STOCK TITAN

Columbus McKinnon (CMCO) reshapes portfolio with Kito buy and U.S. hoist sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Columbus McKinnon has completed the sale of its U.S. power chain hoist and chain manufacturing operations to Star Hoist Intermediate for $210.0 million in cash, with a possible additional $25.0 million earnout if the divested business exceeds a sales threshold in fiscal 2027–2028.

The company plans to use the divestiture proceeds, after taxes and transaction costs, to repay part of its new Term Loan B facility. This divestiture is presented together with the recently closed $2.7 billion cash acquisition of Kito Crosby, which is financed by a $1.650 billion Term Loan B, a $500.0 million revolving credit facility (with $75.0 million drawn), $900.0 million of 7.125% senior secured notes due 2033, and $800.0 million of 7.00% Series A convertible preferred shares.

Positive

  • None.

Negative

  • None.

Insights

Large leveraged acquisition paired with a targeted divestiture reshapes Columbus McKinnon’s portfolio and balance sheet.

Columbus McKinnon is absorbing Kito Crosby for aggregate consideration of $2.959 billion, funded mainly with new secured debt and $800.0 million of 7.00% convertible preferred shares. This significantly increases gross debt via a $1.650 billion Term Loan B, $900.0 million of 7.125% notes due 2033, and draws on a $500.0 million revolver.

The company simultaneously divested its U.S. power chain hoist and chain manufacturing operations for about $210 million in cash, with a potential $25.0 million earnout tied to 2027–2028 net sales. Pro forma schedules show higher interest expense and amortization from new intangibles, leading to pro forma net losses attributable to common shareholders, including basic pro forma loss per share of $5.16 for the nine months ended December 31, 2025 and $10.11 for the twelve months ended March 31, 2025.

The filing emphasizes that purchase price allocation, fair value estimates, and divestiture gain calculations are preliminary and may change within the measurement period. Future filings will show how actual post-closing performance, debt repayment using divestiture proceeds, and integration outcomes affect leverage, earnings, and the value of the 7.00% convertible preferred shares with an initial conversion price of $37.68 per common share.

COLUMBUS MCKINNON CORP false 0001005229 0001005229 2026-03-04 2026-03-04
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2026

 

 

COLUMBUS McKINNON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York   001-34362   16-0547600

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

13320 Ballantyne Corporate PlaceSuite D   Charlotte   NC   28277
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (716) 689-5400

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share   CMCO   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 2.01

Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Current Report on Form 8-K filed by Columbus McKinnon Corporation, a New York corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on January 14, 2026, the Company entered into an Equity Purchase Agreement, dated as of January 13, 2026 (the “Equity Purchase Agreement”), by and among the Company, Star Hoist Intermediate, LLC (“Buyer”) and Royal NY Company Holdings, LLC (“Holdings”) providing for the sale (the “Divestiture”) of 100% of the equity interests of Holdings and the Company’s U.S. power chain hoist (other than with respect to Little Mule® products) and chain manufacturing operations (the “Divested Business”).

On March 4, 2026, upon the terms and subject to the conditions set forth in the Equity Purchase Agreement, the Company completed the Divestiture. The aggregate consideration paid to the Company at the closing of the Divestiture was $210.0 million in cash, subject to customary adjustments for a transaction of this type, including working capital, to the extent actual working capital exceeded the negotiated upper or lower thresholds, indebtedness and transaction expenses. In addition, the Equity Purchase Agreement provides that the Company may receive an earnout payment of $25.0 million, provided that net sales of the Divested Business exceed a certain threshold during the 2027 and 2028 fiscal years.

The unaudited pro forma condensed combined statements of operations for the Company for the nine months ended December 31, 2025, as well as the twelve months ended March 31, 2025, and an unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2025, in each case giving effect to, among other things, the Divestiture, is attached hereto as Exhibit 99.1.

The foregoing description of the Equity Purchase Agreement, including the description of the transaction contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Purchase Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 14, 2026 and is incorporated herein by reference. The Equity Purchase Agreement has been included in this Current Report on Form 8-K to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about the Company, Holdings, Buyer or any of their respective subsidiaries. The representations, warranties and covenants contained in the Equity Purchase Agreement were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Equity Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Equity Purchase Agreement instead of establishing these matters as facts, and are subject to materiality qualifications contained in the Equity Purchase Agreement, which may differ from what may be viewed as material by shareholders of, or other investors in, the Company. Such shareholders and investors are not third-party beneficiaries under the Equity Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Holdings, Buyer or any of their respective subsidiaries or affiliates. Information related to the representations and warranties may change after the date of the Equity Purchase Agreement, and any changes to such information may not be reflected in the Company’s public filings.

 

Item 9.01

Financial Statements and Exhibits.

 

(b)

Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information of the Company, giving effect to, among other things, the Divestiture, is attached hereto as Exhibit 99.1:

 

   

Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025;

 

   

Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended December 31, 2025; and

 

   

Unaudited Pro Forma Condensed Combined Statements of Operations for the Twelve Months Ended March 31, 2025.

 

(d)

Exhibits.

 


EXHIBIT NUMBER

  

DESCRIPTION

2.1†    Equity Purchase Agreement, dated January 13, 2026, by and among Columbus McKinnon Corporation, Royal NY Company Holdings, LLC and Star Hoist Intermediate, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 14, 2026).
99.1    Unaudited pro forma condensed combined financial information of Columbus McKinnon Corporation.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.

 


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 hereunto duly authorized.

 

COLUMBUS McKINNON CORPORATION
By:  

/s/ Gregory P. Rustowicz

Name:   Gregory P. Rustowicz
Title:   Executive Vice President - Finance and Chief Financial Officer (Principal Financial Officer)

Dated: March 4, 2026

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On February 10, 2025, Columbus McKinnon Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the Company agreed to purchase all of the issued and outstanding equity of Kito Crosby Limited (“Kito Crosby”) (such acquisition being the “Kito Crosby Acquisition”), with Kito Crosby continuing as a wholly owned subsidiary of the Company following closing. On February 3, 2026, on the terms and subject to the conditions set forth in the Stock Purchase Agreement, the Company closed the Kito Crosby Acquisition.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 gives effect to the Kito Crosby Acquisition, the financing arrangements related thereto and the Divestiture (as defined below) (see “—Description of the Financing” and “—Description of the Divestiture” below for further details) as if those transactions (collectively, the “Transactions”) had been completed on December 31, 2025 and combines the historical unaudited condensed consolidated balance sheet of the Company as of December 31, 2025 with Kito Crosby’s historical unaudited condensed consolidated balance sheet as of September 30, 2025. Refer to Note 1—Basis of Presentation for more information regarding the differing balance sheet periods presented.

The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 and twelve months ended March 31, 2025 give effect to the Transactions as if they had occurred on April 1, 2024, the first day of the Company’s fiscal year 2025. The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 combines the Company’s historical unaudited condensed consolidated statement of operations for the nine months ended December 31, 2025 with Kito Crosby’s historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business (as defined below) from the Company’s results. The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2025 combines the historical audited consolidated statement of operations of the Company for the fiscal year ended March 31, 2025 with Kito Crosby’s historical unaudited consolidated combined statement of operations for the twelve months ended March 31, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results. Refer to Note 1—Basis of Presentation for more information regarding the differing fiscal year ends and periods presented.

