Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Columbus McKinnon Corporation
Audited Consolidated Financial Statements as of March 31, 2024:
Report of Independent Registered Public Accounting Firm
35
Consolidated Balance Sheets
38
Consolidated Statements of Operations
39
Consolidated Statements of Comprehensive Income
40
Consolidated Statements of Shareholders’ Equity
41
Consolidated Statements of Cash Flows
42
Notes to Consolidated Financial Statements
1 Description of Business
43
2 Accounting Principles and Practices
43
3 Acquisitions & Disposals
47
4 Revenue & Receivables
48
5 Fair Value Measurements
52
6 Inventories
55
7 Marketable Securities and Other Investments
55
8 Property, Plant, and Equipment
56
9 Goodwill and Intangible Assets
56
10 Derivative Instruments
58
11 Accrued Liabilities and Other Non-current Liabilities
61
12 Debt
61
13 Pensions and Other Benefit Plans
64
14 Employee Stock Ownership Plan ("ESOP")
69
15 Earnings per Share and Stock Plans
69
16 Loss Contingencies
74
17 Income Taxes
79
18 Leases
82
19 Business Segment Information
84
20 Accumulated Other Comprehensive Loss
85
21 Effects of New Accounting Pronouncements
88
Schedule II – Valuation and Qualifying Accounts.
89
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Columbus McKinnon Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Columbus McKinnon Corporation (the Company) as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended March 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Valuation of Goodwill for the Precision Conveyance Reporting Unit
Description of the Matter At March 31, 2024, the Company’s goodwill was $710.3 million. The goodwill associated with the Precision Conveyance reporting unit amounted to $395.9 million as of March 31, 2024. As discussed in Notes 2 and 9 of the consolidated financial statements, goodwill is quantitatively tested, for impairment at least annually, or more frequently if circumstances warrant, at the reporting unit level. In its quantitative test, the Company applied a discounted cash flow method to estimate the fair value of its reporting unit which incorporated various assumptions, the most significant being projected revenue growth rates, EBITDA margins, and the discount rate.
Auditing management’s annual goodwill impairment assessment was complex and highly judgmental due to the significant estimation required to determine the fair value of the Precision Conveyance reporting unit. The fair value estimate for the Precision Conveyance reporting unit was sensitive to significant assumptions inherent in the Company’s discounted estimated future cash flows, in particular changes in the projected revenue growth rates, EBITDA margins, and the discount rate, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.
To test the estimated fair value of the Company’s Precision Conveyance reporting unit, we performed audit procedures with the assistance of our valuation professionals that included, among others, assessing the methodology used and testing the significant assumptions discussed above and the underlying data used in the impairment analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated the effects of expanding into new markets and other factors on the significant assumptions. We assessed the historical accuracy of management’s revenue forecasts and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.
Product Liabilities and Related Legal Costs
Description of the Matter At March 31, 2024, the Company’s liability for asbestos-related product liability claims and related legal costs was $14.2 million. As discussed in Note 16 to the consolidated financial statements, the Company is involved in asbestos-related litigation the cost of which is paid through a wholly-owned captive insurance company.
Auditing management's estimate of its reserves for asbestos-related product liabilities is complex and highly judgmental due to the significant estimation and judgment required in determining the ultimate outcomes of the cases asserted against the Company and in determining the ultimate costs for the Company to defend against such claims. In particular, the estimated asbestos-related product liability reserve is sensitive to significant assumptions such as case dismissal rates, the number of years case activity might continue, legal and other costs to defend claims. The cost to defend claims takes into consideration the extent to which insurance carriers, under pre-existing insurance policies and pursuant to a legal settlement, are covering future indemnity payments and sharing in payment of future legal defense costs.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s asbestos-related product liability estimation process. Our procedures included, among others, testing management’s review of significant assumptions used for purposes of calculating the estimated liability.
To test the estimated liability for asbestos-related product liability claims, we performed audit procedures that included, among others, testing the completeness and accuracy of the asbestos-related claims data underlying the estimated liability. We compared forecasts of legal defense costs and dismissal ratios utilized by management in prior year reserve estimates to actual defense costs incurred and the actual ratios of asbestos claims asserted to claims dismissed. We inspected analyses prepared by the Company to support the current forecasts of defense costs and dismissal ratios. We inspected correspondence from the Company’s internal counsel as to the number and status of outstanding claims asserted and correspondence from external counsel to corroborate the information provided by management. We involved a specialist to assist with our procedures and to develop an independent range of asbestos-related product liability reserves, which we compared to the Company’s recorded amount.
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/s/ Ernst & Young LLP
We have served as the Company’s auditor since at least 1917, but we are unable to determine the specific year.
Charlotte, North Carolina
May 29, 2024
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COLUMBUS McKINNON CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31,
2024 2023
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents $ 114,126 $ 133,176
Trade accounts receivable, less allowance for doubtful accounts ($ 3,827 and $ 3,620 , respectively)
171,186 151,451
Inventories 186,091 179,359
Prepaid expenses and other 42,752 32,254
Total current assets 514,155 496,240
Net property, plant, and equipment 106,395 94,360
Goodwill 710,334 644,629
Other intangibles, net 385,634 362,537
Marketable securities 11,447 10,368
Deferred taxes on income 1,797 2,035
Other assets 96,183 88,286
Total assets $ 1,825,945 $ 1,698,455
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable $ 83,118 $ 76,736
Accrued liabilities 127,973 124,317
Current portion of long-term debt and finance lease obligations 50,670 40,604
Total current liabilities 261,761 241,657
Term loan, AR securitization facility and finance lease obligations 479,566 430,988
Other non-current liabilities 202,555 192,013
Total liabilities 943,882 864,658
Shareholders’ equity:
Voting common stock: 50,000,000 shares authorized; 28,799,110 and 28,611,721 shares issued and outstanding
288 286
Treasury Stock ( 1,001 ) ( 1,001 )
Additional paid-in capital 527,125 515,797
Retained earnings 395,328 356,758
Accumulated other comprehensive loss ( 39,677 ) ( 38,043 )
Total shareholders’ equity 882,063 833,797
Total liabilities and shareholders’ equity $ 1,825,945 $ 1,698,455
See accompanying notes.
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COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended March 31,
2024 2023 2022
(In thousands, except per share data)
Net sales $ 1,013,540 $ 936,240 $ 906,555
Cost of products sold 638,702 594,141 590,825
Gross profit 374,838 342,099 315,730
Selling expenses 105,341 102,528 99,187
General and administrative expenses 106,760 94,794 102,128
Research and development expenses 26,193 20,935 15,351
Amortization of intangibles 29,396 26,001 25,283
Income from operations 107,148 97,841 73,781
Interest and debt expense 37,957 27,942 20,126
Cost of debt refinancing — — 14,803
Investment (income) loss, net ( 1,759 ) ( 315 ) ( 46 )
Foreign currency exchange loss (gain), net 1,826 ( 2,189 ) 1,574
Other (income) expense, net 7,597 ( 2,072 ) ( 1,122 )
Income before income tax expense 61,527 74,475 38,446
Income tax expense 14,902 26,046 8,786
Net income $ 46,625 $ 48,429 $ 29,660
Average basic shares outstanding 28,728 28,600 28,040
Average diluted shares outstanding 29,026 28,818 28,401
Basic income per share $ 1.62 $ 1.69 $ 1.06
Diluted income per share $ 1.61 $ 1.68 $ 1.04
Dividends declared per common share $ 0.28 $ 0.28 $ 0.25
See accompanying notes.
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COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
March 31,
2024 2023 2022
(In thousands)
Net income $ 46,625 $ 48,429 $ 29,660
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments ( 433 ) ( 4,273 ) ( 6,303 )
Pension liability adjustments, net of taxes of $( 71 ), $( 3,678 ) and $( 5,282 )
812 8,058 16,286
Other post retirement obligations adjustments, net of taxes of $ 22 , $ 16 , and $ 48
( 94 ) ( 66 ) ( 153 )
Split-dollar life insurance arrangement adjustments, net of taxes of $( 426 ), $( 73 ), and $( 45 )
1,386 251 180
Change in derivatives qualifying as hedges, net of taxes of $ 1,111 , $( 2,636 ), and $( 39 )
( 3,305 ) 7,886 77
Total other comprehensive income (loss) ( 1,634 ) 11,856 10,087
Comprehensive income $ 44,991 $ 60,285 $ 39,747
See accompanying notes.
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COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share data)
Common
Stock
($ 0.01 par value)
Treasury Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Shareholders’
Equity
Balance at April 1, 2021
$ 240 $ — $ 296,093 $ 293,802 $ ( 59,986 ) $ 530,149
Net income 2022
— — — 29,660 — 29,660
Dividends declared — — — ( 7,119 ) — ( 7,119 )
Change in foreign currency translation adjustment — — — — ( 6,302 ) ( 6,302 )
Change in derivatives qualifying as hedges, net of tax of $( 39 )
— — — — 77 77
Change in pension liability and postretirement obligations, net of tax of $( 5,279 )
— — — — 16,312 16,312
Issuance of 4,312,500 shares of common stock in May 2021 offering at $ 48.00 per share, net of issuance costs of $ 8,340
43 — 198,662 — — 198,705
Stock compensation - directors — — 959 — — 959
Stock options exercised, 105,132 shares
1 — 2,654 — — 2,655
Stock compensation expense — — 10,287 — — 10,287
Restricted stock units released, 115,402 shares, net of shares withheld for minimum statutory tax obligation
1 — ( 2,581 ) — — ( 2,580 )
Balance, March 31, 2022 $ 285 $ — $ 506,074 $ 316,343 $ ( 49,899 ) $ 772,803
Net income 2023
— — — 48,429 — 48,429
Dividends declared — — — ( 8,014 ) — ( 8,014 )
Change in foreign currency translation adjustment — — — — ( 4,273 ) ( 4,273 )
Change in derivatives qualifying as hedges, net of tax of $( 2,636 )
— — — — 7,886 7,886
Change in pension liability and postretirement obligations, net of tax of $( 3,735 )
— — — — 8,243 8,243
Stock compensation - directors — — 1,194 — — 1,194
Stock options exercised, 32,158 shares
— — 713 — — 713
Stock compensation expense — — 9,231 — — 9,231
Treasury stock purchased, 31,085 shares
— ( 1,001 ) — — — ( 1,001 )
Restricted stock units released, 93,315 shares, net of shares withheld for minimum statutory tax obligation
1 — ( 1,415 ) — — ( 1,414 )
Balance, March 31, 2023 $ 286 $ ( 1,001 ) $ 515,797 $ 356,758 $ ( 38,043 ) $ 833,797
Net income 2024
— — — 46,625 — 46,625
Dividends declared — — — ( 8,055 ) — ( 8,055 )
Change in foreign currency translation adjustment — — — — ( 433 ) ( 433 )
Change in derivatives qualifying as hedges, net of tax of $ 1,111
— — — — ( 3,305 ) ( 3,305 )
Change in pension liability and postretirement obligations, net of tax of $( 475 )
— — — — 2,104 2,104
Stock compensation - directors — — 1,174 — — 1,174
Stock options exercised, 62,060 shares
1 — 1,596 — — 1,597
Stock compensation expense — — 10,865 — — 10,865
Restricted stock units released, 125,329 shares, net of shares withheld for minimum statutory tax obligation
1 — ( 2,307 ) — — ( 2,306 )
Balance, March 31, 2024 $ 288 $ ( 1,001 ) $ 527,125 $ 395,328 $ ( 39,677 ) $ 882,063
See accompanying notes.
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COLUMBUS McKINNON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended March 31,
2024 2023 2022
Operating activities: (In thousands)
Net income $ 46,625 $ 48,429 $ 29,660
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization 45,945 41,947 41,924
Deferred income taxes and related valuation allowance ( 15,285 ) ( 300 ) ( 1,969 )
Net loss (gain) on sale of real estate, investments and other ( 1,431 ) ( 54 ) 136
Stock-based compensation 12,039 10,425 11,246
Amortization of deferred financing costs 2,349 1,721 1,703
Loss (gain) on hedging instruments ( 1,366 ) ( 438 ) 853
Cost of debt refinancing — — 14,803
Cost of debt repricing 958 — —
Loss on retirement of fixed asset — 175 —
Non-cash pension settlement expense (See Note 13) 4,984 — —
Gain on sale of building (See Note 3) — ( 232 ) ( 375 )
Non-cash lease expense 9,735 7,867 7,945
Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures:
Trade accounts receivable ( 14,428 ) ( 4,858 ) ( 18,988 )
Inventories ( 1,314 ) ( 9,087 ) ( 40,201 )
Prepaid expenses and other ( 8,555 ) 6,667 ( 47 )
Other assets 537 ( 123 ) 25
Trade accounts payable 4,748 ( 13,964 ) 12,681
Accrued liabilities ( 9,583 ) 9,150 696
Non-current liabilities ( 8,760 ) ( 13,689 ) ( 11,211 )
Net cash provided by (used for) operating activities 67,198 83,636 48,881
Investing activities:
Proceeds from sales of marketable securities 3,526 3,651 4,434
Purchases of marketable securities ( 4,076 ) ( 4,021 ) ( 7,130 )
Capital expenditures ( 24,813 ) ( 12,632 ) ( 13,104 )
Proceeds from sale of building, net of transaction costs — 373 461
Proceeds from insurance reimbursement — — 482
Dividend received from equity method investment 144 313 324
Purchase of businesses, net of cash acquired (See Note 3) ( 108,145 ) ( 1,616 ) ( 539,778 )
Net cash provided by (used for) investing activities ( 133,364 ) ( 13,932 ) ( 554,311 )
Financing activities:
Proceeds from issuance of common stock 1,600 713 2,655
Fees paid for debt repricing ( 958 ) — —
Purchases of treasury stock — ( 1,001 ) —
Repayment of debt ( 60,604 ) ( 40,550 ) ( 477,846 )
Fees paid for borrowing on long-term debt ( 2,859 ) — —
Proceeds from issuance of long-term debt 120,000 — 725,000
Proceeds from equity offering — — 207,000
Fees related to debt and equity offering — — ( 26,184 )
Cash inflows from hedging activities 24,057 24,495 19,417
Cash outflows from hedging activities ( 22,687 ) ( 24,221 ) ( 20,206 )
Payment of dividends ( 8,044 ) ( 8,008 ) ( 6,562 )
Other ( 2,304 ) ( 1,415 ) ( 2,574 )
Net cash provided by (used for) financing activities 48,201 ( 49,987 ) 420,700
Effect of exchange rate changes on cash ( 1,085 ) ( 1,931 ) ( 2,007 )
Net change in cash and cash equivalents ( 19,050 ) 17,786 ( 86,737 )
Cash, cash equivalents, and restricted cash at beginning of year 133,426 115,640 202,377
Cash, cash equivalents, and restricted cash at end of year $ 114,376 $ 133,426 $ 115,640
Supplementary cash flows data:
Interest paid $ 34,983 $ 26,089 $ 18,823
Income taxes paid, net of refunds $ 28,369 $ 22,032 $ 9,767
Property, plant and equipment purchases included in trade accounts payable $ 690 $ 624 $ 329
Restricted cash presented in Other assets $ 250 $ 250 $ 250
See accompanying notes.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in thousands, except share data)
1. Description of Business
Columbus McKinnon Corporation (the "Company") is a leading worldwide designer, manufacturer, and marketer of intelligent motion solutions that efficiently and ergonomically move, lift, position, and secure materials. Key products include hoists, crane components, precision conveyor systems, accumulation tables, rigging tools, light rail workstations, and digital power and motion control systems. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how. The Company’s targeted market verticals include general industrial, construction and infrastructure, mining, oil & gas, energy, aerosp ace, transportation, automotive, heavy equipment manufacturing, and entertainment.
The Company’s products are sold globally, principally to third party distributors and crane builders through diverse distribution channels and, to a lesser extent, directly to end-users. During fiscal 2024, approximately 57 % of sales were to customers in the United States.
2. Accounting Principles and Practices
Advertising
Costs associated with advertising are expensed as incurred and are included in Selling expense in the Consolidated Statements of Operations. Advertising expenses were $ 2,659,000 , $ 2,342,000 , and $ 2,410,000 in fiscal 2024, 2023, and 2022, respectively.
Cash and Cash Equivalents
The Company considers as cash equivalents all highly liquid investments with an original maturity of three months or less.
Concentrations of Labor
Approximately 6 % of the Company’s employees are represented by two separate U.S. collective bargaining agreements which expire in September 2024 and May 2027. We also have various labor agreements with our non-U.S. employees that we negotiate from time to time.
Consolidation
These consolidated financial statements include the accounts of the Company and its global subsidiaries; all significant intercompany accounts and transactions have been eliminated.
Equity Method Investment
The Company has an investment in Eastern Morris Cranes Company Limited ("EMC"), a limited liability company organized and existing under the laws and regulations of the Kingdom of Saudi Arabia, whose principal activity is to manufacture various electrical overhead traveling cranes. This investment represents a minority ownership interest that is accounted for under the equity method of accounting since the Company has significant influence over the investee. As a result, the Company records its portion of the gains and losses incurred by this entity in Investment (income) loss in the Consolidated Statements of Operations.
