-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RsgHdx9phtyk2X0d2Kl3qp3+FWxR0rGAri+V71ANjZ6u8h557PAgwLDsyPxKvFkB CziThiRwAm4+xu8ZlRPZJg== 0001005229-99-000026.txt : 19990819 0001005229-99-000026.hdr.sgml : 19990819 ACCESSION NUMBER: 0001005229-99-000026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990704 FILED AS OF DATE: 19990818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS MCKINNON CORP CENTRAL INDEX KEY: 0001005229 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 160547600 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27618 FILM NUMBER: 99695592 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PKWY CITY: AMHERST STATE: NY ZIP: 14228-1197 BUSINESS PHONE: 7166895400 MAIL ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 14228-1197 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LICO INC CENTRAL INDEX KEY: 0001062619 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 431234309 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-53759-03 FILM NUMBER: 99695593 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 19228-1197 BUSINESS PHONE: 7166895400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LICO STEEL INC CENTRAL INDEX KEY: 0001062622 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-53759-04 FILM NUMBER: 99695594 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 19228-1197 BUSINESS PHONE: 7166895400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMATIC SYSTEMS INC CENTRAL INDEX KEY: 0001062623 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 430978181 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-53759-05 FILM NUMBER: 99695595 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 19228-1197 BUSINESS PHONE: 7166895400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YALE INDUSTRIAL PRODUCTS INC CENTRAL INDEX KEY: 0001062624 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 710585582 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-53759-06 FILM NUMBER: 99695596 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 19228-1197 BUSINESS PHONE: 7166895400 10-Q 1 FIRST QUARTER 10-Q 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 July 4, 1999 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 July 31, 1999 was: 14,844,300 shares. FORM 10-Q INDEX COLUMBUS MCKINNON CORPORATION JULY 4, 1999 PAGE # ------ PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed consolidated balance sheets - July 4, 1999 and March 31, 1999 2 Condensed consolidated statements of income and retained earnings - Three months ended July 4, 1999 and June 28, 1998 3 Condensed consolidated statements of cash flows - Three months ended July 4, 1999 and June 28, 1998 4 Condensed consolidated statements of comprehensive income - Three months ended July 4, 1999 and June 28, 1998 5 Notes to condensed consolidated financial statements - July 4, 1999 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings 21 Item 2. Changes in Securities - none. 21 Item 3. Defaults upon Senior Securities - none. 21 Item 4. Submission of Matters to a Vote of Security Holders - none. 21 Item 5. Other Information - none. 21 Item 6. Exhibits and Reports on Form 8-K 21 PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited)
COLUMBUS MCKINNON CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) JULY 4, MARCH 31, 1999 1999 --------- --------- ASSETS: (IN THOUSANDS) Current assets: Cash and cash equivalents ...................................... $ 3,484 $ 6,867 Trade accounts receivable ...................................... 135,797 136,988 Unbilled revenues .............................................. 13,462 9,821 Inventories .................................................... 114,127 115,979 Net assets held for sale ....................................... 8,285 8,214 Prepaid expenses ............................................... 9,006 8,160 --------- --------- Total current assets ................................................. 284,161 286,029 Net property, plant, and equipment ................................... 90,439 90,004 Goodwill and other intangibles, net .................................. 356,922 357,727 Marketable securities ................................................ 20,346 19,355 Deferred taxes on income ............................................. 5,551 5,627 Other assets ......................................................... 7,920 8,169 --------- --------- Total assets ......................................................... $ 765,339 $ 766,911 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Notes payable to banks ......................................... $ 4,439 $ 4,590 Trade accounts payable ......................................... 46,175 54,651 Excess billings ................................................ 6,997 5,058 Accrued liabilities ............................................ 48,084 54,331 Current portion of long-term debt .............................. 1,491 1,926 --------- --------- Total current liabilities ............................................ 107,186 120,556 Senior debt, less current portion .................................... 226,714 222,165 Subordinated debt .................................................... 199,534 199,521 Other non-current liabilities ........................................ 36,633 35,995 --------- --------- Total liabilities .................................................... 570,067 578,237 Shareholders' equity: Common stock ................................................... 147 146 Additional paid-in capital ..................................... 105,914 102,313 Retained earnings .............................................. 105,865 100,455 ESOP debt guarantee ............................................ (9,656) (9,865) Unearned restricted stock ...................................... (4,200) (1,009) Total accumulated other comprehensive income (loss) ............ (2,798) (3,366) --------- --------- Total shareholders' equity ........................................... 195,272 188,674 --------- --------- Total liabilities and shareholders' equity ........................... $ 765,339 $ 766,911 ========= ========= See accompanying notes to condensed consolidated financial statements.
