.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On February 10, 2025, Columbus McKinnon Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the Company will acquire all of the issued and outstanding equity of Kito Crosby Limited (“Kito Crosby”) (such acquisition being the “Kito Crosby Acquisition”), with Kito Crosby continuing as a wholly owned subsidiary of the Company following closing. The Kito Crosby Acquisition is expected to close in the first quarter of calendar year 2026 (subject to satisfaction of closing conditions).

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives effect to the Kito Crosby Acquisition, the financing arrangements related thereto and the Divestiture (as defined below) (see “—Description of the Financing” and “—Description of the Divestiture” below for further details) as if those transactions (collectively, the “Transactions”) had been completed on September 30, 2025 and combines the historical unaudited condensed consolidated balance sheet of the Company as of September 30, 2025 with Kito Crosby’s historical unaudited condensed consolidated balance sheet as of September 30, 2025.

The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 and twelve months ended March 31, 2025 give effect to the Transactions as if they had occurred on April 1, 2024, the first day of the Company’s fiscal year 2025. The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 combines the Company’s historical unaudited condensed consolidated statement of operations for the six months ended September 30, 2025 with Kito Crosby’s historical unaudited condensed consolidated combined statement of operations for the six months ended September 30, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business (as defined below) from the Company’s results. The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2025 combines the historical audited consolidated statement of operations of the Company for the fiscal year ended March 31, 2025 with Kito Crosby’s historical unaudited consolidated combined statement of operations for the twelve months ended March 31, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results. Refer to Note 1 - Basis of Presentation for more information regarding the differing fiscal year ends.

The historical financial statements of the Company and Kito Crosby have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Transactions in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain reclassifications have also been made to conform the historical financial statement presentation of Kito Crosby to that of the Company. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company’s management believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings due to operating efficiencies, or any other business changes or synergies that may result from the Transactions.

 

1

The unaudited pro forma condensed combined financial information should be read in conjunction with:

 

•

the accompanying notes to the unaudited pro forma condensed combined financial information;

 

•

the separate audited financial statements of the Company as of and for the fiscal year ended March 31, 2025 and the related notes, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025;

 

•

the separate unaudited financial statements of the Company as of and for the six months ended September 30, 2025 and the related notes, included in the Company’s Quarterly Report on Form 10-Q for the six months ended September 30, 2025;

 

•

the separate audited consolidated financial statements of Kito Crosby as of and for the fiscal year ended December 31, 2024 and the related notes; and

 

•

the separate unaudited condensed consolidated financial statements of Kito Crosby as of and for the nine months ended September 30, 2025 and September 30, 2024, and the related notes.

In addition, the unaudited pro forma condensed combined financial information should be read in conjunction with the sections herein entitled “Capitalization,” “Use of proceeds,” “Management’s discussion and analysis of financial condition and results of operations of Columbus McKinnon” and “Management’s discussion and analysis of financial condition and results of operations of Kito Crosby.” Several factors could cause actual results to differ materially from those presented in the unaudited pro forma condensed combined financial statements, some of which are discussed in the sections entitled “Cautionary note regarding forward-looking statements” and “Risk factors” included elsewhere in this offering memorandum.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transactions related thereto had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the Company following the closing of the Transactions. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. Differences between these preliminary estimates and the final accounting for the Transactions may arise and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Company’s future results of operations and financial position following the closing of the Transactions. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

Description of the Kito Crosby Acquisition

The Company entered into the Stock Purchase Agreement to acquire all of the issued and outstanding equity of Kito Crosby from its existing equity holders for aggregate cash consideration of $2.7 billion on a cash-free, debt-free basis, subject to customary adjustments and transaction-related payments.

The Kito Crosby Acquisition will be funded through a combination of proceeds from new debt facilities and proceeds from the issuance of Series A Cumulative Convertible Participating Preferred Shares, par value $1.00 per share (the “Preferred Shares”). In connection with the Kito Crosby Acquisition, the Company is also expected to repay all outstanding indebtedness of Kito Crosby, as set forth in the applicable payout letters, and Kito Crosby will settle all outstanding in-the-money employee stock options. No Kito Crosby equity awards are expected to convert into Company equity awards or shares of the Company’s common stock or be assumed as part of the Company’s compensation program following the closing of the Kito Crosby Acquisition.

 

2

Description of the Financing

The Company expects to enter into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders pursuant to a debt commitment letter dated February 10, 2025. The credit agreement is expected to provide for senior secured financing consisting of (i) a senior secured term loan B facility in an aggregate principal amount of $1.325 billion (the “Term Loan B Facility”), (ii) a senior secured revolving credit facility in an aggregate principal amount of $500.0 million (the “Revolving Credit Facility”), and (iii) a bridge loan facility in an aggregate principal amount of $1.225 billion (the “Bridge Facility”). The Term Loan B Facility is expected to be fully drawn at the closing of the Kito Crosby Acquisition and will mature on the date that is seven years after the Kito Crosby Acquisition closing date. The Revolving Credit Facility will mature on the date that is five years from the Kito Crosby Acquisition closing date. No more than $75.0 million of the Revolving Credit Facility may be drawn upon on the Kito Crosby Acquisition closing date to fund fees and expenses in connection with the Kito Crosby Acquisition, to finance capital expenditures and for other general corporate purposes, plus such additional amounts for certain purposes, for ordinary course working capital purposes and to fund any purchase price adjustments in accordance with the terms of the Stock Purchase Agreement. The Company does not intend to draw on the Bridge Facility, as it intends to incur permanent financing in the form of high-yield notes in the aggregate principal amount of $1.225 billion (the “High-Yield Notes”) as described below and offered pursuant to this offering memorandum.

