10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended December 31, 2016

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number:       0-27618

Columbus McKinnon Corporation
(Exact name of registrant as specified in its charter)
New York	16-0547600
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
205 Crosspoint Parkway, Getzville, NY	14068
(Address of principal executive offices)	(Zip code)
(716) 689-5400
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  : ý Yes   o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act. 

Large accelerated filer  o	Accelerated filer x
Non-accelerated filer  o  (Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes    ý No

The number of shares of common stock outstanding as of January 24, 2017 was: 20,247,726 shares.

FORM 10-Q INDEX

COLUMBUS McKINNON CORPORATION

December 31, 2016

		Page #
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed consolidated balance sheets - December 31, 2016 and March 31, 2016	3
	Condensed consolidated statements of operations and retained earnings  - Three and nine months ended December 31, 2016 and December 31, 2015	4
	Condensed consolidated statements of comprehensive (loss) income - Three and nine months ended December 31, 2016 and December 31, 2015	5
	Condensed consolidated statements of cash flows - Nine months ended December 31, 2016 and December 31, 2015	6
	Notes to condensed consolidated financial statements - December 31, 2016	7
Item 2.	Management's Discussion and Analysis of Results of Operations and Financial Condition	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
Part II. Other Information
Item 1.	Legal Proceedings – none.	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – none.	35
Item 3.	Defaults upon Senior Securities – none.	35
Item 4.	Mine Safety Disclosures.	35
Item 5.	Other Information – none.	35
Item 6.	Exhibits	36

2

Part I.    Financial Information

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2016			March 31, 2016
	(unaudited)
ASSETS:	(In thousands)
Current assets:
Cash and cash equivalents	$	51,538		$	51,603
Trade accounts receivable	74,853			83,812
Inventories	109,131			118,049
Prepaid expenses and other	16,293			19,265
Total current assets	251,815			272,729
Property, plant, and equipment, net	99,163			104,790
Goodwill	168,513			170,716
Other intangibles, net	117,002			122,129
Marketable securities	8,147			18,186
Deferred taxes on income	69,608			73,158
Other assets	11,364			11,143
Total assets	$	725,612		$	772,851
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Trade accounts payable	$	28,209		$	36,061
Accrued liabilities	51,212			53,210
Current portion of long term debt	13,051			43,246
Total current liabilities	92,472			132,517
Senior debt, less current portion	136			844
Term loan and revolving credit facility	220,946			223,542
Other non current liabilities	119,735			129,639
Total liabilities	433,289			486,542
Shareholders' equity:
Voting common stock; 50,000,000 shares authorized; 20,247,113 and 20,109,868 shares issued and outstanding	202			201
Additional paid in capital	210,502			206,682
Retained earnings	186,277			174,173
Accumulated other comprehensive loss	(104,658		)	(94,747		)
Total shareholders' equity	292,323			286,309
Total liabilities and shareholders' equity	$	725,612		$	772,851

See accompanying notes.

3

COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	(In thousands, except per share data)
Net sales	$	152,497		$	159,738		$	453,435		$	442,015
Cost of products sold	107,676			111,397			310,838			303,145
Gross profit	44,821			48,341			142,597			138,870
Selling expenses	17,988			19,295			55,834			53,292
General and administrative expenses	19,751			16,399			52,346			53,541
Amortization of intangibles	1,765			1,689			5,280			3,276
	39,504			37,383			113,460			110,109
Income from operations	5,317			10,958			29,137			28,761
Interest and debt expense	2,299			2,425			7,398			5,213
Investment (income) loss	(61		)	(164		)	(366		)	(668		)
Foreign currency exchange (gain) loss	1,673			476			890			1,750
Other (income) expense, net	(110		)	(189		)	(238		)	(302		)
Income before income tax expense	1,516			8,410			21,453			22,768
Income tax expense	1,011			1,183			7,731			9,078
Net income (loss)	505			7,227			13,722			13,690
Dividends declared	(810		)	(804		)	(1,618		)	(1,608		)
Retained earnings - beginning of period	186,582			163,470			174,173			157,811
Retained earnings -  end of period	$	186,277		$	169,893		$	186,277		$	169,893
Average basic shares outstanding	20,239			20,104			20,192			20,071
Average diluted shares outstanding	20,490			20,295			20,400			20,299
Basic income (loss) per share:	$	0.02		$	0.36		$	0.68		$	0.68
Diluted income (loss) per share:	$	0.02		$	0.36		$	0.67		$	0.67
Dividends declared per common share	$	0.04		$	0.04		$	0.08		$	0.08

See accompanying notes.

4

COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	(In thousands)
Net income	$	505		$	7,227		$	13,722		$	13,690
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(8,805		)	(4,667		)	(11,822		)	(2,257		)
Change in derivatives qualifying as hedges, net of taxes of $(638), $(432), $(870), and $(296)	1,184			802			1,616			550
Change in pension liability and postretirement obligation, net of taxes of $(69), $(83), $(180), and $0	128			153			335			—
Adjustments for unrealized gain (loss) on investments:
Unrealized holding gain (loss) arising during the period, net of taxes of $79, $(78), $(19), and $253	(147		)	145			35			(469		)
Reclassification adjustment for gain (loss) included in net income, net of taxes of $0, $(1), $41, and $(83)	(1		)	2			(75		)	153
Net change in unrealized gain (loss) on investments	(148		)	147			(40		)	(316		)
Total other comprehensive income (loss)	(7,641		)	(3,565		)	(9,911		)	(2,023		)
Comprehensive (loss) income	$	(7,136	)	$	3,662		$	3,811		$	11,667

See accompanying notes.

5

COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	December 31, 2016			December 31, 2015
	(In thousands)
OPERATING ACTIVITIES:
Net income	$	13,722		$	13,690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,695			13,872
Deferred income taxes and related valuation allowance	2,627			290
Net gain on sale of real estate, investments, and other	(116		)	(379		)
Stock-based compensation	4,027			3,368
Amortization of deferred financing costs and discount on debt	515			428
Loss on revaluation of foreign exchange option	1,826			—
Changes in operating assets and liabilities, net of effects of business acquisitions:
Trade accounts receivable	6,909			13,451
Inventories	5,267			(790		)
Prepaid expenses and other	8,153			2,100
Other assets	(483		)	3,249
Trade accounts payable	(5,465		)	(9,713		)
Accrued liabilities	2,082			2,856
Non-current liabilities	(8,239		)	(9,520		)
Net cash provided by (used for) operating activities	48,520			32,902
INVESTING ACTIVITIES:
Proceeds from sale of marketable securities	10,336			5,732
Purchases of marketable securities	(242		)	(4,239		)
Capital expenditures	(11,274		)	(15,518		)
Purchase of business, net of cash acquired	(588		)	(182,467		)
Purchase of foreign exchange option	(6,370		)	—
Net cash provided by (used for) investing activities	(8,138		)	(196,492		)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options	353			242
Net borrowings (repayments) under line-of-credit agreements	(23,500		)	164,057
Repayment of debt	(9,792		)	(9,854		)
Restricted cash related to purchase of business	(588		)	—
Dividends paid	(2,421		)	(2,408		)
Other	(558		)	(890		)
Net cash provided by (used for) financing activities	(36,506		)	151,147
Effect of exchange rate changes on cash	(3,941		)	1,268
Net change in cash and cash equivalents	(65		)	(11,175		)
Cash and cash equivalents at beginning of year	51,603			63,056
Cash and cash equivalents at end of period	$	51,538		$	51,881
Supplementary cash flow data:
Interest paid	$	7,080		$	4,859
Income taxes paid (refunded), net	$	910		$	3,315

See accompanying notes.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

December 31, 2016

1.    Description of Business

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of Columbus McKinnon Corporation (the Company) at December 31, 2016, the results of its operations for the three and nine month periods ended December 31, 2016 and December 31, 2015, and cash flows for the nine months ended December 31, 2016 and December 31, 2015, have been included. Results for the period ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending March 31, 2017. The balance sheet at March 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Columbus McKinnon Corporation annual report on Form 10-K for the year ended March 31, 2016.

The Company is a leading designer, marketer and manufacturer of material handling products and services which efficiently and safely move, lift, position and secure materials and people. Key products include hoists, rigging tools, cranes, digital power control systems, and actuators. The Company’s material handling products are sold globally, principally to third party distributors through diverse distribution channels, and to a lesser extent directly to end-users. Approximately 64% of sales were to customers in the United States.

In December 2016 the Company announced that it had reached an agreement to acquire STAHL CraneSystems (STAHL). STAHL manufactures explosion-protected hoists and crane components and is well known for its custom engineering of lifting solutions and hoisting technology. STAHL serves independent crane builders and Engineering Procurement and Construction (EPC) firms, providing products to a variety of end markets including automotive, general manufacturing, oil & gas, steel & concrete, power generation as well as process industries such as chemical and pharmaceuticals. The Company expects the acquisition of STAHL to be completed during the fourth quarter of fiscal 2017.

2.    Acquisitions

On December 30, 2014 the Company acquired 100% of the outstanding common shares of Stahlhammer Bommern GmbH (“STB”) located in Hamm, Germany, a privately-owned company with annual sales of approximately $16,000,000. STB manufactures a large range of lifting tools and forged parts that are able to withstand particularly heavy, static and dynamic loads, including single and ramshorn lifting hooks. In connection with the acquisition of STB, the Company withheld $5,431,000 to be paid to the seller upon satisfaction of certain conditions. $822,000 of the amounts withheld related to a working capital adjustment which was paid during fiscal 2016. The remaining $4,609,000 was paid to the seller during fiscal 2017.

On September 2, 2015, the Company completed its acquisition of Magnetek, a designer and manufacturer of digital power and motion control solutions for material handling, elevators, and mining applications. The Company has completed its allocation of the purchase price to assets acquired and liabilities assumed, which has not changed since March 31, 2016. Please refer to the Company's annual report on form 10-K for the fiscal year ended March 31, 2016 ("2016 10-K") for further details on the assets acquired and liabilities assumed related to the Magnetek transaction.

The following unaudited pro forma financial information presents the combined results of operations as if the acquisition of Magnetek had occurred as of April 1, 2015. The pro forma information includes certain adjustments, including depreciation and amortization expense, interest expense and certain other adjustments, together with related income tax effects. The pro forma amounts may not be indicative of the results that actually would have been achieved had the acquisitions occurred as of April 1, 2015 and are not necessarily indicative of future results of the combined companies (in thousands, except per share data):

7

	Three Months Ended				Nine Months Ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Net sales	$	152,497	$	160,185	$	453,435	$	486,849
Net income	$	505	$	7,911	$	13,722	$	16,514
Net income per share - Basic	$	0.02	$	0.39	$	0.68	$	0.82
Net income per share - Diluted	$	0.02	$	0.39	$	0.67	$	0.81

On July 15, 2016, the Company purchased 100% of the assets of Ergomatic Products LLC ("Ergomatic"), a designer and manufacturer of ergonomic lift assists, articulating arms, torque tubes, and pneumatic control systems for material handling and tool suspension applications. The purchase price of the transaction was $1,175,000, of which $588,000 was paid to the seller on the day of closing with the remainder due to the seller over a two year period.

In connection with the acquisition of Ergomatic, the Company withheld $588,000 to be paid to the seller upon satisfaction of certain conditions. Of this amount, $294,000 is expected to be paid to the seller within one year of the period ending December 31, 2016 and the remaining $294,000 is expected to be paid within two years. The Company has recorded short term restricted cash on its condensed consolidated balance sheets of $294,000 within prepaid expenses and other and long term restricted cash of $294,000 in other assets at December 31, 2016. Further, the Company has recorded a short term liability to the seller of $294,000 within accrued liabilities and a long term liability to the seller of $294,000 within other non current liabilities at December 31, 2016.

The purchase price has been preliminarily allocated to the assets and liabilities assumed as of the date of acquisition. Adjustments may be made if new information is obtained during the measurement period. The identifiable intangible assets acquired primarily includes engineered drawings of $677,000 with an estimated useful life of 20 years. The preliminary assignment of the purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):

Working capital	$	212
Property, plant and equipment	246
Intangible assets	717
Total purchase consideration	$	1,175

On December 7, 2016, the Company announced that it had entered into a Stock Purchase Agreement (the “Agreement”) to acquire 100% of the outstanding common shares of STAHL. STAHL is a leading manufacturer of explosion-protected hoists and crane components as well as provides custom engineered lifting solutions and hoisting technology with annual sales of approximately $166,000,000. STAHL serves independent crane builders and Engineering Procurement and Construction (EPC) firms, providing products to a variety of end markets including automotive, general manufacturing, oil & gas, steel & concrete, power generation as well as process industries such as chemical and pharmaceuticals.

Under the terms of the Agreement, the total consideration for the transaction will be Euro 224,000,000 (~$240,000,000) on a cash-free, debt-free basis and adjusted for Working Capital, with an earn-out potential of an additional Euro 6,000,000 (~$6,400,000), if certain earnings goals are met for calendar year 2016. The acquisition of STAHL is expected to close during the fourth quarter of fiscal 2017. The effective date of the Agreement is January 1, 2017 with interest accruing at 8% per annum from January 1, 2017 through the closing date. The Company has incurred $3,140,000 in acquisition related expenses through December 31, 2016 which is included in general and administrative expenses.

In connection with the close of the STAHL acquisition, the Company is expected to borrow $545,000,000 under a New Senior Secured Credit Facility (“New Facilities”). The New Facilities will consist of a New Revolving Facility in the amount of $100,000,000 and a $445,000,000 1st Lien Term Loan. Proceeds from the New Facility, along with proceeds from the Equity Offering (see Note 10) will be used to fund the STAHL acquisition, pay fees and expenses associated with the acquisition and refinance the Company’s existing Term Loan and Credit Facility. See Note 8 for additional information regarding the Company's debt.

On December 18, 2016, the Company entered into a definitive agreement to sell 2,273,000 shares of its common stock (Equity Offering), which is expected to result in gross proceeds of $50,000,000 and net proceeds of $47,200,000 (after deducting transaction fees and expenses). The shares will be sold to selected institutional accredited investors. The Company expects to use the net

8

proceeds to fund in part the previously announced acquisition of STAHL, thereby reducing the amount of post-acquisition leverage and the cost of the debt.

3.    Fair Value Measurements

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” establishes the standards for reporting financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis (at least annually). Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date.

ASC Topic 820-10-35-37 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the valuation techniques that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is separated into three levels based on the reliability of inputs as follows:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, involving some degree of judgment.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The availability of observable inputs can vary and is affected by a wide variety of factors, including the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The Company primarily uses readily observable market data in conjunction with internally developed discounted cash flow valuation models when valuing its derivative portfolio and, consequently, the fair value of the Company’s derivatives is based on Level 2 inputs. The carrying amount of the Company's annuity contract acquired in connection with the acquisition of Magnetek is recorded at net asset value of the contract and, consequently, its fair value is based on Level 2 inputs and is included in other assets on the Company's condensed consolidated balance sheet. The carrying value of the Company’s Term Loan and senior debt approximate fair value based on current market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2 inputs.

The following table provides information regarding financial assets and liabilities measured or disclosed at fair value (in thousands):

9

	Fair value measurements at reporting date using
	December 31,			Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	2016			(Level 1)		(Level 2)			(Level 3)
Assets/(Liabilities) measured at fair value:
Marketable securities	$	8,147		$	8,147	$	—		$	—
Annuity contract	2,899			—		2,899			—
Derivative assets (liabilities):
Foreign exchange contracts	56			—		56			—
Interest rate swaps	216			—		216			—
Foreign currency option	4,544			—		4,544			—
Disclosed at fair value:
Term loan and revolving credit facility	$	(233,446	)	$	—	$	(233,446	)	$	—
Senior debt	(687		)	—		(687		)	—

	Fair value measurements at reporting date using
	March 31,			Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	2016			(Level 1)		(Level 2)			(Level 3)
Assets/(Liabilities) measured at fair value:
Marketable securities	$	18,186		$	18,186	$	—		$	—
Annuity contract	3,267					3,267
Derivative assets (liabilities):
Foreign exchange contracts	(131		)	—		(131		)	—
Interest rate swap	(2,211		)	—		(2,211		)	—
Disclosed at fair value:
Term loan and revolving credit facility	$	(266,235	)	$	—	$	(266,235	)	$	—
Senior debt	(1,590		)	—		(1,590		)	—

The Company does not have any non-financial assets and liabilities that are recognized at fair value on a recurring basis. At December 31, 2016, the term loan, revolver borrowings, and senior debt have been recorded at carrying value which approximates fair value.

Assets and liabilities that were measured on a non-recurring basis during fiscal 2017 include assets and liabilities acquired in connection with the acquisition of Ergomatic (Note 2). The estimated fair values allocated to the assets acquired and liabilities assumed relied upon fair value measurements based primarily on Level 3 inputs as of the acquisition date on July 15, 2016. The valuation techniques used to allocate fair values to working capital items; property, plant, and equipment; and identifiable intangible assets included the cost approach, market approach, and other income approaches. The valuation techniques relied on a number of inputs which included the cost and condition of property, plant, and equipment and forecasted net sales and income. The most significant valuation input included an estimated engineering cost per hour of $40.86 for determining the acquisition date value of engineered drawings.

The Company has entered into a foreign currency option agreement to offset the change in value of the purchase price of STAHL due to a change in foreign exchange rates.  The notional amount of this derivative is Euro 215,000,000 and the contract matures on April 26, 2017. Similar to the Company's other derivatives, the foreign currency option's fair value is based on Level 2 inputs and is included in Prepaid expenses and other assets on the Company's condensed consolidated balance sheet. Changes in the fair value of this derivative is recorded in foreign currency exchange (gain) loss.

10

Please refer to the 2016 10-K for a full description of the assets and liabilities measured on a non-recurring basis that are included in the Company's March 31, 2016 balance sheet.

4.    Inventories

Inventories consisted of the following (in thousands):

	December 31, 2016			March 31, 2016
At cost - FIFO basis:
Raw materials	$	69,564		$	74,968
Work-in-process	20,090			18,877
Finished goods	35,272			41,517
Total at cost FIFO basis	124,926			135,362
LIFO cost less than FIFO cost	(15,795		)	(17,313		)
Net inventories	$	109,131		$	118,049

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond management's control, estimated interim results are subject to change in the final year-end LIFO inventory valuation.

5.    Marketable Securities

All of the Company’s marketable securities, which consist of equity securities and fixed income securities, have been classified as available-for-sale securities and are therefore recorded at their fair values with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive loss in the shareholders’ equity section of the condensed consolidated balance sheet unless unrealized losses are deemed to be other-than-temporary. In such instances, the unrealized losses are reported in the condensed consolidated statements of operations and retained earnings within investment income. Estimated fair value is based on quoted market prices at the balance sheet dates. The cost of securities sold is based on the specific identification method. Interest and dividend income are included in investment income in the condensed consolidated statements of operations and retained earnings.

Marketable securities are carried as long-term assets since they are held for the settlement of the Company’s general and product liability insurance claims filed through CM Insurance Company, Inc. ("CMIC"), a wholly owned captive insurance subsidiary.  The marketable securities are not available for general working capital purposes.

In accordance with ASC Topic 320-10-35-30 “Investments – Debt & Equity Securities – Subsequent Measurement,” the Company reviews its marketable securities for declines in market value that may be considered other-than-temporary. The Company generally considers market value declines to be other-than-temporary if there are declines for a period longer than six months and in excess of 20% of original cost, or when other evidence indicates impairment.  We also consider the nature of the underlying investments, our intent and ability to hold the investments until their market values recover, and other market conditions in making this assessment. There were no other-than-temporary impairments for the three and nine months ended December 31, 2016 or December 31, 2015.

During fiscal 2017, CMIC obtained approval from New York State Department of Finance Services to loan $6,000,000 to the Company based on arms-length terms and conditions.  To fund this intercompany loan, CMIC sold a portion of its marketable security portfolio with a cost of $5,938,000 and a fair value of $6,000,000 resulting in a realized gain of $62,000.

The following is a summary of available-for-sale securities at December 31, 2016 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities	$	8,102	$	130	$	85	$	8,147

11

The aggregate fair value of investments and unrealized losses on available-for-sale securities in an unrealized loss position at December 31, 2016 are as follows (in thousands):

	Aggregate Fair Value		Unrealized Losses
Securities in a continuous loss position for less than 12 months	$	2,377	$	53
Securities in a continuous loss position for more than 12 months	1,078		32
	$	3,455	$	85

The Company considered the nature of the investments, causes of previous impairments, the severity and duration of unrealized losses and other factors and determined that the unrealized losses at December 31, 2016 were temporary in nature.

Net realized gains related to sales of marketable securities were $1,000 and $3,000, in the three month periods ended December 31, 2016 and December 31, 2015, respectively and $116,000 and $236,000 for the nine months periods ended, respectively.

The following is a summary of available-for-sale securities at March 31, 2016 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities	$	18,080	$	253	$	147	$	18,186

6.    Goodwill and Intangible Assets

Goodwill is not amortized but is tested for impairment at least annually, in accordance with the provisions of ASC Topic 350-20-35-1.  Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value.  The fair value of a reporting unit is determined using a discounted cash flow methodology.  The Company’s reporting units are determined based upon whether discrete financial information is available and reviewed regularly, whether those units constitute a business, and the extent of economic similarities between those reporting units for purposes of aggregation.  The Company’s reporting units identified under ASC Topic 350-20-35-33 are at the component level, or one level below the operating segment level as defined under ASC Topic 280-10-50-10 “Segment Reporting - Disclosure.” The Company has four reporting units as of December 31, 2016 and March 31, 2016.   Only two of the four reporting units carried goodwill at December 31, 2016 and March 31, 2016. The Duff-Norton reporting unit (which designs, manufactures and sources mechanical and electromechanical actuators and rotary unions) had goodwill of $9,542,000 and $9,627,000 at December 31, 2016 and March 31, 2016, respectively, and the Rest of Products reporting unit (representing the hoist, chain, forgings, and digital power and motion control businesses) had goodwill of $158,971,000 and $161,089,000 at December 31, 2016 and March 31, 2016, respectively. STB, Magnetek, and Ergomatic have been determined to be a part of the Rest of Products reporting unit.