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COLUMBUS MCKINNON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) THREE MONTHS ENDED ------------------ JULY 4, JUNE 28, 1999 1998 --------- --------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Net sales ............................................................ $ 181,601 $ 184,616 Cost of products sold ................................................ 134,489 137,302 --------- --------- Gross profit ......................................................... 47,112 47,314 Selling expenses ..................................................... 12,758 12,872 General and administrative expenses .................................. 9,487 9,439 Amortization of intangibles .......................................... 4,002 3,778 --------- --------- 26,247 26,089 --------- --------- Income from operations ............................................... 20,865 21,225 Interest and debt expense ............................................ 8,279 8,948 Interest and other income ............................................ 247 371 --------- --------- Income before income taxes ........................................... 12,833 12,648 Income tax expense ................................................... 6,439 6,273 --------- --------- Net income ........................................................... 6,394 6,375 Retained earnings - beginning of period .............................. 100,455 76,744 Cash dividends of $0.07 per share .................................... (984) (940) --------- --------- Retained earnings - end of period .................................... $ 105,865 $ 82,179 ========= ========= Earnings per share data, basic ....................................... $ 0.46 $ 0.44 ========= ========= Earnings per share data, diluted ..................................... $ 0.45 $ 0.44 ========= ========= See accompanying notes to condensed consolidated financial statements.
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COLUMBUS MCKINNON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED ------------------ JULY 4, JUNE 28, 1999 1998 --------- --------- (IN THOUSANDS) OPERATING ACTIVITIES: Net income ........................................................... $ 6,394 $ 6,375 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .................................. 7,225 6,773 Deferred income taxes ........................................... 141 (404) Other .......................................................... 190 106 Changes in operating assets and liabilities net of effects from businesses purchased: Trade accounts receivable ................................. 2,918 (19,794) Unbilled revenues and excess billings ..................... (1,702) (1,057) Inventories ............................................... 2,823 2,230 Prepaid expenses .......................................... (844) 48 Other assets .............................................. 168 (436) Trade accounts payable .................................... (9,775) (10,737) Accrued and non-current liabilities ....................... (4,242) 5,800 --------- --------- Net cash provided by (used in) operating activities .................. 3,296 (11,096) --------- --------- INVESTING ACTIVITIES: Purchase of marketable securities, net of sales ...................... (2,138) (1,055) Capital expenditures ................................................. (2,323) (2,227) Purchases of businesses, net of cash ................................. (6,366) (304) Net assets held for sale ............................................. (71) (33) --------- --------- Net cash used in investing activities ................................ (10,898) (3,619) --------- --------- FINANCING ACTIVITIES: Proceeds from issuance of common stock ............................... 1 - Net borrowings under revolving line-of-credit agreements ............. 4,849 4,143 Repayment of debt .................................................... (886) (5,629) Dividends paid ....................................................... (984) (940) Reduction of ESOP debt guarantee ..................................... 209 219 Other ................................................................ (131) (841) --------- --------- Net cash provided by (used in) financing activities .................. 3,058 (3,048) Effect of exchange rate changes on cash .............................. 1,161 (467) --------- --------- Net increase in cash and cash equivalents ............................ (3,383) (18,230) Cash and cash equivalents at beginning of period ..................... 6,867 22,861 --------- --------- Cash and cash equivalents at end of period ........................... $ 3,484 $ 4,631 ========= ========= See accompanying notes to condensed consolidated financial statements.
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COLUMBUS MCKINNON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED ------------------ JULY 4, JUNE 28, 1999 1998 ------- ------- (IN THOUSANDS) Net income ............................................................ $ 6,394 $ 6,375 ------- ------- Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ............................ 515 (269) Unrealized gains on investments: Unrealized holding gains arising during the period ................ 53 47 Less: reclassification adjustment for gains included in net income -- (76) ------- ------- 53 (29) ------- ------- Total other comprehensive income (loss) ............................... 568 (298) ------- ------- Comprehensive income .................................................. $ 6,962 $ 6,077 ======= ======= See accompanying notes to condensed consolidated financial statements.
