UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended March 31, 2004
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Columbus McKinnon Corporation
Employee Stock Ownership Plan
Restatement Effective April 1, 1989
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
COLUMBUS McKINNON CORPORATION
140 John James Audubon Parkway
Amherst, NY 14228-1197
FINANCIAL STATEMENTS AND SCHEDULE
Columbus McKinnon Corporation Employee Stock Ownership Plan
Years ended March 31, 2004 and 2003
with Report of Independent Registered Public Accounting Firm
Columbus McKinnon Corporation
Employee Stock Ownership Plan
Financial Statements and Schedule
Years ended March 31, 2004 and 2003
CONTENTS
Report of Independent Registered Public Accounting Firm ................... 1
Financial Statements
Statements of Net Assets (Deficiency in Net Assets)
Available for Benefits.................................................. 2
Statements of Changes in Net Assets (Deficiency)
Available for Benefits.................................................. 3
Notes to Financial Statements.............................................. 4
Schedule
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)............... 10
Report of Independent Registered Public Accounting Firm
The Pension Committee
Columbus McKinnon Corporation
Employee Stock Ownership Plan
We have audited the accompanying statements of net assets (deficiency in net
assets) available for benefits of the Columbus McKinnon Corporation Employee
Stock Ownership Plan (ESOP) as of March 31, 2004 and 2003, and the related
statements of changes in net assets (deficiency) available for benefits for the
years then ended. These financial statements are the responsibility of the
ESOP's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Columbus
McKinnon Corporation Employee Stock Ownership Plan at March 31, 2004 and 2003,
and the changes in its net assets available for benefits for the years then
ended in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of March 31, 2004, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
ESOP's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
August 12, 2004
1
Columbus McKinnon Corporation
Employee Stock Ownership Plan
Statements of Net Assets (Deficiency in Net Assets) Available for Benefits
MARCH 31, 2004 MARCH 31, 2003
------------------------------------------ ------------------------------------------
ALLOCATED UNALLOCATED TOTAL ALLOCATED UNALLOCATED TOTAL
ASSETS
Investment in sponsor company
common stock, at fair value $ 6,411,125 $ 2,449,691 $ 8,860,816 $ 1,515,548 $ 574,532 $ 2,090,080
Investment in Galaxy money market fund,
at fair value 68,713 - 68,713 130,443 - 130,443
Receivables:
Employer contributions - 62,886 62,886 - 72,457 72,457
Interest 39 - 39 96 - 96
Cash 3,094 - 3,094 982 - 982
------------------------------------------ ------------------------------------------
Total assets $ 6,482,971 $ 2,512,577 $ 8,995,548 $ 1,647,069 $ 646,989 $ 2,294,058
------------------------------------------ ------------------------------------------
LIABILITIES
Interest payable - 62,886 62,886 - 72,457 72,457
Loans payable - 6,219,461 6,219,461 - 6,819,461 6,819,461
------------------------------------------ ------------------------------------------
Total liabilities - 6,282,347 6,282,347 - 6,891,918 6,891,918
------------------------------------------ ------------------------------------------
Net assets (deficiency in net assets)
available for plan benefits $ 6,482,971 $ (3,769,770) $ 2,713,201 $ 1,647,069 $ (6,244,929) $ (4,597,860)
========================================== ==========================================
SEE ACCOMPANYING NOTES.
2
Columbus McKinnon Corporation
Employee Stock Ownership Plan
Statements of Changes in Net Assets (Deficiency in Net Assets) Available for Benefits
MARCH 31, 2004 MARCH 31, 2003
------------------------------------------ -------------------------------------------
ALLOCATED UNALLOCATED TOTAL ALLOCATED UNALLOCATED TOTAL
Investment income (loss):
Net unrealized appreciation
(depreciation) in fair value
of investments $ 4,988,887 $ 2,158,954 $ 7,147,841 $(10,262,303) $ (4,675,810) $ 14,938,113)
Interest 465 - 465 3,896 - 3,896
Employer contributions - 866,151 866,151 - 1,160,968 1,160,968
------------------------------------------ ------------------------------------------
Total investment income (loss) 4,989,352 3,025,105 8,014,457 (10,258,407) (3,514,842) 13,773,249)
------------------------------------------ ------------------------------------------
Interest expense - 266,151 266,151 - 331,068 331,068
Distributions to participants 430,812 - 430,812 682,415 - 682,415
Transfer to other qualified plan 5,646 - 5,646 22,818 - 22,818
Administrative expense 787 - 787 1,952 - 1,952
------------------------------------------ ------------------------------------------
Total deductions 437,245 266,151 703,396 707,185 331,068 1,038,253
------------------------------------------ ------------------------------------------
Transfer for shares released
and allocated 283,795 (283,795) - 98,215 (98,215) -
------------------------------------------ ------------------------------------------
Net increase (decrease) 4,835,902 2,475,159 7,311,061 (10,867,377) (3,944,125) (14,811,502)
Net assets (deficiency in net
assets) available for benefits:
Beginning of year 1,647,069 (6,244,929) (4,597,860) 12,514,446 (2,300,804) 10,213,642
------------------------------------------ ------------------------------------------
End of year $ 6,482,971 $ (3,769,770) $ 2,713,201 $ 1,647,069 $ (6,244,929) $ (4,597,860)
========================================== ==========================================
SEE ACCOMPANYING NOTES.