Refer to the 2016 10-K for information regarding our annual goodwill impairment evaluation. Future impairment indicators, such as declines in forecasted cash flows, may cause impairment charges. Impairment charges could be based on such factors as the Company’s stock price, forecasted cash flows, assumptions used, control premiums or other variables. There were no such indicators during the quarter ended December 31, 2016.

Identifiable intangible assets acquired in a business combination are amortized over their estimated useful lives. A summary of changes in goodwill during the three months ended December 31, 2016 is as follows (in thousands):

Balance at April 1, 2016	$	170,716
Currency translation	(2,203		)
Balance at December 31, 2016	$	168,513

Goodwill is recognized net of accumulated impairment losses of $107,000,000 as of December 31, 2016 and March 31, 2016, respectively. There were no goodwill impairment losses recorded in the three and nine month periods ended December 31, 2016 and 2015.

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Identifiable intangible assets are summarized as follows (in thousands):

	December 31, 2016							March 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trademark	$	5,086	$	(2,497	)	$	2,589	$	5,467	$	(2,431	)	$	3,036
Indefinite lived trademark	28,915		—			28,915		29,006		—			$	29,006
Customer relationships	57,399		(12,756		)	44,643		58,535		(10,688		)	47,847
Acquired technology	43,911		(3,910		)	40,001		43,198		(1,873		)	$	41,325
Other	1,584		(730		)	854		1,481		(566		)	915
Total	$	136,895	$	(19,893	)	$	117,002	$	137,687	$	(15,558	)	$	122,129

The Company’s intangible assets that are considered to have finite lives are amortized. The weighted-average amortization periods are 18 years for trademarks, 17 years for customer relationships, 19 years for acquired technology, 11 years for other, and 18 years in total. Trademarks with a book value of $28,915,000 as of December 31, 2016 have an indefinite useful life and are therefore not being amortized.

Total amortization expense was $1,765,000 and $1,689,000 for the three month periods ended December 31, 2016 and 2015, respectively. Total amortization expense was $5,280,000 and $3,276,000 for the nine month periods ended December 31, 2016 and 2015, respectively. The increases relate to amortization of intangible assets acquired in the Magnetek acquisition. Based on the current amount of identifiable intangible assets, the estimated amortization expense is approximately $7,000,000 annually for fiscal years 2017 through 2021.

7.    Derivative Instruments

The Company uses derivative instruments to manage selected foreign currency and interest rate exposures. The Company does not use derivative instruments for speculative trading purposes. All derivative instruments are recorded on the balance sheet at fair value. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded as accumulated other comprehensive gain (loss), or “AOCL,” and is reclassified to earnings when the underlying transaction has an impact on earnings. The ineffective portion of changes in the fair value of the derivative is reported in foreign currency exchange (gain) loss in the Company’s condensed consolidated statement of operations and retained earnings. For derivatives not classified as cash flow hedges, all changes in market value are recorded as a foreign currency exchange (gain) loss in the Company’s condensed consolidated statements of operations and retained earnings. The cash flow effects of derivatives are reported within net cash provided by operating activities except for the cash flow effects of the Company's foreign exchange option related to the STAHL acquisition which is reported in net cash used by investing activities.

The Company is exposed to credit losses in the event of non-performance by the counterparties on its financial instruments. All counterparties currently have investment grade credit ratings. The Company anticipates that these counterparties will be able to fully satisfy their obligations under the contracts. The Company has derivative contracts with three counterparties as of December 31, 2016.

The Company's agreements with its counterparties contain provisions pursuant to which the Company could be declared in default of its derivative obligations. As of December 31, 2016, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2016, it could have been required to settle its obligations under these agreements at amounts which approximate the December 31, 2016 fair values reflected in the table below. During the nine months ended December 31, 2016, the Company was not in default of any of its derivative obligations.

As of December 31, 2016, the Company had no derivatives designated as net investments or fair value hedges in accordance with ASC Topic 815, “Derivatives and Hedging.”

The Company has foreign currency derivative agreements in place to offset changes in the value of intercompany loans to foreign subsidiaries, as well as forecasted cash flows of a contract, due to changes in foreign exchange rates. The notional amount of these derivatives is $2,272,000 and all of the contracts mature by March 31, 2018. These contracts are marked to market each balance sheet date and are not designated as hedges.

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The Company has foreign currency forward agreements that are designated as cash flow hedges to hedge a portion of forecasted inventory purchases denominated in foreign currencies, as well as forecasted cash flows of a contract. The notional amount of those derivatives is $11,945,000 and all contracts mature within 12 months of December 31, 2016. From its December 31, 2016 balance of AOCL, the Company expects to reclassify approximately $17,000 out of AOCL, and into cost of products sold, during the next 12 months based on the underlying transactions of the sales of the goods purchased.

As a result of the pending STAHL acquisition, the Company has entered into a foreign currency option agreement to offset the change in value of the purchase price of STAHL due to changes in foreign exchange rates.  The notional amount of this derivative is Euro 215,000,000, and the contract matures on April 26, 2017.  This contract is marked to market each balance sheet date and is not designated as a hedge.  For the three months ended December 31, 2016, the loss on the revaluation of the foreign currency option agreement was $1,826,000, which is recorded in foreign currency exchange (gain) loss on the statement of operations.

The Company's policy is to maintain a capital structure that is comprised of 50-70% of fixed rate long-term debt and 30-50% of variable rate long-term debt. The Company entered into two interest rate swap agreements in which the Company receives interest at a variable rate and pays interest at a fixed rate. These interest rate swap agreements are designated as cash flow hedges to hedge changes in interest expense due to changes in the variable interest rate of the senior secured term loan and the net borrowings outstanding under the revolving credit facility. The amortizing interest rate swaps mature on February 19, 2020 and have a total notional amount of $141,000,000 as of December 31, 2016. The effective portion of the changes in fair values of the interest rate swaps is reported in AOCL and will be reclassified to interest expense over the life of the swap agreements. The ineffective portion was not material and was recognized in the current period interest expense. From its December 31, 2016 balance of AOCL, the Company expects to reclassify approximately $2,000 out of AOCL, and into interest expense, during the next 12 months.

The following is the effect of derivative instruments on the condensed consolidated statements of operations for the three months ended December 31, 2016 and 2015 (in thousands):

Derivatives Designated as Cash Flow Hedges	Type of Instrument	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)		Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
December 31, 2016	Foreign exchange contracts	$	130	Cost of products sold	$	(6	)
December 31, 2016	Interest rate swaps	810		Interest Expense	(238		)
December 31, 2015	Foreign exchange contracts	144		Cost of products sold	(4		)
December 31, 2015	Interest rate swap	373		Interest expense	(281		)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
December 31, 2016	Foreign currency exchange gain/loss	$	(1,847	)
December 31, 2015	Foreign currency exchange gain/loss	31

The following is the effect of derivative instruments on the condensed consolidated statements of operations and retained earnings for the nine months ended December 31, 2016 and 2015 (in thousands):

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Derivatives Designated as Cash Flow Hedges	Type of Instrument	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
December 31, 2016	Foreign exchange contracts	$	227		Cost of products sold	$	101
December 31, 2016	Interest rate swaps	577			Interest Expense	(913		)
December 31, 2015	Foreign exchange contracts	215			Cost of products sold	33
December 31, 2015	Interest rate swap	(514		)	Interest expense	(882		)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
December 31, 2016	Foreign currency exchange gain/loss	$	(1,951	)
December 31, 2015	Foreign currency exchange gain/loss	76

The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of December 31, 2016 and March 31, 2016 (in thousands):

		Fair Value of Asset (Liability)
Derivatives Designated as Hedging Instruments	Balance Sheet Location	December 31, 2016			March 31, 2016
Foreign exchange contracts	Prepaid expenses and other	$	258		$	200
Foreign exchange contracts	Accrued Liabilities	(167		)	(420		)
Interest rate swap	Prepaid expenses and other	3			—
Interest rate swap	Other Assets	228			—
Interest rate swap	Accrued Liabilities	—			(1,129		)
Interest rate swap	Other non current liabilities	(15		)	(1,082		)
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2016			March 31, 2016
Foreign exchange contracts	Prepaid expenses and other	$	11		$	96
Foreign exchange contracts	Accrued Liabilities	(46		)	(7		)
Foreign exchange option	Prepaid expenses and other	$	4,544		$	—

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8.    Debt

The Company, Columbus McKinnon Dutch Holdings 3 B.V. (“BV 3”), and Columbus McKinnon EMEA GmbH (“EMEA GMBH”) as borrowers (collectively referred to as the "Borrowers"), entered into a credit agreement (the "Credit Agreement") on January 23, 2015. In connection with the Credit Agreement, the Borrowers entered into a $150,000,000 New Revolving Credit Facility and established a new $125,000,000 delayed draw senior secured Term Loan. The Company’s previously existing credit agreement (the "Replaced Revolving Credit Facility") was terminated in connection with this transaction. Both the New Revolving Credit Facility and the Term Loan have five-year terms maturing in 2020. The New Revolving Credit Facility has an initial term ending January 23, 2020 and the Term Loan has a term ending February 19, 2020. Refer to the Company's consolidated financial statements included in its 2016 10-K for further information about both the New Credit Agreement as well as the New Revolving Credit Facility.

The Company initially borrowed $124,442,000 under the Term Loan. The Term Loan proceeds were net of fees paid to the lenders of $558,000 which were accounted for as a debt discount. The Company used the proceeds to redeem all of its outstanding $150,000,000 Senior Subordinated 7 7/8% Notes.

On September 2, 2015 the Company exercised the $75,000,000 Accordion Feature offered under the New Credit Agreement. The existing lenders provided additional commitments for the incremental $75,000,000, bringing the total available borrowing capacity under the New Revolving Credit facility to an aggregate of $225,000,000.

Additionally, on September 2, 2015, the Company borrowed $195,000,000 under the New Revolving Credit facility. The proceeds were net of fees paid to the lenders of $943,000 which were accounted for as a debt discount. The Company used $188,900,000 of the proceeds to purchase 100% of the stock of Magnetek as described in Note 2. The Company repaid $63,500,000 of the amount borrowed by December 31, 2016.

The outstanding balance of the Term Loan was $103,125,000 as of December 31, 2016. The Company made $3,125,000 of scheduled principal payments during the quarter ended December 31, 2016 and $9,375,000 during the nine months ended December 31, 2016. The Company is contractually required to pay $12,500,000 in principal annually. As such, $12,500,000 of the amounts borrowed have been recorded within the current portion of long term debt on the Company's condensed consolidated balance sheet at December 31, 2016 with the remaining balance recorded as long term debt.

The unused portion of the New Revolving Credit Facility totaled $89,476,000, net of outstanding borrowings of $131,500,000 and outstanding letters of credit of $4,024,000 as of December 31, 2016. The outstanding letters of credit at December 31, 2016 consisted of $147,000 in commercial letters of credit and $3,877,000 of standby letters of credit.

As stated in Note 2, on December 7, 2016, the Company and its Dutch affiliate announced that it had entered into an Agreement to acquire from Konecranes Plc all of the issued and outstanding capital stock of the STAHL CraneSystems businesses (“STAHL”), including STAHL CraneSystems GmbH and nine STAHL affiliates.

In connection with the close of the STAHL acquisition, the Company is expected to borrow $545,000,000 under its New Facilities. The New Facilities will consist of a New Revolving Facility in the amount of $100,000,000 and a $445,000,000 1st Lien Term Loan. Proceeds from the New Facility, along with proceeds from the Equity Offering (see Note 10) will be used to fund the STAHL acquisition, pay fees and expenses associated with the acquisition and refinance the Company’s existing Term Loan and Credit Facility.

The Company expects to finalize the debt agreements substantially concurrently with the closing of the Acquisition which is expected to occur on or about January 31, 2017.

During the quarter ended June 30, 2016, the Company adopted ASU No. 2015-03 "Interest - Imputation of Interest (subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." The ASU is required to be retrospectively applied to the March 31, 2016 balance sheet. In accordance with this ASU, Term Loan related deferred financing costs and accumulated amortization netting to $193,000 as of March 31, 2016 have been reclassified from other assets to discount on term loan on the Company's condensed consolidated balance sheet. The balance at December 31, 2016 is $156,000.

The gross balance of deferred financing costs associated with the New Revolving Credit Facility and included in other assets is $1,574,000 as of December 31, 2016 and March 31, 2016. The accumulated amortization balances were $603,000 and $367,000 as of December 31, 2016 and March 31, 2016 respectively.

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On June 22, 2007, the Company recorded a capital lease resulting from the sale and partial leaseback of its facility in Charlotte, NC under a 10 year lease agreement. The Company also has capital leases on certain production machinery and equipment. The outstanding balance on the capital lease obligations of $688,000 and $1,590,000 as of December 31, 2016 and March 31, 2016 respectively, are included in senior debt in the consolidated balance sheets. $551,000 of the capital lease liability has been recorded within the current portion of long term debt on the Company's condensed consolidated balance sheet with the remaining balance recorded as long term debt.

Unsecured and uncommitted lines of credit are available to meet short-term working capital needs for certain of our subsidiaries operating outside of the U.S. The lines of credit are available on an offering basis, meaning that transactions under the line of credit will be on such terms and conditions, including interest rate, maturity, representations, covenants and events of default, as mutually agreed between our subsidiaries and the local bank at the time of each specific transaction. As of December 31, 2016, unsecured credit lines totaled approximately $4,419,000, of which $0 was drawn. In addition, unsecured lines of $10,048,000 were available for bank guarantees issued in the normal course of business of which $3,711,000 was utilized.

Refer to the Company’s consolidated financial statements included in its 2016 10-K for further information on its debt arrangements.

9.    Net Periodic Benefit Cost

The following table sets forth the components of net periodic pension (benefit) cost for the Company’s defined benefit pension plans (in thousands):

	Three months ended						Nine months ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
Service costs	$	308		$	615		$	1,209		$	1,645
Interest cost	4,111			4,200			12,343			9,692
Expected return on plan assets	(5,604		)	(5,848		)	(16,841		)	(13,925		)
Net amortization	735			867			2,325			2,687
Settlement	—			—			247			—
Net periodic pension (benefit) cost	$	(450	)	$	(166	)	$	(717	)	$	99

As part of the acquisition of Magnetek, the Company became the sponsor of Magnetek's pension plan ("Magnetek's Plan"), a single-employer defined benefit plan. Magnetek's Plan provides benefits to certain current and former employees of Magnetek. Future benefits under Magnetek's Plan have been frozen since 2003. The net periodic pension (benefit) cost for the three and nine months ended December 31, 2016 includes a benefit related to the Magnetek Plan of $537,000 and $1,750,000, respectively.

During the first quarter of fiscal 2017, certain terminated employees in the Company's foreign pension plans accepted an offer to settle their pension obligation with a lump sum payment. The settlement was required to be offered under the employment law of the foreign jurisdiction. The settlement resulted in a loss of $247,000 included within net periodic pension (benefit) cost.

The Company currently plans to contribute approximately $5,897,000 to its pension plans in fiscal 2017.

The following table sets forth the components of net periodic postretirement (benefit) cost for the Company’s defined benefit postretirement plans (in thousands):

	Three months ended					Nine months ended
	December 31, 2016			December 31, 2015		December 31, 2016		December 31, 2015
Interest cost	$	31		$	40	$	114	$	142
Amortization of plan net losses	(19		)	2		—		67
Net periodic postretirement cost	$	12		$	42	$	114	$	209

For additional information on the Company’s defined benefit pension and postretirement benefit plans, refer to the consolidated financial statements included in the 2016 10-K.

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10.    Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands):

	Three Months Ended				Nine Months Ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Numerator for basic and diluted earnings per share:
Net income (loss)	$	505	$	7,227	$	13,722	$	13,690
Denominators:
Weighted-average common stock outstanding – denominator for basic EPS	20,239		20,104		20,192		20,071
Effect of dilutive employee stock options and other share-based awards	251		191		208		228
Adjusted weighted-average common stock outstanding and assumed conversions – denominator for diluted EPS	20,490		20,295		20,400		20,299

Stock options and performance shares with respect to 274,000 and 554,000 common shares for the three and nine months ended December 31, 2016, respectively and 285,000 and 114,000 common shares for the three and nine month period ended December 31, 2015, respectively were not included in the computation of diluted earnings per share because they were antidilutive. For the three and nine months ended December 31, 2016 an additional 119,000 in contingently issuable shares were not included in the computation of diluted earnings per share because a performance condition had not yet been met.

On July 18, 2016, the shareholders of the Company approved the 2016 Long Term Incentive Plan (“2016 LTIP”) which replaced the 2010 Long Term Incentive Plan.  The Company grants share based compensation to eligible participants under the 2016 LTIP. The total number of shares of common stock with respect to which awards may be granted under the plan is 2,000,000 including shares not previously authorized for issuance under any of the prior stock plans and any shares not issued or subject to outstanding awards under the prior stock plans.

During the first nine months of fiscal 2017 and 2016, a total of 22,987 and 16,033 shares, respectively, of stock were issued upon the exercising of stock options related to the Company’s stock option plans. During the fiscal year ended March 31, 2016, 87,000 shares of restricted stock units vested and were issued.

On December 18, 2016, the Company entered into an agreement to sell 2,273,000 shares of its common stock in a private placement (the Equity Offering), which is expected to result in gross proceeds of $50,000,000 and net proceeds of $47,200,000 (after deducting transaction fees and expenses). The shares will be sold to selected institutional accredited investors. The Company expects to use the net proceeds to fund in part the previously announced acquisition of STAHL, thereby reducing the amount of post-acquisition leverage and the cost of the debt.

The Company expects the Equity Offering to close substantially concurrently with the closing of the STAHL acquisition and subject to satisfaction of customary closing conditions, including completion of the STAHL acquisition. The STAHL acquisition is expected to close during the fourth quarter of fiscal 2017. Thus the shares to be issued are not included in the basic or diluted EPS denominators in the table above.

In connection with the sale, the Company has agreed to enter into a registration rights agreement with the purchasers concurrently with the closing of the sale. The registration rights agreement will require the Company to file an initial registration statement registering the common shares issued to the purchasers for resale no later than the earlier of the 90th day after the initial closing of the Sale and ten days following the Company’s filing of all acquisition-related financial statements of the STAHL business required by SEC rules or regulations and to use its best efforts to have such registration statement declared effective no later than the 30th day from filing, subject to a 30-day extension if reviewed by the SEC.

18

On January 23, 2017 the Company's Board of Directors declared a dividend of $0.04 per common share. The dividend will be paid on February 20, 2017 to shareholders of record on February 10, 2017. The dividend payment is expected to be approximately $900,000.

Refer to the Company’s consolidated financial statements included in its 2016 10-K for further information on its earnings per share and stock plans.

11.    Loss Contingencies

From time to time, the Company is named a defendant in legal actions arising out of the normal course of business. The Company is not a party to any pending legal proceeding other than ordinary, routine litigation incidental to our business. The Company does not believe that any of its pending litigation will have a material impact on its business.

Accrued general and product liability costs are the actuarially estimated reserves based on amounts determined from loss reports, individual cases filed with the Company, and an amount for losses incurred but not reported. The aggregate amounts of reserves were $13,542,000 as of December 31, 2016 and $14,535,000 as of March 31, 2016.  The liability for accrued general and product liability costs are funded in part by investments in marketable securities (see Note 5).

The per occurrence limits on the self-insurance for general and product liability coverage to Columbus McKinnon through its wholly-owned captive insurance company were $2,000,000 from inception through fiscal 2003 and $3,000,000 for fiscal 2004 and thereafter. In addition to the per occurrence limits, the Company’s coverage is also subject to an annual aggregate limit, applicable to losses only. These limits range from $2,000,000 to $6,000,000 for each policy year from inception through fiscal 2017.

Along with other manufacturing companies, the Company is subject to various federal, state and local laws relating to the protection of the environment. To address the requirements of such laws, the Company has adopted a corporate environmental protection policy which provides that all of its owned or leased facilities shall, and all of its employees have the duty to, comply with all applicable environmental regulatory standards, and the Company has initiated an environmental auditing program for its facilities to ensure compliance with such regulatory standards.  The Company has also established managerial responsibilities and internal communication channels for dealing with environmental compliance issues that may arise in the course of its business. Because of the complexity and changing nature of environmental regulatory standards, it is possible that situations will arise from time to time requiring the Company to incur expenditures in order to ensure environmental regulatory compliance. However, the Company is not aware of any environmental condition or any operation at any of its facilities, either individually or in the aggregate, which would cause expenditures having a material adverse effect on its results of operations, financial condition or cash flows and, accordingly, has not budgeted any material capital expenditures for environmental compliance for fiscal 2017.

Like many industrial manufacturers, the Company is involved in asbestos-related litigation.  In continually evaluating costs relating to its estimated asbestos-related liability, the Company reviews, among other things, the incidence of past and recent claims, the historical case dismissal rate, the mix of the claimed illnesses and occupations of the plaintiffs, its recent and historical resolution of the cases, the number of cases pending against it, the status and results of broad-based settlement discussions, and the number of years such activity might continue. Based on this review, the Company has estimated its share of liability to defend and resolve probable asbestos-related personal injury claims. This estimate is highly uncertain due to the limitations of the available data and the difficulty of forecasting with any certainty the numerous variables that can affect the range of the liability. The Company will continue to study the variables in light of additional information in order to identify trends that may become evident and to assess their impact on the range of liability that is probable and estimable.

Based on actuarial information, the Company has estimated its asbestos-related aggregate liability including related legal defense costs to range between $4,700,000 and $7,400,000 using actuarial parameters of continued claims for a period of 37 years from December 31, 2016.  The Company's estimation of its asbestos-related aggregate liability that is probable and estimable, in accordance with U.S. generally accepted accounting principles approximates $6,178,000, which has been reflected as a liability in the consolidated financial statements as of December 31, 2016. The recorded liability does not consider the impact of any potential favorable federal legislation. This liability will fluctuate based on the uncertainty in the number of future claims that will be filed and the cost to resolve those claims, which may be influenced by a number of factors, including the outcome of the ongoing broad-based settlement negotiations, defensive strategies, and the cost to resolve claims outside the broad-based settlement program. Of this amount, management expects to incur asbestos liability and legal defense payments of approximately $2,000,000 over the next 12 months. Because payment of the liability is likely to extend over many years, management believes that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.

