarding target pay mix. However, we will also continue to make strategic decisions based on our unique business objectives and circumstances, which may differ from peer company practices and circumstances. We believe the current target pay mix achieves several important objectives: it supports a strong pay-for-performance culture; it balances the

focus on annual and long-term objectives in support of our business strategy; it satisfies the need for flexibility to motivate and reward exceptional performance.

The following table shows the dollar values and pay mix percentages of our fiscal year 2021 target direct pay opportunities for our NEOs:

      
Executive officer(1)  

Base

salary
($)

   

Annual
incentive

target

opportunity
($)(2)

   

Total Cash

compensation

opportunity
($)

   Long-Term
incentive
target
opportunity
($)		   

Total target

pay

opportunity
($)

 

David J. Wilson

   750,000    375,000    1,125,000    1,800,000    2,925,000 

President and Chief Executive Officer

   25%    13%    38%    62%    100% 

Gregory P. Rustowicz

   415,403    135,006    550,409    498,484    1,048,893 

Vice President Finance and Chief Financial Officer

   39%    13%    52%    48%    100% 

Peter M. McCormick

   373,320    93,330    466,650    373,320    839,970 

Vice President—Crane Solutions

   45%    10%    55%    45%    100% 

Kurt F. Wozniak

   355,103    97,653    452,756    355,103    807,859 

Vice President—Industrial Products

   44%    12%    56%    44%    100% 

Alan S. Korman

   357,958    98,439    456,397    322,162    778,559 

Vice President Corporate Development, General Counsel and CHRO

   46%    13%    59%    41%    100% 

 

 

(1)Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. Mr. Fleming continues to serve as the Chairman of the Board. Given Mr. Fleming’s limited period of service as Interim President and Chief Executive Officer of the Company during fiscal 2021, he has been omitted from this target direct pay opportunity table. For information on amounts earned by Mr. Fleming in his capacity as Chairman of the Board, see “—Director Compensation” above. For more information on the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary compensation table” below.

(2)Fiscal year 2021 Annual Incentive Plan Targets were reduced by 50% due to the COVID-19 pandemic.

Compensation decisions

Actual compensation levels are a function of Company and individual performance as described under each specific compensation element below. When making pay decisions, the Compensation Committee considers the competitiveness of individual elements of compensation, as well as the aggregate sum of base salary, annual incentives and the expected value of long-term incentives (determined at grant) for an executive officer. Awards are generally prorated if a NEO is promoted during the year, based on the timing of the promotion. The Compensation Committee may also consider salary increase history, past incentive awards and past equity awards as context in understanding year-to-year changes in compensation and retention effect of prior awards. Under the Annual Incentive Plan and Performance RSU grant, initial awards are determined based upon target values established for each of the NEOs and then adjusted upon comparison of actual performance to pre- established criteria. The Compensation Committee retains the discretion to decrease the size of individual awards in situations where an executive officer’s individual performance falls below expectations. Final decisions on any major element of compensation, as well as total compensation for executive officers, are made by the Compensation Committee or the Board. Our Compensation Committee is comprised entirely of independent directors, and our CEO does not participate in discussions related to his compensation when presented to the Board.

The compensation committee’s position on compensation and excessive risk

In establishing the structure and levels of executive compensation, the Compensation Committee has been mindful of the potential for risk taking by management to achieve certain target or above target incentives. The Compensation Committee has sought to balance fixed and variable compensation, short-term and long-term compensation, the performance metrics used in determining incentive compensation and the level of in-service and post-retirement benefits to mitigate unnecessary or excessive risk taking.

Additionally, the Company has adopted policies and programs, which encourage management not to take excessive risks including:

a minimum Earnings before Interest and Taxes (“EBIT”) trigger, which must be satisfied before any payouts can be made under the Annual Incentive Plan;

stock Ownership guidelines for all officers; and

a comprehensive Clawback Policy.

Components of compensation

Base salary

Base salary provides a fixed amount of compensation appropriate to attract and retain key executives and to underpin the cyclic nature of our business that can cause fluctuations in variable compensation from year to year. The Compensation Committee reviews base salaries on an annual basis, recommends adjustments to the CEO’s and CFO’s salaries to the Board and approves adjustments for other NEOs. Salary adjustments are based on an assessment of the individual executive’s performance and our goal of achieving market parity with the salaries of executives in the competitive market, recognition of promotion or other increases in responsibility, the scope of the executive’s role relative to our other executives and the general economic environment impacting the Company. History of salary increases may also be reviewed and considered. Mid-year adjustments are considered when there is a significant change in the executive’s role or responsibility.

The Compensation Committee has recommended that any adjustments to salary for an executive officer will depend upon a formal annual review of job performance, accomplishments and progress toward individual and/or overall goals and objectives for each segment of our business that such executive officer oversees, as well as his or her contributions to our overall direction. Long-term growth in shareholder value is an important factor. The results of executive officers’ performance evaluations, as well as their demonstration and support of the Company’s values, including strong ethics, leadership and sound corporate governance, form a part of the basis of the Compensation Committee’s decision to approve, at its discretion, or recommend to the Board for the CEO and CFO, future adjustments in base salaries of our executive officers.

Base salaries were not adjusted in 2020 due to the COVID-19 pandemic:

Executive officer

FY 2020
base salary

adjustments
($)

FY 2021

base salary
($)

Percentage
change

Richard H. Fleming(1)

Chairman of the Board and Interim President and Chief Executive Officer

—300,000—

David J. Wilson

President and Chief Executive Officer

—750,000—

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

—415,403—

Peter M. McCormick

Vice President—Crane Solutions

—373,320—

Kurt F. Wozniak

Vice President—Industrial Products

—355,103—

Alan S. Korman

Vice President Corporate Development, General Counsel and CHRO

—357,958—

(1)Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. This amount represents the base salary for Mr. Fleming assuming that he served as our Interim President and Chief Executive Officer for all of fiscal 2021. Mr. Fleming continues to serve as the Chairman of the Board. For more information on amounts earned by Mr. Fleming in his capacity as Chairman of the Board, see “—Director Compensation” above. For more information on the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary compensation table” below.

Annual incentive plan

The purpose of the Annual Incentive Plan is to attract, motivate, reward and retain highly qualified executives on a competitive basis and provide financial incentives that promote Company success.

At the beginning of each fiscal year, our Compensation Committee recommends, and our Board approves, the key measures or “Drivers” for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year and that are generally within the control of the participants. It is the policy and ongoing intention of our Board to establish targeted performance levels for each Driver at the beginning of the fiscal year or the start of the respective performance period. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, divisions, or individual performance levels, as appropriate.

Drivers and targeted performance levels are based on the Board’s assessment of our priorities, outlook, current and projected economic conditions and other pertinent factors, and are intended to be challenging, but achievable with significant and effective effort.

The Board reviews audited year-end results to determine whether targeted performance levels have been met.

The Board retains discretion to cap, reduce, or eliminate payments under the Annual Incentive Plan. The Board also determines the weighting to be assigned to each Driver. For most Drivers, goals are set at threshold, target and maximum levels. Payouts for these Drivers are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The aggregate payout to any NEO may not exceed 200% of target.

Driver performance level

Percentage of target

(to be multiplied by weight for each Driver)

Maximum Performance Level (or higher)

200%

Target Performance Level

100%

Threshold Performance Level

50%

Below Threshold Performance Level

0%

Fiscal year 2021 annual incentive plan design

The Annual Incentive Plan (“AIP”) for fiscal year 2021 was designed to help us focus on increasing profitability while managing our strategic priorities to position the Company for longer-term profitable growth. For fiscal 2021, forty percent (40%) of our NEOs’ target was based on EBIT at the consolidated level, forty percent (40%) was based on consolidated Free Cash Flow (which we define as cash flow from operations less capital expenditures) and twenty percent (20%) was Strategic Goals. Drivers and associated weightings for fiscal year 2021, which were established by the Board for each executive officer, are shown below. Lastly, no AIP will be earned unless Consolidated EBIT is positive.

Financial measures and weights—80% of plan and strategic goals—20% of plan

       

Fiscal 2021 drivers

(April 1, 2020 to March 31, 2021)

  Richard H.
Fleming		   David J.
Wilson		   Gregory P.
Rustowicz		   Peter M.
McCormick		   Kurt F.
Wozniak		   Alan S.
Korman		 

Consolidated EBIT

   —    40%    40%    —    —    40% 

Industrial Products EBIT

   —    —    —    —    40%    — 

Crane Solutions Group EBIT

   —    —    —    40%    —    — 

Consolidated Free Cash Flow

   —    40%    40%    40%    40%    40% 

Strategic Goals (Key Business Objectives)

   —    20%    20%    20%    20%    20% 

 

 

For each Driver, the threshold, target and maximum goals are set forth in the table below.

  
   Fiscal 2021 annual incentive  plan—
EBIT and free cash flow
(dollars in millions)		 

Fiscal 2021 drivers

(April 1, 2020—March 31, 2021)

  Threshold
($)		   

Target

($)

   Maximum
($)		 

Consolidated EBIT(1)

   38.3    45.0    51.8 

Industrial Products EBIT

   45.1    53.1    61.1 

Crane Solutions Group EBIT

   21.7    25.5    29.3 

Consolidated Free Cash Flow(1)

   32.4    36.0    39.6 

Strategic Goals (Key Business Objectives)(2)

   0% to 200%         

 

 

(1)Fiscal year 2021, EBIT and Free Cash Flow were adjusted to eliminate the impact of divestitures, foreign exchange and certain other one-time items.

(2)Strategic Goals percentage payout could range from 0% to 200%.

Annual incentive targets under the Annual Incentive Plan for 2021 as a percentage of base salary for fiscal 2021 are shown below:

Executive officer

Annual incentive plan

target for FY 2021

(% of base
salary)(1)

Richard H. Fleming

Chairman of the Board and Interim President and Chief Executive Officer

—

David J. Wilson

President and Chief Executive Officer

50%

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

33%

Peter M. McCormick Vice

President—Crane Solutions

25%

Kurt F. Wozniak Vice

President—Industrial Products

28%

Alan S. Korman

Vice President Corporate Development, General Counsel and CHRO

28%

(1)Fiscal year 2021 Annual Incentive Plan targets were reduced by 50% due to the COVID-19 pandemic.

Fiscal year 2021 annual incentive plan payout decisions

The Compensation Committee will approve Fiscal Year 2021 Annual Incentive Plan payouts at its meeting to be held in May 2021 after the Company’s audited financial statements for fiscal year 2021 are available and have been reviewed by the Compensation Committee. The estimated ranges for the payouts under the Fiscal Year 2021 Annual Incentive Plan for the NEOs are set forth below. While the amounts payable to our NEOs pursuant to the Fiscal Year 2021 Annual Incentive Plan are expected to fall within these estimated ranges, they may fall outside these estimated ranges.

Executive officer2021 annual incentive plan payout
estimated ranges

Richard H. Fleming

Chairman of the Board and Interim President and Chief Executive Officer

—

David J. Wilson

President and Chief Executive Officer

$375,000 to $750,000

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

$135,006 to $270,012

Peter M. McCormick

Vice President—Crane Solutions

$93,330 to $186,660

Kurt F. Wozniak

Vice President—Industrial Products

$96,653 to $195,306

Alan S. Korman

Vice President Corporate Development, General Counsel and CHRO

$98,439 to $196,878

Long-term incentive plan

The objectives of our long-term incentive program are to:

link executive compensation and our long-term performance;

better align key associates with our business strategies and with our shareholders’ interests; and

provide opportunity for long-term compensation that is competitive with peer companies and sufficient to attract and retain executive talent to effectively manage our business objectives.

In developing target levels for long-term incentive compensation for NEOs in conjunction with our current equity-based compensation strategy, the following factors were considered:

a competitive analysis;

the impact of the NEOs’ roles within our Company; and

the cost and share usage associated with the proposed plan.

Executive officer

Long-
term Incentive
target

for FY 2021

(% of base
salary)

Richard H. Fleming

Chairman of the Board and Interim President and Chief Executive Officer

—

David J. Wilson

President and Chief Executive Officer

240%

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

120%

Peter M. McCormick

Vice President—Crane Solutions

100%

Kurt F. Wozniak

Vice President—Industrial Products

100%

Alan S. Korman

Vice President Corporate Development, General Counsel & CHRO

90%

In fiscal year 2021, the target long-term incentive mix for our NEOs consists of non-qualified stock options (one-third of target value), restricted stock or RSUs (one-third of target value), and performance RSUs (one-third of target value). Dollar values are converted to share numbers based on an estimate of expected value at initial grant.

The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal year 2021:

     
Executive officer  

Target
number of

performance
RSUs(1)

(#)

  

Options

granted

(#)

   

RSUs

granted

(#)

  Shares
granted
(#)		 

Richard H. Fleming(2)

Chairman of the Board and Interim President and Chief Executive Officer

   —   —    —   4,757 

David J. Wilson

President and Chief Executive Officer

   50,719(3)   62,112    60,719(3)   — 

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

   6,573   20,667    11,573(4)   — 

Peter M. McCormick

Vice President—Crane Solutions

   4,923   15,478    4,923   — 

Kurt F. Wozniak

Vice President—Industrial Products

   4,683   14,722    4,683   — 

Alan S. Korman

Vice President Corporate Development, General Counsel & CHRO

   4,248   13,357    9,248(4)   — 

 

 

(1)Grant represents target value for fiscal year 2021 and, except for Mr. Wilson, was granted on May 18, 2020. Mr. Wilson was granted his performance RSUs on June 1, 2020.

(2)Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. This amount represents the shares received by Mr. Fleming for his service as our Interim President and Chief Executive Officer during fiscal 2021. Mr. Fleming continues to serve as the Chairman of the Board. For more information on amounts earned by Mr. Fleming in his capacity as Chairman of the Board, see “—Director Compensation” above. For more information on the full amount earned by Mr. Fleming during fiscal 2021, including for his service as Interim President and Chief Executive Officer and as Chairman of the Board, see “—Summary compensation table” below.

(3)Includes additional performance RSUs and RSUs granted as part of a sign-on grant.

(4)Includes additional RSUs granted as part of a retention grant.

Stock options and RSUs

Stock options are included to align management and shareholder interest by encouraging decisions and actions that result in long-term stock appreciation and ownership interest for management. In order to support retention and align executives with our stock performance over a longer horizon, grants generally vest 33% per year commencing on the first anniversary of the grant date and remain exercisable for 10 years from the date of grant.

RSUs are designed to support executive retention and share ownership. In order to support retention and align executives with our stock performance over a longer horizon, RSUs vest 33% annually over the first through third anniversary from the grant date of awards.

Performance RSUs

Grants of performance RSUs are made annually, with vesting dependent upon performance achieved against the relevant performance target. With respect to the performance RSUs that were granted to the NEOs in fiscal 2021, vesting of these performance RSUs will occur on the third anniversary of the date of grant based upon the Company’s ROIC performance in fiscal year 2023 measured against the relevant ROIC performance targets for fiscal year 2023.

For the performance RSUs granted in fiscal year 2021, these performance RSUs are subject to vesting based on the performance and payout relationship as illustrated in the table below:

   
Driver Performance Level  FY 23 ROIC
targets(1)		   

Percentage of

award(2)

 

Meet or Exceed Maximum ROIC for FY2023

   13.5%    200% 

Meet or Exceed Target ROIC for FY2023

   11.5%    100% 

Meet or Exceed Threshold ROIC for FY2023

   9.5%    50% 

Threshold not achieved

     0% 

 

 

(1)ROIC performance targets for fiscal year 2023 are subject to adjustment for acquisitions and divestitures by the Company.
(2)Award will be interpolated based upon achievement between levels.

The performance RSUs granted in fiscal 2021 are reflected in the Outstanding Equity Awards at Fiscal Year-End table contained in this prospectus. The long-term incentive strategy is designed to support our business strategy and the interests of our shareholders. Where possible, the program has been designed such that long-term incentives can qualify as performance-based compensation so that the expense associated with the program can be fully deductible for federal income tax purposes. Performance RSUs are expected to qualify as performance-based compensation.

Stock Option Granting Practices

The exercise price for any stock option is equal to the fair market value on the date of grant, which is an average of the high and low price on the date of grant. The date of grant is the date of the Board meeting at which the award is approved.

Retirement and deferred compensation

Retirement benefits provided to eligible U.S.-based NEOs are the same as those provided to our other full-time, salaried U.S.-based associates. Retirement programs are designed to provide a competitive benefit to associates while allowing the Company to manage costs. The Columbus McKinnon Corporation Monthly Retirement Benefit Plan, a qualified defined benefit pension plan (the “CMCO Pension Plan”), provides an annual benefit beginning at age 65 equal to the product of (i) 1% of the participant’s final average earnings (which is generally equal to the higher of (a) the average 12-consecutive month earnings during the last consecutive 60 months prior to retirement or (b) the average 12-consecutive month earnings during any 60-consecutive month period within the last 120 months prior to retirement) plus 0.5% of that part, if any, of final average earnings in excess of social security covered compensation, multiplied by (ii) such participant’s years of credited service, limited to 35 years. Effective March 31, 2012, the CMCO Pension Plan was frozen to new entrants and to participants with less than 65 combined age and service points. Participants who had attained 65 combined age and service points at March 31, 2012 continued to accrue benefits. Subsequent to this, the CMCO Pension Plan was frozen to all participants as of December 31, 2017.

Magnetek, Inc. maintains the Magnetek Flexcare Plus Retirement Pension Plan (the “Magnetek Pension Plan”), which is a tax-qualified retirement plan designed to provide eligible employees of Magnetek, Inc., including Peter McCormick, one of our NEOs, with retirement benefits. The Magnetek Pension Plan was frozen to new participants as of October 29, 2002 and benefit accruals were frozen as of June 30, 2003. Prior to benefit accruals under the Magnetek Pension Plan being frozen, a participant’s cash balance account was credited with hypothetical compensation credits and interest credits. For further information on pension benefits under the Magnetek Pension Plan, see “—Pension benefits” below.

On January 1, 2018, we changed our 401(k) to a Safe Harbor 401(k) retirement savings plan covering non-union U.S.-based associates. Associates may now contribute 100% of eligible annual cash compensation, subject to

limits set by the Internal Revenue Code. The match is now standard for all associates, with 100% of the first 4% matched and all associates receiving a core contribution of 2% of eligible wages. The 2% core contribution was suspended in May 2020 due to the COVID-19 pandemic, but was reinstated in April 2021.

We maintain an Employee Stock Ownership Plan (the “ESOP”) for the benefit of our U.S.-based, non-union associates including our U.S.-based NEOs. The ESOP is considered a retirement benefit by the Company, in conjunction with its defined benefit pension and 401(k) retirement savings plans. Effective January 1, 2012, the ESOP was closed to new participants. The final ESOP allocation was made on March 31, 2015. All participants are 100% vested and no future contributions will be made to the ESOP.

We maintain a non-qualified deferred compensation plan (the “NQDC Plan”) under which eligible participants (including our directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. The NQDC Plan offers a Company match and core contributions consistent with the benefits each individual is eligible for in our qualified 401(k) plan for excess contributions above the statutory limit. During fiscal 2021, the Company nonelective contribution under the NQDC Plan equal to 2% of the participant’s eligible compensation in excess of the Section 401(a)(17) contribution limit was suspended due to the COVID-19 pandemic. Employees may defer up to 75% of their base salary and up to 100% of annual short-term and long-term incentive cash compensation. Directors are permitted to defer up to 100% of their annual cash retainer amount. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements.

Employment agreements

With the exception of Mr. Wilson, the Company had no employment agreements with its NEOs, but does provide the NEOs with eligibility for severance benefits under our general severance policy upon delivery of an acceptable release of legal claims.

Change-in-control agreements

We have entered into change-in-control agreements with our NEOs and certain other of our officers and associates. The intent of these agreements is to provide executive officers with financial security in the event of a change-in-control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change-in-control agreements provide for an initial term of one-year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one-year term.

Generally, each of the NEOs is entitled to receive, upon termination of employment within six months preceding or 24 months after a change-in-control of our Company (unless such termination is because of death, disability or for cause), or a NEO terminates his or her employment for good reason within six months preceding or 24 months after a change-in-control of our Company, (i) a lump sum severance payment up to three times the sum of (a) his or her annual salary and (b) the greater of (1) the annual target incentive under the Annual Incentive Plan in effect on the date of termination and (2) the annual target incentive under the Annual Incentive Plan in effect immediately prior to the change-in-control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us since 1990for three additional years, (iv) unless otherwise provided in an equity award agreement, all options, restricted shares or RSUs and performance shares or performance RSUs become fully vested and (v) certain other specified payments. The events that trigger a change-in-control under these agreements include (i) the acquisition of 20% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of our assets and (v) the approval by our shareholders of a plan of dissolution or liquidation. For purposes of the change-in-control agreements, good reason is defined to include (i) a material diminution in position, duties,

responsibilities or status as in effect preceding the change in control, (ii) material reduction in annual base salary as in effect on the date of the change in control, (iii) required relocation, (iv) failure by the Company to pay any then-current compensation within specified periods and (v) certain failures by the Company to comply with employment termination procedures.

Tax and accounting considerations

We generally do not consider accounting and tax issues in setting compensation levels or in establishing the particular elements of compensation. As discussed below, however, when the Compensation Committee grants awards under our long-term incentive program, the Compensation Committee does consider the accounting for various sales management capacities. Priorstock-based incentives under FASB ASC Topic 718 and the tax treatment of such incentive awards under Section 162(m) of the Internal Revenue Code. However, on December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) became law, significantly amending Section 162(m). The Tax Act eliminated the performance-based compensation exception with respect to histax years beginning January 1, 2018, but included a transition rule with respect to compensation that is provided pursuant to a written binding contract in effect on November 2, 2017 and not materially modified after that date. Accordingly, commencing in 2018, the Company’s tax deduction with regard to compensation of covered employees generally will be limited to $1 million per taxable year for each officer. We will generally seek to preserve the deductibility of performance-based compensation by meeting the requirements of Section 162(m), as amended by the Tax Act, in accordance with the transition rule applicable to binding contract in effect on November 2, 2017, to the extent practicable and in the best interests of the Company and its shareholders. Additionally, Section 409A of the Internal Revenue Code generally imposes a tax on non-qualified deferred compensation arrangements which do not meet guidelines established by regulations under the Internal Revenue Code. The Company’s non-qualified deferred compensation arrangements are intended to comply with Section 409A.

Clawback policy

In October 2009, the Compensation Committee adopted a Clawback Policy applicable to our executive officers and certain other associates. Under the policy, in the event of (i) a material restatement of our consolidated financial statements, other than any restatement required pursuant to a change in applicable accounting rules or (ii) a violation of a confidentiality, non-solicitation, non-competition, or similar restrictive covenant or (iii) a covered person engages in willful fraud that causes harm to our Company, (collectively (i), (ii) and (iii) is referred to as “Detrimental Conduct”), which Detrimental Conduct occurs either during employment with us, Mr. Librock was employed by Dynabrade Inc., a manufacturer of power tools, as director of Sales and Marketing.

Karen L. Howard was elected our Vice President – Controller in January 1997. From June 1995 to January 1997, Ms. Howard was employed by us in various financial and accounting capacities. Prior thereto, Ms. Howard was employed by Ernst & Young LLP as a certified public accountant.
Joseph J. Owen was appointed as our Vice President – Strategic Integration in August 1999. From April 1997 to August 1999, Mr. Owen was employed as our Corporate Director – Materials Management. Prior to joining us, Mr. Owen was employed by Ernst & Young LLP in various management consulting capacities.
Ernst K. H. Marburg has been employed by us since May 1980. Prior to his election as Vice President – Total Quality and Standards in October 1996, Mr. Marburg served as our Company as Manageror after such employment terminates for any reason, our Board or the Compensation Committee may, to the extent permitted by law and to the extent it determines that it is in our best interests to do so, in addition to all other remedies available, require reimbursement or payment by the covered person of Product StandardsAny amount (whether in cash or property) paid, payable or realized (including, but not limited to option exercises) under any plan or program providing for incentive compensation, equity compensation or performance-based compensation (“Covered Plans”) received by any covered person on or after October 19, 2009 that would not have been received had the consolidated financial statements that are the subject of such restatement been correctly stated (except that the Board or Compensation Committee shall have the right to require reimbursement of the entire amount of any such amount referenced above from any covered person whose fraud or other intentional misconduct, in the Board’s or Compensation Committee’s judgment, alone or with others caused such restatement); and Services for nearly sixteen years.
Robert H. Myers, Jr. has been employedany amount (whether in cash or property) paid, payable or realized (including, but not limited to, option exercises) by us since 1959. In Octobera covered person under a Covered Plan if the Board or Compensation Committee determines that covered person engaged in detrimental conduct even in the absence of 2001, Mr. Myers was appointed Vice President – Human Resources. Prior to October 2001, Mr. Myers served for eight years as Corporate Manager of Environmental Systems. Prior to that, Mr. Myers served as Human Resources Directora subsequent restatement of our Hoist Division.
Lois H. Demlerfinancial statements. The Board or the Compensation Committee has been employed by us since 1963. Ms. Demler has been our Corporate Secretary since 1987.
John R. Hansen has been employed by us since 1976. In Maysole and absolute discretion not to take action upon discovery of 2001, Mr. Hansen was appointed Treasurer. PriorDetrimental Conduct, and its determination not to Maytake action in any particular instance shall not in any way limit its authority to terminate participation of 2001, Mr. Hansen serveda covered person in various capacities, including Manager – Pension and Benefit Plans and Director – Employee Benefits.a plan.

41

Compensation of Executive OfficersSummary compensation table

The following table sets forth the cash compensation, as well as certain other compensation paid or accruedearned during the fiscal years ended March 31, 2000, 20012021, 2020 and 20022019, for our Chief Executive Officerthe Interim President and ourCEO, CEO, CFO and each of the Company’s three other four most highly compensated executive officers. The amounts shown includeofficers who received annual compensation for services in all compensation capacities.