Proceeds from the High-Yield Notes are expected to be used, together with proceeds from the sale of the Preferred Shares, the Revolving Credit Facility and the Term Loan B Facility to finance the Kito Crosby Acquisition (including the repayment of Kito Crosby’s existing debt), to refinance the Company’s existing senior credit facilities and to pay any related fees and expenses. For additional information, see the section entitled “Use of proceeds” included elsewhere in this offering memorandum.

Upon consummation of the Kito Crosby Acquisition, the High-Yield Notes will be guaranteed on a senior secured basis by each of the domestic subsidiaries of the Company (including domestic subsidiaries of Kito Crosby acquired in the Kito Crosby Acquisition) that guarantee the Term Loan B Facility and the Revolving Credit Facility or certain capital markets debt, and secured by substantially all assets of the Company and the guarantors, subject to customary exceptions. The Revolving Credit Facility will also be guaranteed by certain non-U.S. subsidiaries of the Company. The Revolving Credit Facility is expected to be available for working capital needs and general corporate purposes.

In connection with the Kito Crosby Acquisition, the Company also entered into an investment agreement with, among other parties, CD&R XII Keystone Holdings, L.P. (together with its affiliated funds, the “CD&R Investors”), pursuant to which the CD&R Investors will purchase 800,000 Preferred Shares for an aggregate purchase price of $800.0 million. The Preferred Shares accrue dividends at a rate of 7.00% per annum, compounded quarterly, payable in cash or in-kind, and are convertible into common shares of the Company at an initial conversion price of $37.68 per share, subject to customary anti-dilution adjustments.

For additional information on the financing transactions in connection with the Kito Crosby Acquisition, see the section entitled “Summary—Recent developments” included elsewhere in this offering memorandum.

 

3

Description of the Divestiture

On January 13, 2026, the Company entered into an equity purchase agreement with Star Hoist Intermediate, LLC (“Star Hoist”) for the sale of its U.S. power chain hoist and chain manufacturing operations based out of its Damascus, Virginia and Lexington, Tennessee facilities and certain other assets (collectively, the “Divestiture Business” and such divestiture transaction being the “Divestiture”). The Company expects to close the Divestiture following the closing of the Kito Crosby Acquisition in the first quarter of calendar year 2026. Upon completion of the Divestiture, Star Hoist will pay the Company cash consideration of approximately $210.0 million, subject to certain customary adjustments. The Company expects to use the equivalent of all of the proceeds from the Divestiture, net of tax effects and transaction-related costs, to repay a portion of the Term Loan B Facility, including all accrued interest through such date. See “Summary—The Divestiture.”

The closing of the Divestiture is subject to fulfillment of customary closing conditions, including clearance by the Antitrust Division of the U.S. Department of Justice (the “Antitrust division”). In connection with the Divestiture, the Company will temporarily provide certain technology, accounting, supply chain and other support services to Star Hoist as part of a transition services agreement (“TSA”). The Company expects to incur costs to support the TSA, which are expected to be charged to and reimbursed by Star Hoist. No activities associated with the TSA are reflected within the pro forma financial information as they are either not material or not determinable at this time. The Company does not expect the net activities related to the TSA to have a material effect on its financial position or results of operations.

Accounting for the Kito Crosby Acquisition

The Kito Crosby Acquisition is being accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate Kito Crosby Acquisition consideration will be allocated to Kito Crosby’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Kito Crosby Acquisition. The process of valuing the net assets of Kito Crosby immediately prior to the Kito Crosby Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate Kito Crosby Acquisition consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

Generally, unless indicated otherwise, financial data included in the unaudited condensed combined financial information is presented in thousands of U.S. Dollars and has been prepared on the basis of U.S. GAAP and the Company’s accounting policies.

Accounting for the Divestiture

The Divestiture will be accounted for as a deconsolidation in accordance with ASC Topic 810, Consolidation. On the closing date of the Divestiture, the Company will derecognize the assets and liabilities of the Divestiture Business and recognize in earnings a gain or loss equal to the consideration received from the Divestiture less the carrying amount of net assets disposed.

It is expected that the Divestiture will not meet the criteria to be classified as a discontinued operation under ASC Topic 205, Presentation of Financial Statements, because the disposal does not represent a strategic shift that has or is expected to have a major effect on the Company’s operations or financial results. Accordingly, the historical results of the Divestiture Business are presented within continuing operations.