Foreign Currency Translations
The Company translates for eign currency financial statements as described in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 830, “Foreign Currency Matters.” Under this me thod, all items of income and expense are translated to U.S. dollars at average exchange rates during the year. All assets and liabilities are translated to
43
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
U.S. dollars at the year-end exchange rate. Gains or losses on translations are recorded in accumulated other comprehensive loss in the shareholders’ equity section of the balance sheet. The functional currency is the foreign currency in which the foreign subsidiaries conduct their business. Gains and losses from foreign currency transactions are reported in foreign currency exchange loss (gain).
Goodwill
Goodwill is not amortized but is tested for impairment at least annually, or more frequently if indicators of impairment exist, in accordance with the provisions of ASC Topic 350-20-35-1. Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The fair value of a reporting unit is determined using a discounted cash flow methodology. The Company’s reporting units are determined based upon whether discrete financial information is available and reviewed regularly, whether those units constitute a business, and the extent of economic similarities and interdependencies between those reporting units for purposes of aggregation. The Company’s reporting units identified under ASC Topic 350-20-35-33 are at the component level, or one level below the reporting segment level as defined under ASC Topic 280-10-50-10 “Segment Reporting – Disclosure.” As of March 31, 2024, the Company’s one segment is subdivided into three reporting units. An impairment charge is recorded if the carrying value is greater than the reporting unit's fair value.
When the Company evaluates the potential for goodwill impairment, it assesses a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for its 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 or if economic or other business factors indicate that the fair value of our reporting units may have declined since our last quantitative test, the Company performs a quantitative test.
In order to perform the quantitative impairment tests for the Rest of Products, Precision Conveyance and Linear Motion Products reporting units, the Company uses the discounted cash flow method to estimate fair value. The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, EBITDA margins and cash flows, the terminal growth rate, and the weighted-average cost of capital. The Company projects discounted cash flows based on each reporting unit's current business, expected developments, and operational strategies over a five to seven-year period. In estimating the terminal growth rates, the Company considers its historical and projected results, as well as the economic environment in which its reporting units operate. The weighted-average cost of capital utilized for each reporting unit reflect the Company's assumptions of marketplace participants' cost of capital and risk assumptions, both specific to the reporting unit and overall in the economy.
The Company performed its qualitative assessment as of February 29, 2024 for all three reporting units and determined that a quantitative goodwill impairment test was required for the Precision Conveyance reporting unit. Based on results of both the qualitative and quantitative impairment test for the reporting units, the Company determined the fair value was not less than its carrying value. Refer to Note 5 for valuation techniques and significant inputs and Note 9 for further discussion of goodwill and intangibles.and intangible assets.
Impairment of Long-Lived Assets
The Company assesses impairment of its long-lived assets in accordance with the provisions of ASC Topic 360 “Property, Plant, and Equipment.” This statement requires long-lived assets, such as property and equipment and purchased intangibles subject to amortization, to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group over its remaining useful life. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair values are determined in accordance with ASC 820.
In assessing long-lived assets for an impairment loss, assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Asset grouping requires a significant amount of judgment. Accordingly, facts and circumstances will influence how asset groups are determined for impairment testing. In assessing long-lived assets for impairment, management considered the Company’s product line
44
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
portfolio, customers and related commercial agreements, labor agreements and other factors in grouping assets and liabilities at the lowest level for which identifiable cash flows are independent. The Company considers projected future undiscounted cash flows, trends and other factors in its assessment of whether impairment conditions exist. While the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding such factors as future production volumes, customer pricing, economics, and productivity and cost initiatives, could significantly affect its estimates. In determining fair value of long-lived assets, management uses management estimates, discounted cash flow calculations, and appraisals where necessary. There were no indicators of impairment related to long-lived assets in the current year.
Intangible Assets
At acquisition, the Company estimates and records the fair value of purchased intangible assets which primarily consist of trade names, customer relationships, and technology. The fair values are estimated based on management’s assessment as well as independent third party appraisals. Such valuations may include a discounted cash flow of anticipated revenues resulting from the acquired intangible asset.
Amortization of intangible assets with finite lives is recognized over their estimated useful lives using an amortization method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. The straight line method is used for customer relationships. As a result of the negligible attrition rate in our customer base, the difference between the straight line method and attrition method is not considered significant. The estimated useful lives for our intangible assets range from 1 to 25 years.
Similar to goodwill, indefinite-lived intangible assets (including trademarks on our acquisitions) are tested for impairment on an annual basis. When the Company evaluates the potential for impairment of intangible assets, it assesses a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for its 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 an indefinite-lived intangible asset is greater than its carrying value, we conclude that the indefinite-lived intangible asset is not impaired. If, after completing this assessment, it is determined that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value or if economic or other business factors indicate that the fair value of our indefinite-lived intangible assets may have declined since our last quantitative test, the Company performs a new quantitative test. The methodology used to value trademarks is the relief from royalty method. The recorded book value of these trademarks in excess of the calculated fair value triggers an impairment. The key estimate used in this calculation consists of an overall royalty rate applied to the sales covered by the trademark. After performing a qualitative assessment as of February 29, 2024, it was determined that the trademarks were not impaired.
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost of approximately 40 % of inventories at March 31, 2024 and 37 % at March 31, 2023 have been determined using the LIFO (last-in, first-out) method. Costs of other inventories have been determined using the FIFO (first-in, first-out) or average cost method. FIFO cost approximates replacement cost. Costs in inventory include components for direct labor and overhead costs.
Marketable Securities
The Company’s marketable securities, which consist of equity and fixed income securities, are recorded at fair value. Under ASU 2016-01 all equity investments (including certain fixed income securities) in unconsolidated entities are measured at fair value through earnings. Therefore, gains and losses on marketable securities are realized within Investment (income) loss on the Consolidated Statements of Operations. Estimated fair value is based on published trading values at the balance sheet dates. The cost of securities sold is based on the specific identification method. Interest and dividend income are also included in Investment (income) loss on the Consolidated Statements of Operations.
The marketable securities are carried as long-term assets since they are held for the settlement of the Company’s general and products liability insurance claims filed through CM Insurance Company, Inc., a wholly owned captive insurance subsidiary. The marketable securities are not available for general working capital purposes.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost and depreciated principally using the straight-line method over their respective estimated useful lives (buildings and building equipment— 15 to 40 years; machinery and equipment— 3 to 18 years). When depreciable assets are retired, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operating results.
Research and Development
Consistent with prior periods, the Company continues to account for research and development expenses in accordance with the provisions of ASC 730 and are expensed as incurred.
Revenue Recognition, Accounts Receivable, and Concentration of Credit Risk
Revenue from contracts with customers for standard products is recognized when legal title and significant risk and rewards has transferred to the customer, which is generally at the time of shipment. This is the point in time when control is deemed to transfer to the customer. The Company also sells custom engineered products and services which are contracts that are typically completed within one quarter but can extend beyond one year in duration. The Company generally recognizes revenue for customer engineered products upon satisfaction of its performance obligation under the contract which typically coincides with project completion which is when the products and services are controlled by the customer. Control is typically achieved at the later of when legal title and significant risk and rewards have transferred to the customer or the customer has accepted the asset. For both standard products and custom engineered products, the transaction price is based upon the price stated in either the purchase order or contract. Refer to Note 4 for further details.
Additionally, 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 receivables are reported at net realizable value and do not accrue interest. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other factors. Accounts receivable are charged against the allowance for doubtful accounts once all collection efforts have been exhausted. The Company does not routinely permit customers to return product. However, sales returns are permitted in specific situations and typically include a restocking charge or the purchase of additional product. As a result of ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," effective in fiscal 2021, the Company has updated its existing allowance for doubtful accounts policy to comply with the new standard.
Shipping and Handling Costs
Shipping and handling costs are a component of cost of products sold.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” This standard requires all equity-based payments to employees, including grants of employee stock options, to be recognized in the Consolidated Statements of Operations based on the grant date fair value of the award. Stock compensation expense is included in Cost of products sold, Selling, and General and administrative expense depending on the nature of the service of the employee receiving the award. The Company uses a straight-line method of attributing the value of stock compensation expense, subject to minimum levels of expense, based on vesting. See Note 15 for further discussion of stock-based compensation.
Leases
All leases are reviewed for operating or finance classification at their inception. As described in Note 18, the Company records leases in accordance with ASC 842, "Leases," effective April 1, 2019 whereas leases with terms greater than twelve months are recorded on the balance sheet as a right-of-use ("ROU") asset and corresponding lease liability. Refer to Note 18 for further details.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Warranties
The Company offers warranties for certain products it sells. The specific terms and conditions of those warranties vary depending upon the product sold and the country in which the Company sold the product. As noted in Note 4 to the financial statements, the Company offers standard warranties which are typically 12 months in duration for standard products and 24 to 36 months for custom engineered products. These are assurance-type warranties that do not qualify as separate performance obligations under ASC 606. The Company estimates the costs that may be incurred under its standard warranties, based largely upon actual warranty repair costs history, and records a liability in the amount of such costs in the month that revenue is recognized. The resulting accrual balance is reviewed during the year. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rate of warranty claims, and cost per claim. Changes in the Company’s product warranty accrual are as follows:
March 31,
2024 2023
Balance at beginning of year $ 1,827 $ 2,173
Accrual for warranties issued 999 1,199
Warranties settled ( 842 ) ( 1,489 )
Foreign currency translation ( 60 ) ( 56 )
Balance at end of year $ 1,924 $ 1,827
3. Acquisitions & Disposals
Acquisitions
On May 31, 2023, the Company completed its acquisition of montratec GmbH ("montratec") for $ 115,721,000 , including $ 7,576,000 in cash acquired, a $ 540,000 working capital settlement, and a contingent payment that becomes payable if a certain EBITDA level for the twelve-month period ended December 31, 2023 is achieved as set forth in the purchase agreement for montratec. As of March 31, 2024, the company determined the contingent liability to be $ 6,680,000 , a decrease of $ 11,675,000 from the prior quarter as the amount expected to be paid in fiscal 2025 has been finalized with the prior owners. This liability has been established in the opening balance sheet for montratec. The Company initially financed the acquisition by borrowing $ 117,000,000 on its Amended and Restated Revolving Credit Facility, but later repaid the amount borrowed on the Amended and Restated Revolving Credit Facility by borrowing an additional $ 120,000,000 . Utilizing the Accordion feature under the Company's existing Term Loan B, the Company borrowed $ 75,000,000 and another $ 45,000,000 was borrowed through a new credit agreement secured by the Company's U.S. accounts receivable balances. Refer to Note 12 for additional details on the Company's debt agreements.
montratec is a leading automation solutions Company that designs and develops intelligent automation and transport systems for interlinking industrial production and logistics processes. montratec product offerings complement the Company's previous acquisitions of both Dorner Mfg. Corp. ("Dorner") and Garvey Corporation ("Garvey"), and furthers the Company's shift to intelligent motion and serves as a platform to expand capabilities in advanced, higher technology automation solutions. As the Company determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included. montratec results have been included in the Company's results of operations from the acquisition date and the Company incurred and $ 3,211,000 of acquisition and deal related costs classified as part of General and administrative expenses in the year ended March 31, 2024.
The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed as of the date of acquisition. The excess consideration of $ 66,566,000 has been recorded as goodwill, a decrease of $ 12,377,000 from the amount preliminarily allocated to goodwill as of December 31, 2023 due to a decrease of $ 11,675,000 for the contingent liability described above. Other assets as well as Other current and non current liabilities increased as lease adjustments were finalized for $ 1,535,000 . Additionally, other current and non current liabilities changed $ 702,000 related to a refinement in the
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
calculation of deferred taxes. The identifiable intangible assets acquired include customer relationships valued at $ 33,470,000 , a trade name valued at $ 2,915,000 , and technology valued at $ 16,196,000 . The weighted average life of the acquired identifiable intangible assets subject to amortization was estimated at 14 years at the time of acquisition. Of the $ 66,566,000 goodwill recorded from the acquisition, $ 7,531,000 is deductible for tax purposes.
The preliminary assignment of purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):
Cash $ 7,576
Working capital 4,523
Property, plant, and equipment, net 2,157
Intangible assets 52,581
Contingent liability (see above) ( 6,680 )
Other assets 7,239
Other non current liabilities ( 18,241 )
Goodwill 66,566
Total $ 115,721
4. Revenue & Receivables
Revenue Recognition:
The core principle under ASC 606 is for revenue to be recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps:
1) Identifying contracts with customers
A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.
3) Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
consideration, are evaluated at each reporting period for any changes. In applying this guidance, the Company also considers whether any significant financing components exist.
4) Allocate the transaction price to the performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation.
5) Recognize revenue when or as the Company satisfies a performance obligation
The Company determines whether it satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhancing the value of other assets, settling liabilities, and holding or selling the asset. For over time recognition, ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between either an input method or an output method to measure progress toward complete satisfaction of a performance obligation.
Performance obligations
The Company has contracts with customers for standard products and custom engineered products and determines when and how to recognize revenue for each performance obligation based on the nature and type of contract following the five steps above.
Revenue from contracts with customers for standard products is recognized when legal title and significant risk and rewards has transferred to the customer, which is generally at the time of shipment. This is the point in time when control is deemed to transfer to the customer. The Company sells standard products to customers utilizing purchase orders. Payment terms for these types of contracts generally require payment within 30 to 60 days. Each standard product is deemed to be a single performance obligation and the amount of revenue recognized is based on the negotiated price. The transaction price for standard products is based on the price reflected in each purchase order. Sales incentives are offered to customers who purchase standard products and include offers such as volume-based discounts, rebates for priority customers, and discounts for early cash payments. These sales incentives are accounted for as variable consideration included in the transaction price. Accordingly, the Company reduces revenue for these incentives in the period which the sale occurs and is based on the most likely amount method for estimating the amount of consideration the Company expects to receive. These sales incentive estimates are updated each reporting information as additional information becomes available.
The Company also sells custom engineered products and services which are contracts that are typically completed within one quarter but can extend beyond one year in duration. For custom engineered products, the transaction price is based upon the price stated in the contract. Variable consideration has not been identified as a significant component of transaction price for custom engineered products and services. The Company generally recognizes revenue for custom engineered products upon satisfaction of its performance obligation under the contract which typically coincides with project completion which is when the products and services are controlled by the customer. Control is typically achieved at the later of when legal title and significant risk and rewards have transferred to the customer or the customer has accepted the asset. These contracts often require either up front or installment payments. These types of contracts are generally accounted for as one performance obligation as the products and services are not separately identifiable. The promised services (such as inspection, commissioning, and installation) are essential in order for the delivered product to operate as intended on the customer’s site and the services are therefore highly interrelated with product functionality.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
For most custom engineered products contracts, the Company determined that while there is no alternative use for the custom engineered products, the Company does not have an enforceable right to payment (which must include a reasonable profit margin) for performance completed to date in order to meet the over time revenue recognition criteria. Therefore, revenue is recognized at a point in time (when the contract is complete). For custom engineered products contracts that contain an enforceable right to payment (including reasonable profit margin) the Company satisfies the performance obligation over time and recognizes revenue based on the extent of progress towards completion of the performance obligation. The cost-to-cost measure of progress is an appropriate measure of progress toward satisfaction of performance obligations as this measure most accurately depicts the progress of work performed and transfer of control to the customers. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recognized proportionally as costs are incurred.
Sales and other taxes collected with revenue are excluded from revenue, consistent with the previous revenue standard. Shipping and handling costs incurred prior to shipment are considered activities required to fulfill the Company’s promise to transfer goods, and do not qualify as a separate performance obligation. Additionally, the Company offers standard warranties which are typically 12 months in duration for standard products and 24 to 36 months for custom engineered products. These types of warranties are included in the purchase price of the product and are deemed to be assurance-type warranties which are not accounted for as a separate performance obligation. Other performance obligations included in a contract (such as drawings, owner’s manuals, and training services) are immaterial in the context of the contract and are not recognized as a separate performance obligation.
Reconciliation of contract balances
The Company records a contract liability when cash is received prior to recording revenue. Some standard contracts require a down payment while most custom engineered contracts require installment payments. Installment payments for the custom engineered contracts typically require a portion due at inception while the remaining payments are due upon completion of certain performance milestones. For both types of contracts, these contract liabilities, referred to as customer advances, are recorded at the time payment is received and are included in Accrued liabilities on the Consolidated Balance Sheets. When the related performance obligation is satisfied, the contract liability is released into revenue.
The following table illustrates the balance and related activity for customer advances in fiscal 2024 and 2023 (in thousands):
Customer advances (contract liabilities)
March 31,
2024 2023
Beginning balance $ 27,003 $ 22,453
Additional customer advances received 68,040 67,721
Revenue recognized from customer advances included in the beginning balance ( 27,003 ) ( 22,453 )
Other revenue recognized from customer advances ( 55,311 ) ( 40,444 )
Customer advances recorded from acquisition 3,866 —
Other (1) ( 7 ) ( 274 )
Ending balance $ 16,588 $ 27,003
(1) Other includes the impact of foreign currency translation
Revenue was recognized prior to the right to invoice the customer which resulted in a contract asset balance in the amount of $ 2,541,000 and $ 2,944,000 as of March 31, 2024 and March 31, 2023, respectively. Contract assets are included in Prepaid expenses and other assets on the Consolidated Balance Sheets.