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The Company believes that a share of its previously incurred asbestos-related expenses and future asbestos-related expenses are covered by pre-existing insurance policies. The Company has engaged in a legal action against the insurance carriers for those policies to recover these expenses and future costs incurred. When the Company resolves this legal action, it is expected that a gain will be recorded for previously expensed costs that are recovered.

The Company is also involved in other unresolved legal actions that arise in the normal course of business. The most prevalent of these unresolved actions involve disputes related to product design, manufacture and performance liability. The Company's estimation of its product-related aggregate liability that is probable and estimable, in accordance with U.S. generally accepted accounting principles approximates $6,243,000, which has been reflected as a liability in the consolidated financial statements as of December 31, 2016. In some cases, we cannot reasonably estimate a range of loss because there is insufficient information regarding the matter.  Management believes that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.

The following contingencies relate to the Company’s Magnetek subsidiary:

Product Liability

Magnetek has been named, along with multiple other defendants, in asbestos-related lawsuits associated with business operations previously acquired but which are no longer owned. During Magnetek's ownership, none of the businesses produced or sold asbestos-containing products. For such claims, Magnetek is uninsured and either contractually indemnified against liability, or contractually obligated to defend and indemnify the purchaser of these former business operations.  The Company aggressively seeks dismissal from these proceedings. Based on actuarial information, the asbestos related liability including legal defense costs is estimated to be approximately $1,121,000 which has been reflected as a liability in the consolidated financial statements at December 31, 2016.

Litigation-Other

In October 2010, Magnetek received a request for indemnification from Power-One, Inc. ("Power-One") for an Italian tax matter arising out of the sale of Magnetek's power electronics business to Power-One in October 2006. With a reservation of rights, Magnetek affirmed its obligation to indemnify Power-One for certain pre-closing taxes.  The sale included an Italian company, Magnetek, S.p.A., and its wholly owned subsidiary, Magnetek Electronics (Shenzhen) Co. Ltd. (the “Power-One China Subsidiary”). The tax authority in Arezzo, Italy, issued a notice of audit report in September 2010 wherein it asserted that the Power-One China Subsidiary had its administrative headquarters in Italy with fiscal residence in Italy and, therefore, is subject to taxation in Italy.  In November 2010, the tax authority issued a notice of tax assessment for the period of July 2003 to June 2004, alleging that taxes of approximately $2,000,000 (Euro 1,900,000) were due in Italy on taxable income earned by the Power-One China Subsidiary during this period.  In addition, the assessment alleges potential penalties together with interest in the amount of approximately $2,700,000 (Euro 2,600,000) for the alleged failure of the Power-One China Subsidiary to file its Italian tax return.  The Power-One China Subsidiary filed its response with the provincial tax commission of Arezzo, Italy in January 2011. The tax authority in Arezzo, Italy issued a tax inspection report in January 2011 for the periods July 2002 to June 2003 and July 2004 to December 2006 claiming that the Power-One China Subsidiary failed to file Italian tax returns for the reported periods. A hearing before the Tax Court was held in July 2012 on the tax assessment for the period of July 2003 to June 2004. In September 2012, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessment for the period of July 2003 to June 2004. In February 2013, the tax authority filed an appeal of the Tax Court's September 2012 ruling. The Regional Tax Commission of Florence heard the appeal of the tax assessment dismissal for the period of July 2003 to June 2004 and thereafter issued its ruling finding in favor of the tax authority. Magnetek believes the court’s decision was based upon erroneous interpretations of the applicable law and appealed the ruling to the Italian Supreme Court in April 2015.

In August 2012, the tax authority in Arezzo, Italy issued notices of tax assessment for the periods July 2002 to June 2003 and July 2004 to December 2006, alleging that taxes of approximately $7,000,000 (Euro 6,700,000) were due in Italy on taxable income earned by the Power-One China Subsidiary together with an allegation of potential penalties in the amount of approximately $2,900,000 (Euro 2,800,000) for the alleged failure of the Power-One China Subsidiary to file its Italian tax returns. On June 3, 2015, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessments for the periods of July 2002 to June 2003 and July 2004 to December 2006. On July 27, 2015, the tax authority filed an appeal of the Tax Court's ruling of June 3, 2015. In May 2016, the Regional Tax Court of Florence rejected the appeal of the tax authority and at the same time canceled the notices of assessment for the fiscal years of 2004/2005 and 2005/2006. The tax authority had up to six months to appeal the decision. In December 2016, Magnetek was served by the Italian Revenue Service with two appeals to the Italian Supreme Court regarding the two positive judgments on the tax assessments for the fiscal periods 2004/2005 and 2005/2006. The Company believes it will be successful and does not expect to incur a liability related to those assessments.

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Environmental Matters

From time to time, Magnetek has taken action to bring certain facilities associated with previously owned businesses into compliance with applicable environmental laws and regulations. Upon the subsequent sale of certain businesses, Magnetek agreed to indemnify the buyers against environmental claims associated with the divested operations, subject to certain conditions and limitations. Remediation activities, including those related to indemnification obligations, did not involve material expenditures during the first nine months of fiscal year 2017.

Magnetek has also been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. Its remediation activities as a potentially responsible party were not material in the first nine months of fiscal year 2017. Although the materiality of future expenditures for environmental activities may be affected by the level and type of contamination, the extent and nature of cleanup activities required by governmental authorities, the nature of Magnetek's alleged connection to the contaminated sites, the number and financial resources of other potentially responsible parties, the availability of indemnification rights against third parties and the identification of additional contaminated sites, Magnetek's estimated share of liability, if any, for environmental remediation, including its indemnification obligations, is not expected to be material.

In 1986, Magnetek acquired the stock of Universal Manufacturing Corporation (“Universal”) from a predecessor of Fruit of the Loom (“FOL”), and the predecessor agreed to indemnify Magnetek against certain environmental liabilities arising from pre-acquisition activities at a facility in Bridgeport, Connecticut. Environmental liabilities covered by the indemnification agreement included completion of additional cleanup activities, if any, at the Bridgeport facility and defense and indemnification against liability for potential response costs related to offsite disposal locations. Magnetek's leasehold interest in the Bridgeport facility was assigned to the buyer in connection with the sale of Magnetek's transformer business in June 2001. FOL, the successor to the indemnification obligation, filed a petition for Reorganization under Chapter 11 of the Bankruptcy Code in 1999 and Magnetek filed a proof of claim in the proceeding for obligations related to the environmental indemnification agreement. Magnetek believes that FOL had substantially completed the clean-up obligations required by the indemnification agreement prior to the bankruptcy filing. In November 2001, Magnetek and FOL entered into an agreement involving the allocation of certain potential tax benefits and Magnetek withdrew its claims in the bankruptcy proceeding. Magnetek further believes that FOL's obligation to the state of Connecticut was not discharged in the reorganization proceeding. 

In January 2007, the Connecticut Department of Environmental Protection (“DEP”) requested parties, including Magnetek, to submit reports summarizing the investigations and remediation performed to date at the site and the proposed additional investigations and remediation necessary to complete those actions at the site. DEP requested additional information relating to site investigations and remediation. Magnetek and the DEP agreed to the scope of the work plan in November 2010.  The Company has recorded a liability of $323,000, included in the amount specified above, related to the Bridgeport facility, representing the best estimate of future site investigation costs and remediation costs which are expected to be incurred in the future.

FOL's inability to satisfy its remaining obligations to the state of Connecticut related to the Bridgeport facility and any offsite disposal locations, or the discovery of additional environmental contamination at the Bridgeport facility is not expected to have a material adverse effect on the Company's financial position, cash flows or results of operations.

The Company has recorded total liabilities of $644,000 on a consolidated basis for all environmental matters in the consolidated financial statements as of December 31, 2016 on an undiscounted basis.

12.    Income Taxes

Income tax expense as a percentage of income from continuing operations before income tax expense was 67% and 14% in the quarters ended December 31, 2016 and December 31, 2015, respectively and 36% and 40% for the nine-month periods then ended, respectively. Typically these percentages vary from the U.S. statutory rate primarily due to varying effective tax rates at the Company's foreign subsidiaries, and the jurisdictional mix of taxable income for these subsidiaries.

Income tax expense for the three and nine months ended December 31, 2016 was impacted by certain non-deductible STAHL related acquisition costs of $3,140,000 increasing the effective tax rate for the quarter and nine-months period by 29 and 2 percentage points, respectively.

For the three months ended December 31, 2015, income taxes as a percentage of income before income taxes was lower than our rate for fiscal 2016 due to the realization of certain tax credits during the quarter resulting in an income tax benefit of $1,150,000 reducing the effective tax rate for the quarter by 14 percentage points.

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We estimate that the effective tax rate related to continuing operations will be approximately 31% to 36% for fiscal 2017. The increase from the previous estimate is due to the STAHL acquisition.

13.    Changes in Accumulated Other Comprehensive Loss

Changes in AOCL by component for the three and nine-month period ended December 31, 2016 are as follows (in thousands):

	Three months ended December 31, 2016
	Unrealized Investment Gain			Retirement Obligations			Foreign Currency			Change in Derivatives Qualifying as Hedges			Total
Beginning balance net of tax	$	734		$	(72,617	)	$	(24,002	)	$	(1,132	)	$	(97,017	)
Other comprehensive income (loss) before reclassification	(147		)	(337		)	(8,805		)	940			(8,349		)
Amounts reclassified from other comprehensive loss	(1		)	465			—			244			708
Net current period other comprehensive income (loss)	(148		)	128			(8,805		)	1,184			(7,641		)
Ending balance net of tax	$	586		$	(72,489	)	$	(32,807	)	$	52		$	(104,658	)

	Nine months ended December 31, 2016
	Unrealized Investment Gain			Retirement Obligations			Foreign Currency			Change in Derivatives Qualifying as Hedges			Total
Beginning balance net of tax	$	626		$	(72,824	)	$	(20,985	)	$	(1,564	)	$	(94,747	)
Other comprehensive income (loss) before reclassification	35			(1,337		)	(11,822		)	804			(12,320		)
Amounts reclassified from other comprehensive loss	(75		)	1,672			—			812			2,409
Net current period other comprehensive income (loss)	(40		)	335			(11,822		)	1,616			(9,911		)
Ending balance net of tax	$	586		$	(72,489	)	$	(32,807	)	$	52		$	(104,658	)

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Details of amounts reclassified out of AOCL for the three-month period ended December 31, 2016 are as follows (in thousands):

Details of AOCL Components	Amount reclassified from AOCL			Affected line item on condensed consolidated statement of operations and retained earnings
Unrealized gain on investments
	$	(1	)	Investment income
	(1		)	Total before tax
	—			Tax expense
	$	(1	)	Net of tax
Net amortization of prior service cost and pension settlement
	$	716		(1)
	716			Total before tax
	(251		)	Tax benefit
	$	465		Net of tax
Change in derivatives qualifying as hedges
	$	9		Cost of products sold
	366			Interest expense
	375			Total before tax
	(131		)	Tax benefit
	$	244		Net of tax

Details of amounts reclassified out of AOCL for the nine-month period ended December 31, 2016 are as follows (in thousands):

Details of AOCL Components	Amount reclassified from AOCL			Affected line item on condensed consolidated statement of operations and retained earnings
Unrealized gain on investments
	$	(116	)	Investment income
	(116		)	Total before tax
	41			Tax expense
	$	(75	)	Net of tax
Net amortization of prior service cost and pension settlement
	$	2,572		(1)
	2,572			Total before tax
	(900		)	Tax benefit
	$	1,672		Net of tax
Change in derivatives qualifying as hedges
	$	(155	)	Cost of products sold
	1,404			Interest expense
	1,249			Total before tax
	(437		)	Tax benefit
	$	812		Net of tax

(1) These AOCL components are included in the computation of net periodic pension cost. (See Note 9 — Net Periodic Benefit Cost for additional details.)

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14.    Effects of New Accounting Pronouncements

In December 2016, the FASB issued ASU No. 2016-19, "Technical Corrections and Improvements." The standard clarifies and removes inconsistencies in key areas of U.S. GAAP and is effective immediately. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, "Restricted Cash (Topic 230)." The standard clarifies the classification and presentation of restricted cash in the statement of cash flows. The standard requires that restricted cash and restricted cash equivalents be included in the cash and cash equivalent balance in the statement of cash flows. Further, a reconciliation between the balance sheet and statement of cash flows is required when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Therefore, transfers between these balances should no longer be presented as a cash flow activity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company expects this standard to impact the presentation of changes to its restricted cash balances in the Consolidated Statements of Cash Flows.

In October 2016, the FASB issued ASU No. 2016-17, "Interest Held Through Related Parties That Are Under Common Control." The standard requires that a single decision maker consider indirect interests held by related parties under common control on a proportionate basis in a manner consistent with its evaluation of indirect interests held through other related parties. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)." The standard requires immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments (Topic 230)." The standard clarifies the classification of certain cash receipts and cash payments in the statement of cash flows. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which delays the effective date of ASU 2014-09 by one year. This ASU is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.

In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." This ASU amends the principal-versus-agent implementation guidance and illustrations in the FASB’s new revenue standard (ASC 606). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted.

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In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." ASU 2016-12 provides for amendments to ASU No. 2014-09, Revenue from Contracts with Customers, amending the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Specifically, ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria.

The Company is evaluating the potential impact of adopting the above revenue standards on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The ASU is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." This standard will require all leases with durations greater than twelve months to be recognized on the balance sheet. The ASU effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Information about our undiscounted future lease payments and the timing of those payments is included in Note 17 of our 2016 10-K.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The update addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments, including the Company's marketable securities. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amounts as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In June 2015, the FASB issued ASU No. 2015-10, "Technical Corrections and Updates." The amendments in this update cover a wide range of topics in the codification and are generally categorized as follows: Amendments Related to Differences between Original Guidance and the Codification; Guidance Clarification and Reference Corrections; Simplification; and, Minor Improvements. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In May 2015, the FASB issued ASU No. 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (A Consensus of the FASB Emerging Issue Task Force)." The ASU provides guidance on the disclosures for investments in certain entities that calculate net asset value (NAV) per share (or its equivalent). The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share (or its equivalent) as a practical expedient. ASU No. 2015-07 is to be applied retrospectively and is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, "Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The ASU provides guidance to entities about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the entity should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as

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a service contract. The guidance does not change GAAP for an entity's accounting for service contracts. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-04, "Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets." The ASU provides the use of a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. Further, if a contribution or significant event occurs between the month-end date used to measure defined benefit plan asset and obligations and an entity's fiscal year-end, the entity should adjust the measurement of defined benefit plan assets and obligations to reflect those contributions as significant events. However, an entity should not adjust the measurement of defined benefit plan asset and obligations for other events that occur between the month-end measurement date and the entity's fiscal year-end that are not caused by the entity. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance also requires retrospective application to all prior periods presented. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15, “Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (“ASU 2015-15”), which clarifies the treatment of debt issuance costs from line-of-credit arrangements after the adoption of ASU 2015-03. In particular, ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Refer to Note 8 for the impact that adopting this standard had on the Company's consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This update is intended to improve certain areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period." ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

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Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Executive Overview

We are a leading worldwide designer, manufacturer and marketer of material handling products, systems and services which efficiently and safely move, lift, position and secure materials and people. Key products include hoists, rigging tools, cranes, digital power control systems, and actuators. We are focused on serving commercial and industrial applications that require the safety and quality in moving material and people provided by our superior design and engineering know-how.

Founded in 1875, we have grown to our current size and leadership position through organic growth and acquisitions. We developed our leading market position over our 141-year history by emphasizing technological innovation, manufacturing excellence and superior after-sale service. In addition, acquisitions significantly broadened our product lines and services and expanded our geographic reach, end-user markets and customer base. Ongoing initiatives include growing revenue by increasing our penetration of the Asian, Latin American and European marketplaces, pursuing new products and targeted vertical markets, and by improving our productivity. In accordance with our strategy, we have been investing in our sales and marketing activities, new product development and “Lean” efforts across the Company. Shareholder value will be enhanced through continued emphasis on market expansion, customer satisfaction, new product development, manufacturing efficiency, cost containment, and efficient capital investment.

In December 2016 we announced that we had reached an agreement to acquire STAHL. STAHL is a leading manufacturer of explosion-protected hoists and crane components and is well known for its custom engineering of lifting solutions and hoisting technology. STAHL serves independent crane builders and Engineering Procurement and Construction (EPC) firms, providing products to a variety of end markets including automotive, general manufacturing, oil & gas, steel & concrete, power generation as well as process industries such as chemical and pharmaceuticals. We believe STAHL is an excellent expansion of our global product offering. STAHL's strong position with wire rope and electric chain hoists in Europe immediately complements our leadership of handheld hoists in that region, and their broad portfolio of ATEX certified explosion-protected products serving the mining, oil & gas and chemical processing industries significantly extends our global offerings in capability and capacities. We expect the acquisition of STAHL to be completed during the fourth quarter of fiscal 2017.

Our revenue base is geographically diverse with approximately 36% derived from customers outside the U.S. for the nine months ended December 31, 2016. We believe this will help balance the impact of changes that will occur in local economies, as well as benefit the Company from growth in emerging markets. As in the past, we monitor both U.S. and Eurozone Industrial Capacity Utilization statistics as indicators of anticipated demand for our products. In addition, we continue to monitor the potential impact of other global and U.S. trends including industrial production, energy costs, steel price fluctuations, interest rates, foreign currency exchange rates and activity of end-user markets around the globe.

From a strategic perspective, we are investing in global markets and new products as we focus on our greatest opportunities for growth. We maintain a strong North American market share with significant leading market positions in hoists, lifting and sling chain, forged attachments, actuators, and digital power and motion control systems for the material handling industry. We seek to maintain and enhance our market share by focusing our sales and marketing activities toward select North American and global market sectors including energy, automotive, heavy OEM, entertainment, and construction and infrastructure.

Regardless of the economic climate and point in the economic cycle, we constantly explore ways to increase our revenue and operating margins as well as further improve our productivity and competitiveness. We have specific initiatives related to improved customer satisfaction, reduced defects, shortened lead times, improved inventory turns and on-time deliveries, reduced warranty costs, and improved working capital utilization. The initiatives are being driven by the continued implementation of our “Lean” efforts which are fundamentally changing our manufacturing and business processes to be more responsive to customer demand and improving on-time delivery and productivity. In addition to “Lean,” we are working to achieve these strategic initiatives through product simplification, the creation of centers of excellence, and improved supply chain management. We are also aggressively pursuing cost reduction opportunities to enhance future margins.

We continuously monitor market prices of steel. We purchase approximately $30,000,000 to $40,000,000 of steel annually in a variety of forms including rod, wire, bar, structural and others. Generally, as we experience fluctuations in our costs, we reflect them as price increases or surcharges to our customers with the goal of being margin neutral.

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We are also looking for opportunities for growth via strategic acquisitions or joint ventures. The focus of our acquisition strategy centers on product line expansion in alignment with our existing core product offering and opportunities for non-U.S. market penetration, such as the STAHL acquisition.

We operate in a highly competitive and global business environment. We face a variety of opportunities in those markets and geographies, including trends toward increased utilization of the global labor force and the expansion of market opportunities in Asia and other emerging markets. While we continue to execute our long-term growth strategy, we are supported by our solid capital structure, including our liquidity position and flexible debt structure.

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Results of Operations

Three Months Ended December 31, 2016 and December 31, 2015

Net sales in the fiscal 2017 quarter ended December 31, 2016 were $152,497,000, down $7,241,000 or 4.5% from the fiscal 2016 quarter ended December 31, 2015 net sales of $159,738,000. Net sales were positively impacted $212,000 by price increases, offset by $6,100,000 due to a decrease in sales volume. Foreign currency translation unfavorably impacted sales by $1,353,000 for the three months ended December 31, 2016.

Gross profit in the fiscal 2017 quarter ended December 31, 2016 was $44,821,000, a decrease of $3,520,000 or 7.3% from the fiscal 2016 quarter ended December 31, 2015 gross profit of $48,341,000. Gross profit margin decreased to 29.4% in the fiscal 2017 three months ended from 30.3% in fiscal 2016. The decrease in gross profit was due to $2,018,000 in decreased volume, $1,191,000 in decreased productivity and unfavorable manufacturing costs, $999,000 in increased product liability costs, and material inflation net of price increases of $31,000, net of $1,102,000 in fiscal 2016 purchase accounting amortization and facility consolidation costs which did not recur in fiscal 2017. The translation of foreign currencies had a $383,000 unfavorable impact on gross profit in the three months ended December 31, 2016.

Selling expenses were $17,988,000 and $19,295,000 in the fiscal 2017 and 2016 quarters ended December 31, 2016 and 2015, respectively. As a percentage of consolidated net sales, selling expenses remained consistent decreasing slightly to 11.8% from 12.1% in the fiscal 2017 and 2016 three months ended December 31, 2016 and 2015. Foreign currency translation had a $146,000 favorable impact on selling expenses.

General and administrative expenses were $19,751,000 and $16,399,000 in the fiscal 2017 and 2016 quarters ended December 31, 2016 and 2015, respectively. As a percentage of consolidated net sales, general and administrative expenses were 13.0% and 10.3% in the fiscal 2017 and 2016 three months ended December 31, 2016 and 2015. General and administrative expenses for the three months ended December 31, 2016 include STAHL related acquisition costs of $3,140,000. Foreign currency translation had a $119,000 favorable impact on general and administrative expenses.

Amortization of intangibles remained relatively consistent at $1,765,000 and $1,689,000 in the fiscal 2017 and 2016 third quarters ended December 31, 2016 and 2015, respectively.

Interest and debt expense was $2,299,000 in the quarter ended December 31, 2016 compared to $2,425,000 in the quarter ended December 31, 2015. The interest and debt expense primarily relates to the Company's Term Loan and Revolving Credit Facility.