The historical financial statements of the Company and Kito Crosby have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Transactions in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications have also been made to conform the historical financial statement presentation of Kito Crosby to that of the Company. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company’s management believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings due to operating efficiencies, or any other business changes or synergies that may result from the Transactions.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

 

1


   

the accompanying notes to the unaudited pro forma condensed combined financial information;

 

   

the separate audited financial statements of the Company as of and for the fiscal year ended March 31, 2025 and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025;

 

   

the separate unaudited financial statements of the Company as of and for the nine months ended December 31, 2025 and the related notes, included in the Company’s Quarterly Report on Form 10-Q for the nine months ended December 31, 2025;

 

   

the separate audited consolidated financial statements of Kito Crosby as of and for the fiscal year ended December 31, 2024 and the related notes; and

 

   

the separate unaudited condensed consolidated financial statements of Kito Crosby as of and for the nine months ended September 30, 2025 and September 30, 2024, and the related notes.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transactions related thereto had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the Company following the closing of the Transactions. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. Differences between these preliminary estimates and the final accounting for the Transactions may arise and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Company’s future results of operations and financial position following the closing of the Transactions. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

Description of the Kito Crosby Acquisition

The Company entered into the Stock Purchase Agreement to acquire all of the issued and outstanding equity of Kito Crosby from its existing equity holders for aggregate cash consideration of $2.7 billion on a cash-free, debt-free basis, subject to customary adjustments and transaction-related payments.

The Kito Crosby Acquisition was funded through a combination of proceeds from new debt facilities, proceeds from the issuance of the Notes (as defined herein) and proceeds from the issuance of Series A Cumulative Convertible Participating Preferred Shares, par value $1.00 per share (the “Preferred Shares”). In connection with the closing of the Kito Crosby Acquisition, the Company repaid outstanding indebtedness of Kito Crosby, as set forth in the applicable payout letters. In addition, Kito Crosby settled all outstanding in-the-money employee stock options immediately prior to the closing of the Kito Crosby Acquisition. No Kito Crosby equity awards were converted into Company equity awards or shares of the Company’s common stock or were assumed as part of the Company’s compensation program following the closing of the Kito Crosby Acquisition.

 

2


Description of the Financing

On February 3, 2026, in connection with the closing of the Kito Crosby Acquisition, the Company entered into a credit agreement (the “New Credit Agreement”) with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The New Credit Agreement provides for senior secured financing consisting of (i) a senior secured term loan B facility in an aggregate principal amount of $1.650 billion (the “Term Loan B Facility”) and (ii) a senior secured revolving credit facility in an aggregate principal amount of $500.0 million (the “Revolving Credit Facility”). The Term Loan B Facility was drawn in full at the closing of the Kito Crosby Acquisition and will mature on the date that is seven years after the Kito Crosby Acquisition closing date. The Revolving Credit Facility will mature on the date that is five years after the Kito Crosby Acquisition closing date and $75.0 million of the Revolving Credit Facility was drawn at the closing of the Kito Crosby Acquisition. Proceeds from the Term Loan B Facility and from the Revolving Credit Facility drawn on the date of the closing of the Kito Crosby Acquisition were used, together with the net proceeds from the offering of the Notes and the proceeds from the sale of the Preferred Shares, to finance the Kito Crosby Acquisition (including the repayment of Kito Crosby’s existing indebtedness), to refinance the Company’s senior secured credit facilities, to pay any related fees and expenses and to finance working capital and other general corporate purposes. In connection with the closing of the offering of the Notes and the Company’s entry into the New Credit Agreement, the Company terminated its debt commitment letter, dated as of February 10, 2025, with JPMorgan Chase Bank, N.A., which had provided for $3.05 billion of borrowings consisting of a term loan facility in the aggregate amount of up to $1.325 billion, a revolving facility in the aggregate amount of $500.0 million and a bridge loan facility in the aggregate amount of up to $1.225 billion (the “Bridge Facility”), in each case, to be used to finance the Kito Crosby Acquisition.

On January 30, 2026, the Company completed an offering of $900.0 million in aggregate principal amount of its 7.125% Senior Secured Notes due 2033 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), outside the United States to certain persons in reliance on Regulation S under the Securities Act or to “institutional” accredited investors (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under Regulation D promulgated under the Securities Act).

In connection with the Kito Crosby Acquisition, the Company also entered into an investment agreement with, among other parties, CD&R XII Keystone Holdings, L.P. (“CD&R Investor”), pursuant to which the CD&R Investor purchased 800,000 Preferred Shares for an aggregate purchase price of $800.0 million. The Preferred Shares accrue dividends at a rate of 7.00% per annum, compounded quarterly, payable in cash or in-kind, and are convertible into common shares of the Company at an initial conversion price of $37.68 per share, subject to customary anti-dilution adjustments.

Description of the Divestiture

On January 13, 2026, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Star Hoist Intermediate, LLC (“Star Hoist”) for the sale of its U.S. power chain hoist and chain manufacturing operations based out of its Damascus, Virginia and Lexington, Tennessee facilities and certain other assets (collectively, the “Divestiture Business” and such divestiture transaction being the “Divestiture”). On March 4, 2026, upon the terms and subject to the conditions of the Equity Purchase Agreement, the Company completed the Divestiture. Upon completion of the Divestiture, Star Hoist paid the Company cash consideration of approximately $210 million, subject to certain customary adjustments. The Company expects to use the equivalent of all of the proceeds from the Divestiture, net of tax effects and transaction-related costs, to repay a portion of the Term Loan B Facility, including all accrued interest through such date.

In connection with the Divestiture, the Company has agreed to temporarily provide certain technology, accounting, supply chain and other support services to Star Hoist as part of a transition services agreement (“TSA”). The Company expects to incur costs to support the TSA, which are expected to be charged to and reimbursed by Star Hoist. No activities associated with the TSA are reflected within the pro forma financial information as they are either not material or not determinable at this time. The Company does not expect the net activities related to the TSA to have a material effect on its financial position or results of operations.

 

3


Accounting for the Kito Crosby Acquisition

The Kito Crosby Acquisition is being accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate Kito Crosby Acquisition consideration has been allocated to Kito Crosby’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Kito Crosby Acquisition. The process of valuing the net assets of Kito Crosby immediately prior to the Kito Crosby Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate Kito Crosby Acquisition consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1—Basis of Presentation for more information.

Generally, unless indicated otherwise, financial data included in the pro forma unaudited condensed combined financial information is presented in thousands of U.S. Dollars and has been prepared on the basis of U.S. GAAP and the Company’s accounting policies.