Remaining Performance Obligations
As of March 31, 2024, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) was approximately $ 15,950,000 . We expect to recognize approximately 53 % of these sales over the next twelve months .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Disaggregated revenue
In accordance with ASC 606, the Company is required to disaggregate revenue into categories that depict how economic factors affect the nature, amount, timing and uncertainty of revenue and cash flows. The following table illustrates the disaggregation of revenue by product grouping for the years ending March 31, 2024, 2023 and 2022 (in thousands):
Year Ended March 31,
Net Sales by Product Grouping 2024 2023 2022
Industrial Products $ 344,190 $ 330,295 $ 334,866
Crane Solutions 412,076 366,277 339,400
Precision Conveyors Products 163,463 149,586 144,587
Engineered Products 93,728 89,963 87,604
All other 83 119 98
Total $ 1,013,540 $ 936,240 $ 906,555
Industrial products include: manual chain hoists, electrical chain hoists, rigging/clamps, industrial winches, hooks, shackles, and other forged attachments. Crane solutions products include: wire rope hoists, drives and controls, crane kits and components, and workstations. Engineered products include: linear and mechanical actuators, lifting tables, rail projects, and actuations systems. Precision conveyor products include: low profile, flexible chain, large scale, sanitary and vertical elevation conveyor systems, as well as pallet system conveyors and accumulation systems. The All other product grouping includes miscellaneous revenue.
Practical expedients
Incremental costs to obtain a contract incurred by the Company primarily relate to sales commissions for contracts with a duration of one year or less. Therefore, these costs are expensed as incurred and are recorded in Selling Expenses on the Consolidated Statements of Operations.
Unsatisfied performance obligations for contracts with an expected length of one year or less are not disclosed. Further, revenue from contracts with customers do not include a significant financing component as payment is generally expected within one year from when the performance obligation is controlled by the customer.
Accounts Receivable:
The Company records credit losses in accordance with “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Under ASU 2016-13, the Company is required to remeasure expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. In addition to these factors, the Company establishes an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other factors. Accounts receivable are charged against the allowance for doubtful accounts once all collection efforts have been exhausted. Due to the short-term nature of such accounts receivable, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The following table illustrates the balance and related activity for the allowance for doubtful accounts that is deducted from accounts receivable to present the net amount expected to be collected in the year ending March 31, 2024 and March 31, 2023 (in thousands):
March 31,
Allowance for doubtful accounts 2024 2023
April 1, beginning balance $ 3,620 $ 5,717
Bad debt expense 1,225 1,055
Less uncollectible accounts written off, net of recoveries ( 1,079 ) ( 3,056 )
Allowance recorded from acquisition 64 —
Other (1) ( 3 ) ( 96 )
March 31, ending balance $ 3,827 $ 3,620
(1) Other includes the impact of foreign currency translation
5. Fair Value Measurements
ASC Topic 820 “Fair Value Measurements and Disclosures” establishes the standards for reporting financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis (at least annually). Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date.
ASC Topic 820-10-35-37 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the valuation techniques that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is separated into three levels based on the reliability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, involving some degree of judgment.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The availability of observable inputs can vary and is affected by a wide variety of factors, including the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The Company primarily uses readily observable market data in conjunction with internally developed discounted cash flow valuation models when valuing its derivative portfolio and, consequently, the fair value of the Company’s derivatives is based on Level 2 inputs. The carrying amount of the Company's annuity contract is recorded at net asset value of the contract and, consequently, its fair value is based on Level 2 inputs and is included in other assets on the Company's Consolidated Balance Sheet. The Company uses quoted prices in an inactive market when valuing its Term Loan and, consequently, the fair value is based on Level 2 inputs.
The following table provides information regarding financial assets and liabilities measured or disclosed at fair value on a recurring basis:
Fair value measurements at reporting date using
Quoted prices in
active markets for
identical assets Significant
other observable
inputs Significant
unobservable
inputs
Description At March
31, 2024
(Level 1) (Level 2) (Level 3)
Assets/(Liabilities)
Measured at fair value:
Marketable securities $ 11,447 $ 11,447 $ — $ —
Annuity contract 1,390 — 1,390 —
Derivative assets (liabilities):
Foreign exchange contracts ( 77 ) — ( 77 ) —
Interest rate swap 7,122 — 7,122 —
Cross currency swap ( 2,342 ) — ( 2,342 ) —
Disclosed at fair value:
Term loan $ ( 479,351 ) $ — $ ( 479,351 ) $ —
AR Securitization facility $ ( 45,000 ) $ — $ ( 45,000 ) $ —
Fair value measurements at reporting date using
Quoted prices in
active markets for
identical assets Significant
other observable
inputs Significant
unobservable
inputs
Description At March
31, 2023
(Level 1) (Level 2) (Level 3)
Assets/(Liabilities)
Measured at fair value:
Marketable securities 10,368 $ 10,368 $ — $ —
Annuity contract 1,612 — 1,612 —
Derivative assets (liabilities):
Foreign exchange contracts 97 — 97 —
Interest rate swap 10,475 — 10,475 —
Cross currency swap ( 2,102 ) — ( 2,102 ) —
Disclosed at fair value:
Term loan $ ( 460,825 ) $ — $ ( 460,825 ) $ —
The Company did not have any non-financial assets and liabilities that are recognized at fair value on a recurring basis.
At March 31, 2024, the Term Loan and Amended and Restated Revolving Credit Facility have been recorded at carrying value which approximates fair value. In fiscal 2024, the Company also borrowed an additional $ 45,000,000 under a new credit agreement secured by the Company's U.S. accounts receivable balances (the "AR Securitization Facility"). The AR
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Securitization Facility has been recorded at carrying value which approximates fair value. Refer to Note 12 for additional information regarding the Company's long-term debt.
Market gains, interest, and dividend income on marketable securities are recorded in investment (income) loss. Changes in the fair value of derivatives are recorded in foreign currency exchange (gain) loss or other comprehensive income (loss), to the extent that the derivative qualifies as a hedge under the provisions of ASC Topic 815. Interest and dividend income on marketable securities are measured based upon amounts earned on their respective declaration dates.
Fiscal 2024 Non-Recurring Measurements
As described in Note 9, the fair value of the net assets of the Company’s Precision Conveyor reporting unit was calculated on a non-recurring basis in Fiscal 2024. These measurements have been used to test goodwill for impairment on an annual basis under the provisions of ASC Topic 350-20-35-1 “Intangibles, Goodwill and Other – Goodwill Subsequent Measurement.”
The Fiscal 2024 goodwill impairment test consisted of determining the fair value of the Precision Conveyor reporting unit on a quantitative basis. The fair value for the Company’s reporting units cannot be determined using readily available quoted Level 1 inputs or Level 2 inputs that are observable in active markets. Therefore, the Company used a weighted discounted cash flow and market-based valuation model to estimate the fair value using Level 3 inputs. To estimate the fair value of the Precision Conveyor reporting unit, the Company used significant estimates and judgmental factors. The key estimates and factors used in the discounted cash flow valuation include revenue growth rates, EBITDA margins and cash flows based on internal forecasts and the weighted-average cost of capital used to discount future cash flows. The estimates used are disclosed below:
Precision Conveyor Reporting Unit
Compound annual growth rate 13.0 %
Terminal value growth rate 3.0 %
Weighted-average cost of capital 13.2 %
In addition to the Company's quantitative goodwill test, assets and liabilities were preliminarily recorded at fair value on a non-recurring basis in Fiscal 2024 in connection with the acquisition of montratec described in Note 3. The estimated fair values allocated to the assets acquired and liabilities assumed relied upon fair value measurements based primarily on Level 3 inputs. The valuation techniques used to allocate fair values to working capital items; property, plant, and equipment, and identifiable intangible assets included the cost approach, market approach, and other income approaches. For identifiable intangible assets these techniques included the multi-period excess earnings approach, the relief from royalty approach, and other income approaches. The valuation techniques relied on a number of inputs which included the cost and condition of property, plant, and equipment and forecasted net sales and income.
Significant valuation inputs included an attrition rate of 10.0 % for customer relationships, an estimated royalty rate of 5.0 % for technology, a royalty rate of 1.0 % for trademark and trade names, and a weighted average cost of capital of 12.5 %.
Fiscal 2023 Non-Recurring Measurements
The fair value of the net assets of the Company’s Rest of Products, Precision Conveyor and Linear Motion Products reporting units were calculated on a non-recurring basis in Fiscal 2023. These measurements have been used to test goodwill for impairment on an annual basis under the provisions of ASC Topic 350-20-35-1 “Intangibles, Goodwill and Other – Goodwill Subsequent Measurement.”
The Fiscal 2023 goodwill impairment test consisted of determining the fair values of the Rest of Products, Precision Conveyor and Linear Motion Products reporting units on a quantitative basis. The fair value for the Company’s reporting units cannot be determined using readily available quoted Level 1 inputs or Level 2 inputs that are observable in active markets. Therefore, the Company used a weighted discounted cash flow and market-based valuation model to estimate the fair value using Level 3 inputs. To estimate the fair values of the Rest of Products, Precision Conveyor and Linear Motion Products reporting units, the Company used significant estimates and judgmental factors. The key estimates and factors used in the discounted cash flow
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
valuation include revenue growth rates and profit margins based on internal forecasts and the weighted-average cost of capital used to discount future cash flows. The estimates used are disclosed below:
Rest of Products Reporting Unit Precision Conveyor Reporting Unit Linear Motion Reporting Unit
Compound annual growth rate 6.7 % 9.8 % 9.1 %
Terminal value growth rate 3.0 % 3.0 % 3.5 %
Weighted-average cost of capital 11.8 % 13.2 % 10.4 %
6. Inventories
Inventories consisted of the following:
March 31,
2024 2023
At cost—FIFO basis:
Raw materials $ 151,031 $ 142,490
Work-in-process 26,669 26,323
Finished goods 40,554 39,714
218,254 208,527
LIFO cost less than FIFO cost ( 32,163 ) ( 29,168 )
Net inventories $ 186,091 $ 179,359
There were LIFO liquidations resulting in $ 181,000 and $ 162,000 of additional income in fiscal 2024 and 2023, respectively.
7. Marketable Securities and Other Investments
In accordance with ASU 2016-01 "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," all equity investments in unconsolidated entities (other than those accounted for using the equity method of account) are measured at fair value through earnings. The Company's marketable securities are recorded at their fair value, with unrealized changes in market value realized within Investment (income) loss, net on the Consolidated Statements of Operations. The impact on earnings for unrealized gains and losses was a gain of $ 317,000 , and losses of $ 296,000 and $ 370,000 in fiscal years 2024, 2023, and 2022, respectively.
Consistent with prior periods, the estimated fair value is based on quoted prices at the balance sheet dates. The cost of securities is based on the specific identification method. Interest and dividend income are included in Investment (income) loss, net in the Consolidated Statements of Operations.
Marketable securities are carried as long-term assets since they are held for the settlement of the Company’s general and products liability insurance claims filed through CM Insurance Company, Inc. ("CMIC"), a wholly owned captive insurance subsidiary. The marketable securities are not available for general working capital purposes.
Net realized gains related to sales of marketable securities were $ 212,000 in fiscal 2024 and were not material in fiscal 2023 and 2022, respectively, and are included in Investment (income) loss in the Consolidated Statements of Operations.
The Company owns a 49 % ownership interest in Eastern Morris Cranes Company Limited ("EMC"), a limited liability company organized and existing under the laws and regulations of the Kingdom of Saudi Arabia. The Company's ownership represents an equity investment in a strategic customer of STAHL serving the Kingdom of Saudi Arabia. The investment's carrying value is presented in Other assets in the Consolidated Balance Sheets in the amount of $ 3,377,000 and $ 2,752,000 as of March 31, 2024 and March 31, 2023, respectively, and has been accounted for as an equity method investment. The investment value was increased for the Company's ownership percentage of income earned by EMC in the amount of $ 890,000 and $ 365,000 in the twelve months ended March 31, 2024 and March 31, 2023, respectively, and is recorded in Investment (income) loss, net on the Consolidated Statement of Operations. Additionally, the investment value decreased in the amount of
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
$ 18,000 and $ 67,000 due to the effect of currency translation in the twelve months ended March 31, 2024 and March 31, 2023, respectively. Further, in the twelve months ended March 31, 2024 and March 31, 2023, EMC distributed cash dividends which the Company received 49 % of pursuant to its ownership interest. The investment value was decreased for the Company's share of EMC's cash dividend in the amount of $ 247,000 and $ 313,000 in the twelve months ended March 31, 2024 and March 31, 2023, respectively, as they were determined to be a return of the Company's investment. Dividends are included in investing activities on the Consolidated Statements of Cash Flows in the amount of $ 144,000 and $ 313,000 in the twelve months ended March 31, 2024 and March 31, 2023, respectively, as the distribution exceeded cumulative equity in earnings, under the cumulative earnings approach. The balance of the cash dividend is included in operating activities on the Consolidated Statement of Cash Flows under the cumulative earnings approach. The March 31, 2024 and 2023 trade accounts receivable balances due from EMC are $ 10,300,000 and $ 5,083,000 , respectively, and are comprised of amounts due for the sale of goods and services in the ordinary course of business.
8. Property, Plant, and Equipment
Consolidated property, plant, and equipment of the Company consisted of the following:
March 31,
2024 2023
Land and land improvements $ 5,460 $ 5,467
Buildings 66,683 60,899
Machinery, equipment, and leasehold improvements 253,643 249,379
Construction in progress 23,426 10,344
349,212 326,089
Less accumulated depreciation 242,817 231,729
Net property, plant, and equipment $ 106,395 $ 94,360
The acquisition of montratec contributed $ 7,478,000 to the increase in property, plant, and equipment since March 31, 2023.
Depreciation expense was $ 16,549,000 , $ 15,946,000 , and $ 16,639,000 for the years ended March 31, 2024, 2023, and 2022, respectively.
Gross property, plant, and equipment includes capitalized software costs of 40,881,000 and $ 43,826,000 at March 31, 2024 and 2023, respectively. Accumulated depreciation includes accumulated amortization on capitalized software costs of 28,443,000 and $ 29,809,000 at March 31, 2024 and 2023, respectively. Amortization expense on capitalized software costs was $ 1,510,000 , $ 2,132,000 , and $ 2,399,000 during the years ended March 31, 2024, 2023, and 2022, respectively.
9. Goodwill and Intangible Assets
The Company has three reporting units as of March 31, 2024 and March 31, 2023. The Linear Motion Products reporting unit (which designs, manufactures, and sources mechanical and electromechanical actuators and rotary unions) had goodwill of $ 9,699,000 at March 31, 2024 and 2023, respectively. The Rest of Products reporting unit (representing the hoist, chain, and forgings, digital power control systems, and distribution businesses) had goodwill of $ 304,760,000 and $ 306,988,000 at March 31, 2024 and 2023, respectively. The Precision Conveyance reporting unit (which represents high-precision conveying systems) had goodwill of 395,875,000 and $ 327,942,000 at March 31, 2024 and March 31, 2023. The goodwill associated with the fiscal 2024 acquisition of montratec, as described in Note 3, is included in the Precision Conveyance reporting unit.
Fiscal 2024 Annual Goodwill and Intangible Asset Impairment Test
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 or if economic or other business factors indicate that the fair value of our reporting units may have declined since our last quantitative test, we proceed to a quantitative impairment test. To perform the
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
quantitative impairment test, the Company uses the discounted cash flow method to estimate the fair value of the reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates, EBITDA margins and cash flows, the terminal growth rate, and the weighted-average cost of capital. The Company projects discounted cash flows based on each reporting unit's current business, expected developments, and operational strategies over a seven-year period. In estimating the terminal growth rates, the Company considers its historical and projected results, as well as the economic environment in which its reporting units operate. The weighted-average cost of capital rates utilized for each reporting unit reflect the Company's assumptions of marketplace participants' cost of capital and risk assumptions, both specific to the reporting unit and overall in the economy.
We performed the qualitative assessment as of February 29, 2024 for all three reporting units and determined that the quantitative test was required for the Precision Conveyance reporting unit. Based on results of both the qualitative and quantitative impairment tests for the reporting units, the Company determined the fair value was not less than its carrying value. Please refer to Note 5 for a discussion of the key assumptions used in the quantitative assessment.