-5- COLUMBUS MCKINNON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JULY 4, 1999 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 July 4, 1999, and the results of its operations and its cash flows for the three month periods ended July 4, 1999 and June 28, 1998, have been included. Results for the period ended July 4, 1999 are not necessarily indicative of the results that may be expected for the year ended March 31, 2000. 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, 1999. Columbus McKinnon Corporation (the Company) is a leading broad-line designer, manufacturer and supplier of sophisticated material handling products and integrated material handling solutions that are widely distributed to industrial, automotive, and consumer markets worldwide. The Company's material handling products are sold, domestically and internationally, principally to third party distributors in commercial and consumer distribution channels, and to a lesser extent directly to manufacturers and other end-users. The Company's integrated material handling solutions businesses primarily deal with end users. Material handling solution sales are concentrated, domestically and internationally (primarily Europe), in the automotive industry, and consumer products, manufacturing, warehousing and, to a lesser extent, the steel, construction, and other industrial markets. 2. Inventories consisted of the following: JULY 4, MARCH 31, 1999 1999 ------------------------------ (IN THOUSANDS) At cost - FIFO basis: Raw materials $ 59,767 $ 54,648 Work-in-process 21,274 21,663 Finished goods 38,139 45,042 ----------- ----------- 119,180 121,353 LIFO cost less than FIFO cost (5,053) (5,374) ------------ ------------ $ 114,127 $ 115,979 =========== =========== 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. -6- 3. Property, plant, and equipment is net of $45,271,000 and $42,048,000 of accumulated depreciation at July 4, 1999 and March 31, 1999, respectively. 4. Goodwill and other intangibles, net includes $33,866,000 and $29,864,000 of accumulated amortization at July 4, 1999 and March 31, 1999, 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 expenditures based on amounts 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 general and product liability accrual continues to include provisions related to that pre-acquisition time period. 6. To manage its exposure to interest rate fluctuations, the Company has an interest rate swap with a notional value of $3.5 million from January 2, 1999 through July 2, 2000, based on LIBOR at 5.9025%. The Company also has a LIBOR-based interest rate cap on $49.5 million of debt through December 16, 1999 at 10%. Net payments or receipts under the swap and cap agreements are recorded as adjustments to interest expense. The carrying amount of the Company's senior debt instruments approximates the fair values. The Company's subordinated debt has an approximate fair value of $186,000,000 which is less than its carrying amount of $199,534,000. 7. The following table sets forth the computation of basic and diluted earnings per share before extraordinary charge for debt extinguishment:
THREE MONTHS ENDED ------------------ JULY 4, JUNE 28, 1999 1998 ----------- ----------- Numerator for basic and diluted earnings per share: Net income .......................................... $ 6,394,000 $ 6,375,000 =========== =========== Denominators: Weighted-average common stock outstanding - denominator for basic EPS ............................ 13,972,000 14,329,000 Effect of dilutive employee stock options .............. 222,000 209,000 ----------- ----------- Adjusted weighted-average common stock outstanding and assumed conversions - denominator for diluted EPS 14,194,000 14,538,000 =========== ===========
-7- 8. Income tax expense for the three-month periods ended July 4, 1999 and June 28, 1998 exceeds the customary relationship between income tax expense and income before income taxes due to nondeductible amortization of goodwill of $4,002,000, and $3,778,000, respectively. 9. On April 29, 1999, the Company acquired all of the outstanding stock of Washington Equipment Company ("WECO"), a regional manufacturer and servicer of overhead cranes. The total cost of the acquisition, which was accounted for as a purchase, was approximately $6.4 million of cash and was financed by proceeds from the Company's revolving debt facility. On March 1, 1999, GL International, Inc. ("GL"), was merged with and into the Company through the issuance of 897,114 shares of newly issued Company stock and options to purchase 154,848 shares of Company stock for all issued and outstanding stock and options of GL. GL is a full-service designer and builder of industrial overhead bridge and jib cranes and related components. The merger was accounted for as a pooling of interests and, accordingly, the fiscal 1999 consolidated financial statements have been restated to include the accounts of GL from the date of GL's formation, April 1, 1997. The fair market value of the stock and options exchanged was approximately $20.6 million. Net sales and net income of the separate companies were as follows: THREE MONTHS ENDED JUNE 28, 1998 ------------- (IN THOUSANDS) Net sales: Columbus McKinnon, as reported............ $ 170,503 GL International, Inc..................... 15,931 Intercompany eliminations................. (1,818) ------------- Combined.................................. $ 184,616 ============= Net income: Columbus McKinnon, as reported............ $ 6,083 GL International, Inc..................... 245 Intercompany eliminations................. 47 ------------- Combined.................................. $ 6,375 ============= On January 29, 1999, the Company acquired all of the outstanding stock of Camlok Lifting Clamps Limited ("Camlok") and the net assets of the Tigrip product line ("Tigrip") for $10.6 million in cash. The acquisition was accounted for as a purchase and was financed through cash, a revolving credit facility, and a $4 million term note. Camlok manufactures plate clamps, crane weighers and related products and is based in Chester, England, while the Tigrip line of standard and specialized plate clamps is produced in Germany. -8- On December 4, 1998, the Company acquired all of the outstanding stock of Societe D'Exploitation des Raccords Gautier ("Gautier"), a French-based manufacturer of industrial components. The total cost of the acquisition, which was accounted for as a purchase, was approximately $3 million in cash, consisting of $2.4 million financed by proceeds from the Company's revolving debt facility and the assumption of certain debt. On August 21, 1998 the Company acquired the net assets of Abell-Howe Crane division ("Abell-Howe") of Abell-Howe Company, a regional manufacturer of jib, gantry, and bridge cranes. The total cost of the acquisition, which was accounted for as a purchase, was approximately $7 million of cash, which was financed by proceeds from the Company's revolving debt facility. On August 7, 1998 the Company sold its Mechanical Products division, a producer of circuit controls and protection devices, for $11.5 million, consisting of $9.1 million in cash and a $2.4 million note receivable, to Mechanical Products' senior management team. The selling price approximated the net book value of the division. The following table presents pro forma summary information for the three month period ended June 28, 1998 as if the fiscal 1999 and 2000 acquisitions and related borrowings and the sale of Mechanical Products had occurred as of April 1, 1998, which is the beginning of fiscal 1999. 