Columbus McKinnon Reiterates Expected Closing of the Kito Crosby Acquisition and Announces the Divestiture of Certain Product Lines
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Continue to work expeditiously with the
Antitrust Division of theU.S. Department of Justice to clear the way to close the Kito Crosby acquisition in the first quarter of calendar year 2026
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Entered into a definitive agreement for the sale of its
U.S. power chain hoist and chain manufacturing operations for$210 million plus additional earn out potential of$25 million
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The divestiture will reduce product redundancies with
Kito Crosby and simplify the combined portfolio
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The combination with
Kito Crosby improves scale and the customer value proposition with enhanced capabilities to serve customers across diverse end markets and target geographies
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Continue to expect
$70 million of annual net run rate cost synergies given progress on integration preparedness
- Significant combined cashflow generation after the completion of the Kito Crosby acquisition expected to enable de-leveraging to a Net Leverage Ratio 1 below 4.0x by the end of fiscal 2028
Following the close of the Divestiture, cash proceeds of approximately
"We believe that the Divestiture simplifies the portfolio, reduces debt and will expedite progress towards the closing of the Acquisition," said
Kito Crosby Acquisition Update
On
Key strategic and financial benefits of the pro forma business after the completion of the Acquisition and Divestiture remain:
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Improved scale that not only doubles the size of our business, giving
Columbus McKinnon broader global reach with an expanded product portfolio, but also combines the significant capabilities of both businesses to deliver an enhanced value proposition for our customers. -
Attractive financial profile with mid-20% Adjusted EBITDA margin1 on a synergy-adjusted basis, consisting of
$70 million of expected annual net run rate cost synergies, that the Company expects will be more resilient though cycles given its product mix, larger scale and greater diversification. -
Value creation driven by
$70 million of expected annual net run rate cost synergies with upside opportunity for potential revenue synergies, as the combined Company will have an expanded presence in the fast-growing APAC region and the opportunity to expand Kito Crosby's presence and offerings in EMEA andLatin America . - Combined cash flow generation of the Company expected to grow over time as synergies are achieved, which the Company plans to use to pay down debt over the next few years and position the Company to reinvest in growth with attractive cash-on-cash returns after achieving its leverage targets.
The Company is working expeditiously with the
Financial Outlook
- Inclusive of both the Acquisition and the Divestiture,
$70 million of annual net run rate cost synergies, and assuming that each of these transactions closed onApril 1, 2025 ,Columbus McKinnon would have expected, on a pro forma basis, to deliver approximately$2.00 billion to$2.05 billion in net sales and between$440 million and$460 million of Adjusted EBITDA1 for fiscal 2026 - As the exact timing of the transaction closings for both the Acquisition and the Divestiture remains uncertain, the impact to the Company's fiscal fourth quarter 2026 net sales and Adjusted EBITDA1 results remains uncertain
- Given that the transaction expenses, purchase accounting adjustments and early integration costs are expected to be recorded in the fiscal fourth quarter of 2026, the impact of the Acquisition is expected to be dilutive to GAAP earnings per share in the fourth quarter and for the full fiscal year of 2026
- Following the closing of the transactions, the Company's primary allocation of capital is expected to be debt reduction
- Significant combined cashflow generation after the completion of the Acquisition is expected, which will enable de-leveraging by the Company to a Net Leverage Ratio1 below 4.0x by the end of fiscal 2028
Consistent with prior years' convention, the Company will provide a financial outlook for the coming fiscal year in conjunction with its fourth quarter fiscal 2026 earnings release in May of 2026.
- The Company has not reconciled the Adjusted EBITDA, Adjusted EBITDA margin and Net Leverage Ratio guidance to the most comparable GAAP financial measure guidance because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management's control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide guidance for the comparable GAAP financial measures. In connection with the preparation of the forward-looking financial guidance of the Company giving effect to both the Acquisition and the Disposition contained herein, the Company has updated its definition of Adjusted EBITDA to include an addback of Company's stock-based compensation expense. This revised definition of Adjusted EBITDA was used to determine the forward-looking Adjusted EBITDA guidance set forth above and will be used by the Company on a go-forward basis for purposes of all future Adjusted EBITDA disclosures. This definitional change was driven by the Company's belief that adding back the expense associated with stock-based compensation for purposes of the computation of Adjusted EBITDA will provide the Company's investors with a better understanding of our underlying performance from period to period and enable them to better compare our performance against that of our peer companies, many of which also include an addback of stock-based compensation expense in computing Adjusted EBITDA. Our revised definition of Adjusted EBITDA was then also used for purposes of establishing the forward-looking Adjusted EBITDA margin guidance set forth above, with Adjusted EBITDA margin being defined as Adjusted EBITDA divided by net sales. Forward-looking guidance regarding Net Leverage Ratio is calculated in accordance with the terms and conditions in the Company's credit agreement and is defined as net debt (defined as total debt plus standby letters of credit, net of cash and cash equivalents) divided by trailing-twelve month Adjusted EBITDA as defined in the Company's credit agreement and in a manner consistent with the relevant definitions and assumptions of the Company as used in earnings releases and other reports filed previously by the Company with the Securities and Exchange Commission.
For
About
About Kito Crosby
Kito Crosby is the global leader of the lifting and securement industry it pioneered, and for which it continues to set the quality standard. With global engineering, manufacturing, distribution, and operations, the company provides a broad range of products and solutions for the most demanding applications. Kito Crosby's people, products, solutions, and service have innovated the lifting and securement industry for more than 250 years. Together we lift and secure the world today, for a safer, stronger, and more productive tomorrow. Our iconic brands include Kito, Crosby, Harrington,
About
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "continue," "could," "estimate," "expect," "illustrative," "intend," "likely," "may," "opportunity," "plan," "possible," "potential," "predict," "project," "shall," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. Forward-looking statements are not based on historical facts, but instead represent our current expectations and assumptions regarding the Acquisition, the Divestiture, the timing for closing of the Divestiture and the Acquisition, our business, the business of Kito Crosby and our combined businesses, our future and pro forma expected financial results and financial guidance, including with respect to net sales, Adjusted EBITDA, Adjusted EBITDA margin, Net Leverage Ratio and cash flow generation for the fourth quarter of fiscal 2026, the 2026 fiscal year or other future periods, as applicable, the amount of annual net run rate cost synergies that we are able to achieve in connection with the Acquisition, our ability to repay outstanding indebtedness in future periods, the economy and other future conditions, and involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of
Forward Looking Non-GAAP Financial Metrics
This press release presents forward looking statements regarding non-GAAP Net Leverage Ratio, Adjusted EBITDA and Adjusted EBITDA margin guidance. The Company is unable to present a quantitative reconciliation of these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures of net income and net income margin because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort or expense due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management's control and which could be significant. In addition, the Company believes that such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company's financial results. Forward-looking guidance regarding Adjusted EBITDA, Adjusted EBITDA margin and Net Leverage Ratio is made in a manner consistent with the relevant definitions and assumptions of the Company as used in earnings releases and other reports filed previously by the Company with the Securities and Exchange Commission. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures. The non-GAAP financial measures in this press release may differ from similarly titled measures used by other companies.
Contacts
VP IR and Treasurer
704-322-2488
kristy.moser@cmco.com
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