   
Annual Compensation
     
Long-Term Compensation
Awards
     
Name and Principal
Position
  
Fiscal
Year
  
Salary
  
Bonus
  
Other
Annual Compensation
     
Restricted
Stock
Awards (1)
    
Securities
Underlying
Options/SARs (2)
    
All Other
Compensation (3)
Timothy T. Tevens,  2002  $462,548  $—      $—         —    60,000    $9,129
President and Chief  2001   450,000   67,500   —     —    —     8,412
Executive Officer  2000   448,769   —   —     2,488    54,000     9,485
 
Robert L. Montgomery, Jr.,
  2002   385,457   —   —     —    —     10,953
Executive Vice President  2001   375,000   56,250   —     —    —     11,117
and Chief Financial Officer  2000   373,923   —   —     2,417    —     12,238
 
Ned T. Librock,   
  2002   215,385   —   69,373 (4)    —    45,000     10,796
Vice President –   2001   210,000   31,500   24,867 (5)    —    —     12,220
Sales and Marketing  2000   209,538   —   68,553 (5)    1,386    36,000     15,316
 
Karen L. Howard,   
  2002   182,635   —   —     —    45,000     10,060
Vice President – Controller  2001   167,000   25,050   68,056 (6)    —    —     10,975
   2000   163,240   —   —     1,031    36,000     15,474
 
Joseph J. Owen,
  2002   180,673   —   —     —    45,000     9,010
Vice President –   2001   165,000   21,450   —     —    —     8,435
Strategic Integration  2000   160,500   —   —     1,016    18,000     11,758
excess of $100,000:

          
Name and principal position 

Fiscal

year

  

Salary

($)

  

Bonus(1)

($)

  

Stock

awards(2)

($)

   

Option

awards(3)

($)

   

Non-equity

incentive plan

compensation(4)

($)

   

Change in

pension

value and

non-qualified

deferred

compensation

earnings(5)

($)

   

All other

compensation(6)

($)

   

Total(7)

($)

 

Richard H. Fleming(8)

  2021   143,750   —   255,095    —    —    —    51    398,896 

Chairman of the Board and Interim President and Chief Executive Officer

  

2020

2019

 

 

  

92,742

—

 

 

  

—

—

 

 

  

—

—

 

 

   

—

—

 

 

   

—

—

 

 

   

—

—

 

 

   

—

—

 

 

   

92,742

—

 

 

David J. Wilson,

  2021   625,000   375,000   2,943,078    600,002      —    345,880    4,888,960 

President and Chief Executive Officer

  

2020

2019

 

 

  

—

—

 

 

  

—

—

 

 

  

—

—

 

 

   

—

—

 

 

   

—

—

 

 

   

—

—

 

 

   

—

—

 

 

   

—

—

 

 

Gregory P. Rustowicz

  2021   415,403   150,000   493,481    166,163      5,111    34,651    1,264,809 

Vice President Finance and Chief Financial Officer

  

2020

2019

 

 

  

415,403

403,304

 

 

  

—

—

 

 

  

482,356

322,624

 

 

   

166,164

161,323

 

 

   

375,641

471,866

 

 

   

4,525

6,368

 

 

   

16,995

16,983

 

 

   

1,461,085

1,382,468

 

 

Peter M. McCormick

  2021   373,320   110,000   248,907    124,443      —    15,800    872,470 

Vice President—Crane Solutions

  

2020

2019

 

 

  

374,529

366,000

 

 

  

—

—

 

 

  

358,874

219,600

 

 

   

124,424

109,795

 

 

   

231,682

340,380

 

 

   

2,003

24,997

 

 

   

22,753

15,786

 

 

   

1,114,265

1,076,558

 

 

Kurt F. Wozniak

  2021   355,103   105,000   236,772    118,365      12,043    28,757    856,040 

Vice President—Industrial Products

  

2020

2019

 

 

  

355,103

338,193

 

 

  

—

—

 

 

  

391,736

202,915

 

 

   

118,365

101,456

 

 

   

240,461

372,012

 

 

   

55,624

13,221

 

 

   

17,073

16,809

 

 

   

1,178,362

1,044,606

 

 

Alan S. Korman

  2021   357,958   100,000   375,929    107,390      4,574    6,511    952,362 

Vice President Corporate Development General Counsel & CHRO

  

2020

2019

 

 

  

357,958

340,912

 

 

  

—

—

 

 

  

364,816

204,518

 

 

   

107,384

102,270

 

 

   

273,895

365,628

 

 

   

3,682

1,925

 

 

   

8,642

7,228

 

 

   

1,116,377

1,022,481

 

 

 

 

(1) For Mr. Tevens was granted 2,488 sharesWilson, the amount presented in the bonus column represents a one-time sign-on cash bonus received in the amount of restricted common stock on June 10, 1999, which had a value on such date of $61,900,$375,000. For Messrs. Rustowicz, McCormick, Wozniak and a value on March 31, 2002 of $31,846. Mr. Montgomery was granted 2,417 shares of restricted common stock on June 10, 1999, which had a value on such date of $60,100, and a value as of March 31, 2002 of $30,938. Mr. Librock was granted 1,386 shares of restricted common stock on June 10, 1999, which had a value on such date of $34,500, 11,900 shares of restricted common stock on July 22, 1996, which had a value on such date of $166,600, and 5,100 shares of restricted common stock on August 1, 1994, which had a value on such date of $48,996. The restrictions on 5,100 of Mr. Librock’s restricted shares of common stock lapsed on July 31, 1999, on which date such shares had a value of $116,981 andKorman, the restrictions on 11,900 of Mr. Librock’s restricted shares of common stock lapsed on July 21, 2001, on which date such shares had a value of $121,737. As of March 31, 2002,amounts presented in the number of restricted shares of common stock held by Mr. Librock was 1,386 and the value of such restricted shares was $17,741. Ms. Howard was granted 1,031 shares of restricted common stock on June 10, 1999, which had a value on such date of $25,650; 8,500 shares of restricted common stock on August 17, 1998, which had a value on such date of $196,563 and 8,500 shares of restricted common stock on June 1, 1995, which had a value on such date of $107,875. The restrictions on 8,500 of Ms. Howard’s restricted shares of common stock lapsed on May 31, 2000, on which date such shares had a value of $116,875. As of March 31, 2002, the number of restricted shares of common stock held by Ms. Howard was 9,531 and the value of such restricted shares was $121,997. Mr. Owen was granted 1,016 shares of restricted common stock on June 10, 1999, which had a value on such date of $25,300 and 5,000 shares of restricted common stock on April 14, 1997, which had a value on such date of $95,000. As of March 31, 2002, the number of restricted shares of common stock held by Mr. Owen was 6,016, and the value of such restricted shares was $77,005. We do not pay dividends on our outstanding shares of restricted common stock, but we provide additional compensationbonus column represent special retention-related bonuses received in lieu of such dividends. See footnote (3) below.January 2021.

(2) ConsistsThe amounts shown in this column reflect the aggregate grant date fair value for RSUs and performance RSUs granted in the year indicated under the Columbus McKinnon 2016 Long Term Incentive Plan, as amended and restated in 2019. However, for purposes of (i)this table, estimates of forfeitures have been removed. The grant date fair value for each RSU and performance PSU is equal to the market price of our common stock on the date of grant. Performance RSUs are recognized as compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. The assumptions used in valuing the performance shares granted in fiscal 2019 and 2020 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2020 filed with the Securities and Exchange Commission on May 27, 2020. The maximum amount that may be earned is equal to target.

(3)The amounts shown in this column reflect the aggregate grant date fair value for non-qualified stock options to purchase our common stock granted in the year indicated under the Columbus McKinnon 2016 Long -Term Incentive Plan, as amended and restated in 2019. However, for purposes of this table, estimates of forfeitures have been removed. A Black-Scholes valuation approach has been chosen for these calculations. The assumptions used in valuing these grants for fiscal 2019 and 2020 are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2020 filed with the Securities and Exchange Commission on May 27, 2020. For fiscal 2021, the weighted-average assumptions used in calculating the grant date fair value of the stock options granted in fiscal 20022021 reported in the option awards column are the following: (i) risk-free interest rate of 0.23%, (ii) expected life of 5.5 years, (iii) volatility factor of 0.380 and (iv) dividend yield of 0.90%. The weighted average grant date fair value of option awards granted on May 18, 2020 to Messrs. Tevens,Rustowicz, McCormick, Wozniak and Librock, Ms. HowardKorman is $8.04 per share based on the Black Scholes valuation approach. The weighted average grant date fair value of option awards granted to Mr. Wilson on June 1, 2020 is $9.66 per share based on the Black Scholes valuation approach.

(4)For fiscal years 2019 and Mr. Owen2020, the amount presented represents amounts earned under the Annual Incentive Plan. For fiscal year 2021, amounts payable pursuant to the Annual Incentive Plan are not currently calculable, but are expected to be determined after the meeting of the Compensation Committee in May 2021. For the estimated ranges that may be payable to our NEOs pursuant to the Annual Incentive Stock Option Plan for fiscal year 2021, see “—Fiscal Year 2021 Annual Incentive Plan Payout Decisions.” The amounts payable pursuant to the Annual Incentive Plan for fiscal year 2021 are expected to fall within these estimated ranges, but could fall outside these estimated ranges.

(5)

Represents the aggregate change in actuarial value under the CMCO Pension Plan from April 1, 2020 to March 31, 2021 for Messrs. Wozniak and Korman. Messrs. Fleming, Wilson and Rustowicz are not covered by a Company-sponsored pension plan. In accordance with SEC rules, to the extent the aggregate change in present value of a defined benefit plan for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the

aggregate compensation for the NEO in the total column has not been adjusted to reflect the negative amount. As such, the amount reported for Mr. McCormick for fiscal 2021 was $0 because the aggregate change in actuarial value under the Magnetek Pension Plan from April 1, 2020 to March 31, 2021 for Mr. McCormick was ($5,066). In addition, the Company sponsors the NQDC Plan under which eligible participants may elect to defer a portion of their cash compensation. Participation is detailed in the Non-Qualified Deferred Contribution Plan table below.

(6)For Mr. Wilson, the amount presented in the all other compensation column for fiscal 2021 includes a perquisite in the amount of $333,495 consisting of relocation expenses paid for by the Company under its relocation policy, which expenses were incurred in connection with Mr. Wilson’s relocation of his residence to the Company’s headquarters in Buffalo, New York. For Messrs. Rustowicz, Wozniak and Korman, the amount presented in the all other compensation column for fiscal 2021 includes $17,251, $13,157 and $4,859, respectively, that the Company has contributed on behalf of such individual under the NQDC Plan. For additional information, see “—Non-qualified deferred compensation” below. For Messrs. Wilson, Rustowicz, Wozniak and Korman, the remaining amounts for fiscal 2021 consist of 38,620, 40,500, 40,500 and 40,500, respectively, (ii) options granted inmatching contributions under the Columbus McKinnon Thrift 401(k) plan. For Mr. McCormick, represents matching contributions under the Magnetek 401(k) plan.

(7)For purposes of fiscal 2002 to Messrs. Tevens and Librock, Ms. Howard and Mr. Owenyear 2021, this amount does not include the amount payable pursuant to the Annual Incentive Plan for fiscal year 2021 as such amount is not currently calculable. For the estimated ranges that may be payable to our Non-Qualified Stock OptionNEOs pursuant to the Annual Incentive Plan for fiscal year 2021, see “—Fiscal Year 2021 Annual Incentive Plan Payout Decisions.” The amounts payable pursuant to the Annual Incentive Plan for fiscal year 2021 are expected to fall within these estimated ranges, but could fall outside these estimated ranges.

(8)Mr. Fleming served as Interim President and Chief Executive Officer until June 1, 2020. Mr. Fleming continues to serve as the Chairman of the Board. Of the amount reported above in the amountssalary column, $48,750 represents the annual director retainer received by Mr. Fleming and $45,000 represents fees received by Mr. Fleming for his service as Chairman of 21,380, 4,500, 4,500the Board, in each case, for the period of time during fiscal 2021 after the completion of his service as Interim President and 4,500, respectively, (iii) options granted in fiscal 2000 to Messrs. Tevens and Librock, Ms. Howard and Mr. Owen pursuant our Incentive Stock Option PlanChief Executive Officer. Of the amount reported above in the amountsstock award column, $111,005 represents the grant date fair value of 23,810, 22,345, 22,345, and 18,000, respectively, and (iv) options granted in fiscal 2000 to Messrs. Tevens and Librock and Ms. Howardthe stock award received by Mr. Fleming pursuant to our Non-Qualified Stock Option Planthe annual stock retainer granted to Mr. Fleming in his capacity as a director of the Company. The amount reported in the other compensation column consists of cash in lieu of fractional shares. For more information on amounts earned by Mr. Fleming in his capacity as a director and Chairman of 30,190, 13,655 and 13,655, respectively.the Board, see “—Director compensation” above.

Grants of plan-based awards

The following table sets forth information with respect to plan-based awards granted in fiscal year 2021 to the NEOs named in the summary compensation table, including awards under the Annual Incentive Plan, and equity awards of stock options, performance RSUs and RSUs:

        
     Estimated future payouts
under non-equity incentive
plan awards(2)		   Estimated future payouts
under  equity incentive
plan awards(3)		   All
other
stock
awards:
number of
shares of
stock or
units
(#)		  

All

Other

Option
Awards:
number of

securities
underlying
options
(#)

  

Exercise

or base

price
of option

awards(4)

($/Sh)

   

Grant date

fair value of
stock and
option
awards(5)

($)

 
Name 

Grant

date(1)

  

Threshold

($)

  

Target

($)

  

Maximum

($)

   

Threshold

(#)

  

Target

(#)

  

Maximum

(#)

 

Richard H. Fleming

              

Chairman of the Board and Interim President and Chief Executive Officer

  6/1/2020           4,757(6)      144,090 
  7/20/2020           1,500(7)      49,980 
  7/20/2020                             1,801(8)            60,009 

David J. Wilson

   187,500   375,000 �� 750,000           

President and Chief Executive Officer

  6/1/2020       25,360   50,719   101,438        1,339,489 
  6/1/2020           22,719(9)      600,009 
  6/1/2020           38,000(11)      1,003,580 
  6/1/2020            62,112(10)   30.29    600,002 

Gregory P. Rustowicz

   67,503   135,006   270,012           

Vice President

Finance and Chief

Financial Officer

  5/18/2020       3,287   6,573   13,146        166,165 
  5/18/2020           6,573(9)      166,165 
  5/18/2020            20,667(10)   25.52    166,162 
  7/20/2020           5,000(12)      161,500 

Peter M. McCormick

   46,665   93,330   186,660           

Vice President—

Crane Solutions

  5/18/2020       2,462   4,923   9,846       124,453 
  5/18/2020           4,923(9)      124,453 
  5/18/2020            15,478(10)   25.52    124,443 

Kurt F. Wozniak

   48,327   96,653   195,306           

Vice President—

Industrial Products

  5/18/2020       2,342   4,683   9,366        118,386 
  5/18/2020           4,683(9)      118,866 
  5/18/2020            14,722(10)   25.52    118,365 

Alan S. Korman

   49,219   98,438   196,878           

Vice President

Corporate Development,

General Counsel &

CHRO

  5/18/2020       2,124   4,248   8,496        107,389 
  5/18/2020           4,248(9)      107,389 
  5/18/2020            13,357(10)   25.52    107,390 
  7/20/2020                             5,000(12)            161,150 

 

 

(1)The grant date is the date on which the equity awards were approved by our Board.

(2)Represents the potential payout range under the Annual Incentive Plan for fiscal year 2021 discussed above. For fiscal year 2021, amounts payable pursuant to the Annual Incentive Plan are not currently calculable, but are expected to be determined after the meeting of the Compensation Committee in May 2021. For the estimated ranges that may be payable to our NEOs pursuant to the Annual Incentive Plan for fiscal year 2021, see “—Fiscal year 2021 annual incentive plan payout decisions.” The amounts payable pursuant to the Annual Incentive Plan for fiscal year 2021 are expected to fall within these estimated ranges, but could fall outside these estimated ranges.

(3) Consists of: (i)Represents the valuepotential payout range related to performance RSUs awarded to NEOs on the grant date, subject to achievement of sharesROIC performance targets for fiscal year 2023, where 9.5% results in threshold achievement, 11.5% results in target achievement and 13.5% or greater results in maximum achievement. Each performance RSUs will be settled in a share of our common stock allocated in fiscal 2002 under our Employee Stock Ownership Plan or, ESOP, to accounts for Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen in the amounts of $3,242, $5,237, $3,259, $2,551 and $2,539, respectively, (ii) premiums for group term life insurance policies insuring the lives of Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen in the amount of $108 each, (iii) compensation in lieu of dividends on restricted shares of common stockstock.

42

paid to Messrs. Tevens, Montgomery, Librock, Ms. Howard and Mr. Owen in the amounts of $522, $508, $2,329, $2,546 and $1,263, respectively, (iv) our matching contributions under our 401(k) plan for Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen in the amounts of $5,100, $5,100, $5,100, $4,855 and $5,100, respectively.
(4) Represents tax reimbursements payments we made to Mr. Librock in fiscal 2002 to offset the income tax effectsper-share exercise price of the expirationoptions and is equal to the average of the restrictionshigh and low price on 11,900 shares of restricted common stock granted to him in fiscal 1997 and released in fiscal 2002. See footnote (1) above.the grant date.

(5) Represents tax reimbursement payments we made to Mr. LibrockAmounts in fiscal 2001 and fiscal 2000 to offsetthis column reflect the income tax effectsaggregate grant date fair value of the expirationequity awards. The grant date fair value for each performance RSU and RSU is equal to the average of the restrictions on 5,100 shareshigh and low market price of restrictedour common stock grantedon the date of grant. A Black-Scholes valuation approach has been utilized for valuing the options. For additional information on the assumptions used in valuing these awards, see footnotes 1 and 2 to him in fiscal 1995 and released in fiscal 2000. See footnote (1)the summary compensation table set forth above.

(6) Represents tax reimbursement payments we madeshares granted to Ms. HowardMr. Fleming for his service as our Interim President and Chief Executive Officer, which vested immediately on the date of grant.

(7)Represents RSUs granted to Mr. Fleming in fiscal 2001 to offsetconnection with his service as a member of our Board that vest at a rate of 50% on the income tax effectsone-year anniversary of the expirationgrant date, and 25% per year thereafter.

(8)Represents shares granted to Mr. Fleming in connection with his service as a member of our Board, which vested immediately on the date of grant.

(9)Represents RSUs granted under the fiscal year 2021 long-term incentive program, which vest at a rate of 33% per year beginning one year from the date of grant, except that RSUs may vest earlier in the event of death, disability, retirement, or change-in-control.

(10)Represents the number of shares of our common stock underlying options awarded to the NEOs on the grant date. The options vest at a rate of 33% per year beginning one year from the date of grant, except that options may vest earlier in the event of death, disability, retirement or change-in-control. They expire 10 years from the date of grant, or earlier in the event of death, disability or retirement. The weighted average grant date fair value of option awards granted on May 18, 2020 is $8.04 per share and granted on June 1, 2020 is $9.66 per share, in each case based on the Black Scholes valuation.

(11)Represents RSUs granted under the fiscal year 2021 long-term incentive program, which vest at a rate of 50% immediately on the grant date and 50% on the second anniversary of the restrictions on 8,500 sharesgrant date, except that RSUs may vest earlier in the event of restricted common stockdeath, disability, retirement or change-in-control.

(12)Represents RSUs granted to herunder the fiscal year 2021 long-term incentive program that vest at a rate of 33% per year one year from the grant date, except that RSUs may vest earlier in fiscal 1996 and released in fiscal 2000. See footnote (1) above.the event of death, disability, retirement or change-in-control.

Compensation of DirectorsOutstanding equity awards at fiscal year-end

We pay an annual retainer of $25,000 to our Chairman of the Board and an annual retainer of $18,000 to each of our other outside directors. Directors who are also our employees do not receive an annual retainer.

The Chairman of our Audit Committee and Compensation and Nomination/Succession Committee each receive an additional annual retainer of $3,000. In addition, each of our non-employee directors also receive a fee of $1,500 for each Board of Directors’ and committee meeting attended and is reimbursed for any reasonable expenses incurred in attending such meetings.

Employee Plans
Employee Stock Ownership Plan.    We maintain our ESOP for the benefit of substantially all of our domestic non-union employees. The ESOP is intended to be an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended and an eligible individual account plan within the meaning of Section 407(d)(3) of the Internal Revenue Code. From 1988 through 1998, the ESOP has purchased from us 1,373,549 shares of common stock for the aggregate sum of approximately $10.5 million. The proceeds of certain institutional loans were used to fund such purchases. The ESOP’s loans are secured by our common stock which is held by the ESOP and such loans are guaranteed by us. The ESOP acquired 479,900 shares of our common stock in October 1998 for the aggregate sum of approximately $7.7 million. The proceeds of a loan we madefollowing table sets forth information with respect to the ESOP were usedNEOs named in the summary compensation table relating to fund the purchase.
On a quarterly basis, we make a contribution to the ESOP in an amount determined by our Board of Directors. In fiscal 2002, our cash contribution was approximately $1.1 million. The ESOP’s trustees use the entire contribution to make payments of principal(i) unexercised stock options and interest on the ESOP’s loans.
Common stock(ii) performance RSUs and RSUs that have not allocated to ESOP participants is recorded in an ESOP suspense account and is held as collateral for repayment of the ESOP’s loans. As payments of principal and interest are received by the lenders, these shares are released from the ESOP suspense account annuallyvested, and are then allocated to the ESOP participants in the same proportion as a participant’s compensation for such year bears to the total compensation of all participants.
An ESOP participant becomes fully vested in all amounts allocated to him or her after five years of service. The shares of our common stock held by the participants in the ESOP are voted by the participants in the same manner as any other share of our common stock.
In general, common stock allocated to a participant’s account is distributed upon his or her termination of employment, normal retirement at age 65 or death. The distribution is made in whole shares of common stock with a cash payment in lieu of any fractional shares.

43

Messrs. Montgomery, Myers, Harvey and Ms. Howard serve as trustees of the ESOP. As of March 31, 2002, the ESOP owned 1,384,624 shares of our common stock. Common stock allocated pursuant to the ESOP to Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owenoutstanding as of March 31, 20022021.

    
  Option awards  RSU awards  Performance RSU awards 
Name 

Number of

securities

underlying

unexercised

options

exercisable

  

Option

awards

number of

securities

underlying

unexercised

options

unexercisable

  

Equity

incentive

plan
awards:

number of

securities

underlying

unexercised

unearned

options

  

Option

exercise

price

($)

  

Option

expiration

date

  

Number of
shares

or units

of stock

that

have not

vested

  

Market
value

of shares

or units of

stock that

have not

vested

($)

  

Equity
incentive

plan
awards:

number
of

unearned
shares,

units or
other

rights
that
have

not
vested

  

Equity
incentive

plan
awards:

market or

payout
value of
unearned
shares,

units or
other

rights that
have

not vested

($)

 

Richard H. Fleming

Chairman of the Board and Interim President and Chief Executive Officer

       375(20)   19,785   
       750(21)   39,570   
       1,500(22)   79,140   

David J. Wilson

President and Chief Executive Officer

   62,112(19)   N/A   30.29   5/18/2030   19,000(18)   1,002,440   50,719(23)   2,675,934 
       22,719(24)   1,198,654   

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

    N/A       
  9,330(6)     27.12   5/19/2024   1,478(10)   77,979   4,428(17)   233,621 
  11,716(7)     24.94   5/18/2025   2,214(11)   116,811   4,411(16)   232,724 
  28,333(8)     15.16   5/23/2026   3,308(9)   174,530   6,573(5)   346,791 
  14,625(2)   4,875(2)    24.33   5/22/2027   3,844(12)   202,809   
  5,948(3)   5,949(3)    38.70   5/22/2028   6,573(15)   346,791   
  3,356(4)   10,066(4)    35.16   5/20/2029   5,000(13)   263,800   
   20,667(1)    25.52   5/18/2030     

Peter M. McCormick

Vice President—Crane Solutions

    N/A       
  11,932(2)   3,978(2)    24.33   5/22/2027   1,206(10)   63,629   3,014(17)   75,350 
  4,048(3)   4,049(3)    38.70   5/22/2028   1,507(11)   79,509   3,303(16)   82,575 
  2,513(4)   7,539(4)    35.16   5/20/2029   2,477(9)   130,687   4,923(5)   259,737 
   15,478(1)    25.52   5/18/2030   2,819(12)   148,730   
       4,923(15)   259,737   

Kurt F. Wozniak

Vice President— Industrial Products

  4,490(8)    N/A   15.16   5/23/2026     
  8,925(2)   2,975(2)   N/A   24.33   5/22/2027   902(10)   47,950   2,785(17)   146,937 
  3,741(3)   3,741(3)    38.70   5/22/2028   1,393(11)   73,495   3,142(16)   165,772 
  2,391(4)   7,170(4)    35.16   5/20/2029   2,356(9)   124,303   4,683(5)   247,075 
   14,722(1)    25.52   5/18/2030   884(14)   46,640   
       2,691(12)   141,977   
       4,683(15)   247,075   

Alan S. Korman

Vice President Corporate Development, General Counsel & CHRO

    N/A       
  5,609(7)     24.94   5/18/2025   920(10)   48,539   2,807(17)   148,097 
  16,140(8)     15.16   5/23/2026   1,404(11)   74,075   2,851(16)   150,419 
  9,103(2)   3,035(2)    24.33   5/22/2027   2,138(9)   112,801   4,248(5)   150,419 
  3,771(3)   3,771(3)    38.70   5/22/2028   884(14)   46,640   
  2,169(4)   6,505(4)    35.16   5/20/2029   2,563(12)   135,224   
   13,357(1)      4,248(5)   224,124   
       5,000(13)   263,800   

 

 

(1)These options were granted May 18, 2020 and vest 33% per year beginning May 18, 2021.

(2)These options were granted May 22, 2017 and vest 25% per year beginning May 22, 2018.

(3)These options were granted May 22, 2018 and vest 25% per year beginning May 22, 2019.

(4)These options were granted May 20, 2019 and vest 25% per year beginning May 20, 2020.

(5)These performance RSUs were granted on May 18, 2020 and vest 100% on the third anniversary of the grant, May 18, 2023, based on ROIC for the full year ended March 31, 2023.

(6)These options were granted May 19, 2014 and vest 25% per year beginning May 19, 2015.

(7)These options were granted May 18, 2015 and vest 25% per year beginning May 18, 2016.

(8)These options were granted May 23, 2016 and vest 25% per year beginning May 23, 2017.

(9)These RSUs were granted May 20, 2019 and vest 25% per year beginning May 20, 2020.

(10)These RSUs were granted May 22, 2017 and vest 25% per year beginning May 22, 2018.

(11)These RSUs were granted May 22, 2018 and vest 25% per year beginning May 22, 2019.

(12)These RSUs were granted January 20, 2020 and vest 100% on the second anniversary of the grant date.

(13)These RSUs were granted July 20, 2020 and vest 33% per year beginning July 20, 2021.

(14)These RSUs were granted May 20, 2019 and vest 33% per year beginning May 20, 2020.

(15)These RSUs were granted May 18, 2020 and vest 33% per year beginning May 18, 2021.

(16)These performance RSUs were granted May 20, 2019 and vest 100% on the third anniversary of the grant, May 20, 2022. The actual award earned will be adjusted effective March 31, 2021 based upon our EBITDA margin for the fiscal year ended March 31, 2021.

(17)These performance RSUs were granted May 22, 2018 and vest 100% on the third anniversary of the grant, May 22, 2021. The award earned will be adjusted effective March 31, 2020 based upon our EBITDA margin for the fiscal year ended March 31, 2020.

(18)These RSUs were granted June 1, 2020 and vest 50% on the second anniversary of the grant date.

(19)These options were granted June 1, 2020 and vest 33% per year beginning May 18, 2021.

(20)These RSUs were granted July 23, 2018 and vest on July 23, 2021.

(21)These RSUs were granted July 22, 2019 and vest 50% per year beginning July 22, 2021.

(22)These RSUs were granted July 20, 2020 and vest 50% on July 20, 2021, 25% on July 20, 2022 and 25% on July 20, 2023.

(23)These performance RSUs were granted on June 1, 2020 and vest 100% on May 18, 2023, based on ROIC for the full year ended March 31, 2023.

(24)These RSUs were granted June 1, 2020 and vest 33% per year beginning May 18, 2021.

Options exercised and stock vested

The following table sets forth information with respect to the NEOs named in the summary compensation table relating to the exercise of stock options, and the vesting of performance RSUs and RSUs, in fiscal year 2021:

   
   Option awards   Stock awards 
Name  

Number of

shares
acquired

on exercise
(#)

   

Value
realized

on exercise(1)

($)

   

Number of

shares
acquired

on vesting
(#)

   

Value
realized

on vesting(2)

($)

 

Richard H. Fleming

   —    —    4,757    144,090 

Chairman of the Board and Interim President and Chief Executive Officer

        

David J. Wilson

   —    —    19,000    575,510 

President and Chief Executive Officer

        

Gregory P. Rustowicz

   10,181    189,260    13,255    351,648 

Vice President Finance and Chief Financial Officer

        

Peter M. McCormick

   5,161    112,946    10,386    275,359 

Vice President—Crane Solutions

        

Kurt F. Wozniak

   —    —    8,723    231,302 

Vice President—Industrial Products

        

Alan S. Korman

   4,386    48,330    8,777    232,748 

Vice President Corporate Development, General Counsel & CHRO

        

 

 

(1)Represents the difference between the option exercise price and the average of the high and low market prices of our common stock on the date of exercise as quoted on Nasdaq multiplied by the number of shares acquired.

(2)Represents the average of the high and low market price of our common stock on the vesting date multiplied by the number of shares acquired.

Pension benefits

The CMCO Pension Plan is 4,422 shares, 14,661 shares, 4,505 shares, 1,452 shares and 800 shares, respectively.

Pension Plan.    We have a non-contributory, qualified defined benefit Pension Planplan, which provides certain of our employeesNEOs with retirement benefits. As defined in the CMCO Pension Plan, a participant’s annual pension benefit at age 65 is equal to the product of (i) 1% of the participant’s final average earnings, as calculated by the terms of the CMCO Pension Plan, plus 0.5% of that part, if any, of final average earnings in excess of such participant’s “social security covered compensation,” as such term is defined in the CMCO Pension Plan, multiplied by (ii) such participant’s years of credited service, limited to 35 years. CMCO Pension Plan benefits are not subject to reduction for social security benefits.

Mr. McCormick, one of our NEOs, is a participant in the Magnetek Pension Plan. Prior to benefit accruals under the Magnetek Pension Plan Tablebeing frozen effective June 30, 2003, a participant’s cash balance account was credited with hypothetical compensation credits and interest credits. The amount of a participant’s compensation credits for a plan year depended on the number of years of vesting service completed by the participant, as follows: (i) participants with less than 10 years of vesting service received a compensation credit equal to 3.5% of eligible compensation up to the Magnetek Pension Plan’s integration level and 7.0% of eligible compensation in excess of the integration level, (ii) participants with at least 10, but less than 20, years of vesting service received a compensation credit of equal to 4.0% of eligible compensation up to the integration level and 8.0% of eligible compensation in excess of the integration level, and (iii) participants with at least 20 years of vesting service received a compensation credit of 4.5% of eligible compensation up to the integration level and 9.0% of eligible compensation in excess of the integration level. In general, the integration level under the Magnetek Pension Plan equals the average of Social Security taxable wage bases in effect for each calendar year during the 35-year period ending with the year in which a participant attains age 65. Eligible compensation included total cash compensation paid to a participant, including overtime, bonuses, shift differentials, and commissions, but excluding severance pay, moving expenses, and any other extraordinary or incentive compensation not part of a participant’s basic compensation. Participants’ cash balance accounts continue to be credited with interest credits based on treasury security rates. A participant’s normal retirement date under the Magnetek Pension Plan is the first day of the month coincident with or next following the date that he or she attains age 65. A participant’s early retirement date under the Magnetek Pension Plan is the first day of the month coincident with or next following the date he or she attains age 55 and has completed at least 10 years of vesting service. Upon a participant’s early or normal retirement, his or her cash balance account is converted into a monthly annuity. The normal form of payment for an unmarried participant is a 10-year

term certain life annuity, while the normal form of payment for married participants is a joint and 50% survivor annuity. Instead of receiving benefits in the normal form, participants may elect to receive benefits as a single life annuity, a lump sum, or as a joint and 50%, 67%, 75% or 100% survivor annuity. Mr. McCormick is currently eligible for early retirement benefits under the Magnetek Pension Plan.