Investment income of $61,000 and $164,000 in the fiscal 2017 and 2016 third quarters ended December 31, 2016 and 2015, respectively related to realized earnings on marketable securities held in the Company’s wholly owned captive insurance subsidiary.

Foreign currency exchange (gain) loss was $1,673,000 in the quarter ended December 31, 2016 compared to $476,000 in the quarter ended December 31, 2015 and is the result of foreign currency volatility related to foreign currency denominated purchases and intercompany debt. Additionally, the quarter ended December 31, 2016 includes a loss on the revaluation of a currency option related to the acquisition of STAHL in the amount of $1,826,000.

Income tax expense as a percentage of income from continuing operations before income tax expense was 67% and 14% in the quarters ended December 31, 2016 and December 31, 2015, respectively. Typically these percentages vary from the U.S. statutory rate primarily due to varying effective tax rates at the Company's foreign subsidiaries, and the jurisdictional mix of taxable income for these subsidiaries. Income tax expense for the three months ended December 31, 2016 was impacted by certain non-deductible STAHL related acquisition costs of $3,140,000 increasing the effective tax rate for the quarter by 29 percentage points.

For the three months ended December 31, 2015, income taxes as a percentage of income before income taxes was lower than our rate for fiscal 2016 due to the realization of certain tax credits during the quarter resulting in an income tax benefit of $1,150,000 reducing the effective tax rate for the quarter by 14 percentage points.

We estimate that the effective tax rate related to continuing operations will be approximately 31% to 36% for fiscal 2017. The increase from the previous estimate is due to the STAHL acquisition.

Nine Months Ended December 31, 2016 and December 31, 2015

Net sales in the fiscal 2017 nine months ended December 31, 2016 were $453,435,000, up $11,420,000 or 2.6% from the fiscal 2016 nine months ended December 31, 2015 net sales of $442,015,000. Net sales were positively impacted $40,311,000 by the

29

Magnetek acquisition and $812,000 by price increases, offset by $25,587,000 due to a decrease in sales volume. Foreign currency translation unfavorably impacted sales by $4,116,000 for the nine months ended December 31, 2016.

Gross profit in the fiscal 2017 nine months ended December 31, 2016 was $142,597,000, an increase of $3,727,000 or 2.7% from the fiscal 2016 nine months ended December 31, 2015 gross profit of $138,870,000. Gross profit margin remained consistent at31.4% in fiscal 2017 and 2016. The increase in gross profit was due to $14,240,000 from our Magnetek acquisition, $847,000 in increased productivity and favorable manufacturing costs, and $2,373,000 in fiscal 2016 purchase accounting amortization and facility consolidation costs which did not recur in fiscal 2017, offset by $10,041,000 in decreased volume, $2,276,000 in increased product liability costs due to legal settlements, and material inflation net of price increases of $177,000. The translation of foreign currencies had an $1,239,000 unfavorable impact on gross profit in the nine months ended December 31, 2016.

Selling expenses were $55,834,000 and $53,292,000 in the fiscal 2017 and 2016 nine months ended December 31, 2016 and 2015, respectively. As a percentage of consolidated net sales, selling expenses remained relatively consistent at 12.3% and 12.1% in the fiscal 2017 and 2016 nine months ended December 31, 2016 and 2015. The acquisition of Magnetek contributed an additional $5,063,000 in selling expense for the nine months ended December 31, 2016. Foreign currency translation had a $533,000 favorable impact on selling expenses.

General and administrative expenses were $52,346,000 and $53,541,000 in the fiscal 2017 and 2016 nine months ended December 31, 2016 and 2015, respectively. As a percentage of consolidated net sales, general and administrative expenses were 11.5% and 12.1% in the fiscal 2017 and 2016 nine months ended December 31, 2016 and 2015. Fiscal 2016 general administrative expenses included $5,746,000 in Magnetek acquisition deal costs and $2,300,000 in non-recurring acquisition-related severance costs. Excluding these non-recurring costs, the acquisition of Magnetek added an additional $2,728,000 to general and administrative expenses for the nine months ended December 31, 2016. Additionally, the Company incurred $3,140,000 in STAHL related acquisition costs in the nine months ended December 31, 2016. Foreign currency translation had a $328,000 favorable impact on general and administrative expenses.

Amortization of intangibles was $5,280,000 and $3,276,000 in the fiscal 2017 and 2016 nine months ended December 31, 2016 and 2015, respectively. The increase relates to amortization of intangibles acquired in the Magnetek acquisition.

Interest and debt expense was $7,398,000 in the nine months ended December 31, 2016 compared to $5,213,000 in the nine months ended December 31, 2015. The increase in interest and debt expense relates to increased borrowings used to fund the Magnetek purchase.

Investment income of $366,000 and $668,000 in the fiscal 2017 and 2016 nine months ended December 31, 2016 and 2015, respectively related to realized earnings on marketable securities held in the Company’s wholly owned captive insurance subsidiary.

Foreign currency exchange (gain) loss was 890,000 in the nine months ended December 31, 2016 compared to 1,750,000 in the nine months ended December 31, 2015 and is the result of foreign currency volatility related to foreign currency denominated purchases and intercompany debt. Additionally, the nine months ended December 31, 2016 includes a loss on the revaluation of a currency option related to the acquisition of STAHL in the amount of $1,826,000.

Income tax expense as a percentage of income from continuing operations before income tax expense was 36% and 40% in the nine months ended December 31, 2016 and December 31, 2015, respectively. Typically these percentages vary from the U.S. statutory rate primarily due to varying effective tax rates at the Company's foreign subsidiaries, and the jurisdictional mix of taxable income for these subsidiaries. Income tax expense for the nine months ended December 31, 2016 was impacted by certain non-deductible STAHL related acquisition costs of $3,140,000 increasing the effective tax rate for the quarter by 2 percentage points.

30

Liquidity and Capital Resources

Cash and cash equivalents totaled $51,538,000 at December 31, 2016, a decrease of $65,000 from the March 31, 2016 balance of $51,603,000.

Cash flow provided by operating activities

Net cash provided by operating activities was $48,520,000 for the nine months ended December 31, 2016 compared with net cash provided by operating activities of $32,902,000 for the nine months ended December 31, 2015. In addition to net income and adjustments to net income, net cash provided by operating activities for the nine months ended December 31, 2016 consisted of net collections on trade accounts receivable of $6,909,000 and a reduction in inventory of $5,267,000. This increase in cash was offset by a decrease in trade accounts payable and non-current liabilities of $5,465,000 and $8,239,000, respectively. The reduction in non-current liabilities was primarily due to contributions made to the Magnetek pension plan as well as certain legal settlements paid.

In connection with the acquisition of Magnetek, there are approximately $56,000,000 in deferred tax assets related to net operating losses that will reduce cash taxes paid in future years.

The net cash provided by operating activities for the nine months ended December 31, 2015 consisted of net collections on trade accounts receivable of $13,451,000. This increase in cash was offset by a decrease in trade accounts payable and non-current liabilities of $9,713,000 and $9,520,000, respectively. The reduction in non-current liabilities was primarily due to contributions made to our pension plans.

Cash flow provided by investing activities

Net cash used for investing activities was $8,138,000 for the nine months ended December 31, 2016 compared with net cash used for investing activities of $196,492,000 for the nine months ended December 31, 2015. The most significant source of cash provided by investing activities in the nine months ended December 31, 2016 is $10,094,000 in net cash proceeds from the sale of marketable equity securities. Offsetting this source of cash are capital expenditures totaling $11,274,000 and the acquisition of Ergomatic of which $588,000 was paid during the nine months ended December 31, 2016. Additionally, the Company paid $6,370,000 for a foreign currency option agreement to offset the change in value of the purchase price of STAHL due to a change in foreign exchange rates.

The most significant use of cash for the nine months ended December 31, 2015 relates to our acquisition of Magnetek which totaled $182,467,000, net of cash acquired. Capital expenditures for the nine months ended December 31, 2015 totaled $15,518,000.

Cash flow provided by financing activities

Net cash used for financing activities was $36,506,000 for the nine months ended December 31, 2016 compared with net cash provided by financing activities of $151,147,000 for the nine months ended December 31, 2015. The most significant uses of cash were repayments on our revolving credit facility of $23,500,000 and repayments on our other long term debt totaling $9,792,000, of which $9,375,000 is scheduled principal payments on our Term Loan. In connection with the acquisition of Ergomatic, the Company withheld $588,000 to be paid to the seller upon satisfaction of certain conditions. This cash was classified as other assets on the Company's balance sheet and was classified as a use of cash for financing activities. The remaining net cash used for financing activities for the nine months ended December 31, 2016 primarily relates to dividends paid of $2,421,000 and $205,000 in net outflows from stock related transactions.

The most significant source of cash for the nine months ended December 31, 2015 was net borrowings under our revolving credit facility of $164,057,000. This borrowing was used to fund the Magnetek acquisition. Offsetting this source of cash was $9,854,000 used for the repayment of debt. The remaining net cash used for financing activities for the nine months ended December 31, 2015 primarily relates to dividends paid of $2,408,000 and $648,000 in net outflows from stock related transactions.

We believe that our cash on hand, cash flows, and borrowing capacity under our New Revolving Credit Facility will be sufficient to fund our ongoing operations and budgeted capital expenditures for at least the next twelve months. This belief is dependent upon successful execution of our current business plan and effective working capital utilization. No material restrictions exist in accessing cash held by our non-U.S. subsidiaries.  Additionally we expect to meet our U.S. funding needs without repatriating non-U.S. cash and incurring incremental U.S. taxes. As of December 31, 2016, $45,837,000 of cash and cash equivalents were held by foreign subsidiaries.

31

On September 2, 2015 the Company exercised the $75,000,000 Accordion Feature offered under the New Credit Agreement. The existing Lenders provided additional commitments for the incremental $75,000,000, bringing the total available borrowing capacity under the New Revolving Credit facility to an aggregate of $225,000,000. The existing Lenders also amended the provisions to the New Revolving Credit facility to permit the Company from time to time to increase the aggregate amount of the credit facility by up to an additional $75,000,000 with Lender approval.

Additionally, on September 2, 2015, the Company borrowed $195,000,000 under the New Revolving Credit facility. The proceeds were net of fees paid to the lenders of $943,000 which were accounted for as a debt discount. The company used $188,900,000 of the proceeds to purchase 100% of the stock of Magnetek as described in Note 2. The Company repaid $63,500,000 of the amount borrowed by December 31, 2016.

The outstanding balance of the Term Loan is $103,125,000 as of December 31, 2016. The Company made $3,125,000 of scheduled principal payments during the quarter ended December 31, 2016 and $9,375,000 during the nine months ended December 31, 2016. The Company is contractually required to pay $12,500,000 in principal annually. As such, $12,500,000 of the amounts borrowed have been recorded within the current portion of long term debt on the Company's condensed consolidated balance sheet with the remaining balance recorded as long term debt.

The unused portion of the Current Revolving Credit Facility totaled $89,476,000, net of outstanding borrowings of $131,500,000, and outstanding letters of credit of $4,024,000, as of December 31, 2016. The outstanding letters of credit at December 31, 2016 consisted of $147,000 in commercial letters of credit and $3,877,000 of standby letters of credit. The unused portion of the Current Revolving Credit Facility combined with our cash balance yields total liquidity of $141,014,000 at December 31, 2016.

On December 7, 2016, the Company announced that it had entered into an Agreement to acquire from Konecranes Plc all of the issued and outstanding capital stock of the STAHL CraneSystems businesses (“STAHL”), including STAHL CraneSystems GmbH and nine STAHL affiliates.

In connection with the close of the STAHL acquisition, the Company is expected to borrow up to $545,000,000 under a New Senior Secured Credit Facility (“New Facilities”). The New Facilities will consist of a New Revolving Facility in the amount of $100,000,000 and a $445,000,000 1st Lien Term Loan. Proceeds from the New Facility will be used to fund the STAHL acquisition, pay fees and expenses associated with the acquisition and refinance the Company’s existing Term Loan and Credit Facility.

The Company expects to finalize the debt agreements substantially concurrently with the closing of the Acquisition which is expected to close on or about January 31, 2017.

On December 18, 2016, the Company entered into a definitive agreement to sell 2,273,000 shares of its common stock (Equity Offering), which is expected to result in gross proceeds of $50,000,000 and net proceeds of $47,200,000 (after deducting transaction fees and expenses). The Company expects to use the net proceeds to fund in part the previously announced acquisition of STAHL, thereby reducing the amount of post-acquisition leverage and the cost of the debt.

In accordance with the ASU No. 2015-03 "Interest - Imputation of Interest (subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" issued by the FASB in April 2015, Term Loan related deferred financing costs and accumulated amortization netting to $193,000 as of March 31, 2016 have been reclassified from other assets to discount on term loan on the Company's condensed consolidated balance sheet. The balance at December 31, 2016 is $156,000.

The gross balance of deferred financing costs associated with the New Revolving Credit Facility and included in other assets is $1,574,000 as of December 31, 2016 and March 31, 2016. The accumulated amortization balances were $603,000 and $367,000 as of December 31, 2016 and March 31, 2016 respectively.

During the three months ended December 31, 2016, the Company paid a one-time lump sum to a certain pension participants. The lump sum payment does not meet the criteria for settlement accounting. Further, the payment had no impact on the financial statements in the three months ended and is expected to favorably impact the Company's projected pension cost in future periods.

On June 22, 2007, the Company recorded a capital lease resulting from the sale and partial leaseback of its facility in Charlotte, NC under a 10 year lease agreement. The Company also has capital leases on certain production machinery and equipment. The outstanding balance on the capital lease obligations of $688,000 and $1,590,000 as of December 31, 2016 and March 31, 2016, respectively, are included in current portion of long-term debt and senior debt in the consolidated balance sheets. $551,000 of the capital lease liability has been recorded within the current portion of long term debt on the Company's condensed consolidated balance sheet with the remaining balance recorded as long term debt.

32

Unsecured and uncommitted lines of credit are available to meet short-term working capital needs for certain of our subsidiaries operating outside of the U.S. The lines of credit are available on an offering basis, meaning that transactions under the line of credit will be on such terms and conditions, including interest rate, maturity, representations, covenants and events of default, as mutually agreed between our subsidiaries and the local bank at the time of each specific transaction. As of December 31, 2016, unsecured credit lines totaled approximately $4,419,000, of which $0 was drawn. In addition, unsecured lines of $10,048,000 were available for bank guarantees issued in the normal course of business, of which $3,711,000 was utilized.

Capital Expenditures

In addition to keeping our current equipment and plants properly maintained, we are committed to replacing, enhancing and upgrading our property, plant and equipment to support new product development, improve productivity and customer responsiveness, reduce production costs, increase flexibility to respond effectively to market fluctuations and changes, meet environmental requirements, enhance safety and promote ergonomically correct work stations. Consolidated capital expenditures for the nine months ended December 31, 2016 and December 31, 2015 were $11,274,000 and $15,518,000, respectively. We expect capital spending for fiscal 2017 to be approximately $16,000,000.

Inflation and Other Market Conditions

Our costs are affected by inflation in the U.S. economy and, to a lesser extent, in non-U.S. economies including those of Europe, Canada, Mexico, South America and Asia-Pacific. We do not believe that general inflation has had a material effect on our results of operations over the periods presented primarily due to overall low inflation levels over such periods and our ability to generally pass on rising costs through annual price increases and surcharges. However, increases in U.S. employee benefits costs such as health insurance and workers compensation insurance have exceeded general inflation levels. In the future, we may be further affected by inflation that we may not be able to pass on as price increases. With changes in worldwide demand for steel and fluctuating scrap steel prices over the past several years, we experienced fluctuations in our costs that we have reflected as price increases and surcharges to our customers. We believe we have been successful in instituting surcharges and price increases to pass on these material cost increases. We will continue to monitor our costs and reevaluate our pricing policies.

Goodwill Impairment Testing

We test goodwill for impairment at least annually and more frequently whenever events occur or circumstances change that indicate there may be impairment.  These events or circumstances could include a significant long-term adverse change in the business climate, poor indicators of operating performance, or a sale or disposition of a significant portion of a reporting unit.

We test goodwill at the reporting unit level, which is one level below our operating segment.  We identify our reporting units by assessing whether the components of our operating segment constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components.  We also aggregate components that have similar economic characteristics into single reporting units (for example, similar products and / or services, similar long-term financial results, product processes, classes of customers, etc.). We have four reporting units, only two of which have goodwill. Our Duff Norton reporting unit and Rest of Products reporting unit had goodwill totaling $9,542,000 and $158,971,000, respectively, at December 31, 2016. 

Refer to our 2016 10-K for additional information regarding our annual goodwill impairment process. We currently do not believe that it is more likely than not that the fair value of each of our reporting units is less than that its applicable carrying value. Additionally, we currently do not believe that we have any significant impairment indicators or that any of our reporting units with goodwill are at risk of failing Step One of the goodwill impairment test. However, if the projected long-term revenue growth rates, profit margins, or terminal growth rates are significantly lower, and/or the estimated weighted-average cost of capital is considerably higher, future testing may indicate impairment of one or more of the Company’s reporting units and, as a result, the related goodwill may be impaired.

Seasonality and Quarterly Results

Quarterly results may be materially affected by the timing of large customer orders, periods of high vacation and holiday concentrations, legal settlements, gains or losses in our portfolio of marketable securities, restructuring charges, favorable or

33

unfavorable foreign currency translation, divestitures and acquisitions. Therefore, the operating results for any particular fiscal quarter are not necessarily indicative of results for any subsequent fiscal quarter or for the full fiscal year.

Effects of New Accounting Pronouncements

Information regarding the effects of new accounting pronouncements is included in Note 14 to the accompanying consolidated financial statements included in this quarterly report on form 10-Q.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by us and our subsidiaries, conditions affecting our customers and suppliers, competitor responses to our products and services, the overall market acceptance of such products and services, facility consolidations and other restructurings, our asbestos-related liability, the integration of acquisitions and other factors disclosed in our periodic reports filed with the Commission. Consequently such forward-looking statements should be regarded as our current plans, estimates and beliefs. We do not undertake and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the market risks since the end of fiscal 2016.

Item 4.    Controls and Procedures

As of December 31, 2016, an evaluation was performed under the supervision and with the participation of the Company’s management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the chief executive officer and chief financial officer, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2016, to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is made known to them on a timely basis, and that these disclosure controls and procedures are effective to ensure such information is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

There have been no changes in the Company’s internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

34

Part II.    Other Information

Item 1.    Legal Proceedings – none.

Item 1A.        Risk Factors

There have been no material changes from the risk factors as previously disclosed in the Company’s 2016 10-K for the year ended March 31, 2016 other than the following which has been added:

The expected acquisition of STAHL on or about January 31, 2017 will result in a significant increase to the Company’s long term borrowings.

The increased amount of long term borrowings could, among other things, require the Company to dedicate a large portion of its cash flow to the servicing and repayment of its outstanding indebtedness, thereby reducing funds available for other operating activities, which could adversely affect our financial condition and results of operations, and adversely affect our ability to pay dividends.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds – none.

Item 3.    Defaults upon Senior Securities – none.

Item 4.    Mine Safety Disclosures – Not applicable

Item 5.    Other Information – none.

35

Item 6.    Exhibits

Exhibit 10.1	Share Purchase Agreement Between Konecranes and Columbus McKinnon Corporation
Exhibit 31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101*	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended December 31, 2016, formatted in XBRL, as follows:
	(i) Condensed Consolidated Balance Sheets December 31, 2016 and March 31, 2016;
	(ii) Condensed Consolidated Statements of Operations and Retained Earnings for the three and nine months ended December 31, 2016 and 2015;
	(iii) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2016 and 2015;
	(iv) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended December 31, 2016 and 2015
	(v) Notes to Condensed Consolidated Financial Statements.