In accordance with ASC Topic 350-30-35, indefinite-lived intangible assets that are not subject to amortization shall be tested for impairment annually or more frequently if events or circumstances indicate that it is more likely than not that an asset is impaired. Similar to goodwill, we first assess various qualitative factors in the analysis. If, after completing this assessment, it is determined that it is more likely than not that the fair value of an indefinite-lived intangible asset is greater than its carrying value, we conclude that the indefinite-lived intangible asset is not impaired. If, after completing this assessment, it is determined that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value or if economic or other business factors indicate that the fair value of our indefinite-lived intangible assets may have declined since our last quantitative test, the Company performs a new quantitative test. The methodology used to value trademarks is the relief from royalty method. The recorded book value of these trademarks in excess of the calculated fair value triggers an impairment. The key estimate used in this calculation consists of an overall royalty rate applied to the sales covered by the trademark. After performing a qualitative assessment as of February 29, 2024, we determined that the trademarks were not impaired.
A summary of changes in goodwill during the years ended March 31, 2024 and 2023 is as follows:
Balance at April 1, 2022
$ 648,849
Working capital adjustment for Garvey $ 1,616
Garvey contingent payment reclassification $ ( 2,000 )
Currency Translation $ ( 3,836 )
Balance at March 31, 2023 644,629
Acquisition of montratec (Refer to Note 3) 66,566
Currency translation ( 861 )
Balance at March 31, 2024
$ 710,334
Goodwill is recognized net of accumulated impairment losses of $ 113,174,000 as of both March 31, 2024 and 2023, respectively.
Identifiable intangible assets acquired in a business combination are amortized over their estimated useful lives.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Identifiable intangible assets at March 31, 2024 are summarized as follows (in thousands):
Gross
Carrying
Amount Accumulated
Amortization
Net
Trademark $ 22,404 $ ( 7,903 ) $ 14,501
Indefinite-lived trademark 46,254 — 46,254
Customer relationships 355,489 ( 108,688 ) 246,801
Acquired technology 112,467 ( 35,152 ) 77,315
Other 3,748 ( 2,985 ) 763
Balance at March 31, 2024 $ 540,362 $ ( 154,728 ) $ 385,634
Identifiable intangible assets at March 31, 2023 were as follows (in thousands):
Gross
Carrying
Amount Accumulated
Amortization
Net
Trademark $ 19,478 $ ( 6,315 ) $ 13,163
Indefinite-lived trademark 46,338 — 46,338
Customer relationships 322,658 ( 88,685 ) 233,973
Acquired technology 96,291 ( 27,945 ) 68,346
Other 3,585 ( 2,868 ) 717
Balance at March 31, 2023 $ 488,350 $ ( 125,813 ) $ 362,537
The Company’s intangible assets that are considered to have finite lives are amortized over the period in which the assets are expected to generate future cash flows. Identifiable intangible assets acquired in a business combination are amortized over their estimated useful lives. The weighted-average amortization periods are 13 years for trademarks, 17 years for customer relationships, 15 years for acquired technology, 5 years for other, and 16 years in total. Trademarks with a book value of $ 46,254,000 have an indefinite useful life and are therefore not being amortized.
Total amortization expense was $ 29,396,000 , $ 26,001,000 , and $ 25,283,000 for fiscal 2024, 2023, and 2022, respectively. The increase in amortization expense in fiscal 2024 is the result of the montratec acquisition and related intangible assets acquired. Based on the current amount of intangible assets, the estimated amortization expense for each of the succeeding five years is expected to be approximately $ 30,020,000 .
10. Derivative Instruments
The Company uses derivative instruments to manage selected foreign currency and interest rate exposures. The Company does not use derivative instruments for speculative trading purposes. All derivative instruments must be recorded on the balance sheet at fair value. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded as accumulated other comprehensive gain (loss), or “AOCL,” and is reclassified to earnings when the underlying transaction has an impact on earnings. The ineffective portion of changes in the fair value of the foreign currency forward agreements is reported in foreign currency exchange loss (gain) in the Company’s consolidated statement of operations. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. For derivatives not designated as cash flow hedges, all changes in market value are recorded as a foreign currency exchange (gain) loss in the Company’s consolidated statements of operations. The cash flow effects of derivatives are reported within net cash provided by operating activities.
The Company is exposed to credit losses in the event of non-performance by the counterparties on its financial instruments. The counterparties have investment grade credit ratings. The Company anticipates that these counterparties will be able to fully satisfy their obligations under the contracts. The Company has derivative contracts with three counterparties as of March 31, 2024.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The Company's agreements with its counterparties contain provisions pursuant to which the Company could be declared in default of its derivative obligations. As of March 31, 2024, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of March 31, 2024, it could have been required to settle its obligations under these agreements at amounts which approximate the March 31, 2024 fair values reflected in the table below. During the year ended March 31, 2024, the Company was not in default of any of its derivative obligations.
As of March 31, 2024 and 2023, the Company had no derivatives designated as net investments or fair value hedges in accordance with ASC Topic 815, “Derivatives and Hedging.”
The Company has a cross currency swap agreement that is designated as a cash flow hedge to hedge changes in the value of an intercompany loan to a foreign subsidiary due to changes in foreign exchange rates. This intercompany loan is related to the acquisition of STAHL. As of March 31, 2024, the notional amount of this derivative was $ 93,910,000 , and the contract matures on March 31, 2028. From its March 31, 2024 balance of AOCL, the Company expects to reclassify approximately $ 148,000 out of AOCL, and into foreign currency exchange loss (gain), during the next 12 months based on the contractual payments due under this intercompany loan.
The Company has foreign currency forward agreements that are designated as cash flow hedges to hedge a portion of forecasted inventory purchases denominated in foreign currencies. As of March 31, 2024, the notional amount of these derivatives was $ 7,590,000 , and all contracts mature by March 31, 2025. From its March 31, 2024 balance of AOCL, the Company expects to reclassify approximately $ 71,000 out of AOCL during the next 12 months based on the expected sales of the goods purchased.
The Company's policy is to maintain a capital structure that is comprised of 50 - 70 % of fixed rate long-term debt and 30 - 50 % of variable rate long-term debt. The Company has two interest rate swap agreements in which the Company receives interest at a variable rate and pays interest at a fixed rate. The most recent interest rate swap agreement was entered into in fiscal 2024 as a result of the additional debt from the montratec acquisition. The Company modified its historical interest rate swaps from London Inter-Bank Offered Rate ("LIBOR") to Secured Overnight Financing Rate ("SOFR") in the first quarter of fiscal 2024. This modification had no impact on the Company's hedge accounting and hedge designation. These interest rate swap agreements are designated as cash flow hedges to hedge changes in interest expense due to changes in the variable interest rate of the Company's variable interest debt. The amortizing interest rate swaps mature by April 30, 2028 and had a total notional amount of $ 346,434,000 as of March 31, 2024. The effective portion of the changes in fair values of the interest rate swaps is reported in AOCL and will be reclassified to interest expense over the life of the swap agreements. From its March 31, 2024 balance of AOCL, the Company expects to reclassify approximately $ 5,644,000 out of AOCL, and into interest expense, during the next 12 months.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The following is the effect of derivative instruments on the Consolidated Statements of Operation for the years ended March 31, 2024, 2023, and 2022 (in thousands):
Derivatives Designated as Cash Flow
Hedges Type of Instrument Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion) Location of Gain or
(Loss) Recognized
in Income on
Derivatives Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
March 31,
2024 Foreign exchange contracts $ ( 168 ) Cost of products sold $ ( 29 )
2024 Interest rate swap $ 7,145 Interest expense $ 9,739
2024 Cross currency swap $ ( 70 ) Foreign currency exchange loss (gain) $ 502
2023 Foreign exchange contracts $ 57 Cost of products sold $ ( 201 )
2023 Interest rate swap $ 7,295 Interest expense $ 2,368
2023 Cross currency swap $ 5,033 Foreign currency exchange loss (gain) $ 2,332
2022 Foreign exchange contracts $ ( 193 ) Cost of products sold $ ( 60 )
2022 Interest rate swap $ 2,567 Interest expense $ ( 2,020 )
2022 Cross currency swap $ 3,548 Foreign currency exchange loss (gain) $ 7,925
The following is information relative to the Company’s derivative instruments in the Consolidated Balance Sheets as of March 31, 2024 and 2023 (in thousands):
Fair Value of Asset (Liability)
March 31,
Derivatives Designated as
Hedging Instruments Balance Sheet Location 2024 2023
Foreign exchange contracts Prepaid expenses and other $ 56 $ —
Foreign exchange contracts Other Assets — 136
Foreign exchange contracts Accrued Liabilities ( 133 ) ( 39 )
Interest rate swap Prepaid expenses and other 7,503 7,644
Interest rate swap Other Assets — 3,218
Interest rate swap Accrued Liabilities — ( 387 )
Interest rate swap Other non current liabilities ( 381 ) —
Cross currency swap Prepaid expenses and other 199 168
Cross currency swap Other non current liabilities ( 2,541 ) ( 2,270 )
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
11. Accrued Liabilities and Other Non-current Liabilities
Consolidated accrued liabilities of the Company consisted of the following:
March 31,
2024 2023
Accrued payroll $ 39,315 $ 39,713
Accrued income taxes payable 15,526 9,152
Accrued health insurance 2,450 2,216
Accrued general and product liability costs 4,600 4,900
Customer advances, deposits, and rebates 17,531 27,827
Current ROU lease liabilities 8,723 7,966
Other accrued liabilities 39,828 32,543
$ 127,973 $ 124,317
Consolidated other non-current liabilities of the Company consisted of the following:
March 31,
2024 2023
Accumulated postretirement benefit obligation $ 695 $ 826
Accrued general and product liability costs 15,388 16,203
Accrued pension cost 70,552 70,660
Cross currency swap 2,541 2,270
Deferred income tax 40,450 45,999
Non-current ROU lease liabilities 60,666 46,524
Other non-current liabilities 12,263 9,531
$ 202,555 $ 192,013
For the years ended March 31, 2024 and March 31, 2023, the Accrued general and product liability costs are presented gross of estimated recoveries of $ 7,637,000 and $ 8,272,000 , respectively. Refer to Note 16 for additional information.
12. Debt
Consolidated long-term debt of the Company consisted of the following:
March 31,
2024 2023
Term loan B $ 477,560 $ 462,560
AR Securitization 45,000 —
Unamortized deferred financing costs, net ( 5,261 ) ( 4,508 )
Total debt 517,299 458,052
Less: current portion 50,000 40,000
Total debt, less current portion $ 467,299 $ 418,052
The Company entered into the First Lien Facilities with JPMorgan Chase Bank, PNC and Wells Fargo in connection with its Fiscal 2022 acquisition of Dorner. The First Lien Facilities consisted of the Amended and Restated Revolving Credit Facility and the Bridge Facility. Proceeds from the Bridge Facility were used, among other things, to finance the purchase price for the Dorner acquisition, pay related fees, expenses and transaction costs, and refinance the Company's borrowings under its prior Term Loan and Revolver.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
In addition to the debt borrowing described above, the Company commenced and completed an underwritten public offering of 4,312,500 shares of its common stock at a price of $ 48.00 per share for total gross proceeds of $ 207,000,000 . The Company used all of the net proceeds from the equity offering to repay part of its outstanding borrowings under its Bridge Facility. The equity offering closed on May 4, 2021. Following the repayment of outstanding borrowings under the Bridge Facility, the Bridge Facility was refinanced with a syndicated Term Loan B facility (the "Term Loan B") on May 14, 2021.
The key terms of the Term Loan B facility are as follows:
1) Term Loan B: An aggregate $ 450,000,000 Term Loan B facility, which requires quarterly principal amortization of 0.25 % with the remaining principal due at the maturity date. In addition, if the Company has Excess Cash Flow ("ECF") as defined in the Credit Agreement for the First Lien Facilities (the “First Lien Facilities Credit Agreement”), the ECF Percentage of the Excess Cash Flow for each fiscal year minus optional prepayments of the Loans (except prepayments of Revolving Loans that are not accompanied by a corresponding permanent reduction of Revolving Commitments) pursuant to Section 2.10(a) of the First Lien Facilities Credit Agreement other than to the extent that any such prepayment is funded with the proceeds of Funded Debt, shall be applied toward the prepayment of the Term Loan B facility. The ECF Percentage is defined as 50 % stepping down to 25 % or 0 % based on the achievement of specified Secured Leverage Ratios as of the last day of such fiscal year. Further, the Company may draw additional Incremental Facilities (referred to as an "Accordion") by executing and delivering to JPMorgan Chase Bank, N.A. an Increased Facility Activation Notice specifying the amount of such increase requested. Lenders shall have no obligation to participate in any increase unless they agree to do so in their sole discretion.
2) Revolver: An aggregate $ 100,000,000 secured revolving facility which includes sublimits for the issuance of standby letters of credit, swingline loans and multi-currency borrowings in certain specified foreign currencies.
3) Fees and Interest Rates: Commitment fees and interest rates are determined on the basis of either a Eurocurrency rate or a Base rate plus an applicable margin, which is based upon the Company's Total Leverage Ratio (as defined in the First Lien Facilities Credit Agreement) in the case of Revolver loans.
4) Prepayments: Provisions permitting a Borrower to voluntarily prepay either the Term Loan B facility or Revolver in whole or in part at any time, and provisions requiring certain mandatory prepayments of the Term Loan B facility or Revolver on the occurrence of certain events which will permanently reduce the commitments under the First Lien Facilities Credit Agreement, each without premium or penalty, subject to reimbursement of certain costs of the Lenders.
5) Covenants: Provisions containing covenants required of the Company and its subsidiaries including various affirmative and negative financial and operational covenants. The key financial covenant is triggered only on any date when any Extension of Credit under the Amended and Restated Revolving Credit Facility is outstanding (excluding any Letters of Credit) (the “Covenant Trigger”), and prohibits the Total Leverage Ratio for the Reference Period ended on such date from exceeding (i) 6.75 :1.00 as of any date of determination prior to June 30, 2021, (ii) 5.50 :1.00 as of any date of determination on June 30, 2021 and thereafter but prior to June 30, 2022, (iii) 4.50 :1.00 as of any date of determination on June 30, 2022 and thereafter but prior to June 30, 2023 and (iv) 3.50 :1.00 as of any date of determination on June 30, 2023 and thereafter.
6) Collateral: Obligations under the First Lien Facilities are secured by liens on substantially all assets of the Company and its material domestic subsidiaries.
During fiscal 2024, the Company amended its Amended and Restated Revolving Credit Facility increasing the size of the Amended and Restated Revolving Credit Facility by $ 75,000,000 to a total of $ 175,000,000 . The Company incurred fees of $ 801,000 in this transaction which have been deferred and will be amortized over the remaining term of the Amended and Restated Revolving Credit Facility. The Company borrowed against the expanded Amended and Restated Revolving Credit Facility in May of fiscal 2024 to initially fund the montratec acquisition as described in Note 3. These borrowings were fully repaid in fiscal 2024
The Company borrowed additional funds in accordance with the Accordion feature under its existing Term Loan B facility by $ 75,000,000 in both fiscals 2022 and 2024. Proceeds from the first Accordion were used, among other things, to finance the purchase price for the Garvey acquisition, and pay related fees, expenses, and transaction costs. Proceeds from the second Accordion were used, among other things, to repay borrowings on the Amended and Restated Revolving Credit Facility. No material amendment to the terms of the Term Loan B facility or the First Lien Facilities were necessary for the Company to
62
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
utilize the Accordion feature. The Company recorded $ 892,000 in deferred financing costs on the first Accordion in Fiscal 2022 and $ 1,522,000 on the second Accordion in Fiscal 2024, both of which will be amortized over the remaining life of the Term Loan B. The Company borrowed against the expanded Amended and Restated Revolving Credit Facility in May of fiscal 2024 to initially fund the montratec acquisition as described in Note 3.
Further, the Company borrowed an additional $ 45,000,000 under a new credit agreement secured by the Company's U.S accounts receivable balances (the "AR Securitization Facility"). The total U.S accounts receivable balances which secure the AR Securitization Facility total $ 74,590,000 as of March 31, 2024. The Company used the proceeds from the second $ 75,000,000 Accordion borrowing and the $ 45,000,000 AR Securitization Facility to fully repay borrowings on the Amended and Restated Revolving Credit Facility prior to June 30, 2023.
The Key terms of the new AR Securitization Facility are as follows:
• The AR Securitization Facility Agreement provides for revolving loans to be made up to a maximum principal amount of $ 55,000,000 of which $ 45,000,000 was drawn as of March 31, 2024.
• The AR Securitization Facility borrowings bear interest at a floating rate equal to a one-month secured overnight funding rate (SOFR) plus 10 basis points of credit spread adjustment, plus 110 basis points.
• The AR Securitization Facility borrowings are secured by the Company's U.S. accounts receivables totaling $ 74,590,000 at March 31, 2024.
• The AR Securitization Facility Agreement contains customary events of default (referred to as “Amortization Events.”)
• Amounts drawn under the AR Securitization Facility may remain outstanding until the maturity date of the AR Securitization Facility on June 19, 2026. Prior to the maturity date, the Company is only required to repay principal to the extent necessary to maintain borrowing base compliance, unless an Amortization Event occurs.