3
1. DESCRIPTION OF THE PLAN
The Columbus McKinnon Corporation Employee Stock Ownership Plan (ESOP or the
Plan), is a defined contribution employee stock ownership plan and a stock bonus
plan within the meanings of the applicable sections of the Internal Revenue Code
of 1986, as amended. It is also an eligible individual account plan as defined
in the applicable section of the Employee Retirement Income Security Act of 1974
(ERISA). Refer to the Plan Document or the Summary Plan Description for a
complete description of the ESOP's provisions.
The Plan covers all domestic non-union employees of Columbus McKinnon
Corporation (the Company/CMC), and its domestic subsidiaries.
In accordance with the Plan document, employees who have attained 55 years of
age and ten years of participation in the Plan have the option to diversify the
investments in their stock accounts by selling a specified percentage of their
shares at the current market value and transferring the sale proceeds to another
defined contribution plan maintained by the Company. In 2004, $5,646 has been
transferred to the Company's Thrift 401(k) plan ($22,818 in 2003).
A summary of the ESOP's provisions is as follows:
PARTICIPATION
Substantially all of the Company's domestic non-union employees are eligible to
participate in the ESOP.
ELIGIBILITY
Eligible employees must have attained age 21 and completed one year of service
(minimum of 1,000 hours) to be a participant.
4
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Each Plan year (each 12 month period ending March 31) the Company contributes to
the ESOP for each participant (a) who is actively employed as an employee on
December 31 and who has earned at least 1,000 hours of service as an employee in
the calendar year ending December 31, or (b) who terminates employment on or
after January 1 during a plan year after attaining age 55 and completing at
least five years of eligibility service. Contributions shall be made in cash or
in shares of stock as determined by the Company, and need not be made out of
current or accumulated earnings and profits.
VESTING
A participant's account balance shall become fully vested and non-forfeitable on
the date the participant completes five years of vesting service (excluding any
service rendered prior to the calendar year in which the participant attained
age 18), or if sooner, on the date the participant attains normal retirement age
while in the employ of the Company or any affiliated company.
DISTRIBUTIONS
Upon a vested participant's termination, the value of his/her account will be
distributed if the value of the account is less than $5,000 or, at the
participant's option, either immediately or at any valuation date until
retirement, as provided in the ESOP. A retiree may elect to defer distribution
up to 70 1/2 years of age. The account of a participant who is not a 5% owner
and who has not separated from service but has attained the age of 70 1/2 will
commence distribution unless the participant elects to defer distribution until
employment ceases. Valuation dates for distributions are September 30 or March
31.
During 2004, $430,812, which includes 140,303 shares, was distributed to vested
participants in cash and stock certificates ($682,415, or 82,254 shares,
distributed in 2003). This resulted in the sale of 91 shares held by the ESOP
back to the Company for $270 in 2004 as a result of fractional shares (133
shares for $1,054 in 2003). As of March 31, 2004, $237,216 ($148,125 as of March
31, 2003) is included in the ESOP assets for terminated participants who have
requested distributions.
5
1. DESCRIPTION OF THE PLAN (CONTINUED)
Forfeiture of a non-vested interest shall occur in the fifth consecutive
calendar year following a break in service. The forfeited accounts will be
allocated among the accounts of active participants. At March 31, 2004, the ESOP
assets include $18,964 ($4,870 at March 31, 2003) of undistributed forfeited
accounts.
ALLOCATION TO PARTICIPANT ACCOUNTS
As of each March 31 valuation date, each participant account is appropriately
adjusted to reflect any contributions or stock to be allocated as of such date,
the income of the trust fund during the period and the increase or decrease in
the fair market value of the trust fund during the period. The allocation of
contributions is based on the fraction, the numerator of which is the
participant's annual earnings for the preceding calendar year and the
denominator of which is the aggregate annual earnings for such calendar year of
all participants entitled to an allocation.
DIVIDENDS
Dividends paid on stock allocated to a participant's stock account will be
allocated to the participant's nonstock account. The pension committee may
direct that such dividends shall be either (a) paid directly to the participant,
former participant, or beneficiary within 90 days after the close of the plan
year in which such dividend was paid, or (b) applied as payment on the exempt
loans. Dividends paid on unallocated stock held by the trustee and acquired with
the proceeds of an exempt loan shall be held by the trustee until the end of the
plan year in which it was paid, and then, along with any interest or earnings,
be applied as payment on the exempt loans which shall trigger a release of stock
from the suspense account. No dividends were paid on the Company's common stock,
including shares held by the Plan, during the year ended March 31, 2004.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented on the accrual basis of accounting.
