COLUMBUS MCKINNON CORP
10-Q, 1998-02-11
CONSTRUCTION MACHINERY & EQUIP
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT 1934

For the quarterly period ended December 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
 January 31, 1997 was:  13,755,858 shares.



<PAGE>





                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                DECEMBER 28, 1997


                                                                         Page #
PART I. FINANCIAL INFORMATION                                            ------

Item 1. Condensed Consolidated Financial Statements (Unaudited)

        Condensed consolidated balance sheets -
               December 28, 1997 and March 31, 1997                          2

        Condensed consolidated statements of income and retained  earnings
               Three months and nine months ended December 28, 1997
               and December 29, 1996                                         3

        Condensed consolidated statements of cash flows -
               Nine months ended December 28, 1997 and December 29, 1996     4

        Notes to condensed consolidated financial statements -
               December 28, 1997                                             5

Item 2. Management's Discussion and Analysis of Results of Operations
               and Financial Condition                                       9


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                  13

Item 2.   Changes in Securities - none.                                      13

Item 3.   Defaults upon Senior Securities - none.                            13

Item 4.   Submission of Matters to a Vote of Security Holders - none.        13

Item 5.   Other Information - none.                                          13

Item 6.   Exhibits and Reports on Form 8-K                                   13




                                        1

<PAGE>





PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                               DECEMBER 28,      MARCH 31,
                                                 1997             1997
                                               -----------------------------
                                                      (IN THOUSANDS)
ASSETS:
Current assets:
      Cash and cash equivalents                $  5,883          $  8,907
      Trade accounts receivable                  79,726            74,446
      Inventories                                95,999            94,409
      Net assets held for sale                   10,302            14,971
      Prepaid expenses                            6,877            13,638
                                                -------           -------
Total current assets                            198,787           206,371
Net property, plant, and equipment               63,489            63,942
Goodwill and other intangibles, net             241,687           250,062
Marketable securities                            16,293            13,590
Deferred taxes on income                          9,196             8,935
Other assets                                      5,573             5,345
                                                -------           -------
Total assets                                   $535,025          $548,245
                                                =======           =======
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                   $    445          $  1,562
      Trade accounts payable                     21,426            28,330
      Accrued liabilities                        41,956            35,761
      Current portion of long-term debt          22,504            22,344
                                                -------           -------
Total current liabilities                        86,331            87,997
Long-term debt, less current portion            246,016           263,944
Other non-current liabilities                    39,068            46,148
                                                -------           -------
Total liabilities                               371,415           398,089

Shareholders' equity:
      Common stock                                  137               137
      Additional paid-in capital                 96,024            95,254
      Retained earnings                          73,743            60,999
      ESOP debt guarantee                       (3,539)           (4,201)
      Other                                     (2,755)           (2,033)
                                               --------           -------
Total shareholders' equity                      163,610           150,156
                                               --------           -------
Total liabilities  and shareholders' equity    $535,025          $548,245
                                                =======           =======
See accompanying notes to condensed consolidated financial statements.




                                        2

<PAGE>



<TABLE>


<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (UNAUDITED)





                                                       THREE MONTHS ENDED            NINE MONTHS ENDED
                                                   ---------------------------   ---------------------------
                                                   DECEMBER 28,   DECEMBER 29,   DECEMBER 28,   DECEMBER 29,
                                                      1997            1996           1997           1996
                                                   ------------   ------------   ------------   ------------
                                                            (IN THOUSANDS, EXCEPT  PER SHARE DATA)