As of March 31, 2024, there have been no Amortization Events triggered in the AR Securitization Facility. The Company has both the ability and intent to have the AR Securitization Facility remain outstanding for the next 12 months. As such, the Company has classified the full $ 45,000,000 outstanding borrowings under the AR Securitization Facility as long-term debt at March 31, 2024 demonstrated above.
In addition to the above, the Company amended the variable interest component of its Term Loan B and Amended and Restated Revolving Credit Facility to transition from LIBOR to SOFR.
On March 18, 2024, Columbus McKinnon Corporation entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, dated as of May 14, 2021, by and among the Company, Columbus McKinnon EMEA GmbH, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto, as amended (the “Credit Agreement”). The Fourth Amendment reduces the interest rate margin applicable under the Term Loan B by 25 basis points for both term SOFR borrowings and base rate borrowings and eliminates the Term SOFR Adjustment on the term loan B only which varied based on the interest period selected. After giving effect to the repricing, the applicable interest rate margins for the Term Loan B are 2.50 % for term SOFR borrowings and 1.50 % for base rate borrowings. The Company has accounted for the Fourth Amendment as a debt modification, therefore, debt repricing fees incurred in fiscal 2024 were expensed as general and administrative expenses and the deferred financing fees incurred as part of the Term Loan B (discussed below) remain unchanged.
The outstanding principal balance of the Term Loan B facility was $ 477,560,000 as of March 31, 2024, which includes $ 75,000,000 in principal balance from the Accordion exercised in the first quarter of fiscal 2024 as described above, and the outstanding balance of the Term Loan B was $ 462,560,000 as of March 31, 2023. The Company made $ 60,000,000 and $ 40,000,000 of principal payments on the Term Loan B during fiscal 2024 and fiscal 2023, respectively. The Company is obligated to make $ 4,976,000 of principal payments on the Term Loan B facility over the next 12 months plus applicable ECF payments, if required, however, plans to pay down approximately $ 50,000,000 in principal payments in total during such 12 month period. This amount has been recorded within the current portion of long term debt on the Company's Consolidated Balance Sheet with the remaining balance recorded as long term debt.
63
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
There were no outstanding borrowings and $ 15,368,000 outstanding letters of credit issued against the Amended and Restated Revolving Credit Facility as of March 31, 2024. The outstanding letters of credit at March 31, 2024 consisted of $ 15,368,000 of standby letters of credit.
The gross balance of deferred financing costs on the Term Loan B facility was $ 7,845,000 and $ 6,323,000 as of March 31, 2024 and 2023, respectively. The increase of $ 1,522,000 in fiscal 2024 relates to the Accordion exercise described above. The accumulated amortization balances were $ 2,971,000 and $ 1,815,000 as of March 31, 2024 and 2023, respectively. The gross balance of deferred financing costs associated with the AR Securitization Facility was $ 536,000 with an accumulated amortization balance of $ 149,000 as of March 31, 2024.
The gross balance of deferred financing costs associated with the Amended and Restated Revolving Credit Facility was $ 4,828,000 as of March 31, 2024 and $ 4,027,000 as of March 31, 2023, respectively, which are included in Other assets on the Consolidated Balance Sheet. The increase in the deferred financing costs in Fiscal 2024 are related to fees incurred to increase the facility as described above. The accumulated amortization balance is $ 2,655,000 and $ 1,611,000 as of March 31, 2024 and March 31, 2023, respectively.
The principal payments obligated to be made as of March 31, 2024 on the Term Loan B facility and AR Securitization are as follows:
2025 $ 4,976
2026 $ 4,976
2027 $ 49,976
2028 $ 4,976
Thereafter $ 457,656
$ 522,560
In connection with Dorner acquisition, the Company recorded a finance lease for a manufacturing facility in Hartland, WI under a 23 year lease agreement, which terminates in 2035. The outstanding balance on the finance lease obligation is $ 12,937,000 as of March 31, 2024 of which $ 670,000 has been recorded within the Current portion of long term debt and the remaining balance recorded within Term loan, AR securitization facility and finance lease obligations on the Company's Consolidated Balance Sheet. See Note 18, Leases , for further details.
Non-U.S. Lines of Credit and Loans
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, 2024, unsecured credit lines totaled approximately $ 2,374,000 , of which $ 0 was drawn. In addition, unsecured lines of $ 13,945,000 were available for bank guarantees issued in the normal course of business of which $ 11,261,000 was utilized.
13. Pensions and Other Benefit Plans
The Company provides retirement plans, including defined benefit and defined contribution plans, and other postretirement benefit plans to certain employees. The Company applies ASC Topic 715 “Compensation – Retirement Benefits,” which required the recognition in pension and other postretirement benefits obligations and accumulated other comprehensive income of actuarial gains or losses, prior service costs or credits and transition assets or obligations that had previously been deferred. This statement also requires an entity to measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the fiscal year.
64
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Pension Plans
The Company provides defined benefit pension plans to certain employees. The Company uses March 31 as the measurement date. The following provides a reconciliation of benefit obligation, plan assets, and funded status of the plans:
March 31,
2024 2023
Change in benefit obligation:
Benefit obligation at beginning of year $ 300,210 $ 356,974
Service cost 512 707
Interest cost 13,548 11,312
Actuarial (gain) loss ( 2,754 ) ( 42,652 )
Benefits paid ( 22,650 ) ( 23,980 )
Settlement ( 20,510 ) —
Foreign exchange rate changes ( 331 ) ( 2,151 )
Benefit obligation at end of year $ 268,025 $ 300,210
Change in plan assets:
Fair value of plan assets at beginning of year $ 231,667 $ 271,985
Actual gain (loss) on plan assets 4,328 ( 20,735 )
Employer contribution 6,761 4,796
Benefits paid ( 22,650 ) ( 23,980 )
Settlement ( 20,510 ) —
Foreign exchange rate changes ( 4 ) ( 399 )
Fair value of plan assets at end of year $ 199,592 $ 231,667
Funded status $ ( 68,433 ) $ ( 68,543 )
Unrecognized actuarial loss 16,229 17,169
Net amount recognized $ ( 52,204 ) $ ( 51,374 )
During fiscal 2024, the Company terminated both of its Canadian pension plans and began the process to terminate one of its U.S. pension plans. For the U.S. plan, lump sum payments were made to eligible participants who elected to receive them. The lump sum payments were paid during the third and fourth quarters of fiscal 2024. These lump sum payments along with the overall termination of the two Canadian plans resulted in a settlement charge of $ 4,984,000 which was recorded in Other (income) expense, net on the Consolidated Statements of Operations. The Company expects to complete the termination of the U.S. plan in fiscal year 2025.
Amounts recognized in the consolidated balance sheets are as follows:
March 31,
2024 2023
Other assets $ 5,905 $ 5,832
Accrued liabilities ( 3,786 ) ( 3,715 )
Other non-current liabilities ( 70,552 ) ( 70,660 )
Accumulated other comprehensive loss, before tax 16,229 17,169
Net amount recognized $ ( 52,204 ) $ ( 51,374 )
Other assets are presented separately from pension liabilities for pension plans that are over funded.
65
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Net periodic pension cost included the following components:
Year Ended March 31,
2024 2023 2022
Service costs—benefits earned during the period $ 512 $ 707 $ 980
Interest cost on projected benefit obligation 13,548 11,312 10,130
Expected return on plan assets ( 11,459 ) ( 10,844 ) ( 13,037 )
Net amortization 360 851 1,457
Settlement 4,984 ( 62 ) —
Net periodic pension cost (benefit) $ 7,945 $ 1,964 $ ( 470 )
Information for pension plans with a projected benefit obligation in excess of plan assets is as follows:
March 31,
2024 2023
Projected benefit obligation $ 171,273 $ 176,201
Fair value of plan assets 96,935 101,826
Information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:
March 31,
2024 2023
Accumulated benefit obligation $ 168,488 $ 173,149
Fair value of plan assets 96,935 101,826
Unrecognized gains and losses are amortized through March 31, 2024 on a straight-line basis over the average remaining service period of active participants. Starting in fiscal 2016, the Company changed the amortization period of its largest plan to the average remaining lifetime of inactive participants, as a significant portion of the plan population is now inactive. This change increases the amortization period of the unrecognized gains and losses.
The weighted-average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed and also net periodic pension cost for the following year:
2024 2023 2022
Discount rate 4.82 % 4.82 % 3.35 %
Expected long-term rate of return on plan assets 5.27 % 4.13 % 4.70 %
Rate of compensation increase on active plans 3.00 % 3.00 % 2.76 %
Interest crediting rates used in cash balance pension plans 4.95 % 4.04 % 1.05 %
The expected rates of return on plan asset assumptions are determined considering long-term historical averages and real returns on each asset class.
The Company’s retirement plan target and actual asset allocations are as follows:
Target Actual
2025 2024 2023
Equity securities 18 %- 8 %
8 % 22 %
Fixed income securities 92 % - 82 %
92 % 78 %
Total plan assets 100 % 100 % 100 %
The Company has an investment objective for domestic pension plans to adequately provide for both the growth and liquidity needed to support all current and future benefit payment obligations. The Company's policy is to de-risk the portfolio by increasing liability-hedging investments as the pension liability funded status increases, which is known as the glide path
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
method. Within the table above, cash equivalents are categorized as fixed income as they earn lower returns than equity securities which includes alternative real estate funds (shown in the fair value tables below).
The Company’s funding policy with respect to the defined benefit pension plans is to contribute annually at least the minimum amount required by the Employee Retirement Income Security Act of 1974 (ERISA). Additional contributions may be made to minimize PBGC premiums. The Company plans to contribute approximately $ 6,839,000 to its pension plans in fiscal 2025.
Information about the expected benefit payments for the Company’s defined benefit plans is as follows:
2025 $ 22,548
2026 22,335
2027 22,149
2028 21,728
2029 21,278
2030-2034 97,940
Postretirement Benefit Plans
The Company sponsors a defined benefit other postretirement health care plan that provide medical and life insurance coverage to certain U.S. retirees and their dependents of one of its subsidiaries. Prior to the acquisition of this subsidiary, the Company did not sponsor any postretirement benefit plans. The Company pays the majority of the medical costs for certain retirees and their spouses who are under age 65 . For retirees and dependents of retirees who retired prior to January 1, 1989, and are age 65 or over, the Company contributes 100 % toward the American Association of Retired Persons (“AARP”) premium frozen at the 1992 level. For retirees and dependents of retirees who retired after January 1, 1989, the Company contributes $ 35 per month toward the AARP premium. The life insurance plan is noncontributory. The net periodic postretirement benefit income for fiscal 2024 was $ 146,000 and the liability at March 31, 2024 is $ 847,000 with $ 695,000 included in Other non-current liabilities and $ 152,000 included in Accrued liabilities in the Consolidated Balance Sheet.
The Company has collateralized split-dollar life insurance arrangement with one of its former officers. Under this arrangement, the Company pays certain premium costs on life insurance policy for the former officer. Upon the later of the death of the former officer and their spouse, the Company will receive all of the premiums paid to-date. The net periodic pension cost for fiscal 2024 was $ 91,000 and the liability at March 31, 2024 is $ 2,857,000 with $ 2,777,000 included in Other non-current liabilities and $ 80,000 included in Accrued liabilities in the Consolidated Balance Sheet. The cash surrender value of the policies is $ 2,392,000 and $ 3,690,000 at March 31, 2024 and 2023, respectively. The balance is included in Other assets in the consolidated balance sheet.
Other Benefit Plans
The Company also sponsors defined contribution plans covering substantially all domestic employees and certain international employees. Participants may elect to contribute basic contributions. These plans provide for employer contributions based on employee eligibility and participation. The Company recorded a charge for such contributions of approximately $ 6,288,000 , $ 5,808,000 , and $ 4,540,000 for the years ended March 31, 2024, 2023, and 2022, respectively which are included in Cost of Products Sold, Selling Expenses, and General and Administrative Expenses within the Consolidated Statements of Operations.
Fair Values of Plan Assets
The Company classified its investments within the categories of equity securities, fixed income securities, common collective trusts, alternative real estate, and cash equivalents, as the Company’s management bases its investment objectives and decisions from these four categories. The Company’s investment policy is to use its glide-path method to de-risk the portfolio by increasing liability-hedging investments as the pension liability funded status increases.
67
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The fair values of the Company’s defined benefit plans’ consolidated assets by asset category as of March 31 were as follows:
March 31,
2024 2023
Asset categories:
Equity securities $ 15,266 $ 27,576
Fixed income securities 81,890 76,701
Common collective trusts 98,117 116,477
Alternative real estate — 8,565
Cash equivalents 4,319 2,348
Total $ 199,592 $ 231,667
The fair values of our defined benefit plans’ consolidated assets were determined using the fair value hierarchy of inputs described in Note 5. The fair values by category of inputs as of March 31, 2024 and March 31, 2023 were as follows:
Measured at NAV (1) Quoted Prices
in Active
Markets for
Identical Assets Significant other
observable
Inputs Significant
unobservable
Inputs
As of March 31, 2024:
(Level 1) (Level 2) (Level 3) Total
Asset categories:
Equity securities $ — $ 15,266 $ — $ — $ 15,266
Fixed income securities — 81,890 — — 81,890
Common collective trusts 98,117 — — — 98,117
Cash equivalents — 4,319 — — 4,319
Total $ 98,117 $ 101,475 $ — $ — $ 199,592
(1) Reflects the net asset value (NAV) practical expedient used to approximate fair value.
Measured at NAV (1) Quoted Prices
in Active
Markets for
Identical Assets Significant other
observable
Inputs Significant
unobservable
Inputs
As of March 31, 2023:
(Level 1) (Level 2) (Level 3) Total
Asset categories:
Equity securities $ — $ 27,576 $ — $ — $ 27,576
Fixed income securities — 76,701 — — 76,701
Common collective trusts 116,477 — — — 116,477
Alternative real estate 8,565 — — — 8,565
Cash equivalents — 2,348 — — 2,348
Total $ 125,042 $ 106,625 $ — $ — $ 231,667
(1) Reflects the net asset value (NAV) practical expedient used to approximate fair value.
Level 1 securities consist of mutual funds, domestic corporate bonds, securities issued by the U.S. government other similar fixed income investments with quoted market prices.
NAV is used as a practical expedient to estimate fair value. NAV is based on the fair value of the underlying investments held by the fund less its liability based on published daily rate. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. We are not aware of any significant restrictions on the issuances or redemption of shares of these funds.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Level 2 fixed income securities fair values of the underlying investments are generally based on independent broker dealer bids, or by comparison to other debt securities having similar durations, yields, and credit ratings.
14. Employee Stock Ownership Plan ("ESOP")
Effective January 1, 2012 the ESOP was closed to new hires. Prior to this date, substantially all of the Company’s U.S. non-union employees were participants in the ESOP. Additionally, during the year ended March 31, 2015 the final loan payment was made by the ESOP to the Company and there was no compensation expense recorded in fiscal years 2024, 2023, or 2022.
At March 31, 2024 and 2023, 160,000 and 177,000 of ESOP shares, respectively, were allocated or available to be allocated to participants’ accounts. There are no shares of collateralized common stock related to the ESOP loan outstanding at March 31, 2024 and no ESOP shares were pledged as collateral to guarantee the ESOP term loans.
15. Earnings per Share and Stock Plans
Earnings per Share
The Company calculates earnings per share in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share exclude any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share include any dilutive effects of stock options, unvested restricted stock units, unvested performance shares, and unvested restricted stock. Stock options and performance shares with respect to 479,000 and 651,000 common shares were not included in the computation of diluted earnings per share for fiscal 2024 and 2023, respectively, because they were antidilutive. For the years ended March 31, 2024 and 2023, an additional 165,000 and 179,000 , respectively, in contingently issuable shares were not included in the computation of diluted earnings per share because a performance condition had not yet been met.
The following table sets forth the computation of basic and diluted earnings per share (share data presented in thousands):
Year Ended March 31,
Numerator for basic and diluted earnings per share: 2024 2023 2022
Net income $ 46,625 $ 48,429 $ 29,660
Denominators:
Weighted-average common stock outstanding— denominator for basic EPS 28,728 28,600 28,040
Effect of dilutive employee stock options, RSU's and performance shares 298 218 361
Adjusted weighted-average common stock outstanding and assumed conversions— denominator for diluted EPS 29,026 28,818 28,401
The weighted-average common stock outstanding shown above is net of unallocated ESOP shares (see Note 14).
During fiscal 2023, the Company repurchased 31,000 shares of its common stock at an aggregate cost of $ 1,001,000 in accordance with the Company's previously adopted share repurchase program. The value of the shares purchased are reflected as Treasury stock on the Company's Consolidated Balance Sheet as of March 31, 2023.
Stock Plans
The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” applying the modified prospective method. This Statement requires all equity-based payments to employees, including grants of employee stock options, to be recognized in the statement of earnings based on the grant date fair value of the award. Under the modified prospective method, the Company is required to record equity-based compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards outstanding as of the date of adoption.
