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Columbus McKinnon(CMCO) - 2020 Q3 - Quarterly Report

Part I. Financial Information This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents the company's unaudited condensed consolidated financial statements and detailed notes for periods ended December 31, 2019 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and equity | Metric | Dec 31, 2019 (in thousands) | Mar 31, 2019 (in thousands) | | :--------------------------- | :-------------------------- | :-------------------------- | | Total Assets | $1,079,859 | $1,061,571 | | Total Liabilities | $595,493 | $630,412 | | Total Shareholders' Equity | $484,366 | $431,159 | | Cash and Cash Equivalents | $84,014 | $71,093 | | Inventories | $135,449 | $146,263 | | Term Loan and Revolving Credit Facility | $186,893 | $235,320 | Condensed Consolidated Statements of Operations This section details the company's revenues, costs, and profitability over specific reporting periods | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :--------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Sales | $199,355 | $217,415 | $619,676 | $659,549 | | Cost of products sold | $131,483 | $144,010 | $402,699 | $430,597 | | Gross Profit | $67,872 | $73,405 | $216,977 | $228,952 | | Income from operations | $20,886 | $6,646 | $73,160 | $44,974 | | Net income (loss) | $15,250 | $(782) | $50,428 | $22,836 | | Basic income (loss) per share | $0.64 | $(0.03) | $2.14 | $0.98 | | Diluted income (loss) per share | $0.63 | $(0.03) | $2.11 | $0.97 | | Dividends declared per common share | $0.06 | $0.05 | $0.12 | $0.10 | Condensed Consolidated Statements of Comprehensive Income (Loss) This section presents the company's net income adjusted for other comprehensive income or loss items | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) | $15,250 | $(782) | $50,428 | $22,836 | | Foreign currency translation adjustments | $5,479 | $(2,236) | $(1,596) | $(14,802) | | Change in derivatives qualifying as hedges, net of taxes | $862 | $89 | $(102) | $(619) | | Change in pension liability and postretirement obligation, net of taxes | $(193) | $86 | $(10) | $725 | | Total other comprehensive income (loss) | $6,148 | $(2,061) | $(1,708) | $(14,696) | | Comprehensive income (loss) | $21,398 | $(2,843) | $48,720 | $8,140 | Condensed Consolidated Statements of Shareholders' Equity This section outlines changes in the company's equity accounts, including net income, dividends, and stock-related transactions | Metric (in thousands) | Balance at Mar 31, 2019 | Balance at Dec 31, 2019 | | :-------------------------------- | :---------------------- | :---------------------- | | Total Shareholders' Equity | $431,159 | $484,366 | | Net income (9 months) | N/A | $50,428 | | Dividends declared (9 months) | N/A | $(4,245) | | Change in foreign currency translation adjustment (9 months) | N/A | $5,479 | | Stock options exercised (9 months) | N/A | $4,457 | | Stock compensation expense (9 months) | N/A | $3,510 | Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities | Metric (in thousands) | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :---------------------------------------- | :-------------------------- | :-------------------------- | | Net Cash Provided by Operating Activities | $70,252 | $53,796 | | Net Cash Used for Investing Activities | $(6,977) | $(1,848) | | Net Cash Used for Financing Activities | $(50,431) | $(51,768) | | Effect of exchange rate changes on cash | $77 | $(5,416) | | Net Change in Cash and Cash Equivalents | $12,921 | $(5,236) | | Cash, Cash Equivalents, and Restricted Cash at End of Period | $84,264 | $58,329 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of the accounting policies, significant transactions, and financial instrument details 1. Description of Business This note describes the company's core business, products, and geographic sales distribution - The company is a leading global designer, manufacturer, and marketer of motion control products, technologies, systems, and services 25 - Key products include hoists, actuators, rigging tools, light rail work stations, and digital power and motion control systems for commercial and industrial applications 25 - Sales to US customers represented approximately 54% and 55% for the three and nine months ended December 31, 2019, respectively 26 2. Disposals This note details the company's divestitures and facility consolidation plans as part of its growth strategy - As part of its 'Blueprint for Growth' strategy, the company sold its Tire Shredder business, Crane Equipment and Service Inc., and Stahlhammer Bommern GmbH in fiscal 2019 27 - An impairment loss of $27.75 million was recorded on remaining held-for-sale businesses during the nine months ended December 31, 2018 28 - The company completed the consolidation of its Salem, Ohio facility in Q1 fiscal 2020 and plans to consolidate two Hangzhou, China manufacturing facilities 3032 3. Revenue Recognition This note explains the company's policies for recognizing revenue from standard and custom engineered products - Revenue from standard products is recognized upon shipment when legal