*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

36

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
	(Registrant)
Date: January 26, 2017	/S/   GREGORY P. RUSTOWICZ
	Gregory P. Rustowicz
	Vice President Finance and Chief Financial Officer
	(Principal Financial Officer)

37

EX-10.1

EXHIBIT 10.1

Share Purchase Agreement

between

Konecranes

and

Columbus McKinnon

dated 30 November 2016

regarding the sale and purchase of STAHL CraneSystems

1

TABLE OF CONTENTS

Page

TABLE OF CONTENTS............................................................................. 2

List of Exhibits.............................................................................................. 6

Index of Defined Terms................................................................................ 8

Recitals.......................................................................................................... 14

Section 1 Status; Sale and Transfer of the Sold Shares............................. 15

1.1 Current Status.........................................................................................    15

1.2 Sale and Purchase of the Sold Shares....................................................    16

1.3 Transfer of the Sold Shares.....................................................................    17

1.4 Rights and Obligations Pertaining to the Sold Shares...........................    19

Section 2 Purchase Price.............................................................................. 20

2.1 Purchase Price........................................................................................    20

2.2 Cash; Debt; Working Capital.................................................................    21

2.3 Financing of the STAHL CS Companies...............................................    23

2.4 Payments on the Scheduled Closing Date..............................................    24

2.5 Adjustment of Estimated Purchase Price...............................................    25

2.6 Mode of Payment; Default; Set-off........................................................    26

Section 3 Effective Date Accounts............................................................... 27

3.1 Preparation of Effective Date Accounts.................................................    27

3.2 Accounting Principles............................................................................    28

3.3 Review of Effective Date Accounts.......................................................    28

3.4 Dispute Resolution.................................................................................    29

3.5 Final Amounts........................................................................................    30

2

Section 4 Closing........................................................................................... 30

4.1 Place and Time of Closing.....................................................................    30

4.2 Conditions to Closing.............................................................................    31

4.3 Merger Control Proceedings; Other Regulatory Requirements.............    32

4.4 Actions on the Scheduled Closing Date.................................................    33

Section 5 Representations and Warranties of Sellers................................ 34

5.1 Existence and Authorization of Sellers..................................................    35

5.2 Legal Organization of the STAHL CS Companies................................    36

5.3 Ownership of Shares; Shareholdings.....................................................    36

5.4 Financial Statements..............................................................................    37

5.5 Title to Assets; Encumbrances...............................................................    38

5.6 Intellectual Property Rights...................................................................    39

5.7 Governmental Permits; Compliance with Laws....................................    40

5.8 Litigation................................................................................................    41

5.9 Employee and Labor Matters.................................................................    41

5.10 Material Agreements..............................................................................    42

5.11 Insurance Coverage................................................................................    44

5.12 Product Liability.....................................................................................    44

5.13 Finders' Fees...........................................................................................    44

5.14 Conduct of Business since 30 June 2016...............................................    44

5.15 No Other Representations and Warranties.............................................    45

Section 6 Representations and Warranties of Purchaser and

Purchaser's Guarantor ................................................................................. 46

6.1 Existence and Authorization of Purchaser, Purchaser's Guarantor and Other

Transferees....................................................................................................... 46

6.2 Finders' Fees...........................................................................................    47

3

6.3 Financial Capability...............................................................................    47

6.4 Purchase for Investment.........................................................................    48

6.5 Certain Information Related to Merger Control.....................................    48

Section 7 Covenants...................................................................................... 48

7.1 Conduct of Business Prior to Closing....................................................    48

7.2 Access to Information prior to Closing..................................................    50

7.3 Carve-Out...............................................................................................    51

7.4 Certain Agreements between Sellers' Group and the STAHL CS

Companies...................................................................................................... 52

7.5 Release from Guarantees.......................................................................    53

7.6 Resignations...........................................................................................    54

7.7 Use of Certain Marks.............................................................................    54

7.8 Non-Solicitation.....................................................................................    55

7.9 Insurance................................................................................................    55

7.10 Access to Information and Cooperation after the Closing Date............    55

7.11 Due Inquiry............................................................................................    56

7.12 Further Assurances.................................................................................    56

Section 8 Indemnification............................................................................ 57

8.1 Indemnification by Seller 1 and Purchaser............................................    57

8.2 Losses Reflected in Financial Statements; Certain Offsets...................    58

8.3 Disclosed or Known Matters..................................................................    59

8.4 Thresholds and Aggregate Amounts of Sellers' Liability.......................    60

8.5 Limitation Periods..................................................................................    61

8.6 Indemnification Procedures...................................................................    62

8.7 Certain Indemnities by Purchaser..........................................................    64

8.8 Indemnity by Seller 7.............................................................................    65

4

8.9 W&I Insurance.......................................................................................    66

8.10 No Additional Rights or Remedies........................................................    67

Section 9 Taxes.............................................................................................. 67

9.1 Tax Warranty..........................................................................................    68

9.2 Tax Indemnity.........................................................................................    68

9.3 Tax Refunds.............................................................................................    71

9.4 Tax Groups.............................................................................................    72

9.5 Cooperation in Tax Matters; Tax Audits and Proceedings.....................    74

9.6 Allowance and Aggregate Amounts of Parties' Liability.......................    76

9.7 Limitation Periods..................................................................................    76

9.8 Purchase Price Adjustments...................................................................    77

9.9 Miscellaneous.........................................................................................    77

9.10 Exclusivity..............................................................................................    78

Section 10 Termination................................................................................ 78

10.1 Termination Rights.................................................................................    78

10.2 Effects of Termination............................................................................    79

Section 11 Hold Separate............................................................................. 79

Section 12 Miscellaneous............................................................................. 80

12.1 Notices...................................................................................................    80

12.2 Public Disclosure; Confidentiality.........................................................    81

12.3 Costs and Expenses................................................................................    81

12.4 Entire Agreement; Amendments and Waivers; Assignments.................    82

12.5 Liability..................................................................................................    82

12.6 Governing Law; Jurisdiction; Service of Process..................................    83

12.7 Interpretation; Definitions......................................................................    83

12.8 Severability.............................................................................................    84

5

LIST OF EXHIBITS

Exhibit 1.1	Details of share capital and shares issued
Exhibit 1.3(a)	German Transfer Agreement
Exhibit 1.3(b)	Portuguese Transfer Agreement
Exhibit 1.3(c)	French Transfer Agreement
Exhibit 1.3(d)	Spanish Transfer Agreement
Exhibit 1.3(e)	UK Transfer Agreement
Exhibit 1.3(f)	US Transfer Agreement
Exhibit 1.3(g)	Indian Transfer Agreement
Exhibit 1.3(h)	Singapore Transfer Agreement
Exhibit 2.1(b)	Purchase Price Allocation
Exhibit 2.4(c)	Sellers' Bank Account
Exhibit 3.1(a)	Agreed-Upon Procedures
Exhibit 3.2	Reference Financial Statements
Exhibit 5.5(b)	Liens, Pledges, Other Rights and Encumbrances
Exhibit 5.5(c)	List of Real Properties
Exhibit 5.6(a)	List of Patents, Trademarks and Domain Names incl. Fees paid
Exhibit 5.6(d)	Challenges of /Claims against Intellectual Property Rights or Employee Invention Remuneration
Exhibit 5.7(c)	Environmental Matters
Exhibit 5.8	List of Lawsuits or other Proceedings
Exhibit 5.9(a)	Key Employees
Exhibit 5.9(b)	List of material Collective Agreements with Unions, Works Councils etc.
Exhibit 5.9(d)	List of Pension Commitments
Exhibit 5.10(a)	Material Agreements
Exhibit 5.11	List of Material Insurance Policies
Exhibit 5.12	List of Product Liabilities and Recalls
Exhibit 5.14	Exceptions from Ordinary Course of Business since 30 June 2016
Exhibit 7.1(a)	Conduct of Business
Exhibit 7.3(b)	IT Carve-Out Description
Exhibit 7.3(c)	Carve-Out IP to be transferred from Sellers' Group to STAHL CS
Exhibit 7.4(a)	List of Agreements to be terminated between Sellers' Group and STAHL CS Companies
Exhibit 7.4(b)	TSA
Exhibit 7.4(c)	Konecranes Products Supply Agreement

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Exhibit 7.4(d)	STAHL CS Products Supply Agreement
Exhibit 7.4(e)	License Agreement
Exhibit 7.4(f)	Back-License Agreement
Exhibit 7.5(a)	List of Sellers' Guarantees
Exhibit 7.6	Resignations of certain Board Members
Exhibit 7.7(b)	Restrictions regarding Use of Name Components STAHL

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INDEX OF DEFINED TERMS

Defined Term	Section
Accounting Firm	Section 3.4(a)
Agreed Upon Procedures	Section 3.1
Agreement	Introductory paragraph
BackLicense Agreement	Section 7.4(f)
Beneficiaries	Section 8.7
Business Day	Section 12.7(f)
Carve-Out	Section 7.3
Carve-Out IP	Section 7.3(c)
Cash	Section 2.2(a)
Cash Pools	Section 2.3(a)
Certificate	Section 3.1(a)
Chinese Shares	Section 1.1(i)
Chinese Intra-Group Transfer	Section 1.1
Closing	Section 4.1
Closing Conditions	Section 4.2(a)
Closing Date	Section 4.1
Closing Events	Section 4.4
CM France	Section 1.3(c)
CM Germany	Section 1.3(a)
CM Singapore	Section 1.3(g)
CM Singapore II	Section 1.3(h)
CM Spain	Section 1.3(d)
CM UK	Section 1.3(e)
Commitments	Recitals
Confidentiality Agreement	Section 10.2
Designated Transferee	Section 1.3(i)
Earn-Out Amount	Section 2.1(a)(v)
Effective Date	Section 1.4(b)
Effective Date Accounts	Section 3.1(a)
Enterprise Value	Section 2.1(a)(i)
Estimated Purchase Price	Section 2.4(b)
EU Decision	Recitals
Excess Amount	Section 2.5(a)
Exchange Rates	Section 12.7(g)
Exempted Claims	Section 8.4(a)
E&Y	Section 3.1(a)
Final Purchase Price	Section 2.4(a)
Financial Debt	Section 2.2(b)
French Shares	Section 1.1(c)

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French Transfer Agreement	Section 1.3(c)
German Shares	Section 1.1(a)
German Tax Group German Transfer Agreement	Section 9.4(a) Section 1.3(a)
Governmental Permits	Section 5.7(a)
Hedges	Section 2.3(c)
Indemnification Claim	Section 9.2(a)
Indian Shares	Section 1.1(g)
Indian Transfer Agreement	Section 1.3(g)
Insurer	Section 8.9(d)
Intellectual Property	Section 5.6(f)
IT Carve-Out	Section 7.3(b)
Key Employees	Section 5.9(a)
Konecranes	Recitals
Konecranes Products Supply Agreement	Section 7.4(c)
License Agreement	Section 7.4(e)
Losses	Section 8.1(a)(i)
Loss Compensation Receivable	Section 2.2(a)(ii)
Material Agreements	Section 5.10(a)
Monitoring Trustee	Recitals
Other Tax Groups	Section 9.4(b)
Other Transferees	Section 1.3 (h)
Owned Intellectual Property Rights	Section 5.6(a)
Party, Parties	Introductory paragraph
Physical Data Room	Section 8.3(a)(iii)
Portuguese Shares	Section 1.1(b)
Portuguese Transfer Agreement	Section 1.3(b)
Pre-Effective Date Tax Period	Section 9.2(a)
Profit and Loss Transfer Agreement	Section 2.2(a)(ii)
Profit Transfer Payable	Section 2.2(b)(ii)
Purchase Price	Section 2.1(a)
Purchase Price Interest	Section 2.1(a)
Purchase Price Allocation	Section 2.1(b)
Purchaser	Introductory paragraph
Purchaser's Bank Account	Section 2.5(a)
Purchaser's Group	Recitals
Purchaser's Guarantor	Introductory paragraph
Reference Financial Statements	Section 3.2
Reverse Tax Benefit	Section 9.4(e)
Reverse Tax Benefit Claim	Section 9.4(e)
Scheduled Closing Date	Section 4.1
Seller/Sellers	Introductory paragraph
Sellers 1-8	Introductory paragraph
Seller 7 Indian Shares	Section 1.1(g)
Seller 8 Indian Shares	Section 1.1(g)

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Sellers' Bank Account	Section 2.4(c)
Sellers' Group	Recitals
Sellers' Guarantees	Section 7.5(a)
Sellers' Guarantor	Introductory paragraph
Sellers' Knowledge	Section 5(a)
Sellers' Marks	Section 7.7(a)
Share Transfer Agreements	Section 1.3
Shortfall	Section 2.5(a)
Signing Date	Introductory paragraph
Singapore Shares	Section 1.1(h)
Singapore Transfer Agreement	Section 1.3(h)
Sold Shares	Section 1.1
Spanish Shares	Section 1.1(d)
Spanish Transfer Agreement	Section 1.3(d)
STAHL CS Affiliates	Recitals, Section 1.1
STAHL CS Business	Recitals
STAHL CS Companies	Recitals
STAHL CS China	Section 1.1(i)
STAHL CS Germany	Recitals
STAHL CS France	Section 1.1(c)
STAHL CS India	Section 1.1(g)
STAHL CS Portugal	Section 1.1(b)
STAHL CS Products Supply Agreement	Section 7.4(d)
STAHL CS Singapore	Section 1.1(h)
STAHL CS Spain	Section 1.1(d)
STAHL CS UK	Section 1.1(e)
STAHL CS US	Section 1.1(f)
STAHL CS UAE	Section 1.1(a)
STAHL CS 2016 EBITDA	Section 2.2(d)(i)
Submission	Section 4.3(f)
Tax	Section 9.2(a)
Tax Benefit	Section 9.2(c)(vi)
Tax Litigation	Section 9.5(e)
Tax Refund	Section 9.3(a)
Tax Returns	Section 9.5(b)
Tax Warranties	Section 9.1
Taxing Authority	Section 9.2(a)
Third Party Claim	Section 8.6(b)
TSA	Section 7.4(b)

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UAE Shares	Section 5.3(b)
UK Shares	Section 1.1(e)
UK Transfer Agreement	Section 1.3(e)
Upstream Loans	Section 2.3(b)
US Shares	Section 1.1(f)
US Transfer Agreement	Section 1.3(f)
VAT Vendor Reports	Section 2.1(c) Section 8.3(a)(iv)
Virtual Data Room	Section 8.3(a)(ii)
Warranty/Warranties	Section 5
Weingärtner Claims	Section 8.8
Weingärtner Proceedings	Section 8.8
Working Capital	Section 2.2(c)
W&I Insurance	Section 8.9

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This share purchase agreement (the "Agreement") is entered into on this 30 November 2016 (the "Signing Date") by and between

(1) Konecranes Holding GmbH, a limited liability company incorporated under German law, registered with the commercial register of the local court of Mannheim under HRB 702790("Seller 1"), and

(2) Konecranes Finland Oy, a limited company incorporated under Finnish law, registered with the Finnish Trade Register under Business ID 0950895-1 ("Seller 2"), and

(3) KCI Holding France S.A., a public limited company incorporated under French law, registered with the trade and companies register (registre de commerce et des sociétés) Chartres under no. B 407 484 690 ("Seller 3"), and

(4) Konecranes Holding B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under No. 36049461 ("Seller 4"), and

(5) KCI Holding UK Limited, a private limited company incorporated under the laws of England and Wales, registered with Companies House under 02911925 ("Seller 5"), and

(6) KCI Holding USA Inc., a corporation incorporated under the laws of Delaware, USA, ("Seller 6"), and

(7) Konecranes Finance Oy, a limited company incorporated under Finnish law, registered with the Finnish Trade register under Business ID 0762658-3("Seller 7" or "Sellers' Guarantor", depending on the context), and

(8) KCI Cranes Holding (Singapore) Pte. Ltd., a private limited company incorporated under the laws of Singapore, registered with the Accounting and Corporate Regulatory Authority Singapore under 199305641E ("Seller 8")

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each of Seller 1 to Seller 8 is herein referred to as a "Seller" and together the "Sellers", and

(9) Columbus McKinnon Dutch Holdings 3 B.V., a limited liability company incorporated under the laws of The Netherlands, registered with the Dutch Trade Register under number 55708080 ("Purchaser"), and

(10) Columbus McKinnon Corporation, a stock corporation incorporated under the laws of the state of New York, United States of America, with its business seat at 205 Crosspoint Parkway, Getzville, New York 14068, United States of America ("Purchaser's Guarantor").

Sellers as well as Purchaser and Purchaser's Guarantor are together referred to herein as the "Parties" or each of them individually a "Party".

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RECITALS

1.     STAHL CraneSystems GmbH ("STAHL CS Germany") and the STAHL CS Affiliates (as defined in Section 1.1, and together with STAHL CS Germany the "STAHL CS Companies") are active in the business for hoist technology, crane components and other material handling equipment (the "STAHL CS Business"). All of the shares in the STAHL CS Companies are indirectly held by Konecranes Plc, Hyvinkää, Finland, a public limited company incorporated under Finnish law ("Konecranes").

2. By decision of 8 August 2016 (the "EU Decision") the European Commission has cleared the acquisition by Konecranes of the material handling and port solutions business of Terex Corporation (case no. COMP/M.7792) and has made the clearance conditional upon the divestment of the STAHL CS Business by Konecranes, as further detailed in the Commitments submitted by Konecranes to the European Commission (the "Commitments"). In connection with the compliance with the Commitments, Grant Thornton UK LLP, has been appointed as the Monitoring Trustee (the "Monitoring Trustee").

3. Purchaser is an indirect subsidiary of Purchaser's Guarantor. Purchaser's Guarantor is a leading worldwide designer, manufacturer and marketer of hoists, cranes, actuators, chain, forged attachments, drives, and other material handling products serving a wide variety of commercial and industrial end-user markets.

4. Each of the Sellers is a direct or indirect subsidiary of Konecranes. Konecranes and all entities affiliated with Konecranes within the meaning of Section 15 of the German Stock Corporation Act (AktG), except for the STAHL CS Companies, are referred to herein as the "Sellers' Group". Purchaser and all entities affiliated with Purchaser within the meaning of Section 15 of the German Stock Corporation Act (AktG) are referred to herein as the "Purchaser's Group".

NOW, THEREFORE, the Parties agree as follows:

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Section 1Status; Sale and Transfer of the Sold Shares

1.1 Current Status

The shares in the STAHL CS Companies are held as follows:

(a) Seller 1 holds all of the shares (the "German Shares") in STAHL CS Germany consisting of one share with the continuous number (laufende Nummer) 1 and a nominal amount of EUR 6,500,000. Stahl CS Germany holds 100% of the shares in STAHL CraneSystems FZE, United Arabian Emirates ("STAHL CS UAE").

(b) All of the quota shares (the "Portuguese Shares") in Ferrometal Limitada, Portugal ("STAHL CS Portugal") are held by (i) Seller 2 holding one quota in the nominal amount of EUR 555,000 and (ii) Seller 4 holding one quota in the nominal amount of EUR 170,017.33 and one quota in the nominal amount of EUR 24,982.67.

(c) Seller 3 holds all of the shares (the "French Shares") in STAHL CraneSystems S.A.S. ("STAHL CS France") consisting of 9,500 shares in the nominal amount of EUR 28.42 each.

(d) Seller 4 holds all of the shares (the "Spanish Shares") in STAHL CraneSystems S.L., Sociedad Unipersonal, Spain ("STAHL CS Spain") consisting of 3,200 shares in the nominal amount of EUR 1 each.

(e) Seller 5 holds all of the shares (the "UK Shares") in STAHL CraneSystems Ltd. ("STAHL CS UK") consisting of two shares in the nominal amount of GBP 1 each.

(f) Seller 6 holds all of the shares (the "US Shares") in STAHL CraneSystems Inc. ("STAHL CS US") consisting of 1,500 shares, all of which are without par value and classified as common stock.

(g) All of the shares (the "Indian Shares") in STAHL CraneSystems (India) Pvt. Ltd. ("STAHL CS India") consisting of 40,198 shares in the nominal amount of INR 10 each, are held by (i) Seller 7 holding 0.01% of the Indian Shares ("Seller 7 Indian Shares") and (ii) Seller 8 holding 99.99% of the Indian Shares ("Seller 8 Indian Shares").

(h) Seller 8 holds all of the shares (the "Singapore Shares") in STAHL CraneSystems Pte. Ltd. ("STAHL CS Singapore") consisting of one share in the nominal amount of SGD 1.

(i) Seller 8 holds all of the shares (the "Chinese Shares") in STAHL CraneSystems (Shanghai) Co. Ltd. ("STAHL CS China").

Seller 8 has already started the preparations for transferring all of the Chinese Shares to STAHL CS Germany (the "Chinese Intra-Group Transfer") for a purchase price of EUR 1 (in words: Euro one), such Chinese Intra-Group Transfer to be completed prior to the Closing Date.

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The German Shares, the Portuguese Shares, the French Shares, the Spanish Shares, the UK Shares, the US Shares, the Indian Shares and the Singapore Shares are herein together referred to as the "Sold Shares". STAHL CS Portugal, STAHL CS France, STAHL CS Spain, STAHL CS UK, STAHL CS US, STAHL CS India, STAHL CS Singapore, STAHL CS China and STAHL CS UAE are herein referred to as the "STAHL CS Affiliates".

Details of the share capital and the shares issued by the STAHL CS Companies are set forth in Exhibit 1.1.

1.2 Sale and Purchase of the Sold Shares

With economic effect (mit wirtschaftlicher Wirkung) as of 1 January 2017, 00.00 hours CET, the Sold Shares are hereby sold to Purchaser as follows:

(a) Seller 1 hereby sells the German Shares to Purchaser;

(b) Seller 2 and Seller 4 hereby sell their respective portion of the Portuguese Shares as set forth in Section 1.1(b) above to Purchaser;

(c) Seller 3 sells the French Shares to Purchaser;

(d) Seller 4 sells the Spanish Shares to Purchaser;

(e) Seller 5 sells the UK Shares to Purchaser;

(f) Seller 6 sells the US Shares to Purchaser;

(g) Seller 7 and Seller 8 hereby sell their respective portion of the Indian Shares as set forth in Section 1.1(g) above to Purchaser;

(h) Seller 8 sells the Singapore Shares to Purchaser;

and Purchaser hereby accepts such sale of the Sold Shares.

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1.3 Transfer of the Sold Shares

On the Scheduled Closing Date (as defined in Section 4.1 below) the Sold Shares shall be transferred by the respective Sellers on the basis of the following documents (together the "Share Transfer Agreements"):

(a) The German Shares shall be transferred to Columbus McKinnon EMEA GmbH, a limited liability company incorporated under German law, registered with the commercial register of the local court of Wuppertal under HRB 24473, ("CM Germany")on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(a) (the "German Transfer Agreement");

(b) The Portuguese Shares shall be transferred to CM Germanyon the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(b) (the "Portuguese Transfer Agreement");

(c) The French Shares shall be transferred to Columbus McKinnon France S.a.R.L a company incorporated under French law, having its registered office at Zone Industrielle des Forges, 18100 Vierzon, France, registered with the trade and companies register (registre de commerce et des sociétés) under number 339 300 907 RCS Bourges ("CM France")on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(c) (the "French Transfer Agreement");

(d) The Spanish Shares shall be transferred to Columbus McKinnon Ibérica S.L.U., a company incorporated under Spanish law, registered with the Commercial Registry of Sevilla under volume 3,196, sheet 63 and page SE-43094 ("CM Spain")on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(d) (the "Spanish Transfer Agreement");

(e) The UK Shares shall be transferred to Columbus McKinnon Corporation Limited, a company incorporated and registered in England and Wales with company number 00598454 ("CM UK")on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(e) (the "UK Transfer Agreement");

(f) The US Shares shall be transferred to Purchaser's Guarantor on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(f) (the "US Transfer Agreement");

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(g) The Seller 8 Indian Shares shall be transferred to Columbus McKinnon Asia Pacific Pte. Ltd., a company incorporated under the laws of Singapore, registered with the Accounting and Corporate Regulatory Authority of Singapore under company registration number 201223048N ("CM Singapore") and the Seller 7 Indian Shares shall be transferred to Purchaser, each on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(g) (the "Indian Transfer Agreement");

(h) The Singapore Shares shall be transferred to Columbus McKinnon Singapore Pte. Ltd., a company incorporated under the laws of Singapore, registered with the Accounting and Corporate Regulatory Authority of Singapore under company registration number 201226134C ("CM Singapore II"; CM Germany, CM France, CM Spain, CM UK, CM Singapore and CM Singapore II, together the "Other Transferees") on the basis of a transfer agreement substantially in the form attached hereto as Exhibit 1.3(h) (the "Singapore Transfer Agreement");

The Purchaser

(i) hereby designates the Purchaser's Guarantor and the Other Transferees (each a "Designated Transferee") as transferees for the respective Sold Shares as set out above in lit. (a) to (h);

(ii) shall procure that the Other Transferees will enter into the respective Share Transfer Agreements as set out above in lit. (a) to (e) and (g) to (h); and

(iii) hereby instructs the Sellers to transfer the respective Sold Shares to the respective Designated Transferees as set out above in lit. (a) to (h) and confirms that by doing so Sellers fulfill their obligations as Sellers under Section 1.2, subject to any other obligations under this Agreement;

provided that the Parties shall remain the sole parties to and the only beneficiaries of this Agreement.