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 JUNE 28, 1998 ------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Pro forma: Net sales $ 183,674 Income from operations 20,919 Net income 6,251 Earnings per share, basic 0.44 Earnings per share, diluted 0.43 -9- 10. As a result of the way the Company manages the business, its reportable segments are strategic business units that offer products and services with different characteristics. The most defining characteristic is the extent of customized engineering required on a per-order basis. In addition, the segments serve different customer bases through differing methods of distribution. The Company has three reportable segments: material handling products, integrated material handling solutions - industrial, and integrated material handling solutions - automotive. The Company's material handling products segment sells hoists, chains, attachments, and other material handling products principally to third party distributors in commercial and consumer distribution channels. The material handling solutions segments sell engineered material handling systems such as conveyors, manipulators, and lift tables primarily to end-users in the consumer products manufacturing, warehousing, and general manufacturing industries or the automotive segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Intersegment sales are not significant. The Company evaluates performance based on operating earnings of the respective business units prior to the effects of amortization. Segment information as of and for the quarters ended July 4, 1999 and June 28, 1998, is as follows:
QUARTER ENDED JULY 4, 1999 -------------------------- SOLUTIONS - SOLUTIONS - ELIMINATIONS/ PRODUCTS INDUSTRIAL AUTOMOTIVE OTHER TOTAL -------- ---------- ---------- ------------- ----- (IN THOUSANDS) Sales to external customers . $138,788 $ 13,256 $ 35,548 $ (5,991) $181,601 Operating income ............ 23,087 1,117 587 76 24,867 before amortization Depreciation and amortization 3,601 2,201 1,423 - 7,225 Total assets ................ 516,366 66,665 182,308 - 765,339 Capital expenditures ........ 2,067 211 45 - 2,323
QUARTER ENDED JUNE 28, 1998 --------------------------- SOLUTIONS - SOLUTIONS - ELIMINATIONS/ PRODUCTS INDUSTRIAL AUTOMOTIVE OTHER TOTAL -------- ---------- ---------- ------------- ----- (IN THOUSANDS) Sales to external customers . $128,514 $ 15,516 $ 40,179 $ 407 $184,616 Operating income ............ 17,749 1,625 4,666 963 25,003 before amortization Depreciation and amortization 4,428 767 1,366 212 6,773 Total assets ................ 500,527 68,651 197,474 20,035 786,687 Capital expenditures ........ 1,866 302 57 2 2,227
-10- The following schedule provides a reconciliation of operating income before amortization with consolidated income before income taxes:
THREE MONTHS ENDED ------------------ JULY 4, 1999 JUNE 28, 1998 ------------ ------------- (IN THOUSANDS) Operating income before amortization ............ $ 24,867 $ 25,003 Amortization of intangibles ..................... 4,002 3,778 Interest and debt expense ....................... 8,279 8,948 Interest and other income ....................... (247) (371) -------- -------- Income before income taxes ...................... $ 12,833 $ 12,648 ======== ========
-11- 11. The summary financial information of the parent, domestic subsidiaries (guarantors) and foreign subsidiaries (nonguarantors of the 8.5% senior subordinated notes) follows:
Domestic Foreign Elimina- Consoli- (In thousands) Parent Subsidiaries Subsidiaries tions dated ------------------------------------------------------------ AS OF JULY 4, 1999 Current assets: Cash and cash equivalents ..................... $ 803 $ 1,143 $ 1,538 $ - $ 3,484 Trade accounts receivable ..................... 54,740 57,287 23,770 - 135,797 Unbilled revenues ............................. - 13,462 - - 13,462 Inventories ................................... 48,372 39,520 27,239 (1,004) 114,127 Other current assets .......................... 3,529 10,322 3,440 - 17,291 ------------------------------------------------------------- Total current assets ......................... 107,444 121,734 55,987 (1,004) 284,161 Net property, plant, and equipment ............. 36,859 33,571 20,009 - 90,439 Goodwill and other intangibles, net ............ 42,499 261,396 53,027 - 356,922 Intercompany ................................... 213,795 (375,176) (65,517) 226,898 - Other assets ................................... 221,271 162,491 (1,266) (348,679) 33,817 ------------------------------------------------------------- Total assets ................................. $ 621,868 $ 204,016 $ 62,240 $(122,785) $ 765,339 ============================================================= Current liabilities ............................ $ 39,797 $ 48,837 $ 21,666 $ (3,114) $ 107,186 Long-term debt, less current portion ........... 419,725 - 6,523 - 426,248 Other non-current liabilities .................. 11,623 22,042 2,968 - 36,633 ------------------------------------------------------------- Total liabilities ............................ 471,145 70,879 31,157 (3,114) 570,067 Shareholders' equity ........................... 150,723 133,137 31,083 (119,671) 195,272 ------------------------------------------------------------- Total liabilities and shareholders' equity ... $ 621,868 $ 204,016 $ 62,240 $(122,785) $ 765,339 ============================================================= FOR THE THREE MONTHS ENDED JULY 4, 1999 Net sales ...................................... $ 68,814 $ 88,921 $ 29,857 $ (5,991) $ 181,601 Cost of products sold .......................... 46,430 72,563 21,445 (5,949) 134,489 ------------------------------------------------------------- Gross profit ................................... 