title and significant risks and rewards transfer to the customer 34 - Revenue for custom engineered products is generally recognized upon project completion, or over time if an enforceable right to payment exists 3536 Customer Advances (contract liabilities) | Customer Advances (contract liabilities) (in thousands) | Dec 31, 2019 | Dec 31, 2018 | | :---------------------------------------------------- | :----------- | :----------- | | March 31, beginning balance | $11,501 | $15,909 | | Additional customer advances received | $26,745 | $32,552 | | Revenue recognized from customer advances | $(25,773) | $(36,024) | | December 31, ending balance | $12,500 | $11,356 | Net Sales by Grouping | Net Sales by Grouping (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :----------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Industrial Products | $84,067 | $91,720 | $267,459 | $288,239 | | Crane Solutions | $92,134 | $93,190 | $287,374 | $280,333 | | Engineered Products | $23,134 | $23,512 | $64,795 | $61,659 | | All other | $20 | $8,993 | $48 | $29,318 | | Total | $199,355 | $217,415 | $619,676 | $659,549 | 4. Fair Value Measurements This note describes the company's fair value measurement hierarchy and the valuation of financial instruments - Fair value measurements are categorized into a three-level hierarchy based on input observability: Level 1 for quoted prices, Level 2 for observable inputs, and Level 3 for unobservable inputs 4849 - The company's derivatives and pension-related annuity contract are valued using Level 2 inputs, while marketable securities use Level 1 inputs 5255 Description | Description (in thousands) | Dec 31, 2019 Fair Value | Mar 31, 2019 Fair Value | Fair Value Hierarchy (Dec 31, 2019) | | :----------------------------------- | :---------------------- | :---------------------- | :---------------------------------- | | Marketable securities | $7,370 | $7,028 | Level 1 | | Annuity contract | $2,004 | $2,285 | Level 2 | | Foreign exchange contracts (net) | $(155) | $(70) | Level 2 | | Interest rate swap liability (asset) | $(1,258) | $1,213 | Level 2 | | Cross currency swap liability (net) | $(10,527) | $(13,708) | Level 2 | | Term loan (disclosed at fair value) | $(262,416) | $(310,463) | Level 2 | 5. Inventories This note provides a breakdown of inventory components and changes over the reporting period Inventory Component | Inventory Component (in thousands) | Dec 31, 2019 | Mar 31, 2019 | | :--------------------------------- | :----------- | :----------- | | Raw materials | $93,778 | $88,786 | | Work-in-process | $24,819 | $32,547 | | Finished goods | $35,204 | $40,523 | | Total at cost - FIFO basis | $153,801 | $161,856 | | LIFO cost less than FIFO cost | $(18,352) | $(15,593) | | Net inventories | $135,449 | $146,263 | - Net inventories decreased by $10.81 million from March 31, 2019, to December 31, 2019, primarily due to reductions in work-in-process and finished goods 60 6. Marketable Securities and Other Investments This note details the company's marketable securities and equity method investments, including their valuation and impact on earnings - Marketable securities are recorded at fair value through earnings and held as long-term assets for settling general and product liability insurance claims 6163 Unrealized Gains/Losses on Marketable Securities | Unrealized Gains/Losses on Marketable Securities (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :-------------------------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Impact on earnings (gain/loss) | $67 | $(422) | $232 | $(317) | - The company holds a 49% equity method investment in Eastern Morris Cranes Company Limited (EMC), with a carrying value of $3.45 million at December 31, 2019 64 7. Goodwill and Intangible Assets This note provides information on the company's goodwill and identifiable intangible assets, including their carrying values and amortization - Goodwill totaled $322.77 million at December 31, 2019, with no impairment indicators identified during the quarter 6668 Identifiable Intangible Assets | Identifiable Intangible Assets (in thousands) | Dec 31, 2019 Net | Mar 31, 2019 Net | | :-------------------------------------------- | :--------------- | :--------------- | | Trademark | $1,873 | $2,074 | | Indefinite lived trademark | $46,971 | $46,981 | | Customer relationships | $139,718 | $146,984 | | Acquired technology | $34,123 | $36,303 | | Other | $521 | $598 | | Total | $223,206 | $232,940 | Amortization Expense | Amortization Expense (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :---------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Amortization Expense | $3,229 | $3,701 | $9,708 | $11,358 | 8. Derivative Instruments This note describes the company's use of derivative instruments to manage foreign currency and interest rate exposures - The company uses derivative instruments, including cross currency swaps, foreign currency forwards, and interest rate swaps, to manage foreign currency and interest rate exposures, not for speculative trading 72 - Cross currency swap agreements, with a notional amount of $185.61 million, are designated as cash