 

4

For purposes of the unaudited pro forma condensed combined financial information, the Company has reflected the $210.0 million of gross proceeds received from the Divestiture. The unaudited pro forma condensed combined financial information removes historical assets, liabilities, and results of the Divestiture perimeter and reflects the expected use of the equivalent of all of the proceeds from the Divestiture, net of tax effects and transaction-related costs, to repay a portion of the Term Loan B Facility along with all accrued interest through such date. The ultimate accounting for the Divestiture will depend on closing date balances and may differ materially from the pro forma assumptions. Refer to Note 6 – Divestiture Adjustments for more information

 

5

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2025 ($in 000’s)

 

		Columbus McKinnon Corporation (Historical)				Kito Crosby as reclassified (Note 2)				Kito Crosby Acquisition Adjustments				Note 4		Financing Adjustments				Note 5		Columbus McKinnon Corporation Adjusted for Kito Crosby Acquisition				Divestiture Adjustments				Note 6		Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents		$	28,039			$	177,300			$	(2,930,515	)		(a)		$	2,811,992			(a)		$	86,816			$	—			(a)		$	86,816
Trade accounts receivable, less allowance for doubtful accounts			179,267				191,000				—						—						370,267				(11,228	)		(b)			359,039
Inventories			217,337				366,600				77,794			(b)			—						661,731				(21,771	)		(b)			639,960
Prepaid expenses and other			55,852				41,100				3,918			(c)			—						100,870				(2,117	)		(b)			98,753
Total current assets		$	480,495			$	776,000			$	(2,848,803	)				$	2,811,992					$	1,219,684			$	(35,116	)				$	1,184,568
Property, plant and equipment, net			104,995				270,700				108,762			(d)			—						484,457				(10,268	)		(b)			474,189
Goodwill			731,218				133,197				729,204			(e)			—						1,593,619				(68,630	)		(b)			1,524,989
Other intangibles, net			352,749				222,700				1,157,300			(f)			—						1,732,749				—						1,732,749
Marketable securities			10,443				—				—						—						10,443				—						10,443
Deferred taxes on income			6,665				—				—						—						6,665				—						6,665
Other assets			83,287				68,600				—						7,680			(b)			159,567				(1,018	)		(b)			158,549
Total assets		$	1,769,852			$	1,471,197			$	(853,537	)				$	2,819,672					$	5,207,184			$	(115,032	)				$	5,092,152
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable			96,036				100,100				—						—						196,136				(8,253	)		(b)			187,883
Accrued liabilities			119,085				123,200				—						—						242,285				(2,216	)		(b)			240,069
Current portion of long-term debt and finance lease obligations			50,810				10,000				(10,000	)		(g)			(50,000	)		(c)			810				(204	)		(b)			606
Total current liabilities		$	265,931			$	233,300			$	(10,000	)				$	(50,000	)				$	439,231			$	(10,673	)				$	428,558
Term loan, AR securitization facility and finance lease obligations			408,467				960,100				(960,100	)		(g)			2,117,646			(d)			2,526,113				(160,000	)		(a)			2,366,113
Other non-current liabilities			180,866				128,400				281,926			(h)			—						591,192				—						591,192
Total liabilities		$	855,264			$	1,321,800			$	(688,174	)				$	2,067,646					$	3,556,536			$	(170,673	)				$	3,385,863
Equity:
Shareholders’ equity:
Voting common stock			287				135,300				(135,300	)		(i)			—						287				—						287
Treasury stock			(11,000	)			(12,300	)			12,300			(i)			—						(11,000	)			—						(11,000	)
Redeemable convertible preferred stock			—				—				—						788,000			(e)			788,000				—						788,000
Additional paid-in capital			535,592				734,600				(734,600	)		(i)			—						535,592				—						535,592
Retained earnings			382,842				(637,103	)			608,937			(i)			(35,974	)		(f)			318,702				55,641			(a)			374,343
Accumulated other comprehensive loss			6,867				(83,300	)			83,300			(i)			—						6,867				—						6,867
Noncontrolling interest			—				12,200				—			(i)			—						12,200				—						12,200
Total shareholders’ equity		$	914,588			$	149,397			$	(165,363	)				$	752,026					$	1,650,648			$	55,641					$	1,706,289
Total liabilities and shareholders’ equity		$	1,769,852			$	1,471,197			$	(853,537	)				$	2,819,672					$	5,207,184			$	(115,032	)				$	5,092,152

See the accompanying notes to the unaudited pro forma condensed combined financial information.