6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
3. PLAN TERMINATION
The Company intends to continue the ESOP indefinitely, but reserves the right to
terminate the Plan at any time. If the ESOP is terminated, each participant
shall be fully and nonforfeitably vested in his interest in the ESOP trust fund.
During the plan years ended March 31, 2002, 2003 and 2004, the Plan experienced
a reduction of covered employees. Consequently, the Company is reviewing the
issue as to whether a partial termination of the Plan has occurred. Should a
partial termination have occurred, the benefits of the terminated non-vested
covered employees would vest.
4. INVESTMENTS
At March 31, 2004 and 2003, the assets of the ESOP Plan consist of 1,156,764 and
1,298,186, respectively, shares of CMC common stock. In fiscal year 2003, the
Plan sold its shares of the stable asset fund with Fleet Bank and purchased a
money market fund. At March 31, 2004, the fair market value of the money market
fund was $68,713. The ESOP's investment in CMC common stock is reported at fair
market value as of March 31, 2004 and 2003 based on quoted market prices. The
investment in the money market fund and stable asset fund are also reported at
fair market value as determined by open trading.
5. LOANS PAYABLE AND SHARE RELEASE
On October 27, 1994, the ESOP obtained $6,000,000 of new debt ($2,000,000 from
HSBC and $4,000,000 from Fleet Bank). The remaining balances of the HSBC and
Fleet Bank loans were paid in full during the year-ended March 31, 2003.
7
5. LOANS PAYABLE AND SHARE RELEASE (CONTINUED)
On October 13, 1998, the ESOP obtained $7,682,281 of new debt from the Company.
The CMC loan balance is $6,219,461 at March 31, 2004, and is payable in
quarterly installments of interest only through April 2002, and thereafter
quarterly installments of $150,000 through April 2014, and $69,461 in July 2014,
plus interest at the prime rate (4.00% at March 31, 2004).
In October 1994 and October 1998, the ESOP purchased 609,144 and 479,900 shares,
respectively, of common stock of the Company with the debt proceeds, which were
recorded by the trustee in the suspense account. Such stock ceases to be
collateral and is released from the suspense account as the loans are repaid. In
each year prior to full payment of the loans, the number of shares of stock
released will equal the number of shares of stock held as collateral immediately
before the release for such plan year multiplied by the release fraction.
The loan is collateralized by an equivalent number of shares of common stock
recorded by the trustees in a suspense account.
Maturities of loans payable over the next five years are as follows:
2005 $ 600,000
2006 600,000
2007 600,000
2008 600,000
2009 600,000
The numerator of the release fraction is the amount of principal and interest
payments made toward the loan during the plan year and the denominator is the
sum of the numerator plus the principal and interest payments to be made on the
loan in the future, using the interest rate applicable at the end of the plan
year. Shares of stock released from the suspense account for a plan year shall
be held in the trust on an unallocated basis until allocated by the pension
committee as of the last day of that plan year. That allocation shall be
consistent with the method for allocating contributions to participants'
accounts, which is based on a fraction of each participant's annual earnings
during the preceding calendar year to the total earnings of those participants
during such calendar year. The allocation of shares released resulting from
dividends on participants' allocated shares, however, was based upon the
fraction of each participant's allocated shares to the total number of allocated
shares.
8
5. LOANS PAYABLE AND SHARE RELEASE (CONTINUED)
As of March 31, 2004, 319,802 shares were held as collateral for the loan
(356,851 shares held as of March 31, 2003); 37,049 shares were released from the
suspense account in 2004 (61,003 shares released in 2003). These shares were
allocated to participant accounts as of March 31, 2004.
6. TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated July 28, 1997, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code of 1986 (the Code) and, therefore, the related trust
is exempt from taxation. Subsequent to this issuance of the determination
letter, the Plan was amended. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan, as amended, is
qualified and the related trust is tax exempt.
9
Schedule
Columbus McKinnon Corporation
Employee Stock Ownership Plan
EIN: 16-0547600 Plan No. 016
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
March 31, 2004
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
- --------------------------------------------------------------------------------
Columbus McKinnon Employer Common Stock, $ 12,940,769 $ 8,860,816
Corporation* 1,156,764 shares
Fleet Investment Galaxy Money Market Fund
Services* 68,713 shares 68,713 68,713
* Parties-in-interest
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLUMBUS McKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
RESTATEMENT EFFECTIVE APRIL 1, 1989
Date: September 24, 2004 By: /s/ TIMOTHY R. HARVEY
------------------ ------------------------------
Timothy R. Harvey, Trustee
/s/ KAREN L. HOWARD
------------------------------
Karen L. Howard, Trustee
/s/ ROBERT R. FRIEDL
------------------------------
Robert R. Friedl, Trustee
/s/ ROBERT H. MYERS
------------------------------
Robert H. Myers, Trustee