flow hedges for intercompany loans related to the STAHL acquisition, maturing by January 31, 2022 75 - Interest rate swap agreements, with a total notional amount of $173.56 million, are designated as cash flow hedges for variable interest rate changes on the senior secured term loan, maturing by December 31, 2023 78 9. Debt This note outlines the company's debt facilities, including the revolving facility and term loan, and repayment activities - The company's debt facilities include a $100 million Revolving Facility and a $445 million 1st Lien Term Loan, established for the STAHL acquisition 83 - The outstanding principal balance of the Term Loan was $260.46 million as of December 31, 2019 84 - The company repaid $50 million on the Term Loan during the nine months ended December 31, 2019, and plans to pay down $65 million in total over the next 12 months 84 10. Net Periodic Benefit Cost This note details the components of the company's net periodic pension cost and planned contributions Net Periodic Pension Cost | Net Periodic Pension Cost (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Service costs | $269 | $255 | $784 | $791 | | Interest cost | $3,701 | $3,864 | $11,077 | $11,629 | | Expected return on plan assets | $(3,971) | $(4,594) | $(11,917) | $(13,836) | | Net amortization | $573 | $572 | $1,714 | $1,750 | | Net periodic pension (benefit) cost | $572 | $97 | $1,658 | $334 | - The company plans to contribute approximately $11.09 million to its pension plans in fiscal 2020 92 11. Earnings Per Share This note presents the calculation of basic and diluted earnings per share and related adjustments EPS | EPS (in thousands, except per share data) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :---------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income | $15,250 | $(782) | $50,428 | $22,836 | | Weighted-average common stock outstanding – basic | 23,679 | 23,348 | 23,581 | 23,245 | | Basic income (loss) per share | $0.64 | $(0.03) | $2.14 | $0.98 | | Diluted income (loss) per share | $0.63 | $(0.03) | $2.11 | $0.97 | - Stock options, restricted stock units, and performance shares for 234,000 common shares were antidilutive and excluded from diluted EPS computation for the three and nine months ended December 31, 2019 93 - The company reversed $1.98 million in stock compensation expense due to the CEO's resignation and forfeiture of shares in the quarter ended December 31, 2019 96 12. Loss Contingencies This note details the company's accrued liabilities for general, product, asbestos, and environmental loss contingencies - Accrued general and product liability costs totaled $11.78 million as of December 31, 2019, with $8.24 million in non-current liabilities and $3.54 million in accrued liabilities 100 - The estimated asbestos-related aggregate liability, including legal costs, is approximately $4.86 million as of December 31, 2019, with $2 million expected over the next 12 months 106 - The estimated product-related aggregate liability is approximately $6.03 million as of December 31, 2019 108 - Total liabilities for all environmental matters related to Magnetek were $532 thousand as of December 31, 2019 121 13. Income Taxes This note discusses the company's income tax expense, effective tax rate, and the impact of foreign tax credits Income Tax Expense as % of Income from Continuing Operations Before Tax | Income Tax Expense as % of Income from Continuing Operations Before Tax | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :-------------------------------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Income Tax Expense % | 13% | 134% | 20% | 29% | - Income tax expense as a percentage of income from continuing operations decreased by 11 percentage points for the three months ended December 31, 2019, due to foreign tax credit utilization, resulting in a $1.91 million tax benefit 127129 - The estimated effective tax rate for continuing operations is approximately 21% to 22% for fiscal 2020 131 14. Changes in Accumulated Other Comprehensive Loss This note outlines the changes in accumulated other comprehensive loss components, including retirement obligations and foreign currency adjustments AOCL Component | AOCL Component (in thousands) | Beginning Balance (Q3 2019) | Ending Balance (Dec 31, 2019) | | :---------------------------- | :-------------------------- | :---------------------------- | | Retirement Obligations | $(54,962) | $(55,155) | | Foreign Currency | $(32,430) | $(26,951) | | Change in Derivatives | $(3,516) | $(2,654) | | Total AOCL | $(90,908) | $(84,760) | - Net current period other comprehensive income for the three months ended December 31, 2019, was $6.15 million, primarily driven by foreign currency translation adjustments ($5.48 million) and changes in derivatives qualifying as hedges ($862 thousand) 133 15. Leases This note details the company's adoption of new lease accounting standards and the impact on its financial statements - The company adopted ASU No. 2016-02, 'Leases (Topic 842),' effective April 1, 2019, using the modified retrospective method and electing practical expedients 136160 - Upon adoption, the company recognized