<S>                                                  <C>            <C>             <C>           <C>     
Net sales                                            $124,093       $103,393        $372,442      $233,554
Cost of products sold                                  88,680         73,289         265,990       164,249
                                                      -------        -------         -------       -------
Gross profit                                           35,413         30,104         106,452        69,305
Selling expenses                                       11,565          9,522          33,358        20,834
General and administrative expenses                     5,751          7,490          18,087        16,889
Amortization of intangibles                             2,487          1,852           7,581         2,751
                                                      -------        -------         -------       -------
                                                       19,803         18,864          59,026        40,474
                                                      -------        -------         -------       -------
Income from operations                                 15,610         11,240          47,426        28,831
Interest and debt expense                               5,294          4,819          17,729         5,298
Interest and other income                                 432            491           1,076           906
                                                      -------        -------         -------       -------
Income before income taxes, minority
      interest and extraordinary charge                10,748          6,912          30,773        24,439
Income tax expense                                      5,263          3,370          15,227        10,654
                                                      -------        -------         -------       -------
Income before minority interest and
      extraordinary charge                              5,485          3,542          15,546        13,785
Minority interest                                           -            323               -           323
                                                      -------        -------         -------       -------
Income before extraordinary charge                      5,485          3,219          15,546        13,462
Extraordinary charge for debt extinguishment                -        (3,101)               -       (3,101)
                                                      -------        -------         -------       -------
Net income                                              5,485            118          15,546        10,361
Retained earnings - beginning of period                69,194         57,910          60,999        49,386
Cash dividends of $0.07, $0.07, $0.21 and
   $0.20 per share                                      (936)          (923)         (2,829)       (2,642)
                                                      -------        -------         -------       -------
Retained earnings - end of period                    $ 73,743       $ 57,105        $ 73,716      $ 57,105
                                                      =======        =======         =======       =======
Earnings per share data, both basic and diluted:

     Income before extaordinary charge
          for debt extinguishment                       $0.41          $0.25           $1.16         $1.02

     Extraordinary charge for debt extinguishment           -          (.24)               -         (.23)
                                                        -----          -----           -----         -----
     Net income                                         $0.41          $0.01           $1.16         $0.79
                                                        =====          =====           =====         =====

See accompanying notes to condensed consolidated financial statements.
</TABLE>





                                        3

<PAGE>



                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            NINE MONTHS ENDED
                                                      --------------------------
                                                      DECEMBER 28,  DECEMBER 29,
                                                          1997          1996
                                                      ------------  ------------
                                                            (IN THOUSANDS)
OPERATING ACTIVITIES:
Net income                                              $  15,546    $  10,361
Adjustments to reconcile net income to
 net cash  provided by operating activities:
   Extraordinary charge for early debt extinguishment           -        3,101
    Minority interest                                           -          323
    Depreciation and amortization                          14,244        6,796
    Other                                                   1,080          215
    Changes in operating assets and liabilities
      net of effects from businesses purchased:
        Trade accounts receivable                         (5,979)        (248)
        Inventories                                       (1,590)         (51)
        Prepaid expenses                                    8,986          472
        Other assets                                        (311)        (346)
        Trade accounts payable                            (6,038)      (7,444)
        Accrued and non-current liabilities               (1,909)        5,124
                                                        ---------    ---------
Net cash provided by operating activities                  24,029       18,303
INVESTING ACTIVITIES:
Purchase of marketable securities, net of sales           (2,295)      (1,597)
Net assets held for sale                                    4,669            -
Capital expenditures                                      (6,161)      (4,983)
Yale acquisition costs                                         42    (159,247)
Lister acquisition costs                                      (6)      (7,054)
Other                                                       (204)        (234)
                                                        ---------    ---------
Net cash used in investing activities                     (3,955)    (173,115)
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
  line-of-credit agreements                               (1,273)       75,382
Repayment of debt                                        (17,622)     (72,865)
Proceeds from issuance of long-term debt                       12      164,099
Deferred financing costs incurred                           (558)     (10,000)
Dividends paid                                            (2,802)      (2,505)
Reduction of ESOP debt guarantee                              625        1,075
Other                                                           -        2,667
                                                        ---------    ---------
Net cash (used in) provided by financing activities      (21,618)      157,853
Effect of exchange rate changes on cash                   (1,480)        (461)
                                                        ---------    ---------
Net increase in cash and cash equivalents                 (3,024)        2,580
Cash and cash equivalents at beginning of period            8,907       10,171
                                                        ---------    ---------
Cash and cash equivalents at end of period              $   5,883    $  12,751
                                                        =========    =========
See accompanying notes to condensed consolidated financial statements.