Accounting for the Divestiture

The Divestiture is accounted for as a deconsolidation in accordance with ASC Topic 810, Consolidation. On the closing date of the Divestiture, the Company derecognized the assets and liabilities of the Divestiture Business and recognized in earnings a gain or loss equal to the consideration received from the Divestiture less the carrying amount of net assets disposed.

It is expected that the Divestiture will not meet the criteria to be classified as a discontinued operation under ASC Topic 205, Presentation of Financial Statements, because the disposal does not represent a strategic shift that has or is expected to have a major effect on the Company’s operations or financial results. Accordingly, the historical results of the Divestiture Business are presented within continuing operations.

For purposes of the unaudited pro forma condensed combined financial information, the Company has reflected the $210 million of gross proceeds received from the Divestiture. The unaudited pro forma condensed combined financial information removes historical assets, liabilities, and results of the Divestiture perimeter and reflects the expected use of the equivalent of all of the proceeds from the Divestiture, net of tax effects and transaction-related costs, to repay a portion of the Term Loan B Facility along with all accrued interest through such date. The ultimate accounting for the Divestiture will depend on closing date balances and may differ materially from the pro forma assumptions. Refer to Note 6 – Divestiture Adjustments for more information.

 

4


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025 ($ in 000’s)

 

    Columbus
McKinnon
Corporation
(Historical)
    Kito
Crosby

as
Reclassified
(Note 2)
    Kito Crosby
Acquisition
Adjustments
    Note 4     Financing
Adjustments
    Note 5   Columbus
McKinnon
Corporation
Adjusted
for Kito
Crosby
Acquisition
    Divestiture
Adjustments
    Note 6   Pro Forma
Combined
 

ASSETS

                   

Current assets:

                   

Cash and cash equivalents

  $ 35,484     $ 177,300     $ (2,995,808)       (a)     $ 2,888,505     (a)   $ 105,481     $ —      (a)   $ 105,481  

Trade accounts receivable, less allowance for credit losses

    174,326       191,000       —          —          365,326       (11,464)     (b)     353,862  

Inventories

    222,377       366,600       77,794       (b)       —          666,771       (21,384)     (b)     645,387  

Prepaid expenses and other

    49,726       41,100       2,136       (c)       —          92,962       (2,324)     (b)     90,638  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total current assets

  $ 481,913     $ 776,000     $ (2,915,878)       $ 2,888,505       $ 1,230,540     $ (35,172)       $ 1,195,368  

Property, plant and equipment, net

    102,384       270,700       108,762       (d)       —          481,846       (9,860)     (b)     471,986  

Goodwill

    731,546       133,197       794,016       (e)       —          1,658,759       (68,630)     (b)     1,590,129  

Other intangibles, net

    345,746       222,700       1,157,300       (f)       —          1,725,746       —          1,725,746  

Marketable securities

    10,465       —        —          —          10,465       —          10,465  

Deferred taxes on income

    10,158       —        —          —          10,158       —          10,158  

Other assets

    80,308       68,600       —          5,162     (b)     154,070       (1,018)     (b)     153,052  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total assets

  $ 1,762,520     $ 1,471,197     $ (855,800)       $ 2,893,667       $ 5,271,584     $ (114,680)       $ 5,156,904  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

                   

Current liabilities:

                   

Trade accounts payable

    90,822       100,100       —          —          190,922       (6,933)     (b)     183,989  

Accrued liabilities

    121,475       123,200       —          —          244,675       (2,493)     (b)     242,182  

Current portion of long-term debt and finance lease obligations

    50,829       10,000       (10,000)       (g)       25,000     (c)     75,829       (418)     (b)     75,411  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total current liabilities

  $ 263,126     $ 233,300     $ (10,000)       $ 25,000       $ 511,426     $ (9,844)       $ 501,582  

Term loan, AR securitization facility and finance lease obligations

    399,439       960,100       (960,100)       (g)       2,105,772     (d)     2,505,211       (160,161)     (a), (b)     2,345,050  

Other non-current liabilities

    177,104       128,400       282,300       (h)       —          587,804       —          587,804  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total liabilities

  $ 839,669     $ 1,321,800     $ (687,800)       $ 2,130,772       $ 3,604,441     $ (170,005)       $ 3,434,436  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Equity:

                   

Shareholders’ equity:

                   

Voting common stock

    287       135,300       (135,300)       (i)       —          287       —          287  

Treasury stock

    (11,000)       (12,300)       12,300       (i)       —          (11,000)       —          (11,000)  

Redeemable convertible preferred stock

    —        —        —          788,000     (e)     788,000       —          788,000  

Additional paid-in capital

    538,732       734,600       (734,600)       (i)       —          538,732       —          538,732  

Retained earnings

    386,829       (637,103)       606,300       (i)       (25,105)     (f)     330,921       55,325     (a)     386,246  

Accumulated other comprehensive income (loss)

    8,003       (83,300)       83,300       (i)       —          8,003       —          8,003  

Noncontrolling interest

    —        12,200       —          —          12,200       —          12,200  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total shareholders’ equity

  $ 922,851     $ 149,397     $ (168,000)       $ 762,895       $ 1,667,143     $ 55,325       $ 1,722,468  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Total liabilities and shareholders’ equity

  $ 1,762,520     $ 1,471,197     $ (855,800)       $ 2,893,667       $ 5,271,584     $ (114,680)       $ 5,156,904  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

See the accompanying notes to the unaudited pro forma condensed combined financial information.

 

5


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended December 31, 2025

($ in 000’s, except per share data)

 

    Columbus
McKinnon
Corporation
(Historical)
    Kito
Crosby

as
Reclassified
(Note 2)
    Kito Crosby
Acquisition
Adjustments
    Note 4     Financing
Adjustments
    Note 5   Columbus
McKinnon
Corporation
Adjusted
for Kito
Crosby
Acquisition
    Divestiture
Adjustments
    Note 6   Pro Forma
Combined
 

Net sales

  $ 755,622     $ 833,700     $ —        $ —        $ 1,589,322     $ (100,370   (c)   $ 1,488,952  
         

 

 

           

Cost of products sold

    499,083       522,520       14,958       (j)       —          1,036,561       (59,951   (c)     976,610  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Gross profit

  $ 256,539     $ 311,180     $ (14,958     $ —        $ 552,761     $ (40,419     $ 512,342  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Selling expenses

    86,430       76,414       —          —          162,844       (9,173   (c)     153,671  

General and administrative expenses

    99,277       98,840       —          —          198,117       (2,288   (c)     195,829  

Research and development expenses

    14,044       12,026       —          —          26,070       (876   (c)     25,194  

Amortization of intangibles

    22,940       14,639       78,411       (l)       —          115,990       —          115,990  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Income (loss) from operations

  $ 33,848     $ 109,261     $ (93,369     $ —        $ 49,740     $ (28,082     $ 21,658  

Interest and debt expense

    25,757       50,900       (50,900     (m)       119,604     (g)     145,361       (8,604   (e)     136,757  

Investment (income)

    (1,965     (700     —          —          (2,665     —          (2,665

Foreign currency exchange loss, net

    904       —        —          —          904       —          904  

Other (income) expense, net

    (138     700       —          —          562       (3       559  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Income (loss) before taxes

