UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT 1934
For the quarterly period ended September 28, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ________ to ________
Commission File Number: 0-27618
-------
Columbus McKinnon Corporation
- --------------------------------------------
(Exact name of registrant as specified in its charter)
New York 16-0547600
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
140 John James Audubon Parkway, Amherst, NY 14228-1197
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(716) 689-5400
- --------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. : [X] Yes [ ] No
The number of shares of common stock outstanding
as of October 31, 1997 was: 13,755,858 shares.
<PAGE>
FORM 10-Q INDEX
COLUMBUS MCKINNON CORPORATION
SEPTEMBER 28, 1997
Page #
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed consolidated balance sheets -
September 28, 1997 and March 31, 1997 2
Condensed consolidated statements of income and
retained earnings Three months and six months
ended September 28, 1997 and September 29, 1996 3
Condensed consolidated statements of cash flows -
Six months ended September 28, 1997 and September 29, 1996 4
Notes to condensed consolidated financial statements -
September 28, 1997 5
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities - none. 11
Item 3. Defaults upon Senior Securities - none. 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information - none. 11
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
COLUMBUS MCKINNON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 28, MARCH 31,
1997 1997
---------------------------
(IN THOUSANDS)
ASSETS:
Current assets:
Cash and cash equivalents $ 8,070 $ 8,907
Trade accounts receivable 78,653 74,446
Inventories 94,199 94,409
Net assets held for sale 15,295 14,971
Prepaid expenses 12,869 13,638
----------------------------
Total current assets 209,086 206,371
Net property, plant, and equipment 62,814 63,942
Goodwill and other intangibles, net 244,635 250,062
Marketable securities 15,685 13,590
Deferred taxes on income 9,495 8,935
Other assets 5,328 5,345
----------------------------
Total assets $ 547,043 $ 548,245
============================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Notes payable to banks $ 36 $ 1,562
Trade accounts payable 22,564 28,330
Accrued liabilities 48,264 35,761
Current portion of long-term debt 22,547 22,344
----------------------------
Total current liabilities 93,411 87,997
Long-term debt, less current portion 256,646 263,944
Other non-current liabilities 38,009 46,148
----------------------------
Total liabilities 388,066 398,089
Shareholders' equity:
Common stock 137 137
Additional paid-in capital 95,677 95,254
Retained earnings 69,194 60,999
ESOP debt guarantee (3,757) (4,201)
Other (2,274) (2,033)
----------------------------
Total shareholders' equity 158,977 150,156
----------------------------
Total liabilities and shareholders' equity $ 547,043 $ 548,245
============================
See accompanying notes to condensed consolidated financial statements.
(2)
<PAGE>
COLUMBUS MCKINNON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
SEPT 28, SEPT 29, SEPT 28, SEPT 29,
1997 1996 1997 1996
----------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $123,907 $ 64,426 $248,349 $130,161
Cost of products sold 88,071 45,242 177,310 90,960
----------------- -----------------
Gross profit 35,836 19,184 71,039 39,201
Selling expenses 10,628 5,310 21,793 11,312
General and administrative expenses 5,993 4,507 12,336 9,399
Amortization of intangibles 2,545 457 5,094 899
----------------- -----------------
19,166 10,274 39,223 21,610
----------------- -----------------
Income from operations 16,670 8,910 31,816 17,591
Interest and debt expense 5,910 223 12,435 479
Interest and other income 328 232 644 415
----------------- -----------------
Income before income taxes 11,088 8,919 20,025 17,527
Income tax expense 5,458 3,708 9,964 7,284
------------------ -----------------
Net income 5,630 5,211 10,061 10,243
Retained earnings - beginning of period 64,497 53,632 60,999 49,386
Cash dividends of $0.07, $0.07, $0.14 and
$0.13 per share (933) (933) (1,866) (1,719)
------------------ -----------------
Retained earnings - end of period $ 69,194 $ 57,910 $ 69,194 $ 57,910
================== =================
Earnings per share, both primary and
fully diluted $ 0.42 $ 0.39 $ 0.75 $ 0.77
================== =================
See accompanying notes to condensed consolidated financial statements.
(3)
<PAGE>
COLUMBUS MCKINNON CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
----------------
SEPTEMBER 28, SEPTEMBER 29,
1997 1996
-----------------------
(IN THOUSANDS)
OPERATING ACTIVITIES:
Net income $ 10,061 $ 10,243
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 9,539 3,338
Other 347 161
Changes in operating assets and liabilities:
Trade accounts receivable (4,906) 1,201
Inventories 210 (217)
Prepaid expenses 769 11
Other assets (284) (426)
Trade accounts payable (4,900) (2,788)
Accrued and non-current liabilities 5,132 (1,123)
---------- ---------
Net cash provided by operating activities 15,968 10,400
INVESTING ACTIVITIES:
Purchases of marketable securities, net of sales (1,687) (996)
Net assets held for sale (324) -
Capital expenditures (3,280) (3,281)
Other (148) (789)
---------- ---------
Net cash used in investing activities (5,439) (5,066)
FINANCING ACTIVITIES:
Net payments under revolving
line-of-credit agreements (1,526) (1,624)
Repayment of debt (7,093) (1,231)
Deferred financing costs incurred (558) (500)
Dividends paid (1,866) (1,572)
Reduction of ESOP debt guarantee 407 723
---------- ---------
Net cash used in financing activities (10,636) (4,204)
Effect of exchange rate changes on cash (730) (63)
---------- ---------
Net change in cash and cash equivalents (837) 1,067
Cash and cash equivalents at beginning of period 8,907 10,171
---------- ---------
Cash and cash equivalents at end of period $ 8,070 $ 11,238
========== =========
See accompanying notes to condensed consolidated financial statements.