                                        4

<PAGE>


                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                DECEMBER 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 December
    28, 1997, and the results of its operations and its cash flows for the three
    and nine month periods ended  December 28, 1997 and December 29, 1996,  have
    been  included.  Results  for the period  ended  December  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:
                                          DECEMBER 28,    MARCH 31,
                                             1997           1997
                                          ------------------------- 
                                               (IN  THOUSANDS)
    At cost--FIFO basis:
       Raw materials                      $  25,747       $ 35,815
       Work-in-process                       25,469         17,206
       Finished goods                        48,498         44,344
                                           --------        -------
                                             99,714         97,365 
    LIFO cost less than FIFO cost           (3,715)        (2,956)
                                           --------        -------
                                          $  95,999       $ 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  $29,033,000  and  $22,370,000 of
    accumulated   depreciation   at  December  28,  1997  and  March  31,  1997,
    respectively.


4.  Goodwill and other intangibles,  net includes  $12,836,000 and $5,644,000 of
    accumulated   amortization   at  December  28,  1997  and  March  31,  1997,
    respectively.

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.



                                       5
 
<PAGE>

    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.  To manage its  exposure  to  interest  rate  fluctuations,  the  Company has
    interest rate swaps with a notional amount of $22 million through January 2,
    1999 and $3.5 million from January 2, 1999 through July 2, 2002,  both based
    on LIBOR at  5.9025%.  In order to comply  with its credit  agreements,  the
    Company  also has  LIBOR-based  interest  rate caps on $40  million  of debt
    through December 16, 1998 and on an additional $49.5 million of debt through
    December  16,  1999 at 9% and 10%,  respectively.  Net  payments or receipts
    under the swap and cap  agreements  are recorded as  adjustments to interest
    expense. The carrying amount of the Company's debt instruments  approximates
    the fair values.

7.  In 1997  the  Financial  Accounting  Standards  Board  issued  Statement  of
    Financial  Accounting  Standards No. 128, Earnings per Share.  Statement 128
    replaced the  previously  reported  primary and fully  diluted  earnings per
    share with basic and diluted earnings per share. Unlike primary earnings per
    share,  basic earnings per share  excludes any dilutive  effects of options,
    warrants,  and convertible  securities.  Diluted  earnings per share is very
    similar to the  previously  reported fully diluted  earnings per share.  All
    earnings per share  amounts for all periods have been  presented,  and where
    necessary, restated to conform to the Statement 128 requirements.



                                       6

<PAGE>
<TABLE>
<CAPTION>
    The following table sets forth the computation of basic and diluted earnings
    per share before extraordinary charge for debt extinguishment:



                                                       THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                -----------------------------     ----------------------------- 
                                                DECEMBER 28,     DECEMBER 29,     DECEMBER 28,     DECEMBER 29,
                                                    1997             1996             1997             1996
                                                -----------------------------     -----------------------------
     <S>                                         <C>             <C>              <C>              <C> 
     Numerator for basic and diluted earnings
          per share:
     Income before extraordinary charge          $5,485,000      $3,219,000       $15,546,000      $13,462,000
                                                 ==========      ==========       ===========      ===========
     Denominators:
     Weighted-average common
          stock outstanding -
           denominator for basic EPS             13,274,000      13,116,000        13,344,000       13,184,000

     Effect of dilutive employee stock options       50,000               -            50,000                -
                                                 ----------      ----------     -------------       ----------
     Adjusted weighted-average common
          stock outstanding and assumed
          conversions - denominator
              for diluted EPS                    13,324,000      13,116,000        13,394,000       13,184,000
                                                 ==========      ==========        ==========       ==========
</TABLE>


8.  Income tax expense for the three month periods  ended  December 28, 1997 and
    December 29, 1996 and also for the nine month periods then ended exceeds the
    customary  relationship  between income tax expense and income before income
    taxes  due  to   nondeductible   amortization  of  goodwill  of  $2,487,000,
    $1,852,000, $7,581,000 and $2,751,000, respectively.