 

6

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended September 30, 2025

($ in 000’s, except per share data)

 

		Columbus McKinnon Corporation (Historical)				Kito Crosby as reclassified (Note 2)				Kito Crosby Acquisition Adjustments				Note 4		Financing Adjustments				Note 5		Columbus McKinnon Corporation Adjusted for Kito Crosby Acquisition				Divestiture Adjustments				Note 6		Pro Forma Combined
Net sales		$	496,967			$	560,200			$	—					$	—					$	1,057,167			$	(67,190	)		(c)		$	989,977
Cost of products sold			329,585				351,004				9,972			(j)			—						690,561				(38,351	)		(c)			652,210
Gross profit		$	167,382			$	209,196			$	(9,972	)				$	—					$	366,606			$	(28,839	)				$	337,767
Selling expenses			57,653				51,532				—						—						109,185				(6,030	)		(c)			103,155
General and administrative expenses			67,129				67,713				—						—						134,842				(1,499	)		(c)			133,343
Research and development expenses			9,602				8,251				—						—						17,853				(584	)		(c)			17,269
Amortization of intangibles			15,318				9,939				52,094			(l)			—						77,351				—						77,351
Income (loss) from operations		$	17,680			$	71,761			$	(62,066	)				$	—					$	27,375			$	(20,726	)				$	6,649
Interest and debt expense			17,445				33,100				(33,100	)		(m)			84,057			(g)			101,502				(5,600	)		(e)			95,902
Investment (income) loss			(1,570	)			(700	)			—						—						(2,270	)			—						(2,270	)
Foreign currency exchange (gain) loss, net			412				—				—						—						412				—						412
Other (income) expense, net			(118	)			800				—						—						682				—						682
Income (loss) before taxes		$	1,511			$	38,561			$	(28,966	)				$	(84,057	)				$	(72,951	)		$	(15,126	)				$	(88,077	)
Income tax expense (benefit)			(1,186	)			12,200				5,053			(n)			(21,014	)		(i)			(4,947	)			(3,782	)		(g)			(8,729	)
Net income (loss)		$	2,697			$	26,361			$	(34,019	)				$	(63,043	)				$	(68,004	)		$	(11,344	)				$	(79,348	)
Net income attributable to noncontrolling interests			—				700				—						—						700				—						700
Net Income (loss) attributable to common shareholders		$	2,697			$	25,661			$	(34,019	)				$	(63,043	)				$	(68,704	)		$	(11,344	)				$	(80,048	)
Earnings Per Share Attributable to Common Shareholders
Basic income (loss) per share			0.09																														(3.77	)
Diluted income (loss) per share			0.09																														(3.75	)
Weighted Average Number of Shares Outstanding
Basic			28,692																														28,692
Diluted			28,841																														28,841

See the accompanying notes to the unaudited pro forma condensed combined financial information

 

7

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Twelve Months Ended March 31, 2025

($ in 000’s, except per share data)

 

		Columbus McKinnon Corporation (Historical)				Kito Crosby as reclassified (Note 2)				Kito Crosby Acquisition Adjustments				Note 4		Financing Adjustments				Note 5		Columbus McKinnon Corporation Adjusted for Kito Crosby Acquisition				Divestiture Adjustments				Note 6		Pro Forma Combined
Net sales		$	963,027			$	1,083,300			$	—					$	—					$	2,046,327			$	(135,455	)		(c)		$	1,910,872
Cost of products sold			637,347				669,470				97,738			(j)			—						1,404,555				(75,019	)		(c)			1,329,536
Gross profit		$	325,680			$	413,830			$	(97,738	)				$	—					$	641,772			$	(60,436	)				$	581,336
Selling expenses			110,043				79,342				—						—						189,385				(4,955	)		(c)			184,430
General and administrative expenses			107,249				157,459				35,558			(k)			—						300,266				3,601			(c), (d)			303,867
Research and development expenses			23,869				14,229				—						—						38,098				—						38,098
Amortization of intangibles			29,946				18,100				105,967			(l)			—						154,013				—						154,013
Income (loss) from operations		$	54,573			$	144,700			$	(239,263	)				$	—					$	(39,990	)		$	(59,082	)				$	(99,072	)
Interest and debt expense			32,426				87,500				(87,500	)		(m)			202,429			(g)			234,855				(11,200	)		(e)			223,655
Investment (income) loss			(1,302	)			—				—						—						(1,302	)			—						(1,302	)
Foreign currency exchange loss (gain), net			3,179				—				—						—						3,179				—						3,179
Other (income) expense, net			25,775				(300	)			—						4,739			(h)			30,214				(105,641	)		(f)			(75,427	)
Income (loss) before taxes		$	(5,505	)		$	57,500			$	(151,763	)				$	(207,168	)				$	(306,936	)		$	57,759					$	(249,177	)
Income tax expense (benefit)			(367	)			24,600				(6,230	)		(n)			(51,794	)		(i)			(33,791	)			33,540			(g)			(251	)
Net income (loss)		$	(5,138	)		$	32,900			$	(145,533	)				$	(155,374	)				$	(273,145	)		$	24,219					$	(248,926	)
Net income attributable to noncontrolling interests			—				900				—						—						900				—						900
Net Income (loss) attributable to common shareholders		$	(5,138	)		$	32,000			$	(145,533	)				$	(155,374	)				$	(274,045	)		$	24,219					$	(249,826	)
Earnings Per Share Attributable to Common Shareholders
Basic income (loss) per share			(0.18	)																													(10.69	)
Diluted income (loss) per share			(0.18	)																													(10.69	)
Weighted Average Number of Shares Outstanding
Basic			28,738																														28,738
Diluted			28,738																														28,738