initial operating lease ROU assets and corresponding lease liabilities of $35.55 million 139 Lease Metric | Lease Metric (in thousands) | Dec 31, 2019 | | :-------------------------------------- | :----------- | | ROU Assets (Other assets) | $37,729 | | Current Lease Liabilities (Accrued liabilities) | $7,098 | | Non-current Lease Liabilities (Other non current liabilities) | $30,823 | | Total Lease Liabilities | $37,921 | | Weighted-average remaining lease term | 7.05 years | | Weighted-average discount rate | 4.13% | | Operating lease expense (9 months) | $6,833 | 16. Effects of New Accounting Pronouncements This note discusses the company's evaluation and adoption of recent accounting pronouncements and their financial impact - The company is evaluating ASU 2019-12 (Simplifying Income Taxes) and ASU 2016-13 (Credit Losses), effective for fiscal years beginning after December 15, 2020, and December 15, 2019, respectively 150154 - Several ASUs related to leases and share-based payments were adopted in fiscal 2020, with no material impact on the financial statements 156157158159160162 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION This section provides an executive overview, detailed financial performance analysis, and discussions on liquidity, capital resources, and market conditions EXECUTIVE OVERVIEW This section introduces the company's business, strategic initiatives, and global revenue distribution - Columbus McKinnon Corporation is a leading global designer, manufacturer, and marketer of motion control products, technologies, systems, and services 168 - The 'Blueprint for Growth Strategy' focuses on business simplification, operational excellence, and profitable growth through new product development and a digital platform 169 - Approximately 45% of the company's revenue for the nine months ended December 31, 2019, is from customers outside the US, enhanced by the STAHL acquisition 170 Results of Operations (Three Months Ended December 31, 2019 and December 31, 2018) This section analyzes the company's financial performance for the three months ended December 31, 2019, compared to the prior year - Net sales decreased by 8.3% to $199.36 million, primarily due to decreased sales volume ($10.63 million) and divested businesses ($8.98 million), partially offset by price increases ($3.25 million) 176 - Gross profit decreased by 7.5% to $67.87 million, but the gross profit margin slightly improved to 34.0% from 33.8% 177 - General and administrative expenses decreased by $2.42 million, largely due to lower incentive compensation and a $1.98 million reversal of stock compensation expense related to the CEO's resignation 179 - Income from operations increased significantly to $20.89 million from $6.65 million in the prior year, and net income was $15.25 million compared to a loss of $782 thousand 13 Results of Operations (Nine Months Ended December 31, 2019 and December 31, 2018) This section analyzes the company's financial performance for the nine months ended December 31, 2019, compared to the prior year - Net sales decreased by 6.0% to $619.68 million, primarily due to sales from divested businesses ($29.32 million) and decreased sales volume ($10.04 million), partially offset by price increases ($10.34 million) 188 - Gross profit decreased by 5.2% to $216.98 million, but the gross profit margin slightly improved to 35.0% from 34.7% 189 - General and administrative expenses decreased by $5.18 million, driven by lower incentive compensation and a $1.98 million reversal of stock compensation expense related to the CEO's resignation 191 - Income from operations increased to $73.16 million from $44.97 million in the prior year, and net income was $50.43 million compared to $22.84 million 13 Liquidity and Capital Resources This section discusses the company's cash position, operating cash flows, and sufficiency of funds for future operations and obligations - Cash, cash equivalents, and restricted cash increased by $12.92 million to $84.26 million at December 31, 2019 201 - Net cash provided by operating activities was $70.25 million for the nine months ended December 31, 2019, an increase from $53.80 million in the prior year 202 - The company believes its cash on hand, cash flows, and borrowing capacity are sufficient to fund ongoing operations, debt obligations, and capital expenditures for at least the next twelve months 208 Capital Expenditures This section provides details on the company's capital expenditures for the reporting period and future expectations Capital Expenditures | Capital Expenditures (in thousands) | 9 Months Ended Dec 31, 2019 | 9 Months Ended Dec 31, 2018 | | :---------------------------------- | :-------------------------- | :-------------------------- | | Consolidated Capital Expenditures | $6,761 | $7,236 | - The company expects capital expenditures for fiscal 2020 to range from approximately $10 million to $12 million, excluding acquisitions and strategic alliances 216 Inflation and Other Market Conditions This section discusses the impact of inflation and trade tariffs on the company's costs and operations - The company's costs are affected by