(4)
<PAGE>
COLUMBUS MCKINNON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 28, 1997
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation of the financial position of the Company at
September 28, 1997, and the results of its operations and its cash flows for
the three and six month periods ended September 28, 1997 and September 29,
1996, have been included. Results for the period ended September 28, 1997
are not necessarily indicative of the results that may be expected for the
year ended March 31, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Columbus McKinnon Corporation annual report on Form 10-K for the year ended
March 31, 1997.
2. Inventories consisted of the following:
September 28, March 31,
1997 1997
--------------------------
(in thousands)
At cost--FIFO basis:
Raw materials $ 23,410 $ 35,815
Work-in-process 27,124 17,206
Finished goods 47,267 44,344
------- -------
97,801 97,365
LIFO cost less than FIFO cost (3,602) (2,956)
------- -------
$ 94,199 $ 94,409
======= =======
An actual valuation of inventory under the LIFO method can be made only at
the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on
management's estimates of expected year-end inventory levels and costs.
Because these are subject to many forces beyond management's control,
interim results are subject to the final year-end LIFO inventory valuation.
3. Property, plant, and equipment is net of $26,815,000 and $16,822,000 of
accumulated depreciation at September 28, 1997 and March 31, 1997,
respectively.
4. Goodwill and other intangibles, net includes $27,464,000 and $22,370,000 of
accumulated amortization at September 28, 1997 and March 31, 1997,
respectively.
(5)
<PAGE>
5. General and Product Liability - The accrued general and product liability
costs which are included in other non-current liabilities are the actuarial
present value of estimated reserves based on an amount determined from loss
reports and individual cases filed with the Company and an amount, based on
past experience, for losses incurred but not reported. The accrual in these
condensed consolidated financial statements was determined by applying a
discount factor based on interest rates customarily used in the insurance
industry.
Yale was self-insured for product liability claims up to a maximum of
$500,000 per occurrence and maintained product liability insurance with a
$100 million cap per occurrence through July 31, 1997 when Yale was added to
the Company's coverage as described above. The Company has been advised that
a customer has alleged that one of Yale's products was the cause of a fire
that occurred in January 1995 at a manufacturing facility, resulting in
losses in excess of Yale's policy limits. A formal complaint has been filed
seeking damages in excess of $500 million. However, it is the opinion of
management that there was no manufacturing defect and that the claim will in
all likelihood be settled within the Company's policy limits.
6. Primary and fully diluted earnings per share were based on the following:
THREE MONTHS ENDED SIX MONTHS ENDED
SEPT 28, SEPT 29, SEPT 28, SEPT 29,
1997 1996 1997 1996
----------------------- --------------------
Weighted-average common stock
outstanding 13,352,000 13,236,000 13,340,000 13,218,000
Common stock equivalents -
Primary 41,000 - 41,000 -
Common stock equivalents -
Fully diluted 42,000 - 42,000 -
7. Income tax expense for the three month periods ended September 28, 1997 and
September 29, 1996 and also for the six month periods then ended exceeds the
customary relationship between income tax expense and income before income
taxes due to nondeductible amortization of goodwill of $2,545,000, $457,000,
$5,094,000 and $899,000, respectively.
8. On October 17, 1996, through a tender offer, the Company acquired
approximately 72% of the outstanding stock (on a fully diluted basis) of
Spreckels Industries, Inc., now known as Yale Industrial Products, Inc.
("Yale"), a manufacturer of a wide range of industrial products including
hoists, scissor lifts, mechanical jacks, rotating joints, actuators and
circuit protection devices. On January 3, 1997 the Company acquired the
remaining outstanding shares, effected a merger, and has accounted for the
acquisition as a purchase. The total cost of the acquisition was
approximately $270 million, consisting of $200 million of cash and $70
million of acquired Yale debt.
On December 19, 1996, the Company acquired all of the outstanding stock of
Lister Bolt & Chain Ltd. and of Lister Chain & Forge, Inc. (together known
as "Lister"), a chain and forgings manufacturer, and has accounted for the
acquisition as a purchase. The total cost of the acquisition was
approximately $7 million of cash.
(6)
<PAGE>
The following table presents pro forma summary information for the three and
six month periods ended September 29, 1996 as if the Yale and Lister
acquisitions and related borrowings had occurred as of April 1, 1996, which
is the beginning of fiscal 1997. The pro forma information is provided for
informational purposes only. It is based on historical information and does
not necessarily reflect the actual results that would have occurred nor is
it necessarily indicative of future results of operations of the combined
enterprise:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
SEPTEMBER 29, 1996
------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro forma:
Net sales $ 113,720 $ 230,431
Income from operations 12,407 26,854
Net income 2,919 7,205
Earnings per share, both
primary and fully diluted 0.22 0.55
(7)
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Three Months and Six Months Ended September 28, 1997 and September 29, 1996
Net sales in the fiscal 1998 quarter ended September 28, 1997 were $123,907,000,
an increase of $59,481,000 or 92.3% over the fiscal 1997 quarter ended September
29, 1996. Net sales for the six months ended September 28, 1997 were
$248,349,000, an increase of 90.8% over the six months ended September 29, 1996.