See the accompanying notes to the unaudited pro forma condensed combined financial information

 

8

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X

The Company’s audited historical financial statements and Kito Crosby’s unaudited historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2 - Presentation of Kito Crosby – Reclassification Adjustments, certain reclassifications were made to align the Company and Kito Crosby’s financial statement presentation. The Company is currently in the process of evaluating Kito Crosby’s accounting policies and as a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Kito Crosby’s financial statements to the accounting policies used by the Company.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC Topic 805, with Company as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of the Company and Kito Crosby. Under ASC Topic 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of aggregate purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. The Company intends to finalize valuations upon completion of the Kito Crosby Acquisition and will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the close of the Kito Crosby Acquisition. The assets and liabilities of Kito Crosby have been measured based on various preliminary estimates using assumptions that the Company believes are reasonable based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying unaudited pro forma condensed combined financial information and could have a material impact on the Company’s future results of operations and financial position.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 is presented as if the Transactions had occurred on September 30, 2025 and combines the historical unaudited condensed consolidated balance sheet of the Company as of September 30, 2025 with the historical unaudited condensed consolidated balance sheet of Kito Crosby as of September 30, 2025, and reflects pro forma adjustments to remove the historical assets and liabilities of the Divestiture Business from the Company’s financial position. The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 and twelve months ended March 31, 2025 has been prepared as if the Transactions had occurred on April 1, 2024. The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 combines the Company’s historical unaudited condensed consolidated statement of operations for the six months ended September 30, 2025 with Kito Crosby’s historical unaudited condensed consolidated combined statement of operations for the six months ended September 30, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results. The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2025 combines the Company’s historical audited consolidated statement of operations for the fiscal year ended March 31, 2025 with Kito Crosby’s historical unaudited consolidated combined statement of operations for the twelve months ended March 31, 2025, and reflects pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results.

The Company’s fiscal year ends on March 31^st, while Kito Crosby’s fiscal year ends on December 31^st. As the Company’s fiscal year end differs by one quarter from Kito Crosby’s fiscal year end, the unaudited pro forma condensed combined statement of operations presented herein has been prepared using the differing fiscal periods as follows:

 

•

The unaudited pro forma condensed combined statement of operations for the six months ended September 30, 2025 presented herein combines (i) the Company’s historical unaudited results for the six months ended September 30, 2025, (ii) Kito Crosby’s historical results for the six months ended September 30, 2025, calculated as the nine months ended September 30, 2025 less the three months ended March 31, 2025, and (iii) pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results.

 

•

The unaudited pro forma condensed combined statement of operations for the twelve months ended March 31, 2025 presented herein combines (i) the Company’s historical audited results for the fiscal year ended March 31, 2025, (ii) Kito Crosby’s historical results for the twelve months ended March 31, 2025, calculated as its year ended December 31, 2024 plus the three months ended March 31, 2025, less the three months ended March 31, 2024 and (iii) pro forma adjustments to remove the historical results of the Divestiture Business from the Company’s results.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 presented herein reflects a combination of the Company’s financial position as of September 30, 2025 with Kito Crosby’s financial position as of September 30, 2025, and reflects pro forma adjustments to remove the historical assets and liabilities of the Divestiture Business from the Company’s financial position.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from (i) the Kito Crosby Acquisition or any acquisition or integration costs that may be incurred or (ii) the Divestiture or any disposal or separation costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The Company is not aware of any material transactions between the Company and Kito Crosby during the period presented. Accordingly, adjustments to eliminate transactions between the Company and Kito Crosby have not been reflected in the unaudited pro forma condensed combined financial information.

Note 2 – Presentation of Kito Crosby – Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Kito Crosby’s financial information to identify differences in accounting policies as compared to those of the Company and differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Kito Crosby’s financial statements to the accounting policies used by the Company. However, certain reclassification adjustments have been made to conform Kito Crosby’s historical unaudited financial statement presentation to the Company’s audited financial statement presentation.

A.

Refer to the table below for a summary of reclassification adjustments made to present Kito Crosby’s balance sheet as of September 30, 2025 to conform with that of the Company’s:

 