In case any of the transfers referred to above requires additional formalities in the respective local jurisdiction (such as registration), the Parties shall procure that such formalities be taken on the Scheduled Closing Date (as defined in Section 4.1 below) or, if not feasible, as soon as reasonably possible thereafter, and the Parties shall treat each other economically as if the transfer had become effective on the Closing Date (as defined in Section 4.1 below).

Except as expressly stated in any of the Share Transfer Agreements or required by mandatory law, all rights of any Party in relation to the Sold Shares (including, in particular, any rights for breach of warranties or covenants) shall be exclusively governed by this Agreement and

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the Parties hereby waive all statutory rights which they may otherwise have under any law governing the respective Share Transfer Agreement.

1.4 Rights and Obligations Pertaining to the Sold Shares

(a)     The Sold Shares shall be sold and transferred to Purchaser with all rights and obligations pertaining theretoincluding the right to receive all profits for the fiscal years beginning after the Effective Date.

(b)     Any profits of the fiscal years ending on or before 31 December 2016, 24:00 hours CET (the "Effective Date") shall be for the account of the respective Seller.

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Section 2Purchase Price

2.1 Purchase Price

(a) The total purchase price for the Sold Shares (the "Purchase Price") shall be equal to:

(i) EUR 224,000,000 (in words: Euro two hundred twenty-four million) (the "Enterprise Value);

(ii) plus an amount equal to the Cash (as defined in Section 2.2(a) below);

(iii) minus an amount equal to the Financial Debt (as defined in Section 2.2(b) below);

(iv) plus an amount by which the Working Capital (as defined in Section 2.2(c) below) exceeds the amount of EUR 43,000,000.00 (in words: Euro fourty-three million) or minus any amount by which the Working Capital falls short of the amount of EUR 38,000,000.00 (in words: Euro thirty-eight million);

(v) plus an amount of up to EUR 6,000,000 (in words: Euro six million) ("Earn-Out Amount") calculated as set forth in Section 2.2(d) below.

The Purchase Price and the Estimated Purchase Price (as defined in Section 2.4(b) below) shall carry interest (the "Purchase Price Interest") at a rate of 8% p.a. from (and including) 1 January 2017 until (and including) the day of payment as per Section 2.4 below.

The Purchase Price Interest shall be calculated on the basis of actual days elapsed divided by 360.

(b)     The Purchase Price and Purchase Price Interest shall be allocated to the respective Sold Shares in proportion to the split in percentage (the "Purchase Price Allocation") as set out in Exhibit 2.1(b).

(c)     The Purchase Price and Purchase Price Interest is net of any valued added tax and comparable foreign taxes such as goods and services taxes (collectively "VAT"). The Parties assume that the sale and transfer of the Sold Shares is either not subject to VAT or exempt from VAT. No Party shall opt for the payment of VAT. If, contrary to the common understanding of the Parties, VAT should be charged without any of the Sellers exercising any VAT option right it may have, Purchaser shall pay the VAT amount to Sellers in addition to the Purchase Price if and to the extent the Purchaser has received a proper invoice according to Sec. 14, 14a German VAT Act or comparable foreign VAT law from the respective Seller.

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2.2 Cash; Debt; Working Capital; Earn-Out Amount

For the purpose of this Agreement, and in each case with respect to the STAHL CS Companies calculated on a consolidated basis as of the Effective Date:

(a) "Cash" means the aggregate amount (including any accrued interest thereon) of:

(i) any cash at hand and cash equivalents of the STAHL CS Companies, including cheques, deposits with banks and other financial institutions and with the Sellers' Group (regardless of their term), however, net of outstanding checks for the benefit of third parties and bank overdrafts; and

(ii) the amount of any claim of (x) STAHL CS Germany for loss compensation (and any interest thereon) arising under the control and profit and loss transfer agreement between Seller 1 and STAHL CS Germany dated 2 November 2006, as amended on 1 December 2014 (the "Profit and Loss Transfer Agreement") and as shown in the audited statutory annual accounts of Stahl CS Germany as of the Effective Date (the "Loss Compensation Receivable"), if any, and/or (y) of STAHL CS France, STAHL CS UK and/or STAHL CS US against any member of Sellers' Group for Tax sharing or Tax allocation in respect of any of the Other Tax Groups (as defined below in Section 9.4(b)) and as shown in the audited annual accounts of Stahl CS France, STAHL CS UK and/or STAHL CS US as of the Effective Date.

(b) "Financial Debt" means the aggregate amount (including any accrued interest thereon) of

(i) all debt of the STAHL CS Companies owed to banks, other credit institutions or Sellers' Group; and

(ii) the amount of any obligation of (x) STAHL CS Germany to transfer its profits (and any interest thereon) under the Profit and Loss Transfer Agreement, as shown in the audited statutory annual accounts of STAHL CS Germany as of the Effective Date (the "Profit Transfer Payable"), if any, and/or (y) of STAHL CS France, STAHL CS UK and/or STAHL CS US towards any member of Sellers' Group for Tax sharing or Tax allocation in respect of any of the Other Tax Groups (as defined below in Section 9.4(b)) and as shown in the audited annual accounts of Stahl CS France, STAHL CS UK and/or STAHL CS US as of the Effective Date.

(c) "Working Capital" means the aggregate amount of the following items, provided that the references are made to the line items of STAHL CS Companies’ accounts, being part of the Konecranes group accounts as of the Effective Date:

(i) inventories (reference A 19), plus

(ii) trade accounts receivables (references A21, A21A, A21X, A22, A22A, A22X, A23) other than trade receivables against other STAHL CS Companies, less

(iii) trade accounts payables (references L91, L91A, L91X) other than trade payables towards other STAHL CS Companies, less

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(iv) advances received (references L89, L89A, L89X).

(d) The Earn-Out Amount shall be

(i) EUR 0 (in words: Euro zero) if the pro forma line item "Operating Income before depreciation" of the STAHL CS Companies as shown in line item P70C in the Effective Date Accounts (the "STAHL CS 2016 EBITDA") is equal to or falls short of EUR 27,500,000 (in words: Euro twenty seven million five hundred thousand);

(ii) EUR 6,000,000 (in words: Euro six million) if the STAHL CS 2016 EBITDA is equal to or exceeds EUR 29,400,000 (in words: Euro twenty nine million four hundred thousand); or

(iii) in a range between EUR 0 (in words: Euro zero) and EUR 6,000,000 (in words: Euro six million) determined proportionally in a linear manner based on the actual STAHL CS 2016 EBITDA if the STAHL CS 2016 EBITDA falls between EUR 27,500,000 (in words: Euro twenty seven million five hundred thousand) and EUR 29,400,000 (in words: Euro twenty nine million four hundred thousand);

i.e., for the avoidance of doubt, the Earn-Out Amount will be earned proportionally at a rate of EUR 3.16 for every EUR 1 of STAHL CS 2016 EBITDA which exceeds EUR 27,500,000 (in words: Euro twenty seven million five hundred thousand), up to a maximum Earn-Out Amount of EUR 6,000,000 (in words: Euro six million).

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2.3 Financing of the STAHL CS Companies

(a) The STAHL CS Companies with the exception of STAHL CS India, STAHL CS Portugal, STAHL CS Singapore, STAHL CS Spain and STAHL CS UAE are currently participating in certain cash pools maintained by Sellers' Group (together the "Cash Pools"). Sellers shall procure that such participation in the Cash Pools will be terminated at the latest as of the Effective Date and that all respective balances are fulfilled by such date. In relation to STAHL CS China, any negative cash pool balance of STAHL CS China will be converted prior to the Effective Date into a loan of the respective entity of Sellers’ Group to STAHL CS China in an amount of up to EUR 2,500,000 at an interest rate of 4.35% p.a, which shall be re-payable as soon as reasonably possible after the Closing Date, but no later than six months after the Closing Date, and, the amount at which such loan is outstanding as of the Effective Date will be regarded as Financial Debt.

(b) STAHL CS Germany has granted certain loans to Seller 7 under various loan agreements (the "Upstream Loans"). Seller 7 shall repay such Upstream Loans including interest accrued with effect as of the Effective Date at the latest. Upon such repayment, all claims of the STAHL CS Companies against the Sellers under the Upstream Loans, whether present or future, actual or contingent, known or unknown, will fully and finally be settled and released against no further consideration.

(c) Certain foreign exchange risks of STAHL CS Germany are currently hedged through hedging arrangements with Seller 7 (the "Hedges"). Unless otherwise agreed between Seller 7 and Purchaser, Seller 7 shall procure that the Hedges will be closed upon the next maturity date before the Effective Date, and any hedging of the STAHL CS Companies shall no longer be effected through Seller 7 but shall instead be effected by the respective STAHL CS Germany. Any gain or loss resulting from the closure of the Hedges will be booked in the business year 2016.

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2.4 Payments on the Scheduled Closing Date

(a)     If, by the end of the sixth Business Day prior to the Scheduled Closing Date (as defined in Section 4.1 below), the Purchase Price as finally determined in accordance with Section 3 below (the "Final Purchase Price"), has been determined already, such Final Purchase Price plus Purchase Price Interest shall be paid by Purchaser on the Scheduled Closing Date (as defined in Section 4.1 below).

(b)     In case the Final Purchase Price has not been determined yet by the end of the sixth Business Day prior to the Scheduled Closing Date, Seller 1 shall no later than on the fifth Business Days prior to the Scheduled Closing Date, deliver to Purchaser a good faith estimate of the Purchase Price (the "Estimated Purchase Price") pursuant to Section 2.1(a), and the amount of the Estimated Purchase Price plus Purchase Price Interest shall be paid by Purchaser on the Scheduled Closing Date (as defined in Section 4.1 below).

(c) The Final Purchase Price as per subparagraph (a) above or the Estimated Purchase Price as per subparagraph (b) above, as the case may be, in each case including the Purchase Price Interest, shall be paid in one aggregate amount to the bank account of Seller 1 ("Sellers' Bank Account") as shown in Exhibit 2.4(c). To the extent the aggregate amount received by Seller 1 in accordance with the preceding sentence is owed to other Sellers in accordance with the Purchase Price Allocation, the respective portions of such aggregate amount shall be received by Seller 1 on behalf of the respective other Sellers, and without undue delay after receipt, shall be paid on by Seller 1 to the respective other Sellers in accordance with the Purchase Price Allocation.

It is hereby clarified that Purchaser shall not be concerned with, nor have any liability whatsoever with respect to any failure by the Seller 1 to apportion the Final Purchase Price or the Estimated Purchase Price, as the case may be, among the Sellers in accordance with the Purchase Price Allocation. For the avoidance of doubt, any and all obligations of the Purchaser with respect to the payment of the Final Purchase Price or the Estimated Purchase Price, as the case may be, are fully satisfied, complied with and settled and the Purchaser shall be fully discharged from any obligation in this regard upon crediting of the Final Purchase Price or the Estimated Purchase Price, as the case may be, to the Sellers' Bank Account.

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2.5 Adjustment of Estimated Purchase Price

(a)     If the Estimated Purchase Price plus Purchase Price Interest has been paid on the Scheduled Closing Date (as defined in Section 4.1 below) in accordance with Section 2.4(b) above and the Final Purchase Price plus Purchase Price Interest exceeds the Estimated Purchase Price plus Purchase Price Interest, an amount equal to the excess amount (the "Excess Amount") shall be paid by Purchaser. The Excess Amount shall be allocated to the respective Sold Shares in accordance with the Purchase Price Allocation and the respective portions shall be paid to the respective Seller shown in Exhibit 2.1(b) to the respective Sellers' Bank Account shown in Exhibit 2.4(c). If the Final Purchase Price plus Purchase Price Interest as finally determined in accordance with Section 3 below, falls short of the Estimated Purchase Price plus Purchase Price Interest, the total amount of the respective shortfall (the "Shortfall") shall be paid by Seller 1 (on behalf of all Sellers) to Purchaser to the following bank account ("Purchaser's Bank Account"):

A/C Name: COLUMBUS MCKINNON DUTCH HOLDING BV3Currency: EURAccount No: 41036441IBAN: GB24CHAS60924241036441Bank Name: JP Morgan

The Shortfall shall, as between Sellers, be allocated in accordance with the Purchase Price Allocation and to the extent that in accordance with such allocation the Shortfall has been paid by Seller 1 on behalf of any of the other Sellers, Seller 1 shall be reimbursed accordingly by such Sellers.

(b) Any payment pursuant to subparagraph (a) above shall be made within ten Business Days after the Final Purchase Price has been finally determined in accordance with Section 3.

(c)     The amount of any adjustment payment to be made under subparagraph (a) above shall bear interest from and including the Closing Date (as defined in Section 4.1 below) up to and excluding the date of payment at a rate of 0.5% p.a. The interest shall be calculated on the basis of actual days elapsed divided by 360.

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2.6 Mode of Payment; Default; Set-off

(a)     Any payments to be made under this Agreement shall be made by irrevocable wire transfer of immediately available funds in EUR, unless any other currency for the respective payment is set forth in Exhibit 2.1(b) in which case the Exchange Rate (as defined in Section 12.7(g) below) on the day preceding the payment date shall be used to convert the relevant amount in EUR into the respective amount in the other currency. Any such payment shall be deemed to have been made upon the later of (i) the irrevocable and unconditional crediting of the amount payable (without deduction of any costs or charges, other than those of the recipient's bank) to the relevant bank account and (ii) the value date as of which such amount has been credited to such account (Wertstellungsdatum).

(b)     If any Party fails to make any payment on the relevant due date, the respective other Party may claim interest thereon at a rate of 8% per annum as from the due date to the date of payment, without prejudice to the respective Party's right to claim higher interest and additional damages for default (Verzug) in accordance with applicable law.

(c)     No Party shall be entitled to exercise any right of set-off or retention right with respect to its payment obligations pursuant to this Section 2.

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Section 3

Effective Date Accounts

3.1 Preparation of Effective Date Accounts

(a)     As promptly as practicable, but in no case later than 45 Business Days after the Effective Date, Seller 1 shall prepare, or cause to be prepared, and deliver to Purchaser (i) the consolidated pro forma financial statements (balance sheet and profit & loss statement) of the STAHL CS Companies as of the Effective Date (containing, inter alia, (x) the Loss Compensation Receivable or the Profit Transfer Payable, as the case may be, in each case as shown in the audited statutory annual accounts of STAHL CS Germany as of the Effective Date and (y) any claim or obligation of STAHL CS France, STAHL CS UK and/or STAHL CS US against or towards any member of Sellers' Group for Tax sharing or Tax allocation in respect of any of the Other Tax Groups (as defined below in Section 9.4(b)) and as shown in the audited annual accounts of Stahl CS France, STAHL CS UK and/or STAHL CS US, as the case may be, as of the Effective Date) (the "Effective Date Accounts"), as verified by Ernst & Young Oy, Finland ("E&Y") in accordance with agreed-upon procedures attached hereto as Exhibit 3.1 (a) (the "Agreed-Upon Procedures"), and (ii) a certificate (the "Certificate") setting forth Seller 1's calculation of the Cash, the Financial Debt, the Working Capital, the Earn-Out Amount and the Final Purchase Price.

(b)     If the Closing Date (as defined in Section 4.1 below) occurs before the Effective Date Accounts have been delivered to Purchaser as per subparagraph (a) above, Purchaser shall cooperate and assist, and shall cause the STAHL CS Companies to cooperate and assist, Seller 1 and its representatives in the preparation of the documents referred to in subparagraph (a) above. Such cooperation and assistance shall include, without limitation, providing reasonable access during normal business hours to the books and records, premises, directors, officers and employees of the STAHL CS Companies and the preparation or compilation and making available of any financial data or other information (including drafts of financial statements or annual accounts or portions thereof) deemed necessary by Seller 1 or its representatives in connection with the preparation of the documents referred to in subparagraph (a).

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3.2 Accounting Principles

The Effective Date Accounts shall be prepared in accordance with the principles used in the preparation of the consolidated pro forma accounts of the STAHL CS Companies as of 30 June 2016, which are attached hereto as Exhibit 3.2 (the "Reference Financial Statements") and which have been verified by E&Y in accordance with the Agreed-Upon Procedures. Notwithstanding the above, the specific principles and methodology set forth in the Konecranes Accounting Manual referred to in the Reference Financial Statements shall apply.

For the avoidance of doubt, the audited statutory annual accounts of STAHL CS Germany as of the Effective Date shall be prepared in accordance with the German Generally Accepted Accounting Principles.

3.3 Review of Effective Date Accounts

If Purchaser believes that the Effective Date Accounts have not been prepared in accordance with the principles set forth in Section 3.2 above or Seller 1's calculation of any item or amount contained in the Certificate (in each case, as delivered by Seller 1 pursuant to Section 3.1) does not comply with Sections 2.2 and 3.2 above, Purchaser may, within 45 Business Days after delivery of the documents referred to in Section 3.1 above, notify Seller 1 thereof in writing, setting forth all relevant items, amounts and calculations contained or reflected in the Effective Date Accounts and the Certificate (as delivered by Seller 1) as to which Purchaser disagrees and the adjustments thereto which Purchaser believes should be made. Any such notice of disagreement shall specify, in reasonable detail, the reasons for Purchaser's disagreement in respect of each such item, amount or calculation, supported by reasonable evidence (to the extent available to Purchaser). Purchaser shall be deemed to have agreed to all other items, amounts and calculations contained in the Effective Date Accounts and the Certificate delivered by Seller 1 pursuant to Section 3.1 above and such other items, amounts and calculations shall become final and binding on the Parties.

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3.4 Dispute Resolution

(a)     If Purchaser has duly delivered a notice of disagreement in accordance with Section 3.3 above, the Parties shall, during the 30 Business Days period following such delivery (or any other period of time mutually agreed upon between Seller 1 and Purchaser), use all reasonable efforts to reach an agreement on the disputed items, amounts or calculations. If and to the extent that, during such period, Seller 1 and Purchaser are unable to reach such agreement, the matter shall be referred to an independent accounting firm to be agreed upon by Seller 1 and Purchaser (the "Accounting Firm"). If Seller 1 and Purchaser cannot mutually agree upon the Accounting Firm within two weeks following the 30 Business Days' period referred to in this Section 3.4(a) above, the Accounting Firm shall be determined, upon request of Seller 1 or Purchaser, by the chairman of the executive board (Sprecher des Vorstands) of the Institute of Chartered Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V.) in Düsseldorf, Germany.

(b)     The Accounting Firm, acting as an expert (Schiedsgutachter) and not as an arbitrator, shall, based on the provisions and principles set forth or referred to in Section 2.2 and Section 3.2, but only with respect to the remaining differences submitted to it and within the scope of the amounts determined by Seller 1 and Purchaser in respect of each item, decide whether and to what extent the Effective Date Accounts or the Certificate require adjustment.

(c)     The Accounting Firm shall be instructed in the terms of its engagement

(i) to conduct the proceedings in a fair and impartial manner and to give Seller 1 and Purchaser the opportunity to present their arguments in writing and in at least one hearing; and

(ii) to deliver its written opinion (including reasons for the Accounting Firm's decision on each disputed item and a revised version of the Effective Date Accounts and the Certificate) to Seller 1 and Purchaser no later than two months after the dispute has been referred to it or within any other period of time mutually agreed upon between Seller 1 and Purchaser and the Accounting Firm.

(d) The decision of the Accounting Firm shall be conclusive and binding on the Parties and not be subject to any appeal (within the limits set forth in Sec. 319 of the German Civil Code (BGB)). The fees and disbursements of the Accounting Firm shall be allocated by the Accounting Firm between Seller 1 and Purchaser in proportion to their respective success and defeat.

(e) Purchaser and Seller 1 shall reasonably cooperate with and assist, and Purchaser shall cause the STAHL CS Companies to reasonably cooperate with and assist, the Accounting Firm in the conduct of its review. Such cooperation and assistance shall include, without limitation, the making available of all relevant books and records of the STAHL CS Companies, any supporting documentation relating to the Effective Date Accounts, the work papers of Purchaser's and Sellers' respective accountants and any other relevant information relating to the STAHL CS Companies, as requested by the Accounting Firm.

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3.5 Final Amounts

The (final) Cash, Financial Debt, Working Capital, Earn-Out Amount as well as the Final Purchase Price shall be (i) those amounts as shown in the Certificate delivered by Seller 1 pursuant to Section 3.1, if and to the extent that no notice of disagreement is duly delivered within the period of 45 Business Days pursuant to Section 3.3, or (ii) otherwise those amounts as agreed by Purchaser and Seller 1 or, in the absence of such agreement, as determined by the Accounting Firm pursuant to Section 3.4.

Section 4

Closing

4.1 Place and Time of Closing

The consummation of the transactions contemplated by this Agreement as set forth in Section 4.4 below (the "Closing") shall take place at the offices of DLA Piper UK LLP in Hamburg, Germany, and any other place as the Parties may mutually agree upon, at 9:00 a.m. CET on the last Business Day of the month in which the Closing Conditions (as defined in Section 4.2(a) below) are met (the "Scheduled Closing Date"), but not earlier than 31 January 2017. If the Closing Conditions are met on a day later than on the sixth Business Day prior to the last Business Day of a month, the Scheduled Closing Date shall be, and the Closing shall take place on, the last Business Day of the following month, or at any other time or place as the Parties may mutually agree upon, provided that, if the Closing Conditions are met on a day later than on the sixth Business Day prior to 31 March 2017 and no later than on the second Business Day prior to 30 April 2017, then the Scheduled Closing Date shall be the last Business Day prior to 30 April 2017. The date on which the Closing is completed is referred to herein as the "Closing Date".