  $ 9,290     $ 58,361     $ (42,469     $ (119,604     $ (94,422   $ (19,475     $ (113,897

Income tax expense (benefit)

    595       18,800       5,960       (n)       (29,900   (i)     (4,545     (4,869   (g)     (9,414
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Net income (loss)

  $ 8,695     $ 39,561     $ (48,429     $ (89,704     $ (89,877   $ (14,606     $ (104,483

Net income attributable to noncontrolling interests

    —        900       —          —          900       —          900  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Net income (loss) attributable to common shareholders

  $ 8,695     $ 38,661     $ (48,429     $ (89,704     $ (90,777   $ (14,606     $ (105,383
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Earnings Per Share Attributable to Common Shareholders

                   

Basic income (loss) per share

    0.30                       (5.16

Diluted income (loss) per share

    0.30                       (5.12

Weighted Average Number of Shares Outstanding

                   

Basic

    28,704                       28,704  

Diluted

    28,906                       28,906  

See the accompanying notes to the unaudited pro forma condensed combined financial information

 

6


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Twelve Months Ended March 31, 2025

($ in 000’s, except per share data)

 

    Columbus
McKinnon
Corporation
(Historical)
    Kito
Crosby

as
Reclassified

(Note 2)
    Kito Crosby
Acquisition
Adjustments
    Note 4     Financing
Adjustments
    Note 5   Columbus
McKinnon
Corporation
Adjusted
for Kito
Crosby
Acquisition
    Divestiture
Adjustments
    Note 6     Pro Forma
Combined
 

Net sales

  $ 963,027     $ 1,083,300     $ —        $ —        $ 2,046,327     $ (135,455     (c)     $ 1,910,872  
         

 

 

           

Cost of products sold

    637,347       669,470       97,738       (j)       —          1,404,555       (75,019     (c)       1,329,536  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Gross profit

  $ 325,680     $ 413,830     $ (97,738     $ —        $ 641,772     $ (60,436     $ 581,336  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Selling expenses

    110,043       79,342       —          —          189,385       (4,955     (c)       184,430  

General and administrative expenses

    107,249       157,459       36,039       (k)       —          300,747       3,601       (c), (d)       304,348  

Research and development expenses

    23,869       14,229       —          —          38,098       —          38,098  

Amortization of intangibles

    29,946       18,100       105,967       (l)       —          154,013       —          154,013  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Income (loss) from operations

  $ 54,573     $ 144,700     $ (239,744     $ —        $ (40,471   $ (59,082     $ (99,553

Interest and debt expense

    32,426       87,500       (87,500     (m)       183,029     (g)     215,455       (11,472     (e)       203,983  

Investment (income)

    (1,302     —        —          —          (1,302     —          (1,302

Foreign currency exchange loss, net

    3,179       —        —          —          3,179       —          3,179  

Other (income) expense, net

    25,775       (300     —          4,739     (h)     30,214       (105,325     (f)       (75,111
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Income (loss) before taxes

  $ (5,505   $ 57,500     $ (152,244     $ (187,768     $ (288,017   $ 57,715       $ (230,302

Income tax expense (benefit)

    (367     24,600       (9,664     (n)       (46,943   (i)     (32,374     34,347       (g)       1,973  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Net income (loss)

  $ (5,138   $ 32,900     $ (142,580     $ (140,825     $ (255,643   $ 23,368       $ (232,275

Net income attributable to noncontrolling interests

    —        900       —          —          900       —          900  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Net income (loss) attributable to common shareholders

  $ (5,138   $ 32,000     $ (142,580     $ (140,825     $ (256,543   $ 23,368       $ (233,175
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

 

Earnings Per Share Attributable to Common Shareholders

                   

Basic income (loss) per share

    (0.18                     (10.11

Diluted income (loss) per share

    (0.18                     (10.11

Weighted Average Number of Shares Outstanding

                   

Basic

    28,738                       28,738  

Diluted

    28,738                       28,738  

See the accompanying notes to the unaudited pro forma condensed combined financial information

 

7


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X.

The Company’s historical financial statements and Kito Crosby’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2—Presentation of Kito Crosby – Reclassification Adjustments, certain reclassifications were made to align the Company and Kito Crosby’s financial statement presentation. The Company is currently in the process of evaluating Kito Crosby’s accounting policies and as a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Kito Crosby’s financial statements to the accounting policies used by the Company.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC Topic 805, with the Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of the Company and Kito Crosby. Under ASC Topic 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed is allocated to goodwill.

The allocation of aggregate purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. The Company intends to finalize valuations upon completion of the Kito Crosby Acquisition and will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the close of the Kito Crosby Acquisition. The assets and liabilities of Kito Crosby have been measured based on various preliminary estimates using assumptions that the Company believes are reasonable based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial information and could have a material impact on the Company’s future results of operations and financial position.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 is presented as if the Transactions had occurred on December 31, 2025 and combines the historical unaudited condensed consolidated balance sheet of the Company as of December 31, 2025 with the historical unaudited condensed consolidated balance sheet of Kito Crosby as of September 30, 2025, and reflects pro forma adjustments to remove the historical assets and liabilities of the Divestiture Business from the Company’s financial position. The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 and twelve months ended March 31, 2025 has been prepared as if the Transactions had occurred on April 1, 2024. The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 combines the Company’s historical unaudited condensed consolidated statement of operations for the nine months ended December 31, 2025 with Kito Crosby’s historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results. The unaudited pro forma condensed combined

 

8


statement of operations for the twelve months ended March 31, 2025 combines the Company’s historical audited consolidated statement of operations for the fiscal year ended March 31, 2025 with Kito Crosby’s historical unaudited consolidated statement of operations for the twelve months ended March 31, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results.

The Company’s fiscal year ends on March 31st, while Kito Crosby’s fiscal year ends on December 31st. As the Company’s fiscal year end differs by one quarter from Kito Crosby’s fiscal year end, the unaudited pro forma condensed combined statements of operations presented herein have been prepared using the differing fiscal periods as follows:

 

   

The unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 presented herein combines (i) the Company’s historical unaudited results for the nine months ended December 31, 2025, (ii) Kito Crosby’s historical results for the nine months ended September 30, 2025 and (iii) pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results.

 

   

The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2025 presented herein combines (i) the Company’s historical audited results for the fiscal year ended March 31, 2025, (ii) Kito Crosby’s historical results for the twelve months ended March 31, 2025, calculated as its year ended December 31, 2024 plus the three months ended March 31, 2025, less the three months ended March 31, 2024 and (iii) pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results.

As of the date of this filing, Kito Crosby’s audited consolidated financial statements for the year ended December 31, 2025 are not yet available because Kito Crosby is in the process of completing its annual audit and related year-end procedures. Accordingly, the unaudited pro forma condensed combined financial information has been prepared using Kito Crosby’s historical unaudited condensed consolidated balance sheet as of September 30, 2025 and the historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, which represent the most recent historical financial information of Kito Crosby available for purposes of this filing. As a result, the unaudited pro forma condensed combined balance sheet as of December 31, 2025 reflects Kito Crosby’s financial position as of September 30, 2025 and the unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 does not include Kito Crosby’s results for the three months ended December 31, 2025. Actual results for Kito Crosby for the year ended December 31, 2025, when available, may differ materially from the historical interim results included herein.

