XNAS:CMCO Columbus McKinnon Corp Annual Report 10-K Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended March 31, 2012

Commission file number 0-27618
 

 
COLUMBUS McKINNON CORPORATION
(Exact name of Registrant as specified in its charter)

New York
 
16-0547600
(State of Incorporation)
 
(I.R.S. Employer Identification Number)

140 John James Audubon Parkway
Amherst, New York 14228-1197
(Address of principal executive offices, including zip code)

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


Securities pursuant to section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value (and rights attached thereto)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  o   No   x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes   o   No   x
 
Indicate by checkmark 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.Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K    x.
 


 
 

 
 
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
 
Large accelerated filer  o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o  No x
 
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 30, 2011 (the second fiscal quarter in which this Form 10-K relates) was approximately $212 million, based upon the closing price of the Company’s common shares as quoted on the Nasdaq Stock Market on such date. The number of shares of the Registrant’s common stock outstanding as of May 22, 2012 was 19,400,526 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for its 2012 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Registrant’s fiscal year ended March 31, 2012 are incorporated by reference into Part III of this report.
 
 
 

 
 
COLUMBUS McKINNON CORPORATION
 
2012 Annual Report on Form 10-K
 
This annual report contains “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 our actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by us and our subsidiaries, conditions affecting our customers and suppliers, competitor responses to our products and services, the overall market acceptance of such products and services, the integration of acquisitions and other factors set forth herein under “Risk Factors.” We use words like “will,”  “may,”  “should,” “plan,”  “believe,”  “expect,” “anticipate,” “intend,” “future” and other similar expressions to identify forward looking statements.  These forward looking statements speak only as of their respective dates and we do not undertake and specifically decline 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 changes. Our actual operating results could differ materially from those predicted in these forward-looking statements, and any other events anticipated in the forward-looking statements may not actually occur.
 
 
3

 
 
 
Part I
   
     
 
Item 1.
5
       
 
Item 1A.
17
       
 
Item 1B.
21
       
 
Item 2.
21
       
 
Item 3.
21
       
 
Item 4.
22
       
Part II    
       
 
Item 5.
23
       
 
Item 6.
25
       
 
Item 7.
27
       
 
Item 7A
36
       
 
Item 8.
38
       
 
Item 9.
90
       
 
Item 9A.
90
       
 
Item 9B.
92
       
Part III.
   
     
 
Item 10.
92
       
 
Item 11.
92
       
 
Item 12.
92
       
 
Item 13.
92
       
 
Item 14.
92
       
Part IV
   
     
 
Item 15
93
 
 
PART I
 
Item 1. 
 
General
 
We are a leading global designer, manufacturer and marketer of hoists, rigging tools, cranes, actuators, and other material handling products serving a wide variety of commercial and industrial end-user markets. Our products are used to efficiently and ergonomically move, lift, position and secure objects and loads. We are the U.S. market leader in hoists, our principal line of products, as well as certain chain, forged attachment, and actuator products which we believe provides us with a strategic advantage in selling our other products. We have achieved this leadership position through strategic acquisitions, our extensive, diverse and well-established distribution channels and our commitment to product innovation and quality. We have one of the most comprehensive product offerings in the industry and we believe we have more overhead hoists in use in North America than all of our competitors combined. Additionally, we believe we are the market leader of manual hoist and actuator products in Europe, which provides us further opportunity to sell our other products through our existing distribution channels in that region.  Our products are sold globally and our brand names, including CM, Coffing, Chester, Duff-Norton, Pfaff, Shaw-Box and Yale, are among the most recognized and well-respected in the marketplace.
 
Our business is cyclical in nature and sensitive to changes in general economic conditions, including changes in the manufacturing industry capacity utilization, industrial production and the general economic activity indicators, like GDP.  Both U.S. and Eurozone capacity utilization are leading market indicators for the Company.  US industrial capacity utilization increased to 78.4% in April 2012, trending up from 74.8% in April 2011.  Eurozone capacity utilization has also been trending higher for the last seven quarters, reaching 79.8% in March 2012 compared with the trough of 69.6% in June 2009.
 
Our Position in the Industry
 
 The broad, global material handling industry includes the following sectors:
 
overhead material handling and lifting devices;
 
continuous materials movement;
 
wheeled handling devices;
 
pallets, containers and packaging;
 
storage equipment and shop furniture;
 
automation systems and robots; and
 
services and unbundled software.
 
The breadth of our products and services enables us to participate in most of these sectors. This diversification, together with our extensive and varied distribution channels, minimizes our dependence on any particular product, market or customer. We believe that none of our competitors offers the variety of products or services in the markets we serve.
 
We believe that the demand for our products and services will be aided by several macro-economic growth drivers. These drivers include:
 
 
Productivity Enhancement - We believe employers respond to competitive pressures by seeking to maximize productivity and efficiency, among other actions. Our hoists and other lifting and positioning products allow loads to be lifted and placed quickly, precisely, with little effort and fewer people, thereby increasing productivity and reducing cycle time.  Further, emphasis on “Lean” techniques by many companies increases demand for our lifting and positioning products for use in single-piece flow workstation applications.
 
Safety Regulations -   Driven by workplace safety regulations such as the Occupational Safety and Health Act and the Americans with Disabilities Act in the U.S. and other safety regulations around the world, and by the general competitive need to reduce costs such as health insurance premiums and workers’ compensation expenses, employers seek safer ways to lift and position loads. Our lifting and positioning products enable these tasks to be performed with reduced risk of personal injury.
 
Consolidation of Suppliers - In an effort to reduce costs and increase productivity, our channel partners and end-user customers are increasingly consolidating their suppliers. We believe that our broad product offering combined with our well established brand names will enable us to benefit from this consolidation and enhance our market share.
 
Our Competitive Strengths
 
Leading North American Market Positions -   We are a leading manufacturer and marketer of hoists, alloy and high strength carbon steel chain and attachments, and actuators in North America.  We have developed our leading market positions over our 137-year history by emphasizing technological innovation, manufacturing excellence and superior service. Approximately 62% of our U.S. net sales for the year ended March 31, 2012 were from product categories in which we believe we hold the number one market share. We believe that the strength of our established products and brands and our leading market positions provide us with significant competitive advantages, including preferred supplier status with a majority of our largest channel partners and end user customers. Our large installed base of products also provides us with a significant competitive advantage in selling our products to existing customers as well as providing repair and replacement parts.
 
The following table summarizes the product categories where we believe we are the U.S. market leader:
 
Product Category
 
U.S. Market Share
   
U.S. Market Position
   
Percentage of
U.S. Net Sales
 
                         
Powered Hoists (1)
    45 %     #1       18 %
Manual Hoists & Trolleys (1)
    51 %     #1       14 %
Forged Attachments (1)
    28 %     #1       9 %
Lifting and Sling Chains (1)
    49 %     #1       5 %
Hoist Parts (2)
    48 %     #1       10 %
Mechanical Actuators (3)
    43 %     #1       4 %
Tire Shredders (4)
    80 %     #1       1 %
Jib Cranes (5)
    25 %     #1       1 %
 
                    62 %
 

 
(1)
Market share and market position data are internal estimates derived from survey information collected and provided by our trade associations in 2011.
 
 
(2)
Market share and market position data are internal estimates based on our market shares of Powered Hoists and Manual Hoists & Trolleys, which we believe are good proxies for our Hoist Parts market share because we believe most end-users purchase Hoist Parts from the original equipment supplier.

 
(3)
Market share and market position data are internal estimates derived by comparison of our net sales to net sales of one of our competitors and to estimates of total market sales from a trade association in 2011.
 
 
 
(4)
Market share and market position data are internal estimates derived by comparing the number of our tire shredders in use and their capacity to estimates of the total number of tires shredded published by a trade association in 2011.
 
 
(5)
Market share and market position are internal estimates derived from both the number of bids we win as a percentage of the total projects for which we submit bids and from estimates of our competitors’ net sales based on their relative position in distributor catalogues in 2011.
 
Comprehensive Product Lines and Strong Brand Name Recognition - We believe we offer the most comprehensive product lines in the markets we serve. We offer engineering and design services to help channel partners and end users solve material handling problems. Most of our products are maintenance, repair and operating tools which work in conjunction with each other to create a complete lifting system.  We complement our product offerings with engineering and design services to assist our channel partners and end-users in finding the optimal solution for their material handling needs. Our capability as a full-line supplier has allowed us to (i) provide our customers with “one-stop shopping” for material handling equipment, which meets some customers’ desires to reduce the number of their supply relationships in order to lower their costs, (ii) leverage our engineering, product development and marketing costs over a larger sales base and (iii) achieve purchasing efficiencies on common materials used across our product lines.  No single SKU comprises more than 1% of our sales, a testament to our broad and diversified product offering.
 
In addition, our brand names, including Budgit, Chester, CM, Coffing, Duff-Norton, Little Mule, Pfaff, Shaw-Box and Yale, are among the most recognized and respected in the industry.  The CM and Yale names have been synonymous with powered hoists and manual hoists and were first developed and marketed under these brand names in the early 1900s.  We believe that our strong brand name recognition has created customer loyalty and helps us maintain existing business, as well as capture additional business.  We are at the forefront of innovation in our industry and continually introduce new products to meet our changing customer needs.  Products introduced during the three fiscal years ended March 31, 2012 account for approximately 20.4% of our net sales; achieving our goal from last year to increase this from 17.2% to 20%.
 
Distribution Channel Diversity and Strength - Our products are sold to over 15,000 general and specialty distributors, end users and OEMs globally.  We enjoy long-standing relationships with, and are a preferred provider to, the majority of our largest distributors and industrial buying groups.  There has been consolidation among distributors of material handling equipment and we have benefited from this consolidation by maintaining and enhancing our relationships with our leading distributors, as well as forming new relationships.  We believe our extensive distribution channels provide a significant competitive advantage and allow us to effectively market new product line extensions and promote cross-selling. Our largest distributor represents approximately 3.3% of our total net sales and our top 10 customers represent approximately 16% of our total net sales.
 
Expanding Non-U.S. Markets - We have significantly grown our non-U.S. sales since becoming a public company in 1996.  Our non-U.S. sales have grown from $34,300,000 (representing 16% of total sales) in fiscal 1996 to $268,654,000 (representing 45% of our total sales) during the year ended March 31, 2012.  This growth has occurred primarily in Europe, Latin America and Asia-Pacific. We have nine offices in China to sell into this growing industrial market. Our non-U.S. business has provided us, and we believe will continue to provide us, with significant growth opportunities and new markets for our products.
 
"Non-U.S. sales" as expressed throughout Items 1 and 7 of this Form 10-K, are defined as sales to customers located outside of the United States.

Efficient Operations with Low-Cost Structure -    We are extremely focused on optimizing our cost structure and have taken a number of steps towards reducing our costs, including: consolidating facilities, promoting a “Lean” culture, manufacturing in low cost jurisdictions, coordinating purchasing activities across the organization and selectively outsourcing non-critical functions. The actions we have taken to date have eliminated fixed costs from our operations and provided us with significant operating leverage as the economic conditions in our markets continue to improve. Our operating leverage goal is for each incremental sales dollar to generate 30%-40% of additional operating income, in addition to the fixed cost savings realized from our facility consolidation activities.
 
 
Rationalization and Consolidation - We have a history of consolidating manufacturing facilities and optimizing warehouse utilization, resulting in lower annual operating costs and improving our fixed-variable cost relationship. During our fiscal year ended March 31, 2010, we initiated further consolidation of our North American hoist and rigging operations in accordance with our strategy. We completed the closure of one of our manufacturing facilities in Cedar Rapids, Iowa and significantly downsized manufacturing at a second facility in Mexico in the third quarter of the fiscal year ended March 31, 2010. Additionally, we completed the closure of a third facility in Muskegon, Michigan in the first quarter of the fiscal year ended March 31, 2011.
 
Lean Culture -   We have been applying “Lean” techniques since 2001 and our efforts have resulted in increased inventory turns, reduced manufacturing floor space, and an improvement in productivity. We have witnessed the benefits of “Lean” principles in our manufacturing operations and are now working to develop a “Lean” culture throughout our organization—improving our processes and reducing waste in all forms in all of our business activities.
 
Expansion Outside the U.S. - Our continued expansion of our manufacturing facilities in China and Hungary provides us with a cost efficient platform to manufacture and distribute certain of our products and components. We now operate 12 major manufacturing facilities in six countries, with 39 stand-alone sales and service offices in 17 countries and 10 warehouse facilities in five countries.
 
Consolidated Purchasing Activities -   We continue to leverage our company-wide purchasing power through our Purchasing Council to reduce our costs and manage fluctuations in commodity pricing, including steel.
 
Selective Integration and Outsourcing - We manufacture many of the critical parts and components used in the manufacture of our hoists and lifting systems, resulting in reduced costs. We also evaluate outsourcing opportunities for non-critical operations and components.
 
Strong After-Market Sales and Support - We believe that we retain customers and attract new customers due to our ongoing commitment to customer service and ultimate satisfaction.  We have a large installed base of hoists and rigging tools that drives our after-market sales for replacement units and components and repair parts.  We maintain strong relationships with our distribution channel partners and provide prompt service to end-users of our products through our authorized network of 14 chain repair stations and approximately 260 hoist service and repair stations. We also work closely with end users to design the appropriate lifting systems using our products to help them solve their material handling problems.
 