Sales growth during the current quarter and six month periods was due primarily
to the October 1996 Yale acquisition and December 1996 Lister acquisition which
affected the general distribution, specialty distribution, service-after-sale,
and original equipment manufacturers distribution channels. The Company
categorizes all of those distribution channels as "commercial" sales. In
addition to the effects of the acquisitions, the Company also experienced
increased sales volume in the quarter through all of its commercial distribution
channels due to strong demand in the marketplace. The only market channel
experiencing softness was the domestic consumer channel due to foreign-lead
price competition and a shift in demand from small retail hardware stores to
larger do-it-yourself superstores, to which the Company supplies only a small
share. In addition, list price increases of approximately 4% were introduced in
November/December 1996 affecting many of the Company's hoist, chain and forged
products sold in its domestic commercial markets. Sales in the commercial and
the consumer distribution channel groups were as follows, in thousands of
dollars and with percentage changes for each group:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
SEPT 28, SEPT 29, CHANGE SEPT 28, SEPT 29, CHANGE
------- ------
1997 1996 AMOUNT % 1997 1996 AMOUNT %
------------------------------- -------------------------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
Commercial sales:
Domestic $ 92,960 $48,673 $44,287 91.0 $182,593 $ 97,058 $ 85,535 88.1
International 24,526 9,683 14,843 153.3 51,967 19,995 31,972 159.9
------ ------ ------ ------- ------- -------
117,486 58,356 59,130 101.3 234,560 117,053 117,507 100.4
Consumer sales:
Domestic 5,502 5,465 37 0.7 12,566 11,877 689 5.8
International 919 605 314 51.9 1,223 1,231 (8) (0.6)
------- ------ ------ ------- ------- -------
6,421 6,070 351 5.8 13,789 13,108 681 5.2
------- ------ ------ ------- ------- -------
Net sales $123,907 $64,426 $59,481 92.3 $248,349 $130,161 $118,188 90.8
======= ====== ====== ======= ======= =======
The Company's gross profit margins were approximately 28.9%, 29.8%, 28.6% and
30.1% for the fiscal 1998 and 1997 quarters and the six months then ended,
respectively. The decrease in gross profit margin in the current quarter and six
month periods resulted primarily from a change in the classification of
approximately $1.9 million and $3.8 million, respectively, of costs into cost of
products sold which previously had been classified as general and administrative
expenses. This change was made for intracorporate consistency. The current
quarter's gross profit margin was favorably impacted by slight fluctuations in
product mix. The fiscal 1998 six month period was impacted by a temporary two
week slow-down in production and shipments at one of its facilities during a
computer systems conversion in the first quarter, amounting to approximately
$400,000 of gross profit. Also, one of the Yale facilities acquired in fiscal
1997 is realizing lower-than-average gross profit due to temporary production
workflow inefficiencies, amounting to approximately $900,000 year-to-date.
Selling expenses were $10,628,000, $5,310,000, $21,793,000 and $11,312,000 in
the fiscal 1998 and 1997 quarters and the six months then ended, respectively.
The 1998 expenses were impacted by the addition of Yale and Lister sales. As a
percentage of consolidated net sales, selling expenses were 8.6%, 8.2%, 8.8% and
8.7% in the fiscal 1998 and 1997 quarters and the six months then ended,
respectively. The lower percentage in the fiscal 1997 quarter is due primarily
to the timing of various marketing related expenses.
(8)
<PAGE>
General and administrative expenses were $5,993,000, $4,507,000, $12,336,000 and
$9,399,000 in the fiscal 1998 and 1997 quarters and the six months then ended,
respectively. The 1998 expenses were impacted by the addition of Yale and Lister
activities. As a percentage of consolidated net sales, general and
administrative expenses were 4.8%, 7.0%, 5.0% and 7.2% in the fiscal 1998 and
1997 quarters and the six months then ended, respectively. As noted above, the
improved percentages in fiscal 1998 are due primarily to a change that
reclassifies approximately $1.9 million and $3.8 million for the three and six
month periods, respectively, of expenses previously classified as general and
administrative into cost of products sold for intracorporate consistency. The
improved percentage also results from the fixed nature of costs in relation to
the increased sales.
Amortization of intangibles was $2,545,000, $457,000, $5,094,000 and $899,000 in
the fiscal 1998 and 1997 quarters and the six months then ended, respectively;
increases are due to the amortization of goodwill resulting from the
acquisitions of Yale and of Lister.
Interest and debt expense was $5,910,000, $223,000, $12,435,000 and $479,000 in
the fiscal 1998 and 1997 quarters and the six months then ended, respectively.
The fiscal 1998 increase is primarily due to debt incurred to fund the Yale
acquisition. As a percentage of consolidated net sales, interest and debt
expense was 4.8%, 0.3%, 5.0% and 0.4% in the fiscal 1998 and 1997 quarters and
the six months then ended, respectively.
Interest and other income was $328,000, $232,000, $644,000 and $415,000 in the
fiscal 1998 and 1997 quarters and the six months then ended, respectively. The
fiscal 1998 increase is due to additional investment holdings to fund the
Company's general and products liability self-insurance reserves.
Income taxes as a percentage of pre-tax accounting income were 49.2%, 41.6%,
49.8% and 41.6% in the fiscal 1998 and 1997 quarters and the six months then
ended, respectively. The fiscal 1998 percentages reflect the effect of
nondeductible amortization of goodwill resulting from the Yale, Lister and
Lift-Tech acquisitions. The fiscal 1997 percentages reflect the effect of
Lift-Tech nondeductible goodwill.
As a result of the above, net income increased $419,000 or 8.0% for the quarter
and decreased $182,000 or 1.8% for the six months then ended. As a percentage of
consolidated net sales, net income was 4.5%, 8.1%, 4.1% and 7.9% in the fiscal
1998 and 1997 quarters and the six months then ended, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that its cash on hand, cash flows, and borrowing capacity
under its revolving credit facility will be sufficient to fund its ongoing
operations, debt service and budgeted capital expenditures for the next twelve
months.