In addition, due to the alignment of Kito Crosby’s fiscal year ended December 31, 2024 with the Company’s fiscal year ended March 31, 2025, the three-month period ended March 31, 2025 for Kito Crosby is reflected in both the annual unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2025 and the interim unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from (i) the Kito Crosby Acquisition or any acquisition or integration costs that may be incurred or (ii) the Divestiture or any disposal or separation costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. There are no material transactions between the Company and Kito Crosby during the periods presented. Accordingly, there are no adjustments to eliminate transactions between the Company and Kito Crosby reflected in the unaudited pro forma condensed combined financial information.

 

9


Note 2 – Presentation of Kito Crosby – Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Kito Crosby’s financial information to identify differences in accounting policies as compared to those of the Company and differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Kito Crosby’s financial statements to the accounting policies used by the Company. However, certain reclassification adjustments have been made to conform Kito Crosby’s historical unaudited financial statement presentation to the Company’s audited financial statement presentation.

 

  A.

Refer to the table below for a summary of reclassification adjustments made to present Kito Crosby’s balance sheet as of September 30, 2025 to conform with that of the Company’s:

 

(in 000’s)                        

Columbus McKinnon
Balance Sheet Line Items

  Kito Crosby Historical
Balance Sheet Line Items
    Kito Crosby As of
September 30, 2025
    Reclassification     Kito Crosby Reclassed  

ASSETS

       

Current assets:

       

Cash and cash equivalents

    Cash and cash equivalents     $ 177,300     $ —      $ 177,300  

Trade accounts receivable, less allowance for credit losses

    Accounts receivable       191,000       —        191,000  

Inventories

    Inventories, net       366,600       —        366,600  

Prepaid expenses and other

   
Prepaid expenses and other
current assets
 
 
    16,700       24,400       41,100  
    Income taxes receivable       24,400       (24,400     —   
   

 

 

   

 

 

   

 

 

 

Total current assets

    $ 776,000     $ —      $ 776,000  

Property, plant and equipment, net

   
Property, plant and
equipment, net
 
 
    270,700       —        270,700  

Goodwill

    Goodwill, net       133,197       —        133,197  

Other intangibles, net

    Other intangible assets, net       222,700       —        222,700  

Marketable securities

      —        —        —   

Deferred taxes on income

      —        —        —   

Other assets

    Other non-current assets       68,600       —        68,600  
   

 

 

   

 

 

   

 

 

 

Total assets

    $ 1,471,197     $ —      $ 1,471,197  
   

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

       

Current liabilities:

       

Trade accounts payable

    Accounts payable     $ 100,100     $ —      $ 100,100  

Accrued liabilities

   
Accrued expenses and other
current liabilities
 
 
    123,200       —        123,200  

Current portion of long-term debt and finance lease obligations

   
Current portion of long-term
debt
 
 
    10,000       —        10,000  
   

 

 

   

 

 

   

 

 

 

Total current liabilities

    $ 233,300     $ —      $ 233,300  

Term loan, AR securitization facility and finance lease obligations

    Long-term debt       960,100       —        960,100  

Other non-current liabilities

    Other non-current liabilities       48,100       80,300       128,400  
   
Retirement benefit
obligations
 
 
    26,000       (26,000     —   
   
Deferred income tax
liabilities, net
 
 
    54,300       (54,300     —   
   

 

 

   

 

 

   

 

 

 

Total liabilities

    $ 1,321,800     $ —      $ 1,321,800  
   

 

 

   

 

 

   

 

 

 

Shareholders’ equity:

       

Voting common stock

    Common stock       1,700       133,600       135,300  
    Deferred shares       133,600       (133,600     —   

Treasury stock

    Treasury stock, at cost       (12,300     —        (12,300

Redeemable convertible preferred stock

      —        —        —   

Additional paid-in capital

    Additional paid-in capital       734,600       —        734,600  

Retained earnings

    Accumulated deficit       (637,103     —        (637,103

Accumulated other comprehensive loss

   
Accumulated other
comprehensive loss
 
 
    (83,300     —        (83,300

Noncontrolling interest

    Noncontrolling interest       12,200       —        12,200  
   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

    $ 149,397     $ —      $ 149,397  
   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

    $ 1,471,197     $ —      $ 1,471,197  
   

 

 

   

 

 

   

 

 

 

 

10


  B.

Refer to the table below for a summary of adjustments made to present Kito Crosby’s statement of operations for the nine months ended September 30, 2025 to conform with that of the Company’s:

 

(in 000’s)                        

Columbus McKinnon Corporation Statement
of operations Line Items

  Kito Crosby Historical Statement of
operations Line Items
    Kito Crosby Nine
Months Ended of
September 30, 2025
    Reclassification     Kito Crosby Reclassed  

Net sales

    Net sales     $ 833,700     $ —      $ 833,700  

Cost of products sold

    Cost of sales       512,600       9,920       522,520  
   

 

 

   

 

 

   

 

 

 

Gross profit

    $ 321,100     $ (9,920   $ 311,180  
   

 

 

   

 

 

   

 

 

 

Selling expenses

      —        76,414       76,414  

General and administrative expenses

      —        98,840       98,840  

Research and development expenses

      —        12,026       12,026  
   
Selling, distribution and administrative
expenses
 
 
    197,200       (197,200     —   

Amortization of intangibles

    Amortization of intangible assets       14,639       —        14,639  
   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

    $ 109,261     $ —      $ 109,261  

Interest and debt expense

    Interest expense, net       50,900       —        50,900  

Investment (income) loss

      —        (700     (700
    Unrealized gain on derivative       100       (100     —   
    Realized gain on derivative       (800     800       —   

Foreign currency exchange loss (gain), net

      —        —        —   

Other (income) expense, net

    Other income expense       700       —        700  
   

 

 

   

 

 

   

 

 

 

Income (loss) before taxes

    $ 58,361     $ —      $ 58,361  

Income tax expense (benefit)

    Income tax expense       18,800       —        18,800  
   

 

 

   

 

 

   

 

 

 

Net income (loss)

    $ 39,561     $ —      $ 39,561  

Net income attributable to noncontrolling interests

   
Net income attributable to
noncontrolling interest
 
 
    900       —        900  
   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common shareholders

    $ 38,661     $ —      $ 38,661  
   

 

 

   

 

 

   

 

 

 

 

  C.