We also provide a wide variety of training and certification programs to the users of our products.  These training and certification programs include crane inspection and operation training and certification, hoist inspection and repair training and certification, various rigging training courses, load securement training, and CM entertainment technology equipment training and certification classes.
 
Consistent Free Cash Flow Generation and Significant Debt Reduction—We have consistently generated positive free cash flow (which we define as net cash provided by operating activities less capital expenditures) through periods of economic uncertainty by continually controlling our costs, improving our working capital management and reducing the capital intensity of our manufacturing operations. In the past five years, despite the economic downturn, we have reduced total net debt (defined as total debt less cash and cash equivalents) by $47,100,000, from $110,700,000 to $63,600,000 at March 31, 2012. We manage our capital structure conservatively while maintaining flexibility to pursue attractive strategic growth opportunities.
 

Experienced Management Team with Equity Ownership - Our senior management team provides significant depth and continuity of experience in the material handling industry, supplemented by expertise in growing businesses, aggressive cost management, balance sheet management, efficient manufacturing techniques and acquiring and integrating businesses and global operations. This diverse experience has been critical to our success to date and will be instrumental to our long-term growth. Our management promotes the ownership of company stock by the executive officers and directors to align the interests of our leadership team with those of our stakeholders.

Our Strategy
 
Invest in New Products and Targeted Markets.    We intend to leverage our competitive advantages to increase our market shares across all of our product lines and geographies by:
 
Introducing New Products—We continue to expand our business by developing new material handling products and services and expanding the breadth of our product lines to address the material handling needs of our customers. We design our powered hoist lines to many international standards including the FEM (European and Asian), ANSI (U.S.) and other standard setting bodies to ensure maximum utility for these products across geographies. We employ the StageGate process to enhance discipline and focus in our new product development program. New product sales (as defined by new items introduced within the last three years) amounted to $121,000,000 in the fiscal year ended March 31, 2012, or 20.4% of total sales achieving our goal of having new products amounting to at least 20% of total sales.  New product sales amounted to $90,000,000 in the fiscal year ended March 31, 2011 (17.2% of total sales) and $74,500,000 in the fiscal year ended March 31, 2010 (15.6% of total sales).
 
     
Leveraging Our Distribution Channel Relationships and Vertical Market Knowledge—Our large, diversified, global customer base, our extensive distribution channels and our close relationships with end-users and channel partners provide us with insights into customer preferences and product requirements that allow us to anticipate and address the future needs of the marketplace. We are also investing in key vertical markets that will help us increase our revenues.
 
     
Broadening Our Product Offering—Developing and offering a broad range of products to our channel partners is an important element of our strategy. Industrial channel partners offer a broad array of industrial components that are used by many end-user markets. We continue to review and add new material handling components to broaden our product offering, but also remove some products that we find duplicative or not marketable.
 
 
Continue to Grow in Non-U.S. Markets -   Our non-U.S. sales of $268,654,000 comprised 45% of our net sales for the year ended March 31, 2012, as compared with $241,970,000, or 46% in fiscal 2011 and $34,300,000, or 16% of our net sales, in fiscal 1996, the year we became a public company.  Although we have made significant progress, our goal is to continue to increase our presence outside the U.S to capitalize on the higher growth opportunities and continue to diversify our business profile. We presently sell to distributors in over 50 countries and have our primary non-U.S. manufacturing facilities in China, Germany, United Kingdom, Hungary, Mexico and France.  In addition to new product introductions, we continue to expand our sales and service presence in the major and developing market areas of Asia-Pacific, Europe, and Latin America and have sales offices and warehouse facilities in Canada, various countries in Western and Eastern Europe, China, Thailand, Brazil, Uruguay, Panama and Mexico.  We intend to increase our sales in Asia-Pacific by manufacturing a broader array of high quality, low-cost products and components in China. We have developed and are continuing to expand upon new hoist and other products in compliance with global standards and international designs to enhance our global distribution.
 
Focus on Operational Excellence -  Our objective is to provide the highest quality products and services at prices consistent with the value created for our customers. We continually evaluate our costs and challenge the global supply and manufacturing chain to reduce costs. Our view is that a market-focused sales and marketing effort along with low operating costs will prove to be successful for both our customers and for the Company. We continually seek ways to reduce our operating costs and increase our manufacturing productivity, while maintaining quality. Ongoing programs include our efforts to further develop our “Lean” culture throughout the organization, the completion of our facility rationalization programs in the U.S., the consolidation of our facilities within China, our continued search for new ways to leverage our purchasing power through our Purchasing Council and the continued focus on enhancing the efficiency of our global supply chain. Our operating leverage goal is for each incremental sales dollar to generate 30% to 40% of additional operating income, in addition to the fixed cost savings realized from our facility consolidation activities.
 

Pursue Strategic Acquisitions and Alliances; Evaluate Existing Business Portfolio -   We intend to pursue synergistic acquisitions to complement our organic growth.  Priorities for such acquisitions include:  1) increasing international geographic penetration, particularly in the Asia-Pacific region and other emerging markets, and 2) further broadening our offering with complementary products frequently used in conjunction with hoists.  Additionally, we continually challenge the long-term fit of our businesses for potential divestiture and redeployment of capital.
 
Our Business
 
ASC Topic 280 “Segment Reporting” establishes the standards for reporting information about operating segments in financial statements.   We provide our products and services through one operating and reportable segment.
 
We design, manufacture and distribute a broad range of material handling products for various applications. Products include a wide variety of electric, lever, hand and air-powered hoists, hoist trolleys, winches, industrial crane systems such as bridge, gantry and jib cranes; alloy and carbon steel chain; closed-die forged attachments, such as hooks, shackles, textile slings, clamps, logging tools and load binders; industrial components, such as mechanical and electromechanical actuators and rotary unions; below-the-hook special purpose lifters; tire shredders; and light-rail systems. These products are typically manufactured for stock or assembled to order from standard components and are sold primarily through a variety of commercial distributors and to a lesser extent, directly to end-users. The diverse end-users of our products are in a variety of industries including: manufacturing, power generation and distribution, utilities, wind power, warehouses, commercial construction, oil exploration and refining, petrochemical, marine, ship building, transportation and heavy duty trucking, agriculture, logging and mining. We also serve a niche market for the entertainment industry including permanent and traveling concerts, live theater and sporting venues.
 
 Products
 
Nearly 80% of our net sales are derived from the sale of products that we sell at a unit price of less than $5,000. Of our fiscal 2012 sales, $323,291,000 or 55% were U.S. and $268,654,000, or 45% were international. The following table sets forth certain sales data for our products, expressed as a percentage of net sales for fiscal 2012 and 2011:
 
   
Fiscal Years Ended March 31,
 
   
2012
   
2011
 
Hoists
    59 %     55 %
Rigging tools
    18       20  
Industrial cranes
    7       8  
Actuators and rotary unions
    14       15  
Other
    2       2  
      100 %     100 %
 
 
Hoists - We manufacture a wide variety of electric chain hoists, electric wire rope hoists, hand-operated hoists, winches, lever tools and air-powered hoists. Load capacities for our hoist product lines range from one-eighth of a ton to 100 tons. These products are sold under our Budgit, Chester, CM, Coffing, Little Mule, Pfaff, Shaw-Box, Yale and other recognized brands. Our hoists are sold for use in numerous general industrial applications, as well as for use in the construction, energy, mining, food services, entertainment and other markets. We also supply hoist trolleys, driven manually or by electric motors, for the industrial, consumer and OEM markets.
 
We also offer several lines of standard and custom-designed, below-the-hook tooling, clamps, and textile strappings. Below-the-hook tooling, textile and chain slings and associated forgings, and clamps are specialized lifting apparatus used in a variety of lifting activities performed in conjunction with hoisting or lifting applications.
 
Rigging Tools -   We manufacture alloy and carbon steel chain for various industrial and consumer applications. U.S. federal regulations require the use of alloy chain, which we first developed, for overhead lifting applications because of its strength and wear characteristics. A line of our alloy chain is sold under the Herc-Alloy brand name for use in overhead lifting, pulling and restraining applications. In addition, we also sell specialized load chain for use in hoists, as well as three grades and multiple sizes of carbon steel welded-link chain for various load securing and other non-overhead lifting applications. We also manufacture kiln chain sold primarily to the cement manufacturing market.
 
We produce a broad line of alloy and carbon steel closed-die forged attachments, including hooks, shackles, hitch pins and master links. These forged attachments are used in chain, wire rope and textile rigging applications in a variety of industries, including transportation, mining, construction, marine, logging, petrochemical and agriculture.
 
In addition, we manufacture carbon steel forged and stamped products, such as load binders, logging tools and other securing devices, for sale to the industrial, consumer and logging markets through industrial distributors, hardware distributors, mass merchandiser outlets and OEMs.
 
Industrial Cranes -   We participate in the U.S. crane manufacturing and servicing markets through our offering of overhead bridge, jib and gantry cranes.  Our products are sold under the CES, Abell-Howe, Gaffey and Washington Equipment brands. Crane builders represent a specific distribution channel for electric wire rope hoists, chain hoists and other crane components.
 
Actuators and Rotary Unions -    Through our Duff-Norton and Pfaff divisions, we design and manufacture industrial components such as mechanical and electromechanical actuators and rotary unions. Actuators are linear motion devices used in a variety of industries, including the transportation, paper, steel, energy, aerospace and many other commercial industries. Rotary unions are devices that transfer a liquid or gas from a fixed pipe or hose to a rotating drum, cylinder or other device. Rotary unions are used in a variety of industries including pulp and paper, printing, textile and fabric manufacturing, rubber and plastic.
 
Other -   This category includes tire shredders and light-rail systems.  We have developed and patented a line of heavy equipment that shreds whole tires, for use in recycling the various components of a tire including: rubber and steel. These recycled products also can be used as aggregate, playgrounds, sports surfaces, landscaping and other such applications, as well as scrap steel.  Light-rail systems are portable steel overhead beam configurations used at workstations, from which hoists are an integral component.
 
Sales and Marketing
 
Our sales and marketing efforts consist of the following programs:
 
Factory-Direct Field Sales and Customer Service -   We sell our products through our sales force of more than 125 sales people and through independent sales agents worldwide. We compensate our sales force through a combination of base salary and a commission plan based on top line sales and a pre-established sales quota.
 
Product Advertising -    We promote our products by advertising in leading trade journals as well as producing and distributing high quality information catalogs. We run targeted advertisements for hoists, chain, forged attachments, actuators, and cranes.
 
 
Target Marketing -   With increased emphasis beginning in fiscal 2010, we provide marketing literature to target specific end-user market sectors including entertainment, construction, energy, mining, food service and others.  This literature displays our broad product offering applicable to those sectors to enhance awareness at the end-user level within those sectors. We also employ vertical market specialists to support our field sales force to assist our customers with solving their material handling application needs.
 
Trade Show Participation -   Trade shows are an effective way to promote our products to distributors and end users.  Shows can range in size from distributor “open houses” to large, global shows such as CeMAT held in Hanover, Germany.   Through partnerships with our distributors, we have expanded our reach to the end user while strengthening our distribution network.  In fiscal 2012, we focused primarily on shows related to targeted industries.  Examples include LDI (USA) and PALM Expo (China) for the entertainment industry, OTC (USA), Brasil Offshore (Brazil), and Expo Petrolera (Mexico) for the oil and gas industry, and the Railway and Harbours Conference (S. Africa) for the transportation industry.
 
Industry Association Membership and Participation -   As a recognized industry leader, we have a long history of work and participation in a variety of industry associations. Our management is directly involved in numerous industry associations including the following: ISA (Industrial Supply Association), AWRF (Associated Wire Rope Fabricators), PTDA (Power Transmission and Distributors Association), SCRA (Specialty Carriers and Riggers Association), WSTDA (Web Sling and Tie Down Association), MHI (Material Handling Institute), HMI (Hoist Manufacturers Institute), CMAA (Crane Manufacturers Association of America), ESTA (Entertainment Services and Technology Association), NACM (National Association of Chain Manufacturers) and ARA (American Rental Association).
 
Product Standards and Safety Training Classes -   We conduct on-site training and certification programs worldwide for distributors and end-users to promote and reinforce the attributes of our products and their safe use and operation in various material handling applications.  These training and certification programs include crane inspection and operation training and certification, hoist inspection and repair training and certification, various rigging training courses, load securement training, and entertainment technology equipment training and certification classes.
 
Web Sites -    Our main corporate web site www.cmworks.com supports the Company’s broad product offering providing product data, maintenance manuals and related information for 11 brands within our product portfolio.  The site also provides detailed search and simultaneous product comparisons, the ability to submit “Requests for Quotations” and allow users to be able chat live with a member of our customer service department.  In addition to our main site we maintain an additional 20 sites supporting various product lines, industry segments and geographies.  Within these sites we currently sell Towing products, Training, and standard hoist products manufactured by Pfaff.  Distributors also have access to a secure, extranet portal website allowing them to enter sales orders, search pricing information, check order status, and product serial number information.
 
 Distribution and Markets
 
Our distribution channels include a variety of commercial distributors. In addition, we sell overhead bridge, jib and gantry cranes as well as certain Pfaff products directly to end-users. The following describes our global distribution channels:
 
General Distribution Channels -   Our global general distribution channels consist of:
 
Industrial distributors that serve local or regional industrial markets and sell a variety of products for maintenance repair, operating and production, or MROP, applications through their own direct sales force.
 