The following table illustrates the estimated annual benefits upon retirement under our Pension Plan if the plan remains in effect and assuming that an eligible employee retires at age 65. However, because of changes in tax laws or future adjustmentssets forth with respect to the provisionseach of our Pension Plan, actual pensionplans that provide retirement benefits could differ significantly from the amounts set forth in the table.

Final Average
Earnings
    
Years of Service
    
15
    
20
    
25
    
30
    
35
125,000    22,380    29,840    37,301    44,761    52,221
150,000    28,005    37,340    46,676    56,011    65,346
175,000    33,630    44,840    56,051    67,261    78,471
200,000    39,255    52,340    65,426    78,511    91,596
250,000    39,257    52,343    65,429    78,515    91,601
300,000    39,257    52,343    65,429    78,515    91,601
350,000    39,257    52,343    65,429    78,515    91,601
400,000    39,257    52,343    65,429    78,515    91,601
450,000    39,257    52,343    65,429    78,515    91,601
500,000    39,257    52,343    65,429    78,515    91,601
A portion of the annual benefit for plan participants is determined by their final average earnings in excess of “social security covered compensation,” as such term is defined into our Pension Plan. Since this amount can vary depending on the eligible employee’s year of birth, all pension amounts shown above have been calculated using Mr. Tevens’ year of birth and his social security covered compensation of $76,596. Our Pension Plan excludes final average earnings in excess of $200,000.
If Messrs. Tevens, Montgomery and Librock, Ms. Howard and Mr. Owen remain our employees until they reach age 65,NEOs, (i) the years of credited service under the Pension Plan forof each of them would be 29, 16, 27, 31the executives named in the summary compensation table, (ii) the present value of his or her accumulated benefit, and 28, respectively.
(iii) payments received by him or her during fiscal year 2021:

     
Name  Plan name  

Number of

years of

credited

service(1)

  

Present
value of
accumulated
benefit(2)

($)

   

Payments

during

last fiscal

year

($)

 

Richard H. Fleming

  N/A(3)   —   —    — 

Chairman of the Board and Interim President and Chief Executive Officer

       

David J. Wilson

  N/A(3)   —   —    — 

President and Chief Executive Officer

       

Gregory P. Rustowicz

  N/A(3)   —   —    — 

Vice President Finance and Chief Financial Officer

       

Peter M. McCormick

  Magnetek FlexCare Plus Retirement Pension Plan   10.04(4)   128,527    — 

Vice President—Crane Solutions

     

Kurt F. Wozniak,

  Columbus McKinnon Corporation Monthly Retirement Benefit Plan   11.58(4)   348,746    — 

Vice President—Industrial Products

     

Alan S. Korman

  Columbus McKinnon Corporation Monthly Retirement Benefit Plan   0.17(4)   9,462    — 

Vice President Corporate Development, General Counsel & CHRO

     

 

 

(1)Years of credited service determined as of March 31, 2021. For more information about our retirement program see “—Director Compensation—Elements of Our Compensation Program for NEOs” in this prospectus.

(2)The present value of accumulated benefit under the CMCO Pension Plan is calculated as of March 31, 2021 using (i) a discount rate of 3.19% for the CMCO Pension Plan and 3.05% for the Magnetek Pension Plan, (ii) the Pri-2012 mortality tables and generational projection using Scale MP-2020.

(3)Messrs. Fleming, Wilson and Rustowicz were not covered by a Company sponsored pension plan.

(4)Mr. Wozniak and Mr. Korman have an accrued benefit under the CMCO Pension Plan that was frozen at March 31, 2012. Mr. McCormick has an accrued benefit under the Magnetek Pension Plan that was frozen at June 30, 2003.

Non-Qualified Stock Option Plan.Non-qualified deferred compensation    In October 1995, we adopted

The Company maintains the NQDC Plan under which eligible participants (including our Non-Qualified Stock Option Plandirectors and reserved, subjectU.S.-based NEOs) may elect to certain adjustments, an aggregatedefer a portion of 250,000 sharestheir cash compensation. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements. For more information about our common stockretirement program, see “—Director Compensation—Elements of Our Compensation Program for issuance thereunder. NEOs” in this prospectus.

      
Name  

Executive

contributions

in fiscal

year 2021

   

Company

contributions

in fiscal

year 2021(1)

   

Aggregate

earnings

in fiscal

year 2021

   

Aggregate

withdrawals /
distributions

  

Aggregate

balance at

3/31/2021

 

Richard H. Fleming(2)

   —    —    —    —   — 

Chairman of the Board and Interim President and Chief Executive Officer

         

David J. Wilson

   —    —    —    —   — 

President and Chief Executive Officer

         

Gregory P. Rustowicz

   16,776    17,251    52,878    (30,977)   150,636 

Vice President Finance and Chief Financial Officer

         

Peter M. McCormick(2)

   —    —    —    —   — 

Vice President—Crane Solutions

         

Kurt F. Wozniak

   12,292    13,157    470    (19,173)   45,257 

Vice President—Industrial Products

         

Alan S. Korman

   —    4,859    18,991    —   38,073 

Vice President Corporate Development, General Counsel & CHRO

         

 

 

(1)    Thiscolumn represents the Company’s matching contributions made under the NQDC Plan in fiscal year 2021. For Messrs. Rustowicz, Wozniak and Korman, these amounts are reflected in the all other compensation column of the summary compensation table set forth above. During fiscal 2021, the Company nonelective contribution under the NQDC Plan equal to 2% of the participant’s eligible compensation in excess of the Section 401(a)(17) contribution limit was suspended due to the COVID-19 pandemic.

(2)Not a participant in the NQDC plan.

Under the terms ofNQDC Plan, eligible participants, including our Non-Qualified Plan, options may be granted to our officers and other key employees as well as to non-employee directors and advisors. In fiscal 2002, we granted optionsU.S.-based NEOs, may elect to purchase 119,380 sharesdefer cash compensation. Eligible employees may elect to defer up to 100% of common stockany annual bonus and either (i) up to 75% of their base salary and any commission, or (ii) up to 75% of their base salary and any commission that is in excess of the compensation limit in effect under our Non-Qualified Plan.

44

Incentive Stock Option Plan.    Our Incentive Stock Option Plan which was adopted in October 1995, authorizes grants to our officers and other key employees of stock options that are intended to qualify as “incentive stock options” within the meaning of Section 422401(a)(17) of the Internal Revenue Code. Our Incentive Plan reserved, subjectCode (“Section 401(a)(17)”) for the relevant plan year ($290,000 for 2021). Directors may elect to certain adjustments, an aggregatedefer up to 100% of 1,250,000 sharestheir annual retainer. The Company makes (i) a matching contribution equal to 100% of common stockthe first 4% of eligible compensation deferred by a participant (other than a non-employee director) that is in excess of the Section 401(a)(17) compensation limit, and (ii) a nonelective contribution equal to be issued thereunder. Options granted2% of the participant’s eligible compensation that is in excess of the Section 401(a)(17) compensation limit. During fiscal 2021, the Company nonelective contribution under the IncentiveNQDC Plan become exercisableequal to 2% of the participant’s eligible compensation in excess of the Section 401(a)(17) contribution limit was suspended due to the COVID-19 pandemic. Participants’ NQDC Plan accounts are adjusted for gains and losses based on investment directions provided participants. Participants may elect to receive payment of their NQDC Plan benefit upon a specified date, separation from service, disability or death, and in the form of a lump sum or monthly installments over 1-10 years, except that, upon a four-year periodchange in control, a participant’s vested benefit will automatically be paid in a lump sum. Participants may also withdraw amounts due to an unforeseeable emergency in accordance with Section 409A of the Internal Revenue Code.

Other potential post-employment payments

It is our policy to provide severance benefits to each of our U.S.-based full-time salaried associates and hourly associates not covered by a collective bargaining agreement who involuntarily lose their positions without cause. Eligible associates who sign a release generally receive one week of base salary at the rate then in effect for each full year of 25% per year commencing one year fromcontinuous service (with any fractions being rounded up). The following table sets forth the dategross amount each NEO would receive under various termination scenarios described above using the following assumptions:

Termination of grant at an exerciseemployment on March 31, 2021

Exercise of all options and vesting of all RSUs based on the closing market price of not less than 100% of the fair market value$52.76 per share of our common stock on the date of grant. Any option granted thereunder may be exercised not earlier than one year and not later than ten years from the date the option is granted. In the event of certain extraordinary transactions, including a change in control of our company, the vesting of such options would automatically accelerate. In fiscal 2002, we granted options to purchase 642,620 shares of our common stock under the Incentive Plan.

Restricted Stock Plan.    We adopted our Restricted Stock Plan in October 1995 and reserved, subject to certain adjustments, an aggregate of 100,000 shares of our common stock to be issued upon the grant of restricted stock awards thereunder. Under the terms of the Restricted Stock Plan, our Compensation Committee and Nomination/Succession Committee may grant to our employees restricted stock awards to purchase shares of common stock at a purchase price of not less than $.01 per share. Shares of common stock issued under the Restricted Stock Plan are subject to certain transfer restrictions and, subject to certain exceptions, must be forfeited if the grantee’s employment with us is terminated at any time prior to the date the transfer restrictions have lapsed. Grantees who remain continuously employed with us become vested in their shares five years after the date of the grant, or earlier upon death, disability, retirement or other special circumstances. The restrictions on any such stock awards automatically lapse in the event of certain extraordinary transactions, including a change in our control. In fiscal 2002, we did not award any shares of common stock under the Restricted Stock Plan.
Corporate Incentive Plan.    In July 2001, we adopted our Incentive Plan and our Incentive Plan Addendum to replace our previous plan. Most of our employees are eligible to participate in the Incentive Plan. Under the Incentive Plan, for each fiscal year, each participant is assigned a participation percentage by our management. The actual bonus to be paid to a participant will be equal to his participation percentage times his base compensation, multiplied by a factor, which is annual budgeted target percentage determined by the Board of Directors plus or minus two times the percentage difference between our actual pretax income and budgeted pretax income for the applicable quarter or year. The bonus is computed and paid quarterly, except that for our 2002 fiscal year such bonus will be calculated and paid annually within two and one-half months after the end of such fiscal year.
Under the terms of our Incentive Plan Addendum, certain of the our executive officers and operating group leaders are eligible to receive an additional bonus equal to one percent per $1 million of the excess of our actual debt repayment compared to a targeted debt repayment set by our Board of Directors.
In fiscal 2002, we did not pay any bonuses under our Incentive Plan to the executives named in the table set forth above.
401(k) Plan.    We maintain a 401(k) retirement savings plan which covers all of our non-union employees, including executives, in the U.S. who have completed at least 90 days of service. Eligible participants may contribute up to 30% of their annual compensation (9% for highly compensatedMarch 31, 2021

45
       
Name 

Voluntary

termination

($)

  

Retirement

($)

  

Involuntary

termination($)

  

Termination in
connection

with change

in control

($)

  

Death

($)

  

Change in

control
only

($)

 

Richard H. Fleming

  —   —   —   —   —   — 

Chairman of the Board and Interim President and Chief Executive Officer

      

David J. Wilson

  129,203(1)   4,288,454(2)   6,576,157(3)   8,485,149(4)   4,788,454(5)   —(6) 

President and Chief Executive Officer

      

Gregory P. Rustowicz

  2,866,929(1)   5,564,961(2)   2,946,814(3)   8,028,430(4)   5,980,961(5)   —(6) 

Vice President Finance and Chief Financial Officer

      

Peter M. McCormick

  1,778,777(1)   3,567,656(2)   1,979,796(3)   5,685,055(4)   3,873,528(5)   —(6) 

Vice President—Crane Solutions

      

Kurt F. Wozniak

  3,098,389(1)   4,795,125(2)   3,248,625(3)   7,083,289(4)   4,965,908(5)   —(6) 

Vice President—Industrial Products

      

Alan S. Korman

  1,402,722(1)   3,295,367(2)   1,478,444(3)   5,292,207(4)   3,648,754(5)   —(6) 

Vice President Corporate Development, General Counsel & CHRO

      

 

 

employees), subject to an annual limitation as adjusted by the provisions of the Internal Revenue Code. Employee contributions are matched by us in an amount equal to 50% of the employee’s salary reduction contributions, as such term is defined in the 401(k) Plan. Our matching contributions are limited to 3% of the employee’s base pay and vest at the rate of 20% per year.
Change in Control Agreements
We have entered into change in control agreements with Messrs. Tevens, Montgomery and Librock, Ms. Howard, Mr. Owen and certain other of our officers and employees. The change in control agreements provide for an initial term of one year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one year term. Generally, each of the named officers is entitled to receive, upon termination of employment within 36 months of a change in control of our company (unless such termination is because of death, disability, for cause or by an officer or employee other than for “good reason,” as defined in the change in control agreements), (i) a lump sum severance payment equal to three times the sum of (A) his or her annual salary and (B) the greater of (1) the annual target bonus under the Incentive Plan in effect on the date of termination and (2) the annual target bonus under the Incentive Plan in effect immediately prior to the change in control of our company, (ii) continued coverage for 36 months under our medical and life insurance plans, (iii) at the option of the executive or employee, either three additional years of deemed participation in our tax-qualified retirement plans or a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us for three additional years and (iv) certain other specified payments. Aggregate “payments in the nature of compensation” (within the meaning of Section 280G of the Internal Revenue Code) payable to any executive or employee under the change in control agreements is limited to the amount that is fully deductible by us under Section 280G of the Internal Revenue Code less one dollar. The events that trigger a change in control under the change in control agreements include (i) the acquisition of 20% or more of the our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board of Directors, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of the our assets and (v) the approval of our shareholders of a plan of dissolution or liquidation.
Consulting Agreement
In October 2001, we entered into a consulting agreement with Herbert P. Ladds, Jr., our Chairman of the Board. Under the terms of this consulting agreement, Mr. Ladds will be available to us approximately 40 hours per month to advise us on such matters as may be requested by our Board of Directors or Chief Executive Officer. As compensation for his services, Mr. Ladds will be paid a monthly fee of $23,750. In the event Mr. Ladds provides more than 40 hours of services in any month, he will receive an additional payment for such month in an amount of $200 per hour for each such hour in excess of 40. We will also reimburse Mr. Ladds for all reasonable out-of-pocket expenses incurred by him in rendering services pursuant to the consulting agreement. The consulting agreement terminates on December 31, 2003, and thereafter may be extended for additional one year terms by mutual agreement of the parties. Either party may terminate the consulting agreement, for any reason or for no reason, upon delivery of 60 days prior written notice. The consulting agreement also terminates automatically upon Mr. Ladds’ inability to perform his obligations arising under the agreement due to his death or disability.

46

Options Granted in Last Fiscal Year
The following table contains information concerning the grant of stock options to our executives named below in fiscal 2002. The exercise price of all such options is equal to the market value of our common stock on the date of the grant.
Name and Principal Position
    
Option
Grants(1)
    
Percentage of Total Options Granted to Employees in Fiscal Year
  
Exercise Price Per Share
  
Expiration Date
  
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term
              
5% (2)
  
10% (3)
Timothy T. Tevens,
President and Chief
Executive Officer
    60,000    7.87  $10.00  8/20/11  $377,400  $956,400
Robert L. Montgomery, Jr.,
Executive Vice President
and Chief Financial Officer
    —    —  —  —   —  —
Ned T. Librock,   
Vice President –
Sales and Marketing
    45,000    5.91    10.00  8/20/11    283,050    717,300
Karen L. Howard,
Vice President – Controller
    45,000    5.91    10.00  8/20/11    283,050    717,300
Joseph J. Owen
Vice President – Strategic Integration
    45,000    5.91    10.00  8/20/11    283,050    717,300
(1) Options granted pursuant toIncludes (i) the Incentive Plan and the Non-Qualified Plan become exercisable in cumulative annual incrementsvalue of 25% beginning one year fromvested stock options, (ii) accrued vacation through the date of grant; however, intermination, (iii) the eventvested portion of certain extraordinary transactions, including a changeeach such NEO’s 401(k) Plan account, (iv) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, and (v) any vested benefits under our ESOP. In addition, each NEO would be entitled to receive accrued salary through the date of control of us, the vesting of such options would automatically accelerate.termination.

(2) RepresentsIncludes (i) the potential appreciationvalue of vested stock options, (ii) accrued vacation through the date of termination, (iii) the vested portion of each such NEO’s 401(k) Plan account, (iv) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, (v) any vested benefits under our ESOP, (vi) unless otherwise provided in an equity award agreement, the value of all options, restricted shares or RSUs and performance shares or RSUs which become fully vested and (vii) awards under the Annual Incentive Plan earned in fiscal year 2021 (which amounts, for purposes of this calculation, have been estimated as the Compensation Committee has not yet finally determined by assuming an annual compounded ratethe amounts payable under the Annual Incentive Plan for fiscal year 2021). In addition, each NEO would be entitled to receive accrued salary through the date of appreciation of 5% per year over the ten-year term of the grants, as prescribed by the rules. The amount set forth above is not intended to forecast future appreciation, if any, of the stock price. There can be no assurance that the appreciation reflected in this table will be achieved.termination.

(3) RepresentsIncludes (i) severance, (ii) the potential appreciationvalue of vested stock options, (iii) accrued vacation through the date of termination, (iv) the vested portion of each such NEO’s 401(k) Plan account, (v) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, and (vi) any vested benefits under our ESOP. In addition, each NEO would be entitled to receive accrued salary through the date of termination.

(4)Includes (i) termination payments under the change-in-control agreements (up to the maximum permitted), (ii) the value of vested stock options, (iii) accrued vacation through the date of termination, (iv) the vested portion of each such NEO’s 401(k) Plan account, (v) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as applicable, (vi) any vested benefits under our ESOP and (vii) awards under the Annual Incentive Plan earned in fiscal year 2021 (which amounts, for purposes of this calculation, have been estimated as the Compensation Committee has not yet finally determined the amounts payable under the Annual Incentive Plan for fiscal year 2021). Termination payments under the change-in-control agreements include (i) a lump sum severance payment equal to three times the sum of (a) annual salary and (b) the greater of (1) the annual target bonus under the Annual Incentive Plan in effect on the date of termination and (2) the annual target bonus under the Annual Incentive Plan in effect immediately prior to the change-in-control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which would have accrued under our tax-qualified retirement plans had each such NEO’s continued to be employed by us for three additional years, (iv) unless otherwise provided in an equity award agreement, the value of all options, determinedrestricted shares or RSUs and earned performance shares or RSUs for which the vesting period has not been completed which become fully vested. For purposes of this calculation, we have also assumed that any performance RSUs for which the performance period has not yet been completed and, as a result, remain unearned will be assumed by assuming an annual compounded rate of appreciation of 10% per year over the ten-year termsuccessor entity, and therefore are not included as part of the grant,figure shown above. In addition, each NEO would be entitled to receive accrued salary through the date of termination

(5)Includes (i) Company provided group term life insurance benefits, (ii) the value of vested stock options, (iii) accrued vacation through the date of termination, (iv) the vested portion of each such NEO’s 401(k) Plan account, (v) any vested benefits under the CMCO Pension Plan or Magnetek Pension Plan, as prescribedapplicable, (vi) any vested benefits under our ESOP, (vii) unless otherwise provided in an equity award agreement, the value of all stock options not previously vested, restricted shares or RSUs and performance shares or RSUs which become fully vested and (viii) awards under the Annual Incentive Plan earned in fiscal year 2021 (which amounts, for purposes of this calculation, have been estimated as the Compensation Committee has not yet finally determined the amounts payable under the Annual Incentive Plan for fiscal year 2021). In addition, accrued salary through the date of termination would be paid out.

(6)No payments or awards are provided unless restricted shares, RSUs, performance RSUs and options held by the rules. The amounts set forth aboveNEOs are not intended to forecast future appreciation, if any, ofassumed by the stock price. There can be no assurancesuccessor entity. In the event that the appreciation reflected in this table willsuccessor entity does not assume the restricted shares, RSUs, performance RSUs and options, all restricted shares, options, RSUs , earned performance RSUs for which the vesting period has not been completed and unearned performance RSUs (which would become earned RSUs at target achievement levels) would be achieved.vested and payable to the NEOs.

47
CEO pay ratio

Aggregate Option ExercisesPursuant to the instructions to Item 402(u) of Regulation S-K, for purposes of this prospectus, we are presenting the pay ratio of our median employee’s compensation for the fiscal year ended March 31, 2020 as we have not yet published our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

We believe executive pay must be market competitive and internally fair and equitable to motivate our associates to create shareholder value. The Compensation and Succession Committee monitors the relationship between the pay our executive officers receive and the pay of our associates to ensure we remain competitive, fair and equitable. The Compensation and Succession Committee reviewed the CEO pay total from the summary compensation table to the pay of our median employee’s compensation for the fiscal year ended March 31, 2020.

The compensation of our CEO in Last Fiscal Year and Fiscal Year-End Option Valuesthe fiscal year ended March 31, 2020 was approximately 53:1 times the median pay of our employees.

Our CEO to median employee pay ratio is calculated in accordance with the SEC’s 2019 proxy statement requirements pursuant to Item 402(u) of Regulation S-K.

The following table sets We determined the median employee through examination of the calendar year 2019 annual total compensation for all associates, excluding the CEO, who were actively employed on December 31, 2019, the final day of the calendar year. We included all employees by applying a recognized test as defined by labor law. We annualized the pay of any associates that were absent without pay or newly hired during the fiscal year. We believe the use of annual total compensation for all associates consistently applies the measure globally. After identifying the median employee based on annual total compensation, we calculated this associates annual total compensation using the same methodology used for our named executive officers as set forth information with respect to our executives named above concerningin the exercise of options during fiscal 2002 and unexercised options held at the end of fiscal 2002.
     
Shares Acquired on Exercise
  
Value Realized
  
Number of Securities
Underlying Unexercised
Options at Fiscal Year End
    
Value of Unexercised
in-the-Money Options
At Fiscal Year End (1)
Name and Principal Position
        
Exercisable
    
Unexercisable
    
Exercisable
  
Unexercisable
Timothy T. Tevens,    $  —  $  —  77,000    87,000    $  —  $168,000
President and Chief                         
Executive Officer                         
Robert L. Montgomery, Jr.,        —      —  —    —        —   —
Executive Vice President                         
And Chief Financial Officer                         
Ned T. Librock,        —      —  68,001    62,999        —   126,000
Vice President – Sales and                         
Marketing                         
Karen L. Howard,        —      —  68,001    62,999        —   126,000
Vice President – Controller                         
Joseph J. Owen,        —      —  9,750    54,250        —   126,000
Vice President – Strategic Integration                         
                          
(1)Represents the difference between $12.80, the closing market value of our common stock as of March 31, 2002 and the exercise prices of such options, which are exercisable at an exercise price less than $12.80.
Company’s summary compensation table.

Equity Compensation Plan Informationcompensation plan information

The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of March 31, 2002,2021, including the Non-Qualifiedrestricted stock plan, the Columbus McKinnon Corporation 2016 Long-term Incentive Plan, as amended and restated in 2019, the Incentive Plan.

Plan Category
    
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
    
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
    
Number of Securities Remaining for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders    1,406,160    $    14.34    76,340
Equity compensation plans not approved by securityholders    —    —    —
Total    1,406,160    $    14.34    76,340

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non-qualified plan and ISO plan:

The Committees of our Board of Directors
Audit Committee
Our Board of Directors has a standing Audit Committee comprised of Mr. Fleming, as Chairman,and Messrs. Black and Pascual. Each member of the Audit Committee is independent as defined in the listing standards of the National Association of Security Dealers. The duties of our Audit Committee consist of reviewing with our independent auditors and our management, the scope and results of the annual audit and other services provided by our independent auditors. The Audit Committee also reviews the scope and resulting reports of our internal audits. Our Audit Committee held three meetings in fiscal 2002.
Compensation and Nomination/Succession Committee
Our Compensation and Nomination/Succession Committee consists of Mr. Pascual, as Chairman, and Messrs. Black and Fleming, all of whom are non-employee independent directors. Our Compensation Committee makes recommendations concerning the salaries for our officers and incentive compensation for our employees. During fiscal 2002 and prior thereto, no member of our Compensation and Nomination/Succession Committee served as one of our executive officers or employees. Our Compensation and Nomination/Succession Committee held seven meetings in fiscal 2002.
Compensation and Nomination/Succession Committee Report on Executive Compensation
Compensation for our executive officers is administered by the Compensation and Nomination/Succession Committee which currently consists of three independent (non-employee) directors. Our Board of Directors has delegated to the Compensation and Nomination/Succession Committee responsibility for establishing, administrating and approving the compensation arrangements of our Chief Executive Officer and other executive officers.
The following objectives, established by the Compensation and Nomination/Succession Committee, are the basis for our executive compensation program:
Ÿ
providing a comprehensive program with components including base salary, performance incentives and benefits that support and align with our goal of providing superior value to customers and shareholders; and
Ÿ
ensuring that we are competitive and can attract and retain qualified and experienced executive officers and other key personnel; and
Ÿ
appropriately motivating our executive officers and other key personnel to attain short, intermediate and long term corporate and divisional performance goals and manage our company to achieve sustained long term growth.
The Compensation and Nomination/Succession Committee reviews compensation policy and specific levels of compensation paid to our Chief Executive Officer and other executive officers and reports and makes recommendations to our Board of Directors regarding executive compensation, policies and programs.
The Compensation and Nomination/Succession Committee is assisted in these efforts, when required, by an independent outside consultant and by our internal staff, who provide the

49
    
Plan category 

Number of securities

to be issued upon

exercise of

outstanding
options,

    warrants and rights

  

Weighted average

exercise price of

outstanding options,

warrants and rights

($)

  

Number of securities

remaining for

future issuance

under equity

compensation plans

(excluding securities
reflected in first
column)

 

Equity compensation plans approved by security holders

  657,814   27.45   2,252,478 

Equity compensation plans not approved by security holders

  —   —   — 

Total

  657,814   27.45   2,252,478 

 

 

Compensation and Nomination/Succession Committee with relevant information and recommendations regarding compensation policies and specific compensation matters.
Annual Compensation Programs
Our executives’ base salaries are compared to manufacturing companies included in a periodic management survey completed by outside compensation consultants and all data has been regressed to revenues equivalent to our revenues. This survey is used because it reflects companies in the same revenue size and industry sectors as us. The Compensation and Nomination/ Succession Committee believes salaries should be targeted toward the median of the surveyed salaries reported, depending upon the relative experience and individual performance of the executive.
Salary adjustments are determined by three factors: (i) an assessment of the individual executive officer’s performance and merit, (ii) our goal of achieving market parity with salaries of comparable executives in the competitive market and (iii) the occurrence of any promotion or other increases in responsibility of the executive. In assessing market parity, we target groups of companies surveyed and referred to above.
Each executive officer’s corporate position is assigned a title classification reflecting evaluation of the position’s overall contribution to our corporate goals and the value the labor market places on the associated job skills. A range of appropriate salaries is then assigned to that title classification. Each April, the salary ranges may be adjusted to reflect market conditions, including changes in comparison companies, inflation, and supply and demand in the market. The midpoint of the salary range corresponds to a “market rate” salary which the Compensation and Nomination/Succession Committee believes is appropriate for an experienced executive who is performing satisfactorily, with salaries in excess of the salary range midpoint appropriate for executives whose performance is superior or outstanding.
The Compensation and Nomination/Succession Committee has recommended that any progression or regression within the salary range for an executive officer will depend upon a formal annual review of job performance, accomplishments and progress toward individual and/or overall goals and objectives for each of our segments that such executive officer oversees as well as his contributions to our overall direction. The long term growth in our shareholder value is an important factor. The results of executive officers’ performance evaluations will form a part of the basis of the Compensation and Nomination/Succession Committee’s decision to approve, at its discretion, future adjustments in base salaries of our executive officers.
Chief Executive Officer Compensation
Compensation decisions affecting our Chief Executive Officer were based on quantitative and qualitative factors. These factors were accumulated by an external compensation consulting firm and included comparisons of our fiscal 2002 financial statistics to peer companies, strategic achievements such as acquisitions and their integration, comparisons of the base salary level to the median for comparable companies in published compensation surveys, and assessments prepared internally by other members of our executive management. In fiscal 2002, Mr. Tevens did not receive a bonus. Based upon the performance of Mr. Tevens and our results for fiscal 2002, Mr. Tevens will receive a base salary of $496,250 for fiscal 2003, which represents an increase of 5%.