(in 000’s)
Columbus McKinnon Balance Sheet Line Items		Kito Crosby Historical Balance Sheet Line Items		Kito Crosby As of September 30, 2025				Reclassification				Kito Crosby Reclassed As of September 30, 2025
ASSETS
Current assets:
Cash and cash equivalents		Cash and cash equivalents		$	177,300			$	—			$	177,300
Trade accounts receivable, less allowance for doubtful accounts		Accounts receivable			191,000				—				191,000
Inventories		Inventories, net			366,600				—				366,600
Prepaid expenses and other		Prepaid expenses and other current assets			16,700				24,400				41,100
		Income taxes receivable			24,400				(24,400	)			—
Total current assets				$	776,000			$	—			$	776,000
Property, plant and equipment, net		Property, plant and equipment, net			270,700				—				270,700
Goodwill		Goodwill, net			133,197				—				133,197
Other intangibles, net		Other intangible assets, net			222,700				—				222,700
Marketable securities					—				—				—
Deferred taxes on income					—				—				—
Other assets		Other non-current assets			68,600				—				68,600
Total assets				$	1,471,197			$	—			$	1,471,197
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		Accounts payable		$	100,100			$	—			$	100,100
Accrued liabilities		Accrued expenses and other current liabilities			123,200				—				123,200
Current portion of long-term debt and finance lease obligations		Current portion of long-term debt			10,000				—				10,000
Total current liabilities				$	233,300			$	—			$	233,300
Term loan, AR securitization facility and finance lease obligations		Long-term debt			960,100				—				960,100
Other non-current liabilities		Other non-current liabilities			48,100				80,300				128,400
		Retirement benefit obligations			26,000				(26,000	)			—
		Deferred income tax liabilities, net			54,300				(54,300	)			—
Total liabilities				$	1,321,800			$	—			$	1,321,800
Shareholders’ equity:
Voting common stock		Common stock			1,700				133,600				135,300
		Deferred shares			133,600				(133,600	)			—
Treasury stock		Treasury stock, at cost			(12,300	)			—				(12,300	)
Redeemable convertible preferred stock					—				—				—
Additional paid-in capital		Additional paid-in capital			734,600				—				734,600
Retained earnings		Accumulated deficit			(637,103	)			—				(637,103	)
Accumulated other comprehensive loss		Accumulated other comprehensive loss			(83,300	)			—				(83,300	)
Noncontrolling interest		Noncontrolling interest			12,200				—				12,200
Total shareholders’ equity				$	149,397			$	—			$	149,397
Total liabilities and shareholders’ equity				$	1,471,197			$	—			$	1,471,197

B.

Refer to the table below for a summary of adjustments made to present Kito Crosby’s statement of operations for six months ended September 30, 2025 to conform with that of the Company’s:

 

(in 000’s)
Columbus McKinnon Corporation Income Statement Line Items		Kito Crosby Historical Income Statement Line Items		Kito Crosby Six Months Ended of September 30, 2025				Reclassification				Kito Crosby Reclassed Six Months Ended September 30, 2025
Net sales		Net sales		$	560,200			$	—			$	560,200
Cost of products sold		Cost of sales			345,100				5,904				351,004
Gross profit				$	215,100			$	(5,904	)		$	209,196
Selling expenses					—				51,532				51,532
General and administrative expenses					—				67,713				67,713
Research and development expenses					—				8,251				8,251
		Selling, distribution and administrative expenses			133,400				(133,400	)			—
Amortization of intangibles		Amortization of intangible assets			9,939				—				9,939
Income (loss) from operations				$	71,761			$	—			$	71,761
Interest and debt expense		Interest expense, net			33,100				—				33,100
Investment (income) loss					—				(700	)			(700	)
		Unrealized gain on derivative			(200	)			200				—
		Realized gain on derivative			(500	)			500				—
Foreign currency exchange loss (gain), net					—				—				—
Other (income) expense, net		Other income expense			800				—				800
Income (loss) before taxes				$	38,561			$	—			$	38,561
Income tax expense (benefit)		Income tax expense			12,200				—				12,200
		New market tax credit extinguishment			—				—				—
Net income (loss)				$	26,361			$	—			$	26,361
Net income attributable to noncontrolling interests		Net income attributable to noncontrolling interest			700				—				700
Net income (loss) attributable to common shareholders				$	25,661			$	—			$	25,661

 

C.

Refer to the table below for a summary of adjustments made to present Kito Crosby’s statement of operations for the twelve months ended March 31, 2025 to conform with that of the Company’s:

 

(in 000’s)
Columbus McKinnon Income Statement Line Items		Kito Crosby Historical Income Statement Line Items		Kito Crosby Twelve Months Ended March 31, 2025				Reclassification				Kito Crosby Reclassed Twelve Months Ended March 31, 2025
Net sales		Net sales		$	1,083,300			$	—			$	1,083,300
Cost of products sold		Cost of sales			662,400				7,070				669,470
Gross profit				$	420,900			$	(7,070	)		$	413,830
Selling expenses					—				79,342				79,342
General and administrative expenses					—				157,459				157,459
Research and development expenses					—				14,229				14,229
		Selling, distribution and administrative expenses			258,100				(258,100	)			—
Amortization of intangibles		Amortization of intangible assets			18,100				—				18,100
Income (loss) from operations				$	144,700			$	—			$	144,700
Interest and debt expense		Interest expense, net			87,500				—				87,500
Investment (income) loss (1)					—				—				—
		Unrealized gain on derivative			4,200				(4,200	)			—
		Realized gain on derivative			(4,200	)			4,200				—
Foreign currency exchange loss (gain), net					—				—				—
Other (income) expense, net		Other income expense			(300	)			—				(300	)
Income (loss) before taxes				$	57,500			$	—			$	57,500
Income tax expense (benefit)		Income tax expense			34,500				(9,900	)			24,600
		New market tax credit extinguishment			(9,900	)			9,900				—
Net income (loss)				$	32,900			$	—			$	32,900
Net income attributable to noncontrolling interests		Net income attributable to noncontrolling interest			900				—				900
Net income (loss) attributable to common shareholders				$	32,000			$	—			$	32,000

 

(1)	Kito Crosby Unrealized gain on derivative and Realized gain on derivative income statement line items are both reclassified to Investment (income) loss. Given the amounts offset, the resulting reclassified amount is presented as zero.