     
Rigging shops that are distributors with expertise in rigging, lifting, positioning and load securing. Most rigging shops assemble and distribute chain, wire rope and synthetic slings and distribute manual hoists and attachments, chain slings and other products.
 
 
 
12

 
Independent crane builders that design, build, install and service overhead crane and light-rail systems for general industry and also distribute a wide variety of hoists and crane components. We sell electric wire rope hoists and chain hoists as well as crane components, such as end trucks, trolleys, drives and electrification systems to crane builders.
 
 
Specialty Distribution Channels -   Our global specialty distribution channels consist of:
 
National distributors that market a variety of MROP supplies, including material handling products, either exclusively through large, nationally distributed catalogs, or through a combination of catalog, internet and branch sales and a field sales force. The customer base served by national distributors such as W. W. Grainger, which traditionally included smaller industrial companies and consumers, has grown to include large industrial accounts and integrated suppliers.
 
     
Material handling specialists and integrators that design and assemble systems incorporating hoists, overhead rail systems, trolleys, scissor lift tables, manipulators, air balancers, jib arms and other material handling products to provide end-users with solutions to their material handling problems.
 
     
Entertainment equipment distributors that design, supply and install a variety of material handling and rigging equipment for concerts, theaters, ice shows, sporting events, convention centers and night clubs.
 
 
Pfaff International Direct -   Our German-based Pfaff business markets and sells most of its actuators and certain of its hoist products direct to end-users, providing an additional method to market for us in the European region.
 
Crane End-Users -   We market and sell overhead bridge, jib and gantry cranes, parts and service to end-users through our wholly owned crane builder, Crane Equipment & Service, Inc. (“CES”). CES which includes Abell-Howe, Gaffey and Washington Equipment brands designs, manufactures, installs and services a variety of cranes with capacities up to 100 tons.
 
Service-After-Sale Distribution Channel -   Service-after-sale distributors include our authorized network of 14 chain repair service stations and approximately 260 hoist service and repair stations throughout North America. This service network is designed for easy parts and service access for our large installed base of hoists and related equipment in that region.
 
OEM/Government Distribution Channels -    This channel consists of:
 
OEMs that supply various component parts directly to other industrial manufacturers as well as private branding and packaging of our traditional products for material handling, lifting, positioning and special purpose applications.
 
     
Government agencies, including the U.S. and Canadian Navies and Coast Guards, that purchase primarily load securing chain and forged attachments. We also provide our products to the U.S government for a variety of military applications.
 
 
Customer Service and Training
 
We maintain customer service departments staffed by trained personnel for all of our sales divisions, and regularly schedule product and service training schools for all customer service representatives and field sales personnel. Training programs for distribution and service station personnel, as well as for end-users, are scheduled on a regular basis at most of our facilities and in the field. We have approximately 260 service and repair stations worldwide that provide local and regional repair, warranty and general service work for distributors and end-users. End-user trainees attending our various programs include representatives of 3M, Cummins Engine, DuPont, General Electric, John Deere, Praxair and many other industrial and entertainment organizations.
 
We also provide, in multiple languages, a variety of collateral material in video, CD-ROM, slide and print format addressing relevant material handling topics such as the care, use and inspection of chains and hoists, and overhead lifting and positioning safety. In addition, we sponsor advisory boards made up of representatives of our primary distributors and service-after-sale network members who are invited to participate in discussions focused on improving products and service. These boards enable us and our primary distributors to exchange product and market information relevant to industry trends.
 
Backlog
 
Our backlog of orders at March 31, 2012 was approximately $114,180,000 compared to approximately $89,393,000 at March 31, 2011. Our orders for standard products are generally shipped within one week. Orders for products that are manufactured to customers’ specifications are generally shipped within four to twelve weeks. Given the short product lead times, we do not believe that the amount of our backlog of orders is a reliable indication of our future sales.  Fluctuations in backlog reflect the project oriented nature of certain aspects of our business.
 
 Competition
 
The material handling industry remains highly fragmented. We face competition from a wide range of regional, national and international manufacturers globally. In addition, we often compete with individual operating units of larger, highly diversified companies.
 
The principal competitive factors affecting our business include customer service and support as well as product availability, performance, functionality, brand reputation, reliability and price. Other important factors include distributor relationships and territory coverage.
 
Major competitors for hoists are Konecranes, Demag Cranes and Kito (and its U.S. subsidiary Harrington); for chain are Campbell Chain, Peerless Chain Company and American Chain and Cable Company; for forged attachments are The Crosby Group and Brewer Tichner Company; for cranes are Konecranes, Demag Cranes and a variety of independent crane builders; for actuators and rotary unions are Deublin, Joyce-Dayton and Nook Industries; for tire shredders is Granutech; and for light-rail systems is Gorbel.
 
Employees
 
At March 31, 2012, we had 2,549 employees; 1,520 in the U.S./Canada, 66 in Latin America, 736 in Europe and 227 in Asia. Approximately 13% of our employees are represented under four separate U.S. or Canadian collective bargaining agreements which terminate at various times between August 2013 and April 2015. We also have various labor agreements with our non-U.S. employees which we negotiate from time to time. We believe that our relationship with our employees is good and that the risk of a disruption in production related to these negotiations is remote.
 
 
Raw Materials and Components
 
Our principal raw materials and components are steel, consisting of structural steel, processed steel bar, forging bar steel, steel rod and wire, steel pipe and tubing and tool steel; electric motors; bearings; gear reducers; castings; and electro-mechanical components.  These commodities are all available from multiple sources.  We purchase most of these raw materials and components from a limited number of strategic and preferred suppliers under long-term agreements which are negotiated on a company-wide basis through our Purchasing Council to take advantage of volume discounts.  We generally seek to pass on materials price increases to our distribution channel partners and end-user customers.  We will continue to monitor our costs and reevaluate our pricing policies.  Our ability to pass on these increases is determined by market conditions.
 
Hedging Activities
 
We use derivative instruments to manage selected foreign currency exposures. The Company does not use derivative instruments for speculative trading purposes.

We use foreign currency forward agreements and cross-currency swaps to offset changes in the value of intercompany loans to certain foreign subsidiaries due to changes in foreign exchange rates.  In addition, we use foreign currency forward agreements to i) hedge changes in the value of booked foreign currency liabilities due to changes in foreign exchange rates at the settlement date and ii) to hedge a portion of forecasted inventory purchases and sales denominated in a foreign currency.

Manufacturing
 
We complement our own manufacturing by outsourcing components and finished goods from an established global network of suppliers. We regularly upgrade our global manufacturing facilities and invest in tooling, equipment and technology. In 2001, we began implementing Lean improvement techniques in our business which has resulted in inventory reductions in required manufacturing floor area, shorter product lead time and increased productivity.
 
Our manufacturing operations are highly integrated. Although raw materials and some components such as motors, bearings, gear reducers, castings and electro-mechanical components are purchased, our vertical integration enables us to produce many of the components used in the manufacturing of our products. We manufacture hoist lifting chain, steel forged gear blanks, lift wheels, trolley wheels, and hooks and other attachments for incorporation into our hoist products. These products are also sold as spare parts for hoist repair. Additionally, our hoists are used as components in the manufacture of crane systems by us as well as our crane-builder customers.
 
  Environmental and Other Governmental Regulation
 
Like most manufacturing companies, we are subject to various federal, state and local laws relating to the protection of the environment. To address the requirements of such laws, we have adopted a corporate environmental protection policy which provides that all of our owned or leased facilities shall, and all of our employees have the duty to, comply with all applicable environmental regulatory standards, and we have initiated an environmental auditing program for our facilities to ensure compliance with such regulatory standards. We have also established managerial responsibilities and internal communication channels for dealing with environmental compliance issues that may arise in the course of our business. We have made and could be required to continue to make significant expenditures to comply with environmental requirements.  Because of the complexity and changing nature of environmental regulatory standards, it is possible that situations will arise from time to time requiring us to incur additional expenditures in order to ensure environmental regulatory compliance. However, we are not aware of any environmental condition or any operation at any of our facilities, either individually or in the aggregate, which would cause expenditures having a material adverse effect on our results of operations, financial condition or cash flows and, accordingly, have not budgeted any material capital expenditures for environmental compliance for fiscal 2013.
 
 
We notified the North Carolina Department of Environment and Natural Resources (the “DENR”) in April 2006 of the presence of certain contaminants in excess of regulatory standards at our Coffing Hoist facility in Wadesboro, North Carolina. We filed an application with the DENR to enter its voluntary cleanup program and were accepted.  We investigated under the supervision of a DENR Registered Environmental Consultant (“the REC”) and have commenced voluntary clean-up at the facility. At this time, additional remediation costs are not expected to exceed the accrued balance of $200,000.
 
In March of 2007, we also discovered the presence of certain contaminants in excess of regulatory standards at our Damascus, Virginia hoist plant and have notified the Virginia Department of Environmental Quality (the “DEQ”).  We filed an application with the DEQ to participate in its voluntary remediation program and have been accepted.    We are currently investigating under the terms of the DEQ Voluntary Remediation Program and, if appropriate, will remediate site conditions at the facility. At this time, investigative and remediation costs are not expected to be significant.
 
In June of 2007, we were identified by the New York State Department of Environmental Conservation (“the DEC”), along with other companies, as a potential responsible party (“PRP”) at the Frontier Chemical Royal Avenue Site in Niagara Falls, New York.  From 1974 to 1992, the Frontier Royal Avenue Site had been operated as a commercial waste treatment and disposal facility.  We sent waste sulfuric acid pickling solution generated at our facility in Tonawanda, New York to the Frontier Royal Avenue Site during the period from approximately 1982 to 1984.  We have joined with other PRP members known as the Frontier Chemical Site Joint Defense Alliance Group to conduct investigation and, if appropriate, remediation activities at the site.  We do not believe that such costs will have a material adverse effect on our financial condition, operating results or cash flows.
 
For all of the currently known environmental matters, we have accrued a total of $356,000 as of March 31, 2012 which, in our opinion, is sufficient to deal with such matters. Further, we believe that the environmental matters known to, or anticipated by us should not, individually or in the aggregate, have a material adverse effect on our operating results or financial condition. However, there can be no assurance that potential liabilities and expenditures associated with unknown environmental matters, unanticipated events, or future compliance with environmental laws and regulations will not have a material adverse effect on us.
 
Our operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally OSHA in the U.S. and regulations thereunder. We believe that we are in substantial compliance with these laws and regulations and do not believe that future compliance with such laws and regulations will have a material adverse effect on our operating results, financial condition, or liquidity.
 
 Available Information
 
Our internet address is www.cmworks.com.  We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission.
 
 
Item 1A.
 
Columbus McKinnon is subject to a number of risk factors that could negatively affect our results from business operations or cause actual results to differ materially from those projected or indicated in any forward looking statement.  Such factors include, but are not limited to, the following:
 
Adverse changes in global economic conditions may negatively affect our industry, business and results of operations.
 
Financial markets in the United States, Europe and Asia have experienced substantial disruption including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions intended to address these market conditions and the extent to which such government actions may prove effective remains unclear. The future economic environment may worsen.
 
Our industry is affected by changes in economic conditions outside our control, which can result in a general decrease in product demand from our customers. Such economic developments may affect our business in a number of ways. Reduced demand may drive us and our competitors to offer products at promotional prices, which would have a negative impact on our profitability. In addition, the tightening of credit in financial markets may adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in, or cancellation of, orders for our products. If demand for our products slows down or decreases, we will not be able to improve our revenues and we may run the risk of failing to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Reduced revenues as a result of decreased demand may also reduce our planned growth and otherwise hinder our ability to improve our performance in connection with our long term strategy.
 
Our business is cyclical and is affected by industrial economic conditions, and, during the global recession in fiscal 2009 and fiscal 2010 we experienced substantially reduced demand for our products.
 
Many of the end-users of our products are in highly cyclical industries that are sensitive to changes in general economic conditions. Their demand for our products, and thus our results of operations, is directly related to the level of production in their facilities, their construction and capital expenditure budgets, changes in their vertical market sectors and other factors beyond our control. In the fiscal years ended March 31, 2009 and 2010, for example, we experienced significantly reduced demand for our products, generally as a result of the global economic slowdown. These lower levels of demand resulted in a 20% decline in net sales from our 2008 fiscal year to our 2010 fiscal year, from $593,800,000 to $476,100,000, despite our acquisition of Pfaff in the middle of our 2009 fiscal year. This decline in net sales resulted in a 105% decrease in our income from operations during the same period. We have seen improvement in demand for our products in the fiscal year ended March 31, 2012. Our net sales for the year ended March 31, 2012 were $591,945,000, up $67,880,000 or 13.0% from the year ending March 31, 2011. However, there is no certainty that this improvement will continue in the future.
 
Our business is highly competitive and subject to consolidation of competitors. Increased competition could reduce our sales, earnings, and profitability.
 
The principal markets that we serve within the material handling industry are fragmented and highly competitive. Competition is based primarily on customer service and support as well as product availability, performance, functionality, brand reputation, reliability and price. Our competition in the markets in which we participate comes from companies of various sizes, some of which have greater financial and other resources than we do. Increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross margins and net income.
 