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Section 162(m) of Internal Revenue Code
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1.0 million paid to a company’s chief executive officer and any one of the four other most highly paid executive officers during its taxable year. Qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. Based upon the compensation paid to our executive officers in fiscal 2002, it does not appear that the Section 162(m) limitation will have a significant impact on us in the near term. However, the Compensation and Nomination/Succession Committee plans to review this matter periodically and to take such actions as are necessary to comply with the new statute to avoid non-deductible compensation payments.
Carlos Pascual, Chairman
L. David Black
Richard H. Fleming

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PERFORMANCE GRAPH
The Performance Graph shown below compares the cumulative total shareholder return on our common stock based on its market price with the total return of the S&P MidCap 400 Index and the Dow Jones Industrial – Diversified Index. The comparison of total return assumes that a fixed investment of $100 was invested on April 1, 1997 in our common stock and in each of the foregoing indices and further assumes the reinvestment of dividends. The stock price performance shown on the graph is not necessarily indicative of the future price performance of our common stock.
LOGO

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PRINCIPAL AND SELLING SHAREHOLDERSSecurity ownership of certain beneficial owners and management

and related party transactions

The following table sets forth certain information as of March 31, 2021 regarding the beneficial ownership of our common stock as of May 31, 2002, and as adjusted to reflect the sale of 5,000,000 shares of common stock by our company and the sale of 250,000 shares of common stock by the selling shareholder, by (i) each person who is known by us to own beneficially more than five percent5% of the outstandingour common stockstock; (ii) by each member of our Board; (iii) by each of our directors, (iii) each of our five most highly compensated executive officers named in the summary compensation table under “Compensation of directors and executive officers” and (iv) by all of our directors and executive officers and directors as a groupgroup. The business address of each of the executive officers and (iv) Herbert P. Ladds, Jr., the selling shareholder.

   
Beneficial Ownership
Prior to Offering
  
Number of Shares
Offered
  
Beneficial Ownership
After Offering
Name
  
Number
  
Percentage
    
Number
  
Percentage
Herbert P. Ladds, Jr. (2)(3)  914,610    6.03  250,000  664,610    3.29
Timothy T. Tevens (2)(4)  123,867  *  —  123,867  *
Robert L. Montgomery, Jr. (2)(5)  1,152,406    7.59  —  1,152,406    5.71
L. David Black (2)  1,700  *  —  1,700  *
Carlos Pascual (2)  1,500  *  —  1,500  *
Richard H. Fleming (2)  1,504  *  —  1,504  *
Ned T. Librock (2)(6)  101,047  *  —  101,047  *
Karen L. Howard (2)(7)  97,748  *  —  97,748  *
Joseph J. Owen (2)(8)  25,107  *  —  25,107  *
All Directors and Executive Officers as a Group (13 persons) (9)  2,484,235  16.37  250,000  2,234,235  11.07
Capital Group International, Inc. (10)  2,168,600  14.29  —  2,168,600  10.75
Dimensional Fund Advisors Inc. (11)  939,200    6.19  —  981,300    4.65
Gilchrist B. Berg (12)  810,458    5.34  —  810,458    4.02
Cannell Capital, LLC (13)  780,600    5.14  —  780,600    3.87
directors is 205 Crosspoint Parkway, Buffalo, New York 14068.

   
  Beneficial ownership
before the offering hereby		  Beneficial ownership after the offering hereby 
     Assuming no exercise of the
underwriters’ option		  Assuming the underwriters’
option is exercised in full		 
Directors, officers and 5%
shareholders		 Number of
shares(1)		  Percentage
of class		  Number of
shares(1)		  Percentage
of class		  Number of
shares(1)		  Percentage
of class		 

Richard H. Fleming(2)

  61,276   *   61,276    61,276  

David J. Wilson(3)

  74,943   *   74,943    74,943  

Nicholas T. Pinchuk(2)

  48,550   *   48,550    48,550  

Liam G. McCarthy(2)

  45,123   *   45,123    45,123  

Heath A. Mitts(2)

  19,441   *   19,441    19,441  

Kathryn V. Roedel(2)

  6,594   *   6,594    6,594  

Aziz S. Aghili(2)

  6,594   *   6,594    6,594  

Jeanne Beliveau-Dunn(4)

  901   *   901    901  

Peter M. McCormick(5)

  56,517   *   56,517    56,517  

Alan S. Korman(6)

  44,776   *   44,776    44,776  

Gregory P. Rustowicz(7)

  87,959   *   87,959    87,959  

Kurt F. Wozniak(8)

  57,859   *   57,859    57,859  

All Directors and Executive Officers as a Group

(16 persons)(9)

  600,029   2.5%   600,029    600,029  

Columbus McKinnon Corporation Employee Stock Ownership Plan

  215,675   *   215,675    215,675  

Dimensional Fund Advisors LP (10)

  1,574,465   6.6%   1,574,465    1,574,465  

BlackRock, Inc.(11)

  1,827,451   7.6%   1,827,451    1,827,451  

Macquarie Group Ltd.(12)

  1,458,772   6.1%   1,458,772    1,458,772  

Franklin Mutual Advisers, LLC(13)

  1,344,277   5.6%   1,344,277    1,344,277  

Victory Capital Management, Inc.(14)

  1,282,065   5.4%   1,282,065    1,282,065  

 

 

* Less than 1%.

(1) Rounded to the nearest whole share. Unless otherwise indicated in the footnotes, each of the shareholders named in this table has sole voting and investment power with respect to the shares of common stock shown as beneficially owned by such stockholder,shareholder, except to the extent that authority is shared by spouses under applicable law.

(2) The business address ofDoes not include 2,647 RSUs held by each of the executive officersMessrs. Fleming, Pinchuk, McCarthy, Mitts and directors is 140 John James Audubon Parkway, Amherst, New York 14228-1197.Aghili, and Ms. Roedel.

(3) Includes (i) 731,35512,334 shares of common stock owned directlydirectly; (ii) 41,905 RSUs which are subject to forfeiture, of which 250,000 shares are being sold in this offering (ii) 163,705 shares of common stock owned directly by Mr. Ladds’ spouse7,607 RSUs vest within 60 days; and (iii) 19,550 shares of common stock held by Mr. Ladds’ spouse as trustee for the grandchildren of Mr. Ladds.
(4)Includes (i) 21,896 shares of common stock owned directly, (ii) 7,000 shares of common stock owned directly by Mr. Tevens’ spouse, (iii) 50 shares of common stock owned by Mr. Tevens’ son, (iv) 4,422 shares of common stock allocated to Mr. Tevens’ ESOP account, (v) 67,85720,704 shares of common stock issuable under options granted to Mr. Tevens under the Incentive PlanWilson, which are exercisable within 60 days and (vi) 22,642days. Excludes 41,408 shares of common stock issuable under options granted to Mr. Tevens under the Non-Qualified PlanWilson, which are not exercisable within 60 days. Excludes 44,573

(4)Does not include 1,507 RSUs held by Ms. Beliveau-Dunn.

(5)Includes (i) 25,260 shares of common stock owned directly; (ii) 17,584 RSUs which are subject to forfeiture, of which 9,005 RSUs vest within 60 days; and (iii) 13,673 shares of common stock issuable under options granted to Mr. Tevens under the Incentive Plan and 28,928McCormick, which are exercisable within 60 days. Excludes 17,369 shares of common stock issuable under options granted to Mr. Tevens under the Non-Qualified PlanMcCormick, which are not exercisable within 60 days.

(5)(6) Includes (i) 1,052,74511,419 shares of common stock owned directly,directly; (ii) 85,000 shares of common stock owned directly by Mr. Montgomery’s spouse and (iii) 14,661302 shares of common stock allocated to Mr. Montgomery’sKorman’s ESOP account. Excludes 1,369,963 additional sharesaccount; (iii) 21,514 RSUs which are subject to forfeiture, of common stock owned by the ESOP for which Mr. Montgomery serves as one of four trustees10,131 RSUs vest within 60 days; and for which he disclaims any beneficial ownership.
(6)Includes (i) 19,390 shares of common stock owned directly, (ii) 152 shares of common stock owned by Mr. Librock’s son, (iii) 4,505 shares of common stock allocated to Mr. Librock’s ESOP account, (iv) 66,75911,541 shares of common stock issuable under options granted to Mr. Librock under the Incentive Plan, Korman which are exercisable within 60 days and (v) 10,241days. Excludes 15,127 shares of common stock issuable under options granted to Mr. Librock under the Non-Qualified PlanKorman which are not exercisable within 60 days. Excludes 46,086

(7)Includes (i) 40,367 shares of common stock owned directly; (ii) 242 shares of common stock allocated to Mr. Rustowicz’s ESOP account; (iii) 29,257 RSUs which are subject to forfeiture, of which 14,271 RSUs vest within 60 days; and (iv) 18,093 shares of common stock issuable under options granted to Mr. Librock under the Incentive Plan and 7,914Rustowicz, which are exercisable within 60 days. Excludes 23,463 shares of common stock issuable under options granted to Mr. Librock under the Non-Qualified PlanRustowicz, which are not exercisable within 60 days.
(7)Includes (i) 12,296 shares of common stock owned directly, (ii) 1,452 shares allocated to Ms. Howard’s ESOP account, (iii) 66,759 shares of common stock issuable under options granted to Ms. Howard under the Incentive Plan which are exercisable within 60 days and (iv) 10,241 shares of common stock issuable under options granted to Ms. Howard under the Non-Qualified Plan which are exercisable within 60 days. Excludes (i) 1,383,172 additional shares of common stock owned by the ESOP for which Ms. Howard serves as one of four trustees and for which she disclaims any beneficial ownership and (ii) 46,086 shares of common stock issuable under options granted to Ms. Howard under the Incentive Plan and 7,914 shares of common stock issuable under options granted to Ms. Howard under the Non-Qualified Plan which are not exercisable within 60 days.

53

(8) Includes (i) 8,48026,890 shares of common stock owned directly,directly; (ii) 1,327 shares of common stock owned by Mr. Owen’s spouse, (iii) 8001,609 shares of common stock allocated to Mr. Owen’sWozniak’s ESOP accountaccount; (iii) 17,216 RSUs which are subject to forfeiture, of which 8,619 RSUs vest within 60 days; and (iv) 14,50012,144 shares of common stock issuable under options granted to Mr. Owen under the Incentive PlanWozniak, which are exercisable within 60 days. Excludes 45,00016,465 shares of common stock issuable under options granted to Mr. Owen under the Incentive Plan and 4,500 shares under the Non-Qualified Plan.Wozniak, which are not exercisable within 60 days.

(9) Includes (i) options to purchase an aggregate of 282,61098,908 shares of common stock issuable to certain executive officers, under the Incentive Plan and Non-Qualified Plan, all of which are exercisable within 60 days. Excludes (i) the shares of common stock owned by the ESOP, as to which Mr. Montgomery, Ms. Howard and Mr. Myers serve as trustees, except for an aggregate of 45,9093,655 shares allocated to the respective ESOP accounts of theour executive officers of the Companyofficers; and (ii) options to purchase an aggregate of 320,440154,018 shares of common stock issued to certain executive officers under the Incentive Plan and Non-Qualified Plan, none of which, are not exercisable within 60 days.

(10)
Information with respect to Capital Group International, Inc. and its holdings of common stock is based on a Schedule 13G jointly filed by Capital Group International, Inc. and Capital Guardian Trust Company with the SEC on February 11, 2002. Based solely upon information in this Schedule 13G, Capital Group International, Inc. has sole voting power of 1,685,200 shares of such common stock and sole dispositive power of 2,168,600 shares of such common stock. Capital Guardian Trust Company is a wholly owned subsidiary of Capital Group International, Inc. The stated business address for both Capital Group International, Inc. and Capital Guardian Trust Company is 11100 Santa Monica Blvd, 15th Floor, Los Angeles, California 90025-3384.
(11) Information with respect to Dimensional Fund Advisors Inc. and its holdings of common stockLP is based on a Schedule 13G of Dimensional Fund Advisors, Inc.13G/A filed with the SEC on February 12, 2002.2021. Based solely upon information in this Schedule 13G/A, Dimensional Fund Advisors LP has sole dispositive power with respect to all of such shares of common stock. The stated business address forof Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(11)Information with respect to BlackRock, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.based on a Schedule 13G/A filed with the SEC on January 29, 2021. Based solely upon information in this Schedule 13G/A, BlackRock, Inc. has sole dispositive power with respect to all of such shares of common stock. The stated business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(12) Information with respect to Mr. Gilchrist B. Berg and his holdings of common stockMacquarie Group Limited is based on a Schedule 13G13G/A jointly filed by Mr. BergMacquarie Group Limited, Macquarie Bank Limited, Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust with the SEC on February 5, 2002.12, 2021. Based solely upon information in this Schedule 13G/A, Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust have sole dispositive power with respect to 1,449,163 shares of common stock. The stated business address for Mr. Bergof Macquarie Group Limited is 225 Water Street, Suite 1987, Jacksonville, Florida 32202.50 Martin Place, Sydney, New South Wales, Australia.

(13) Information with respect to Cannell CapitalFranklin Mutual Advisers, LLC and its holdings of common stock is based on a Schedule 13G jointly filed with the SEC on February 14, 2002 by Cannell Capital4, 2021. Based solely upon information in this Schedule 13G, Franklin Mutual Advisers, LLC J. Carlo Cannell, The Anegada Fund Limited, The Cuttyhunk Fund Limited, Tonga Partners, L.P., GS Cannell Portfolio, LLC, Pleiades Investment Partners, L.P. and George S. Sarlo 1995 Charitable Remainder Trust. J. Carlo Cannell is the managing member and majority ownerhas sole dispositive power with respect to all of Cannell Capital, LLC, which is a registered investment advisor and serves in such capacity for the other entities listed.shares of common stock. The stated business address for Cannell Capitalof Franklin Mutual Advisers, LLC is 2500 18th Street, San Francisco, California 94110.101 John F. Kennedy Parkway, Short Hills, New Jersey 07078-2789.

54
(14)Information with respect to Victory Capital Management, Inc. is based on a Schedule 13G filed with the SEC on February 9, 2021. Based solely upon information in this Schedule 13G, Victory Capital Management, Inc. has sole dispositive power with respect to all of such shares of common stock. The stated business address of Victory Capital Management, Inc. is 4900 Tiedeman Rd. 4th Floor, Brooklyn, Ohio 44144.

Certain relationships and related party transactions

The Audit Committee of the Board reviews and makes recommendations where appropriate to the Board with respect to all related party transactions and relationships. Pursuant to Regulation S-K Item 404, a “related person” includes (among others) an officer, director and, by reference to Regulation S-K Item 403(a), a party who beneficially owns more than 5% of any class of the Company’s voting securities, or a person known by the Company to be an immediate family member of any of the foregoing, who is a party to a transaction with the Company in which the payment for a fiscal year exceeds $120,000. Any such related party transaction is required to be on terms no less favorable to the Company than could be obtained from an unaffiliated third party. The Company has a separate “Related Person Transaction Policy”, as well as other various policies and procedures, including the Company’s Global Legal Ethics and Business Compliance Manual and the annual directors’ and officers’ questionnaires that require disclosure of transactions or relationships that may constitute conflicts of interest or require disclosures or affect an independence determination under applicable SEC rules.

DESCRIPTION OF CAPITAL STOCKShares eligible for future sale

Our common stock is traded on the Nasdaq Global Select Market under the symbol “CMCO.” As of April 12, 2021, there were 337 holders of record of our common stock.

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect market prices prevailing from time to time, may make it more difficult for you to sell your common stock at a time and price that you deem appropriate and could impair our ability to raise capital through the sale of our equity securities. See the section titled “Risk factors—Risks related to the ownership of our common stock—Future sales of our common stock could cause the market price for our common stock to decline.”

Based on the 23,985,393 shares outstanding as of April 15, 2021 and after giving effect to the issuance and sale of              shares of common stock to be sold in this offering,             shares of our common stock will be outstanding.

Lock-up restrictions

Our executive officers and directors have agreed that, for a period of 90 days after the date of this prospectus, they will not, without the prior written consent of J.P. Morgan Securities LLC, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock subject to certain exceptions.

We have agreed, subject to certain exceptions, not to issue, sell or otherwise dispose of any shares of our common stock or any securities convertible into or exchangeable for our common stock during the 90-day period following the date of this prospectus.

After this offering, executive officers and directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Except for sales under trading plans in existence prior to the date of this prospectus, sales under these trading plans entered into during the 90-day period after the date of this prospectus would not be permitted until the expiration of the lock-up provisions described above. See “Underwriting (conflicts of interest).”

Description of capital stock

Our authorized capital stock consists of 50 million shares of common stock, par value $.01 per share, and one million shares of preferred stock, $1.00 par value per share. As of March 31, 2002,April 15, 2021, there were 14,895,17223,985,393 shares of common stock issued and outstanding. Upon completion of this offering, there will be 19,895,172      shares of common stock issued and outstanding, assuming no exercise of the underwriters’ over-allotment option. There are no shares of our preferred stock outstanding. The following description of our capital stock is a summary only and is derived from our certificate of incorporation.

Common stock

Common StockAuthorized shares.

Voting Rights.    Each shareOur authorized capital stock consists of 50,000,000 shares of common stock, par value $.01 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. As of April 15, 2021, there were (i) 23,985,393 shares of common stock outstanding, (ii) 657,814 shares of common stock issuable upon exercise of restricted stock, RSUs, performance RSUs and stock options outstanding as of March 31, 2021; and (iii) 2,252,478 shares of common stock reserved and available for future issuance under our equity compensation plans as of March 31, 2021. There are no shares of our preferred stock outstanding. The following description of our capital stock is a summary only and is derived from our restated certificate of incorporation, as amended, and our sixth amended and restated by-laws.

Voting rights.

Holders of common stock are entitled to one vote on all matters submitted to a vote of our shareholders, including the election of directors. There is no cumulative voting. Therefore, the holders of a majority of the shares of common stock voted in an election of directors can elect all of the directors then standing for election, subject to any rights of the holders of any outstanding preferred stock.

Dividends.    Holders of shares of common stock, are entitled to receive dividends, if as and when such dividends are declared by our Board of Directors out of assets legally available therefor after payment of dividends required to be paid on shares of outstanding preferred stock.
any.

Liquidation.

In the event of any dissolution, liquidation or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for the holders of outstanding preferred stock, if any, our remaining assets will be distributed ratably among the holders of our common stock.

Pre-emption

or similar rights.

Preferred StockThere are no pre-emptive

or other rights to subscribe for any of our shares or securities. Our common stock is not subject to any conversion, redemption or sinking fund provisions. There are no restrictions on alienability of the securities to be registered by the registration statement of which this prospectus forms a part.

Dividends.

Holders of shares of common stock are entitled to receive dividends, if, as and when such dividends are declared by our Board out of Directors has the authorityassets legally available therefor after payment of dividends required to issuebe paid on shares of outstanding preferred stock, in one or more seriesif any.

Transfer agent and to establish the rightsregistrar.

The transfer agent and restrictions granted to or imposed on any unissued shares of preferred stock and to fix the number of shares constituting any series without any further vote or action by our shareholders. Our Board of Directors has the authority, without approval of our shareholders, to issue preferred stock that has voting and conversion rights superior toregistrar for our common stock which could have the effect of deterring, delaying or preventing a change in control. We currently have no plans to issue any shares of preferred stock.

There are 250,000 shares of our Series A junior participating preferred stock reserved for issuance upon exercise of rights under our rights agreement. For a more detailed discussion of our rights agreementis American Stock Transfer and our Series A junior participating preferred stock, please see “Rights Agreement.”
Trust Company.

Certain Provisionsprovisions of the Certificatecertificate of Incorporationincorporation and By-Lawsby-laws.

Number, Vacancies and Removal of Directors.    OurThe Board is not classified and our directors are elected annually at our annual meeting of shareholders. The number of our directors may be fixed from time to time by a resolution adopted by a majority of our directors then in office, but the Board of Directors may not consist of fewer than three nor more than nine directors. A director may be removed for cause by the vote of a majority of the directors then in office.office; provided, however, that such removal may only be for cause. Any director vacancies for any reason other than from newly created directorships may be filled by a vote of a majority of directors then in office. Any newly created directorships resulting from an increase in the number of our directors may be filled by a vote of a majority of the our entire Board, of Directors, inclusive of vacancies. These provisions may have

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the effect of preventing our shareholders from removing incumbent directors, increasing the size the number of our directors or filling vacancies on ourthe Board of Directors without the support of our incumbent directors.

Shareholder MeetingsMeetings..    Matters may be brought by our shareholders before an annual or special meeting only in compliance with certain notice procedures contained in our sixth amended and restated by-laws. Our shareholders may bring before an annual meeting a proposal or a nomination for director only if the shareholder delivers a notice of such proposal or nomination to our Secretary not less than sixty90 and no more than ninety120 days prior to the first anniversary date of the annual meeting of shareholders for the preceding year. A proposal notice must state the text of the proposal and a brief written statement of the reasons why the shareholder favors the proposal. A notice regarding nomination of a person for director must contain certain information regarding the person nominated, including the number of shares of capital stock of the companyCompany held by such person. Any matters acted upon at a special meeting of our shareholders are limited to only those matters set forth on our notice of meeting. In the event that we call a special meeting for the purpose of electing directors, a nomination for director may be made by a shareholder if the shareholder has provided notice of the nomination to our Secretary not later than the close of business on the tenth day following the public announcement of the special meeting. A special meeting of our shareholders can be called only by our Chairman of the Board or our President or by a resolution of our Board of Directors.Board.

Rights Agreement
On October 25, 1997, our Board of Directors approved a rights agreement with American Stock Transfer & Trust Company, as rights agent, and declared a dividend of one right for each outstanding share of the our common stock to shareholders of record at the close of business on November 10, 1997. Certificates for our common stock issued after November 10, 1997 contain a notation incorporating the rights agreement by reference. The rights agreement was amended and restated on October 1, 1998.
Under the terms of the rights agreement, each right entitles the registered holder to purchase from us a unit consisting of one one-hundredth of a share of Series A junior participating preferred stock, par value $1.00 per share, at a price of $80.00 per unit of one one-hundredth of a share, subject to adjustment. The rights are represented by the certificates for our common stock and are not separately transferable from our common stock. The rights, however, separate from the common stock upon the earlier of:
•
ten days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the shares of our common stock then outstanding; or
•
ten business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of our outstanding shares of common stock (unless such tender offer or exchange offer is an offer for all outstanding shares of common stock which a majority of our unaffiliated directors (who are not officers of the company) determined to be fair to and otherwise in our best interests and the best interest of our shareholders).
The earlier of these two dates is called the “distribution date”. As soon as practicable after the distribution date, rights certificates will be mailed to holders of record of our common stock as of the close of business on the distribution date. The rights are not exercisable until the distribution date and expire at the close of business on November 10, 2007, unless earlier redeemed by us.

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If any person or group of persons becomes the beneficial owner of 20% or more of the then outstanding shares of our common stock, except in connection with an offer approved by our Board of Directors, each holder of a right (except the acquiring person or group) will thereafter have the right to receive, upon payment of the purchase price, shares of our common stock (or, in certain circumstances, cash, property or other securities of the our company) having a value equal to two times the purchase price of the right. All rights that are or under certain circumstances, were, beneficially owned by the acquiring person or group will be null and void. However, rights are not exercisable following the occurrence of such an event until such time as the rights are no longer redeemable by us, as set forth below.
For example, at a purchase price of $80.00 per right, each right (not owned by an acquiring person or group) would entitle its holder to purchase $160.00 worth of common stock for $80.00. Assuming that our common stock had a per share value of $20.00 at such time, the holder of each valid right would be entitled to purchase eight shares of common stock for $80.00.
Each holder of a right may have the right to receive, upon payment of the purchase price, common stock, having a value equal to two time the exercise price of the right, of a corporation acquiring us, provided that a person or group of persons has acquired 20% or more of our common stock and either:
•
we are acquired in a merger or other business combination in which we are not the surviving corporation or in which we are the surviving corporation but our common stock is changed or exchanged (other than a merger which follows an offer for all outstanding shares of common stock which a majority of our unaffiliated directors, who are not officers of the company, determine to be fair and in the best interest of our shareholders); or
•
50% or more of our assets, earning power or cash flow is sold or transferred.
The purchase price payable and the number of units of one one-hundredths of a share of Preferred Stock or other securities or property issuable upon exercise of the Rights are subject to customary adjustments from time to time to prevent dilution.
We may redeem the rights in whole, but not in part, at any time prior to the earlier of ten days following the date on which a person or group acquires 20% or more of our common stock or November 10, 2007. The rights may be redeemed at a price of $.01 per right, payable in cash, our common stock or any other consideration deemed appropriate by our Board of Directors. The rights terminate immediately upon the action of the Board of Directors ordering redemption of the rights.
In the event that the shares of Series A junior participating preferred stock are issued upon the exercise of the rights, holders will be entitled to a minimum preferential quarterly dividend equal to the greater of (i) 10% of the current purchase per unit of one one-hundredth of a share of such stock or  (ii) the dividends payable in cash declared on the common shares in an amount per whole share (rounded to the nearest cent) equal to the “formula number” multiplied by the amount of the cash dividends then to be paid on each outstanding common share. The “formula number” is equal to 100, but is subject to adjustment if we make a dividend to our common stock holders payable in shares of our common stock, subdivide or combine our outstanding shares of common stock, or issue shares of our capital stock in a reclassification or change of the outstanding common stock. The Series A junior participating preferred stock are cumulative, but do not bear interest, and are not subject to our redemption. Upon our liquidation or winding up, the holders of the Series A junior participating preferred stock will be entitled to all accrued and unpaid dividends plus a minimum preferential liquidation payment equal to the greater of (i) 50% of the purchase price per unit of one one-hundredth

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of a share of Series A junior participating preferred stock or (ii) an aggregate amount equal to the “formula number” then in effect multiplied by the aggregate amount to be distributed per share to the holders of the common stock. In the event of any merger, consolidation, combination or any other transaction in which the common shares are exchanged or changed into other stock or securities, cash or any other property, the outstanding shares of Series A junior participating preferred stock will be similarly exchanged or changed in an amount per share equal to the “formula number” then in effect multiplied by the aggregate amount of stock, securities, cash or other property into which or for which each of the shares of common stock is exchanged or changed. On all matters on which our shareholders are entitled to vote, each share of Series A junior participating preferred stock is entitled to a number of votes equal to the “formula number” then in effect and vote together as one class with all other series or classes of voting stock, unless otherwise required by law.
The rights have certain anti-takeover effects. Exercise of the rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our Board of Directors. The existence of the rights, however, should not affect an offer at a fair price and otherwise in the best interest of our company and our shareholders as determined our Board of Directors. The rights should not interfere with any merger or other business combination that is approved by our Board of Directors.
New York Anti-Takeover Lawanti-takeover law

We are subject to the provisions of Section 912 of the New York Business Corporation Law or BCL,(the “BCL”), which prohibits certain business combinations with an interested shareholders and prevent certain persons from making a takeover bid for a New York corporation unless certain prescribed requirements are satisfied. Section 912 of the BCL defines an “interested shareholder” as any person that:

is the beneficial owner, directly or indirectly, of 20% or more of the outstanding voting stock of a New York corporation, or

is an affiliate or associate of the corporation and at any time during the prior five years was the beneficial owner, directly or indirectly, of 20% or more of the corporation’s then outstanding voting stock.

•
is the beneficial owner of 20% or more of the outstanding voting stock of a New York corporation, or
•
is an affiliate or associate of the corporation and at any time during the prior five years was the beneficial owner, directly or indirectly, of 20% or more of the corporation’s then outstanding voting stock.

Section 912 of the BCL provides that a New York corporation may not engage in a business combination, such as a merger, consolidation, recapitalization or disposition of stock, with any interested shareholder for a period of five years from the date that such person first became an interested shareholder unless the business combination or the purchase of stock made by such person was first approved by the board of directors prior to date such person became an interested shareholder.

Additionally, a New York corporation may not engage at any time in any business combination with an interested shareholder unless:

the business combination or the purchase of stock made by such person is approved by the board of directors prior to the date such person first became an interested shareholder,

•
the business combination is approved by the board of directors prior to the date such person first became an interested shareholder,
•

the business combination is approved by the holders of a majority of the outstanding voting stock not beneficially owned by the interested shareholder at a meeting of shareholders occurring no earlier than five years after such person first became an interested shareholder,

the consideration to be paid to all of the shareholders in connection with the business combination is (i) at least equal to the greater of (a) the highest price per share paid by the interested shareholder at a meeting of shareholders occurring no earlier than five years after such person first became an interested shareholder,

•
the consideration to be paid to all of the shareholders in connection with the business combination is (i) at least equal to the greater of (a) the price paid by the interested

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shareholder for the interest in the corporation or (b) the market value per share of the stock of the corporation equal to the greater of its value when acquired by the interested shareholder or when the announcement of the business combination was made and (ii) in cash or in the same form of consideration used to acquire the largest number of shares previously acquired by such interested shareholder. Additionally, after such person has become an interested shareholder and prior to the consummation of the business combination, the interested shareholder may not, subject to certain exceptions, become the beneficial owner of any additional shares of voting stock of such corporation.