22,384 16,358 8,412 (42) 47,112 ------------------------------------------------------------- Selling, general and administrative expenses ... 8,715 7,393 6,137 - 22,245 Amortization of intangibles .................... 489 2,861 652 - 4,002 ------------------------------------------------------------- 9,204 10,254 6,789 - 26,247 ------------------------------------------------------------- Income from operations ......................... 13,180 6,104 1,623 (42) 20,865 Interest and debt expense ...................... 8,098 2 179 - 8,279 Interest and other income ...................... 113 77 57 - 247 ------------------------------------------------------------- Income before income taxes ..................... 5,195 6,179 1,501 (42) 12,833 Income tax expense ............................. 2,177 3,431 848 (17) 6,439 ------------------------------------------------------------- Net income ..................................... $ 3,018 $ 2,748 $ 653 $ (25) $ 6,394 ============================================================= FOR THE THREE MONTHS ENDED JULY 4, 1999 OPERATING ACTIVITIES: Net cash (used in) provided by operating activities...................................... $ (1,824) $ 7,345 $ (2,363) $ 138 $ 3,296 ------------------------------------------------------------- INVESTING ACTIVITIES: Purchase of marketable securities, net ......... (2,138) - - - (2,138) Capital expenditures ........................... (1,692) (355) (276) - (2,323) Purchases of businesses, net of cash ........... (6,317) - (49) (6,366) Other .......................................... - (71) - - (71) ------------------------------------------------------------- Net cash used in investing activities .......... (3,830) (6,743) (276) (49) (10,898) ------------------------------------------------------------- -12- FINANCING ACTIVITIES: Proceeds from issuance of common stock ......... 1 136 - (136) 1 Net borrowings (payments) under revolving line-of-credit agreements .................... 5,000 - (151) - 4,849 Repayment of debt .............................. (750) - (136) - (886) Dividends paid ................................. (981) (3) - - (984) Other .......................................... 78 - - - 78 ------------------------------------------------------------- Net cash used in financing activities .......... 3,348 133 (287) (136) 3,058 ------------------------------------------------------------- Effect of exchange rate changes on cash ........ - - 1,114 47 1,161 ------------------------------------------------------------- Net change in cash and cash equivalents ........ (2,306) 735 (1,812) - (3,383) Cash and cash equivalents at beginning of period 3,109 408 3,350 - 6,867 ------------------------------------------------------------- Cash and cash equivalents at end of period ..... $ 803 $ 1,143 $ 1,538 $ - $ 3,484 =============================================================
Domestic Foreign Elimina- Consoli- (In thousands) Parent Subsidiaries Subsidiaries Tions Dated --------------------------------------------------------------- AS OF JUNE 28, 1998 Current assets: Cash and cash equivalents ..................... $ 6,367 $ (3,117) $ 1,381 $ - $ 4,631 Trade accounts receivable ..................... 52,143 70,029 23,627 - 145,799 Unbilled revenues ............................. - 19,891 - - 19,891 Inventories ................................... 44,988 44,863 24,098 (1,052) 112,897 Other current assets .......................... 1,981 11,766 3,714 - 17,461 ------------------------------------------------------------- Total current assets ......................... 105,479 143,432 52,820 (1,052) 300,679 Net property, plant, and equipment ............. 33,707 34,867 18,319 - 86,893 Goodwill and other intangibles, net ............ 44,079 273,727 48,389 - 366,195 Intercompany ................................... 241,610 (407,481) (62,640) 228,511 - Other assets ................................... 218,964 168,067 (2,115) (351,996) 32,920 ------------------------------------------------------------- Total assets ................................. $ 643,839 $ 212,612 $ 54,773 $(124,537) $ 786,687 ============================================================= Current liabilities ............................ $ 37,442 $ 54,549 $ 22,476 $ (1,286) $ 113,181 Long-term debt, less current portion ........... 443,921 3,562 3,332 - 450,815 Other non-current liabilities .................. 11,373 31,248 3,276 - 45,897 ------------------------------------------------------------- Total liabilities ............................ 492,736 89,359 29,084 (1,286) 609,893 Shareholders' equity ........................... 151,103 123,253 25,689 (123,251) 176,794 ------------------------------------------------------------- Total liabilities and shareholders' equity ... $ 643,839 $ 212,612 $ 54,773 $(124,537) $ 786,687 ============================================================= FOR THE THREE MONTHS ENDED JUNE 28, 1998 Net sales ...................................... $ 66,761 $ 92,888 $ 29,902 $ (4,935) $ 184,616 Cost of products sold .......................... 47,435 72,780 22,099 (5,012) 137,302 ------------------------------------------------------------- Gross profit ................................... 19,326 20,108 7,803 77 47,314 ------------------------------------------------------------- Selling, general and administrative expenses ... 8,663 8,683 4,965 - 22,311 Amortization of intangibles .................... 488 2,763 527 - 3,778 ------------------------------------------------------------- 9,151 11,446 5,492 - 26,089 ------------------------------------------------------------- Income from operations ......................... 10,175 8,662 2,311 77 21,225 Interest and debt expense ...................... 8,463 299 186 - 8,948 Interest and other income ...................... 469 29 (127) - 371 ------------------------------------------------------------- Income before income taxes ..................... 2,181 8,392 1,998 77 12,648 Income tax expense ............................. 