 
The greater financial resources or the lower amount of debt of certain of our competitors may enable them to commit larger amounts of capital in response to changing market conditions. Certain competitors may also have the ability to develop product or service innovations that could put us at a disadvantage. In addition, through consolidation, some of our competitors have achieved substantially more market penetration in certain of the markets in which we operate. If we are unable to compete successfully against other manufacturers of material handling equipment, we could lose customers and our revenues may decline. There can also be no assurance that customers will continue to regard our products favorably, that we will be able to develop new products that appeal to customers, that we will be able to improve or maintain our profit margins on sales to our customers or that we will be able to continue to compete successfully in our core markets.
 
Our operations outside the U.S. pose certain risks that may adversely impact sales and earnings.
 
We have operations and assets located outside of the United States, primarily in China, Mexico, Germany, the United Kingdom, France, and Hungary. In addition, we import a portion of our hoist product line from Asia, and sell our products to distributors located in approximately 50 countries. In our fiscal year ended March 31, 2012, approximately 45% of our net sales were derived from non-U.S. markets. These non-U.S. operations are subject to a number of special risks, in addition to the risks of our U.S. business, differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, U.S. and foreign customs and tariffs, current and changing regulatory environments, difficulty in obtaining distribution support, difficulty in staffing and managing widespread operations, differences in the availability and terms of financing, political instability and risks of increases in taxes. Also, in some foreign jurisdictions we may be subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. These factors may adversely affect our future profits.
 
Part of our strategy is to expand our worldwide market share and reduce costs by strengthening our international distribution capabilities and sourcing basic components in lower cost countries, in particular in China and Hungary. Implementation of this strategy may increase the impact of the risks described above, and we cannot assure you that such risks will not have an adverse effect on our business, results of operations or financial condition.
 
Our strategy depends on successful integration of acquisitions.
 
Acquisitions are a key part of our growth strategy. Our historical growth has depended, and our future growth is likely to depend on our ability to successfully implement our acquisition strategy, and the successful integration of acquired businesses into our existing operations. We intend to continue to seek additional acquisition opportunities in accordance with our acquisition strategy, both to expand into new markets and to enhance our position in existing markets throughout the world. If we are unable to successfully integrate acquired businesses into our existing operations or expand into new markets, our sales and earnings growth could be reduced.
 
Our products involve risks of personal injury and property damage, which exposes us to potential liability.
 
Our business exposes us to possible claims for personal injury or death and property damage resulting from the products that we sell. We maintain insurance through a combination of self-insurance retentions and excess insurance coverage. We monitor claims and potential claims of which we become aware and establish accrued liability reserves for the self-insurance amounts based on our liability estimates for such claims. We cannot give any assurance that existing or future claims will not exceed our estimates for self-insurance or the amount of our excess insurance coverage. In addition, we cannot give any assurance that insurance will continue to be available to us on economically reasonable terms or that our insurers would not require us to increase our self-insurance amounts. Claims brought against us that are not covered by insurance or that are in excess of insurance coverage could have a material adverse effect on our results, financial condition, or liquidity.
 
 
In addition, like many industrial manufacturers, we are also involved in asbestos-related litigation. In continually evaluating costs relating to our estimated asbestos-related liability, we review, among other things, the incidence of past and recent claims, the historical case dismissal rate, the mix of the claimed illnesses and occupations of the plaintiffs, our recent and historical resolution of the cases, the number of cases pending against us, the status and results of broad-based settlement discussions, and the number of years such activity might continue. Based on this review, we estimate our share of liability to defend and resolve probable asbestos related personal injury claims. This estimate is highly uncertain due to the limitations of the available data and the difficulty of forecasting with any certainty the numerous variables that can affect the range of the liability. We continue to study the variables in light of additional information in order to identify trends that may become evident and to assess their impact on the range of liability that is probable and estimable. We believe that the potential additional costs for claims will not have a material after-tax effect on our financial condition or liquidity, although the net after-tax effect of any future liabilities recorded could be material to earnings in a future period. See Note 16 to our March 31, 2012 consolidated financial statements included in Item 8 of this form 10K.
 
As indicated above, our self-insurance coverage is effected through our captive insurance subsidiary. The reserves of our captive insurance subsidiary are subject to periodic adjustments based upon actuarial evaluations, which adjustments impact our overall results of operations. These periodic adjustments can be favorable or unfavorable.
 
We are subject to currency fluctuations from our sales outside the U.S.
 
Our products are sold in many countries around the world. Thus, a portion of our revenues (approximately $268,654,000 in our fiscal year ended March 31, 2012) are generated in foreign currencies, including principally the euro and the Canadian dollar, and while much of the costs incurred to generate those revenues are incurred in the same currency, a portion is incurred in other currencies. Since our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, a currency translation impact on our earnings. Currency fluctuations may impact our financial performance in the future.
 
Our future operating results may be affected by fluctuations in steel or other material prices. We may not be able to pass on increases in raw material costs to our customers.
 
The principal raw material used in our chain, forging and crane building operations is steel. The steel industry as a whole is highly cyclical, and at times pricing and availability can be volatile due to a number of factors beyond our control, including general economic conditions, labor costs, competition, import duties, tariffs and currency exchange rates. This volatility can significantly affect our raw material costs. In an environment of increasing raw material prices, competitive conditions will determine how much of the steel price increases we can pass on to our customers. During historical rising cost periods, we were generally successful in adding and maintaining a surcharge to the prices of our high steel content products or incorporating them into price increases, with a goal of margin neutrality. In the future, to the extent we are unable to pass on any steel price increases to our customers, our profitability could be adversely affected.
 
We rely in large part on independent distributors for sales of our products.
 
For the most part, we depend on independent distributors to sell our products and provide service and aftermarket support to our end-user customers. Distributors play a significant role in determining which of our products are stocked at the branch locations, and hence are most readily accessible to aftermarket buyers, and the price at which these products are sold. Almost all of the distributors with whom we transact business offer competitive products and services to our end-user customers. For the most part, we do not have written agreements with our distributors. The loss of a substantial number of these distributors or an increase in the distributors' sales of our competitors' products to our ultimate customers could materially reduce our sales and profits.
 
We are subject to various environmental laws which may require us to expend significant capital and incur substantial cost.
 
 
Our operations and facilities are subject to various federal, state, local and foreign requirements relating to the protection of the environment, including those governing the discharges of pollutants in the air and water, the generation, management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. We have made, and will continue to make, expenditures to comply with such requirements. Violations of, or liabilities under, environmental laws and regulations, or changes in such laws and regulations (such as the imposition of more stringent standards for discharges into the environment), could result in substantial costs to us, including operating costs and capital expenditures, fines and civil and criminal sanctions, third party claims for property damage or personal injury, clean-up costs or costs relating to the temporary or permanent discontinuance of operations. Certain of our facilities have been in operation for many years, and we have remediated contamination at some of our facilities. Over time, we and other predecessor operators of such facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Additional environmental liabilities could exist, including clean-up obligations at these locations or other sites at which materials from our operations were disposed, which could result in substantial future expenditures that cannot be currently quantified and which could reduce our profits or have an adverse effect on our financial condition, operations, or liquidity.
 
We rely on subcontractors or suppliers to perform their contractual obligations.
 
Some of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services we must provide to our customers. There is a risk that we may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by our subcontractor or customer concerns about the subcontractor. Failure by our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. A delay in our ability to obtain components and equipment parts from our suppliers may affect our ability to meet our customers' needs and may have an adverse effect upon our profitability.
 
We are subject to debt covenant restrictions.
 
Our revolving credit facility and the indenture governing the notes contain several financial and other restrictive covenants. A significant decline in our operating income or cash generating ability could cause us to violate our leverage or fixed charge coverage ratios in our bank credit facility. This could result in our being unable to borrow under our bank credit facility or being obliged to refinance and renegotiate the terms of our bank indebtedness.
 
We depend on our senior management team and the loss of any member could adversely affect our operations.
 
Our success is dependent on the management and leadership skills of our senior management team. The loss of any of these individuals or an inability to attract, retain and maintain additional personnel could prevent us from implementing our business strategy. We cannot assure you that we will be able to retain our existing senior management personnel or to attract additional qualified personnel when needed.
 
We continually evaluate and assess our personnel and may make additional changes to the members or assignments of our senior management team in the future.
 
We have not entered into employment agreements with any of our senior management personnel with the exception of Dr. Ivo Celi, our Vice President, EMEA.
 
 
 

None.

Item 2.
 
We maintain our corporate headquarters in Amherst, New York and, as of March 31, 2012, conducted our principal manufacturing at the following facilities:

         
Square
 
Owned or
 
Location
 
Products/Operations
  Footage   Leased
 
 
 
 
 
 
 
 
1.
Wadesboro, NC
 
Hoists
 
 186,000
 
Owned
2.
Lexington, TN
 
Chain
 
 165,000
 
Owned
3.
Charlotte, NC
 
Actuators and Rotary Unions
 
 146,000
 
Leased
4.
Damascus, VA
 
Hoists
 
 90,000
 
Owned
5.
Forging operation:
 
 
 
 
 
 
 
Chattanooga, TN
 
Forged attachments
 
 81,000
 
Owned
 
Chattanooga, TN
 
Forged attachments
 
 59,000
 
Owned
6.
Ohio hoist operation:
 
 
 
 
 
 
 
Salem, OH
 
Hoists
 
 49,000
 
Leased
 
Lisbon, OH
 
Hoists and below-the-hook tooling
 
 37,000
 
Owned
7.
Velbert, Germany
 
Hoists
 
 108,000
 
Owned
8.
Kissing, Germany
 
Hoists, winches, and actuators
 
 107,000
 
Leased
9.
Santiago Tianguistenco, Mexico
 
Hoists
 
 91,000
 
Owned
10.
Asia operation:
 
 
 
 
 
 
 
Hangzhou, China
 
Hoists and actuators
 
 54,000
 
Leased
 
Hangzhou, China
 
Textile strappings
 
 53,000
 
Leased
11.
Chester, England
 
Plate clamps
 
 48,000
 
Leased
12.
Szekesfehervar, Hungary
 
Textiles and textile strappings
 
 24,000
 
Leased
13.
Eureka, IL
 
Cranes
 
 91,000
 
Owned
14.
Cleveland, TX
 
Cranes
 
 39,000
 
Owned
15.
Sarasota, FL
 
Tire shredders
 
 25,000
 
Owned
16.
Heilbronn, Germany
 
Actuators
 
 23,000
 
Leased
17.
Romeny-sur-Marne, France
 
Rotary unions
 
 22,000
 
Owned

In addition, we have a total of 52 sales offices, distribution centers and warehouses.  We believe that our properties have been adequately maintained, are in generally good condition and are suitable for our business as presently conducted. We also believe our existing facilities provide sufficient production capacity for our present needs and for our anticipated needs in the foreseeable future. Upon the expiration of our current leases, we believe that either we will be able to secure renewal terms or enter into leases for alternative locations at market terms.
 
 
From time to time, we are named a defendant in legal actions arising out of the normal course of business. We are not a party to any pending legal proceeding other than ordinary, routine litigation incidental to our business. We do not believe that any of our pending litigation will have a material impact on our business. We maintain comprehensive general product liability insurance against risks arising out of the use of our products sold to customers through our wholly-owned New York State captive insurance subsidiary of which we are the sole policy holder. The limits of this coverage are currently $3,000,000 per occurrence ($2,000,000 through March 31, 2003) and $6,000,000 aggregate ($5,000,000 through March 31, 2003) per year. We obtain additional insurance coverage from independent insurers to cover potential losses in excess of these limits.
 
 
Like many industrial manufacturers, we are also involved in asbestos-related litigation. In continually evaluating costs relating to our estimated asbestos-related liability, we review, among other things, the incidence of past and recent claims, the historical case dismissal rate, the mix of the claimed illnesses and occupations of the plaintiffs, our recent and historical resolution of the cases, the number of cases pending against us, the status and results of broad-based settlement discussions, and the number of years such activity might continue.  Based on this review, we do not believe that any of our pending asbestos-related claims will have a material impact on our business.  See Note 16 to our March 31, 2012 consolidated financial statements for more information on our asbestos claims.
 
 
 
Not Applicable.
 
 
PART II
 

Our common stock is traded on the Nasdaq Global Select Market under the symbol ‘‘CMCO.” As of April 30, 2012, there were 552 holders of record of our common stock.

We do not currently pay cash dividends. Our current credit agreement allows, but limits our ability to pay dividends.  We may reconsider or revise this policy from time to time based upon conditions then existing, including, without limitation, our earnings, financial condition, capital requirements, restrictions under credit agreements or other conditions our Board of Directors may deem relevant.
 
The following table sets forth, for the fiscal periods indicated, the high and low sale prices per share for our common stock as reported on the Nasdaq Global Select Market.

 
 
Price Range of
 
 
 
Common Stock
 
Year Ended March 31, 2011
 
High
   
Low
 
First Quarter
  $ 19.26     $ 13.92  
Second Quarter
    16.70       12.35  
Third Quarter
    21.06       15.86  
Fourth Quarter
    22.25       15.67  
                 
Year Ended March 31, 2012
               
First Quarter
  $ 20.45     $ 16.84  
Second Quarter
    18.32       10.08  
Third Quarter
    14.99       10.37  
Fourth Quarter
    17.85       12.71  

On May 22, 2012, the closing price of our common stock on the Nasdaq Global Select Market was $13.47 per share.
 