The effect of Section 912 of the BCL may be to delay or prevent the consummation of a transaction, which is favored by a majority of shareholders.

Limitation of Liabilityliability of Directorsdirectors

Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its shareholders for breach of fiduciary duty as a director, provided that such provision may not eliminate the liability of a director (i) for acts or omissions not in goodbad faith or which involve intentional misconduct or a knowing violation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts in violation of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable to the corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities of the corporation or (iv) the making of an improper loan to a director of the corporation. Our restated certificate of incorporation, as amended, provides that our directors shall not be liable to us or our shareholders for a breach of their duties to the fullest extent in which elimination or limitation of the liability of directors is permitted by the BCL.

Indemnification of Officersofficers and Directorsdirectors

Our restated certificate of incorporation, as amended, provides that we shall indemnify and hold harmless, to the fullest extent permitted by the BCL, each person (and their heirs, executors, or administrators) who was or is a party or is threatened to be made a party to, or is involved in, any civil, criminal, administrative or criminalinvestigative action, suit or proceeding, by reason of the fact that such person is or was a director or officer of our companyCompany or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. We are also obligated to pay the cost of the expenses incurred by our officers and directors (including attorney’s fees) in defending themselves in such proceedings in advance of

final disposition if the officer or director agrees to repay the amount advanced in the event it is ultimately determined that the officer or director was not entitled to be indemnified by us as authorized by our restated certificate of incorporation.incorporation, as amended. We are not obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding initiated by such person unless the proceeding was authorized or consented to by our Board of Directors.Board. We have entered into indemnification agreements with each of our current directors to effectuate the indemnification provisions of our restated certificate of incorporation.

incorporation, as amended.

Transfer AgentMaterial U.S. federal income tax considerations for non-U.S. holders

The following is a summary of the material U.S. federal income tax consequences of the purchase, ownership and Registrardisposition of our common stock as of the date hereof. This summary deals only with common stock that is held as a capital asset by a non-U.S. holder (as defined below).

A “non-U.S. holder” means a beneficial owner of our common stock (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

an individual who is a citizen or resident of the United States;

a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

The Transfer Agent

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust if it (1) is subject to the primary supervision of a court within the United States and Registrarone or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. This summary does not address all of the United States federal income tax consequences that may be relevant to you in light of your particular circumstances, nor does it address the Medicare tax on net investment income, United States federal estate and gift taxes or the effects of any state, local or non-United States tax laws. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances (including, for example, U.S. expatriates, persons subject to the alternative minimum tax, persons who hold our common stock as part of a hedge, straddle, conversion or other integrated financial transaction, financial institutions, brokers, dealers or traders in securities, tax-exempt organizations, tax-qualified retirement plans, persons subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into account in an applicable financial statement, foreign pension funds, “controlled foreign corporations,” “passive foreign investment companies” or partnerships or other pass-through entities for U.S. federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their own tax advisors concerning the U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock.

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our common stock, as well as the consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.

Dividends

In the event that we make a distribution of cash or other property (other than certain pro rata distributions of our stock) in respect of our common stock, the distribution generally will be treated as a dividend for U.S. federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a non-U.S. holder’s common stock, and to the extent the amount of the distribution exceeds a non-U.S. holder’s adjusted tax basis in our common stock, the excess will be treated as gain from the disposition of our common stock (the tax treatment of which is discussed below under “—Gain on disposition of common stock”). Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder who wishes to claim the benefit of an applicable treaty rate generally will be required to provide the applicable withholding agent with certain documentation (generally a properly completed Internal Revenue Service (“IRS”) Form W-8BEN or W-8BEN-E) certifying under penalty of perjury that it is entitled to benefits under a treaty. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals. A non-U.S. holder eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided that the non-U.S. holder provides appropriate documentation (generally IRS Form W-8ECI). Instead, such dividends are subject to U.S. federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Gain on disposition of common stock

Subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale or other disposition of our common stock generally will not be subject to U.S. federal income tax unless:     

the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder);

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

we are or have been a “United States real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes and certain other conditions are met.

A non-U.S. holder described in the first bullet point immediately above will generally be subject to tax on the gain derived from the sale or other disposition in the same manner as if the non-U.S. holder were a United States person as defined under the Code. In addition, if any non-U.S. holder described in the first bullet point immediately above is a foreign corporation, the gain realized by such non-U.S. holder may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). An individual non-U.S. holder described in the second bullet point immediately above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived

from the sale or other disposition, which gain may be offset by certain U.S.-source capital losses (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Generally, a corporation is a USRPHC if at any time the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we are not, and we do not anticipate becoming, a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of other business assets, there can be no assurance that we are not currently or will not become a USRPHC in the future. Even if we are or become a USRPHC, so long as our common stock is American Stock Transfer & Trust Company, New York, New York.

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regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs, only a non-U.S. holder who holds or held (at any time during the shorter of the five year period preceding the date of disposition or the holder’s holding period) more than 5% of our common stock will be subject to U.S. federal income tax on the sale or other disposition of our common stock. You should consult your own tax advisor about the consequences that could result if we are, or become, a USRPHC.

Information reporting and backup withholding

Distributions paid to a non-U.S. holder and the amount of any tax withheld with respect to such distributions generally will be reported to the IRS. Copies of the information returns reporting such distributions and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty. A non-U.S. holder will not be subject to backup withholding on dividends received if such holder provides to the payor an IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of our common stock made within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner provides to the payor an IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that it is not a United States person as defined under the Code (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

FATCA withholding

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S. federal withholding tax may apply to any dividends paid on our common stock to (1) a “foreign financial institution” (as defined under the Code and whether such foreign financial institution is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (a) an exemption from FATCA or (b) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (2) a “non-financial foreign entity” (as defined under the Code and whether such non-financial foreign entity is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (a) an exemption from FATCA or

(b) adequate information regarding certain substantial U.S. beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” an applicable withholding agent may credit the withholding under FATCA against, and therefore reduce, such other withholding tax. While withholding under FATCA would also have applied to payments of gross proceeds from the sale or other taxable disposition of our common stock, proposed U.S. Treasury regulations, which may generally be relied upon pending finalization, eliminate FATCA withholding on payments of gross proceeds entirely. You should consult your own tax advisors regarding these requirements and whether they may be relevant to your ownership and disposition of our common stock.

UNDERWRITINGCertain ERISA considerations

Pursuant

The following is a summary of certain considerations associated with the purchase of our common stock (including any interest therein) by (i) employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other U.S. or non-U.S. federal, state, local, or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”) and (iii) entities whose underlying assets are considered to include “plan assets” (within the meaning of 29 CFR § 2510.3-101 as modified by Section 3(42) of ERISA or Section 4975 of the Code) of any such plan, account or arrangement (each of the foregoing described in clauses (i), (ii) and (iii) being referred to herein as a “Plan”).

General fiduciary matters and prohibited transaction issues

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (a “Covered Plan”) and prohibit certain transactions involving the assets of a Covered Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration or management of such a Covered Plan or any authority or control respecting the management or disposition of the assets of a Covered Plan, or who renders investment advice for a fee or other compensation with respect to a Covered Plan, is generally considered to be a fiduciary of the Covered Plan.

In considering whether to invest in our common stock (including any interest therein) using a Plan’s assets, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the respective Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duty to the Plan, including, without limitation, the prudence, diversification, delegation of control, conflicts of interest and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws. When making this determination, the fiduciary should consider and/or consult with its legal counsel as to whether the Plan’s particular circumstances and all of the facts and circumstances of the investment, including, but not limited to, the matters discussed above under “Risk factors.”

Neither we, the underwriters nor any of our or their respective affiliates are acting nor will act as a fiduciary to any Covered Plan with respect to the decision to purchase our common stock (including any interest therein) nor are any of them undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, with respect to such decision.

Prohibited transaction issues

Section 406 of ERISA and Section 4975 of the Code prohibit Covered Plans from engaging in specified transactions involving a Plan’s assets with persons or entities who are “parties in interest,” within the meaning of Section 3(14) of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Covered Plan that engages in such a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and/or the Code.

For example, the acquisition and/or holding of our common stock (including any interest therein) by a Covered Plan with respect to which a Transaction Party is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable

statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of our common stock. These class exemptions include, without limitation, PTCE 84-14, relating to transactions determined by independent qualified professional asset managers, PTCE 90-1, relating to insurance company pooled separate accounts, PTCE 91-38, relating to bank collective investment funds, PTCE 95-60, relating to life insurance company general accounts and PTCE 96-23, relating to transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions between a Covered Plan and a person or entity that is a party in interest or disqualified person with respect to the Covered Plan solely by reason of providing services to the Covered Plan or a relationship with such a service provider, provided that neither the person or entity transacting with the Covered Plan nor any of its affiliates (directly or indirectly) has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Covered Plan involved in the transaction and provided further that the Covered Plan pays no more and receives no less than adequate consideration in connection with the transaction. There can be no assurance that any of the foregoing exemptions or any other exemption will be available with respect to all possible prohibited transactions that may arise in connection with the acquisition and holding of our common stock (including any interest therein) or that all of the conditions of any such exemptions will be satisfied.

Plans that are “governmental plans” (as defined in Section 3(32) of ERISA or Section 4975(g)(2) of the Code), foreign plans and certain “church plans” (as defined in Section 3(33) of ERISA or Section 4975(g)(3) of the Code), while not subject to the fiduciary responsibility provisions of Title I of ERISA or the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, may nevertheless be subject to Similar Laws. Fiduciaries of such Plans should consult with their counsel before acquiring shares of our common stock.

Representation

Accordingly, by its acceptance of our common stock, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire our common stock constitutes a Plan’s assets or (ii) the acquisition of our common stock by such purchaser or transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering the purchase of our common stock on behalf of, or with a Plan’s assets, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Law and whether an exemption would be required and is available.

The sale of our common stock (including any interest therein) to a Plan is in no respect a representation or recommendation by any Transaction Party that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan or that such an investment is appropriate or advisable for Plans generally or any particular Plan.

Purchasers of our common stock (including any interest therein) have the exclusive responsibility, to the extent applicable, for ensuring that their purchase and holding of our common stock complies with the relevant legal requirements, including the fiduciary responsibility rules of ERISA or of applicable Similar Laws, and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws.

Underwriting (conflicts of interest)

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC is acting as book-running manager of the offering and as representative of the underwriters. We have entered into an underwriting agreement wewith the underwriters. Subject to the terms and conditions of the selling shareholderunderwriting agreement, we have agreed to sell to the underwriters, named below, for which McDonald Investments Inc. and Robert W. Baird & Co. Incorporated are acting as representatives,each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares set forth oppositeof common stock listed next to its name in the underwriter’s name.

following table:

UnderwriterName
  
Number of shares
McDonald Investments Inc.

J.P. Morgan Securities LLC

                     
Robert W. Baird & Co. Incorporated

Wells Fargo Securities, LLC

  

PNC Capital Markets LLC

 

Total

  
Total

 5,250,000
The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions.

The underwriters are severally obligatedcommitted to purchase all the shares (other than those coveredcommon stock offered by the over-allotment option described below)us if they purchase any of the shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated under certain circumstances.

terminated.

The underwriters propose to offer the sharescommon stock directly to the public at the public offering price set forth on the cover page of this prospectus. The underwritersprospectus and to certain dealers at that price less a concession not in excess of $             per share. Any such dealers may sell someresell shares to certain other brokers or dealers at a discount of up to $             per share from the public offering price. After the initial offering of the shares to dealersthe public, if all of the common stock is not sold at the public offering price, less a concession not to exceed $         per share. Thethe underwriters may allow, and dealers may reallow, a concession not to exceed $         per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms.

We Sales of any shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have grantedan option to buy up to $22,500,000 additional shares of common stock from us to cover sales of shares by the underwriters an option, exercisable forwhich exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase upadditional shares. If any shares of common stock are purchased with this option to 787,500purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock from us atare purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting discounts and commissions are equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment.

Our common stock is quoted on the Nasdaq National Market under the symbol “CMCO.”
discounts and commissions are $             per share. The following table shows the per share and total underwriting discounts and commissions that we and the selling shareholder are to paybe paid to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.
shares.

Paid by Columbus McKinnon
Paid by the Selling Shareholder
  
No Exercise
  
Full ExerciseWithout
option to
purchase
additional
shares
exercise
 
No ExerciseWith full
option to
purchase
additional
shares
exercise
 
Full Exercise

Per shareShare

  $   $              
$

Total

  $ 
Total$   $  
$$

 

We estimate that ourthe total expenses in connection withof this offering, including registration and filing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be $         .

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approximately $1.0 million. We have also agreed to reimburse the underwriters for certain fees and expenses relating to the clearance of this offering with the Financial Industry Regulatory Authority of up to $30,000. The underwriters have agreed to reimburse us for certain out-of-pocket expenses.

We, our officersA prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and directors, includingselling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling shareholder, group members that may make Internet distributions on the same basis as other allocations.

Wehave agreed that for a period of 90 days from the date of this prospectus, we and they will not without the prior written consent of McDonald Investments Inc.,(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or hedgeindirectly, or submit to, or file with, the SEC a registration statement under the Securities Act relating to, any shares of our common stock or any securities convertible into or exercisable or exchangeable for any shares of our common stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any such other securities, whether such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise, without the prior written consent of J.P. Morgan Securities LLC, for a period of 90 days after the date of this prospectus, other than the shares of our common stock to be sold in this offering.

The restrictions on our actions, as described above, do not apply to certain transactions, including (i) the issuance of shares of common stock or securities convertible into or exercisable for shares of our common stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or stock options (including “net” or “cashless” exercise) or the settlement of stock appreciation rights, restricted stock, RSUs, performance RSUs (“PSUs”) or other equity awards (in each case, including “net” or “cashless” settlement), in each case outstanding on the date of the underwriting agreement and described in, or described in a document incorporated by reference into, this prospectus; (ii) the issuance of up to 5% of the outstanding shares of our common stock or securities convertible into, exercisable for, or which are otherwise exchangeable for, shares of our common stock, immediately following the closing of this offering, in acquisitions or other similar strategic transactions, provided that the recipients of such securities enter into a lock-up agreement with the underwriters; (iii) grants of stock options, stock awards, stock appreciation rights, restricted stock, RSUs, PSUs or other equity awards and the issuance of shares of our common stock or securities convertible into or exercisable or exchangeable for shares of our common stock (whether upon the exercise of stock options or otherwise) to our employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of this offering and described in this prospectus, or described in a document incorporated by reference into this prospectus, or (iv) our filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the underwriting agreement and described in, or described in a document incorporated by reference into, this prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Our directors and executive officers (such persons, the “lock-up parties”) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 90 days after the date of this prospectus (such period, the “restricted period”), may not (and may not cause any of their direct or indirect affiliates to), without the prior written consent of J.P. Morgan Securities LLC, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities

convertible into or exercisable or exchangeable for our common stock. McDonald Investments Inc.stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such lock-up parties in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant (collectively with the common stock, the “lock-up securities”)), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of lock-up securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any lock-up securities, or (4) publicly disclose the intention to do any of the foregoing. Such persons or entities have further acknowledged that these undertakings preclude them from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which would reasonably be expected to lead to or result in, a sale or disposition or transfer (by any person or entity, whether or not a signatory to such agreement) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any lock-up securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of lock-up securities, in cash or otherwise.

The restrictions described in the immediately preceding paragraph and contained in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers of lock-up securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, (iv) to a partnership, limited liability company or other entity of which the lock-up party and the immediate family of the lock-up party are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above, (vi) if the lock-up party is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the lock-up party, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the lock-up party or affiliates of the lock-up party, or (B) as part of a distribution to members or shareholders of the lock-up party, (vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, (viii) to us from an employee upon death, disability or termination of employment, in each case, of such employee, (ix) as part of a sale of the lock-up party’s lock-up securities acquired in open market transactions after the completion of this offering, (x) to us in connection with the vesting, settlement, or exercise of stock options, warrants, stock appreciation rights, restricted stock, RSUs, PSUs or other equity awards or other rights to purchase shares of our common stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such stock options, warrants, stock appreciation rights, restricted stock, RSUs, PSUs or equity awards or other rights, (xi) in connection with any broker-assisted sales necessary to generate any such amount of cash needed for the payment of any exercise price or any taxes, including estimated taxes, due as a result of the vesting, settlement, or exercise of stock options, warrants, stock appreciation rights, restricted stock, RSUs, PSUs or other equity awards, (xii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board and made to all holders of the Company’s capital stock involving a “change of control” of the Company (for purposes hereof, “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group

of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)), or (xiii) pursuant to a trading plan pursuant to Rule 10b5-1 (a “10b5-1 Plan”) under the Exchange Act that was in effect as of, and only shares scheduled for sale thereunder as of, the date of the underwriting agreement; (b) exercise, vesting or settlement of outstanding stock options, stock appreciation rights, restricted stock, RSUs, PSUs or equity awards, or the exercise of warrants granted pursuant to plans described in, or described in a document incorporated by reference into, this prospectus, provided that, with respect to this clause (b), any lock-up securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the immediately preceding paragraph; (c) the conversion of outstanding preferred stock, warrants to acquire preferred stock or convertible securities into shares of our common stock or warrants to acquire shares of our common stock; provided that any such shares of our common stock or warrants received upon such conversion would be subject to restrictions similar to those in the immediately preceding paragraph; (d) the establishment by lock-up parties of any 10b5-1 Plan for the transfer of shares of lock-up securities, provided that (1) such plans do not provide for the transfer of lock-up securities during the restricted period and (2) no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan; and (e) the sale of our common stock, if any, to be sold by the lock-up party pursuant to the terms of the underwriting agreement.

J.P. Morgan Securities LLC, in its sole discretion, may release any of the securities subject to these any of the lock-up agreements with the underwriters described above, in whole or in part at any time without notice.

time.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Our common stock is listed/quoted on Nasdaq under the symbol “CMCO”.

In connection with thethis offering, McDonald Investments Inc., on behalf of the underwriters may purchaseengage in stabilizing transactions, which involves making bids for, purchasing and sellselling shares of common stock in the open market.market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of the number ofthat amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, to be purchasedin whole or in part, or by the underwriterspurchasing shares in the offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment option.open market. In determining the source of shares to close out the covered syndicate short position,making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which theythe underwriters may purchase shares through the over-allotment option. Transactionsoption to close out the covered syndicate short involve either purchases of common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of common stock in the open market.purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the sharescommon stock in the open market after pricing that could adversely affect investors who purchase in this offering. To the offering. Stabilizing transactions consist of bids for or purchases ofextent that the underwriters create a naked short position, they will purchase shares in the open market whileto cover the offering is in progress.

position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also may impose aengage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bid. Penalty bids permitbids. This means that if the representative of the underwriters to reclaim a selling concession from a syndicate member when McDonald Investments Inc. repurchases shares originally sold by that syndicate memberpurchases common stock in orderthe open market in stabilizing transactions or to cover syndicate short positions or make stabilizing purchases.

Anysales, the representative can require the underwriters that sold those shares as part of thesethis offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of ourthe common stock. They may also causestock, and, as a result, the price of our the

common stock tomay be higher than the price that would otherwise might exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the Nasdaq National Market or otherwise.market. If the underwriters commence any of these transactions,activities, they may discontinue them at any time.

The underwriters may carry out these transactions on Nasdaq, in the over-the-counter market or otherwise.

In addition, in connection with this offering somecertain of the underwriters and selected dealers who are qualified market makers on the Nasdaq National Market(and selling group members) may engage in passive market making transactions in our common stock on Nasdaq prior to the Nasdaq National Market in accordance with Rule 103pricing and completion of Regulation M under the Securities Exchange Act of 1934. Rule 103 permits passivethis offering. Passive market making duringconsists of displaying bids on Nasdaq no higher than the period when Regulation M would otherwise prohibit market making activity by the participants in our common stock offering.

Passivebid prices of independent market makers must comply with applicable volume and price limitations and must be identified as a passive market maker. In general, a passive market maker must display its bidmaking purchases at a price not in excess of the highest independent bid for the security. If allprices no higher than these independent bids are lowered below the bid of the passive market maker, however, the bid must then be lowered when purchase limits are exceeded.and effected in response to order flow. Net purchases by a passive market maker on each day are generally limited to a specified percentage of the passive market maker’s average daily trading volume in the common stock during a specified period and must be discontinued if thatwhen such limit is reached. The underwriters and other dealers are not requiredPassive market making may cause the price of our common stock to engagebe higher than the price that otherwise would exist in the open market in the absence of these transactions. If passive market making andis commenced, it may end passive market making activitiesbe discontinued at any time.

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Under Rule 2710(c)(8) of the Conduct Rules of the National Association of Securities Dealers, Inc., special considerations apply to a public offering of securities where more than 10% of the net proceeds thereof will be paid to members of the NASD that are participating in the offering, or persons affiliated or associated with such members. Certain of the underwriters orand their respective affiliates have lent moneyprovided in the past to us under existing credit facilities. In the event more than 10% of the proceeds of the offering will be used to repay such money lent by any underwriter or itsand our affiliates the offering will be conducted in conformity with Rule 2710(c)(8).
The underwritersand may provide from time to time engage in transactions withthe future certain commercial banking, financial advisory, investment banking and performother services for us and such affiliates in the ordinary course of their business.
Abusiness, for which they have received and may continue to receive customary fees and commissions. Certain of the underwriters and/or certain of their affiliates are lenders, and/or are acting as agents or arrangers, under the Credit Facilities, which will be partially repaid in connection with this offering, and as a result, they will receive a portion of the proceeds from this offering. See “Use of proceeds.” In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Conflicts of interest

Affiliates of J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and PNC Capital Markets LLC will receive at least 5% of the net proceeds of this offering in connection with the repayment of outstanding borrowings under the First Lien Term Facility. See “Use of proceeds.” Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. In accordance with that rule, no “qualified independent underwriter” is required, because a bona fide public market exists in the shares, as that term is defined in FINRA Rule 5121. J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and PNC Capital Markets LLC will not confirm sales of common stock to any account over which it exercises discretionary authority without the prior written approval of the customer.

Selling restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in electronic formatany jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), an offer to the public of any shares of common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares may be made availableat any time under the following exemptions under the Prospectus Regulation:

(a)to any legal entity which is a “qualified investor” as defined under the Prospectus Regulation;

(b)to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c)in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided, that no such offer of shares shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or a supplemental prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the underwriters and us that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

In the case of any shares of common stock being offered to a financial intermediary as that term is used in Article 1(4) of the Prospectus Regulation, each financial intermediary will also be deemed to have represented, warranted and agreed that the shares acquired by it in the offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances that may give rise to an offer of any shares to the public, other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

We, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the web sites maintained by one or moreterms of the underwriters. The representatives may agree to allocate a number ofoffer and any shares to underwritersbe offered so as to enable an investor to decide to purchase or subscribe for saleany shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

United Kingdom

An offer to their online brokerage account holders. The representatives will allocatethe public of any shares of common stock may not be made in the United Kingdom, except that an offer to underwriters that may make Internet distributions on the same basis as other allocations. In addition,public in the United Kingdom of any shares may be sold bymade at any time under the following exemptions under the UK Prospectus Regulation:

(a)to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation;

(b)to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c)in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, “FSMA”);

provided, that no such offer of shares shall result in a requirement for us or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the underwriters and us that it is a qualified investor within the meaning of Article 2 of the UK Prospectus Regulation.

In the case of any shares of common stock being offered to securities dealers who resella financial intermediary as that term is used in Article 1(4) of the UK Prospectus Regulation, each financial intermediary will also be deemed to have represented, warranted and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to online brokerage account holders.

the public, other than their offer or resale in the United Kingdom to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

We, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of common stock in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the selling shareholders have agreedexpression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Canada

The shares of common stock may be sold in Canada only to indemnify the underwriters against certain liabilities, including liabilities underpurchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of 1933,the shares must be made in accordance with an exemption from, or in a transaction not subject to, contributethe prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation; provided, that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to paymentsany applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters may beare not required to make becausecomply with the disclosure requirements of anyNational Instrument 33-105 regarding underwriter conflicts of those liabilities.

interest in connection with this offering.

LEGAL MATTERSLegal matters

Certain legal matters with respect to the

The validity of the issuance of the shares of common stock offered by this prospectus will be passed upon for us by Hodgson Russ LLP, Buffalo, New York. Certain legal matters related to this offeringThe validity of the shares of common stock will be passed upon for the underwriters by BakerSimpson Thacher & HostetlerBartlett LLP,, Cleveland, Ohio.

New York, New York.

EXPERTSExperts

The consolidated financial statements of Columbus McKinnon Corporation appearing in Columbus McKinnon Corporation’s Annual Report (Form 10-K) for the year ended March 31, 2020, and the effectiveness of Columbus McKinnon Corporation’s internal control over financial reporting as of March 31, 2020, have been audited by Ernst & Young LLP, independent auditors, have audited our consolidated financial statements at March 31, 2002 and 2001, and for each of the three years in the period ended March 31, 2002,registered public accounting firm, as set forth in their report. We havereports thereon, included ourtherein, and incorporated herein by reference. Such consolidated financial statements in the prospectus and elsewhere in the registration statementare incorporated herein by reference in reliance on Ernst & Young LLP’s report,upon such reports given on theirthe authority of such firm as experts in accounting and auditing.

62

The audited financial statements of Precision Acquisition Midco, Inc. as of September 30, 2020 and 2019 and for the two years in the period ended September 30, 2020 included on Exhibit 99.1 of our Current Report on Form 8-K/A dated April 20, 2021 and incorporated herein by reference have been so incorporated by reference in reliance on the report of Grant Thornton LLP, independent accountants, upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATIONWhere you can find more information and incorporation by reference

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission, or SEC. We have also filed a registration statement on Form S-1, including exhibits and schedules, under the Securities Act of 1933, as amended, with respect to the common stock offered by this prospectus. You may read and copy any document we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional officesThis prospectus, which forms part of the Commission located at the Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public at the SEC’s web site at www.sec.gov. In addition, our common stock is listed for trading on the Nasdaq National Market. You can read and copy reports and other information concerning us at the offices of Nasdaq Operations at 1735 K Street, N.W., Washington, D.C. 20006.

This prospectusregistration statement, does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. Some items are omitted in accordance with the rules and schedules thereto.regulations of the SEC. For further information with respect toabout us and the shares ofour common stock, offered hereby, reference is madewe refer you to the registration statement and the exhibits to the registration statement filed as part of the registration statement. The SEC maintains an Internet site at www.sec.gov, from which you can electronically access the registration statement, including the exhibits to the registration statement and schedules thereto. Statementsthe other materials that we file with the SEC.

We also maintain a website at www.columbusmckinnon.com. However, the information on our website is not part of this prospectus.

The SEC allows us to “incorporate by reference” information into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus except for any information superseded by information contained expressly in this prospectus. You should not assume that (i) the information incorporated by reference into this prospectus is accurate as of any date other than the respective date of the documents incorporated by reference or (ii) the information contained in this prospectus is accurate as to the contents of any contract ordate other document are not necessarily complete and, where any such contract or document is an exhibit tothat the registration statement, each statementdate on the front page of this prospectus.

This prospectus incorporates by reference the documents listed below that we have previously filed with respect to such contract or document is qualified in all respects by the provisions of the relevant exhibit, to which reference is hereby made.