1,065 4,178 1,000 30 6,273 ------------------------------------------------------------- Net income ..................................... $ 1,116 $ 4,214 $ 998 $ 47 $ 6,375 ============================================================= -13- FOR THE THREE MONTHS ENDED JUNE 28, 1998 OPERATING ACTIVITIES: Net cash (used in) provided by operating activities...................................... $ (7,188) $ (3,110) $ (827) $ 29 $ (11,096) ------------------------------------------------------------- INVESTING ACTIVITIES: Purchase of marketable securities, net ......... (1,055) - - - (1,055) Capital expenditures ........................... (1,515) (511) (201) - (2,227) Other .......................................... - (337) - - (337) ------------------------------------------------------------- Net cash used in investing activities .......... (2,570) (848) (201) - (3,619) -------------------------------------------------------------- FINANCING ACTIVITIES: Net payments under revolving line-of-credit agreements .................... - 5,589 (1,446) - 4,143 Repayment of debt .............................. (304) (5,536) 211 - (5,629) Dividends paid ................................. (940) - - - (940) Other .......................................... (622) - - - (622) ------------------------------------------------------------- Net cash used in financing activities .......... (1,866) 53 (1,235) - (3,048) ------------------------------------------------------------- Effect of exchange rate changes on cash ........ - - (438) (29) (467) ------------------------------------------------------------- Net change in cash and cash equivalents ........ (11,624) (3,905) (2,701) - (18,230) Cash and cash equivalents at beginning of period 17,991 788 4,082 - 22,861 ------------------------------------------------------------- Cash and cash equivalents at end of period ..... $ 6,367 $ (3,117) $ 1,381 $ - $ 4,631 =============================================================
12. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Financial Instruments and Hedging Activities," in June of 1998 which is effective for fiscal 2002. Statement No. 133 establishes accounting and reporting standards for hedging activities. It requires that entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The intended use of the derivative and its designation as either (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or a firm commitment (a fair value hedge) (2) a hedge of the exposure to variable cash flows of a forecasted transaction (a cash flow hedge), or (3) a hedge of the foreign currency exposure of a net investment in a foreign operation (a foreign currency hedge), will determine when the gains and losses on the derivatives are reported in earnings and when they are to be reported as a component of other comprehensive income. The impact of compliance with this Statement has not yet been determined by the Company. -14- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OVERVIEW The Company is a broad-line designer, manufacturer, and supplier of sophisticated material handling products and integrated material handling solutions that are widely distributed to industrial, automotive and consumer markets worldwide. The Company's material handling products are sold, domestically and internationally, principally to third party distributors in commercial and consumer distribution channels, and to a lesser extent directly to manufacturers and other end-users. Commercial distribution channels include general distributors, specialty distributors, service-after-sale distributors, original equipment manufacturers ("OEMs"), and the U.S. and Canadian governments. The general distributors are comprised of industrial distributors, rigging shops and crane builders. Specialty distributors include catalog houses, material handling specialists and entertainment equipment riggers. The service-after-sale network includes repair parts distribution centers, chain service centers, and hoist repair centers. Company products are also sold to OEMs, and to the U.S. and Canadian governments. Consumer distribution channels include mass merchandisers, hardware distributors, trucking and transportation distributors, farm hardware distributors and rental outlets. The Company's integrated material handling solutions businesses primarily deal with end-users. Material handling solution sales are concentrated, domestically and internationally (primarily Europe), in the automotive industry, and consumer products manufacturing, warehousing and, to a lesser extent, the steel, construction and other industrial markets. RESULTS OF OPERATIONS THREE MONTHS ENDED JULY 4, 1999 AND JUNE 28, 1998 Net sales in the fiscal 2000 quarter ended July 4, 1999 were $181,601,000, a decrease of $3,015,000 or 1.6% from the fiscal 1999 quarter ended June 28, 1998. Sales in the Products segment were up roughly 8% as a result of the additions of WECO and Abell-Howe and increases in our specialty distribution channels as customers continue to shift their focus to catalog buying. Sales in the Solutions-Industrial segment fell 14.6% as a result of softness in the Scandinavian and manipulator markets. The Solutions-Automotive segment had a sales decrease of 11.5% as a result of the lagging impact of the 1998 General Motors strike and a shift in GM's capital spending projects. The decrease in the Eliminations/Other segment is a result of the sale of Mechanical Products in August of 1998. Sales in the individual segments were as follows, in thousands of dollars and with percentage changes for each group:
THREE MONTHS ENDED ------------------ JULY 4, JUNE 28, CHANGE ------ 1999 1998 AMOUNT % ---- ---- ------ - (IN THOUSANDS, EXCEPT PERCENTAGES) Products ............... $ 138,788 $ 128,514 $ 10,274 8.0 Solutions-Industrial ... 13,256 15,516 (2,260) (14.6) Solutions-Automotive ... 35,548 40,179 (4,631) (11.5) Eliminations/Other ..... (5,991) 407 (6,398) NM --------- --------- --------- Consolidated net sales.. $ 181,601 $ 184,616 $ (3,015) (1.6) ========= ========= =========