PERFORMANCE GRAPH

The Performance Graph shown below compares the cumulative total shareholder return on our common stock based on its market price, with the total return of the S&P MidCap 400 Index and the Dow Jones US Diversified Industrials.  The comparison of total return assumes that a fixed investment of $100 was invested on March 31, 2007 in our common stock and in each of the foregoing indices and further assumes the reinvestment of dividends.  The stock price performance shown on the graph is not necessarily indicative of future price performance.
 
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The consolidated balance sheets as of March 31, 2012 and 2011,  and the related statements of operations, cash flows and shareholders’ equity for each of the three years ended March 31,  2012  and notes thereto appear elsewhere in this annual report. The selected consolidated financial data presented below should be read in conjunction with, and are qualified in their entirety by “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” our consolidated financial statements and the notes thereto and other financial information included elsewhere in this annual report.

 
 
Year ended March 31st
 
 
 
( In millions, except for per share data)
 
 
 
2012
   
2011
   
2010
   
2009
   
2008
 
 
 
 
   
 
   
 
   
 
   
 
 
Statements of Operations Data:
 
 
   
 
   
 
   
 
   
 
 
Net sales
  $ 591.9     $ 524.1     $ 476.1     $ 606.7     $ 593.8  
Cost of products sold
    434.2       398.0       360.2       433.0       408.2  
Gross profit
    157.7       126.1       115.9       173.7       185.6  
Selling expenses
    64.9       62.9       64.4       72.6       69.9  
General and administrative expenses
    46.7       40.6       36.9       37.7       34.1  
Restructuring charges (1)
    (1.0 )     2.2       16.5       1.9       0.8  
Impairment loss (2)
    -       -       -       107.0       -  
Amortization of intangibles
    2.0       1.8       1.9       1.0       0.1  
Income (loss) from operations
    45.1       18.6       (3.8 )     (46.5 )     80.7  
Interest and debt expense
    14.2       13.5       13.2       13.2       13.6  
Cost of bond redemptions
    -       3.9       -       -       1.8  
Other (income) and expense, net
    (1.9 )     (3.9 )     (4.2 )     (1.6 )     (4.4 )
Income (loss) before income taxes
    32.8       5.1       (12.8 )     (58.1 )     69.7  
Income tax expense (benefit) (3)
    6.9       41.4       (5.3 )     18.0       22.8  
Income (loss) from continuing operations
    25.9       (36.3 )     (7.5 )     (76.1 )     46.9  
Income (loss) from discontinued operations (4)
    1.1       0.4       0.5       (2.3 )     (9.6 )
Net income (loss)
  $ 27.0     $ (35.9 )   $ (7.0 )   $ (78.4 )   $ 37.3  
Diluted earnings (loss) per share from continuing operations
  $ 1.33     $ (1.91 )   $ (0.40 )   $ (4.04 )   $ 2.45  
Basic earnings (loss) per share from continuing operations
  $ 1.35     $ (1.91 )   $ (0.40 )   $ (4.04 )   $ 2.50  
Weighted average shares outstanding – assuming dilution
    19.5       19.0       19.0       18.9       19.2  
                                         
Weighted average shares outstanding – basic
    19.3       19.0       19.0       18.9       18.7  
                                         
Balance Sheet Data (at end of period):
                                       
Total assets
  $ 515.4     $ 478.9     $ 481.5     $ 491.7     $ 590.0  
Total debt (5)
    153.1       154.4       132.8       137.9       133.3  
Total debt, net of cash and cash equivalents
    63.6       74.3       68.8       98.7       57.3  
Total shareholders’ equity
    160.5       162.1       187.3       181.9       295.5  
                                         
Other Data:
                                       
Net cash provided by operating activities
    23.6       3.3       29.9       60.2       59.6  
Net cash used in investing activities
    (13.5 )     (4.3 )     (1.4 )     (65.5 )     (8.6 )
Net cash provided by (used in) financing activities
    0.5       15.8       (5.4 )     (22.5 )     (28.6 )
Capital expenditures
    13.8       12.5       7.2       12.2       12.5  
 
 
 
(1)
Refer to “Results of Operations” in “Item 7.  Management’s Discussion and Analysis of Results of Operations and Financial Condition” for a discussion of the restructuring charges related to fiscal 2012, 2011, and 2010.
 
 
(2)
The Company’s impairment testing is performed on an annual basis in the fourth quarter of each year. The Company recorded a $107,000,000 goodwill impairment charge in accordance with ASC Topic 350-20 during the fourth quarter of fiscal 2009. Refer to “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition” and Note 9 to our consolidated financial statements for additional information on Goodwill and Intangible Assets.

 
(3)
During 2011, the Company recorded non-cash charge of $42,983,000 included within its provision for income taxes.  The majority of this charge relates to the Company’s determination that a full valuation allowance against its deferred tax assets generated in the U.S is necessary.  Accounting rules require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available and objectively verifiable evidence, it is more likely than not that such assets will not be realized.  The existence of cumulative losses for a certain threshold period is a significant form of negative evidence used in the assessment.  If a cumulative loss threshold is met, the accounting rules indicate that forecasts of future profitability are generally not sufficient positive evidence to overcome the presumption that a valuation allowance is necessary.

 
(4)
In July 2008, the Company sold its integrated material handling conveyor systems business, Univeyor A/S and its results of operations have been reflected as discontinued operations for all periods presented.  In May 2002, the Company sold substantially all of the assets of ASI.  As part of the sale of ASI, the Company received an 8% subordinated note in the principal amount of $6,800,000 which is payable over 10 years ending in May 2012.  The full amount of this note has been reserved due to the uncertainty of collection. Principal payments received on the note are recorded as income from discontinued operations at the time of receipt.  All interest and principal payments required under the note have been made to date.  Refer to Note 4 to our consolidated financial statements for additional information on Discontinued Operations.

 
(5)
Total debt includes all debt, including the current portion, notes payable and subordinated debt.
 
 

This section should be read in conjunction with our consolidated financial statements included elsewhere in this annual report. Comments on the results of operations and financial condition below refer to our continuing operations, except in the section entitled “Discontinued Operations.”

EXECUTIVE OVERVIEW

We are a leading worldwide designer, manufacturer and marketer of material handling products, systems and services which efficiently and safely move, lift, position and secure material. Key products include hoists, actuators, cranes and rigging tools. The Company is focused on serving commercial and industrial applications that require the safety and quality provided by the Company’s superior design and engineering know-how.

Founded in 1875, we have grown to our current size and leadership position through organic growth and acquisitions. We developed our leading market position over our 137-year history by emphasizing technological innovation, manufacturing excellence and superior after-sale service. In addition, acquisitions significantly broadened our product lines and services and expanded our geographic reach, end-user markets and customer base. Ongoing initiatives include improving our productivity and increasing penetration of the Asian, Latin American and European marketplaces. In accordance with our strategy, we have been investing in our directed sales and marketing activities, new product development and “Lean” efforts across the Company. Shareholder value will be enhanced through continued emphasis on improvement of the fundamentals including market expansion, a high degree of customer satisfaction, new product development, manufacturing efficiency, cost containment, and efficient capital investment.

Over the course of our history, we have managed through many business cycles and our solid cash flow profile has helped us grow and expand globally. We stand with a capital structure which includes sufficient cash reserves, significant revolver availability with an expiration of December 2013, fixed-rate long-term debt which expires in 2019 and a solid cash flow business profile. During fiscal 2010 we initiated projects to strategically reorganize our North American hoist and rigging operations, which were essentially completed during the first quarter of fiscal 2011. The projects included the closure of two manufacturing facilities and the significant downsizing of a third facility. The closures and downsizing resulted in a reduction of approximately 500,000 square feet of manufacturing space (or approximately 25% of total manufacturing space).

Additionally our revenue base is now more geographically diverse than at any time in our Company’s history, with approximately 45% derived from customers outside the U.S. for the fiscal year ending March 31, 2012. We believe this will help balance the impact of changes that will occur in local economies as well as benefit the Company from growth in emerging markets.  As in the past, we monitor both U.S. and Eurozone Industrial Capacity Utilization statistics as indicators of anticipated demand for our product. Since their June 2009 trough, these statistics have improved through April 2012.  In addition, we continue to monitor the potential impact of other global and U.S. trends including industrial production, energy costs, steel price fluctuations, interest rates, currency exchange and activity of end-user markets around the globe.

From a strategic perspective, we are investing in global markets and new products as we focus on our greatest opportunities for growth. We maintain a strong North American market share with significant leading market positions in hoists, lifting and sling chain, forged attachments and actuators. We seek to maintain and enhance our market share by focusing our sales and marketing activities toward select North American and global market sectors including energy, construction, entertainment, mining and food processing.

Regardless of the economic climate and point in the economic cycle, we constantly explore ways to manage our operating margins as well as further improve our productivity and competitiveness. We have specific initiatives related to improved customer satisfaction, reduction of defects, shortened lead times, improved inventory turns and on-time deliveries, reduction of warranty costs, and improved working capital utilization. The initiatives are being driven by the continued implementation of our “Lean” efforts which are fundamentally changing our manufacturing and business processes to be more responsive to customer demand and improving on-time delivery and productivity. In addition to “Lean,” we are working to achieve these strategic initiatives through product simplification, the creation of centers of excellence, and improved supply chain management.

We continuously monitor market prices of steel. We purchase approximately $30,000,000 to $40,000,000 of steel annually in a variety of forms including rod, wire, bar, structural and others. Generally, as we experience fluctuations in our costs, we reflect them as price increases or surcharges to our customers with the goal of being margin neutral. Some of our steel costs have increased during this year as a result of higher scrap and alloy surcharges.
 

We are also looking for opportunities for growth via strategic acquisitions or joint ventures. The focus of our acquisition strategy centers on opportunities for non-U.S. market penetration and product line expansion in alignment with our existing core product offering.

We operate in a highly competitive and global business environment. We face a variety of opportunities in those markets and geographies, including trends toward increased utilization of the global labor force and the expansion of market opportunities in Asia and other emerging markets. While we continue to execute our long-term growth strategy, we are supported by our solid capital structure, including our cash position and flexible cost base. We are also aggressively addressing costs and restructuring opportunities to enhance future margin opportunities.
 
RESULTS OF OPERATIONS

Fiscal 2012 sales were $591,945,000, up 13.0%, or $67,880,000 compared with fiscal 2011. The increase in sales was primarily due to an increase of $43,735,000 in volume resulting from the economic recovery and market share gains. Price increases resulted in a $13,585,000 increase in sales.  Favorable foreign currency translation impacted sales by $10,560,000. Fiscal 2011 sales were $524,065,000, up 10.1%, or $47,882,000 compared with fiscal 2010. The increase in sales was primarily due to an increase of $52,785,000 in volume resulting from the economic recovery and market share gains. Further, price increases resulted in a $4,651,000 increase in sales.  These increases were offset by a reduction of sales of $2,695,000 from the October 2009 divestiture of our American Lifts business as well as a negative foreign currency impact of $6,828,000.

Our gross profit was $157,718,000, $126,052,000, and $115,939,000 in fiscal 2012, 2011 and 2010, respectively.  The fiscal 2012 increase in gross profit of $31,666,000 or 25.1% is the result of $20,941,000 in increased volume, favorable manufacturing variances of $3,655,000, $3,006,000 in less restructuring related expenses included within cost of goods sold, and $2,570,000 from lower product liability expenses partially offset by a pension plan curtailment charge of $1,122,000.  Foreign currency translation had a favorable impact on gross profit of $2,616,000. The fiscal 2011 increase in gross profit of $10,113,000 is the result of a $12,800,000 increase in volume, a $6,700,000 increase in restructuring benefits, $1,500,000 increase in savings on U.S. health and pension expenses, offset by a decrease of $6,800,000 from inefficiencies in our forgings operation, a decrease of $1,800,000 for increases in our product liability and asbestos related reserves, a decrease of $1,800,000 for increases in costs of materials and freight and a decrease of $487,000 for currency translation and other.

Selling expenses were $64,860,000, $62,910,000, and $64,464,000 in fiscal 2012, 2011 and 2010, respectively. As a percentage of net sales, selling expenses were 11.0%, 12.0% and 13.5% in fiscal 2012, 2011 and 2010, respectively. The increase in fiscal 2012 selling expense is primarily the result of increasing revenues year over year. Decreases in fiscal 2011 selling expense of $1,554,000 or 2.4% are due to reorganization efforts specifically in the Company’s North American sales operations, partially offset by investments in non-U.S markets and commissions on higher sales.
 
General and administrative expenses were $46,677,000, $40,592,000 and $36,892,000 in fiscal 2012, 2011 and 2010, respectively. As a percentage of net sales, general and administrative expenses were 7.9%, 7.7% and 7.7% in fiscal 2012, 2011 and 2010, respectively. Fiscal 2012 general and administrative expenses increased by $6,085,000 or 15.0% primarily due to the new global ERP system implementation project, increased variable compensation costs, as well as higher employee related costs. Fiscal 2011 general and administrative expenses increased by $3,700,000 or 10.0% primarily due to the Company’s investments in its management team in Asia and new product development.
 