Effective July 17, 1997 the interest rates on the Company's credit facility were
revised as follows: Term Loan A and the Revolving Credit facility rates vary
based on the Company's leverage ratio, and are currently at a Eurodollar rate
based on LIBOR ("Eurodollar rate") plus 175 basis points; the Term Loan B rate
also varies based on the Company's leverage ratio, and is currently at a
Eurodollar rate plus 225 basis points.
At September 28, 1997 $83,000,000 was outstanding under the revolving credit
facility.
Net cash provided by operating activities increased to $15,968,000 for the six
months ended September 28, 1997 from $10,400,000 for the six months ended
September 29, 1996. The $5,568,000 increase in net cash provided by operating
activities resulted primarily from a $6,201,000 increase in depreciation and
amortization offset somewhat by an increase in working capital. These
fluctuations are primarily a result of including the Yale and Lister operations
in the current fiscal period.
(9)
<PAGE>
Net cash used in investing activities increased to $5,439,000 for the six months
ended September 28, 1997 from $5,066,000 for the six months ended September 29,
1996. The $373,000 increase is due primarily to normal purchases of marketable
securities to fund general and products liability self-insurance reserves.
Net cash used in financing activities increased to $10,636,000 for the six
months ended September 28, 1997 from $4,204,000 for the six months ended
September 29, 1996. The $6,432,000 increase is primarily due to scheduled debt
repayments under the Company's term loan agreements.
CAPITAL EXPENDITURES
In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and equipment to reduce production costs, increase flexibility to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote ergonomically correct work stations. Consolidated
capital expenditures for the six months ended September 28, 1997 and September
29, 1996 were $3,280,000 and $3,281,000, respectively.
INFLATION AND OTHER MARKET CONDITIONS
The Company's costs are affected by inflation in the U.S. economy, and to a
lesser extent, in foreign economies including those of Canada, Mexico, Europe,
and the Pacific Rim. The Company does not believe that inflation has had a
material effect on results of operations over the periods presented because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through price increases. However, in the future
there can be no assurance that the Company's business will not be affected by
inflation or that it will be able to pass on cost increases.
EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
In 1998, the Company will adopt FAS No. 128, "Earnings per Share," which is not
expected to have a material effect on the financial statements.
(10)
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - none other than that previously disclosed within
"Notes to Condensed Consolidated Financial Statements"
footnote number 5 contained herein.
Item 2. Changes in Securities - none.
Item 3. Defaults upon Senior Securities - none.
Item 4. Submission of Matters to a Vote of Security Holders
On August 18, 1997, the following directors were elected
at an Annual Meeting of Shareholders with:
13,344,069 votes cast for and 4,856 against:
Edward W. Duffy, Chairman
13,346,569 votes cast for and 2,356 against:
Herbert P. Ladds, Jr.; Robert L. Montgomery, Jr.;
Randolph A. Marks; and L. David Black.
Item 5. Other Information - none.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 10.1 - Third Amendment to the Credit Agreement By and Among
THE BANKS, FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONAL
LENDERS NAMED THEREIN, as Lenders, FLEET BANK, as Initial
Issuing Bank, FLEET BANK, As Swing Line Bank, FLEET BANK,
as Administrative Agent and Columbus McKinnon Corporation
as the Borrower, Dated as of July 17, 1997
Exhibit 11.1 - Columbus McKinnon Corporation Computation of Earnings per Share
On October 29, 1997 the Company filed Form 8-K dated October 29, 1997 with
respect to Stockholder Rights Agreement.
(11)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLUMBUS McKINNON CORPORATION
-----------------------------
(Registrant)
Date: November 12, 1997 \s\Robert L. Montgomery, Jr.
----------------- -----------------------------
Robert L. Montgomery, Jr.
Executive Vice President and Chief
Financial Officer
(12)
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT DESCRIPTION LOCATION
10.1 Third Amendment to the Credit Agreement By and Among THE BANKS,
FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONAL LENDERS NAMED
THEREIN, as Lenders, FLEET BANK, as Initial Issuing Bank, FLEET
BANK, as Swing Line Bank, FLEET BANK, as Administrative Agent
and Columbus McKinnon Corporation as the Borrower, Dated as of
July 17, 1997 E-10.1
11.1 Columbus McKinnon Corporation Computation of
Earnings per Share E-11.1
(13)
THIRD AMENDMENT
TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of July 17, 1997, is by and among COLUMBUS MCKINNON CORPORATION, a New York
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "Lenders"), FLEET BANK, as Initial Issuing Bank (the
"Initial Issuing Bank"), FLEET BANK, as the Swing Line Bank (the "Swing Line
Bank"; each of the Lenders, the Initial Issuing Bank and the Swing Line Bank,
individually, a "Lender Party" and, collectively, the "Lender Parties"), and
FLEET BANK, as administrative agent (together with any successor appointed
pursuant to Article VII of the Credit Agreement, the "Administrative Agent") for
the Lender Parties.