-15- The Company's gross profit margins were approximately 25.9% and 25.6% for the fiscal 2000 and 1999 quarters, respectively. The consistent margin is a combination of offsetting fluctuations in the various segments. The gross profit margin increased in the Products segment as a result of the continued integration of recent acquisitions. The Solutions-Industrial segment experienced static margins for the fiscal 2000 and 1999 quarters. Gross margin in the Solutions-Automotive segment decreased for the first quarter of 2000 as a result of warranty issues and project mix. Selling expenses were $12,758,000 and $12,872,000 in the fiscal 2000 and 1999 quarters, respectively. As a percentage of consolidated net sales, selling expenses were 7.0% in both the fiscal 2000 and 1999 quarters. General and administrative expenses were $9,487,000, and $9,439,000 in the fiscal 2000 and 1999 quarters, respectively. As a percentage of consolidated net sales, general and administrative expenses were 5.2% and 5.1% in the fiscal 2000 and 1999 quarters, respectively. Amortization of intangibles was $4,002,000 and $3,778,000 in the fiscal 2000 and 1999 quarters, respectively. The fiscal 2000 increase is due to the amortization of goodwill resulting from the acquisitions of Abell-Howe, Gautier, Camlok-Tigrip, and WECO. Income from operations decreased $360,000 or 1.7% in the fiscal 2000 quarter, compared to the fiscal 1999 quarter. This is based on income from operations of $20,865,000 and $21,225,000 or 11.5% of consolidated net sales in both the fiscal 2000 and 1999 quarters. Interest and debt expense was $8,279,000, and $8,948,000 in the fiscal 2000 and 1999 quarters, respectively. The fiscal 2000 decrease is primarily due to the payment of debt based on strong operating cash flow over the last 12 months less funds used to finance acquisitions. As a percentage of consolidated net sales, interest and debt expense was 4.6%, and 4.8% in the fiscal 2000 and 1999 quarters, respectively. Interest and other income was $247,000, and $371,000 in the fiscal 2000 and 1999 quarters, respectively. Income taxes as a percentage of income before income taxes were 50.2% and 49.6% in the fiscal 2000 and 1999 quarters, respectively. The percentages reflect the effect of nondeductible amortization of goodwill resulting from acquisitions. Net income, therefore, increased $19,000 or 0.3% for the quarter ended July 4, 1999. This is based on net income of $6,394,000 and $6,375,000 for the quarters ended July 4, 1999 and June 28, 1998, respectively. LIQUIDITY AND CAPITAL RESOURCES On April 29, 1999, the Company acquired all of the outstanding stock of Washington Equipment Company (WECO) for $6.4 million in cash, financed by the Company's revolving credit facility. On March 1, 1999, GL was merged with and into the Company through the issuance of 897,114 shares of newly issued Company stock and options to purchase 154,848 shares of Company stock for all issued and outstanding stock and options of GL. The fair market value of the stock and options exchanged was approximately $20.6 million. -16- On January 29, 1999, the Company acquired all of the outstanding stock of Camlok and the net assets of the Tigrip product line for $10.6 million in cash, financed by a German subsidiary revolving credit facility and term note. On December 4, 1998, the Company acquired all of the outstanding stock of Gautier for $3 million in cash, financed by the Company's revolving credit facility. During October 1998, the Company's ESOP borrowed $7,682,000 from the Company and purchased 479,900 shares of Company common stock on the open market at an average cost of $16 per share. On August 21, 1998, the Company acquired the net assets of Abell-Howe for $7 million in cash, financed by the Company's revolving credit facility. On August 7, 1998, the Company sold its Mechanical Products division for $11.5 million, consisting of $9.1 million in cash and a $2.4 million note receivable. The 1998 Revolving Credit Facility provides availability up to $300 million, due March 31, 2003, against which $226.7 million was outstanding at July 4, 1999. Interest is payable at varying Eurodollar rates based on LIBOR plus a spread determined by the Company's leverage ratio, amounting to 87.5 basis points at July 19, 1999. The 1998 Revolving Credit Facility is secured by all equipment, inventory, receivables, subsidiary stock (limited to 65% for foreign subsidiaries) and intellectual property. To manage its exposure to interest rate fluctuations, the Company has an interest rate swap and cap. The senior subordinated 8 1/2% Notes issued on March 31, 1998 amounted to $199,468,000, net of original issue discount of $532,000 and are due March 31, 2008. Interest is payable semi-annually based on an effective rate of 8.45%, considering $1,902,000 of proceeds from rate hedging in advance of the placement. Provisions of the 8 1/2% Notes include, without limitation, restrictions of liens, indebtedness, asset sales, and dividends and other restricted payments. Prior to April 1, 2003, the 8 1/2% Notes are redeemable at the option of the Company, in whole or in part, at the Make-Whole Price (as defined). On or after April 1, 2003, they are redeemable at prices declining annually from 108.5% to 100% on and after April 1, 2006. In addition, on or prior to April 1, 2001, the Company may redeem up to 35% of the outstanding notes with the proceeds of equity offerings at a redemption price of 108.5%, subject to certain restrictions. In the event of a Change of Control (as defined), each holder of the 8 1/2% Notes may require the Company to repurchase all or a portion of such holder's 8 1/2% Notes at a purchase price equal to 101% of the principal amount thereof. The 8 1/2% Notes are not subject to any sinking fund requirements. 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, budgeted capital expenditures, and business acquisitions for the next twelve months. Net cash provided by operating activities was $3,296,000 for the three months ended July 4, 1999 while net cash used in operating activities was $11,096,000 for the three months ended June 28, 1998. The $14,392,000 change is primarily due to changes in working capital, reflecting fluctuations in the working capital needs of Automatic Systems Inc. (ASI), formerly LICO, Inc. -17- Net cash used in investing activities increased to $10,898,000 for the three months ended July 4, 1999 from $3,619,000 for the three months ended June 28, 1998. The 7,279,000 increase is due primarily to the acquisition of WECO. Net cash provided by financing activities was $3,058,000 for the three months ended July 4, 1999 while net cash used in financing activities was $3,048,000 for the three months ended June 28, 1998. The $6,106,000 change is primarily due to borrowings used to acquire WECO. 