63
SEC:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Columbus McKinnon Corporation

Audited Consolidated Financial Statements as of•

our Annual Report on Form 10-Kfor the fiscal year ended March 31, 2002:2020;

• 

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2020;

Report of Independent Auditors
•		 F-2

our Current Reports on Form 8-K and 8-K/A filed with the SEC on May 14, 2020, June  5, 2020, July  6, 2020, July 20, 2020, July  20, 2020, July  21, 2020, July  21, 2020, August 27, 2020, August 31, 2020, October 19, 2020, January 19, 2021, March 2, 2021, March  23, 2021, April 8, 2021, April 12, 2021 and April 20, 2021;

Consolidated Balance Sheets
•		 F-3

our Consolidated Statements of OperationsProxy Statement on Schedule 14A filed with the SEC on June 10, 2020; and

F-4
Consolidated Statements of Shareholders’ Equity
F-5
Consolidated Statements of Cash Flows
F-6
Notes to Consolidated Financial Statements
F-7

F-1

Reportthe description of Independent Auditorsour common stock contained in our Registration Statement on Form 8-A,
Board of Directors
Columbus McKinnon Corporation
We have audited filed with the accompanying consolidated balance sheets of Columbus McKinnon CorporationSEC on January 24, 1996, as of March 31, 2002amended by Amendment No. 1 thereto on Form 8-A/A filed with the SEC on February 22, 1996 and 2001, andany amendment or report filed with the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended March 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Columbus McKinnon Corporation at March 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2002, in conformity with accounting principles generally accepted in the United States.
/S/    ERNST & YOUNG LLP
Buffalo, New York
June 6, 2002

F-2

COLUMBUS McKINNON CORPORATION
CONSOLIDATED BALANCE SHEETS
   
March 31,
 
   
2002
   
2001
 
   
(In thousands, except
share data)
ASSETS
          
Current assets:          
Cash and cash equivalents  $13,068   $14,015 
Trade accounts receivable, less allowance for doubtful accounts ($2,337 and
$2,305, respectively)		   82,266    99,873 
Inventories   89,656    108,913 
Net assets held for sale   4,290    4,270 
Net current assets of discontinued operations   21,497    46,874 
Prepaid expenses   8,543    5,637 
   
  
Total current assets   219,320    279,582 
Net property, plant, and equipment   70,742    77,762 
Goodwill and other intangibles, net   200,801    213,301 
Marketable securities   24,634    22,326 
Deferred taxes on income   3,133    5,441 
Net non-current assets of discontinued operations   —      116,658 
Other assets   5,665    7,318 
   
  
Total assets  $524,295   $722,388 
   
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
          
Current liabilities:          
Notes payable to banks  $2,518   $3,012 
Trade accounts payable   31,617    28,525 
Accrued liabilities   39,533    41,876 
Restructuring reserve   949    —   
Current portion of debt   146,663    3,092 
   
  
Total current liabilities   221,280    76,505 
Senior debt, less current portion   1,509    204,324 
Subordinated debt   199,681    199,628 
Other non-current liabilities   30,214    34,067 
   
  
Total liabilities   452,684    514,524 
Shareholders’ equity:          
Voting common stock; 50,000,000 shares authorized; 14,895,172 shares issued   149    149 
Additional paid-in capital   104,920    105,418 
(Accumulated deficit) retained earnings   (12,536)   124,806 
ESOP debt guarantee; 417,854 and 504,794 shares   (6,514)   (7,527)
Unearned restricted stock; 47,318 and 82,670 shares   (414)   (955)
Accumulated other comprehensive loss   (13,994)   (14,027)
   
  
Total shareholders’ equity   71,611    207,864 
   
  
Total liabilities and shareholders’ equity  $524,295   $722,388 
   
  
See accompanying notes.

F-3

COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
   
Year Ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands, except per share data)
 
Net sales  $480,028   $586,168   $609,178 
Cost of products sold   359,551    426,659    436,814 
   
  
  
Gross profit   120,477    159,509    172,364 
Selling expenses   43,522    48,393    48,699 
General and administrative expenses   28,245    34,251    40,468 
   
  
  
Income from operations before restructuring
charges and amortization		   48,710    76,865    83,197 
Restructuring charges   9,569    —      —   
Amortization of intangibles   11,013    10,975    11,384 
   
  
  
Income from operations   28,128    65,890    71,813 
Interest and debt expense   29,381    36,329    33,451 
Other (income) and expense, net   2,464    (2,160)   (1,320)
   
  
  
(Loss) income from continuing operations before
income tax expense		   (3,717)   31,721    39,682 
Income tax expense   2,301    16,794    17,583 
   
  
  
(Loss) income from continuing operations   (6,018)   14,927    22,099 
(Loss) income from discontinued operations   (7,873)   292    (5,019)
Loss on disposition of discontinued operations   (121,475)   —      —   
   
  
  
Total (loss) income from discontinued operations   (129,348)   292    (5,019)
   
  
  
Net (loss) income  $(135,366)  $15,219   $17,080 
   
  
  
Average basic shares outstanding   14,414    14,316    14,138 
Basic (loss) income per share:               
(Loss) income from continuing operations  $(0.41)  $1.04   $1.57 
(Loss) income from discontinued operations   (0.55)   0.02    (0.36)
Loss on disposition of discontinued operations   (8.43)   —      —   
   
  
  
Basic (loss) income per share  $(9.39)  $1.06   $1.21 
   
  
  
Average diluted shares outstanding   14,414    14,316    14,221 
Diluted (loss) income per share:               
(Loss) income from continuing operations  $(0.41)  $1.04   $1.55 
(Loss) income from discontinued operations   (0.55)   0.02    (0.35)
Loss on disposition of discontinued operations   (8.43)   —      —   
   
  
  
Diluted (loss) income per share  $(9.39)  $1.06   $1.20 
   
  
  
See accompanying notes.

F-4

COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data)
   
Common Stock ($.01 par value)
 
Addi-
tional Paid-in Capital
   
Retained
Earnings
(Accumulated Deficit)
   
ESOP Debt Guarantee
   
Unearned Restricted Stock
   
Accumulated Other Comprehensive Income (Loss)
   
Total Shareholders’ Equity
 
Balance at March 31, 1999  $146 $102,313   $100,455   $(9,865)  $(1,009)  $(3,366)  $188,674 
Comprehensive income:                                 
Net income 2000   —  —      17,080    —      —      —      17,080 
Change in foreign currency
translation adjustment		   —  —      —      —      —      (3,129)   (3,129)
Net unrealized gain on investments, net of tax expense of $347   —  —      —      —      —      520    520 
Change in minimum pension
liability adjustment, net of
tax expense of $239		   —  —      —      —      —      359    359 
   
 
  
  
  
  
  
Total comprehensive income   —  —      —      —      —      —      14,830 
Earned 101,822 ESOP shares   —  590    —      1,162    —      —      1,752 
Restricted common stock granted, 60,700 shares   1  2,871    —      —      (2,872)   —      —   
Earned portion of restricted stock   —  —      —      —      1,038    —      1,038 
Stock options exercised,
153,008 shares		   2  1,110    —      —      —      —      1,112 
Common dividends declared
$0.28 per share		   —  —      (3,953)   —      —      —      (3,953)
   
 
  
  
  
  
  
Balance at March 31, 2000  $149 $106,884   $113,582   $(8,703)  $(2,843)  $(5,616)  $203,453 
Comprehensive income:                                 
Net income 2001   —  —      15,219    —      —      —      15,219 
Change in foreign currency
translation adjustment		   —  —      —      —      —      (5,039)   (5,039)
Net unrealized loss on investments,
net of tax benefit of $1,954		   —  —      —      —      —      (2,931)   (2,931)
Change in minimum pension
liability adjustment, net of
tax benefit of $294		   —  —      —      —      —      (441)   (441)
   
 
  
  
  
  
  
Total comprehensive income   —  —      —      —      —      —      6,808 
Earned 101,765 ESOP shares   —  (56)   —      1,176    —      —      1,120 
Earned portion and adjustment of restricted shares   —  (1,501)   —      —      1,888    —      387 
Stock options exercised,
19,340 shares		   —  91    —      —      —      —      91 
Common dividends declared
$0.28 per share		   —  —      (3,995)   —      —      —      (3,995)
   
 
  
  
  
  
  
Balance at March 31, 2001  $149 $105,418   $124,806   $(7,527)  $(955)  $(14,027)  $207,864 
Comprehensive income:                                 
Net loss 2002   —  —      (135,366)   —      —      —      (135,366)
Change in foreign currency
translation adjustment		   —  —      —      —      —      216    216 
Net unrealized gain on investments,
net of tax expense of $1,445		   —  —      —      —      —      2,168    2,168 
Unrealized loss on derivatives qualifying as hedges, net of
tax benefit of $282		   —  —      —      —      —      (424)   (424)
Change in minimum pension
liability adjustment, net of
tax benefit of $1,285		   —  —      —      —      —      (1,927)   (1,927)
   
 
  
  
  
  
  
Total comprehensive loss                               (135,333)
Earned 86,939 ESOP shares   —  (169)   —      1,013    —      —      844 
Earned portion and adjustment of restricted shares   —  (329)   —      —      541    —      212 
Common dividends declared
$0.14 per share		   —  —      (1,976)   —      —      —      (1,976)
   
 
  
  
  
  
  
Balance at March 31, 2002  $149 $104,920   $(12,536)  $(6,514)  $(414)  $(13,994)  $71,611 
   
 
  
  
  
  
  
See accompanying notes.

F-5

COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
   
Year ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands)
 
Operating activities:
               
Net (loss) income from continuing operations  $(6,018)  $14,927   $22,099 
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities:               
Depreciation and amortization   22,462    22,675    22,935 
Deferred income taxes   166    84    3,586 
Unrealized loss on investments   2,757    —    — 
Other   2,177    1,148    687 
Changes in operating assets and liabilities net of effects from businesses purchased:               
Trade accounts receivable   14,644    12,449    (10,520)
Inventories   18,876    (4,433)   9,127 
Prepaid expenses   (1,276)   622    (221)
Other assets   1,328    (985)   1,284 
Trade accounts payable   3,677    (1,152)   (9,240)
Accrued and non-current liabilities   (8,996)   (7,065)   4,527 
   
  
  
Net cash provided by operating activities of continuing operations   49,797    38,270    44,264 
   
  
  
Investing activities:
               
Purchase of marketable securities, net   (1,794)   (2,064)   (3,318)
Capital expenditures   (4,753)   (10,179)   (7,923)
Proceeds from sale of business   890    —    — 
Proceeds from sale of property, plant, and equipment   1,750    —    — 
Purchase of businesses, net of cash acquired   —    —    (6,430)
Net assets held for sale   2,280    5,002    (1,058)
   
  
  
Net cash used in investing activities of continuing operations   (1,627)   (7,241)   (18,729)
   
  
  
Financing activities:
               
Proceeds from issuance of common stock, net   —    —    3 
Net payments under revolving line-of-credit agreements   (43,678)   (12,262)   (17,922)
Repayment of debt   (3,047)   (3,737)   (2,538)
Payment of deferred financing costs   (794)   (687)   (997)
Dividends paid   (1,976)   (3,995)   (3,953)
Change in ESOP debt guarantee   1,013    1,176    1,162 
   
  
  
Net cash used in financing activities of continuing operations   (48,482)   (19,505)   (24,245)
Effect of exchange rate changes on cash   (306)   (4,026)   (1,486)
   
  
  
Net cash (used in) provided by continuing operations   (618)   7,498    (196)
Net cash (used in) provided by discontinued operations   (329)   (1,065)   911 
   
  
  
Net change in cash and cash equivalents   (947)   6,433    715 
Cash and cash equivalents at beginning of year   14,015    7,582    6,867 
   
  
  
Cash and cash equivalents at end of year  $13,068   $14,015   $7,582 
   
  
  
Supplementary cash flows data:               
Interest paid  $29,887   $36,764   $33,929 
Income taxes paid  $3,262   $20,381   $16,818 
See accompanying notes.

F-6

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    Description of Business and Business Acquisitions
Columbus McKinnon Corporation (the Company) is a leading U.S. designer and manufacturer of material handling products, systems and services which efficiently and ergonomically move, lift, position or secure material. Key products include hoists, cranes, chain and forged attachments. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how. The Company’s material handling products are sold, domestically and internationally, principally to third party distributors through diverse distribution channels, and to a lesser extent directly to manufacturers and other end-users. Distribution channels include general distributors, specialty distributors, crane end users, service-after-sale distributors, original equipment manufacturers (OEMs), government, consumer and international. The general distributors are comprised of industrial distributors, rigging shops and crane builders. Specialty distributors include catalog houses, material handling specialists and entertainment equipment riggers. The service-after-sale network includes repair parts distribution centers, chain service centers and hoist repair centers. Consumer distribution channels include mass merchandisers, hardware distributors, trucking and transportation distributors, farm hardware distributors and rental outlets. The Company’s integrated material handling solutions businesses deal primarily with end-users and sales are concentrated, domestically and internationally (primarily Europe), in the consumer products, manufacturing, warehousing, and, to a lesser extent, the steel, construction, automotive, and other industrial markets. During fiscal 2002, approximately 71% of sales were to customers in the United States. The operations of Automatic Systems, Inc. (ASI) have been reflected as a discontinued operation and as more fully described in Note 3, the consolidated financial statements for all periods presented have been restated to reflect this change.
On April 29, 1999, the Company acquired all of the outstanding stock of Washington Equipment Company (WECO), a regional manufacturer and servicer of overhead cranes. The total cost of the acquisition, which was accounted for as a purchase, was approximately $6.4 million and was financed by proceeds from the Company’s revolving debt facility. The consolidated statement of operations and the consolidated statement of cash flowsSEC for the year ended March 31, 2000 include WECO activity since its April 29, 1999 acquisition bypurpose of updating the Company.description.

2.    Accounting Principles and Practices
Cash and Cash Equivalents
The Company considers as cash equivalents all highly liquid investments with an original maturity of three months

Any statement contained in this prospectus or less.

Concentrations of Labor
Approximately 26% of the Company’s employees are represented by nine separate domestic and Canadian collective bargaining agreements which terminate at various times between August 2002 and April 2007. Approximately 6% of the labor force is covered by collective bargaining agreements that will expire within one year. In addition, the Company hires union production workers for field installation under its material handling systems contracts.

F-7

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidation
These consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries; all significant intercompany accounts and transactions have been eliminated.
Derivative Financial Instruments
Derivative instruments held by the Company are designated as hedges, have high correlation with the underlying exposure and are highly effective in offsetting underlying price movements. Accordingly, gains and losses from changes in derivatives fair values are deferred until the underlying transaction occurs at which point they are then recognized in the statement of operations. All derivates are carried at fair value in the balance sheet. The fair value of derivatives are determineda document incorporated by reference to quoted market prices. The Company’s use of derivative instruments is limited to cash flow hedges of certain interest rate risks.
Foreign Currency Translations
The Company translates foreign currency financial statements as described in Financial Accounting Standards (FAS) No. 52. Underinto this method, all items of income and expense are translated to U.S. dollars at average exchange rates for the year. All assets and liabilities are translated to U.S. dollars at the year-end exchange rate. Gains or losses on translations are recorded in accumulated other comprehensive income (loss) in the shareholders’ equity section of the balance sheet.
Goodwill
It is the Company’s policy to account for goodwill and other intangible assets at the lower of amortized cost or fair value based on discounted cash flows, if indicators of impairment exist. The Company evaluates the existence of goodwill impairment on the basis of whether the goodwill is fully recoverable from projected, undiscounted net cash flows of the related businesses. Goodwill is amortized on a straight-line basis over twenty-five years. At March 31, 2002 and 2001 accumulated amortization was $58,343,000 and $47,330,000, respectively. As more fully disclosed in Note 21, effective April 1, 2003 the Company will account for goodwill in accordance with Statement of Financial Accounting Standards No. 142.
Inventories
Inventories are valued at the lower of cost or market. Costs of approximately 56% of inventories at March 31, 2002 (48% in 2001) have been determined using the LIFO (last-in, first-out) method. Costs of other inventories have been determined using the FIFO (first-in, first-out) or average cost method. FIFO cost approximates replacement cost.
Marketable Securities
All of the Company’s marketable securities, which consist of equity securities and corporate and governmental obligations, have been classified as available-for-sale securities and are therefore

F-8

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

recorded at their fair values with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss) within shareholders’ equity unless unrealized losses areprospectus shall be deemed to be other than temporary. In such instance, the unrealized losses are reported in the statement of operations within other income and expense, net. Estimated fair value is based on published trading values at the balance sheet dates. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The cost of securities sold is based on the specific identification method. Interest and dividend income are included in other income and expense, net on the consolidated statements of operations.
The marketable securities are carried as long-term assets since they are held for the settlement of a portion of the Company’s general liability and products liability insurance claims filed through CM Insurance Company, Inc., a wholly owned captive insurance subsidiary.
Net Assets Held for Sale
Certain non-operating real estate properties and equipment were acquired as part of the 1996 acquisition of Yale Industrial Products, Inc. Certain of these properties were sold during fiscal 1998 through fiscal 2002 and additional monies were advanced to further the development of the properties with the remaining assets held for sale expected to be sold in fiscal 2003. They have been recorded at the lower of costmodified or their estimated realizable values net of disposal costs on the consolidated balance sheet and amount to $1,990,000 and $4,270,000 as of March 31, 2002 and 2001, respectively.
In addition at March 31, 2002, net assets held for sale includes $2,300,000 as the carrying value of a recently closed and vacated facility which is currently for sale.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost and depreciated principally using the straight-line method over their respective estimated useful lives (buildings and building equipment—15 to 40 years; machinery and equipment—3 to 18 years). When depreciable assets are retired, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operating results.
Related Party Transactions
The Company entered into a consulting agreement with the Chairman of the Board of Directors on October 1, 2001. The agreement provides compensation at a monthly rate of $23,750 and continues through December 31, 2003.
Research and Development
Research and development costs as defined in FAS No. 2, for the years ended March 31, 2002, 2001 and 2000 were $1,328,000, $975,000 and $1,156,000, respectively.

F-9

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenue Recognition and Concentration of Credit Risk
Sales are recorded when title passes to the customer which is generally at time of shipment to the customer, except for long-term construction contracts as described below. The Company performs ongoing credit evaluations of its customers’ financial condition, but generally does not require collateral to support customer receivables. The credit risk is controlled through credit approvals, limits and monitoring procedures. The Company established an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other factors.
The Company recognizes contract revenues on construction contracts under the percentage of completion method, measured by comparing direct costs incurred to total estimated direct costs. Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. In the event that a loss is anticipated on an uncompleted contract, a provision for the estimated loss is made at the time it is determined.
Shipping and Handling Costs
Shipping and handling costs are a component of cost of goods sold.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
3.    Discontinued Operations
In May 2002, the Company sold substantially all of the assets of ASI. The ASI business was the principal business unit in the Company’s former Solutions – Automotive segment. The Company received $20,600,000 in cash and an 8% subordinated note in the principal amount of $6,800,000 which is payable over 10 years. The Company may also receive additional payments of up to $1,960,000 from proceeds of certain ASI accounts receivable and up to an aggregate of $10,000,000 over the next two years based on the financial performance of the ASI business. The measurement date for this discontinued operation was April 10, 2002, prior to the issuance of the fiscal 2002 consolidated financial statements. Accordingly, the impact of the prospective transaction has been recorded in fiscal 2002. The Company recorded an after-tax loss of $121,475,000 or $8.43 per diluted share and reflected ASI as a discontinued operation in the fourth quarter of fiscal 2002. The impairment loss included closing costs from the transaction and estimated operating losses of the discontinued operation from April 1, 2002 through May 10, 2002, the date of the sale. The impairment loss was due primarily to the write-off of $104,000,000 of goodwill and a $17,475,000 loss related to the write-off of the remaining net assets in excess of the selling price. The net current assets of discontinued operations at March 31, 2002 represent the net cash proceeds received upon disposal as well as the realized tax benefit. The consolidated financial statements and related notes for all periods presented have been restated, where applicable, to reflect the ASI business as a discontinued operation.

F-10

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In accordance with Emerging Issues Task Force (EITF) 87-24, “Allocation of Interest to Discontinued Operations,” the Company allocated interest to the discontinued operations based upon the net principal amount of debt that was paid down with the proceeds from the sale of such operation. This resulted in an interest allocation of approximately $905,000, $1,280,000 and $1,325,000 for the years ended March 31, 2002, 2001, and 2000, respectively.
Operating results of discontinued operations were as follows:
   
Year Ended March 31,
 
   
2002
   
2001
  
2000
 
   
(In thousands, except per share data)
 
Net revenue  $137,070   $141,804  $127,076 
   
  
  
(Loss) income before income taxes   (9,350)   3,023   (5,024)
Income tax (benefit) expense   (1,477)   2,731   (5)
   
  
  
(Loss) income from operations of discontinued business   (7,873)   292   (5,019)
Loss on disposal of business (net of tax benefit of $9,464)   (121,475)   —     —   
   
  
  
(Loss) income from discontinued operations  $(129,348)  $292  $(5,019)
   
  
  
Diluted (loss) income per share from discontinued operations  $(8.98)  $.02  $(.35)
   
  
  
4.    Inventories
Inventories consisted of the following:
   
March 31,
 
   
2002
   
2001
 
   
(In thousands)
 
At cost—FIFO basis:          
Raw materials  $48,477   $56,603 
Work-in-process   13,735    17,110 
Finished goods   34,417    41,850 
   
  
    96,629    115,563 
LIFO cost less than FIFO cost   (6,973)   (6,650)
   
  
Net inventories  $89,656   $108,913 
   
  
5.    Marketable Securities
Marketable securities are held for the settlement of a portion of the Company’s general liability and products liability insurance claims filed through the Company’s subsidiary, CM Insurance Company, Inc. (see Notes 2 and 13).
The following is a summary of available-for-sale securities at March 31, 2002:
   
Cost
  
Gross Unrealized Gains
  
Gross Unrealized Losses
  
Estimated Fair Value
   
(In thousands)
Government securities  $6,353  $258  $6  $6,605
Equity securities   14,833   3,447   251   18,029
   
  
  
  
   $21,186  $3,705  $257  $24,634
   
  
  
  

F-11

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At March 31, 2002, in accordance with FAS No. 115, the Company reduced the cost bases of certain equity securities since it was determined that the unrealized losses on those securities were other than temporary in nature. This determination resulted in the recognition of a pre-tax charge to earnings of $2,757,000 for the year ended March 31, 2002, classified within other (income) and expense, net. The above schedule reflects the reduced cost base.
In April 2002, all securities in the portfolio were sold and reinvested in short-term cash equivalents.
The following is a summary of available-for-sale securities at March 31, 2001:
   
Cost
  
Gross Unrealized Gains
  
Gross Unrealized Losses
  
Estimated Fair Value
   
(In thousands)
Government securities  $6,265  $305  $—    $6,570
Equity securities   16,226   3,043   3,513   15,756
   
  
  
  
   $22,491  $3,348  $3,513  $22,326
   
  
  
  
Net unrealized gain or loss included in the balance sheet amounted to a $3,448,000 gain at March 31, 2002 and a $165,000 loss at March 31, 2001. The amounts, net of related income taxes of $1,379,000 and $(66,000) at March 31, 2002 and 2001, respectively, are reflected as a component of accumulated other comprehensive income (loss) within shareholders’ equity.
6.    Property, Plant, and Equipment
Consolidated property, plant, and equipment of the Company consisted of the following:
   
March 31,
   
2002
  
2001
   
(In thousands)
Land and land improvements  $5,812  $5,845
Buildings   31,472   30,613
Machinery, equipment, and leasehold improvements   99,198   99,243
Construction in progress   3,677   2,812
   
  
    140,159   138,513
Less accumulated depreciation   69,417   60,751
   
  
Net property, plant, and equipment  $70,742  $77,762
   
  
Depreciation expense from continuing operations was $11,449,000, $11,700,000, and $11,551,000 for the years ended March 31, 2002, 2001, and 2000, respectively.

F-12

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7.    Accrued Liabilities and Other Non-current Liabilities
Consolidated accrued liabilities of the Company consisted the following:
   
March 31,
   
2002
  
2001
   
(In thousands)
Accrued payroll  $10,915  $13,361
Accrued pension cost   5,434   2,579
Interest payable   8,975   9,481
Accrued workers compensation   4,070   3,068
Income taxes payable   —     2,362
Other accrued liabilities   10,139   11,025
   
  
   $39,533  $41,876
   
  
Consolidated other non-current liabilities of the Company consisted the following:
   
March 31,
   
2002
  
2001
   
(In thousands)
Accumulated postretirement benefit obligation  $10,181  $12,640
Accrued general and product liability costs   16,274   15,388
Other non-current liabilities   3,759   6,039
   
  
   $30,214  $34,067
   
  
8.    Debt
Consolidated debt of the Company consisted of the following:
   
March 31,
   
2002
  
2001
   
(In thousands)
Revolving Credit Facility with availability up to $150,000,000, due March 31, 2003, with interest payable at varying Eurodollar rates based on LIBOR plus a spread determined by the Company’s leverage ratio, amounting to 325 basis points at March 31, 2002 (5.49% and 7.76% at March 31, 2002 and 2001)  $145,800  $202,000
Other senior debt   2,372   5,416
   
  
Total senior debt   148,172   207,416
8 1/2% Senior Subordinated Notes due March 31, 2008
with interest payable in semi-annual installments at 8.45% effective rate, recorded net of unamortized discount of $319
($372 at March 31, 2001)
   199,681   199,628
   
  
Total   347,853   407,044
Less current portion   146,663   3,092
   
  
   $201,190  $403,952
   
  

F-13

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Revolving Credit Facility is secured by all equipment, inventory, receivables, subsidiary stock (limited to 65% for foreign subsidiaries) and intellectual property. The corresponding credit agreement places certain debt covenant restrictions on the Company including, but not limited to, maximum annual cash dividends of $10 million.
The Company did not comply with certain of the financial covenants as of March 31, 2002. Effective June 6, 2002, the senior lenders agreed to waive the non-compliance as of March 31, 2002 and amended the financial covenants for the quarters ended June 30, September 30, and December 31, 2002. The Company believes that they will be able to comply with the amended covenants.
The Company manages its debt portfolio by using interest rate swaps to achieve an overall desired position of fixed and floating rates. The Company entered into an interest rate swap agreement to effectively convert $40 million of variable-rate debt to fixed-rate debt which matures in June 2003. The cash flow hedge is considered effective and the gain or loss on the change in fair value is reported in other comprehensive (loss) income, net of tax. The fair value of the derivative at March 31, 2002 was a $706,000 liability.
The carrying amount of the Company’s senior debt instruments approximates the fair value. The Company’s subordinated debt has an approximate fair market value of $183,000,000 which is less than the carrying cost of $199,681,000.
Provisions of the 8 1/2% Notes include, without limitation, restrictions on liens, indebtedness, asset sales, and dividends and other restricted payments. Prior to April 1, 2003, the 8 1/2% Notes are redeemable at the option of the Company, in whole or in part, at the Make-Whole Price (as defined in the 8 1/2% Notes agreement). On or after April 1, 2003, they are redeemable at prices declining annually to 100% on and after April 1, 2006. In the event of a Change of Control (as defined in the indenture for such notes), each holder of the 8 1/2% Notes may require the Company to repurchase all or a portion of such holder’s 8 1/2% Notes at a purchase price equal to 101% of the principal amount thereof. The 8 1/2% Notes are guaranteed by certain existing and future domestic subsidiaries and are not subject to any sinking fund requirements.
The principal payments scheduled to be made as of March 31, 2002 on the above debt, for the next five annual periods subsequent thereto, are as follows (in thousands):
     
2003  $146,663
2004   224
2005   162
2006   123
2007   122
It is management’s intent to refinance the Revolving Credit Facility prior to its expiration on March 31, 2003.
As of March 31, 2002, the Company had letters of credit outstanding of $6.8 million.

F-14

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9.    Retirement Plans
The Company provides defined benefit pension plans to certain employees. The following provides a reconciliation of benefit obligation, plan assets, and funded status of plans:
   
March 31,
 
   
2002
   
2001
 
   
(In thousands)
 
Change in benefit obligation:          
Benefit obligation at beginning of year  $75,008   $71,320 
Service cost   3,961    3,772 
Interest cost   5,580    5,099 
Actuarial loss (gain)   3,373    (1,821)
Benefits paid   (4,905)   (3,362)
   
  
Benefit obligation at end of year  $83,017   $75,008 
   
  
Change in plan assets:          
Fair value of plan assets at beginning of year  $76,182   $73,464 
Actual (loss) return on plan assets   (4,349)   1,079 
Employer contribution   3,578    5,001 
Benefits paid   (4,905)   (3,362)
   
  
Fair value of plan assets at end of year  $70,506   $76,182 
   
  
Funded Status  $(12,511)  $1,174 
Unrecognized transition amount   —      (28)
Unrecognized actuarial loss (gain)   12,373    (1,872)
Unrecognized prior service cost   1,191    1,607 
   
  
Net amount recognized  $1,053   $881 
   
  
Amounts recognized in the consolidated balance sheets are as follows:
           
Intangible asset  $903   $1,029 
Accrued liabilities   (4,933)   (2,020)
Accumulated other comprehensive loss   5,083    1,872 
   
  
Net amount recognized  $1,053   $881 
   
  

F-15

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net periodic pension cost included the following components:
   
Year Ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands)
 
Service costs—benefits earned during the period  $3,961   $3,772   $4,329 
Interest cost on projected benefit obligation   5,580    5,099    4,805 
Expected return on plan assets   (6,526)   (6,303)   (5,732)
Net amortization   213    136    251 
   
  
  
Net periodic pension cost  $3,228   $2,704   $3,653 
   
  
  
The aggregate projected benefit obligation and aggregate fair value of plan assets for the pension plans with projected benefit obligations in excess of plan assets were $76,652,000 and $62,507,000, respectively, as of March 31, 2002 and $57,644,000 and $55,546,000, respectively, as of March 31, 2001.
The aggregate accumulated benefit obligation and aggregate fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $69,363,000 and $61,734,000 respectively as of March 31, 2002 and $10,973,000 and $9,363,000, respectively as of March 31, 2001.
The unrecognized transition obligation is being amortized on a straight-line basis over 20 years. Unrecognized gains and losses are amortized on a straight-line basis over the average remaining service period of active participants.
The weighted-average discount rate used in determining the actuarial present value of the projected benefit obligation of all of the defined benefit plans was 7.25% and 7.5% as of March 31, 2002 and 2001, respectively. Future average compensation increases are assumed to be 4.0% and 4.5% per year as of March 31, 2002 and 2001, respectively. The weighted-average expected long-term rate of return on plan assets used in determining the expected return on plan assets included in net periodic pension cost was 8 5/8% for the year ended March 31, 2002 and 8 7/8% for both of the years ended March 31, 2001 and 2000. Plan assets consist of equities, corporate and government securities, and fixed income annuity contracts.
The Company’s funding policy with respect to the defined benefit pension plans is to contribute annually at least the minimum amount required by the Employee Retirement Income Security Act of 1974 (ERISA).
The Company also sponsors defined contribution plans covering substantially all domestic employees. Participants may elect to contribute basic contributions. These plans provide for employer contributions based primarily on employee participation. The Company recorded a charge for such contributions of approximately $1,790,000, $2,190,000 and $1,660,000 for the years ended March 31, 2002, 2001 and 2000, respectively.