W I T N E S S E T H :
WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
October 16, 1996, as amended by that certain First Amendment to Credit
Agreement, dated as of December 18, 1996, and as further amended by that certain
Second Amendment to Credit Agreement and Consent, dated as of March 27, 1997 (as
so amended and as it may hereafter be further amended, supplemented, restated,
extended or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the Borrower and its Subsidiaries have requested that the
Administrative Agent and Lender Parties amend the Credit Agreement in order to,
among other things, modify certain pricing terms thereunder, eliminate the
Borrowing Base requirement therefrom and modify certain visitation rights of the
Administrative Agent, on behalf of the Lender Parties, granted thereby;
WHEREAS, the Administrative Agent and Lender Parties are agreeable to
the foregoing, including, without limitation, modification of certain pricing
terms under the Credit Agreement, elimination of the Borrowing Base requirement
therefrom and modification of certain visitation rights, in each instance as and
to the extent set forth in this Amendment and subject to each of the terms and
conditions stated herein; and
WHEREAS, the Borrower and each of its Subsidiaries will benefit from
the changes to the Credit Agreement proposed pursuant to this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and of the loans or other extensions of credit
heretofore, now or hereafter made to,
-1-
<PAGE>
or for the benefit of, the Borrower and its Subsidiaries by the Lender Parties,
the parties hereto hereby agree as follows:
1. DEFINITIONS. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement.
2. AMENDMENTS.
2.1 The definition of "Applicable Margin" set forth in Section
1.01 of the Credit Agreement is amended by deleting such existing definition in
its entirety and replacing it with the following:
"`Applicable Margin' means at any time and from time to time a
percentage per annum determined by reference to the ratio of Funded
Debt to EBITDA for the four full fiscal quarters preceding such
determination, as set forth below:
Applicable Margin for Term A Advances and Working Capital Advances
------------------------------------------------------------------
Ratio of Funded Applicable Margin for Applicable Margin for
Debt to EBITDA Prime Rate Advances Eurodollar Advances
--------------- --------------------- ---------------------
Equal to or greater
than 4.00 .75% 2.00%
Equal to or greater than
3.75, but less than 4.00 .50% 1.75%
Equal to or greater than
3.25, but less than 3.75 .25% 1.50%
Equal to or greater than
2.75, but less than 3.25 .00% 1.25%
Equal to or greater than
2.25, but less than 2.75 .00% .875%
Less than 2.25 .00% .625%
-2-
<PAGE>
Applicable Margin for Term B Advances
-------------------------------------
Ratio of Funded Applicable Margin for Applicable Margin for
Debt/EBITDA Prime Rate Advances Eurodollar Advances
--------------- --------------------- ---------------------
Equal to or greater
than 4.00 1.75% 2.50%
Equal to or greater than
3.75, but less than 4.00 1.75% 2.25%
Equal to or greater than
3.25, but less than 3.75 1.75% 2.00%
Equal to or greater than
2.75, but less than 3.25 1.75% 1.75%
Equal to or greater than
2.25, but less than 2.75 1.75% 1.75%
Less than 2.25 1.75% 1.75%
All Swing Line Advances will be Prime Rate Advances, with a margin
equal to that of a Term A Advance or a Working Capital Advance.
The Applicable Margin for each Prime Rate Advance and each Eurodollar
Rate Advance shall be determined by reference to the Ratio of Funded
Debt to EBITDA which shall be determined three Business Days after the
date on which the Administrative Agent receives financial statements
pursuant to Section 5.03(c) or (d) and a certificate of the chief
financial officer of the Borrower demonstrating the Ratio of Funded
Debt to EBITDA. If the Borrower has not submitted to the Administrative
Agent the information described above as and when required under
Section 5.03(c) or (d), as the case may be, the Applicable Margin shall
be as determined by the Administrative Agent for so long as such
information has not been received by the Administrative Agent."
2.2 Section 1.01 of the Credit Agreement is amended by
deleting from such existing Section the definition of "Borrowing Base" in its
entirety.
2.3 Section 1.01 of the Credit Agreement is amended by
deleting from such existing Section the definition of "Borrowing Base
Certificate" in its entirety.
2.4 Section 1.01 of the Credit Agreement is amended by
deleting from such existing Section the definition of "Borrowing Base
Deficiency" in its entirety.
-3-
<PAGE>
2.5 Section 1.01 of the Credit Agreement is amended by
deleting from such existing Section the definition of "Eligible Inventory" in
its entirety.
2.6 Section 1.01 of the Credit Agreement is amended by
deleting from such existing Section the definition of "Eligible Receivables" in
its entirety.
2.7 The first sentence of Section 2.08(a) of the Credit
Agreement is amended by deleting the clause beginning with the words ".50% per
annum" on the seventh line of such Section and ending on the eleventh line of
such Section with "Working Capital Facility." and replacing such clause with the
following:
"the applicable percentage per annum (set forth in the table below
across from the applicable ratio of Funded Debt to EBITDA) on the
average daily Unused Working Capital Commitment of such Lender:
Ratio of Funded Debt Commitment Fee
to EBITDA Percentage
-------------------- --------------
Equal to or greater
than 4.00 .500%
Equal to or greater than
3.75, but less than 4.00 .375%
Equal to or greater than
3.25, but less than 3.75 .375%
Equal to or greater than
2.75, but less than 3.25 .300%
Equal to or greater than
2.25, but less than 2.75 .250%
Less than 2.25 .200%.
The ratio of Funded Debt to EBITDA shall be determined in the same
manner as such ratio is determined with respect to the Applicable
Margin for the Term A Facility or the Working Capital Facility."
2.8 (a) Section 2.08(d)(i) of the Credit Agreement is amended
by adding the phrase ", other than a Trade Letter of Credit," after the phrase
"any such Letter of Credit" in the fifth line of such Section.
-4-
<PAGE>
(b) Section 2.08(d)(i) of the Credit Agreement
is further amended by adding the phrase "but excluding all Trade Letters of
Credit," after the phrase "all Existing Letters of Credit," in the seventh line
of such Section.
(c) Section 2.08(d) of the Credit Agreement is
amended by renumbering existing Section 2.08(d)(ii) to be Section 2.08(d)(iii).