Refer to the table below for a summary of adjustments made to present Kito Crosby’s statement of operations for the twelve months ended March 31, 2025 to conform with that of the Company’s:

 

11


(in 000’s)                        

Columbus McKinnon
Statement of operations Line Items

  Kito Crosby Historical
Statement of operations Line Items
    Kito Crosby Twelve
Months Ended
March 31, 2025
    Reclassification     Kito
Crosby Reclassed
 

Net sales

    Net sales     $ 1,083,300     $ —      $ 1,083,300  

Cost of products sold

    Cost of sales       662,400       7,070       669,470  
   

 

 

   

 

 

   

 

 

 

Gross profit

    $ 420,900     $ (7,070   $ 413,830  
   

 

 

   

 

 

   

 

 

 

Selling expenses

      —        79,342       79,342  

General and administrative expenses

      —        157,459       157,459  

Research and development expenses

      —        14,229       14,229  
   
Selling, distribution and administrative
expenses
 
 
    258,100       (258,100     —   

Amortization of intangibles

    Amortization of intangible assets       18,100       —        18,100  
   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

    $ 144,700     $ —      $ 144,700  

Interest and debt expense

    Interest expense, net       87,500       —        87,500  

Investment (income) loss (1)

      —        —        —   
    Unrealized gain on derivative       4,200       (4,200     —   
    Realized gain on derivative       (4,200     4,200       —   

Foreign currency exchange loss (gain), net

      —        —        —   

Other (income) expense, net

    Other income expense       (300     —        (300
   

 

 

   

 

 

   

 

 

 

Income (loss) before taxes

    $ 57,500     $ —      $ 57,500  

Income tax expense (benefit)

    Income tax expense       34,500       (9,900     24,600  
    New market tax credit extinguishment       (9,900     9,900       —   
   

 

 

   

 

 

   

 

 

 

Net income (loss)

    $ 32,900     $ —      $ 32,900  

Net income attributable to noncontrolling interests

   
Net income attributable to
noncontrolling interest
 
 
    900       —        900  
   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common shareholders

    $ 32,000     $ —      $ 32,000  
   

 

 

   

 

 

   

 

 

 

 

(1)

Kito Crosby’s Unrealized gain on derivative and Realized gain on derivative income statement line items are both reclassified to Investment (income) loss. Given the amounts offset, the resulting reclassified amount is presented as zero.

Note 3 – Preliminary purchase price allocation

Estimated Aggregate Acquisition Consideration

The base purchase price for the Kito Crosby Acquisition of $2.7 billion is on a cash-free, debt-free basis, subject to customary closing adjustments and transaction-related payments. These include legal, accounting, and advisory fees incurred by Kito Crosby and paid by the Company at closing.

 

(in 000’s)

   Amount  

Pro forma transaction accounting acquisition adjustments:

  

Base purchase price

   $ 2,700,000  

Plus: Purchase price adjustments (1)

     254,057  

Plus: Transaction expenses paid on behalf of Kito Crosby

     5,712  
  

 

 

 

Total purchase consideration

   $  2,959,769  
  

 

 

 

 

(1)

Purchase price adjustments estimate the contractual adjustments for the Kito Crosby Acquisition based on information available (e.g., Kito Crosby tax attributes, pension obligation credits received, and a net working capital adjustment).

Estimated Preliminary Purchase Price Allocation

The table below represents an estimated preliminary purchase price allocation based on estimates, assumptions, valuations, and other analyses based on Kito Crosby’s balance sheet as of September 30, 2025. The total preliminary estimated purchase consideration is allocated to the tangible and intangible assets and liabilities of Kito Crosby based on their estimated fair values as if the Kito Crosby Acquisition had occurred on December 31, 2025, which is the assumed Kito Crosby Acquisition date for purposes of the unaudited

 

12


pro forma condensed combined balance sheet. Other than the items specifically noted below, Kito Crosby’s assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. Based on the information available at the time of preparation of this unaudited pro forma condensed combined financial information, the Company believes that these carrying values approximate fair values. The Company has not completed the final allocation of the purchase price for the Kito Crosby Acquisition. Therefore, the acquired assets and liabilities assumed are reflected at their preliminary estimated fair values with the excess consideration recorded as goodwill. The final valuation could result in a material difference from the amounts shown.

The following table summarizes the preliminary purchase price as if the Kito Crosby Acquisition occurred on December 31, 2025.

 

(in 000’s)

   Amount  

Pro forma transaction accounting acquisition adjustments:

  

Total Consideration Paid

   $ 2,959,769  

Book value of net assets acquired at December 31, 2025

     149,397  

Adjusted for:

  

Elimination of existing goodwill and intangible assets

     (355,897

Repayment of Kito Crosby debt, net of unamortized debt issuance costs

     970,100  
  

 

 

 

Adjusted book value of net assets acquired

   $ 763,600  

Adjustments to:

  

Inventories

     77,794  

Property, plant and equipment, net

     108,762  

Other intangibles, net

     1,380,000  

Other non-current liabilities

     (285,400
  

 

 

 

Net assets acquired (excluding goodwill)

   $ 2,044,756  

Kito Crosby noncontrolling interest

     (12,200

Goodwill

     927,213  
  

 

 

 

Reconciliation to consideration transferred

   $ 2,959,769  
  

 

 

 

Note 4 – Transaction Accounting Acquisition Adjustments

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

(a) The pro forma adjustment to Cash and cash equivalents consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting acquisition adjustments:

  

Acquisition of Kito Crosby inclusive of estimated purchase price adjustments

   $  (2,954,057)  

Company transaction costs

     (36,039)  

Kito Crosby transaction costs paid by Company

     (5,712)  
  

 

 

 

Pro forma adjustment to Cash and cash equivalents

   $ (2,995,808)  
  

 

 

 

 

13


(b) Represents an adjustment of $77,794 to increase the carrying value of Inventories to their estimated fair value as of the Kito Crosby Acquisition date.

(c) Represents an adjustment of $2,136 to increase Prepaid expenses and other to establish an income tax receivable associated with Company transaction costs.

(d) Represents an adjustment of $108,762 to increase the carrying value of Property, plant and equipment, net to its estimated fair value as of the Kito Crosby Acquisition date.

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

 

     Estimated
Useful Life (in
years)
 

Site improvements

     20 - 40  

Buildings & improvements

     20 - 40  

Machinery & equipment

     5  

Computer software

     4  

Furniture, fixtures & equipment

     5 - 20  

Transportation equipment

     3  

Tooling

     5  

Computer & networking equipment

     4  

(e) The pro forma adjustment to Goodwill consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting acquisition adjustments:

  

Goodwill resulting from the Kito Crosby Acquisition

   $ 927,213  

Elimination of Kito Crosby’s historical goodwill

     (133,197
  

 

 

 

Pro forma adjustment to Goodwill

   $ 794,016  
  

 

 

 

(f) The pro forma adjustment to Other intangibles, net consists of the following:

 

(in 000’s)

   Amount      Estimated Useful
Life

(in years)
 

Pro forma transaction accounting acquisition adjustments:

     

Fair value of customer relationships

   $  1,092,900        11  

Fair value of trade names

     287,100        9 - 13  

Elimination of Kito Crosby’s historical intangibles

     (222,700   
  

 

 

    

Pro forma adjustment to Other intangibles, net

   $ 1,157,300     
  

 

 

    

 

14


(g) Represents adjustments of $(960,100) and $(10,000) to eliminate the historical Kito Crosby long-term and short-term debt balances, respectively, including any related unamortized debt issuance costs. The adjustments reflect the repayment of Kito Crosby debt obligations by the Company at the closing of the Kito Crosby Acquisition, as set forth in the Stock Purchase Agreement.