69
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The Company grants share based compensation to eligible participants under the 2016 Long Term Incentive Plan, as Amended and Restated in June 2019 ("2016 LTIP"). The total number of shares of common stock with respect to which awards may be granted under the 2016 LTIP were increased by 2,500,000 as a result of the June 2019 amendment. Shares not previously authorized for issuance under any of the prior stock plans, and shares not issued or subject to outstanding awards under the prior stock plans are still available for issuance. Details of the shares granted under these plans are discussed below.
Prior to the adoption of the 2016 LTIP, the Company granted stock awards under the 2010 Long Term Incentive Plan and the 2006 Long Term Incentive Plan, collectively referred to as the “Prior Stock Plans.”
Stock based compensation expense was $ 12,039,000 , $ 10,425,000 , and $ 11,246,000 for fiscal 2024, 2023, and 2022, respectively. Stock compensation expense is included in cost of products sold, selling, general and administrative, and research and development expenses depending on the nature of the service of the employee receiving the award. The Company recognizes expense for all share–based awards over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period for the award, for awards expected to vest. Accordingly, expense is generally reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The Company recognized compensation expense for stock option awards and unvested restricted share awards that vest based on time or market parameters straight-line over the requisite service period for vesting of the award.
Long Term Incentive Plan
Under the 2016 LTIP, t he total number of shares of common stock with respect to which awards may be granted under the plan is 2,500,000 in addition to shares not previously authorized for issuance under any of the prior stock plans and any shares not issued or subject to outstanding awards under the prior stock plans. As of March 31, 2024, 339,000 shares remain available for future grants. The 2016 LTIP was designed as an omnibus plan and awards may consist of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, or stock bonuses.
Under the 2016 LTIP, the granting of awards to employees may take the form of options, restricted shares, and performance shares. The Compensation Committee of our Board of Directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restriction and other terms and conditions of each grant in accordance with terms of the Plan.
In connection with the acquisition of Magnetek, the Company agreed to continue the 2014 Stock Incentive Plan of Magnetek, Inc. (the "Magnetek Stock Plan"). In doing so, the Company has available under the Magnetek Stock Plan 164,461 of the Company's shares which can be granted to certain employees as stock-based compensation.
Stock Option Plans
Options outstanding under the 2016 LTIP generally become exercisable over a 3-year period at a rate of 33 % per year commencing one year from the date of grant and have an exercise price of not less than 100 % of the fair market value of the common stock on the date of grant.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
A summary of option transactions during each of the three fiscal years in the period ended March 31, 2024 is as follows:
Shares Weighted-
average
Exercise Price per share Weighted-
average
Remaining
Contractual
Life (in years) Aggregate
Intrinsic
Value
Outstanding at April 1, 2021
657,814 $ 27.45 7.29 $ 16,652
Granted 159,643 54.06
Exercised ( 105,132 ) 25.24
Cancelled ( 32,540 ) 31.71
Outstanding at March 31, 2022
679,785 $ 33.82 7.08 $ 15,294
Granted 394,586 34.91
Exercised ( 32,158 ) 22.15
Cancelled ( 67,042 ) 35.32
Outstanding at March 31, 2023
975,171 $ 34.54 7.13 $ 5,497
Granted 298,674 36.19
Exercised ( 62,060 ) 25.73
Cancelled ( 17,945 ) 37.49
Outstanding at March 31, 2024
1,193,840 35.37 6.93 $ 12,392
Exercisable at March 31, 2024
600,072 $ 33.47 5.43 $ 6,888
The Company calculated intrinsic value for those options that had an exercise price lower than the market price of our common shares as of March 31, 2024. The aggregate intrinsic value of outstanding options as of March 31, 2024 is calculated as the difference between the exercise price of the underlying options and the market price of our common shares for the 1,048,000 options that were in-the-money at that date. The aggregate intrinsic value of exercisable options as of March 31, 2024 is calculated as the difference between the exercise price of the underlying options and the market price of our common shares for the 499,000 exercisable options that were in-the-money at that date. The Company's closing stock price was $ 44.63 as of March 31, 2024. The total intrinsic value of stock options exercised was $ 870,000 , $ 360,000 , and $ 2,513,000 during fiscal 2024, 2023, and 2022, respectively.
The grant date fair value of options that vested was $ 11.00 , $ 10.36 , and $ 11.19 during fiscal 2024, 2023, and 2022, respectively.
As of March 31, 2024, $ 3,277,000 of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 2.0 years.
Exercise prices for options outstanding as of March 31, 2024, ranged from $ 15.16 to $ 38.70 . The following table provides certain information with respect to stock options outstanding at March 31, 2024:
Stock Options
Outstanding Weighted-average
Exercise Price Weighted-average
Remaining
Contractual Life
Range of Exercise Prices
$10.01 to 20.00 51,957 $ 15.16 2.15
$20.01 to 30.00 219,998 $ 26.60 5.19
$30.01 to $40.00 700,333 $ 35.05 7.75
$40.01 to $50.00 82,181 $ 42.77 7.94
$50.01 to $60.00 139,371 $ 54.26 6.72
1,193,840 $ 35.37 6.93
71
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The following table provides certain information with respect to stock options exercisable at March 31, 2024:
Range of Exercise Prices Stock Options
Exercisable Weighted- average
Exercise Price per share
$10.01 to 20.00 51,957 $ 15.16
$20.01 to 30.00 219,998 26.60
$30.01 to $40.00 227,117 35.16
$40.01 to $50.00 4,244 49.36
$50.01 to $60.00 96,756 54.26
600,072 $ 33.47
The fair value of stock options granted was estimated on the date of grant using a Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted-average grant date fair value of the options was $ 12.97 , $ 11.13 , and $ 17.71 for options granted during fiscal 2024, 2023, and 2022, respectively. The following table provides the weighted-average assumptions used to value stock options granted during fiscal 2024, 2023, and 2022:
Year Ended
March 31,
2024
Year Ended
March 31,
2023
Year Ended
March 31,
2022
Assumptions:
Risk-free interest rate 4.28 % 2.53 % 0.35 %
Dividend yield 0.77 % 0.81 % 0.44 %
Volatility factor 0.336 0.330 0.372
Expected life 5.5 years 5.5 years 5.5 years
To determine expected volatility, the Company uses historical volatility based on daily closing prices of its Common Stock over periods that correlate with the expected terms of the options granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the appropriate term of the options granted. Expected dividends are based on the Company's history and expectation of dividend payouts. The expected term of stock options is based on vesting schedules, expected exercise patterns and contractual terms.
Restricted Stock Units
The Company granted restricted stock units under the 2016 LTIP during fiscal 2024, 2023, and 2022 to employees as well as to the Company’s non-executive directors as part of their annual compensation. For fiscal 2022, 2023, and 2024 restricted stock units for employees vest ratably based on service one-third after each of years one, two, and three.
72
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
A summary of the restricted stock unit awards granted under the Company’s LTIP plan as of March 31, 2024 is as follows:
Shares Weighted-average
Grant Date
Fair Value per share
Unvested at April 1, 2021
269,789 $ 32.41
Granted 133,082 49.98
Vested ( 138,407 ) 35.71
Forfeited ( 19,728 ) 35.41
Unvested at March 31, 2022
244,736 $ 39.86
Granted 161,582 31.61
Vested ( 132,953 ) 35.44
Forfeited ( 26,140 ) 38.15
Unvested at March 31, 2023
247,225 $ 37.02
Granted 159,816 37.57
Vested ( 145,862 ) 39.21
Forfeited ( 10,267 ) 41.61
Unvested at March 31, 2024
250,912 $ 35.91
Total unrecognized compensation cost related to unvested restricted stock units as of March 31, 2024 is $ 2,996,000 and is expected to be recognized over a weighted average period of 1.7 years. The fair value of restricted stock units that vested during the year ended March 31, 2024 and 2023 was $ 5,720,000 and $ 4,713,000 , respectively.
Performance Shares
The Company granted performance shares under the 2016 LTIP during fiscal 2024, 2023, and 2022. Performance based shares are recognized as compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. This expense is recognized ratably over the three year period that these shares are restricted.
Fiscal 2022 performance shares granted vest pursuant to a performance condition based upon the Company’s Consolidated Return on Invested Capital ("ROIC") for the twelve months ended March 31, 2024. During fiscal 2023, the Company determined that the performance condition on its fiscal 2022 performance shares would not be fully met. The Company has adjusted its stock-based compensation expense accordingly in fiscal 2024. Fiscal 2023 performance shares granted vest pursuant to a performance condition based upon the Company’s Consolidated ROIC for the twelve months ended March 31, 2025. At this time, the Company believes the March 31, 2025 performance condition will be met. Fiscal 2024 performance shares granted vest pursuant to a performance condition based upon the Company’s Consolidated ROIC for the twelve months ended March 31, 2026. At this time, the Company believes the March 31, 2026 performance condition will be met.
73
COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
A summary of the performance shares transactions during each of the three fiscal years in the period ended March 31, 2024 is as follows:
Shares Weighted-average
Grant Date
Fair Value per share
Unvested at April 1, 2021
123,232 $ 29.58
Granted 41,322 52.01
Vested ( 18,296 ) 36.43
Forfeited ( 8,226 ) 30.25
Unvested at March 31, 2022
138,032 $ 35.35
Granted 67,606 33.03
Forfeited ( 26,633 ) 35.26
Unvested at March 31, 2023
179,005 $ 34.49
Granted 73,453 36.58
Vested ( 39,720 ) 35.95
Forfeited ( 33,838 ) 28.66
Unvested at March 31, 2024
178,900 $ 36.13
The Company had $ 2,825,000 in unrecognized compensation costs related to the unvested performance share awards as of March 31, 2024.
Directors Stock
During fiscal 2024, 2023, and 2022, a total of 28,512 , 41,313 , and 21,928 shares of stock, respectively, were granted under the 2016 LTIP to the Company’s non-executive directors as part of their annual compensation. The weighted average fair value grant price of those shares was $ 41.17 , $ 28.91 , and $ 43.73 for fiscal 2024, 2023, and 2022, respectively. The expense related to the shares was $ 1,174,000 , $ 1,194,000 and $ 959,000 for fiscal 2024, 2023 and 2022, respectively.
Dividends
On March 18, 2024, the Company's Board of Directors approved payment of a quarterly dividend of $ 0.07 per common share, representing an annual dividend rate of $ 0.28 per share. The dividend was paid on May 13, 2024 to shareholders of record on May 3, 2024 and totaled approximately $ 2,020,000 .
Stock Repurchase Plan
On March 26, 2019, the Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $ 20 million of the Company's common stock. The Company repurchased 31,000 shares of its common stock at an aggregate cost of $ 1,001,000 in accordance with this plan during the fiscal year ended March 31, 2023. No repurchases were made during the fiscal year ended March 31, 2024.
16. Loss Contingencies
From time to time, the Company is named a defendant in legal actions arising out of the normal course of business. The Company is not a party to any pending legal proceeding other than ordinary, routine litigation incidental to our business. The Company does not believe that any of our pending litigation will have a material impact on its business.
Accrued general and product liability costs are actuarially estimated reserves based on amounts determined from loss reports, individual cases filed with the Company, and an amount for losses incurred but not reported. The aggregate amounts of reserves were $ 19,988,000 (gross of estimated insurance recoveries of $ 7,637,000 ) and $ 21,103,000 (gross of estimated insurance recoveries of $ 8,272,000 ) of which $ 15,388,000 and $ 16,203,000 are included in Other non current liabilities and $ 4,600,000
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
and $ 4,900,000 in Accrued liabilities as of March 31, 2024 and 2023, respectively. The liability for accrued general and product liability costs are funded by investments in marketable securities (see Notes 2 and 7).
The following table provides a reconciliation of the beginning and ending balances for accrued general and product liability:
Year Ended March 31,
2024 2023 2022
Accrued general and product liability, beginning of year $ 21,103 $ 22,575 $ 21,227
Estimated insurance recoveries ( 634 ) ( 889 ) 1,109
Add provision for claims 2,226 3,025 6,648
Deduct payments for claims ( 2,707 ) ( 3,608 ) ( 6,409 )
Accrued general and product liability, end of year $ 19,988 $ 21,103 $ 22,575
Estimated insurance recoveries ( 7,637 ) ( 8,272 ) ( 9,160 )
Net accrued general and product liability, end of year $ 12,351 $ 12,831 $ 13,415
The per occurrence limits on the self-insurance for general and product liability coverage to Columbus McKinnon through its wholly-owned captive insurance company were $ 2,000,000 from inception through fiscal 2003 and $ 3,000,000 for fiscal 2004 and thereafter. In addition to the per occurrence limits, the Company’s coverage is also subject to an annual aggregate limit, applicable to losses only. These limits range from $ 2,000,000 to $ 6,000,000 for each policy year from inception through fiscal 2024. The Company also purchases excess general and product liability insurance up to an aggregate $ 75,000,000 limit.
Asbestos
Like many industrial manufacturers, the Company is involved in asbestos-related litigation. In continually evaluating costs relating to its estimated asbestos-related liability, the Company reviews, 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, its recent and historical resolution of the cases, the number of cases pending against it, the status and results of broad-based settlement discussions, and the number of years such activity might continue. Based on this review, the Company has estimated its 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. The Company will 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.
Based on actuarial information, the Company has estimated its net asbestos-related aggregate liability including related legal costs to range between $ 4,900,000 and $ 8,900,000 , net of insurance recoveries, using actuarial parameters of continued claims for a period of 38 years from March 31, 2024. The Company has estimated its asbestos-related aggregate liability that is probable and estimable, net of insurance recoveries, in accordance with U.S. generally accepted accounting principles approximates $ 6,532,000 . The Company has reflected the liability gross of insurance recoveries of $ 7,637,000 as a liability in the consolidated financial statements as of March 31, 2024. The recorded liability does not consider the impact of any potential favorable federal legislation. This liability will fluctuate based on the uncertainty in the number of future claims that will be filed and the cost to resolve those claims, which may be influenced by a number of factors, including the outcome of the ongoing broad-based settlement negotiations, defensive strategies, and the cost to resolve claims outside the broad-based settlement program. Of this amount, management expects to incur asbestos liability payments of approximately $ 2,700,000 over the next 12 months. Because payment of the liability is likely to extend over many years, management believes that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.
A share of the Company's previously incurred asbestos-related expenses and future asbestos-related expenses are covered by pre-existing insurance policies. The Company had been engaged in a legal action against the insurance carriers for those policies to recover past expenses and future costs incurred. The Company came to an agreement with the insurance carriers to settle its case against them for recovery of a portion of past costs and future costs for asbestos-related legal defense costs. The agreement was finalized during the quarter ended September 30, 2020. The terms of the settlement require the carriers to pay
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(tabular amounts in thousands, except share data)
gross defense costs prior to retro-premiums of 65 % for future asbestos-related defense costs subject to an annual cap of $ 1,650,000 for claims covered by the settlement.
Further, the insurance carriers are expected to cover 100 % of indemnity costs related to all covered cases. Estimates of the future cost sharing have been included in the loss reserve calculation as of March 31, 2024 and 2023. The Company has recorded a receivable for the estimated future cost sharing in Other assets in the Balance Sheet in the amount of $ 7,637,000 and $ 8,272,000 , which offsets its asbestos reserves, at March 31, 2024 and 2023, respectively.
In addition, one of the Company's subsidiaries, Magnetek, Inc. ("Magnetek") has been named, along with multiple other defendants, in asbestos-related lawsuits associated with business operations previously acquired but which are no longer owned. During Magnetek's ownership, none of the businesses produced or sold asbestos-containing products. For such claims, Magnetek is uninsured and either contractually indemnified against liability, or contractually obligated to defend and indemnify the purchaser of these former business operations. The Company aggressively seeks dismissal from these proceedings. The asbestos-related liability including legal costs is estimated to be approximately $ 842,000 and $ 663,000 , which has been reflected as a liability in the consolidated financial statements at March 31, 2024 and 2023, respectively.
Product Liability
The Company is also involved in other unresolved legal actions that arise in the normal course of business. The most prevalent of these unresolved actions involve disputes related to product design, manufacture and performance liability. The Company's estimation of its product-related aggregate liability that is probable and estimable, in accordance with U.S. generally accepted accounting principles approximates $ 4,977,000 , which has been reflected as a liability in the consolidated financial statements as of March 31, 2024. In some cases, the Company cannot reasonably estimate a range of loss because there is insufficient information regarding the matter.
In April of fiscal 2025, a trial involving a product liability claim against the Company resulted in a jury verdict demanding the Company to pay approximately $ 3,000,000 in damages. The Company along with its attorneys believes it will be successful in overturning this verdict and that payment of the damages is not probable. As such the Company has not accrued the damages at March 31, 2024.
Management believes that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.