(d) Section 2.08(d) of the Credit Agreement is
further amended by adding a new Section 2.08(d)(ii) immediately following
Section 2.08(d)(i) and immediately prior to old Section 2.08(d)(ii), which is
being amended pursuant to subparagraph (c) above to be Section 2.08(d)(iii).
New Section 2.08(d)(ii) shall read in its entirety as follows:
"(ii) The Borrower shall pay to the Administrative Agent for
the account of each Working Capital Lender a commission, payable in
arrears quarterly on the last Business Day of each March, June,
September and December, and on the earliest to occur of the full
drawing, expiration, termination or cancellation of any such Trade
Letter of Credit and on the Working Capital Termination Date, on such
Lender's Pro Rata Share of the average daily aggregate Available Amount
during such quarter of all Trade Letters of Credit outstanding from
time to time, at a rate per annum equal to .25%; provided, however,
that the minimum commission per Trade Letter of Credit shall be $75."
2.9 (a) Section 2.12(e) of the Credit Agreement is amended by
deleting the word "or" before "4224" in the eighth line of such Section and
replacing it with a "," and by adding the phrase "or W-8," after "4224" in such
eighth line.
(b) Section 2.12(e) of the Credit Agreement is
further amended by deleting the word "or" before "4224" in the third to last
line of such Section and replacing it with a "," and by adding the phrase
"or W-8," after "4224" in such third to last line.
2.10 Section 3.03(c)(iii) of the Credit Agreement is amended
by deleting from the second line of such Section the words "Borrowing Base" and
replacing them with the words "Working Capital Facility".
2.11 Section 5.01(g)(iii) of the Credit Agreement is amended
by deleting such Section in its entirety and replacing it with the following:
"(iii) If a Default or Event of Default has occurred,
permit the Administrative Agent, on behalf of the Lender Parties, to
conduct such commercial finance examinations and/or Collateral audits
of the Borrower and its Subsidiaries as
the Administrative Agent may request. Such commercial finance
examinations and Collateral audits shall be conducted, in accordance
with the Administrative Agent's instructions and protocol, by, at the
Administrative Agent's election, either Ernst & Young LLP or any other
Person reasonably selected by the Administrative Agent."
-5-
<PAGE>
2.12 Section 5.03(c) of the Credit Agreement is amended by
deleting the clause beginning with the words "As soon as available" on the first
line of such Section and ending with the words "each Fiscal Year," on the second
line of such Section and replacing such clause with the following:
"As soon as available and in any event within forty-five (45) days
after the end of each of the first, second and third fiscal quarters of
each Fiscal Year, and as soon as available and in any event within
sixty (60) days after the end of the fourth fiscal quarter of each
Fiscal Year,"
2.13 Section 5.03(t) of the Credit Agreement is amended by
deleting such Section in its entirety and replacing it with the following:
"(t) [Intentionally left blank.]"
2.14 Section 6.01(p) of the Credit Agreement is amended by
deleting such Section in its entirety and replacing it with the following:
"(p) the aggregate amount of the Working Capital
Advances plus Swing Line Advances plus Letter of Credit Advances plus
the aggregate Available Amount of all Letters of Credit outstanding
shall at any time exceed the Working Capital Facility, which excess is
not eliminated by the Borrower's immediate prepayment of then
outstanding Swing Line Advances and Working Capital Advances;"
2.15 Exhibit B to the Credit Agreement, Form of Borrowing Base
Certificate, is amended by deleting such Exhibit in its entirety.
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants as follows:
3.1 Each of the representations and warranties set forth in
the Credit Agreement, including, without limitation, in Article IV of the Credit
Agreement, and in each other Loan Document, is true, correct and complete on and
as of the closing date of this Amendment as though made on such date. In
addition, the Borrower hereby represents, warrants and affirms that the Credit
Agreement and each of the other Loan Documents remains in full force and effect.
3.2 As of the closing date of this Amendment, there
exists no Default or Event of Default under the Credit Agreement or any other
Loan Document, and no event which, with the giving of notice or lapse of time,
or both, would constitute a Default or Event of Default.
3.3 The execution, delivery and/or performance by each
applicable Loan Party of this Amendment, the reaffirmations and confirmations
attached hereto, each other Loan Document, and each other agreement or document
related to or contemplated by the foregoing to which such Loan Party is or is to
be a party or otherwise bound, are within such Loan Party's
-6-
<PAGE>
corporate powers, have been duly authorized by all necessary corporate action,
and do not, and will not, (i) contravene any Loan Party's charter or bylaws,
(ii) violate any law (including, without limitation, the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended), rule,
regulation (including, without limitation, Regulation G, T, U or X of the Board
of Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination or award, (iii) conflict with or result in the breach of,
or constitute a default under, any material contract, loan agreement, indenture,
mortgage, deed of trust, lease or other material instrument or agreement binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
respective properties or (iv) except for the Liens created under the Collateral
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of any Loan Party or any of its
Subsidiaries. Neither any Loan Party nor any of its Subsidiaries is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument or agreement, the
violation or breach of which could reasonably be expected to have a Material
Adverse Effect.
3.4 Each of this Amendment and each other Loan Document has
been duly executed and delivered by each Loan Party thereto. Each of this
Amendment and each other Loan Document is the legal, valid and binding
obligation of each Loan Party which is a party hereto or thereto, enforceable
against such Loan Party in accordance with its terms.