Note 3 – Preliminary purchase price allocation

Estimated Aggregate Acquisition Consideration

The base purchase price for the Kito Crosby Acquisition of $2.7 billion is on a cash-free, debt-free basis, subject to customary closing adjustments and transaction-related payments (these include legal, accounting, and advisory fees incurred by Kito Crosby and paid by the Company at closing).

 

(in 000’s)		Amount
Pro forma transaction accounting acquisition adjustments:
Base purchase price		$	2,700,000
Plus: Purchase price adjustments (1)			16,200
Plus: Transaction expenses paid on behalf of Kito Crosby			1,457
Total purchase consideration		$	2,717,657

 

(1)	Purchase price adjustments estimate the contractual adjustments for the Kito Crosby Acquisition based on information available (e.g., Kito Crosby tax attributes paid and pension obligation credits received).

Estimated Preliminary Purchase Price Allocation

The table below represents an estimated preliminary purchase price allocation based on estimates, assumptions, valuations, and other analyses based on Kito Crosby’s balance sheet as of September 30, 2025. The total preliminary estimated purchase consideration is allocated to the tangible and intangible assets and liabilities of Kito Crosby based on their estimated fair values as if the Kito Crosby Acquisition had occurred on September 30, 2025, which is the assumed Kito Crosby Acquisition date for purposes of the unaudited pro forma condensed combined balance sheet. Other than the items specifically noted below, Kito Crosby’s assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. Based on the information available at the time of preparation of this unaudited pro forma condensed combined financial information, the Company believes that these carrying values approximate fair values. The Company has not completed the final allocation of the purchase price for the Kito Crosby Acquisition. Therefore, the acquired assets and liabilities are reflected at their preliminary estimated fair values with the excess consideration recorded as goodwill. The final valuation could result in a material difference from the amounts shown.

The following table summarizes the preliminary purchase price as if the Kito Crosby Acquisition occurred on September 30, 2025.

 

(in 000’s)		Amount
Pro forma transaction accounting acquisition adjustments:
Total Consideration Paid		$	2,717,657
Book value of net assets acquired at September 30, 2025			149,397
Adjusted for:
Elimination of Kito Crosby cash and cash equivalents			(177,300	)
Elimination of existing goodwill & intangible assets			(355,897	)
Repayment of Kito Crosby debt, net of unamortized debt issuance costs			970,100

Adjusted book value of net assets acquired		$	586,300
Adjustments to:
Inventories			77,794
Property, plant and equipment, net			108,762
Other intangibles, net			1,380,000
Other non-current liabilities			(285,400	)
Net assets acquired (excluding goodwill)		$	1,867,456
Kito Crosby noncontrolling interest			(12,200	)
Goodwill			862,401
Reconciliation to consideration transferred		$	2,717,657

Note 4 – Transaction Accounting Acquisition Adjustments

Pro Forma Transaction Accounting Acquisition Adjustments to the unaudited pro forma condensed combined balance sheet

(a) The pro forma adjustment to Cash and cash equivalents consists of the following:

 

(in 000’s)		Amount
Pro forma transaction accounting acquisition adjustments:
Acquisition of Kito Crosby inclusive of estimated purchase price adjustments		$	(2,716,200	)
Removal of Kito Crosby cash and cash equivalents			(177,300	)
Company transaction costs			(35,558	)
Kito Crosby transaction costs paid by Company			(1,457	)
Pro forma adjustment to Cash and cash equivalents		$	(2,930,515	)

(b) Represents an adjustment of $77,794 to increase the carrying value of Inventories to their estimated fair value as of the Kito Crosby Acquisition date.

(c) Represents an adjustment of $3,918 to increase Prepaid expenses and other to establish an income tax receivable associated with Company transaction costs.

(d) Represents an adjustment of $108,762 to increase the carrying value of Property, plant and equipment, net to its estimated fair value as of the Kito Crosby Acquisition date.

The following table displays the expected useful lives of material property, plant, and equipment acquired in the Kito Crosby Acquisition.