(h) The pro forma transaction adjustments to Other non-current liabilities consist of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting acquisition adjustments:

  

Deferred tax liabilities from the Kito Crosby Acquisition

   $  285,400  

Deferred tax liabilities from Company transaction costs

     (3,100
  

 

 

 

Pro forma adjustment to Other non-current liabilities

   $ 282,300  
  

 

 

 

(i) The pro forma adjustments to Shareholders’ equity consist of the following:

 

(in 000’s)

   Voting
common
stock
     Treasury
stock
     Additional
paid-in-

capital
     Retained
earnings
     Accumulated
other
comprehensive
income (loss)
 

Pro forma transaction accounting acquisition adjustments:

              

Elimination of Kito Crosby’s historical equity

   $ (135,300)        12,300        (734,600)        637,103        83,300  

Company transaction costs, net of tax

     —         —         —         (30,803)        —   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Pro forma adjustment to Shareholders’ Equity

   $  (135,300)        12,300        (734,600)        606,300        83,300  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Pro Forma Transaction Accounting Acquisition Adjustments to the unaudited pro forma condensed combined statement of operations

(j) The pro forma adjustment to Cost of products sold consists of the following:

 

(in 000’s)

   Nine Months
ended December

31, 2025
     Twelve Months
ended
March 31, 2025
 

Pro forma transaction accounting acquisition adjustments:

     

Fair-value step up of acquired inventory (1)

   $ —       $ 77,794  

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

     14,958        19,944  
  

 

 

    

 

 

 

Pro forma adjustment to Cost of products sold

   $ 14,958      $ 97,738  
  

 

 

    

 

 

 

 

  (1)

These costs are nonrecurring in nature and not anticipated to affect the unaudited pro forma condensed combined statement of operations beyond twelve months after the closing of the Transactions.

(k) Represents an adjustment of $36,039 for the twelve months ended March 31, 2025 to General and administrative expenses to record transaction costs incurred by the Company in connection with the acquisition of Kito Crosby.

(l) The pro forma adjustment to Amortization of intangibles consists of the following:

 

15


(in 000’s)

   Nine Months
ended December

31, 2025
     Twelve Months
ended March

31, 2025
 

Pro forma transaction accounting acquisition adjustments:

     

Pro forma amortization expense on acquired customer relationships

   $ 74,516      $ 99,355  

Pro forma amortization expense on acquired trade names

     18,534        24,712  

Removal of historical Kito Crosby amortization of intangibles

   $ (14,639)      $  (18,100)  
  

 

 

    

 

 

 

Pro forma adjustment to Amortization of intangibles

     78,411        105,967  
  

 

 

    

 

 

 

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $9,305 for nine months ended December 31, 2025 and $12,407 for the twelve months ended March 31, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Kito Crosby Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(m) Represents an adjustment of $(50,900) and $(87,500) for the nine months ended December 31, 2025 and twelve months ended March 31, 2025, respectively, to Interest and debt expense to eliminate historical Kito Crosby interest expense and amortization of debt issuance costs associated with the debt repaid by the Company as of the Kito Crosby Acquisition date.

(n) Reflects the income tax effect of the pro forma transaction accounting acquisition adjustments calculated using a weighted average statutory rate of 25%.

Note 5 – Transaction Accounting Financing Adjustments

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

 

16


(a) The pro forma adjustment to Cash and cash equivalents consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting financing adjustments:

  

Inflows:

  

Cash received from Term Loan B Facility

   $ 1,650,000  

Cash received from Notes

     900,000  

Cash received from Preferred Shares issuance

     800,000  

Cash received from draw on Revolving Credit Facility

     75,000  
  

 

 

 

Total inflows

   $ 3,425,000  

Outflows:

  

Cash paid to extinguish Company debt

   $ (441,073

Debt issuance costs and financing fees for Term Loan B Facility, Notes, Bridge Facility, Revolving Credit Facility and discount on Term Loan B Facility

     (83,422

Cash paid for Preferred Shares issuance costs

     (12,000
  

 

 

 

Total outflows

   $ (536,495
  

 

 

 

Pro forma adjustment to Cash and cash equivalents

   $ 2,888,505  
  

 

 

 

(b) The pro forma adjustment to Other assets consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting financing adjustments:

  

Revolving Credit Facility fees

   $ 6,119  

Extinguishment of the Company’s existing revolving credit facility

     (957
  

 

 

 

Pro forma adjustment to Other assets

   $ 5,162  
  

 

 

 

(c) The pro forma adjustment to Current portion of long-term debt and finance lease obligations consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting financing adjustments:

  

Extinguishment of Company short-term debt

   $ (50,000

Draw on Revolving Credit Facility

     75,000  
  

 

 

 

Pro forma adjustment to Current portion of long-term debt and finance lease obligations

   $ 25,000  
  

 

 

 

(d) The pro forma adjustment to Term loan, AR securitization facility and finance lease obligations consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting financing adjustments:

  

Issuance of Term Loan B Facility

   $ 1,650,000  

Issuance of Notes

     900,000  

Less: Debt issuance costs and financing fees for the Term Loan B Facility and Notes and discount on Term Loan B Facility

     (55,876

Extinguishment of Company long-term debt

     (388,352
  

 

 

 

Pro forma adjustment to Term loan, AR securitization facility and finance lease obligations

   $ 2,105,772  
  

 

 

 

(e) The pro forma adjustment to Redeemable convertible preferred stock consists of the following:

 

17


(in 000’s)

   Amount  

Pro forma transaction accounting financing adjustments:

  

Issuance of Preferred Shares

   $ 800,000  

Less: Issuance costs

     (12,000
  

 

 

 

Pro forma adjustment to Redeemable convertible preferred stock

   $ 788,000  
  

 

 

 

(f) The pro forma adjustment to Retained earnings consists of the following:

 

(in 000’s)

   Amount  

Pro forma transaction accounting financing adjustments:

  

Bridge Facility fees

   $ (18,374

Other financing fees

     (3,053

Extinguishment of existing Company long-term debt (1)

     (2,721

Extinguishment of existing Company revolving credit facility (1)

     (957
  

 

 

 

Pro forma adjustment to Retained earnings

   $ (25,105
  

 

 

 

 

(1)

Reflects the unamortized deferred financing fees associated with the repaid Company term loan and terminated revolving credit facility.