Restructuring (gains) charges of ($1,037,000), $2,200,000 and $16,519,000, or (0.2%), 0.4% and 3.5% of net sales were recorded in fiscal 2012, 2011 and 2010, respectively. Fiscal 2012 restructuring gains were the result of a gain recognized on the sale of a previously closed manufacturing facility of ($1,462,000) offset by an employee workforce reduction effort initiated and completed at one of our European facilities.  Fiscal 2011 restructuring charges of $2,700,000 were offset by a gain from the sale of a previously closed manufacturing facility totaling ($500,000).
 

Amortization of intangibles was $2,074,000, $1,778,000 and $1,876,000 in fiscal 2012, 2011 and 2010, respectively and primarily relate to amortization of intangible assets acquired in connection with our fiscal 2009 acquisition of Pfaff.

Interest and debt expense was $14,214,000, $13,532,000 and $13,225,000 in fiscal 2012, 2011 and 2010, respectively. As a percentage of net sales, interest and debt expense was 2.4%, 2.6% and 2.8% in fiscal 2012, 2011 and 2010, respectively.
 
We incurred costs of $3,939,000 in fiscal 2011 related to the repurchase of outstanding debt. Further discussion on this topic is included below in the Liquidity and Capital Resources section and Note 12 of our consolidated financial statements. No such costs were incurred in Fiscal 2012.

Investment income of $1,018,000, $3,041,000 and $1,544,000, in fiscal 2012, 2011 and 2010, respectively, related to marketable securities held in the Company’s wholly owned captive insurance subsidiary. The fiscal 2011 $3,041,000 gain primarily is the result of the market recovery and sale of securities previously impaired in fiscal 2009.

Foreign currency exchange loss (gain) was $316,000, $452,000, and ($344,000) in fiscal 2012, 2011 and 2010, respectively, as a result of foreign currency volatility related to purchases and intercompany debt.

Other income, net was $1,179,000, $1,375,000, and $2,260,000 in fiscal 2012, 2011 and 2010, respectively. Other income in fiscal 2012 includes a gain of $850,000 calculated on the acquisition of the remaining ownership interest of an investment which the Company previously had a 20% ownership interest.

Income tax expense (benefit) as a percentage of income (loss) from continuing operations before income tax (benefit) expense was 21.0%, 817.6% and (41.5)% in fiscal 2012, 2011 and 2010, respectively. The unusual percentage experienced during the year ended March 31, 2011 is related to the recording of a deferred tax asset valuation allowance in the amount of $42,983,000.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totalled $89,473,000, $80,139,000, and $63,968,000 at March 31, 2012, 2011 and 2010, respectively.

Net cash provided by operating activities was $23,587,000, $3,280,000 and $29,867,000 in fiscal 2012, 2011 and 2010, respectively. The net cash provided by operating activities in fiscal 2012 consisted of $26,967,000 in net income which was largely due to increased sales volume, a decrease in prepaid expenses and other assets of $3,776,000 and increases in trade accounts payable and accrued and non-current liabilities of $3,862,000 and $5,906,000, respectively, offset by increases in trade accounts receivables and inventories of $9,823,000 and $17,489,000 respectively. The increase in inventory during fiscal 2012 was primarily to meet increasing sales volume and expected future customer demand.

The net cash provided by operating activities in fiscal 2011 consisted of $7,033,000 in net income before a $42,983,000 non-cash charge related to the recording of valuation allowances against deferred tax assets, and increases in trade accounts payable and accrued and non-current liabilities of $4,027,000 and $1,668,000 respectively, offset by increases in trade accounts receivables, inventory, and prepaid expenses and other assets of $6,683,000, $9,848,000 and $5,178,000, respectively. The increase in inventories during the prior year was to meet expected future customer demand as well as avoid disruption of supply during major facility consolidation projects. The increase in prepaid expenses in the prior year was due to the timing of certain prepaid expenditures.

Net cash used by investing activities was $13,541,000, $4,344,000 and $1,350,000 in fiscal 2012, 2011 and 2010, respectively.  The net cash used by investing activities in fiscal 2012 consisted of $13,765,000 in capital expenditures (of which $5,248,000 relates to implementation of our global ERP system) and $3,356,000 for the purchase of the remaining 80% interest in Yale Lifting Solutions (Pty) Ltd based in South Africa, partially offset by $1,971,000 net proceeds from the sale of our vacant property in Cedar Rapids, Iowa in the period. The net cash used by investing activities in fiscal 2011 consisted of $12,543,000 in capital expenditures (of which $3,642,000 related to the initial investment in our global ERP system) offset by $6,621,000 in cash generated from the net sales of marketable securities (related to the settlement of certain product liability insurance claims) and net proceeds of $1,182,000 primarily from the sale of our vacant property in Muskegon, Michigan.
 

Net cash generated by financing activities was $474,000 and $15,794,000 in fiscal 2012 and 2011 respectively compared with net cash used by financing activities of $5,418,000 in fiscal 2010. The net cash generated by financing activities in fiscal 2012 consisted of $1,436,000 of proceeds from exercises of stock options offset by $361,000 of net payments under international lines of credit and $1,036,000 in repayment of debt. The Net cash generated in fiscal 2011 was due to the refinancing of the $124,855,000 outstanding 8 7/8% Notes with a new issuance of $150,000,000 7 7/8% Notes.  Offsetting the proceeds from the offering was $3,154,000 paid for tender and call redemption premiums on the 8 7/8% Notes and $3,185,000 paid for direct financing costs which have been deferred.

We believe that our cash on hand, cash flows, and borrowing capacity under our Revolving Credit Facility will be sufficient to fund our ongoing operations and budgeted capital expenditures for at least the next twelve months. This belief is dependent upon successful execution of our current business plan and effective working capital utilization. No material restrictions exist in accessing cash held by our non-U.S. subsidiaries.  Additionally we expect to meet our U.S. funding needs without repatriating non-U.S. cash and incurring the incremental U.S. taxes. As of March 31, 2012, $33,242,000 of cash and cash equivalents were held by foreign subsidiaries.

We have an amended, restated and expanded revolving credit facility dated December 31, 2009. The Revolving Credit Facility provides availability up to a maximum of $85,000,000 and expires December 31, 2013.

  Provided there is no default, we may, on a one-time basis, request an increase in the availability of the Revolving Credit Facility by an amount not exceeding $65,000,000, subject to lender approval. The unused portion of the Revolving Credit Facility totalled $70,286,000, net of outstanding borrowings of $0 and outstanding letters of credit of $14,714,000, as of March 31, 2012. The outstanding letters of credit at March 31, 2012 consisted of $5,425,000 in commercial letters of credit (including a significant letter of credit related to a large customer order, amounting to $2,590,000 which will mature in May 2012) and $9,289,000 of standby letters of credit.

Interest on the revolver is payable at varying Eurodollar rates based on LIBOR or prime plus a spread determined by our total leverage ratio amounting to 150 or 50 basis points, respectively, at March 31, 2012. The Revolving Credit Facility is secured by all domestic inventory, receivables, equipment, real property, subsidiary stock (limited to 65% of non-U.S. subsidiaries) and intellectual property.

The corresponding credit agreement associated with the Revolving Credit Facility places certain debt covenant restrictions on us, including certain financial requirements and restrictions on dividend payments, with which we were in compliance as of March 31, 2012. Key financial covenants include a minimum fixed charge coverage ratio of 1.25x, a maximum total leverage ratio, net of cash, of 3.50x, and maximum annual capital expenditures of $18,000,000 excluding capital expenditures for a global ERP system.  Our actual fixed charges coverage ratio and total leverage ratio, as calculated per the terms of our Revolving Credit Facility, were 3.42x and 1.45x, respectively, at March 31, 2012.

During the fourth quarter of fiscal year 2011, the Company refinanced its 8 7/8% Notes through the issuance of $150,000,000 principal amount of 7 7/8% Senior Subordinated Notes due 2019 in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (“Unregistered 7 7/8% Notes”).  The proceeds from the sale of the Unregistered 7 7/8% Notes were used to repurchase or redeem all of the outstanding 8 7/8% Notes amounting to $124,855,000 and to fund working capital and other corporate activities.  The offering price of the Unregistered 7 7/8% Notes was 98.545% after adjustment for the original issue discount.  Provisions of the Unregistered 7 7/8% Notes include, without limitation, restrictions on indebtedness, asset sales, and dividends and other restrictive payments.  Until February 1, 2014, the Company may redeem up to 35% of the outstanding Unregistered 7 7/8% Notes at a redemption price of 107.875% with the proceeds of equity offerings, subject to certain restrictions.    On or after February 1, 2015, the Unregistered 7 7/8% Notes are redeemable at the option of the Company, in whole or in part, at a redemption price of 103.938%, reducing to 100% on February 1, 2017. In the event of a Change of Control (as defined in the indenture for such notes), each holder of the Unregistered 7 7/8% Notes may require us to repurchase all or a portion of such holder’s Unregistered 7 7/8% Notes at a purchase price equal to 101% of the principal amount thereof. The Unregistered 7 7/8% Notes are guaranteed by certain existing and future U.S. subsidiaries and are not subject to any sinking fund requirements.
 

During the first quarter of fiscal year 2012, the Company exchanged its $150,000,000 outstanding Unregistered 7 7/8% Notes for a like principal amount of 7 7/8% Senior Subordinated Notes due 2019 registered under the Securities Act of 1933, as amended (“7 7/8% Notes”).  All of the Unregistered 7 7/8% Notes were exchanged in the transaction.  The 7 7/8% Notes contain identical terms and provisions as the Unregistered 7 7/8% Notes.

Our capital lease obligations related to property and equipment leases amounted to $4,842,000 at March 31, 2012. Capital lease obligations are included in senior debt in the consolidated balance sheets.

Unsecured and uncommitted lines of credit are available to meet short-term working capital needs for certain of our subsidiaries operating outside of the U.S. The lines of credit are available on an offering basis, meaning that transactions under the line of credit will be on such terms and conditions, including interest rate, maturity, representations, covenants and events of default, as mutually agreed between our subsidiaries and the local bank at the time of each specific transaction. As of March 31, 2012, significant unsecured credit lines totalled approximately $10,361,000, of which $112,000 was drawn.

CONTRACTUAL OBLIGATIONS

The following table reflects a summary of our contractual obligations in millions of dollars as of March 31, 2012, by period of estimated payments due:

 
 
 
   
Fiscal
   
Fiscal 2014-
   
Fiscal 2016-
   
More Than
 
 
 
Total
   
2013
   
Fiscal 2015
   
Fiscal 2017
   
Five Years
 
Long-term debt obligations (a)
  $ 154.8     $ 1.1     $ 2.4     $ 0.8     $ 150.5  
Operating lease obligations (b)
    13.5       4.6       5.8       3.1       -  
Purchase obligations (c)
    -       -       -       -       -  
Interest obligations (d)
    81.7       12.2       24.0       23.8       21.7  
Letter of credit obligations
    14.7       14.7       -       -       -  
Bank guarantees
    7.4       7.4                          
Uncertain tax positions
    2.4       -       2.4       -       -  
Other long-term liabilities reflected on the Company’s balance sheet under GAAP (e)
    96.7       -       33.8       34.9       28.0  
Total
  $ 371.2     $ 40.0     $ 68.4     $ 62.6     $ 200.2  

 
(a)
As described in Note 12 to consolidated financial statements.
 
(b)
As described in Note 19 to consolidated financial statements.
 
(c)
We have no purchase obligations specifying fixed or minimum quantities to be purchased. We estimate that, at any given point in time, our open purchase orders to be executed in the normal course of business approximate $40 million.
 
(d)
Estimated for our Senior Subordinated Notes due 2/1/19 and other senior debt.
 
(e)
As described in Note 11 to our consolidated financial statements. Excludes uncertain tax positions of $2.4 million shown separately above.

We have no additional off-balance sheet obligations that are not reflected above.

CAPITAL EXPENDITURES

In addition to keeping our current equipment and plants properly maintained, we are committed to replacing, enhancing and upgrading our property, plant and equipment to support new product development, improve productivity and customer responsiveness, reduce production costs, increase flexibility to respond effectively to market fluctuations and changes, meet environmental requirements, enhance safety and promote ergonomically correct work stations. Our capital expenditures for fiscal 2012, 2011 and 2010 were $13,765,000, $12,543,000 and $7,245,000, respectively. We expect capital expenditure spending in fiscal 2013 to be in the range of $14,000,000 to $17,000,000, excluding acquisitions and strategic partnerships.
 
 
INFLATION AND OTHER MARKET CONDITIONS

Our costs are affected by inflation in the U.S. economy and, to a lesser extent, in non-U.S. economies including those of Europe, Canada, Mexico, South America and Asia-Pacific. We do not believe that general inflation has had a material effect on our results of operations over the periods presented primarily due to overall low inflation levels over such periods and our ability to generally pass on rising costs through annual price increases and surcharges. However, U.S. employee benefits costs such as health insurance, workers compensation insurance, pensions as well as energy and business insurance have exceeded general inflation levels. In the future, we may be further affected by inflation that we may not be able to pass on as price increases.  With changes in worldwide demand for steel and fluctuating scrap steel prices over the past several years, we experienced fluctuations in our costs that we have reflected as price increases and surcharges to our customers.  We believe we have been successful in instituting surcharges and price increases to pass on these material cost increases.  We will continue to monitor our costs and reevaluate our pricing policies.