 

		Estimated Useful Life (in years)
Site improvements		20 - 40
Buildings & improvements		20 - 40
Machinery & equipment		5
Computer software		4
Furniture, fixtures & equipment		5 - 20
Transportation equipment		3
Tooling		5
Computer & networking equipment		4

(e) The pro forma adjustment to Goodwill consists of the following:

 

(in 000’s)		Amount
Pro forma transaction accounting acquisition adjustments:
Goodwill resulting from the Kito Crosby Acquisition		$	862,401
Elimination of Kito Crosby’s historical goodwill			(133,197	)
Pro forma adjustment to Goodwill		$	729,204

(f) The pro forma adjustment to Other intangibles, net consists of the following:

 

(in 000’s)		Amount				Estimated Useful Life (in years)
Pro forma transaction accounting acquisition adjustments:
Fair value of customer relationships		$	1,092,900				11
Fair value of trade names			287,100				9 - 13
Elimination of Kito Crosby’s historical intangibles			(222,700	)
Pro forma adjustment to Other intangibles, net		$	1,157,300

(g) Represents adjustments of $(960,100) and $(10,000) to eliminate the historical Kito Crosby long-term and short-term debt balances, respectively, including any related unamortized debt issuance costs. The adjustments reflect the repayment of Kito Crosby debt obligations by the Company at the closing of the Kito Crosby Acquisition, as set forth in the Stock Purchase Agreement.

(h) The pro forma transaction adjustments to Other non-current liabilities consist of the following:

 

(in 000’s)		Amount
Pro forma transaction accounting acquisition adjustments:
Deferred tax liabilities from the Kito Crosby Acquisition		$	285,400
Deferred tax liabilities from Company transaction costs			(3,474	)
Pro forma adjustment to Other non-current liabilities		$	281,926

(i) The pro forma adjustments to Shareholders’ equity consist of the following:

 

(in 000’s)		Common stock				Treasury stock				Additional paid-in-capital				Retained earnings				Accumulated other comprehensive loss
Pro forma transaction accounting acquisition adjustments:
Elimination of Kito Crosby’s historical equity		$	(135,300	)			12,300				(734,600	)			637,103				83,300
Company transaction costs, net of tax			—				—				—				(28,166	)			—
Pro forma adjustment to Shareholders’ Equity		$	(135,300	)			12,300				(734,600	)			608,937				83,300

Pro Forma Transaction Accounting Acquisition Adjustments to the unaudited pro forma condensed combined statement of operations

(j) The pro forma adjustment to Cost of products sold consists of the following:

 

(in 000’s)		Six Months ended September 30, 2025				Twelve Months ended March 31, 2025
Pro forma transaction accounting acquisition adjustments:
Fair-value step up of acquired inventory (1)		$	—			$	77,794
Incremental depreciation on acquired property, plant, and equipment, net			9,972				19,944
Pro forma adjustment to Cost of products sold		$	9,972			$	97,738

 

(1)	These costs are nonrecurring in nature and not anticipated to affect the unaudited pro forma condensed combined statement of operations beyond twelve months after the closing of the Transactions.

(k) The pro forma adjustment to General and administrative expenses consists of the following:

 

(in 000’s)		Six Months ended September 30, 2025				Twelve Months ended March 31, 2025
Pro forma transaction accounting acquisition adjustments:
Company transaction costs		$	—			$	35,558
Pro forma adjustment to General and administrative expenses		$	—			$	35,558

(l) The pro forma adjustment to Amortization of intangibles consists of the following:

 

(in 000’s)		Six Months ended September 30, 2025				Twelve Months ended March 31, 2025
Pro forma transaction accounting acquisition adjustments:
Pro forma amortization expense on acquired customer relationships		$	49,677			$	99,355
Pro forma amortization expense on acquired trade names			12,356				24,712
Removal of historical amortization of intangibles		$	(9,939	)		$	(18,100	)
Pro forma adjustment to Amortization of intangibles			52,094				105,967

A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $6,203 for six months ended September 30, 2025 and $12,407 for the twelve months ended March 31, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Kito Crosby Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(m) Represents an adjustment of $(33,100) and $(87,500) for the six months ended September 30, 2025 and twelve months ended March 31, 2025, respectively, to Interest and debt expense to eliminate historical Kito Crosby interest expense and amortization of debt issuance costs associated with the debt repaid by the Company as of the Kito Crosby Acquisition date.

(n) Reflects the income tax effect of the pro forma transaction accounting acquisition adjustments calculated using a weighted average statutory rate of 25%.

Note 5 – Transaction Accounting Financing Adjustments

Pro Forma Transaction Accounting Financing Adjustments to the unaudited pro forma condensed combined balance sheet

(a) The pro forma adjustment to Cash and cash equivalents consists of the following:

 

(in 000’s)		Amount
Pro forma transaction accounting financing adjustments:
Inflows:
Cash received from Term Loan B Facility		$	1,325,000
Cash received from High-Yield Notes			1,225,000
Cash received from issuance of Preferred Shares			800,000
Total inflows		$	3,350,000
Outflows:
Cash paid to extinguish Company debt		$	(450,195	)
Debt issuance costs and financing fees for Term Loan B Facility and High Yield Notes and discount on Term Loan B Facility			(75,813	)
Cash paid for Preferred Shares issuance costs			(12,000	)
Total outflows		$	(538,008	)
Pro forma adjustment to Cash and cash equivalents		$	2,811,992

(b) The pro forma adjustment to Other assets consists of the following:

 

(in 000’s)		Amount
Pro forma transaction accounting financing adjustments:
Upfront Revolving Credit Facility fees		$	8,750
Extinguishment of existing revolving credit facility			(1,070	)
Pro forma adjustment to Other assets		$	7,680