Pro Forma Transaction Accounting Financing Adjustments to the unaudited pro forma condensed combined statement of operations

(g) The pro forma adjustment to Interest and debt expense consists of the following:

 

(in 000’s)

   Nine Months
ended December
31, 2025
     Twelve Months
ended March
31, 2025
 

Pro forma transaction accounting financing adjustments:

     

Interest expense and fees on new debt commitments (1)

   $ 142,865      $ 193,465  

Bridge Facility upfront fees

     —         18,375  

Amortization of Revolving Credit Facility fees

     918        1,224  

Eliminate interest expense and fees on the replaced financing

     (24,179      (30,035
  

 

 

    

 

 

 

Pro forma adjustment to Interest and debt expense

   $ 119,604      $ 183,029  
  

 

 

    

 

 

 

 

(1)

For purposes of this pro forma adjustment, the weighted-average interest rate used for the incremental long-term debt was 7.15%. A change of 1/8% to the interest rate on the Term Loan B Facility would change interest expense by 1,547 and 2,063 for nine months ended December 31, 2025 and the twelve months ended March 31, 2025, respectively.

(h) Represents an adjustment of $4,739 to Other (income) expense, net to reflect a loss on extinguishment of the Company’s historical term loan and revolving credit facility for the twelve months ended March 31, 2025. The loss represents the write-off of unamortized deferred financing fees associated with repaid term loan and the terminated revolving credit facility.

(i) Reflects the income tax effect of the pro forma transaction accounting financing adjustments calculated using a weighted average statutory rate of 25% for the nine months ended December 31, 2025 and for the twelve months ended March 31, 2025.

 

18


Note 6 – Divestiture Adjustments

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

(a) Reflects the receipt of $210,000 of gross cash proceeds from the Divestiture. Of this amount, $160,000 is used to repay a portion of the Term Loan B Facility, including all accrued interest through such date of repayment, $45,000 is used to pay taxes on the sale, and $5,000 is used for transaction costs, resulting in no net change to cash and cash equivalents. No adjustment has been made to the sale proceeds from the Divestiture to give effect to any potential post-closing adjustments under the terms of the Equity Purchase Agreement for the Divestiture. For pro forma presentation purposes, a corresponding entry of $55,325 is recorded as an adjustment to retained earnings to reflect the excess of net proceeds over the carrying amount of net assets divested in the Divestiture, offset by the related tax expense and transaction costs.

(b) Represents the elimination of assets and liabilities related to the Divestiture Business.

The allocation of goodwill to the Divestiture has been made on a relative fair value basis and has not been finalized, is subject to change, and could vary materially from the pro forma amounts presented herein. The pro forma adjustment is based on estimates and certain preliminary information and has been made solely for the purpose of providing the pro forma unaudited financial statements presented above. Final valuations will be performed as of the closing date of the Divestiture and changes to the relative fair values of relevant balance sheet amounts will result in adjustments to the goodwill allocation, and those adjustments may be material.

Pro Forma Divestiture Adjustments to the unaudited pro forma condensed combined statement of operations

(c) Represents the elimination of pre-tax historical net sales, cost of products sold, and other expenses related to the Divestiture Business within the unaudited pro forma condensed combined statement of operations for the nine months ended December 31, 2025 and for the twelve months ended March 31, 2025.

(d) Reflects the increase in General and administrative expenses of $5,000 for the estimated Divestiture transaction costs for the twelve months ended March 31, 2025.

(e) Reflects the decrease in Interest and debt expense of $8,604 and $11,472 of the Company associated with the repaid long-term debt for the nine months ended December 31, 2025 and for the twelve months ended March 31, 2025, respectively.

(f) Reflects a $105,325 pre-tax gain of sale from the Divestiture Business for the twelve months ended March 31, 2025. This is a non-recurring item. The actual gain recorded upon transaction close may be subject to material change and will be based on amounts at the close date.

(g) Reflects the income tax effect of the pro forma Divestiture adjustments calculated using a weighted average statutory tax rate of 25% for the nine months ended December 31, 2025 and for the twelve months ended March 31, 2025.

 

19


Note 7 – Pro Forma Loss Per Share

Pro forma loss per share consists of the following:

 

(in 000’s)

   Nine months
ended December
31, 2025
     Twelve Months
ended March
31, 2025
 

Pro forma transaction accounting financing adjustments:

     

Pro forma net income (loss) attributable to controlling interests

   $ (105,383    $ (233,175

Dividends on Preferred Shares

     (42,739      (57,487
  

 

 

    

 

 

 

Pro Forma net income (loss) available to common shareholders

   $ (148,122    $ (290,662

Pro forma basic loss per share

     

Historical average basic shares outstanding

     28,704        28,738  
  

 

 

    

 

 

 

Pro forma basic loss per share

   $ (5.16    $ (10.11
  

 

 

    

 

 

 

Pro forma diluted loss per share

     

Historical average basic shares outstanding

     28,906        28,738  
  

 

 

    

 

 

 

Pro forma diluted loss per share

   $ (5.12    $ (10.11
  

 

 

    

 

 

 

 

20

FAQ

What business did Columbus McKinnon (CMCO) sell on March 4, 2026?

Columbus McKinnon sold its U.S. power chain hoist and chain manufacturing operations, excluding Little Mule products, based in Damascus, Virginia and Lexington, Tennessee. These assets, defined as the Divestiture Business, were transferred to Star Hoist Intermediate under an equity purchase agreement.

How much cash did Columbus McKinnon (CMCO) receive from the divestiture?

The company received approximately $210 million in cash at closing, subject to customary working capital and other adjustments. It may also earn up to an additional $25 million if the divested business exceeds a specified net sales threshold during fiscal 2027 and 2028.

How will Columbus McKinnon (CMCO) use the divestiture proceeds?

Columbus McKinnon expects to use the equivalent of all divestiture proceeds, net of taxes and transaction costs, to repay a portion of its Term Loan B Facility, including accrued interest. This reduces a small part of the new secured debt taken on to fund the Kito Crosby acquisition.

What are the key terms of Columbus McKinnon’s Kito Crosby acquisition?

The company agreed to acquire all equity of Kito Crosby for $2.7 billion cash, subject to adjustments. Total consideration is estimated at $2.959 billion including adjustments and transaction expenses, with Kito Crosby becoming a wholly owned subsidiary after closing on February 3, 2026.

How did Columbus McKinnon (CMCO) finance the Kito Crosby acquisition?

Financing includes a $1.650 billion Term Loan B, a $500 million revolving credit facility with $75 million drawn, $900 million of 7.125% senior secured notes due 2033, and $800 million of 7.00% Series A convertible preferred shares purchased by a CD&R investor.

What do the pro forma results show for Columbus McKinnon (CMCO) after these transactions?

Pro forma statements, assuming the transactions from April 1, 2024, show higher interest and amortization, resulting in net losses attributable to common shareholders. Pro forma basic loss per share is $5.16 for nine months ended December 31, 2025, and $10.11 for twelve months ended March 31, 2025.

What are the terms of Columbus McKinnon’s new preferred shares?

The company issued 800,000 Series A Cumulative Convertible Participating Preferred Shares for $800 million. These accrue 7.00% annual dividends, compounded quarterly, payable in cash or in kind, and are initially convertible into common stock at $37.68 per share, subject to anti-dilution adjustments.

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