F-16

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10.    Employee Stock Ownership Plan (ESOP)
The AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans” requires that compensation expense for ESOP shares be measured based on the fair value of those shares when committed to be released to employees, rather than based on their original cost. Also, dividends on those ESOP shares that have not been allocated or committed to be released to ESOP participants are not reflected as a reduction of retained earnings. Rather, since those dividends are used for debt service, a charge to compensation expense is recorded. Furthermore, ESOP shares that have not been allocated or committed to be released are not considered outstandingsuperseded for purposes of calculating earnings per share.
The obligationthis prospectus to the extent that a statement contained herein or which also is incorporated by reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of the ESOPfilings incorporated herein by reference, including exhibits to repay borrowings incurred to purchase shares of the Company’s common stock is guaranteedsuch documents that are specifically incorporated by the Company; the unpaid balance of such borrowings, therefore, has been reflected in the accompanying consolidated balance sheet as a liability. An amount equivalent to thereference, at no cost, of the collateralized common stock and representing deferred employee benefits has been recorded as a deduction from shareholders’ equity.

Substantially all of the Company’s domestic non-union employees are participants in the ESOP. Contributions to the plan result from the release of collateralized shares as debt service payments are made. Compensation expense amounting to $845,000, $1,120,000 and $1,752,000 in fiscal 2002, 2001 and 2000, respectively, is recorded based on the guaranteed release of the ESOP shares at their fair market value. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings and are applied toward debt service.
At March 31, 2002 and 2001, 966,769 and 953,851 of ESOP shares, respectively, were allocatedby writing or available to be allocated to participants’ accounts. At March 31, 2002 and 2001, 417,854 and 504,794 of ESOP shares were pledged as collateral to guarantee the ESOP term loans.
The fair market value of unearned ESOP shares at March 31, 2002 amounted to $5,349,000.
11.    Postretirement Benefit Obligation
The Company sponsors defined benefit postretirement health care plans that provide medical and life insurance coverage to Yale domestic retirees and their dependents. Prior to the acquisition of Yale, the Company did not sponsor any postretirement benefit plans. The Company pays the majority of the medical costs for Yale retirees and their spouses who are under age 65. For retirees and dependents of retirees who retired prior to January 1, 1989, and are age 65 or over, the Company contributes 100% toward the American Association of Retired Persons (“AARP”) premium frozencalling us at the 1992 level. For retireesfollowing address or telephone number:

Alan S. Korman

Vice President Corporate Development, General Counsel and dependents of retirees who retired after January 1, 1989, the Company contributes $35 per month toward the AARP premium. The life insurance plan is noncontributory.

F-17
Chief Human Resources Officer

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s postretirement health benefit plans are not funded. In accordance with FAS No. 132 “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” the following sets forth a reconciliation of benefit obligations and the funded status of the plan:
   
March 31,
 
   
2002
   
2001
 
   
(In thousands)
 
Change in benefit obligation:          
Benefit obligation at beginning of year  $12,626   $11,640 
Service cost   82    80 
Interest cost   891    820 
Actuarial loss   1,255    1,509 
Benefits paid   (1,480)   (1,423)
Impact of curtailment   (836)   —   
   
  
Benefit obligation at end of year  $12,538   $12,626 
   
  
Funded status  $(12,538)  $(12,626)
Unrecognized actuarial loss   2,664    2,407 
Unrecognized prior service gain   (307)   (2,421)
   
  
Net amount recognized in other non-current liabilities  $(10,181)  $(12,640)
   
  
Net periodic postretirement benefit cost included the following:
   
Year Ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands)
 
Service cost—benefits attributed to service during the period  $82   $80   $84 
Interest cost   891    820    816 
Amortization of prior service gain   (807)   (807)   (807)
Amortization of plan net losses   162    —      —   
Curtailment gain   (1,307)   —      —   
   
  
  
Net periodic postretirement benefit cost  $(979)  $93   $93 
   
  
  
For measurement purposes, a 9.0% annual rate of increase in the per capita cost of postretirement medical benefits was assumed at the beginning of the period; the rate was assumed to decrease 1.0% per year to 5.0% by 2006. The discount rate used in determining the accumulated postretirement benefit obligation was 7.25% and 7.5% as of March 31, 2002 and 2001, respectively.
Assumed medical claims cost trend rates have an effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effects:
     
One Percentage
Point Increase
    
One Percentage
Point Decrease
 
     
(In thousands)
 
Effect on total of service and interest cost components    $54    $(49)
Effect on postretirement obligation     532     (486)

F-18
Columbus McKinnon Corporation

205 Crosspoint Parkway

Buffalo, New York 14068

COLUMBUS McKINNON CORPORATIONTelephone: (716) 689-5400

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

12.    Earnings per Share and Stock Plans

Earnings per Share$150,000,000

The Company calculates earnings per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share” (FAS No. 128). Basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share includes any dilutive effects of stock options. The effect of dilutive employee stock options has not been included for the year ended March 31, 2002 since this would be antidilutive as a result of the Company’s net loss.
The following table sets forth the computation of basic and diluted earnings per share:
   
Year Ended March 31,
 
   
2002
   
2001
  
2000
 
   
(In thousands)
 
Numerator for basic and diluted earnings per share:              
(Loss) income from continuing operations  $(6,018)  $14,927  $22,099 
Total (loss) income from discontinued operations   (129,348)   292   (5,019)
   
  
  
Net (loss) income  $(135,366)  $15,219  $17,080 
   
  
  
Denominators:              
Weighted-average common stock outstanding – denominator for basic EPS   14,414    14,316   14,138 
Effect of dilutive employee stock options   —      —     83 
   
  
  
Adjusted weighted-average common stock outstanding and assumed conversions – denominator for diluted EPS   14,414    14,316   14,221 
   
  
  
The weighted-average common stock outstanding shown above is net of unallocated ESOP shares (see Note 10).

LOGO

Common Stock Plans

The Company maintains two stock option plans, a Non-Qualified Stock Option Plan (Non-Qualified Plan) and an Incentive Stock Option Plan (Incentive Plan). Under the Non-Qualified Plan, options may be granted to officers and other key employees of the Company as well as to non-employee directors and advisors. Options granted under the Non-Qualified and Incentive Plans become exercisable over a four-year period at the rate of 25% per year commencing one year from the date of grant at an exercise price of not less than 100% of the fair market value of the common stock on the date of grant. Any option granted under the Non-Qualified plan may be exercised not earlier than one year from the date such option is granted. Any option granted under the Incentive Plan may be exercised not earlier than one year and not later than 10 years from the date such option is granted.

F-19

COLUMBUS McKINNON CORPORATIONProspectus
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A summary of option transactions during each of the three fiscal years in the period ended March 31, 2002 is as follows:
   
Year Ended March 31,
 
Number of Shares
  
2002
   
2001
   
2000
 
Outstanding at beginning of year  671,535   674,750   353,348 
Granted  762,000   32,700   481,410 
Canceled  (27,375)  (16,575)  (7,000)
Exercised  —     (19,340)  (153,008)
   
  
  
Outstanding at end of year  1,406,160   671,535   674,750 
   
  
  
Exercisable at end of year  394,153   241,285   137,840 
Available for grant at end of year  76,340   810,965   827,090 
Exercise prices for options outstanding as of March 31, 2002, ranged from $9.00 to $29.00. The following table provides certain information with respect to stock options outstanding at March 31, 2002:
Range of Exercise Prices
  
Stock Options Outstanding
    
Weighted-average
Exercise Price
    
Weighted-average Remaining
Contractual Life
Up to $10.00  748,950    $9.97    9.4
$10.01 to $20.00  194,100     14.63    5.9
$20.01 to $30.00  463,110     21.27    7.0
   
    
    
   1,406,160    $14.34    8.1
   
    
    
The following table provides certain information with respect to stock options exercisable at March 31, 2002:
Range of Exercise Prices
  
Stock Options Outstanding
    
Weighted-average
Exercise Price
Up to $10.00  5,737    $9.13
$10.01 to $20.00  152,361     15.47
$20.01 to $30.00  236,055     21.44
   
    
   394,153    $18.95
   
    
The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under FAS No. 123, “Accounting for Stock-Based Compensation,” requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the grant date and the number of options granted is fixed, no compensation expense is recognized.
Pro forma information regarding net income and earnings per share is required by FAS No. 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The Black-Scholes option valuation model was developed for use in

F-20

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The fair value for issued options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions and yielding the following pro forma results:
   
Year Ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands, except for assumptions
and earnings per share data)
 
Assumptions:               
Risk-free interest rate   4.5%   5.2%   6.1%
Dividend yield—Incentive Plan   0.0%   2.9%   1.35%
Volatility factor   444    0.435    0.352 
Expected life—Incentive Plan   5 years    5 years    5 years 
Pro forma results:               
Net (loss) income  $(136,697)  $14,809   $16,099 
(Loss) earnings per share, basic   (9.48)   1.03    1.14 
(Loss) earnings per share, diluted   (9.48)   1.03    1.13 
The weighted-average fair value of options granted in 2002, 2001, and 2000 was $4.66, $4.42 and $7.56 per share, respectively.
The Company maintains a Restricted Stock Plan, under which the Company had no shares reserved for issuance at March 31, 2002 and 2001. The Company charges unearned compensation, a component of shareholders’ equity, for the market value of shares, as they are issued. It is then ratably amortized over the restricted period. Grantees who remain continuously employed with the Company become vested in their shares five years after the date of the grant. There were 60,700 shares issued during the year ended March 31, 2000.
13.    Loss Contingencies
General and Product Liability—Joint book-running managers$15,603,000 of the accrued general and product liability costs which are included in other non-current liabilities at March 31, 2002 ($14,663,000 at March 31, 2001) 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 experience, for losses incurred but not reported. The accrual in these consolidated financial statements was determined by applying a discount factor based on interest rates customarily used in the insurance industry, between 6.09% and

F-21

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8.42%, to the undiscounted reserves of $19,510,000 and $18,620,000 at March 31, 2002 and 2001, respectively. This liability is funded by investments in marketable securities (see Notes 2 and 5).
14.    Restructuring Charges
In June 2001, the Company recorded an $8.8 million pre-tax charge to cover costs associated with the closure of its hoist manufacturing facility in Forrest City, Arkansas. The charges consisted mainly of plant closing charges ($6.0 million), accrued compensation and employee benefits ($2.0 million), and other restructuring costs ($0.8 million).
In August 2001, the Company recorded a $0.7 million pre-tax charge to cover costs associated with the closure of its chain manufacturing facility in Richmond, British Columbia, Canada. The charges consisted mainly of accrued compensation and employee benefits ($0.4 million), plant closing charges ($0.2 million), and other restructuring costs ($0.1 million).
Restructuring reserves at March 31, 2002 consist mainly of severance and employee benefits. The net carrying value of the recently closed and vacated Forrest City facility is included in assets held for sale (see Note 2) at March 31, 2002.
The manufacturing facilities in Forrest City, Arkansas and Richmond, British Columbia, Canada were both included in the Products segment.
15.    Income Taxes
The following is a reconciliation of the difference between the effective tax rate and the statutory federal tax rate:
   
Year Ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands)
 
Computed statutory provision  $(1,301)  $11,102   $13,889 
State income taxes net of federal benefit   501    1,075    1,909 
Nondeductible goodwill amortization   2,752    2,753    2,753 
Foreign taxes greater than statutory provision   922    923    878 
Research and development credit   (1,031)   (400)   (400)
Other   458    1,341    (1,446)
   
  
  
Actual tax provision  $2,301   $16,794   $17,583 
   
  
  

F-22

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The provision for income tax expense consisted of the following:
   
Year Ended March 31,
   
2002
   
2001
   
2000
   
(In thousands)
Current income tax expense:              
Federal taxes  $(198)  $11,893   $8,249
State taxes   1,012    1,345    2,136
Foreign   1,483    3,599    3,319
Deferred income tax (benefit) expense:              
Domestic   (317)   395    3,658
Foreign   321    (438)   221
   
  
  
   $2,301   $16,794   $17,583
   
  
  
The Company applies the liability method of accounting for income taxes as required by FAS Statement No. 109, “Accounting for Income Taxes.” The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
   
March 31,
 
   
2002
   
2001
 
   
(In thousands)
 
Deferred tax assets:          
Insurance reserves  $8,589   $9,560 
Accrued vacation and incentive costs   1,387    1,867 
Other   6,435    6,015 
   
  
Total gross deferred tax assets   16,411    17,442 
   
  
Deferred tax liabilities:          
Insurance reserves   (4,661)   (5,935)
Property, plant, and equipment   (6,349)   (6,757)
   
  
Total gross deferred tax liabilities   (11,010)   (12,692)
   
  
Net deferred tax asset  $5,401   $4,750 
   
  
Deferred income taxes are presented within the consolidated balance sheet as follows:
   
March 31,
 
   
2002
  
2001
 
   
(In thousands)
 
Current deferred tax asset (liability)  $  2,268  $(691)
Net non-current deferred tax asset   3,133   5,441 
   
  
Net deferred tax asset  $5,401  $  4,750 
   
  
The current deferred tax asset (liability) is included in prepaid expense (accrued liabilities).

F-23

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Income before income tax expense includes foreign subsidiary income of $2,436,000, $6,394,000, and $7,602,000 for the years ended March 31, 2002, 2001, and 2000, respectively. United States income taxes have not been provided on certain unremitted earnings of approximately $25,000,000 at March 31, 2002 of the Company’s foreign subsidiaries as such earnings are considered to be permanently reinvested.
16.     Rental Expense and Lease Commitments
Rental expense for the years ended March 31, 2002, 2001 and 2000 was $3,225,000, $5,103,000, and $3,763,000, respectively. The following amounts represent future minimum payment commitments as of March 31, 2002 under non-cancelable operating leases extending beyond one year (in thousands):
Year Ended March 31,
  
Real
Property
  
Vehicles and
Equipment
  
Total
2003  $724  $1,877  $2,601
2004   729   1,596   2,325
2005   700   1,271   1,971
2006   474   592   1,066
2007   135   238   373
17.    Summary Financial Information
The following information sets forth the condensed consolidating summary financial information of the parent and domestic subsidiaries (guarantors), which guarantee the 8½% senior subordinated notes, and the foreign subsidiaries (nonguarantors). The domestic subsidiaries are wholly owned and the guarantees are full, unconditional, joint and several.
As of and for the year ended March 31, 2002:
   
Parent
  
Domestic Subsidiaries
   
Foreign Subsidiaries
   
Eliminations
   
Consolidated
   
(In thousands)
As of March 31, 2002:
                       
Current assets:                       
Cash  $8,024  $(1,701)  $6,745   $—     $13,068
Trade accounts receivable   53,724   6,895    21,647    —      82,266
Inventories   43,357   23,525    23,723    (949)   89,656
Net assets held for sale   2,300   1,990    —      —      4,290
Net current assets of discontinued operations   —     21,497    —      —      21,497
Other current assets   6,647   (1,682)   3,578    —      8,543
   
  
  
  
  
Total current assets   114,052   50,524    55,693    (949)   219,320
Net property, plant, and equipment   35,893   18,385    16,464    —      70,742
Goodwill and other intangibles, net   36,370   121,051    43,380    —      200,801
Intercompany balances   277,846   (292,844)   (59,486)   74,484    —  
Other non-current assets   76,893   159,710    (1,408)   (201,763)   33,432
   
  
  
  
  
Total assets  $541,054  $56,826   $54,643   $(128,228)  $524,295
   
  
  
  
  
Current liabilities  $190,014  $11,335   $20,353   $(422)  $221,280
Debt, less current portion   199,536   —      1,654    —      201,190
Other non-current liabilities   16,196   11,203    2,815    —      30,214
   
  
  
  
  
Total liabilities   405,746   22,538    24,822    (422)   452,684
Shareholders’ equity   135,308   34,288    29,821    (127,806)   71,611
   
  
  
  
  
Total liabilities and shareholders’ equity  $541,054  $56,826   $54,643   $(128,228)  $524,295
   
  
  
  
  

F-24

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
   
Parent
   
Domestic Subsidiaries
   
Foreign Subsidiaries
   
Eliminations
   
Consolidated
 
   
(In thousands)
 
For the Year Ended March 31, 2002:
                         
Net sales  $222,957   $170,265   $107,944   $(21,138)  $480,028 
Cost of products sold   164,150    134,031    82,533    (21,163)   359,551 
   
  
  
  
  
Gross profit   58,807    36,234    25,411    25    120,477 
   
  
  
  
  
Selling, general and administrative expenses   34,539    17,163    20,065    —      71,767 
Restructuring charges   9,416    —      153    —      9,569 
Amortization of intangibles   2,140    6,461    2,412    —      11,013 
   
  
  
  
  
    46,095    23,624    22,630    —      92,349 
   
  
  
  
  
Income from operations   12,712    12,610    2,781    25    28,128 
Interest and debt expense   28,869    —      512    —      29,381 
Other (income) and expense, net   4,773    (2,076)   (233)   —      2,464 
   
  
  
  
  
(Loss) income from continuing operations before income tax expense   (20,930)   14,686    2,502    25    (3,717)
Income tax expense   (6,838)   7,419    1,710    10    2,301 
   
  
  
  
  
(Loss) income from continuing operations   (14,092)   7,267    792    15    (6,018)
(Loss) on discontinued operations   —      (7,873)   —      —      (7,873)
(Loss) on disposal of discontinued operations   —      (121,475)   —      —      (121,475)
   
  
  
  
  
Net (loss) income  $(14,092)  $(122,081)  $792   $15   $(135,366)
   
  
  
  
  
For the Year Ended March 31, 2002:
                         
Operating activities:
                         
Cash provided by (used in) operating activities  $63,500   $(17,965)  $5,914   $(1,652)  $49,797 
Investing activities:
                         
Purchase of marketable securities, net   (1,794)   —      —      —      (1,794)
Capital expenditures   (6,923)   3,162    (992)   —      (4,753)
Proceeds from sale of business   890    —      —      —      890 
Proceeds from sale of property, plant and equipment   —      —      1,750    —      1,750 
Net assets held for sale   —      2,280    —      —      2,280 
   
  
  
  
  
Net cash (used in) provided by investing activities   (7,827)   5,442    758    —      (1,627)
Financing activities:
                         
Net (payments) borrowings under revolving
line-of-credit agreements		   (56,200)   13,016    (494)   —      (43,678)
Repayment of debt   (851)   —      (2,196)   —      (3,047)
Dividends paid   (1,808)   —      (1,820)   1,652    (1,976)
Other   219    —      —      —      219 
   
  
  
  
  
Net cash (used in) provided by financing activities   (58,640)   13,016    (4,510)   1,652    (48,482)
Effect of exchange rate changes on cash   (26)   —      (280)   —      (306)
   
  
  
  
  
Net cash (used in) provided by continuing operations   (2,993)   493    1,882    —      (618)
Net cash used in discontinued operations   —      (329)   —      —      (329)
   
  
  
  
  
Net change in cash and cash equivalents   (2,993)   164    1,882    —      (947)
Cash and cash equivalents at beginning of year   11,017    (1,865)   4,863    —      14,015 
   
  
  
  
  
Cash and cash equivalents at end of year  $8,024   $(1,701)  $6,745   $—     $13,068 
   
  
  
  
  

F-25

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of and for the year ended March 31, 2001:     
   
Parent
   
Domestic Subsidiaries
   
Foreign Subsidiaries
   
Eliminations
   
Consolidated
 
   
(In thousands)
 
As of March 31, 2001:
                         
Current assets:                         
Cash  $11,017   $(1,865)  $4,863   $    $14,015 
Trade accounts receivable and unbilled revenues   65,932    12,268    21,673    —      99,873 
Inventories   47,012    33,820    29,055    (974)   108,913 
Net assets held for sale   —      4,270    —      —      4,270 
Net current assets of discontinued operations   —      46,874    —      —      46,874 
Other current assets   5,368    (2,919)   3,188    —      5,637 
   
  
  
  
  
Total current assets   129,329    92,448    58,779    (974)   279,582 
Net property, plant, and equipment   34,599    25,212    17,951    —      77,762 
Goodwill and other intangibles, net   38,992    127,688    46,621    —      213,301 
Intercompany balances   168,763    (334,599)   (63,864)   229,700    —   
Net non-current assets of discontinued operations   —      116,658    —      —      116,658 
Other non-current assets   226,711    161,070    (2,017)   (350,679)   35,085 
   
  
  
  
  
Total assets  $598,394   $188,477   $57,470   $(121,953)  $722,388 
   
  
  
  
  
Current liabilities  $39,673   $15,228   $21,966   $(362)  $76,505 
Debt, less current portion   400,137    —      3,815    —      403,952 
Other non-current liabilities   15,529    15,804    2,734    —      34,067 
   
  
  
  
  
Total liabilities   455,339    31,032    28,515    (362)   514,524 
Shareholders’ equity   143,055    157,445    28,955    (121,591)   207,864 
   
  
  
  
  
Total liabilities and shareholders’ equity  $598,394   $188,477   $57,470   $(121,953)  $722,388 
   
  
  
  
  
For the Year Ended March 31, 2001:
                         
Net sales  $252,128   $237,673   $119,475   $(23,108)  $586,168 
Cost of products sold   175,181    184,235    90,260    (23,017)   426,659 
   
  
  
  
  
Gross profit   76,947    53,438    29,215    (91)   159,509 
   
  
  
  
  
Selling, general and administrative expenses   39,196    23,331    20,117    —      82,644 
Amortization of intangibles   2,011    6,535    2,429    —      10,975 
   
  
  
  
  
    41,207    29,866    22,546    —      93,619 
   
  
  
  
  
Income (loss) from operations   35,740    23,572    6,669    (91)   65,890 
Interest and debt expense   35,783    (32)   578    —      36,329 
Other (income) and expense, net   (1,621)   (236)   (303)   —      (2,160)
   
  
  
  
  
Income (loss) from continuing operations before income tax expense   1,578    23,840    6,394    (91)   31,721 
Income tax expense   2,326    11,344    3,161    (37)   16,794 
   
  
  
  
  
(Loss) income from continuing operations   (748)   12,496    3,233    (54)   14,927 
Income from discontinued operations   —      292    —      —      292 
   
  
  
  
  
Net (loss) income  $(748)  $12,788   $3,233   $(54)  $15,219 
   
  
  
  
  

F-26

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

   
Parent
   
Domestic Subsidiaries
   
Foreign Subsidiaries
   
Eliminations
   
Consolidated
 
   
(In thousands)
 
For the Year Ended March 31, 2001:
                         
Operating activities:
                         
Cash provided by (used in) operating activities  $19,831   $10,457   $9,054   $(1,072)  $38,270 
Investing activities:
                         
Purchase of marketable securities, net   (2,064)   —      —      —      (2,064)
Capital expenditures   (4,419)   (4,961)   (799)   —      (10,179)
Net assets held for sale   —      5,002    —      —      5,002 
   
  
  
  
  
Net cash (used in) provided by investing activities   (6,483)   41    (799)   —      (7,241)
Financing activities:
                         
Net (payments) borrowings under revolving line-of-credit agreements   (3,000)   (9,597)   335    —      (12,262)
Repayment of debt   (1,579)   —      (2,158)   —      (3,737)
Dividends paid   (3,995)   —      (1,072)   1,072    (3,995)
Other   489    —      —      —      489 
   
  
  
  
  
Net cash (used in) provided by financing activities   (8,085)   (9,597)   (2,895)   1,072    (19,505)
Effect of exchange rate changes on cash   —      —      (4,026)   —      (4,026)
   
  
  
  
  
Net cash provided by continuing operations   5,263    901    1,334    —      7,498 
Net cash used in discontinued operations   —      (1,065)   —      —      (1,065)
   
  
  
  
  
Net change in cash and cash equivalents   5,263    (164)   1,334    —      6,433 
Cash and cash equivalents at beginning of year   5,754    (1,701)   3,529    —      7,582 
   
  
  
  
  
Cash and cash equivalents at end of year  $11,017   $(1,865)  $4,863   $—     $14,015 
   
  
  
  
  
18.    Business Segment Information
As a result of the way the Company manages the business, its reportable segments are strategic business units that offer products with different characteristics. The most defining characteristic is the extent of customized engineering required on a per-order basis. In addition, the segments serve different customer bases through differing methods of distribution. The Company has two reportable segments: Products and Solutions. The Company’s Products segment sells hoists, industrial cranes, chain, attachments, and other material handling products principally to third party distributors through diverse distribution channels, and to a lesser extent directly to manufacturers and other end-users. The Solutions segment sells engineered material handling systems such as conveyors, manipulators, and lift tables primarily to end-users in the consumer products, manufacturing, warehousing, and, to a lesser extent, the steel, construction, automotive, and other industrial markets. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Intersegment sales are not significant. The Company evaluates performance based on operating earnings of the respective business units prior to the effects of amortization.
Segment information as of and for the years ended March 31, 2002, 2001, and 2000 is as follows:
   
Year Ended March 31, 2002
   
Products
  
Solutions
  
Total
   
(In thousands)
Sales to external customers  $404,731  $75,297  $480,028
Operating income before restructuring charges and amortization   47,045   1,665   48,710
Depreciation and amortization   19,515   2,947   22,462
Total assets   438,294   64,504   502,798
Capital expenditures   3,904   849   4,753

F-27

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

   
Year Ended March 31, 2001
   
Products
  
Solutions
  
Total
   
(In thousands)
Sales to external customers  $478,898  $107,270  $586,168
Operating income before restructuring charges
and amortization.
   73,096   3,769   76,865
Depreciation and amortization   19,859   2,816   22,675
Total assets   487,551   71,305   558,856
Capital expenditures   9,889   290   10,179
   
Year Ended March 31, 2000
   
Products
  
Solutions
  
Total
   
(In thousands)
Sales to external customers  $511,287  $97,891  $609,178
Operating income before restructuring charges
and amortization.		   75,371   7,826   83,197
Depreciation and amortization   19,843   3,092   22,935
Total assets   505,461   73,801   579,262
Capital expenditures   7,805   118   7,923
The following provides a reconciliation of operating income before restructuring charges and amortization to consolidated income before income tax expense:
   
Year Ended March 31,
 
   
2002
   
2001
   
2000
 
   
(In thousands)
 
Operating income before restructuring charges
and amortization		  $48,710   $76,865   $83,197 
Restructuring charges of Products segment   (9,569)   —      —   
Amortization of intangibles   (11,013)   (10,975)   (11,384)
Interest and debt expense   (29,381)   (36,329)   (33,451)
Other income and (expense)   (2,464)   2,160    1,320 
   
  
  
(Loss) income from continuing operations before
income tax expense		  $(3,717)  $31,721   $39,682 
   
  
  
Financial information relating to the Company’s operations by geographic area is as follows:
   
Year Ended March 31,
   
2002
  
2001
  
2000
   
(In thousands)
Net sales:
            
United States  $374,070  $470,195  $482,658
Europe   70,097   71,967   71,076
Canada   29,340   36,635   49,716
Other   6,521   7,371   5,728
   
  
  
Total  $480,028  $586,168  $609,178
   
  
  

F-28

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

   
Year Ended March 31,
   
2002
  
2001
  
2000
   
(In thousands)
Assets:
            
United States  $388,669  $437,522  $452,234
Europe   92,541   94,908   95,601
Canada   17,071   21,936   27,130
Other   4,517   4,490   4,297
   
  
  
Assets of continuing operations   502,798   558,856   579,262
Assets of discontinued operations   21,497   163,532   152,575
   
  
  
Total  $524,295  $722,388  $731,837
   
  
  
19.     Selected Quarterly Financial Data (Unaudited)
As a result of the restatement related to the discontinued operations as discussed in Note 3, the quarterly information set forth below for net sales, gross profit, income from operations, and income (loss) from continuing operations does not agree to the amounts previously reported in the quarterly Form 10-Qs filed during fiscal year 2002.
As previously reported:
   