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4.2 Conditions to Closing

(a)     The obligations of Purchaser and Sellers to consummate the Closing are subject to the satisfaction of all of the following conditions precedent ("Closing Conditions"):

(i) The European Commission has approved (x) the Purchaser and (y) the terms of this Agreement as being consistent with the Commitments.

(ii) The German Cartel Office (Bundeskartellamt) shall have confirmed the lack of a filing requirement under the German Act Against Restraints on Competition (Gesetz gegen Wettbewerbsbeschränkungen); or the German Cartel Office (Bundeskartellamt) shall have approved the transactions contemplated in this Agreement; or the transactions shall be deemed to have been approved due to the expiry of the relevant waiting periods.

(iii) The acquisition by Konecranes of the material handling and port solution business of Terex Corporation has been closed.

(iv) No enforceable judgment, injunction, order or other decision by any court or governmental authority shall have prohibited the consummation of the Closing.

(b)     To the extent permitted by applicable law, the Closing Conditions set forth in Sections 4.2(a)(i) through 4.2(a)(iv) above can only be waived by Sellers and Purchaser jointly. All Closing Conditions shall be deemed to be waived upon completion of the Closing (as set forth in Section 4.1 above and Section 4.4 below).

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4.3 Merger Control Proceedings; Other Regulatory Requirements

(a)     The Parties agree that any filings necessary in connection with any merger control clearance referred to in Section 4.2(a)(ii) above and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made without undue delay after the Signing Date or, with respect to any such filings or notifications required to be made after the Closing, after the Closing Date. Any filings or notifications shall be made by Purchaser on behalf of all parties involved (except to the extent not permitted under applicable law), provided that such filing shall require the prior written consent of Seller 1. Any merger control filings or draft filings where appropriate shall be made no later than 2 Business Days following the fulfilment of the Closing Condition set forth in Section 4.2(a)(i) above.

(b)     In order to obtain all requisite approvals for the transactions contemplated by this Agreement under merger control laws, Purchaser and Seller 1 shall reasonably cooperate in all respects with each other in the preparation of any filing or notification and in connection with any submission, investigation or inquiry, supply to any competent authority as promptly as practicable any additional information requested pursuant to any applicable law and take all other procedural actions required in order to obtain any necessary clearance or to cause any applicable waiting periods to commence and expire. In connection with any such proceeding, Purchaser and Seller 1 shall (i) promptly provide each other with copies of any written communication (or written summaries of any non-written communication), (ii) contact, or communicate with, any competent authority only after consultation with the other party, (iii) promptly inform each other in advance of the time and place of any meetings and conferences with the competent authorities and (iv) give each other and their respective advisors the opportunity to participate in all such meetings or conferences.

(c)     Purchaser shall offer, consent to, and comply with, any obligations or conditions (Auflagen und Bedingungen), commitments (Zusagen) or other agreements required by any competent merger control authority in connection with the clearance of the transactions contemplated hereby.

(d)     With respect to the Closing Conditions set forth in 4.2(a)(i) and 4.2(a)(ii) above, subject to Section 4.3(c) above, if the consummation of the Closing is prohibited by any governmental authority or court or any administrative or judicial action or proceeding is instituted challenging any transaction contemplated by this Agreement as violative of any applicable merger control law, none of the Parties shall be under an obligation to contest such decision.

(e)     For the avoidance of doubt, Purchaser may not request any adjustment of the Purchase Price or other amendment to this Agreement or withhold any portion of the Purchase Price as a result of any divestiture or other action pursuant to this Section 4.3.

(f) Seller 1 shall procure that the fully documented and reasoned proposal seeking approval in the meaning of Section 4.2(a)(i) above ("Submission") is submitted to the European Commission no later than one week after the Signing Date. The Submission shall be made in coordination with Purchaser. Purchaser shall, upon request by the European Commission, the Monitoring Trustee or Seller 1, promptly supply to the European Commission or the Monitoring Trustee, as the case may be, all documents, data and other information requested in connection with the Submission. For the avoidance of doubt, Section 4.3(b) shall also apply with respect

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to the Submission. Each Party shall agree to enter into any amendment to this Agreement which is proposed or requested by the European Commission in connection with the approval applied for with the Submission. With respect to the Closing Conditions set forth in Section 4.2(a)(i), if the European Commission does not grant its approval pursuant to Section 4.2(a)(i), none of the Parties shall be under an obligation to contest such decision.

4.4 Actions on the Scheduled Closing Date

On the Scheduled Closing Date, the Parties shall take, or cause to be taken, the following actions (herein "Closing Events"), which shall be taken simultaneously (Zug um Zug):

(a)     execution by the respective Sellers and Designated Transferees of the Share Transfer Agreements in accordance with Section 1.3 above;

(b)     payment by Purchaser of the Final Purchase Price or the Estimated Purchase Price, as the case may be, in accordance with Sections 2.4 and 2.6 above plus the Purchase Price Interest;

(c) delivery by Sellers of evidence satisfactory to Purchaser that the measures referred to in Section 7.3 below (carve-out) have been carried out or, to the extent not yet carried out, execution of such measures;

(d) delivery by Sellers of evidence satisfactory to Purchaser that the measures referred to in Sections 2.3(a), 2.3(b) and Section 2.3(c) have been carried out or, to the extent not yet carried out, execution of such measures (it being understood that in relation to Section 2.3(c), a written confirmation by the Sellers' Guarantor shall be sufficient as evidence);

(e)     entering into the agreements referred to in Section 7.4 below, by the relevant STAHL CS Companies and the relevant members of Sellers' Group, to the extent that such agreements have not been executed prior to the Closing Date already;

(f) delivery by Purchaser of (i) evidence satisfactory to Seller 1 that all Sellers' Guarantees have been released or (ii) of a corporate guarantee, in each case in accordance with Section 7.5 below; and

(g)     delivery by Sellers of the resignation letters, effective at or prior to the Closing Date, referred to in Section 7.6 below.

Following completion of the Closing Events, Sellers and Purchaser shall execute a closing protocol evidencing that the Closing has occurred in a proper manner.

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Section 5Representations and Warranties of Sellers

Each Seller hereby represents and warrants to Purchaser in the form of independent undertakings (Sec. 311 (1) of the German Civil Code – BGB) that the statements set forth in this Section 5 are true and correct as of the Signing Date, except that (i) representations which are expressly made as of any specific dates shall be true and correct only as of such dates (i.e. a representation expressly made as of the Singing Date and the Closing Date, shall be true and correct as of the Signing Date and the Closing Date) and (ii) being understood that representations which are subject to Sellers' Knowledge (as defined below) shall be true and correct only as of the Signing Date (the "Warranties", each a "Warranty"). Each Seller (other than the Sellers' Guarantor, which (i) represents matters described in Section 5 with respect to (x) itself, the Sold Shares held by itself and the STAHL CS Company owned by it, as well as (y) all other Sellers, the Sold Shares held by the other Sellers and the STAHL CS Companies owned by the other Sellers and (ii) shall be liable in accordance with Section 12.5) represents matters described in Section 5 solely with respect to itself, the Sold Shares held by itself and the STAHL CS Company owned by the respective Seller. The scope and content of each Warranty of Sellers contained in this Section 5 as well as Sellers' liability arising thereunder shall be exclusively defined by the provisions of this Agreement (in particular Section 8 below and the limitations on Purchaser's rights and remedies set forth therein), which shall be an integral part of the respective Warranties, and no Warranty of Seller shall be construed as a guarantee (Garantie für die Beschaffenheit oder Haltbarkeit der Sache) within the meaning of Secs. 443 and 444 of the German Civil Code (BGB). None of the Warranties contained in this Section 5 shall apply with respect to any Tax matters as to which exclusively the provisions contained in Section 9 shall apply.

For the purpose of this Section 5 and any other provisions contained in this Agreement,

(a) "Sellers' Knowledge" means the actual knowledge (tatsächliches Wissen), as of the Signing Date, of Juha Vanhanen and Kari Utriainen after due inquiry with Dr. Thomas Peukert and Werner Wagner;

(b) the disclosure of any matter in this Agreement (including any Exhibit thereto) shall be deemed to be a disclosure for the purpose of any representation or warranty contained herein; and

(c) any reference to Euros (EUR) contained in any Warranty in the context of any disclosure thresholds shall include the equivalent in any foreign currency at the Exchange Rates (as defined in Section 12.7 (g) below).

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5.1 Existence and Authorization of Sellers

(a)     As of the Signing Date and the Closing Date, Sellers are duly incorporated and validly existing under the respective law of registration.

(b) As of the Signing Date and the Closing Date, the execution and performance by Sellers of this Agreement are within Sellers' corporate powers, do not violate the articles of associationor by-laws of the respective Seller and have been duly authorized by all necessary corporate action on the part of the respective Seller.

(c)     As of the Signing Date, there is no lawsuit, investigation or proceeding pending or threatened in writing against any Seller before any court, arbitrator or governmental authority which in any manner challenges or seeks to prevent, alter or materially delay the transactions contemplated by this Agreement.

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5.2 Legal Organization of the STAHL CS Companies

(a)     As of the Signing Date and the Closing Date, each STAHL CS Company is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all corporate powers to conduct its business as presently conducted.

(b)     All STAHL CS Companies and their respective jurisdictions of incorporation are identified in Exhibit 1.1. No STAHL CS Company holds any material interest in any company or other entity other than set forth in Exhibit 1.1.

(c)     As of the Signing Date and the Closing Date, except, up to the Effective Date, for the Profit and Loss Transfer Agreement, no STAHL CS Company is a party to any agreement which would permit any third party (other than any STAHL CS Company) to control such STAHL CS Company or obligate it to transfer its profits to any such third party.

(d)     As of the Signing Date and the Closing Date, no bankruptcy, insolvency, liquidation or other proceedings with a similar economic effect are pending with respect to any STAHL CS Company, and, to Sellers' Knowledge, (i) no filing for any such proceeding has been made and (ii) no STAHL CS Company is required under the laws of its incorporation to file for any such proceeding.

5.3 Ownership of Shares; Shareholdings

(a)     As of the Signing Date and the Closing Date, the statements made in Section 1.1 are true and correct.

(b)     As of the Signing Date and the Closing Date, the following is correct: The Sold Shares are owned by the respective Seller, the shares in STAHL CS UAE (the "UAE Shares") are owned by STAHL CS Germany and, the Chinese Shares, as of the Signing Date are owned by Seller 8 and, as of the Closing Date, the Chinese Shares are owned by STAHL CS Germany. The Sold Shares and the UAE Shares are free and clear of any liens, encumbrances or other rights of third parties. There are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the Sold Shares or the UAE Shares or the Chinese Shares, in each case except for rights provided under statutory law or under the articles of association disclosed in the Data Room. The Sold Shares, the UAE Shares and the Chinese Shares are not subject to any trust arrangements (Treuhandverhältnis), silent partnerships (stille Beteiligung), sub-participations (Unterbeteiligung) or similar arrangements. No agreements or other rights exist on the basis of which a third party may or may in the future have the right to acquire any shares in any of the STAHL CS Companies.

(c)     As of the Signing Date and the Closing Date, the payments on the Sold Shares,the UAE Shares and the Chinese Shares (Leistungen der Einlagen) were fully made and have not been repaid, neither in full nor in part, and, in relation to STAHL CS Germany, there are no obligations to make further contributions (keine Nachschusspflichten).

(d) None of the STAHL CS Companies is subject to any liability (whether actual or contingent) arising from or in connection with any M&A activity (i.e. acquisitions or disposals of any legal entities or any business (Betrieb) or parts thereof (Betriebsteile)), that have been executed since 1 January 2007.

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5.4 Financial Statements

The Reference Financial Statements (as verified by E&Y in accordance with the Agreed-Upon Procedures and delivered to Purchaser prior to the Signing Date) have been prepared, based on the facts known by the management of the STAHL CS Companies as of the date of preparation (Zeitpunkt der Aufstellung) and excluding any events subsequent to the date of preparation (ohne Berücksichtigung wertaufhellender Tatsachen) as they have been consolidated in the consolidated Konecranes group financial statements prepared in accordance with International Financial Reporting Standards (IFRS), and such consolidation has been made on a basis consistent with those standards used in the preparation of the relevant pro forma financial statements as of 31 December 2015 (unless otherwise disclosed in the notes to the Reference Financial Statements) and in accordance with the specific principles and methodology set forth in the Konecranes Accounting Manual referred to in the Reference Financial Statements.

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5.5 Title to Assets; Encumbrances

(a)     The STAHL CS Companies are the legal and beneficial owner of the real property and other tangible fixed assets which are reflected in the Reference Financial Statements and are material for the STAHL CS Business, taken as a whole, except for properties and assets disposed of since 30 June 2016 in the ordinary course of business.

(b)     The assets owned by the STAHL CS Companies and referred to in subparagraph (a) above are free and clear of any liens, pledges, mortgages, charges or other security interests or encumbrances in favour of any third party, except for (i) retention of title rights, liens, pledges or other security rights in favour of suppliers, mechanics, workmen, carriers and the like, (ii) security rights granted to banks and other financial institutions over cash and other assets deposited with such banks or financial institutions, (iii) encumbrances or rights of third parties created under applicable law (including pledges and other security rights in favour of Tax authorities or other governmental entities), (iv) easements and similar rights in real property granted or created in the ordinary course of business, (v) other rights or encumbrances (except for any security rights in respect of financial debt) which do not materially impair any STAHL CS Company's ability to conduct its business as conducted on the Signing Date and (vi) the liens, pledges, other rights and encumbrances set forth in the Exhibit 5.5(b), in each case of (i) through (v) above, to the Sellers' Knowledge, granted, incurred or otherwise having come into existence in the ordinary course of business of the STAHL CS Companies.

(c) Exhibit 5.5(c)contains a true and complete list of all real properties owned, leased or occupied by the STAHL CS Companies which are used for production purposes or are otherwise material for the business of the STAHL CS Companies taken as a whole as conducted on the Signing Date.

(d)     Except for the assets to be transferred to the STAHL CS Companies as part of the Carve-Out and except for assets the use of which is to be licensed to the STAHL CS Companies under the License Agreement or provided for in any other form in this Agreement, no member of Sellers' Group owns any material assets (whether tangible or intangible) which are necessary for the conduct of the STAHL CS Business taken as a whole as conducted on the Signing Date (disregarding the transactions contemplated by this Agreement or any intentions of Purchaser).

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5.6 Intellectual Property Rights

(a) Exhibit 5.6(a)contains a list of patents, trademarks and domain names which are already owned by any of the STAHL CS Companies and are material for the business of the STAHL CS Companies (taken as a whole), as presently conducted (the "OwnedIntellectual Property Rights"), specifying as to each, as applicable: (i) the nature of such Owned Intellectual Property Right, (ii) the registered owner of such Owned Intellectual Property Right and (iii) the jurisdictions in which such Owned Intellectual Property Right has been registered, or in which an application for such issuance or registration has been filed, and the registration or application numbers.

(b) The STAHL CS Companies are the sole owners of the Owned Intellectual Property Rights and these rights are not subject to any pledges or other security rights of any third party. No STAHL CS Company has granted an exclusive licence with respect to any Owned Intellectual Property Right to any third party (other than any STAHL CS Company).

(c)     Except as set forth in the Exhibit 5.6(a), to Sellers' Knowledge, all registration fees have been paid and all renewal applications have been filed, to the extent necessary to validly maintain all registrations with any regulatory authorities with respect to the Owned Intellectual Property Rights.

(d) Except as set forth in the Exhibit 5.6(d), (i) none of the Owned Intellectual Property Rights is subject to any outstanding judgement, injunction, order or decree issued against any STAHL CS Company which materially restricts the use thereof by it and (ii) to Sellers' Knowledge, no third party has challenged in writing any Owned Intellectual Property Right or his/her employee remuneration for certain inventions (Arbeitnehmererfindungsvergütung).

(e) The Warranties in Sections 5.6(b) to 5.6(d) above shall apply to the Carve-Out IP mutatis mutandis (entsprechend) with the understanding that re-registration and (in some jurisdictions) other acts for the perfection of title by STAHL CS Germany still need to be completed as per Section 7.3(c) below.

(f) As of the Closing Date, the STAHL CS Companies will be the legal and beneficial owner (free of any encumbrances and obligations to transfer or create any encumbrances) or have the unrestricted right to use as a licensee all Intellectual Property necessary for any STAHL CS Company to conduct its business as currently conducted and as conducted on the Closing Date.

"Intellectual Property" for purposes of this clause 5.6(f) means any and all intellectual property rights and similar rights, regardless of whether registered in a public register or whether registrable, as well as - where appropriate - any applications with respect to such rights, including, without limitation, patents, trade-marks, utility models, trade secrets, design patents, domain names and copyrights.

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5.7 Governmental Permits; Compliance with Laws

(a)     To the Sellers' Knowledge, (i) the STAHL CS Companies have all material governmental permits, authorizations and have given all notifications and hold all certificates which arerequired by them in order to operate the STAHL CS Business taken as a whole as conducted on the Signing Date (the "Governmental Permits") and (ii) no Governmental Permit has been cancelled or revoked towards any STAHL CS Company by any competent authority nor has any STAHL CS Company received any written notice by any such authority that it intends to cancel or revoke any Governmental Permit.

(b)     To Sellers' Knowledge, no STAHL CS Company is presently or has been since 1 January 2006 in violation of any (i) antitrust and competition laws in relation to horizontal restrictions, (ii) anti-bribery and anti-money-laundering laws, (iii) foreign trade laws, (iv) any privacy and data protection laws, or (v) any Governmental Permit, in each case as in effect, enforced and interpreted on the Signing Date in the jurisdiction of registration of the respective STAHL CS Company, provided that any such violation would materially affect the STAHL CS Business taken as a whole as conducted by the STAHL CS Companies on the Signing Date. As of the Signing Date, no STAHL CS Company has received any written notice of, and, to Sellers' Knowledge, no STAHL CS Company is under investigation with respect to any such violation.

(c) To Sellers' Knowledge, except for the matters disclosed in the Exhibit 5.7(c) or in the phase 1 environmental report dated 15 November 2005, prepared by ENVIRON Germany GmbH and the phase 2 environmental report dated 12 December 2005, prepared by CDM Consult GmbH (as both made available to Purchaser prior to the Signing Date), the properties owned or used by the STAHL CS Companies on the Signing Date are free from any material contamination or pollution which has been caused by any business activity of a STAHL CS Company since 1 January 2006 in violation of any environmental law and requires, under any environmental law or under any enforceable decision by any court or governmental authority, any clean-up or containment measures requiring a capital expenditure exceeding EUR 500,000.

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5.8 Litigation

Except as disclosed in the Exhibit 5.8, as of the Signing Date, no lawsuit or other proceeding is pending against any STAHL CS Company (as defendant) before any state court, arbitrator or governmental authority involving an amount in excess of EUR 100,000 (excluding costs and fees) and no such lawsuit or proceeding has been threatened against any STAHL CS Company in writing.

5.9 Employee and Labor Matters

(a) Exhibit 5.9(a) sets forth a true and complete list of key employees of the STAHL CS Companies (including those who are defined as "Key Personnel" in the Commitments, together the "KeyEmployees"). To Sellers' Knowledge, none of the Key Employees has given written notice of termination of his or her employment. Except as disclosed in the Exhibit 5.9(a), no STAHL CS Company has promised to any employee any payment or benefit which will become payable or arise directly as a result of the transactions contemplated by this Agreement (other than compensation for extra workload and the like). None of the Key Employees have any termination right or other right under their respective employment which arise directly as a result of the transactions contemplated by this Agreement (other than compensation for extra workload and the like).

(b) Exhibit 5.9(b) contains a true and correct list of all material collective agreements with unions, worker's councils or similar organizationsto which any of the STAHL CS Companies is bound. True and complete copies of such agreements have been disclosed to Purchaser prior to the Signing Date.

(c)     To Sellers' Knowledge, no STAHL CS Company is experiencing (i) any strike or lockout of its employees, (ii) any lawsuit or dispute with any union, workers' council or other body of employee representatives or (iii) any individual litigation with a value in excess of EUR 10,000 pending before any court, governmental authority or arbitrator (including any proceedings pending before any conciliation committee (Einigungsstellenverfahren)).

(d)     No STAHL CS Company has made any pension commitment (other than any defined contribution schemes) to any of its current or former employees, except for any commitments listed in Exhibit 5.9(d).

(e) All old age part-time agreements in relation to the STAHL CS Companies are compliant with legally required insolvency insurance.

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5.10 Material Agreements

(a) Except for the agreements listed in Exhibit 5.10(a)lit (1) to (8) and any other agreements fulfilling the below criteria and being disclosed in any Exhibit to this Agreement (the "Material Agreements") none of the STAHL CS Companies is a party to any of the following written agreements:

(1) agreements relating to the acquisition or sale of interests in other companies or real estate, entered into since 1 January 2014 and providing, individually, for a consideration of EUR 5,000,000 or more;

(2) joint venture, partnership or shareholder agreements relating to the conduct of a material part of the STAHL CS Business (taken as a whole), as currently conducted;

(3) rental and lease agreements relating to real estate currently owned or used by any STAHL CS Company which, individually, provide for annual payments of EUR 500,000 or more;

(4) loan agreements (other than relating to any intercompany debt towards any STAHL CS Company or member of Sellers' Group referred to in Section 2.3 above), bonds (Anleihen) or debentures (Schuldverschreibungen) involving, individually, an outstanding indebtedness of the respective STAHL CS Company of EUR 500,000 or more; financial leases (Finanzierungsleasingverträge), or contracts relating to swaps, futures, options or derivatives involving, individually, outstanding obligations or liabilities of EUR 500,000 or more;

(5) any guarantees, indemnities and suretyships issued by any of the STAHL CS Companies for any debt of any third party (other than any STAHL CS Company) exceeding, in the aggregate, an outstanding amount of EUR 500,000;

(6) agreements (excluding customary territorial restrictions in supplier or reseller agreements) that materially limit the freedom of the STAHL CS Companies to compete in any line of business or with any third party;

(7) frame or master agreements with the ten major suppliers and ten major customers (in each case in terms of turnover for the fiscal year 2015 and the first three quarters of the fiscal year 2016 and excluding any agreements with entities of the Sellers' Group which will no longer be applicable to any STAHL CS Company as from the Closing Date) of the STAHL CS Business (taken as a whole);

(8) agreements with any other member of Sellers' Group which will continue after the Closing Date / Effective Date other than the agreements referred to in Section 7.4 or entered into in the ordinary course of business.