Litigation-Other
In October 2010, Magnetek received a request for indemnification from Power-One, Inc. ("Power-One") for an Italian tax matter arising out of the sale of Magnetek's power electronics business to Power-One in October 2006. With a reservation of rights, Magnetek affirmed its obligation to indemnify Power-One for certain pre-closing taxes. The sale included an Italian company, Magnetek, S.p.A., and its wholly owned subsidiary, Magnetek Electronics (Shenzhen) Co. Ltd. (the “Power-One China Subsidiary”). The tax authority in Arezzo, Italy, issued a notice of audit report in September 2010 wherein it asserted that the Power-One China Subsidiary had its administrative headquarters in Italy and therefore it should be considered resident in Italy and subject to taxation in Italy. In November 2010, the tax authority issued a notice of tax assessment for the period of July 2003 to June 2004, alleging that taxes of approximately $ 2,100,000 (Euro 1,900,000 ), plus interest, were due in Italy on taxable income earned by the Power-One China Subsidiary during this period. In addition, the assessment alleges potential penalties in the amount of approximately $ 2,400,000 (Euro 2,200,000 ) for the alleged failure of the Power-One China Subsidiary to file its Italian tax return. The Power-One China Subsidiary filed its response with the provincial tax commission of Arezzo, Italy in January 2011. A hearing before the Tax Court was held in July 2012 on the tax assessment for the period of July 2003 to June 2004. In September 2012, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessment for the period of July 2003 to June 2004. In February 2013, the tax authority filed an appeal of the Tax Court's September 2012 ruling. The Regional Tax Commission of Florence heard the appeal of the tax assessment dismissal for the period of July 2003 to June 2004 and thereafter issued its ruling finding in favor of the tax authority. Magnetek believed the court’s decision was based upon erroneous interpretations of the applicable law and appealed the ruling to the Italian Supreme Court in April 2015. In April 2022, the Supreme Court upheld the appeal in favor of Power-One.
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(tabular amounts in thousands, except share data)
The tax authority in Arezzo, Italy also issued a tax inspection report in January 2011 for the periods July 2002 to June 2003 (fiscal period 2002/2003) and July 2004 to December 2006 (fiscal periods 2004/2005 and 2005/2006) claiming that the Power-One China Subsidiary failed to file Italian tax returns for the reported periods. In August 2012, the tax authority in Arezzo, Italy issued four notices of tax assessment for the periods July 2002 to June 2003 and July 2004 to December 2006, alleging that taxes of approximately $ 7,200,000 (Euro 6,700,000 ) were due in Italy on taxable income earned by the Power-One China Subsidiary together with an allegation of potential penalties in the amount of approximately $ 3,000,000 (Euro 2,800,000 ) for the alleged failure of the Power-One China Subsidiary to file its Italian tax returns.
On June 3, 2015, the Tax Court, ruled in favor of the Power-One China Subsidiary dismissing the tax assessments for the periods of July 2002 to June 2003 and July 2004 to December 2006. On July 27, 2015, the tax authority filed appeals of the Tax Court's ruling of June 3, 2015. In May 2016, the Regional Tax Court of Florence rejected the appeals of the tax authority and at the same time canceled the notices of assessment for the fiscal years of 2004/2005 and 2005/2006. In December 2016, the Power-One China Subsidiary was served by the Italian Revenue Agency with two appeals to the Italian Supreme Court regarding the two positive judgments on the tax assessments for the fiscal periods 2004/2005 and 2005/2006. In February 2017 the Power-One China Subsidiary filed two memorandum before the Italian Supreme Court in response to the appeals made by the tax authority against the positive judgments on the tax assessments for fiscal years 2004/2005 and 2005/2006.
In March 2017, the Regional Tax Court of Florence rejected the appeal of the assessment for 2006 fiscal year (period July 2006-December 2006). In October 2017, the Power-One China Subsidiary was served by the Italian Revenue Agency with an appeal to the Italian Supreme Court against the positive judgment on the tax assessment for fiscal year 2006. In November 2017 the Power-One China Subsidiary filed a memorandum before the Italian Supreme Court in response to the appeal made by the tax authority against the positive judgment on the tax assessment for fiscal year 2006. In March 2018, the Regional Tax Court of Florence rejected the appeal of the assessment for 2002/2003 fiscal year. In October 2018 the Power-One China Subsidiary was served by the Italian Revenue Agency with an appeal to the Italian Supreme Court against the positive judgment on the tax assessment for fiscal year 2002/2003. In November 2018 the Power-One China Subsidiary filed a memorandum with the Italian Supreme Court in response to the appeal made by the tax authority. The Supreme Court upheld the appeals of the Italian Tax Authority and remitted the proceedings back to the Regional Tax Court for a new evaluation of the substance of the dispute.
In December 2022 the Power One China Subsidiary resumed the proceedings concerning the tax assessments for fiscal years 2002/2003 and 2006 before the Regional Tax Court. A hearing was held before the Regional Tax Court in April and May of 2023, in two separate decisions, the court ruled in favor of the Company. The tax authority appealed this decision on December 6, 2023, and the Company filed the relevant counter claims in January of 2024.
In March 2023 the Power One China Subsidiary resumed the proceedings concerning the tax assessments for fiscal years 2004/2005 and 2005/2006 before the Regional Tax Court. The hearing was held in February 2024 where the court upheld the assessments. The Company is appealing the judgment and expects the Supreme court to reverse the judgment of the lower court as they have previously with the 2002/2003 and 2006 assessments.
The Company believes it will be successful and does not expect to incur a liability related to these assessments.
In September of 2017, Magnetek received a request for defense and indemnification from Monsanto Company, Pharmacia, LLC, and Solutia, Inc. (collectively, “Monsanto”) with respect to: (1) lawsuits brought by plaintiffs claiming that Monsanto manufactured polychlorinated biphenyls ("PCBs"), exposure to which allegedly caused injury to plaintiffs; and (2) lawsuits brought by municipalities and municipal entities claiming that Monsanto should be responsible for a variety of damages due to the presence of PCBs in bodies of water in those municipalities and/or in water treated by those municipal entities. Monsanto claims to be entitled to defense and indemnification from Magnetek under a so-called “Special Undertaking” apparently executed by Magnetek’s predecessor Universal Manufacturing ("Universal") in January of 1972, which purportedly required Universal to defend and indemnify Monsanto from liabilities “arising out of or in connection with the receipt, purchase, possession, handling, use, sale or disposition of” PCBs by Universal.
Magnetek has declined Monsanto’s tender, and believes that it has meritorious legal and factual defenses to the demands made by Monsanto. Magnetek is vigorously defending against those demands and commenced litigation in New Jersey to, among other things, declare the Special Undertaking void and unenforceable. Monsanto has, in turn, commenced an action to enforce the Special Undertaking in Missouri and joined five additional companies as co-defendants in that Missouri action.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The New Jersey action was recently dismissed in favor of the Missouri action. Magnetek has appealed that decision and intends to continue to vigorously prosecute its New Jersey declaratory judgment action, and to defend against Monsanto’s action against it. The Company cannot reasonably estimate a potential range of loss with respect to Monsanto’s tender because there is insufficient information regarding the underlying matters. Management believes, however, that the potential additional legal costs related to such matters will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.
The Company had previously filed suit against Travelers in District Court seeking coverage under insurance policies in the name of Universal. In July 2019, the District Court ruled that Travelers is obligated to defend Magnetek under these policies in connection with Magnetek's litigation against Monsanto. The Court held that Monsanto's claims against Magnetek fall within the insuring agreement of the Travelers policies and that none of the policy exclusions precluded the possibility of coverage. The Court also held that Travelers prior settlements with other insureds under the policies did not cut off or release Magnetek's rights under the policies. Travelers moved for reconsideration which motion was denied. Travelers is currently defending the Company in its litigation with Monsanto.
The Company is also engaged in similar insurance coverage litigation against Transportation Insurance Company in the Circuit Court of Cook County, Illinois. That suit is presently stayed due to the bankruptcy of Velsicol Chemical, LLC, a third-party indemnitor of TIC and Travelers.
Environmental Matters
Along with other manufacturing companies, the Company is subject to various federal, state and local laws relating to the protection of the environment. To address the requirements of such laws, the Company has adopted a corporate environmental protection policy which provides that all of its owned or leased facilities shall, and all of its employees have the duty to, comply with all applicable environmental regulatory standards, and the Company utilizes an environmental auditing program for its facilities to ensure compliance with such regulatory standards. The Company has also established managerial responsibilities and internal communication channels for dealing with environmental compliance issues that may arise in the course of its business. Because of the complexity and changing nature of environmental regulatory standards, it is possible that situations will arise from time to time requiring the Company to incur expenditures in order to ensure environmental regulatory compliance. However, the Company is not aware of any environmental condition or any operation at any of its facilities, either individually or in the aggregate, which would cause expenditures having a material adverse effect on its results of operations, financial condition or cash flows and, accordingly, has not budgeted any material capital expenditures for environmental compliance for fiscal 2025.
In 1986, Magnetek acquired the stock of Universal Manufacturing Corporation (“Universal”) from a predecessor of Fruit of the Loom (“FOL”), and the predecessor agreed to indemnify Magnetek against certain environmental liabilities arising from pre-acquisition activities at a facility in Bridgeport, Connecticut. Environmental liabilities covered by the indemnification agreement included completion of additional cleanup activities, if any, at the Bridgeport facility and defense and indemnification against liability for potential response costs related to offsite disposal locations. Magnetek's leasehold interest in the Bridgeport facility was assigned to the buyer in connection with the sale of Magnetek's transformer business in June 2001. FOL, the successor to the indemnification obligation, filed a petition for Reorganization under Chapter 11 of the Bankruptcy Code in 1999 and Magnetek filed a proof of claim in the proceeding for obligations related to the environmental indemnification agreement. Magnetek believes that FOL had substantially completed the clean-up obligations required by the indemnification agreement prior to the bankruptcy filing. In November 2001, Magnetek and FOL entered into an agreement involving the allocation of certain potential tax benefits and Magnetek withdrew its claims in the bankruptcy proceeding. Magnetek further believes that FOL's obligation to the state of Connecticut was not discharged in the reorganization proceeding.
In January 2007, the Connecticut Department of Environmental Protection (“DEP”) requested parties, including Magnetek, to submit reports summarizing the investigations and remediation performed to date at the site and the proposed additional investigations and remediation necessary to complete those actions at the site. DEP requested additional information relating to site investigations and remediation. Magnetek and the DEP agreed to the scope of the work plan in November 2010. The Company has recorded a liability of $ 449,000 , included in the amount specified above, related to the Bridgeport facility,
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(tabular amounts in thousands, except share data)
representing the best estimate of future site investigation costs and remediation costs which are expected to be incurred in the future.
For all of the currently known environmental matters, the Company has accrued as of March 31, 2024 a total of $ 727,000 which, in our opinion, is sufficient to deal with such matters. The Company is not aware of any environmental condition or any operation at any of its facilities, either individually or in the aggregate, which would cause expenditures to have a material adverse effect on its results of operations, financial condition or cash flows and, accordingly, has not budgeted any material capital expenditures for environmental compliance for fiscal 2024.
17. Income Taxes
United States income before income tax expense was $ 20,464,000 , $ 26,076,000 , and ($ 3,681,000 ) for the years ended March 31, 2024, 2023, and 2022, respectively. Income before income tax expense also includes foreign subsidiary income of $ 41,063,000 , $ 48,399,000 , and $ 42,127,000 for the years ended March 31, 2024, 2023, and 2022, respectively.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income from continuing operations before income tax expense. The sources and tax effects of the differences were as follows:
Year Ended March 31,
2024 2023 2022
Statutory federal income tax rate (1) 21.00 % 21.00 % 21.00 %
Expected tax at statutory rate $ 12,921 $ 15,640 $ 8,109
State income taxes net of federal benefit 652 2,719 759
Foreign taxes at rates other than statutory federal rate ( 247 ) 1,757 1,027
Employee benefits 1,347 1,207 ( 202 )
US benefit on foreign derived income ( 686 ) ( 477 ) ( 205 )
US Tax on foreign earnings 757 1,257 845
Permanent items (4) 1,092 287 ( 956 )
Valuation allowance (3) ( 1,109 ) ( 787 ) 300
Federal tax credits ( 1,384 ) ( 1,539 ) ( 700 )
Other (3) 1,437 285 ( 114 )
Tax audit adjustments (2) ( 819 ) 2,523 —
Unremitted earnings 501 720 —
Return to provision adjustment 440 2,454 ( 77 )
Actual tax provision expense $ 14,902 $ 26,046 $ 8,786
(1) Fiscal year 2023 and 2022 table amounts have been adjusted to be consistent with individual rate reconciling items disclosed for fiscal 2024.
(2) For fiscal 2023, the Company settled income tax assessments related to tax periods prior to the Company's acquisition of STAHL. In accordance with the tax indemnification clause of the share purchase agreement, the Company received full reimbursement from STAHL’s prior owner which was recorded as a gain in Other (income) expense, net. For fiscal 2024, the Company collected tax refunds related to a period prior to the Company's acquisition of STAHL. In accordance with the tax indemnification clause of the share purchase agreement, the Company will reimburse STAHL’s prior owner which was recorded as an loss in Other (income) expense, net.
(3) For fiscal 2024, the Company wrote off $ 1,142,000 of tax attributes as a result of legal entity simplification.The tax attributes had an associated valuation allowance of $ 1,142,000 which was also written off in fiscal 2024.
(4) For fiscal 2024, a tax impact of $ 525,000 from non-deductible transaction costs was incurred as part of the montratec GmbH acquisition.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
The provision for income tax expense (benefit) consisted of the following:
Year Ended March 31,
2024 2023 2022
Current income tax expense (benefit):
United States Federal $ 15,375 $ 7,772 $ ( 2,482 )
State taxes 2,715 2,218 571
Foreign 12,097 16,356 12,666
Deferred income tax expense (benefit):
United States ( 12,451 ) ( 517 ) 1,139
Foreign ( 2,834 ) 217 ( 3,108 )
$ 14,902 $ 26,046 $ 8,786
The Company applies the liability method of accounting for income taxes as required by ASC Topic 740, “Income Taxes.” The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
March 31,
2024 2023
Deferred tax assets:
Federal net operating loss carryforwards $ 11,779 $ 12,908
State and foreign net operating loss carryforwards 8,104 6,656
Employee benefit plans 12,518 11,609
Insurance reserves 3,301 3,500
Accrued vacation and incentive costs 3,905 4,071
Federal tax credit carryforwards 12,094 12,065
ASC 842 Lease Liability 20,120 16,544
Equity compensation 5,248 4,552
Capitalized Research and Development Costs 12,029 6,976
Interest Carryforwards 5,657 3,271
Other 3,527 1,073
Valuation allowance ( 15,156 ) ( 15,978 )
Deferred tax assets after valuation allowance 83,126 67,247
Deferred tax liabilities:
Property, plant, and equipment ( 6,542 ) ( 7,389 )
ASC 842 Right-of-Use Asset ( 18,509 ) ( 15,706 )
Intangible assets ( 96,728 ) ( 88,116 )
Total deferred tax liabilities ( 121,779 ) ( 111,211 )
Net deferred tax assets (liabilities) $ ( 38,653 ) $ ( 43,964 )
The valuation allowance includes $ 989,000 and $ 2,070,000 primarily related to foreign net operating losses at March 31, 2024 and 2023, respectively. The valuation allowance also includes $ 2,091,000 and $ 1,788,000 for separate state net operating losses at March 31, 2024 and 2023, respectively. The remaining valuation allowance primarily relates to foreign tax credits which the Company believes it will not utilize of $ 12,076,000 and $ 12,088,000 for the years ended March 31, 2024 and 2023, respectively. The Company’s foreign subsidiaries have tax-effected net operating loss carryforwards of $ 4,246,000 that expire in periods ranging from five years to indefinite.
Federal net operating loss carryforwards from the acquisition of Dorner were fully utilized in fiscal 2023. Federal net operating loss carryforwards of $ 56,088,000 remain from the acquisition of Magnetek, have expiration dates ranging from 2025 through
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
2035, and are subject to certain limitations under U.S. tax law. State net operating losses of $ 69,412,000 either have indefinite carryforward periods or have expiration dates ranging from 2025 through 2042. The federal tax credits have expiration dates ranging from 2028 to 2034. Included in the Other deferred tax asset category above are $ 1,251,000 of state tax credit carryforwards. These state tax credit carryforwards have expiration dates ranging from 2026 to 2038.
Deferred income taxes are classified within the consolidated balance sheets based on the following breakdown:
March 31,
2024 2023
Net non-current deferred tax assets $ 1,797 $ 2,035
Net non-current deferred tax liabilities ( 40,450 ) ( 45,999 )
Net deferred tax assets (liabilities) $ ( 38,653 ) $ ( 43,964 )
Net non-current deferred tax liabilities are included in other non-current liabilities.
As of March 31, 2024, the Company has determined that certain foreign amounts, which can be distributed tax efficiently, are not permanently reinvested where earned. As of March 31, 2024 a tax liability of approximately $ 925,000 has been accrued for taxes that would be incurred upon repatriation of the earnings that are not permanently reinvested. $ 75,848,000 of unremitted earnings of other subsidiaries and outside basis differences other than unremitted earnings are intended to be permanently reinvested. It is not practicable to calculate the amount of unrecognized deferred tax related to these basis differences.