9.  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.




                                        7

<PAGE>


    The following table presents pro forma summary information for the three and
    nine  month  periods  ended  December  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   NINE MONTHS ENDED
                                          ------------------   -----------------
                                                    DECEMBER 29, 1996
                                                    -----------------
                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
    Pro forma:
         Net sales                              $ 112,794          $ 343,225
         Income from operations                    12,097             38,951
         Income before extraordinary charge         2,908             10,113
         Net (loss) income                          (193)              7,012
         Earnings per share before
           extraordinary charge, both
           basic and diluted                         0.22               0.77
         Earnings per share, both
           basic and diluted                       (0.01)               0.53


10. On January 7, 1998 the  Company  acquired  all of the  outstanding  stock of
    Univeyor A/S ("Univeyor"),  a Denmark-based  manufacturer and distributor of
    automated  material handling systems,  and has accounted for the acquisition
    as a purchase.  The total cost of the  acquisition was  approximately  $16.5
    million,  consisting  of $15.0  million of cash  financed  by the  Company's
    revolving debt facility and $1.5 million of assumed debt.





                                        8

<PAGE>



Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS
Three Months and Nine Months Ended December 28, 1997 and December 29, 1996
Net sales in the fiscal 1998 quarter ended December 28, 1997 were  $124,093,000,
an increase of  $20,700,000 or 20.0% over the fiscal 1997 quarter ended December
29,  1996.  Net  sales  for  the  nine  months  ended  December  28,  1997  were
$372,442,000, an increase of 59.5% over the nine months ended December 29, 1996.
Sales growth during the current quarter and nine 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 international  consumer channel due to 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  both  December  1997  and
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              NINE MONTHS ENDED
                DEC. 28,  DEC. 29,   CHANGE     DEC. 28, DEC. 29,     CHANGE
                  1997     1996   AMOUNT   %      1997     1996    AMOUNT   %
                 -----------------------------  -------------------------------
                           (IN THOUSANDS, EXCEPT PERCENTAGES)
Commercial sales:
  Domestic     $ 93,310 $ 79,597 $13,713  17.2 $275,903 $176,738 $ 99,165  56.1
  International  24,437   17,647   6,790  38.5   76,404   37,558   38,846 103.4
                -------  -------  ------        -------  -------  -------
                117,747   97,244  20,503  21.1  352,307  214,296  138,011  64.4
Consumer sales:
  Domestic        6,144    5,609     535   9.5   18,710   17,487    1,223   7.0
  International     202      540   (338) (62.6)   1,425    1,771    (346) (19.5)
                -------  -------  ------        -------  -------  -------
                  6,346    6,149     197   3.2   20,135   19,258      877   4.6
                -------  -------  ------        -------  -------  -------
Net sales      $124,093 $103,393 $20,700  20.0 $372,442 $233,554 $138,888  59.5
                =======  =======  ======        =======  =======  =======

The Company's gross profit margins were  approximately  28.5%,  29.1%, 28.6% and
29.7% for the fiscal  1998 and 1997  quarters  and the nine  months  then ended,
respectively.  The  decrease in gross profit  margin in the current  quarter and
nine month periods  resulted  primarily from a change in the  classification  of
approximately $1.9 million and $5.7 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 and had a minimal
effect on income from operations.  The current quarter's gross profit margin was
favorably  impacted by slight  fluctuations in product mix. However,  one of the
Yale   facilities   acquired   in  fiscal   1997  is   continuing   to   realize
lower-than-average  gross profit due to production workflow  inefficiencies that
are being aggressively addressed by management, which unfavorably impacted gross
profit by  approximately  $1,350,000  during the first three  quarters of fiscal
1998.

