8-K
Columbus Mckinnon Corp (CMCO)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2021
COLUMBUS MCKINNON CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
| 0-27618 | 16-0547600 | ||
|---|---|---|---|
| (Commission File Number) | (IRS Employer Identification No.) | ||
| 205 Crosspoint Parkway | Buffalo | NY | 14068 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number including area code: (716) 689-5400
_________________________________________________
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | CMCO | NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging Growth Company | | --- | --- || If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | | --- | --- | | Item 2.02 | Results of Operations and Financial Condition. | | --- | --- |
On April 28, 2021, Columbus McKinnon Corporation (the “Company”) issued a press release announcing preliminary estimated selected financial results as of and for each of the three months and fiscal year ended March 31, 2021. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and Exhibit 99.1 hereto is deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 8.01 | Other Events. |
|---|
On April 28, 2021, the Company issued a press release announcing the commencement, subject to market and other conditions, of an underwritten public offering of $150.0 million of its common stock. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| EXHIBIT<br>NUMBER | DESCRIPTION |
| --- | --- |
| 99.1 | Press Release dated April 28, 2021 |
| 99.2 | Press Release dated April 28, 2021 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COLUMBUS McKINNON CORPORATION |
|---|
| /s/ Alan S. Korman |
| Alan S. Korman |
| Vice President Corporate Development, General |
| Counsel and Chief Human Resources Officer |
Dated: April 28, 2021
Document
| EXHIBIT 99.1 | |
|---|---|
| News Release |
205 Crosspoint Parkway
Buffalo, NY 14068
Immediate Release
Columbus McKinnon Announces Select Estimated Preliminary Financial Results for Fourth Quarter and Fiscal Year 2021
BUFFALO, NY, April 28, 2021 - Columbus McKinnon Corporation (Nasdaq: CMCO) (the “Company”), a leading designer and manufacturer of intelligent motion solutions for material handling, today announced select estimated preliminary unaudited financial results as of and for its fourth quarter and fiscal year 2021, which ended March 31, 2021.
Columbus McKinnon currently expects fourth quarter revenue will range between $184 million to $187 million, above previously announced guidance of $175 million to $180 million. Fiscal 2021 revenue is currently expected to range between $647 million to $651 million.
Preliminary fourth quarter Adjusted EBITDA is currently expected to range between $25 million to $27 million. Preliminary fiscal 2021 Adjusted EBITDA is currently expected to range between $76 million to $78 million.
In addition, the Company estimates, based upon information currently available to it, that orders received during the three months ended March 31, 2021 will range between $208 million and $209 million. This compares with orders of $168.7 million in the trailing third quarter of fiscal 2021 and orders of $197.3 million in the fourth quarter of fiscal 2020.
The Company estimates, based upon information currently available, that backlog will range between $171 million and $172 million as of March 31, 2021, up 13% at the midpoint from backlog of $152.4 million in the trailing third quarter of fiscal 2021 and up 31% at the midpoint from backlog of $131.0 million at the end of fiscal 2020.
The unaudited estimated financial results are preliminary and subject to revision based upon the completion of the Company’s quarter-end financial closing processes and its fiscal year-end audit. As a result, the Company’s actual results as of and for the three months and fiscal year ended March 31, 2021 may differ materially from the estimated preliminary unaudited financial results upon the completion of its financial closing procedures, as a result of the fiscal year-end audit, or upon occurrence of other developments that may arise prior to the time its financial results are finalized. In addition, the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect to these estimated preliminary results. Additional information and disclosures would be required for a more complete understanding of the Company’s financial position and results of operations as of, and for the period ended on, March 31, 2021. The Company has not included a GAAP
reconciliation of its Adjusted EBITDA to anticipated net income because it has not yet completed its financial closing procedures for the three months and fiscal year ended March 31, 2021 and such reconciliation could not be produced without unreasonable effort. The Company will provide detailed financial results, including a full GAAP reconciliation of final Adjusted EBITDA, in late May when it releases fourth quarter fiscal 2021 earnings and files its Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
About Columbus McKinnon
Columbus McKinnon 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, actuators, 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. Comprehensive information on Columbus McKinnon is available at www.columbusmckinnon.com.
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning preliminary unaudited estimates of revenue, Adjusted EBITDA, orders and backlog, involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including risks related to the integration of Dorner into the Company, the impact of Covid-19 on global economic and business conditions affecting the industries served by the Company and its subsidiaries, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, the ability to expand into new markets and geographic regions, and other factors disclosed in the Company's periodic reports filed with the Securities and Exchange Commission. The Company assumes no obligation to update the forward-looking information contained in this release.
Contacts:
| Gregory P. Rustowicz | Investor Relations: |
|---|---|
| Vice President - Finance and Chief Financial Officer | Deborah K. Pawlowski |
| Columbus McKinnon Corporation | Kei Advisors LLC |
| 716-689-5442 | 716-843-3908 |
| greg.rustowicz@cmworks.com | dpawlowski@keiadvisors.com |
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Document
| EXHIBIT 99.2 | |
|---|---|
| News Release |
205 Crosspoint Parkway
Buffalo, NY 14068
Immediate Release
Columbus McKinnon Announces
Commencement of Common Stock Offering
BUFFALO, NY, April 28, 2021 – Columbus McKinnon Corporation (Nasdaq: CMCO) (the “Company” or “Columbus McKinnon”), a leading designer and manufacturer of intelligent motion solutions for material handling, today announced that it has commenced an underwritten public offering, subject to market and other conditions, of $150.0 million of its common stock. The Company intends to grant the underwriters in the offering an option for a period of 30 days to purchase up to an additional
$22.5 million of the Company’s common stock.
The Company intends to use the net proceeds from the offering (including the net proceeds if the underwriters exercise their option to purchase additional shares of common stock) to repay in part outstanding borrowings under its first lien term facility.
J.P. Morgan is acting as lead book-running manager. Wells Fargo Securities and PNC Capital Markets LLC are acting as additional joint book-running managers for the offering.
The offering is being made only by means of a prospectus relating to the offering. Copies of the preliminary prospectus and the final prospectus, when available, may be obtained from:
J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue, Edgewood, New York, 11717
Telephone: 1-866-803-9204
Email: prospectus-eg_fi@jpmchase.com;
-OR-
Wells Fargo Securities
Telephone: 1-800-326-5897
Facsimile: 1-212-214-5918
Email: cmclientsupport@wellsfargo.com Attention: Equity Syndicate Department
-OR-
PNC Capital Markets LLC
Telephone: 1-855-881-0697
Email: secsett@pnc.com
A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Columbus McKinnon
Columbus McKinnon 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, actuators, 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.
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the Company’s ability to complete its common stock offering, including the underwriters’ option to purchase additional shares of common stock, and the Company’s intended use of the net proceeds from the offering, each of which involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including risks related to the integration of Dorner Mfg. Corp. into the Company, the impact of Covid-19 on global economic and business conditions affecting the industries served by the Company and its subsidiaries, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, the ability to expand into new markets and geographic regions, and other factors disclosed in the Company's periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, the Company assumes no obligation to update the forward-looking information contained in this release.
Contacts:
| Gregory P. Rustowicz | Investor Relations: |
|---|---|
| Vice President - Finance and Chief Financial Officer | Deborah K. Pawlowski |
| Columbus McKinnon Corporation | Kei Advisors LLC |
| 716-689-5442 | 716-843-3908 |
| greg.rustowicz@cmworks.com | dpawlowski@keiadvisors.com |
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