Three Months Ended
 
   
July 1, 2001
   
September 30, 2001
   
December 30, 2001
 
   
(In thousands, except per share data)
 
Net sales  $175,905   $171,577   $137,747 
Gross profit   34,958    32,974    31,988 
Income from operations   3,084    8,371    9,228 
Net (loss) income  $(4,661)  $(1,332)  $(92)
   
  
  
Net (loss) income per share—basic and diluted  $(0.32)  $(0.09)  $(0.01)
   
  
  
Restated to reflect discontinued operations presentation:
   
Three Months Ended
 
   
July 1, 2001
   
September 30, 2001
   
December 30, 2001
   
March 31, 2002
 
   
(In thousands, except per share data)
 
Net sales  $129,086   $122,542   $113,922   $114,478 
Gross profit   33,473    31,194    29,924    25,886 
Income from operations   4,922    9,840    10,293    3,073 
(Loss) income from continuing operations   (2,819)   268    1,244    (4,711)
Loss from discontinued operations   (1,842)   (1,600)   (1,336)   (3,095)
Loss on disposal of discontinued operations   —      —      —      (121,475)
Net (loss) income  $(4,661)  $(1,332)  $(92)  $(129,281)
   
  
  
  
Net (loss) income per share—basic and diluted:                    
Continuing operations  $(0.19)  $0.02   $0.09   $(0.34)
Discontinued operations   (0.13)   (0.11)   (0.10)   (0.21)
Loss on disposal of discontinued operations   —      —      —      (8.41)
   
  
  
  
Net loss (income)  $(0.32)  $(0.09)  $(0.01)  $(8.96)
   
  
  
  

F-29

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As previously reported:
   
Three Months Ended
   
July 2, 2000
  
October 1, 2000
  
December 31, 2000
  
March 31, 2001
   
(In thousands, except per share data)
Net sales  $188,378  $188,994  $175,078  $143,141
Gross profit   47,214   44,990   39,534   40,919
Income from operations   20,378   18,680   13,672   16,949
Net income  $5,946  $4,388  $1,296  $3,879
   
  
  
  
Net income per share—basic and diluted  $0.42  $0.31  $0.09  $0.25
   
  
  
  
Restated to reflect discontinued operations presentation:
   
Three Months Ended
 
   
July 2, 2000
  
October 1, 2000
  
December 31, 2000
   
March 31, 2001
 
   
(In thousands, except per share data)
 
Net sales  $152,499  $150,738  $139,790   $143,141 
Gross profit   42,897   40,255   35,438    40,919 
Income from operations   19,024   17,149   12,768    16,949 
Income from continuing operation   5,682   4,037   1,329    3,879 
Income (loss) from discontinued operations   264   351   (33)   (290)
Net income  $5,946  $4,388  $1,296   $3,589 
   
  
  
  
Net income (loss) per share—basic and diluted:                  
Continuing operations  $0.40  $0.29  $0.09   $0.27 
Discontinued operations   0.02   0.02   (0.00)   (0.02)
   
  
  
  
Net income  $0.42  $0.31  $0.09   $0.25 
   
  
  
  
20.    Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
   
March 31,
 
   
2002
   
2001
 
   
(In thousands)
 
Net unrealized investment (losses) gains—net of tax  $2,069   $(99)
Derivatives qualifying as hedges—net of tax   (424)   —   
Minimum pension liability adjustment—net of tax   (3,050)   (1,123)
Foreign currency translation adjustment   (12,589)   (12,805)
   
  
Accumulated other comprehensive loss  $(13,994)  $(14,027)
   
  
21.     Effects of New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (SFAS) No. 141, “Business Combinations” in June 2001. SFAS No. 141 eliminates the pooling-of-interests method of accounting for business combinations and modifies the application of

F-30

COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the purchase accounting method. The elimination of the pooling-of-interests method is effective for transactions initiated after June 30, 2001. The adoption of this Statement did not have an impact on the consolidated financial statements.
The FASB also issued SFAS No. 142, “Goodwill and Other Intangible Assets” in June of 2001. SFAS No. 142 eliminates the current requirement to amortize goodwill and indefinite-lived intangible assets, addresses the amortization of intangible assets with a defined life and the impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 will apply to goodwill and intangible assets arising from transactions completed before and after the effective date. This statement, which will be effective for the Company’s fiscal year beginning on April 1, 2002, must be adopted at the beginning of the fiscal year. The Company is currently assessing the Statement and the impact that the requirement to assess impairment upon adoption will have on the fiscal 2003 consolidated financial statements. Upon adoption, the Company will stop amortizing goodwill which, based upon current levels of goodwill for continuing operations, would reduce amortization expense by approximately $11 million on an annual basis.
The FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations” in June 2001. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. This Statement, which is effective for the Company’s fiscal year beginning April 1, 2003, may be adopted as of April 1, 2002. We are currently assessing the Statement and the impact, if any, that adoption will have on our fiscal 2003 consolidated financial statements.
The FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” in August 2001. SFAS No. 144 supersedes SFAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” The statement, while retaining many of the fundamental recognition and measurement provisions of SFAS No. 121, changes the criteria to be met to classify an asset as held-for-sale as well as the grouping of long-lived assets and liabilities that represent the unit of accounting for a long-lived asset to be held and used. SFAS No. 144 is effective for the Company’s fiscal year beginning April 1, 2002. We are currently assessing the Statement and the impact, if any, that adoption will have on our fiscal 2003 consolidated financial statements.

F-31

LOGO

COLUMBUS McKINNON CORPORATION
SCHEDULE II—Valuation and Qualifying Accounts
March 31, 2002, 2001 and 2000
Dollars in thousands
      
Additions
        
Description
  
Balance at Beginning of Period
  
Charged to Costs and Expenses
  
Charged to Other Accounts
   
Deductions
   
Balance at End of Period
Year ended March 31, 2002:                      
Deducted from asset accounts:                      
Allowance for doubtful accounts  $2,305  $1,399  $—     $1,367(1)  $2,337
Slow-moving and obsolete inventory   3,787   3,331   (15)(5)   2,484(2)   4,619
   
  
  
  
  
Total  $6,092  $4,730  $(15)  $3,851   $6,956
   
  
  
  
  
Reserves on balance sheet:                      
Accrued general and product liability costs  $15,388  $2,563  $—     $1,938(3)  $16,013
   
  
  
  
  
Year ended March 31, 2001:                      
Deducted from asset accounts:                      
Allowance for doubtful accounts  $2,212  $1,207  $—     $1,114(1)  $2,305
Slow-moving and obsolete inventory   3,956   1,373   —      1,542(2)   3,787
   
  
  
  
  
Total  $6,168  $2,580  $—     $2,656   $6,092
   
  
  
  
  
Reserves on balance sheet:                      
Accrued general and product liability costs  $14,550  $2,356  $—     $1,518(3)  $15,388
   
  
  
  
  
Year ended March 31, 2000:                      
Deducted from asset accounts:                      
Allowance for doubtful accounts  $2,088  $980  $—     $856(1)  $2,212
Slow-moving and obsolete inventory   4,066   1,776   112 (4)   1,998(2)   3,956
   
  
  
  
  
Total  $6,154  $2,756  $112   $2,854   $6,168
   
  
  
  
  
Reserves on balance sheet:                      
Accrued general and product liability costs  $11,416  $3,368  $—     $234(3)  $14,550
   
  
  
  
  
(1)
J.P. Morgan             Uncollectible accounts written off, net of recoveries
(2)Wells Fargo Securities Obsolete inventory disposalsPNC Capital Markets LLC
(3)Insurance claims and expenses paid
(4)Reserves at date of acquisition of subsidiaries
(5)Reserves at date of disposal of subsidiary

S-1

                    , 2021

ReportPart II

Information not required in prospectus

Item 13.    Other expenses of Independent Auditors

We have audited the consolidated financial statements of Columbus McKinnon Corporation as of March 31, 2002issuance and 2001, and for each of the three years in the period ended March 31, 2002, and have issued our report thereon dated June 6, 2002 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 16(b) of this Registration Statement. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.
In our opinion the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/S/    ERNST & YOUNG LLPdistribution
Buffalo, New York
June 6, 2002

S-2

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses, other than underwriter discounts and commissions, payable by us in connection with the sale of the common stock being registered. All of the amounts shown are estimates, except for the Securities and Exchange CommissionSEC registration fee, the NASD filing fee and the Nasdaq National Market listingFINRA filing fee.
Securities and Exchange Commission registration fee  $5,022
NASD filing fee   5,958
Nasdaq National Market listing fee   22,500
Printing fees and expenses    
Legal fees and expenses    
Accounting fees and expenses    
Miscellaneous    
   
Total  $ 
   

SEC registration fee

  $18,820 

FINRA filing fee

   26,375 

Printing fees and expenses

   30,000 

Legal fees and expenses

   225,000 

Accounting fees and expenses

   660,000 

Transfer agent and registrar fees and expenses

   5,000 

Miscellaneous

   25,000 

Total

  $990,195 

 

 

ITEMItem 14.    INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of directors and officers

Sections 722 through 726 of the New York Business Corporation Law (“BCL”),BCL, grant New York corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with threatened, pending or completed actions, suits or proceedings to which they are parties or are threatened to be made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; give a director or officer who successfully defends an action the right to be so indemnified; and permit a corporation to buy directors’ and officers’ liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of shareholders or otherwise.

Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its shareholders for breach of fiduciary duty as a director, provided that such provision may not eliminate the liability of a director (i) for acts or omissions not in goodbad faith or which involve intentional misconduct or a knowing violation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts in violation of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable to the corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities of the corporation or (iv) the making of an improper loan to a director of the corporation. Our restated certificate of incorporation,

II-1

as amended, provides that our directors shall not be liable to us or our shareholders for a breach of their duties to the fullest extent in which elimination or limitation of the liability of directors is permitted by the BCL. Our Restated Certificate of Incorporation, as amended, includes the provision permitted by Section 402(b) of the BCL.

Our Restated Certificaterestated certificate of Incorporationincorporation, as amended, provides that we shall indemnify, to the fullest extent permitted by the BCL, each person (and the heirs, executors, or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in, any civil or criminal action, suit or proceeding, by reason of the fact that such person is or was a director or officer of our companyCompany or is or was serving at our

II-1

request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. We are also obligated to pay the cost of the expenses incurred by our officers and directors (including attorney’s fees) in defending themselves in such proceedings in advance of final disposition if the officer or director agrees to repay the amount advanced in the event it is ultimately determined that the officer or director was not entitled to be indemnified by us as authorized by our restated certificate of incorporation.incorporation, as amended. We are not obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by our Board of Directors.Board. We have entered into indemnification agreements with each of our current directors to effectuate the indemnification provisions of our restated certificate of incorporation.

incorporation, as amended.

ITEMItem 15.    RECENT SALE OF UNREGISTERED SECURITIESRecent sale of unregistered securities

None.

ITEMItem 16.    EXHIBITSExhibits

(a) Exhibits:

Exhibit

Numbernumber

 
Exhibit
*1.1 Form of Underwriting Agreement.
 2.1Agreement and Plan of Merger among Columbus McKinnon Corporation, Dorner Merger Sub Inc., Precision Blocker, Inc., and Precision TopCo LP (as representative of the company equityholders) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 1, 2021).
3.1 Restated Certificate of Incorporation of the RegistrantCompany (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)
 3.2 Amended By-LawsCertificate of Amendment to the RegistrantRestated Certificate of Incorporation of Columbus McKinnon Corporation, dated as of May 18, 2009 (incorporated by reference to Exhibit 33.1 to the Company’s Current Report on Form 8-K dated May 17, 1999)18, 2009).
 3.3Sixth Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 12, 2021).
4.1 Specimen Common Share Certificatecommon share certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).1995.)(P)
 4.2 First Amendment and RestatementDescription of Rights Agreement, dated as of October 1, 1998, between Columbus McKinnon Corporation and Americanthe Company’s Common Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4 tothe description of the Company’s Current ReportCommon Stock contained in the Company’s Registration Statement on Form 8-K dated October 29, 1998)8-A, filed with the SEC on January 24, 1996, as amended by Amendment No. 1 thereto on Form 8-A/A filed with the SEC on February 22, 1996).(P)
 4.3Indenture among Columbus McKinnon Corporation, the guarantors named on the signature pages thereto and State Street Bank and Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 9, 1998).
  4.4Supplemental Indenture among LICO, Inc., Automatic Systems, Inc., LICO Steel, Inc., Columbus McKinnon Corporation, Yale Industrial Products, Inc., Mechanical Products, Inc., Minitec Corporation and State Street Bank and Trust Company, N.A., as trustee, dated March 31, 1998 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on form 8-K dated April 9, 1998).

II-2

Exhibit
Number
Exhibit
  4.5Second Supplemental Indenture among Abell-Howe Crane, Inc., LICO, Inc., Automatic Systems, Inc. LICO Steel, Inc., Columbus McKinnon Corporation, Yale Industrial Products Inc. and State Street Bank and Trust Company, N.A., as trustee, dated as of February 12, 1999 (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
  4.6Third Supplemental Indenture among G.L. International, Inc., Gaffey, Inc., Handling Systems and Conveyors, Inc., Larco Material Handling Inc., Abell-Howe Crane, Inc., LICO, Inc., Automatic Systems, Inc., LICO Steel, Inc., Columbus McKinnon Corporation, Yale Industrial Products, Inc. and State Street Bank and Trust Company, N.A., as trustee, dated as of March 1, 1999 (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
  4.7Fourth Supplemental Indenture among Washington Equipment Company, G.L. International, Inc., Gaffey, Inc., Handling Systems and Conveyors, Inc., Larco Material Handling Inc., Abell-Howe Crane, Inc., Automatic Systems, Inc., LICO Steel, Inc., Columbus McKinnon Corporation, Yale Industrial Products, Inc. and State Street Bank and Trust Company, N.A., as trustee, dated as of November 1, 1999 (incorporated by reference to Exhibit 10.2 to the Company’s quarterly report on form 10-Q for the quarterly period ended October 3, 1999).
  4.8Fifth Supplemental Indenture among Columbus McKinnon Corporation, Crane Equipment & Service, Inc., Automatic Systems, Inc., LICO Steel, Inc., Yale Industrial Products, Inc. and State Street Bank and Trust Company, N.A., as trustee, dated as of April 4, 2002 (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002).
*5.1 Opinion of Hodgson Russ LLP.
10.1
#10.1 Amended and Restated Term Loan Agreement by and among Fleet Bank of New York, Columbus McKinnon Corporation and Kenneth G. McCreadie, Peter A. Grant and Robert L. Montgomery, Jr., as Trustees under the Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement, dated March 31, 1993 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).
10.2Amendment No. 1 to Amended and Restated Term Loan Agreement, dated March 31, 1993, by and among Fleet Bank of New York, Columbus McKinnon Corporation and Kenneth G. McCreadie, Peter A. Grant and Robert L. Montgomery, Jr. as trustees under the Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement, dated October 27, 1994 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).
10.3Amendment No. 2 to Amended and Restated Term Loan Agreement by and among Fleet Bank, Columbus McKinnon Corporation and Kenneth G. McCreadie, Peter A. Grant and Robert L. Montgomery, Jr. under the Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement, dated November 2, 1995 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).
10.4Amendment No. 3 to Amended and Restated Term Loan Agreement by and among Fleet Bank, Columbus McKinnon Corporation and Karen L. Howard, Timothy R. Harvey, and Robert L. Montgomery, Jr. as trustees under the Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).

II-3

Exhibit
Number
Exhibit
10.5Amended and Restated Term Loan Agreement by and among Columbus McKinnon Corporation Employee Stock Ownership Trust, Columbus McKinnon Corporation and Marine Midland Bank, dated August 5, 1996 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
10.6First Amendment to Amended and Restated Term Loan Agreement by and among Columbus McKinnon Corporation Employee Stock Ownership Trust, Columbus McKinnon Corporation and Marine Midland Bank, dated October 16, 1996 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
10.7Second Amendment to Amended and Restated Term Loan Agreement by and among Columbus McKinnon Corporation Employee Stock Ownership Trust, Columbus McKinnon Corporation and Marine Midland Bank, dated March 31, 1998 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
10.8Third Amendment to Amended and Restated Term Loan Agreement by and among Columbus McKinnon Corporation Employee Stock Ownership Trust, Columbus McKinnon Corporation and Marine Midland Bank, dated November 30, 1998 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
10.9Agreement by and among Columbus McKinnon Corporation Employee Stock Ownership Trust, Columbus McKinnon Corporation and Marine Midland Bank, dated November 2, 1995 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)
10.10
#10.2 Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank, and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 9, 1998).
10.11First Amendment, dated as of September 23, 1998, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 27, 1998).
10.12Second Amendment, dated as of February 12, 1999, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as Borrower, the banks, financial institutions and other institutional leaders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
10.13Third Amendment dated as of November 16, 1999, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 3, 1999).

II-4

Exhibit
Number
Exhibit
10.14Fourth Amendment and Waiver, dated as of February 15, 2000, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2000).
10.15Fifth Amendment, dated as of September 28, 2000, to the Credit Agreement, dated as of March 31,1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2000).
10.16Sixth Amendment, dated as of February 5, 2001, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2000).
10.17Seventh Amendment, dated as of June 26, 2001, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001).
10.18Eighth Amendment, dated as of November 21, 2001, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2001).
10.19Ninth Amendment, dated as of February 12, 2002, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2001).
10.20Tenth Amendment, dated as of April 16, 2002, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002).

II-5

Exhibit
Number
Exhibit
 10.21Eleventh Amendment, dated as of June 6, 2002, to the Credit Agreement, dated as of March 31, 1998, among Columbus McKinnon Corporation, as the Borrower, the banks, financial institutions and other institutional lenders named therein, as Initial Lenders, Fleet National Bank, as the Initial Issuing Bank, Fleet National Bank, as the Swing Line Bank and Fleet National Bank, as the Administrative Agent (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002).
#10.22Columbus McKinnon Corporation Employee Stock Ownership Plan Restatement Effective April 1, 1989 (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)
#10.23

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Exhibit

number

 Exhibit
#10.3Amendment No. 1 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated March 2, 1995 (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)
#10.24
#10.4 Amendment No.  2 to the Columbus McKinnon Corporation Employee Stock Ownership Plan, dated October  17, 1995 (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997).
#10.25
#10.5 Amendment No. 3 to the Columbus McKinnon Corporation Employee Stock Ownership Plan, dated March  27, 1996 (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997).
#10.26
#10.6 Amendment No.  4 of the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated September 30, 1996 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996).
#10.27
#10.7 Amendment No.  5 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated August 28, 1997 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998).
#10.28
#10.8 Amendment No.  6 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated June 24, 1998 (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998).
#10.29
#10.9 Amendment No.  7 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated April 30, 2000 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000).
#10.30
#10.10 Amendment No.  8 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated March 26, 2002 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002).
#10.31
#10.11 Amendment No.  9 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated March 27, 2003 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003).
#10.12Amendment No.  10 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated February 28, 2004 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004).
#10.13Amendment No.  11 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated December 19, 2003 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

II-3

Exhibit

number

Exhibit
#10.14Amendment No.  12 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated March 17, 2005 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005).
#10.15Amendment No.  13 to the Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended and Restated as of April 1, 1989, dated December 19, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2008).
#10.16Columbus McKinnon Corporation Personal Retirement Account Plan Trust Agreement, dated April 1, 1987 (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)

II-6

Exhibit
Number
#10.17 
Exhibit
#10.32Second Amendment No. 1 to the Columbus McKinnon Corporation Employee Stock Ownership Trust Agreement (formerly known as the Columbus McKinnon Corporation Personal Retirement Account Plan Trust Agreement) effective November 1, 1988 (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).
#10.33Amendment and Restatement of Columbus McKinnon Corporation 1995 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.34Columbus McKinnon Corporation Restricted Stock Plan (incorporated by reference to Exhibit 10.2810.3 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).
#10.35Amendment and Restatement of Columbus McKinnon Corporation Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.27 to the Company’s AnnualQuarterly Report on Form 10-K10-Q for the fiscal yearquarterly period ended March 31, 1999)September 29, 2002).
#10.36
#10.18 Columbus McKinnon Corporation Thrift [401(k) Plan]] Plan 1989 Restatement Effective January  1, 1998 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 1998).
#10.37
#10.19 Amendment No.  1 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift 401(k)[401(k)] Plan, dated December  10, 1998 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.38
#10.20 Amendment No.  2 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift 401(k)[401 (k)] Plan, dated June  1, 2000 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000).
#10.39
#10.21 Amendment No.  3 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift 401(k)[401 (k)] Plan, dated  March 26, 2002 (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002).
#10.40
#10.22 Amendment No.  4 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated May  10, 2002 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2002).
#10.23Amendment No.  5 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated December  20, 2002 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2002).
#10.24Amendment No.  6 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated May  22, 2003 (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003).
#10.25Amendment No.  7 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated April  14, 2004 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004).
#10.26Amendment No.  8 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated December  19, 2003 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2003).

II-4

Exhibit

number

Exhibit
#10.27Amendment No.  9 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated March  16, 2004 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004).
#10.28Amendment No.  10 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated July  12, 2004 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 4, 2004).
#10.29Amendment No.  11 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated March  31, 2005 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005).
#10.30Amendment No.  12 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated December  27, 2005 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
#10.31Amendment No.  13 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated December  21, 2006 (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended March, 31, 2007).
#10.32Amendment No.  14 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated December  21, 2007 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008).
#10.33Amendment No.  15 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Thrift [401(k)] Plan, dated January  29, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2008).
#10.34Columbus McKinnon Corporation Thrift 401(k) Plan Trust Agreement Restatement Effective August 9, 1994 (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)
#10.41
#10.35 Columbus McKinnon Corporation Monthly Retirement Benefit Plan Restatement Effective April 1, 1998 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 1998).
#10.42
#10.36 Amendment No.  1 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated December  10, 1998 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.43
#10.37 Amendment No.  2 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated May  26, 1999 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.44
#10.38 Amendment No.  3 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated March  26, 2002 (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002).

II-7

Exhibit 
Number
#10.39 
Amendment No.  4 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated December  20, 2002 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2002).

II-5

Exhibit

number

Exhibit
#10.40Amendment No.  5 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated February  28, 2004 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004).
#10.41Amendment No.  6 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated March  17, 2005 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005).
#10.42Amendment No.  7 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated December  28, 2005 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
#10.43Amendment No.  8 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated December  28, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2006).
#10.44Amendment No.  9 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated April  21, 2008 (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008).
#10.45 Amendment No.  10 to the 1998 Plan Restatement of the Columbus McKinnon Corporation Monthly Retirement Benefit Plan, dated December 19, 2008 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2008).
#10.46Columbus McKinnon Corporation Monthly Retirement Benefit Plan Trust Agreement effectiveEffective as of April 1, 1987 (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement No. 33-80687 on Form S-1 dated December 21, 1995).(P)
#10.46
#10.47 Form of Change in Control Agreement as entered into between Columbus McKinnon Corporation and eachcertain of Timothy T. Tevens, Robert L. Montgomery, Jr., Ned T. Librock, Karen L. Howard, Lois H. Demler, Timothy R. Harvey, John Hansen and Neal Wixsonits executive officers (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998).
#10.47
#10.48 Form of Omnibus Code Section  409A Compliance Policy as entered into between Columbus McKinnon Corporation Corporateand certain of its executive officers. (incorporated by reference to Appendix to the definitive Proxy Statement for the Annual Meeting of Stockholders of Columbus McKinnon Corporation held on July 31, 2006).
#10.49Amendment to the Company’s non-qualified deferred compensation plan, effective January 1, 2013. (incorporated by reference to Exhibit 5.02 of the Company’s Current Report on Form 8-K filed on July 19, 2012).
#10.502016 Long-term Incentive Plan effective August  3, 2016 (incorporated by reference to Exhibit 4.1 of the Company’s S-8 filed on August 3, 2016, as amended June 5, 2019).
#10.51Employment agreement effective May  11, 2020 between Columbus McKinnon Corporation and David J. Wilson (incorporated by reference to Exhibit 10.1 toof the Company’s QuarterlyCurrent Report on Form 10-Q for the quarterly period ended July 1, 2001)8-K dated May 11, 2020).
#10.48
#10.52 ConsultingChange in Control Agreement dated as of October 1, 2001effective May  11, 2020 between Columbus McKinnon Corporation and Herbert P. Ladds, Jr.David J. Wilson (incorporated by reference to Exhibit 10.3 to10.2 of the Company’s QuarterlyCurrent Report on Form 10-Q for the quarterly period ended December 30, 2001)8-K dated May 11, 2020).

II-6

 10.49

Exhibit

number

 Asset PurchaseExhibit
#10.53Employment Agreement dated as of May 10, 2002 by and among Automatic Systems, Inc.,Amendment effective June  1, 2020 between Columbus McKinnon Corporation and ASI Acquisition CorpDavid J. Wilson (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated June 3, 2020).
10.54Debt Commitment Letter, dated March  1, 2021 in favor of Columbus McKinnon Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 1, 2021).
10.55Credit Agreement, dated April  7, 2021, by and among Columbus McKinnon Corporation and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 29, 2002)April 7, 2021).
**
21.1 Subsidiaries of the Registrant.Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020).
 *23.1*23.1 Consent of Ernst & Young LLP.
*23.2Consent of Grant Thornton LLP.
*23.3Consent of Hodgson Russ LLP (contained in Exhibit 5.1 to this registration statement).
**23.2
 Consent of Ernst & Young LLP.
*24.1 Power of Attorney (contained in Part II of(included on the signature page to this registration statement).
*
101.INS To be filedInstance Document (incorporated by amendmentreference to Exhibit 101.INS to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020).
101.SCHTaxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020)
101.CALTaxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020)
101.DEFTaxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020)
101.LABXBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020)
101.PREXBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020)

** Filed herewith

# Indicates a Managementmanagement contract or compensation plan or arrangement
(b) Financial Statement Schedules:
Schedule II—Valuation and qualifying accounts

(P)Paper exhibits

II-7

ITEMItem 17.    UNDERTAKINGSUndertakings

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the ‘‘Act’’) may be permitted to directors, officers and controlling persons of the registrant pursuant tounder the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

(b) We hereby undertake that:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance uponon Rule 430(A)430A and contained in a form of prospectus filed by the registrant pursuant tounder Rule 424(b)(1) or (4) or 497(h) under the Securities Act shallwill be deemed to be part of this registration statement as of the time it was declared effective;

and

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shallwill be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallwill be deemed to be the initial bona fide offering thereof; and

(iii)  For the purpose of determining any liability under the Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

II-9

II-8

SIGNATURESSignatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Amherst, State of New York on June 11, 2002.

April 20, 2021.

COLUMBUS McKINNON CORPORATION
By: 

/s/ TIMOTHY T. TEVENS

Gregory P. Rustowicz

 
Timothy T. Tevens
Name: Gregory P. Rustowicz
Title: Vice President and Chief ExecutiveFinancial Officer

POWER OF ATTORNEYPower of attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy T. TevensGregory P. Rustowicz and Robert L. Montgomery, Jr.,Alan S. Korman, or either of them, as his or her attorney in fact or agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, (includingand to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments),amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact,attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
TitleSignature
  
DateTitle
/s/    TIMOTHY T. TEVENS
Timothy T. Tevens
 President and Chief Executive Officer (Principal Executive Officer)June 11, 2002Date
/s/    ROBERT L. MONTGOMERY, JR.
Robert L. Montgomery, Jr.
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)June 11, 2002

/s/ HERBERT P. LADDS, JR.

Herbert P. Ladds, Jr.
Richard H. Fleming

Richard H. Fleming

  Chairman of the Board of Directors June 11, 2002April 20, 2021

/s/ L. DAVID BLACK

L. David Black
J. Wilson

David J. Wilson

Director, President and Chief Executive Officer
(Principal Executive Officer)		April 20, 2021

/s/ Gregory P. Rustowicz

Gregory P. Rustowicz

Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)		April 20, 2021

/s/ Nicholas T. Pinchuk

Nicholas T. Pinchuk

  Director June 11, 2002April 20, 2021

/s/ CARLOS PASCUAL

Carlos Pascual
Liam G. McCarthy

Liam G. McCarthy

  Director June 11, 2002April 20, 2021

II-9

SignatureTitleDate

/s/ RICHARD H. FLEMING

Richard H. Fleming
Heath A. Mitts

Heath A. Mitts

  Director June 11, 2002April 20, 2021

/s/ Kathryn V. Roedel

Kathryn V. Roedel

DirectorApril 20, 2021

/s/ Aziz S. Aghili

Aziz S. Aghili

DirectorApril 20, 2021

/s/ Jeanne Beliveau-Dunn

Jeanne Beliveau-Dunn

DirectorApril 20, 2021

II-10