Selling expenses were  $11,565,000,  $9,522,000,  $33,358,000 and $20,834,000 in
the fiscal 1998 and 1997 quarters and the nine 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 9.3%, 9.2%, 9.0% and
8.9% in the  fiscal  1998 and 1997  quarters  and the nine  months  then  ended,
respectively.  The higher percentage in the fiscal 1998 quarter is due primarily
to the timing of various marketing related expenses.



                                       9

<PAGE>

General and administrative expenses were $5,751,000, $7,490,000, $18,087,000 and
$16,889,000 in the fiscal 1998 and 1997 quarters and the nine 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 4.6%,  7.2%,  4.9% and 7.2% in the fiscal 1998 and
1997 quarters and the nine 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 $5.7 million for the three and nine
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   $2,487,000,   $1,852,000,   $7,581,000  and
$2,751,000  in the fiscal 1998 and 1997 quarters and the nine 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 $5,294,000, $4,819,000, $17,729,000 and $5,298,000
in  the  fiscal  1998  and  1997  quarters  and  the  nine  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 4.3%,  4.7%, 4.8% and 2.3% in the fiscal 1998 and 1997 quarters
and the nine months then ended, respectively.

Interest and other income was $432,000, $491,000, $1,076,000 and $906,000 in the
fiscal 1998 and 1997 quarters and the nine 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 income  before  income taxes were 49.0%,  48.8%,
49.5% and 43.6% in the fiscal  1998 and 1997  quarters  and the nine 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, and Yale for the quarter only.

Minority  interest  was $323,000 in the fiscal 1997 quarter and also in the nine
months  then  ended,  resulting  from the 28% of Yale which was not owned by the
Company during that period.

As  a  result  of  the  above,  income  before  extraordinary  charge  increased
$1,943,000 or 60.4% for the quarter and  $2,084,000 or 15.5% for the nine months
then ended.

In December of fiscal 1997 an  extraordinary  charge of $3,101,000  was recorded
for the early  extinguishment of acquired Yale debt which was at 11.5% interest,
replaced with five year revolving  debt with interest  currently at a Eurodollar
rate based on LIBOR ("Eurodollar rate") plus 150 basis points.

Net income,  therefore,  increased $5,044,000 and $5,185,000 for the quarter and
nine months then ended, respectively.

LIQUIDITY AND CAPITAL  RESOURCES
On January 7, 1998 the Company acquired all of the outstanding stock of Univeyor
A/S  ("Univeyor"),  a Denmark-based  manufacturer  and  distributor of automated
material handling systems,  and has accounted for the acquisition as a purchase.
The total cost of the acquisition was approximately $16.5 million, consisting of
$15.0 million of cash financed by the Company's revolving debt facility and $1.5
million of assumed debt.



                                       10

<PAGE>

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
plus 150 basis points; the Term Loan B rate also varies  based on the  Company's
leverage ratio, and is currently at a Eurodollar rate plus 200 basis points.

At December 28, 1997  $83,000,000  was  outstanding  under the revolving  credit
facility and $36,000,000 was available.

Net cash provided by operating  activities increased to $24,029,000 for the nine
months  ended  December  28, 1997 from  $18,303,000  for the nine  months  ended
December 29, 1996.  The  $5,726,000  increase in net cash  provided by operating
activities  resulted  primarily from a $7,448,000  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.

Net cash used in  investing  activities  decreased  to  $3,955,000  for the nine
months  ended  December  28, 1997 from  $173,115,000  for the nine months  ended
December 29, 1996.  The  $169,160,000  decrease is due primarily to the Yale and
Lister acquisitions which occurred in fiscal 1997.