3.5 No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body or any
other third party is required for (i) the due execution, delivery, recordation,
filing or performance by any Loan Party of this Amendment, any other Loan
Document or any other agreement or document related hereto or thereto or
contemplated hereby or thereby to which it is or is to be a party or otherwise
bound, (ii) the grant by any Loan Party of the Liens granted by it pursuant to
the Collateral Documents, (iii) the perfection or maintenance of the Liens
created by the Collateral Documents (including the first and only priority
nature thereof) or (iv) the exercise by the Administrative Agent or any Lender
Party of its rights under the Loan Documents or remedies in respect of the
Collateral pursuant to the Collateral Documents, other than filings which have
previously been made and, in the case of UCC-1 financing statements, future
continuation statements when required to be filed.
4. CONDITIONS PRECEDENT TO THIS AMENDMENT. The effectiveness of
each and all of the amendments contained in Section 2 of this Amendment is
subject to the satisfaction, in form and substance satisfactory to the
Administrative Agent, of each of the following conditions precedent:
4.1 Amendment Documentation.
(a) The Borrower and the Lenders shall have duly
executed and delivered this Amendment.
-7-
<PAGE>
(b) Yale, Mechanical Products and Minitec shall
each have executed and delivered the reaffirmation and confirmation attached
hereto.
(c) NO NEW UCC-1 FILINGS IN FAVOR OF OTHERS.
On and as of the closing date of this Amendment, no new UCC-1 Financing
Statement, other financing statement, mortgage or other instrument perfecting
any Lien shall have been filed with respect to any real or personal property
owned, leased or otherwise held by the Borrower, any Guarantor or any other
Subsidiary of the Borrower since October 15, 1996, other than filings in favor
of the Administrative Agent, on behalf of the Lender Parties.
(d) CONSENTING LENDER FEES. The Borrower shall
have paid to the Administrative Agent, for the ratable benefit of each Lender
that becomes a party to this Amendment, an aggregate fee in an amount equal to
the amount determined by multiplying (i) the aggregate Commitments of all
Lenders executing and delivering a signature page to this Amendment
by (ii).125%.
(e) OTHER FEES. The Borrower shall have paid to
the Administrative Agent, for Fleet Bank's own account, the fees payable to it
under the terms of the Fee Letter, dated June 9, 1997, from Fleet Bank to the
Borrower and acknowledged by the Borrower on June 27, 1997.
(f) OTHER. The Borrower, each Guarantor and
each of the other Subsidiaries of the Borrower shall have delivered such other
documents and taken such other actions as the Administrative Agent may
reasonably request.
4.2 NO DEFAULT. As of the closing date of this
Amendment, no Default or Event of Default shall have occurred and be continuing.
4.3 REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in Section 3 of this Amendment and in each other Loan
Document shall be true, correct and complete on and as of the closing date of
this Amendment, in each instance as though made on such date.
4.4 OTHER. The Administrative Agent shall have received such
other approvals, opinions or documents as any Lender through the Administrative
Agent may reasonably request, the Borrower and its Subsidiaries shall have taken
all such other actions as any Lender through the Administrative Agent may
reasonably request, and all legal matters incident to the foregoing shall be
satisfactory to the Administrative Agent and its counsel.
5. Effectiveness of Amendments. This Amendment, including,
without limitation, the amendments contemplated by Section 2 hereof, shall not
become effective unless and until each of the conditions precedent set forth in
Section 4 hereof has been satisfied.
-8-
<PAGE>
6. REFERENCE TO AND EFFECT UPON THE CREDIT
AGREEMENT AND OTHER LOAN DOCUMENTS.
6.1 Except as specifically amended in Section 2 above, the
Credit Agreement and each of the other Loan Documents shall remain in full force
and effect and each is hereby ratified and confirmed.
6.2 The execution, delivery and effect of this Amendment shall
be limited precisely as written and shall not be deemed to (i) be a consent to
any waiver of any term or condition or to any amendment or modification of any
term or condition of the Credit Agreement or any other Loan Document, except,
upon the effectiveness, if any, of this Amendment, as specifically amended in
Section 2 above, or (ii) prejudice any right, power or remedy which the
Administrative Agent or any Lender Party now has or may have in the future under
or in connection with the Credit Agreement or any other Loan Document. Upon the
effectiveness, if any, of this Amendment, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof", "herein" or any other word or words
of similar import shall mean and be a reference to the Credit Agreement as
amended hereby, and each reference in any other Loan Document to the Credit
Agreement or any word or words of similar import shall mean and be a reference
to the Credit Agreement as amended hereby.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.
8. COSTS AND EXPENSES. The Borrower shall pay on demand all reasonable
fees, costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED
TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
10. HEADINGS. Article headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
[Signature pages follow]
-9-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
COLUMBUS MCKINNON CORPORATION
By: R.L.Montgomery
Title: Executive Vice President
<PAGE>
FLEET BANK, AS ADMINISTRATIVE AGENT
By: \s\John J. Larry
Title: Executive Vice President
FLEET BANK, AS INITIAL ISSUING BANK
By: \s\John J. Larry
Title: Executive Vice President
FLEET BANK, AS SWING LINE BANK
By: \s\John J. Larry
Title: Executive Vice President
LENDERS
FLEET BANK
By: \s\John J. Larry
Title: Executive Vice President
<PAGE>
LENDERS
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, AS A CO-AGENT
AND LENDER
By: \s\Mark B. Felker
Title: Sr. V.P.
<PAGE>
LENDERS
GOLDMAN SACHS CREDIT PARTNERS
L.P., AS A CO-AGENT AND LENDER
By: \s\John E. Urban
Title: Authorized Signer
<PAGE>
LENDERS
MARINE MIDLAND BANK
By: \s\J.B. Lyons
Title: SVP
<PAGE>
LENDERS
BANKERS TRUST COMPANY
By: \s\Timothy Morris
Title: VP
<PAGE>
LENDERS
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: \s\Stephen J. Wydysh
Title: Vice President
<PAGE>
LENDERS
MELLON BANK, N.A.