SEASONALITY AND QUARTERLY RESULTS

Our quarterly results may be materially affected by the timing of large customer orders, periods of high vacation and holiday concentrations, restructuring charges and other costs attributable to our facility rationalization program, divestitures, acquisitions and the magnitude of rationalization integration costs. Therefore, our operating results for any particular fiscal quarter are not necessarily indicative of results for any subsequent fiscal quarter or for the full fiscal year.

DISCONTINUED OPERATIONS

In May 2002, we completed the divestiture of substantially all of the assets of ASI which comprised the principal business unit in our former Solutions - Automotive segment. Proceeds from this sale included an 8% subordinated note in the principal amount of $6,800,000 payable over 10 years.  Due to the uncertainty of its collection, the note was recorded at its estimated net realizable value of $0 at the time of the divestiture.  Principal payments received on the note are recorded as income from discontinued operations at the time of receipt.  Accordingly, $1,052,000, and $396,000 of income from discontinued operations was recorded in fiscal 2012, and 2011 respectively, net of tax.  All interest and principal payments required under the note have been made to date.  The Company expects that the loan will be fully collected by the end of fiscal 2013.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We continually evaluate the estimates and their underlying assumptions, which form the basis for making judgments about the carrying value of our assets and liabilities. Actual results inevitably will differ from those estimates. We have identified below the accounting policies involving estimates that are critical to our financial statements. Other accounting policies are more fully described in Note 2 of our consolidated financial statements.

Revenue Recognition. Sales are recorded when title passes to the customer which is generally at the time of shipment to the customer. The Company performs ongoing credit evaluations of its customers’ financial condition, but generally does not require collateral to support customer receivables. The credit risk is controlled through credit approvals, limits and monitoring procedures. Accounts receivable are reported at net realizable value and do not accrue interest.

Pension and Other Postretirement Benefits.  The determination of the obligations and expense for pension and postretirement benefits is dependent on our selection of certain assumptions that are used by actuaries in calculating such amounts. Those assumptions are disclosed in Note 13 to our fiscal 2012 consolidated financial statements and include the discount rates, expected long-term rate of return on plan assets and rates of future increases in compensation and healthcare costs.
 

The pension discount rate assumptions of 4.70%, 5.75%, and 6.0%, as of March 31, 2012, 2011, and 2010, respectively, are based on long-term AA rated corporate and municipal bond rates. The decrease in the discount rate for fiscal 2012 resulted in a $11,500,000 increase in the projected benefit obligation. The decrease in the discount rates for fiscal 2011 resulted in an $4,700,000 increase in the projected benefit obligation as of March 31, 2011.  The rate of return on plan assets assumptions of 7.5% for each of the years ended March 31, 2012, 2011 and 2010 is based on the targeted plan asset allocation (approximately 70% equities and 30% fixed income) and their long-term historical returns. Our under-funded status for all pension plans as of March 31, 2012 and 2011 was $65,123,000 and $32,366,000, or 30.3% and 18.2% of the projected benefit obligation, respectively. Our pension contributions during fiscal 2012 and 2011 were approximately $5,974,000 and $7,796,000, respectively. The under-funded status may result in future pension expense increases.  Pension expense for the March 31, 2013 fiscal year is expected to approximate $7,137,000, slightly less than the fiscal 2012 amount of $7,547,000, which includes a curtailment charge of $1,120,000.  Pension funding contributions for the March 31, 2013 fiscal year is expected to increase by approximately $4,412,000 compared to fiscal 2012. The compensation increase assumption of 2% as of March 31, 2012, 2011, and 2010 is based on expected wage trends and historical patterns.
The healthcare costs inflation assumptions of 8.0% 8.5%, and 8.0% for fiscal 2012, 2011, and 2010, respectively, are based on anticipated trends.  Healthcare costs in the United States have increased substantially over the last several years.  If this trend continues, the cost of postretirement healthcare will increase in future years.

Insurance Reserves.  Our accrued general and product liability reserves as described in Note 16 to consolidated financial statements involve actuarial techniques including the methods selected to estimate ultimate claims, and assumptions including emergence patterns, payment patterns, initial expected losses and increased limit factors. These actuarial estimates are subject to a high degree of uncertainty due to a variety of factors, including extended lag time in the reporting and resolution of claims, trends or changes in claim settlement patterns, insurance industry practices, and legal interpretations.  As a result, actual costs could differ significantly from the estimated amounts.  Adjustments to estimated reserves are recorded in the period in which the change in estimate occurs.  Other insurance reserves such as workers compensation and group health insurance are based on actual historical and current claim data provided by third party administrators or internally maintained.

Accounts Receivable Reserves.  Allowances for doubtful accounts and credit memo reserves are also judgmentally determined based on formulas applied to historical bad debt write-offs and credit memos issued, assessing potentially uncollectible customer accounts and analyzing the accounts receivable aging. Accounts receivable are charged against the allowance for doubtful accounts once all collection efforts have been exhausted.  At March 31, 2012 the allowance for doubtful accounts totaled $2,700,000.

Impairment of depreciable and amortizable long-lived assets.  Property, plant and equipment and certain intangibles are depreciated or amortized over their assigned lives. We test long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable and exceed their fair market value.  The following summarizes the value of long-lived assets subject to impairment testing when events or circumstances indicate potential impairment (amounts in millions):

 
Balance as of
 
 
March 31, 2012
 
Property, plant and equipment, net
  $ 61.7  
Acquired intangibles with estimable useful lives
    15.8  
Other assets
    6.6  

Impairment may exist if the carrying amount of the asset in question exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.  The impairment loss, if any, would be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair market value as determined by appropriate valuation techniques.

Goodwill impairment testing.  Our goodwill balance, $106,435,000 as of March 31, 2012 is subject to impairment testing.  We test goodwill for impairment at least annually, as of the end of February, and more frequently whenever events occur or circumstances change that indicate there may be impairment.  These events or circumstances could include a significant long-term adverse change in the business climate, poor indicators of operating performance, or a sale or disposition of a significant portion of a reporting unit.
 

We test goodwill at the reporting unit level, which is one level below our operating segment.  We identify our reporting units by assessing whether the components of our operating segment constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components.  We also aggregate components that have similar economic characteristics into single reporting units (for example, similar products and / or services, similar long-term financial results, product processes, classes of customers, etc.). We have four reporting units, only two of which have goodwill. Our Duff-Norton reporting unit and Rest of Products reporting unit have goodwill totaling $9,821,000 and $96,614,000, respectively, at March 31, 2012.

When we evaluate the potential for goodwill impairment, we assess a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel and overall financial performance. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a two-step impairment test.

In order to perform the two-step impairment test, we use the discounted cash flow method to estimate the fair value of each of our reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, operating profit margins and cash flows, the terminal growth rate and the discount rate. Management projects revenue growth rates, operating margins and cash flows based on each reporting unit’s current business, expected developments and operational strategies over a five-year period. In estimating the terminal growth rate, we consider our historical and projected results, as well as the economic environment in which our reporting units operate. The discount rates utilized for each reporting unit reflect management’s assumptions of marketplace participants’ cost of capital and risk assumptions, both specific to the reporting unit and overall in the economy.
 
We performed our qualitative assessment during the fourth quarter and determined that it was not more likely than not that the fair value of each of our reporting units was less than that its applicable carrying value. Accordingly, we did not perform the two-step goodwill impairment test for any of our reporting units.
 
Marketable Securities.  On a quarterly basis, we review our marketable securities for declines in market value that may be considered other than temporary.  We generally consider market value declines to be other than temporary if there are declines for a period longer than six months and in excess of 20% of original cost.  We also consider the nature of the underlying investments and other market conditions.

Deferred Tax Asset Valuation Allowance.   During the fiscal year ended March 31, 2011, the Company recorded a non-cash charge of $42,983,000 included within its provision for income taxes. The balance of the valuation allowance at March 31, 2012 is $53,325,000. This charge relates to the Company’s determination that a full valuation allowance against its deferred tax assets generated in the U.S. was necessary. The deferred tax assets relate principally to liabilities related to employee benefit plans, insurance reserves, U.S. tax credits, and U.S. net operating loss carryforwards. The U.S. net operating loss carryforwards have been generated primarily as a result of restructuring costs in fiscal years 2010 and 2011. Accounting rules require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available and objectively verifiable evidence, it is more likely than not that such assets will not be realized. The existence of cumulative losses for a certain threshold period is a significant form of negative evidence used in the assessment. During the third quarter ended December 31, 2010, the Company determined that it would be in a three-year cumulative pretax loss position in the U.S. at March 31, 2011 primarily due to restructuring-related charges incurred in the U.S. to-date in fiscal 2011, despite our expectations of future profitability. If a cumulative loss threshold is met, the accounting rules indicate that forecasts of future profitability are generally not sufficient positive evidence to overcome the presumption that a valuation allowance is necessary.

The recording of this non-cash charge does not impact the Company’s ability to realize the economic benefit of its deferred tax assets (including those related to net operating loss carryforwards) amounting to $58,226,000 on a gross basis at March 31, 2012 on future tax returns. In future periods, the allowance could be reduced or reversed based on sufficient objectively verifiable evidence indicating that it is more likely than not that a portion or all of the Company’s deferred tax assets will be realized.
 

The Internal Revenue Code imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three year period. If we were to experience an ownership change, utilization of our NOLs would be subject to an annual limitation determined by multiplying the market value of our outstanding shares of stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years within the allowed NOL carryforward period. The amount of the limitation may, under certain circumstances, be increased or decreased by built-in gains or losses held by us at the time of the change that are recognized in the five-year period after the change.
 
Effects of New Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.  Among the new provisions in ASU 2011-05 was a requirement for entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements); however this reclassification requirement is indefinitely deferred by ASU 2011-12 and will be further deliberated by the FASB at a future date.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210)—Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The update requires entities to disclose information about offsetting and related arrangements of financial instruments and derivative instruments.  The ASU is effective for annual periods beginning on or after January 1, 2013 and interim periods therein. We are currently evaluating the impact this update will have on our consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment. The amendment permits entities to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing relevant events or circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to follow the existing provisions of the two-step impairment test. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We adopted the new guidance for our annual goodwill impairment test, which we tested as of our measurement date of February 29, 2012. The adoption of this standard did not have a material impact on our consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The issuance of ASU 2011-5 is intended to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income.  The guidance in ASU 2011-5 supersedes the presentation options in ASC Topic 220 and facilitates convergence of U.S. generally accepted accounting principles and International Financial Reporting Standards by eliminating the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and requiring that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The Company does not expect that the adoption of ASU 2011-05 will have a significant impact on the Company’s consolidated financial statements.

In May 2011 the FASB issued ASU No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and International Financial Reporting Standards (“IFRS”) (“ASU 2011-04”).  ASU 2011-04 represents the converged guidance of the FASB and the International Accounting Standards Board (the “Boards”) on fair value measurements.  The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with GAAP and IFRS.  The amendments in this ASU are required to be applied prospectively, and are effective for interim and annual periods beginning after December 15, 2011.  The Company does not expect that the adoption of ASU 2011-04 will have a significant impact on the Company’s consolidated financial statements.
 

In March 2011, the SEC issued Staff Accounting Bulletin (SAB) 114.  This SAB revises or rescinds portions of the interpretive guidance included in the codification of the Staff Accounting Bulletin Series.  This update is intended to make the relevant interpretive guidance consistent with current authoritative accounting guidance issued as a part of the FASB’s Codification.  The principal changes involve revision or removal of accounting guidance references and other conforming changes to ensure consistency of referencing through the SAB Series.  The effective date for SAB 114 was March 28, 2011.   The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

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 our actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by us and our subsidiaries, conditions affecting our customers and suppliers, competitor responses to our products and services, the overall market acceptance of such products and services, facility consolidations and other restructurings, our asbestos-related liability, the integration of acquisitions and other factors disclosed in our periodic reports filed with the Commission. Consequently such forward-looking statements should be regarded as our current plans, estimates and beliefs. We do not undertake and specifically decline 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.
 
 
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to various market risks, including commodity prices for raw materials, foreign currency exchange rates and changes in interest rates. We may enter into financial instrument transactions, which attempt to manage and reduce the impact of such changes. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Our primary commodity risk is related to changes in the price of steel.  We control this risk through negotiating purchase contracts on a consolidated basis and by attempting to build changes in raw material costs into the selling prices of or surcharges on our products.  We have not entered into financial instrument transactions related to raw material costs.

In fiscal 2012, 45% of our net sales were from manufacturing plants and sales offices in foreign jurisdictions. We manufacture our products in the United States, China, Germany, United Kingdom, Hungary, Mexico and France and sell our products in approximately 50 countries. Our results of operations could be affected by factors such as changes in foreign currency rates or weak economic conditions in foreign markets. Our operating results are exposed to fluctuations between the U.S. dollar and the Canadian dollar, European currencies, the Mexican peso and the Chinese Yuan. For example, when the U.S. dollar weakens against the Euro, the value of our net sales and net income denominated in Euros increases when translated into U.S. dollars for inclusion in our consolidated results. We are also exposed to foreign currency fluctuations in relation to purchases denominated in foreign currencies. Our foreign currency risk is mitigated since the majority of our foreign operations’ net sales and the related expense transactions are denominated in the same currency so therefore a significant change in foreign exchange rates would likely have a very minor impact on net income.  For example, a 10% change in the value of the U.S. dollar in relation to our most significant foreign currency exposures would have had an impact of approximately $1,200,000 on our net income. In addition, the majority of our export sale transactions are denominated in U.S. dollars.