Net cash used in financing  activities was $21,618,000 for the nine months ended
December  28,  1997  while  net  cash  provided  by  financing   activities  was
$157,853,000  for the nine months  ended  December 29,  1996.  The  $179,471,000
change is primarily  due to the  financing  of the Yale and Lister  acquisitions
reflected in the nine months ended December 29, 1996.

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 nine months ended  December 28, 1997 and December
29, 1996 were $6,161,000 and $4,983,000, 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.

YEAR 2000 CONVERSIONS
The Company is moving forward with its Year 2000 Readiness project. This project
is addressing  all  components  of its  information  technology  infrastructure.
Currently,  corporate-wide  assessment is underway  with specific  areas already
complete.  The  assessment  of Year 2000 on the  Company's  customized  business
information  system  has been  completed  with  modifications  and  enhancements
underway.


                                       11

<PAGE>


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 130 "Reporting Comprehensive Income," which the Company
will adopt as of April 1, 1998.  Statement No. 130 establishes new rules for the
reporting and display of comprehensive income and its components.  This includes
unrealized  gains or  losses  on the  Company's  available-for-sale  securities,
foreign  currency  translation   adjustments,   and  minimum  pension  liability
adjustments,  which currently are reported in shareholders'  equity, and will be
included  and  disclosed  in total  comprehensive  income  upon  adoption of the
Statement.  The  impact  of  compliance  with  this  Statement  has not yet been
determined.

The FASB also issued FAS Statement  No. 131  "Disclosures  about  Segments of an
Enterprise and Related Information," which the Company will adopt as of April 1,
1998. Statement No. 131 superseded FAS Statement No. 14 "Financial Reporting for
Segments of a Business Enterprise."  Statement No. 131 establishes new standards
for determining  segment criteria and annual and interim reporting of that data.
It also establishes new disclosures  about products,  geographic areas and major
customers.  Currently, the Company reports one operating segment under Statement
No. 14 and,  while the impact of compliance  with  Statement No. 131 has not yet
been  determined,  the  Company  may be required to report more than one segment
upon its adoption.





                                       12

<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 - none.

Item 5.     Other Information - none.

Item 6.     Exhibits and Reports on Form 8-K


     On October 29, 1997 the Company  filed Form 8-K dated October 29, 1997 with
     respect to Stockholder Rights Agreement.























                                       13

<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: February 11, 1998                /s/ Robert L.  Montgomery, Jr.
      -------------------              ------------------------------
                                       Robert L. Montgomery, Jr.
                                       Executive Vice President and Chief
                                       Financial Officer






























                                       14



<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>                   9-MOS
<FISCAL-YEAR-END>                              MAR-31-1998
<PERIOD-START>                                 APR-01-1997
<PERIOD-END>                                   DEC-28-1997
<CASH>                                               5,883
<SECURITIES>                                             0
<RECEIVABLES>                                       79,726
<ALLOWANCES>                                             0
<INVENTORY>                                         95,999
<CURRENT-ASSETS>                                   198,787
<PP&E>                                              92,522
<DEPRECIATION>                                      29,033
<TOTAL-ASSETS>                                     535,025
<CURRENT-LIABILITIES>                               86,331
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                               137
<OTHER-SE>                                         163,473
<TOTAL-LIABILITY-AND-EQUITY>                       535,025
<SALES>                                            372,442
<TOTAL-REVENUES>                                   372,442
<CGS>                                              265,990
<TOTAL-COSTS>                                      265,990
<OTHER-EXPENSES>                                    59,026
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                  17,729
<INCOME-PRETAX>                                     30,773
<INCOME-TAX>                                        15,227
<INCOME-CONTINUING>                                 15,546
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        15,546
<EPS-PRIMARY>                                         1.16
<EPS-DILUTED>                                         1.16
        

</TABLE>


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