inflation, particularly in employee benefits and steel prices, though general inflation has not had a material effect due to the ability to pass on costs through price increases 217 - The estimated fiscal 2020 exposure for trade tariffs is approximately $2.5 million, which will increase the cost of products sold 173 Goodwill Impairment Testing This section describes the company's annual goodwill impairment testing process and current assessment - Goodwill is tested for impairment at least annually at the reporting unit level, one level below the operating segment 218219 - The company has two reporting units: Duff-Norton ($9.61 million goodwill) and Rest of Products ($313.16 million goodwill) as of December 31, 2019 219 - As of December 31, 2019, the company does not believe any significant impairment indicators exist or that any reporting units are at risk of failing the goodwill impairment test 220 Seasonality and Quarterly Results This section highlights factors that can materially affect quarterly results and emphasizes that past performance is not indicative of future results - Quarterly results can be materially affected by factors such as large customer orders, vacation/holiday concentrations, legal settlements, market gains/losses on securities, restructuring charges, foreign currency translation, and divestitures/acquisitions 222 - Operating results for any particular fiscal quarter are not necessarily indicative of results for any subsequent fiscal quarter or for the full fiscal year 222 Effects of New Accounting Pronouncements This section refers to Note 16 for information regarding the effects of new accounting pronouncements - Information regarding the effects of new accounting pronouncements is included in Note 16 to the accompanying consolidated financial statements 223 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This section includes forward-looking statements subject to risks and uncertainties, with no obligation to update revisions - This report includes 'forward-looking statements' subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially 225 - The company disclaims any obligation to publicly release the results of any revisions to these forward-looking statements to reflect future events or circumstances 225 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section reports no material changes in the company's market risks since the end of fiscal 2019 - There have been no material changes in the company's market risks since the end of fiscal 2019 227 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of December 31, 2019, with no material changes in internal control - The company's disclosure controls and procedures were evaluated and concluded to be effective as of December 31, 2019 228 - There have been no material changes in the company's internal control over financial reporting during the most recent quarter 229 Part II. Other Information This section provides additional information on legal proceedings, risk factors, equity sales, defaults, and exhibits Item 1. Legal Proceedings – none. This section reports no legal proceedings under this item - No legal proceedings are reported under this item 231 Item 1A. Risk Factors This section reports no material changes to risk factors from the 2019 10-K, except for a new risk related to LIBOR phase-out - No material changes from the risk factors previously disclosed in the company's 2019 10-K, other than a new risk regarding LIBOR 232 - Changes in the method of determining LIBOR, or its replacement, may adversely affect interest rates on the company's Term Loan and Revolver 233 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – none. This section reports no unregistered sales of equity securities or use of proceeds - No unregistered sales of equity securities and use of proceeds are reported under this item 234 Item 3. Defaults upon Senior Securities – none. This section reports no defaults upon senior securities - No defaults upon senior securities are reported under this item 235 Item 4. Mine Safety Disclosures. This section indicates that Mine Safety Disclosures are not applicable to the company - Mine Safety Disclosures are not applicable to the company 236 Item 5. Other Information – none. This section reports no other information - No other information is reported under this item 236 Item 6. Exhibits This section lists exhibits filed with the 10-Q report, including officer certifications and iXBRL financial statements - Exhibits include certifications from the Chief Executive Officer (Exhibit 31.1) and Chief Financial Officer (Exhibit 31.2) pursuant to the Securities Exchange Act of 1934 238 - Exhibit 32 is a certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 238 - Exhibit 101 includes the financial statements from the Quarterly Report on Form 10-Q formatted in iXBRL 238 SIGNATURES This section contains the official signatures for the report Signature The report is signed by Gregory P. Rustowicz, Vice President Finance and Chief Financial Officer, on February 4, 2020 - The report was signed by Gregory P. Rustowicz, Vice President Finance and Chief Financial Officer, on February 4, 2020 240