The Company has foreign currency forward agreements and cross-currency swaps in place to offset changes in the value of intercompany loans to certain foreign subsidiaries due to changes in foreign exchange rates. The notional amount of these derivatives is $11,120,000 and all contracts mature by September 30, 2013. These contracts are not designated as hedges.

The Company has foreign currency forward agreements in place to hedge changes in the value of recorded foreign currency liabilities due to changes in foreign exchange rates at the settlement date. The notional amount of those derivatives is $2,597,000 and all contracts mature within twelve months. These contracts are marked to market each balance sheet date and are not designated as hedges.
 

The Company has foreign currency forward agreements that are designated as cash flow hedges to hedge a portion of forecasted inventory purchases and sales, including multi-year contracts related to capital project sales, denominated in a foreign currency. The notional amount of those derivatives is $10,098,000 and all contracts mature within twenty-seven months of March 31, 2012.

We control risk related to changes in interest rates by structuring our debt instruments with a combination of fixed and variable interest rates and by periodically entering into financial instrument transactions as appropriate. At March 31, 2012, we do not have any material swap agreements or similar financial instruments in place. At March 31, 2012 and 2011, approximately 99% and 99% of our outstanding debt had fixed interest rates, respectively. At those dates, we had approximately $112,000 and $473,000, respectively, of outstanding variable rate debt. A 1% fluctuation in interest rates would have changed interest expense on that outstanding variable rate debt by less than $100,000 in fiscal 2012 and 2011.
 
 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Columbus McKinnon Corporation

Audited Consolidated Financial Statements as of March 31, 2012:  
  Report of Independent Registered Public Accounting Firm
39
  Consolidated Balance Sheets
40
  Consolidated Statements of Operations
41
  Consolidated Statements of Shareholders’ Equity
42
  Consolidated Statements of Cash Flows
44
  Notes to Consolidated Financial Statements  
  1. 
Description of Business
46
  2.
Accounting Principles and Practices
46
  3.
Acquisitions
50
  4.
Divestitures
50
  5. 
Fair Value Measurements
51
  6.
Inventories
53
  7.
Marketable Securities
53
  8.
Property, Plant, and Equipment
55
  9. 
Goodwill and Intangible Assets
55
  10.
Derivative Instruments
57
  11.
Accrued Liabilities and Other Non-current Liabilities
59
  12.
Debt
60
  13.
Pensions and Other Benefit Plans
62
  14.
Employee Stock Ownership Plan (ESOP)
68
  15.
Earnings per Share and Stock Plans
69
  16.
Loss Contingencies
75
  17.
Restructuring Charges
76
  18.
Income Taxes
78
  19.
Rental Expense and Lease Commitments
81
  20.
Summary Financial Information
81
  21.
Business Segment Information
88
  22.
Selected Quarterly Financial Data (unaudited)
89
  23.
Accumulated Other Comprehensive Loss
90
  24.
Effects of New Accounting Pronouncements
90
       
   Schedule II – Valuation and Qualifying Accounts.
92
 
 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Shareholders of Columbus McKinnon Corporation

We have audited the accompanying consolidated balance sheets of Columbus McKinnon Corporation as of March 31, 2012 and 2011, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended March 31, 2012. Our audits also included the financial statement schedule listed in the Index at Item 15(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Columbus McKinnon Corporation at March 31, 2012 and 2011 and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Columbus McKinnon Corporation’s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 30, 2012 expressed an unqualified opinion thereon.
 
/s/ Ernst & Young LLP

Buffalo, New York
May 30, 2012
 
 
COLUMBUS McKINNON CORPORATION

CONSOLIDATED BALANCE SHEETS

   
March 31,
 
   
2012
   
2011
 
   
(In thousands, except share
data)
 
ASSETS
 
 
   
 
 
Current assets:
 
 
   
 
 
Cash and cash equivalents
  $ 89,473     $ 80,139  
Trade accounts receivable, less allowance for doubtful accounts ($2,745 and $3,166, respectively)
    88,642       77,744  
Inventories
    108,055       90,031  
Prepaid expenses and other
    10,449       14,294  
Total current assets
    296,619       262,208  
Net property, plant, and equipment
    61,709       59,360  
Goodwill
    106,435       106,055  
Other intangibles, net
    15,791       18,089  
Marketable securities
    25,393       24,592  
Deferred taxes on income
    2,824       1,217  
Other assets
    6,636       7,351  
Total assets
  $ 515,407     $ 478,872  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Notes payable to banks
  $ 112     $ 473  
Trade accounts payable
    40,991       37,174  
Accrued liabilities
    61,713       56,455  
Restructuring reserve
    -       47  
Current portion of long-term debt
    1,093       1,116  
Total current liabilities
    103,909       95,265  
Senior debt, less current portion
    3,749       4,949  
Subordinated debt
    148,140       147,867  
Other non-current liabilities
    99,143       68,645  
Total liabilities
    354,941       316,726  
Shareholders’ equity:
               
Voting common stock: 50,000,000 shares authorized; 19,400,526 and 19,171,428 shares issued and outstanding
    193       191  
Additional paid-in capital
    189,260       184,884  
Retained earnings (accumulated deficit)
    25,895       (1,072 )
ESOP debt guarantee: 60,460 and 88,097  shares
    (975 )     (1,407 )
Accumulated other comprehensive loss
    (53,907 )     (20,450 )
Total shareholders’ equity
    160,466       162,146  
Total liabilities and shareholders’ equity
  $ 515,407     $ 478,872  

See accompanying notes.
 

COLUMBUS McKINNON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Year Ended March 31,
 
   
 
   
 
   
 
 
   
2012
   
2011
   
2010
 
   
(In thousands, except per share data)
 
Net sales
  $ 591,945     $ 524,065     $ 476,183  
Cost of products sold
    434,227       398,013       360,244  
Gross profit
    157,718       126,052       115,939  
Selling expenses
    64,860       62,910       64,464  
General and administrative expenses
    46,677       40,592       36,892  
Restructuring (gain) charges, net
    (1,037 )     2,200       16,519  
Amortization of intangibles
    2,074       1,778       1,876  
Income (loss) from operations
    45,144       18,572       (3,812 )
Interest and debt expense
    14,214       13,532       13,225  
Cost of bond redemptions
          3,939       -  
Investment income
    (1,018 )     (3,041 )     (1,544 )
Foreign currency exchange loss (gain)
    316       452       (344 )
Other income, net
    (1,179 )     (1,375 )     (2,260 )
Income (loss) from continuing operations before income tax expense (benefit)
    32,811       5,065       (12,889 )
Income tax expense (benefit)
    6,896       41,411       (5,345 )
Income (loss) from continuing operations
    25,915       (36,346 )     (7,544 )
                         
Income from discontinued operations (net of tax)
    1,052       396       531  
Net income (loss)
  $ 26,967     $ (35,950 )   $ (7,013 )
                         
Average basic shares outstanding
    19,272       19,047       18,963  
Average diluted shares outstanding
    19,512       19,047       18,963  
                         
Income (loss) from continuing operations
  $ 1.35     $ (1.91 )   $ (0.40 )
Income from discontinued operations
    0.05       0.02       0.03  
Basic income (loss) per share
  $ 1.40     $ (1.89 )   $ (0.37 )
                         
Diluted (loss) per share:
                       
Income (loss) from continuing operations
  $ 1.33     $ (1.91 )   $ (0.40 )
Income from discontinued operations
    0.05       0.02       0.03  
Diluted income (loss) per share
  $ 1.38     $ (1.89 )   $ (0.37 )
 
See accompanying notes.
 

COLUMBUS McKINNON CORPORATION
 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share data)

   
Common
Stock ($.01
par value)
   
Additional
Paid-in
Capital
   
Retained Earnings
   
ESOP
Debt
Guarantee
   
Accumulated Other Comprehensive Loss
   
Total Shareholders Equity
 
Balance at April 1, 2009
  $ 190     $ 180,327     $ 41,891     $ (2,309 )   $ (38,245 )   $ 181,854  
Comprehensive income:
                                               
Net loss 2010
    -       -       (7,013 )     -       -       (7,013 )
Change in foreign currency translation adjustment
    -       -       -       -       4,789       4,789  
Change in net unrealized gain on  investments, net of tax of $1,090
    -       -       -       -       2,025       2,025  
Change in derivatives qualifying as hedges
    -       -       -       -       (58 )     (58 )
Change in pension liability and postretirement obligations, net of tax of  $3,773
    -       -       -       -       3,163       3,163  
Total comprehensive income
                                            2,906  
Stock compensation - directors
    -       280       -       -       -       280  
Stock options exercised, 45,500 shares
    1       291       -       -       -       292  
Stock compensation expense
    -       1,544       -       -       -       1,544  
Tax effect of exercise of stock  options
    -       (5 )     -       -       -       (5 )
Earned 28,693 ESOP shares
    -       (52 )     -       459       -       407  
Balance at March 31, 2010
  $ 191     $ 182,385     $ 34,878     $ (1,850 )   $ (28,326 )   $ 187,278  
Comprehensive income (loss):
                                               
Net loss 2011
    -       -       (35,950 )     -       -       (35,950 )
Change in foreign currency translation adjustment
    -       -       -       -       4,933       4,933  
Change in net unrealized gain on  investments, net of tax of $0
    -       -       -       -       (329 )     (329 )
Change in derivatives qualifying as hedges, net of tax of $0
                                    239       239  
Change in pension liability and postretirement obligations, net of tax of $952
    -       -       -       -       3,033       3,033  
Total comprehensive loss
                                            (28,074 )
Stock compensation - directors
    -       450       -       -       -       450  
Stock options exercised, 6,625 shares
    -       56       -       -       -       56  
Stock compensation expense
    -       2,034       -       -       -       2,034  
Tax effect of exercise of stock  options
    -       (68 )     -       -       -       (68 )
Earned 27,669 ESOP shares
    -       27       -       443       -       470  
Balance at March 31, 2011
  $ 191     $ 184,884     $ (1,072 )   $ (1,407 )   $ (20,450 )   $ 162,146  
Comprehensive income (loss):
                                               
Net income 2012
    -       -       26,967       -       -       26,967  
Change in foreign currency translation adjustment
    -       -       -       -       (4,621 )     (4,621 )
Change in net unrealized gain on  investments, net of tax of $0
    -       -       -       -       1,201       1,201  
Change in derivatives qualifying as hedges, net of tax of $12
    -       -       -       -       (246 )     (246 )
Change in pension liability and postretirement obligations, net of tax of $438
    -       -       -       -       (29,791 )     (29,791 )
Total comprehensive loss
                                            (6,490 )
Stock compensation - directors
    -       420       -       -       -       420  
Stock options exercised, 171,970 shares
    2       1,436       -       -       -       1,438  
Stock compensation expense
    -       2,493       -       -       -       2,493  
Earned 26,872 ESOP shares
    -       27       -       432       -       459  
Balance at March 31, 2012
  $ 193     $ 189,260     $ 25,895     $ (975 )   $ (53,907 )   $ 160,466  

See accompanying notes.
 

COLUMBUS McKINNON CORPORATION
 
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
 
Year ended March 31,
 
 
 
2012
   
2011
   
2010
 
Operating activities:
 
(In thousands)
 
Net income (loss)
  $ 26,967     $ (35,950 )   $ (7,013 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
Income from discontinued operations
    (1,052 )     (396 )     (531 )
Depreciation and amortization
    11,862       11,050       12,490  
Deferred income taxes
    (910 )     40,773       (8,675 )
Gain on sale of real estate/investments and other
    (1,958 )     (2,884 )     (2,515 )
Loss on early retirement of bonds
    -       3,939       -  
Amortization/write-off of deferred financing costs
    383       278       640  
Stock-based compensation
    2,913       2,484       1,824  
Gain on re-measurement of investment
    (850 )     -       -  
Non-cash restructuring charges
    -       -       1,835  
Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures:
                       
Trade accounts receivable
    (9,823 )     (6,683 )     10,508  
Inventories
    (17,489 )     (9,848 )     21,477  
Prepaid expenses and other
    3,232       (3,983 )     941  
Other assets
    544       (1,195 )     1,228  
Trade accounts payable
    3,862       4,027       288  
Accrued and non-current liabilities
    5,906       1,668       (2,630 )
Net cash provided by operating activities
    23,587       3,280       29,867  
Investing activities:
                       
Proceeds from sale of marketable securities
    5,747       23,048       6,340  
Purchases of marketable securities
    (5,190 )     (16,427 )     (4,518 )
Capital expenditures
    (13,765 )     (12,543 )     (7,245 )
Proceeds from sale of assets
    1,971       1,182       3,542  
Purchase of business
    (3,356 )     -       -  
Net cash used for investing activities from continuing operations
    (14,593 )     (4,740 )     (1,881 )
Net cash provided by investing activities from discontinued operations
    1,052       396       531  
Net cash used for investing activities
    (13,541 )     (4,344 )     (1,350 )
Financing activities:
                       
Proceeds from exercise of stock options
    1,436       -       291  
Payment of bond redemption tender fees
    -       (3,154 )     -