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 three months ended July 4, 1999 and June 28, 1998 were $2,323,000 and $2,227,000, 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 Europe, Canada, Mexico, 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. SEASONALITY AND QUARTERLY RESULTS Quarterly results may be materially affected by the timing of large customer orders, by periods of high vacation concentrations, and by acquisitions and the magnitude of acquisition costs. Therefore, the operating results for any particular fiscal quarter are not necessarily indicative of results for any subsequent fiscal quarter or for the full fiscal year. -18- YEAR 2000 CONVERSIONS The Company's corporate-wide Year 2000 initiative is being managed by a team of internal staff and administered by the Director of Information Services. The Company has completed the assessment phase of its Year 2000 compliance project and is currently working on remediation of affected components. The Company has determined that it needs to modify certain portions of its corporate business information software so that its computer system will function properly with respect to dates in the year 2000 and beyond. Both internal and external resources have been dedicated to identifying, implementing, and testing corrective action in order to make such programs Year 2000 compliant; all such work is planned to be completed by September 1999 and is currently on schedule. To date the corporate business information software has been 100% assessed, approximately 97% has been remedially reprogrammed, and approximately 83% is now certified to be Year 2000 compliant. The Company believes that, with modifications to existing software, the Year 2000 issue will not pose significant operational problems for its computer systems. The Company has completed a corporate-wide assessment of the Year 2000 readiness of microprocessor-controlled equipment such as robotics, CNC machines, and security and environmental systems. This assessment has revealed that at least 98% of all microprocessor-controlled equipment is currently compliant. The remaining 2%, which includes recent acquisitions, is currently under review. Any necessary upgrades to ensure Year 2000 readiness are expected to be in place by the end of September 1999. In addition, the Company has determined that all of its manufactured products are 100% Year 2000 compliant. The Company has initiated communications with its suppliers and customers to determine the extent to which systems, products or services are vulnerable to failure should those third parties fail to remediate their own Year 2000 issues. To date the Company has received responses to over 80% of its inquiries and no Year 2000 compliance problems have been identified from these responses. While we believe that our Year 2000 compliance plan adequately addresses potential Year 2000 concerns and to date no significant Year 2000 issues have been identified with our suppliers and customers, there can be no guarantee that the systems of other companies on which our operations rely will be compliant an a timely basis and will not have an effect on our operations. The Company has conducted preliminary contingency planning and identified the critical need areas. A high level approach incorporating manual workarounds, increasing critical inventories, identifying alternate suppliers, and adjusting staffing levels has been discussed and forms the basis for the initial contingency planning. The Company believes this level of planning is appropriate at the current time, however, the planning will be further expanded if warranted by future events. The cost of the Year 2000 initiatives is not expected to be material to the Company's results of operations or financial position. The forward looking statements contained in the Year 2000 Conversions should be read in conjunction with the Company's disclosures under the heading "Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995". -19- EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities," in June of 1998 which is effective for fiscal 2002. Statement No. 133 establishes accounting and reporting standards for hedging activities. It requires that entities recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The intended use of the derivative and its designation as either (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or a firm commitment (a fair value hedge) (2) a hedge of the exposure to variable cash flows of a forecasted transaction (a cash flow hedge), or (3) a hedge of the foreign currency exposure of a net investment in a foreign operation (a foreign currency hedge), will determine when the gains and losses on the derivatives are reported in earnings and when they are to be reported as a component of other comprehensive income. The impact of compliance with this Statement has not yet been determined by the Company. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the Company and its subsidiaries, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, the integration of acquisitions and other factors disclosed in the Company's periodic reports filed with the Commission. Consequently such forward-looking statements should be regarded as the Company's current plans, estimates and beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. -20- PART II. OTHER INFORMATION Item 1. Legal Proceedings - none. Item 2. Changes in Securities - none. Item 3. Defaults upon Senior Securities - none. Item 4. Submission of Matters to a Vote of Security Holders - none. Item 5. Other Information - none. Item 6. Exhibits and Reports on Form 8-K There are no exhibits. On May 18, 1999, the Company filed Form 8-K dated May 18, 1999 with respect to restatement of the by-laws. On May 26, 1999 the Company filed Form 8-K dated May 26, 1999 with respect to litigation instituted by the registrant. -21- 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: AUGUST 18, 1999 /S/ ROBERT L. MONTGOMERY, JR. --------------- ----------------------------- Robert L. Montgomery, Jr. Executive Vice President and Chief Financial Officer (Principal Financial Officer) -22- EX-27 2 FINANCIAL DATA SCHEDULE - 7/04/99
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0001005229 COLUMBUS MCKINNON CORPORATION 1,000 3-MOS MAR-31-2000 APR-01-1999 JUL-04-1999 3,484 0 135,797 0 114,127 284,161 135,710 45,271 765,339 107,186 426,248 0 0 147 195,125 765,339 181,601 181,601 134,489 134,489 26,247 0 8,279 12,833 6,439 6,394 0 0 0 6,394 .46 .45
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