Changes in the Company’s uncertain income tax positions, excluding the related accrual for interest and penalties, are as follows:
2024 2023 2022
Beginning balance $ 411 $ 414 $ 141
Additions for prior year tax positions — — 281
Foreign currency translation — ( 3 ) ( 8 )
Ending balance $ 411 $ 411 $ 414
The Company had $ 76,000 , $ 68,000 , and $ 62,000 accrued for the payment of interest and penalties at March 31, 2024, 2023, and 2022 respectively. The Company recognizes interest expense or penalties related to uncertain tax positions as a part of income tax expense in its consolidated statements of operations. $ 411,000 of the unrecognized tax benefits as of March 31, 2024 would impact the effective tax rate if recognized. It is reasonably possible that the amount of unrecognized tax benefits could change in the next 12 months, however an estimate of the change cannot be made.
The Company and its subsidiaries file income tax returns in the U.S., various state, local, and foreign jurisdictions. The Company’s major tax jurisdictions are the United States and Germany. With few exceptions, the Company is no longer subject to tax examinations by tax authorities in the United States for tax years prior to March 31, 2021 and in Germany for tax years prior to March 31, 2012. The Company has a current tax examination in Germany underway for fiscal years 2012 to 2014. In addition, the tax authorities have also started an examination for fiscal years 2015 through 2018.
The Inflation Reduction Act was enacted in fiscal year 2023 and includes the implementation of a new 15% minimum tax on book income of certain large corporations, an excise tax on stock buybacks, and various tax credits and incentives for energy and clean climate initiatives, among other provisions. The Company has evaluated the Act and its provisions did not have a material impact to the Company's consolidated financial statements for fiscal 2024.
On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. The Company will be subject to legislation beginning in the fiscal year 2025. The Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
18. Leases
Nature of leases
The Company’s lease arrangements generally include real estate (manufacturing facilities, sales offices, distribution centers, warehouses), vehicles, and equipment. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. At lease commencement, the Company evaluates whether the arrangement is a finance or operating lease, and accounts for it accordingly. Operating leases are included in other assets, other current liabilities, and other liabilities on the Company’s Consolidated Balance Sheet. Finance leases are included in net property, plant, and equipment, current portion of long-term debt and finance lease obligation, and the remaining balance is recorded within Term loan and finance lease obligations on the Consolidated Balance Sheet.
Leases with a term greater than one year are recognized on the Consolidated Balance Sheet as right-of-use (“ROU”) assets, lease obligations, and, if applicable, long-term lease obligations in the financial statement line items above. The Company has elected not to recognize leases with terms of one year or less on the Consolidated Balance Sheet. Lease obligations and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is generally not readily determinable, the Company uses its estimated incremental borrowing rate in determining the present value of lease payments. The incremental borrowing rate is determined based on the Company’s recent debt issuances, lease term, and the currency in which lease payments are made. The Company recognizes lease expense on a straight-line basis over the lease term. Additionally, because the Company has elected to not separate lease and non-lease components, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance, and other operating expenses.
The Company's leases have lease terms ranging from 1 to 23 years, some of which include options to extend or terminate the lease. The exercise of lease renewal options is at the Company’s sole discretion. When deemed reasonably certain of exercise, the renewal options are included in the determination of the lease term. The Company’s lease agreements do not contain material residual value guarantees or any material restrictive covenants. The Company recorded a finance lease for a manufacturing facility in Hartland, WI that has a 23 year lease term which terminates in 2035 as a result of the Dorner acquisition. As of March 31, 2024, the Company does not have any significant additional leases that have not yet commenced.
Significant Inputs :
The following table presents the weighted average remaining lease term and discount rate as of March 31, 2024 and March 31, 2023, respectively:
March 31,
2024 2023
Weighted-average remaining lease term (in years)
Operating leases 9.16 7.97
Finance leases 11.58 12.58
Weighted-average discount rate
Operating leases 6.96 % 5.54 %
Finance leases 4.51 % 4.51 %
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Amounts recognized on the financial statements
The following table illustrates the balance sheet classification for lease assets and liabilities as of March 31, 2024 and March 31, 2023, respectively (in thousands):
March 31,
2024 2023
Operating leases:
Other assets (1) $ 65,584 $ 53,551
Accrued liabilities 8,723 7,966
Other non current liabilities 60,666 46,524
Total operating liabilities $ 69,389 $ 54,490
Finance leases:
Net property, plant, and equipment $ 11,596 $ 12,597
Current portion of long-term debt and finance lease obligation 670 604
Term loan and finance lease obligations 12,267 12,937
Total finance liabilities $ 12,937 $ 13,541
(1) Included in the operating ROU asset balance are leases held by montratec in the amount of $ 5,390,000 respectively, as of March 31, 2024.
Operating lease expense of $ 12,550,000 , $ 9,197,000 and $ 9,101,000 for the fiscal years ending March 31, 2024, 2023, and 2022, respectively, is included in Income from operations on the Consolidated Statements of Operations. Short-term lease expense, sublease income, and variable lease expenses are no t material for the fiscal year ending March 31, 2024, 2023, and 2022, respectively. Finance lease expense of $ 1,001,000 for both fiscal years ending March 31, 2024 and 2023, is included in Income from operations on the Consolidated Statements of Operations, and $ 597,000 and $ 621,000 and is included in Interest and debt expense for the fiscal years ending March 31, 2024 and 2023, on the Company's Consolidated Statements of Operations related to the finance lease.
Other lease disclosures
Future maturities of leases as of March 31, 2024, were as follows (in thousands):
Year: Operating Leases Finance Leases
2025 $ 12,681 1,237
2026 11,473 1,274
2027 10,959 1,312
2028 10,445 1,351
2029 7,595 1,392
Thereafter 45,627 10,265
Total undiscounted lease payments $ 98,780 $ 16,831
Less: imputed interest $ 29,391 $ 3,894
Present value of lease liabilities $ 69,389 $ 12,937
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Supplemental cash flow information related to leases is as follows (in thousands):
Year ended
March 31, 2024
Year ended
March 31, 2023
Year ended
March 31, 2022
Cash paid for amounts included in the measurement of operating lease liabilities $ 9,454 $ 8,872 $ 9,059
Cash paid for amounts included in the measurement of finance lease liabilities $ 1,200 $ 1,166 $ 1,132
ROU assets obtained in exchange for new operating lease liabilities $ 22,506 $ 31,423 $ 5,364
ROU assets obtained in exchange for new finance lease liabilities $ — $ — $ 14,582
19. Business Segment Information
ASC Topic 280, “Segment Reporting,” establishes the standards for reporting information about operating segments in financial statements. The Company has one operating and reportable segment for both internal and external reporting purposes.
Financial information relating to the Company’s operations by geographic area is as follows:
Year Ended March 31,
2024 2023 2022
Net sales:
United States $ 591,497 $ 595,363 $ 548,620
Germany 233,797 175,294 188,134
Europe, Middle East, and Africa (Excluding Germany) 112,839 97,597 108,678
Canada 21,431 18,883 16,719
Asia Pacific 17,877 16,720 17,680
Latin America 36,099 32,383 26,724
Total $ 1,013,540 $ 936,240 $ 906,555
Note: Net sales to external customers are attributed to geographic areas based upon the location from which the product was shipped from the Company to the customer.
Year Ended March 31,
2024 2023 2022
Total assets:
United States $ 1,129,237 $ 1,127,321 $ 1,105,956
Germany 553,103 417,167 422,671
Europe, Middle East, and Africa (Excluding Germany) 90,921 81,413 85,678
Canada 9,606 12,668 15,651
Asia Pacific 14,094 16,063 18,575
Latin America 28,984 43,823 37,176
Total $ 1,825,945 $ 1,698,455 $ 1,685,707
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Year Ended March 31,
2024 2023 2022
Long-lived assets:
United States $ 781,232 $ 791,835 $ 811,276
Germany 407,136 295,233 312,288
Europe, Middle East, and Africa (Excluding Germany) 8,156 8,254 7,416
Canada 1,190 1,267 1,446
Asia Pacific 2,058 2,207 2,574
Latin America 2,591 2,730 2,563
Total $ 1,202,363 $ 1,101,526 $ 1,137,563
Note: Long-lived assets include net property, plant, and equipment, goodwill, and other intangibles, net.
Sales by major product group are as follows: Year Ended March 31,
2024 2023 2022
Hoists $ 494,726 $ 456,300 $ 432,524
High Precision Conveyors 163,462 149,586 144,587
Chain and rigging tools 74,075 76,990 83,461
Industrial cranes 39,520 38,369 43,482
Actuators and rotary unions 97,303 84,663 84,999
Digital power control and delivery systems 122,344 102,962 98,445
Elevator application drive systems 22,110 27,370 19,057
Total $ 1,013,540 $ 936,240 $ 906,555
20. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss is as follows:
March 31,
2024 2023
Foreign currency translation adjustment – net of tax $ ( 32,785 ) $ ( 32,352 )
Pension liability – net of tax ( 12,924 ) ( 13,736 )
Postretirement obligations – net of tax 1,675 1,769
Split-dollar life insurance arrangements – net of tax 553 ( 833 )
Derivatives qualifying as hedges – net of tax 3,804 7,109
Accumulated other comprehensive loss $ ( 39,677 ) $ ( 38,043 )
The deferred taxes related to the adjustments associated with the items included in accumulated other comprehensive loss, net of deferred tax asset valuation allowances, were $ 636,000 , $( 6,371,000 ), and $( 5,780,000 ) for fiscal 2024, 2023, and 2022 respectively. Refer to Note 17 for discussion of the deferred tax asset valuation allowance. In the period subsequent to our initial recording of the valuation allowance in fiscal 2011, increases and decreases to both the deferred tax assets associated with items in accumulated other comprehensive loss, and the valuation allowance, have been recorded as offsets to comprehensive income.
As a result of the Tax Cuts and Jobs Act (the "Act"), the Company recorded as an offsetting entry a $( 7,251,000 ) stranded tax effect in the minimum pension liability component and a $( 194,000 ) stranded tax effect in the split dollar life insurance arrangement component of other comprehensive income in fiscal 2018. The stranded tax effect related to the other post retirement obligations component was not material.
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
As a result of the recording of a deferred tax asset valuation allowance in fiscal 2011, the Company recorded as an offsetting entry a $ 7,605,000 stranded tax effect in the minimum pension liability component, $ 935,000 stranded tax effect in the other post retirement obligations component and a $ 747,000 stranded tax effect in the split dollar life insurance arrangement component of other comprehensive income. With the reversal of that valuation allowance in fiscal 2013, the Company recorded the reversal of the valuation allowance as a reduction of income taxes in the consolidated statement of operations.
As a result of the recording of a deferred tax asset valuation allowance in fiscal 2005, the Company recorded as an offsetting entry a $ 406,000 stranded tax effect in the minimum pension liability component of other comprehensive income. With the reversal of that valuation allowance in fiscal 2006, the Company recorded the reversal of the valuation allowance as a reduction of income taxes in the consolidated statement of operations.
The stranded tax effects described above are in accordance with ASC Topic 740, “Income Taxes” even though the impact of the act and the deferred tax asset valuation allowance described above were initially established as an adjustment to comprehensive income. This amount will remain indefinitely as a component of accumulated other comprehensive loss.
Changes in accumulated other comprehensive income by component are as follows (in thousands):
March 31, 2024
Retirement Obligations Foreign Currency Change in Derivatives Qualifying as Hedges Total
Beginning balance net of tax $ ( 12,800 ) $ ( 32,352 ) $ 7,109 ( 38,043 )
Other comprehensive income (loss) before reclassification ( 1,979 ) ( 433 ) 6,907 4,495
Amounts reclassified from other comprehensive loss to net income 4,083 — ( 10,212 ) ( 6,129 )
Net current period other comprehensive (loss) income 2,104 ( 433 ) ( 3,305 ) ( 1,634 )
Ending balance net of tax $ ( 10,696 ) $ ( 32,785 ) $ 3,804 $ ( 39,677 )
March 31, 2023
Retirement Obligations Foreign Currency Change in Derivatives Qualifying as Hedges Total
Beginning balance net of tax $ ( 21,043 ) $ ( 28,079 ) $ ( 777 ) ( 49,899 )
Other comprehensive income (loss) before reclassification 7,755 ( 4,273 ) 12,385 15,867
Amounts reclassified from other comprehensive loss to net income 488 — ( 4,499 ) ( 4,011 )
Net current period other comprehensive (loss) income 8,243 ( 4,273 ) 7,886 11,856
Ending balance net of tax $ ( 12,800 ) $ ( 32,352 ) $ 7,109 $ ( 38,043 )
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
Details of amounts reclassified out of accumulated other comprehensive loss for the year ended March 31, 2024 are as follows (in thousands):
Details of AOCL Components Amount reclassified from AOCL Affected line item on consolidated statement of operations
Net pension amount unrecognized
$ 5,344 (1)
5,344 Total before tax
( 1,261 ) Tax benefit
$ 4,083 Net of tax
Change in derivatives qualifying as hedges
$ 38 Cost of products sold
( 12,861 ) Interest expense
( 663 ) Foreign currency
( 13,486 ) Total before tax
3,274 Tax benefit
$ ( 10,212 ) Net of tax
(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. (See Note 13 — Pensions and Other Benefit Plans for additional details.)
Details of amounts reclassified out of accumulated other comprehensive loss for the year ended March 31, 2023 are as follows (in thousands):
Details of AOCL Components Amount reclassified from AOCL Affected line item on consolidated statement of operations
Net pension amount unrecognized
$ 652 (1)
652 Total before tax
( 164 ) Tax benefit
$ 488 Net of tax
Change in derivatives qualifying as hedges
$ 267 Cost of products sold
( 3,144 ) Interest expense
( 3,096 ) Foreign currency
( 5,973 ) Total before tax
1,474 Tax benefit
$ ( 4,499 ) Net of tax
(1) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. (See Note 13 — Pensions and Other Benefit Plans for additional details.)
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COLUMBUS McKINNON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(tabular amounts in thousands, except share data)
21. Effects of New Accounting Pronouncements
Topics recently adopted
In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848" from December 31, 2022 to December 31, 2024, which is superseding the date from ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This ASU is elective and is relief to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Optional expedients are provided for contract modification accounting under topics such as debt, leases, and derivatives. The optional amendments are effective for all entities as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 through December 31, 2024. The Company modified its interest rate swap contracts during the quarter to transition from LIBOR to SOFR. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." The ASU amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination and is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted this standard effective April 1, 2023 and applied it in the purchase accounting for montratec. The adoption did not have a material impact on the Company's consolidated financial statements.
Topics Not Yet Adopted
We consider the applicability and impact of all ASUs. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU is intended to provide increased transparency about income tax information through improvements to income tax disclosures related to the rate reconciliation and income taxes paid. The Company is currently assessing the impact this ASU will have on the footnotes of its annual financial statements.
ASUs not listed were assessed and determined to be either not applicable, or had or are expected to have an immaterial impact on our financial statements and related disclosures.
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COLUMBUS McKINNON CORPORATION
SCHEDULE II—Valuation and qualifying accounts
March 31, 2024, 2023, and 2022
Dollars in thousands
Additions
Description
Balance at
Beginning
of Period Charged
to Costs
and
Expenses
Charged
to Other
Accounts Acquisition/Divestiture Deductions Balance
at End of
Period
Year ended March 31, 2024:
Deducted from asset accounts:
Allowance for doubtful accounts $ 3,620 $ 1,225 $ ( 3 ) $ 64 $ 1,079 (1) $ 3,827
Deferred tax asset valuation allowance 15,978 ( 805 ) ( 17 ) — — 15,156
Total $ 19,598 $ 420 $ ( 20 ) $ 64 $ 1,079 $ 18,983
Reserves on balance sheet:
Accrued general and product liability costs, net of insurance recoveries $ 12,831 $ 2,226 $ — $ — $ 2,706 (2) $ 12,351
Year ended March 31, 2023:
Deducted from asset accounts:
Allowance for doubtful accounts $ 5,717 $ 1,055 $ ( 96 ) $ — $ 3,056 (1) $ 3,620
Deferred tax asset valuation allowance 16,147 77 ( 246 ) — — 15,978
Total $ 21,864 $ 1,132 $ ( 342 ) $ — $ 3,056 $ 19,598
Reserves on balance sheet:
Accrued general and product liability costs, net of insurance recoveries $ 13,414 $ 3,025 $ — $ — $ 3,608 (2) $ 12,831
Year ended March 31, 2022:
Deducted from asset accounts:
Allowance for doubtful accounts $ 5,686 $ 1,929 $ ( 170 ) $ 227 $ 1,955 (1) $ 5,717
Deferred tax asset valuation allowance 15,103 242 255 547 — 16,147
Total $ 20,789 $ 2,171 $ 85 $ 774 $ 1,955 $ 21,864
Reserves on balance sheet:
Accrued general and product liability costs, net of insurance recoveries $ 13,175 $ 6,648 $ — $ — $ 6,409 (2) $ 13,414
_________________
(1) Uncollectible accounts written off, net of recoveries
(2) Insurance claims and expenses paid
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.