By: \s\Steven B. Derby
Title: Assistant Vice President
<PAGE>
LENDERS
NATIONSBANK, N.A.
By: \s\Thomas J. Kane
Title: VP
<PAGE>
LENDERS
THE BANK OF NOVA SCOTIA
By: \s\J. Alan Edwards
Title: Authorized Signatory
<PAGE>
LENDERS
KEYBANK NATIONAL ASSOCIATION
By: \s\Karen Lee
Title: Vice President
<PAGE>
LENDERS
ABN-AMRO BANK N.V. NEW YORK
BRANCH
By: \s\Andrew Dry
Title: Vice President
By: \s\David J. Kraut
Title: Assistant Vice President
<PAGE>
LENDERS
TORONTO DOMINION (NEW YORK), INC.
By: \s\Debbie A. Greene
Title: Vice President
<PAGE>
LENDERS
CRESCENT/MACH I PARTNERS, L.P.
BY TCW ASSET MANAGEMENT
COMPANY
ITS INVESTMENT MANAGER
By: \s\Justin L. Driscoll
Title: Senior Vice Presidnet
<PAGE>
LENDERS
ALLSTATE INSURANCE COMPANY
By: \s\Jerry D. Zinkula
Title:________________________________
By: \s\Patricia Wilson
Title: Authorized Signatories
<PAGE>
LENDERS
ALLSTATE LIFE INSURANCE COMPANY
By: \s\Jerry D. Zinkula
Title:________________________________
By: \s\Patricia Wilson
Title: Authorized Signatories
<PAGE>
LENDERS
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: \s\John B. Joyce
Title: Managing Director
<PAGE>
LENDERS
PILGRIM AMERICA PRIME RATE TRUST
By: \s\Daniel A. Norman
Title: Senior Vice President
<PAGE>
LENDERS
NATIONAL CITY BANK OF
PENNSYLVANIA
By: \s\William A. Feldmann
Title: Assistant Vice President
<PAGE>
LENDERS
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: \s\Jeffrey W. Maillet
Title: Senior Vice President & Director
<PAGE>
LENDERS
THE SUMITOMO BANK, LIMITED
By: \s\William N. Paty
Title: Vice President & Manager
By: \s\M. Seligman
Title: Assistant Vice President
N.Y. Office
<PAGE>
LENDERS
COMERICA BANK
By: \s\David W. Shirey
Title: Account Officer
<PAGE>
LENDERS
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH,
AS INVESTMENT ADVISOR
By: \s\Barbara Campbell
Title: Assistant Treasurer
<PAGE>
The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, dated October 16, 1996, the Security Agreement, dated
October 16, 1996, and the Intellectual Property Security Agreement, dated
October 16, 1996, as each has been supplemented by Guaranty Supplements,
Security Agreement Supplements or Intellectual Property Agreement Supplements,
as applicable, and each other Loan Document executed by the undersigned (or its
predecessors) shall remain in full force and effect and each is hereby ratified
and confirmed by and on behalf of the undersigned, this 17th day of July, 1997.
YALE INDUSTRIAL PRODUCTS, INC.
By: \s\R.L. Montgomery
Title: Treasurer
MECHANICAL PRODUCTS, INC.
By: \s\R.L. Montgomery
Title: Treasurer
MINITEC CORPORATION
By: \s\R.L. Montgomery
Title: Treasurer
(EPS)
COLUMBUS McKINNON CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Exhibit 11.1
Three Months Ended Six Months Ended
------------------------------------------------
28-Sep-97 29-Sep-96 28-Sep-97 29-Sep-96
------------------------------------------------
Primary:
Weighted average common
shares outstanding 13,352,198 13,236,000 13,340,038 13,218,000
Common Stock Equivalents
(stock options) 41,310 0 41,310 0
________________________________________________
Total 13,393,508 13,236,000 13,381,348 13,218,000
================================================
Net income applicable to
common shareholders $5,630,000 $5,211,000 $10,061,000 $10,243,000
Net income per
common share 0.42 0.42 0.75 0.77
Fully Diluted:
Weighted average common
shares outstanding 13,352,198 13,236,000 13,218,000 13,218,000
Common Stock Equivalents
(stock options) 42,105 0 42,105 0
________________________________________________
Total 13,394,303 13,236,000 13,382,143 13,218,000
================================================
Net income applicable to
common shareholders $5,630,000 $5,211,000 $10,061,000 $10,243,000
Net income per
common share 0.42 0.42 0.75 0.77
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001005229
<NAME> COLUMBUS MCKINNON CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> JUN-30-1997
<PERIOD-END> SEP-28-1997
<CASH> 8,070
<SECURITIES> 0
<RECEIVABLES> 78,653
<ALLOWANCES> 0
<INVENTORY> 94,199
<CURRENT-ASSETS> 209,086
<PP&E> 89,629
<DEPRECIATION> 26,815
<TOTAL-ASSETS> 547,043
<CURRENT-LIABILITIES> 93,411
<BONDS> 0
0
0
<COMMON> 137
<OTHER-SE> 158,840
<TOTAL-LIABILITY-AND-EQUITY> 547,043
<SALES> 123,907
<TOTAL-REVENUES> 123,907
<CGS> 88,071
<TOTAL-COSTS> 88,071
<OTHER-EXPENSES> 19,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,910
<INCOME-PRETAX> 11,088
<INCOME-TAX> 5,458
<INCOME-CONTINUING> 5,630
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,630
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