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(b)     To Sellers' Knowledge, (i) no written notice of termination has been given with respect to any Material Agreement and (ii) neither any STAHL CS Company nor any third party to any Material Agreement is in material default or material breach under any such agreement.

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5.11 Insurance Coverage

Exhibit 5.11 contains a true and complete list of all material insurance policies relating to the assets, business or operations of the STAHL CS Companies, indicating any policies which will terminate as a result of the consummation of the transactions contemplated by this Agreement. All policies listed in Exhibit 5.11 are, as of the date hereof, valid and in full force and all premiums due thereunder have been duly paid. To Sellers' Knowledge there are no circumstances due to which any such insurance policy might be invalid or challengeable (anfechtbar).

5.12 Product Liability

Except as disclosed in Exhibit 5.12, to Sellers' Knowledge, since 1 January 2014

(a) no product liability claims have been asserted or are being asserted/pending against any STAHL CS Company; and

(b)     no STAHL CS Company has received any written order from any governmental authority to recall any of the products manufactured and delivered by it.

5.13 Finders' Fees

No STAHL CS Company has any obligation or liability to pay any fee or commission to any broker, finder or agent with respect to this Agreement and the consummation of the transactions contemplated hereby.

5.14 Conduct of Business since 30 June 2016

Except for any transactions contemplated by or any facts or events disclosed in Exhibit 5.14 or disclosed in any other Exhibit to this Agreement, in the period between 30 June 2016 and the Signing Date, (i) the business of the STAHL CS Companies has been carried out in the ordinary course and in accordance with past practice (it being understood that the Sellers shall not be liable for a breach of this item (i), if and to the extent the respective Seller could not have had knowledge of the respective transaction or event outside of the ordinary course, as a direct consequence of the hold separate obligations under the Commitments) and, (ii) in particular, there has not been:

(a) any merger or similar business combination between any STAHL CS Company and any third party (other than another STAHL CS Company);

(b)     any acquisition or divestiture by any STAHL CS Company of a shareholding or business;

(c)     to the Sellers' Knowledge, any capital expenditure by any STAHL CS Company, by additions or improvements to property, plant or equipment, in excess of EUR 200,000 each which is not provided for in any plan or budget disclosed to Purchaser prior to the Signing Date;

(d) to the Sellers' Knowledge, any lay-off with respect to a significant part of the workforce of the STAHL CS Companies requiring any consent by, or consultation with, any

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workers' council or similar body of employee representatives, other than under existing reorganization or social plans disclosed in this Agreement;

(e)     any material change in any method of accounting or accounting practice or policy by any STAHL CS Company, except as required due to a concurrent change in generally accepted accounting principles; or

(f)     to the Sellers' Knowledge, any damage, destruction or other casualty loss (whether or not covered by insurance) of buildings or installations used by any STAHL CS Company for the conduct of its business, which has had, or would have, an effect on the result of such company of more than EUR 250,000.

5.15 No Other Representations and Warranties

Other than and subject to any warranties contained in this Agreement (including the Warranties), the Purchaser agrees to accept the Sold Shares and the STAHL CS Companies in the condition they are in on the Closing Date, based upon its own inspection, examination and determination with respect thereto (including the comprehensive due diligence investigation conducted by Purchaser), without reliance upon any express or implied representations, warranties or information of any nature made or provided by any of Sellers or any employee, advisor, agent or other representative of any Seller. Purchaser acknowledges that any of Sellers do not assume any disclosure or similar obligations in connection with the transactions contemplated hereby beyond the Warranties expressly contained in this Agreement, and that, only if and to the extent a Warranty has been expressly qualified by Sellers' Knowledge, only the knowledge of the persons referred to in Section 5(a) shall be attributable to any of Sellers in connection with such Warranty.

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Section 6

Representations and Warranties of Purchaser and Purchaser's Guarantor

Purchaser and Purchaser's Guarantor hereby represent and warrant to Sellers as follows, in each case as of the Closing Date, except that representations which are expressly made as of any specific dates shall be true and correct only as of such dates and it being understood that representations which are subject to Purchaser's knowledge shall be true and correct only as of the Signing Date:

6.1 Existence and Authorization of Purchaser, Purchaser's Guarantor and Other Transferees

(a)     As of the Signing Date and the Closing Date, Purchaser is a company duly incorporated, and validly existing under the laws of The Netherlands, is not insolvent or bankrupt and has all corporate powers required to carry on its business as presently conducted.

(b) As of the Signing Date and the Closing Date, Purchaser's Guarantor is a corporation duly formed, validly existing and in good standing under the laws of the state of New York, United States of America, is not insolvent or bankrupt and has all corporate powers required to carry on its business as presently conducted.

(c) As of the Closing Date, the Other Transferees are companies duly formed and validly existing under the laws of their respective jurisdiction, are not insolvent or bankrupt, and the execution and performance by the Other Transferees of the respective Share Transfer Agreements are within their respective corporate powers, do not violate their respective articles of association or by-laws and have been duly authorized by all necessary corporate actions on their part.

(d)     The execution and performance by Purchaser and Purchaser's Guarantor of this Agreement are within Purchaser's and Purchaser's Guarantor's corporate powers, do not violate their respective articles of association or by-laws and have been duly authorized by all necessary corporate actions on their part.

(e)     Subject to the approvals set forth in Section 4.2(a)(i) and 4.2(a)(ii) above, the execution and performance of this Agreement by Purchaser, Purchaser's Guarantor and the Other Transferees require no approval or consent by any governmental body, authority or official and do not violate any applicable law or decision by any court or governmental authority binding on Purchaser and/or Purchaser's Guarantor and/or the Other Transferees.

(f)     There is no lawsuit, investigation or proceeding pending against, or to Purchaser's knowledge, threatened in writing against Purchaser and/or Purchaser's Guarantor and/or Other Transferees before any court, arbitrator or governmental authority which in any manner challenges or seeks to prevent, alter or materially delay the transactions contemplated by this Agreement.

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6.2 Finders' Fees

Purchaser does not have any obligation or liability to pay any fees or commissions to any broker, finder or agent with respect to any of the transactions contemplated by this Agreement for which any Seller or, if this Agreement is terminated, any of the STAHL CS Companies could become liable.

6.3 Financial Capability

Purchaser and Purchaser's Guarantor, together or individually, have sufficient immediately available funds or binding and unconditional financing commitments, which are subject to no other conditions than the Closing Conditions, to make all payments required to be made by any of them under this Agreement. True and complete copies of all such financing commitments have been delivered to Seller 1 prior to the Signing Date.

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6.4 Purchase for Investment

Purchaser is purchasing the Sold Shares for investment for its own account (or the Designated Transferees' account, as the case may be) and not with a current view to any sale or distribution thereof.

6.5 Certain Information Related to Merger Control

(a) The information (commercial, financial, technical, legal and otherwise) provided by or on behalf of Purchaser to Sellers, the Monitoring Trustee and/or the European Commission in relation to the fulfillment of certain Purchaser requirements under the Commitments or otherwise prescribed by the European Commission is true, correct and not misleading as of the date on which such information has been submitted to the relevant recipient and as of today. Any further information that will after the Signing Date be submitted by or on behalf of Purchaser to Sellers, the Monitoring Trustee and/or the European Commission in connection with the Submission will be true, complete and not misleading as of the day of its submission to the relevant recipient.

(b) The information (financial and otherwise) supplied by Purchaser to Sellers for the purpose of any merger control assessment or filing is true and correct in all material respects as of the date as of which such information has been prepared.

Section 7

Covenants

7.1 Conduct of Business Prior to Closing

(a)     In the period between the Effective Date and the Closing Date, except as (i) contemplated by this Agreement, or (ii) set out in Exhibit 7.1(a), Sellers shall procure that, without prior written consent of Purchaser,

(i) none of the STAHL CS Companies makes or resolves any payment of dividend or other profit distribution (whether in cash or in kind) or in relation to the Tax sharing or Tax allocation in respect of any of the Other Tax Groups, except (x) to other STAHL CS Companies or (y) for any payment of profit under the Profit and Loss Transfer Agreement or payment by STAHL CS France, STAHL CS UK and/or STAHL CS US to any member of Sellers' Group for Tax sharing or Tax allocation in respect of any of the Other Tax Groups (as defined below in Section 9.4(b)), in each case under (y), if and to the extent the respective payment obligation of the STAHL CS Companies has been reflected in the Effective Date Accounts and has actually reduced the Final Purchase Price in accordance with Section 2.1(a);

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(ii) none of the STAHL CS Companies returns any share capital (whether by reduction of share capital or redemption or purchase of shares or otherwise) to any member of Sellers' Group;

(iii) none of the STAHL CS Companies assumes or grants any guarantees, comfort letters and security interests of any kind for any financial debt owed by Sellers or any member of Sellers' Group, and none of the members of Sellers' Group or any third party on behalf of any member of Sellers' Group and/or the STAHL CS Companies shall provide any guarantees, comfort letters and security interests of any kind in favour of, or on behalf of, any STAHL CS Company;

(iv) none of the STAHL CS Companies grants any loan to, or pays interest on any loan granted by, any member of Sellers' Group and/or their officers and directors (except in case of an arms' length interest rate for any additional loan from a member of Sellers' Group to STAHL CS China which loan is not in excess of an aggregate amount of EUR 1,000,000);

(v) none of the STAHL CS Companies transfers or purchases any assets to the benefit of any member of Sellers' Group, unless in the ordinary course of business and for fair consideration (gegen angemessene Gegenleistung), and/or their officers and directors;

(vi) none of the STAHL CS Companies engages in any other transaction (not contemplated by this Agreement or its Exhibits) with any entity of the Sellers' Group, unless in the ordinary course of business and for fair consideration (gegen angemessene Gegenleistung);

(vii) none of the STAHL CS Companies assumes any liability or obligations from any of the entities of the Sellers' Group, or makes any waiver of any rights against any entity of the Sellers' Group, unless in the ordinary course of business and for fair consideration (gegen angemessene Gegenleistung);

(viii) none of the STAHL CS Companies executes any agreement or undertaking to do any of the foregoing.

(b)     In the period between the Signing Date and the Closing Date, except as contemplated by this Agreement, Sellers shall, to the extent legally permitted, use reasonable efforts to procure that, subject to any limitations resulting from the Commitments or suggestions in writing or by email from the Monitoring Trustee, (i) the STAHL CS Companies carry out their business in the ordinary course and in accordance with past practice, (ii) none of the STAHL CS Companies engages in any of the actions referred to in Section 5.14(a) to 5.14(e) or executes any respective agreement or undertaking, and (iii) none of the STAHL CS Companies pays or incurs any third party costs or expenses arising in connection with the transactions contemplated by this Agreement, in each case unless Purchaser has given its prior written consent to such action (such consent not to be unreasonably withheld or delayed).

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7.2 Access to Information prior to Closing

In the period between the Signing Date and the Closing Date, Sellers shall, subject to any limitations resulting from the Commitments or suggestions in writing or by email from the Monitoring Trustee, grant Purchaser and its representatives, upon reasonable advance notice and during normal business hours, access to the books and records and the management (Geschäftsführung) of the STAHL CS Companies, to the extent needed by Purchaser in order to consummate the transaction contemplated hereby (including to obtain any financing in accordance with the terms of the financing commitments referred to in Section 6.3, as disclosed to Sellers prior to the Signing Date) provided that such access would, in Seller 1's reasonable opinion, (i) not result in the breach of any confidentiality obligation, (ii) not materially interfere with the conduct of the STAHL CS Business and (iii) not violate competition law.

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7.3 Carve-Out

In the period between the Signing Date and the Closing Date, Sellers shall procure that the following measures in relation to the separation of parts of the STAHL CS Business from Sellers' Group ("Carve-Out"), shall be taken:

(a) The Profit and Loss Transfer Agreement shall be terminated with effect as of the end of the fiscal year 2016, and, accordingly, any profit or loss, as the case may be, for the fiscal year 2016 shall be for the account of Seller 1.

In the event that Closing occurs although the Profit and Loss Transfer Agreement has not been validly terminated with effect as of the Effective Date, the Parties shall internally (im Innenverhältnis) treat each other as if the Profit and Loss Transfer Agreement had been terminated with effect as of the Effective Date.

(b) Seller 1 shall procure that the necessary measures to implement the logical and physical separation of the information technology of the STAHL CS Companies from the information technology of Sellers and the respective members of Sellers' Group as described in Exhibit 7.3(b) (the "IT Carve-Out") will be taken. To the extent the IT Carve-Out is not completed on or prior to the Closing Date, Purchaser shall procure that the STAHL CS Companies continue to take all measures that must be reasonably performed by them with a view to implement the IT Carve-Out, and Purchaser and Sellers shall fully cooperate with, and assist each other, in relation to the implementation.

(c) While a sale and transfer agreement for the sale and transfer of the patents listed in Exhibit 7.3(c) (the "Carve-Out IP") to STAHL CS Germany has been executed on 29 November 2016, registration and (in some jurisdictions) other acts for the perfection of title still have to be made. Seller 7 shall procure that all such registrations and acts of perfection for the Carve-Out IP shall be executed and made at no additional cost for any STAHL CS Company (i) until the Closing Date if reasonably possible, or (ii) as soon as reasonably possible after Closing Date, latest within 12 months after the Closing Date, in which case Purchaser shall procure reasonable assistance of STAHL CS Germany for such process of registration and perfection.

(d) The Sellers shall cause any Tax sharing or allocation agreement to be terminated not later than on and with effect as of the Effective Date.

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7.4 Certain Agreements between Sellers' Group and the STAHL CS Companies

Sellers shall procure that, on the Scheduled Closing Date at the latest, the following agreements between the STAHL CS Companies and members of Sellers' Group are terminated, amended or entered into, as the case may be:

(a) the agreements between certain entities of the Sellers' Group and certain STAHL CS Companies as listed in Exhibit 7.4(a) shall be terminated;

(b) an agreement for the supply of certain transitional services from certain entities of the Sellers' Group to certain STAHL CS Companies (the "TSA"), provided that a draft thereof (which has already been discussed between Sellers’ Group and STAHL CS Germany and which shall be finalized in good faith discussions with Purchaser) is attached as Exhibit 7.4(b);

(c) an agreement for the supply of certain products from certain entities of the Sellers' Group to certain STAHL CS Companies (the "Konecranes Products Supply Agreement") shall be entered into between certain entities of the Sellers' Group and certain STAHL CS Companies provided that a draft thereof (which has already been discussed between Sellers’ Group and STAHL CS Germany and which shall be finalized in good faith discussions with Purchaser) is attached as Exhibit 7.4(c);

(d) an agreement for the supply of certain products from certain STAHL CS Companies to certain entities of the Sellers' Group (the "STAHL CS Products Supply Agreement") shall be entered into between certain STAHL CS Companies and certain entities of the Sellers' Group provided that a draft thereof (which has already been discussed between Sellers’ Group and STAHL CS Germany and which shall be finalized in good faith discussions with Purchaser) is attached as Exhibit 7.4(d);

(e) a licence agreement under which the use of certain intellectual property owned by entities of the Sellers' Group is licensed to STAHL CS Germany on a royalty-free, irrevocable, non-exclusive, global and perpetual basis ("License Agreement"), has been entered into between Konecranes Global Corporation and STAHL CS Germany; a copy thereof is attached as Exhibit 7.4(e);

(f) a licence agreement, under which the use of certain intellectual property owned by STAHL CS Companies is licensed back to Konecranes Global Corporation for three years (extendable) on a royalty-free, irrevocable, non-exclusive and global basis ("Back-License Agreement") has been entered into between STAHL CS Germany and Konecranes Global Corporation; a copy thereof is attached as Exhibit 7.4(f).

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7.5 Release from Guarantees

(a)     Purchaser shall use all reasonable efforts to procure in cooperation with Sellers and with effect prior to or as of the Closing Date, the full and unconditional release (Freigabe im Außenverhältnis) of all relevant members of Sellers' Group from all obligations and liabilities relating to (i) those guarantees, comfort letters and security interests listed in Exhibit 7.5(a) or further guarantees, comfort letters and security interests (i.e. in addition to those listed in Exhibit 7.5(a)) up to an amount of EUR 1,000,000, which any member of Sellers' Group, or any third party on behalf of any member of Sellers' Group, has provided prior to the Signing Date, or (ii) subject to Section 7.1, those guarantees, comfort letters and security interests which any member of Sellers' Group, or any third party on behalf of any member of Sellers' Group, will provide prior to the Scheduled Closing Date, in the ordinary course of the business in favour of, or on behalf of, any STAHL CS Company to banks, other financial institutions, suppliers, customers or other third parties ("Sellers' Guarantees"). To the extent documentation confirming such release has not been obtained on the fifth Business Day prior to the Scheduled Closing Date, Purchaser shall provide to Seller, on the Scheduled Closing Date, one or more unconditional and irrevocable corporate guarantees issued by Purchaser's Guarantor and payable upon first demand, for the relevant Sellers' Guarantees in an amount equal to the aggregate (actual or contingent) liability of Sellers' Group under such Sellers' Guarantees.

(b) As of the Closing Date, Purchaser hereby assumes, as between the Parties, with full discharge (befreiende Schuldübernahme) of all relevant members of Sellers' Group all Sellers' Guarantees.

(c)     In addition to Purchaser's obligations under subparagraphs (a) and (b) above, Purchaser shall, with effect as of the Closing Date, indemnify and hold harmless the relevant members of Sellers' Group from any obligations and liabilities to any third party arising under or in connection with such Sellers' Guarantees and all damages and losses in connection therewith.

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7.6 Resignations

On the Scheduled Closing Date, Sellers shall deliver to Purchaser the resignations, effective prior to or on the Closing Date, of certain board members of the STAHL CS Companies who act as representatives of Sellers on such boards, as listed in Exhibit 7.6.

7.7 Use of Certain Marks

(a) After the Closing Date, Purchaser shall ensure that none of the STAHL CS Companies will use, or permit any third party to use, any name, trade name, trademark, Internet domain name or logo containing the designation "Konecranes" or any other name or mark similar thereto or indicating that STAHL CS Company is part of Sellers' Group (together "Sellers' Marks"). The STAHL CS Companies shall, however, be permitted for an interim period of three months after the Closing Date to continue to use any existing brochures or sales literature containing any of Sellers' Marks, and to sell any products and packaging which are in stock on the Closing Date carrying any of Sellers' Marks.

(b) The use of the name component “STAHL” as currently used in the STAHL CS Business by the STAHL CS Companies, is as of the Signing Date and as of the Closing Date in all material respect in compliance with the restrictions regarding the use of the name component “STAHL” set out in Exhibit 7.7(b). After the Closing Date, Purchaser shall procure that the STAHL CS Companies comply with the restrictions regarding the use of the name component "STAHL" set out in Exhibit 7.7(b). Purchaser shall indemnify the respective Seller as well as any other entity of the Sellers' Group from all Losses incurred by any of them as a result of any failure of Purchaser or the STAHL CS Companies to comply after the Closing Date with such restrictions.

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7.8 Non-Solicitation

For a period of three years after the Closing Date, Sellers shall procure that the other members of Sellers' Group (for so long as they are controlled by Konecranes) will not, actively solicit for employment of any Key Employee, provided, however, that this covenant shall not apply with respect to any person who (i) has been given notice of termination of his or her employment by the STAHL CS Company, (ii) has given notice of termination of, or agreed with the relevant STAHL CS Company to terminate, his employment prior to the commencement of employment discussions with any entity of Sellers' Group, or (iii) seeks employment with any entity of Sellers' Group as a result of general advertising or a referral by a third party agency (without direction by Sellers' Group to solicit such employee) or otherwise upon his own initiative without any inducement by any Seller or any other member of Sellers' Group.

7.9 Insurance

Purchaser is aware that the insurance coverage provided to the STAHL CS Business under group insurance policies of Sellers or members of Sellers' Group ceases with effect as of the Closing Date. Purchaser shall procure that the STAHL CS Companies obtain insurance coverage for the STAHL CS Business effective from the Closing Date. Such coverage shall be commensurate to the insurance coverage existing for the STAHL CS Business until the Closing Date. The new insurance coverage shall also include D&O insurance with coverage comparable to the D&O insurance coverage in place for the STAHL CS Business immediately prior to the date hereof, for risks relating to a period of five years prior to the Closing Date.

7.10 Access to Information and Cooperation after the Closing Date

After the Closing Date, Purchaser shall

(a) provide, and shall cause the STAHL CS Companies to provide, within the respective reporting deadlines of Konecranes as known to the STAHL CS Companies, all information required by Konecranes for purposes of the reporting requirement as of the Closing Date in order to allow Konecranes to comply with its own accounting and reporting obligations, and

(b) promptly afford to Sellers and their representatives access, upon reasonable advance notice, to all accounting, financial and other records of the STAHL CS Companies (and allow them to make copies thereof) from time periods prior to the Closing Date, as well as to the management, employees and auditors of the STAHL CS Companies and cause the STAHL CS Companies to reasonably cooperate with them in such respects, to the extent any such access is necessary to the Sellers in connection with the preparation of any financial statements or any audit, investigation, dispute, litigation or proceeding involving the STAHL CS Companies or its assets or business or the Commitments. Purchaser shall keep, and shall procure that the STAHL CS Companies will keep, all books and records relating to any period prior to the Closing Date in accordance with, and during the periods required under, applicable law. Purchaser shall cause the STAHL CS Companies to give Seller 1 reasonable notice

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prior to transferring, discarding or destroying any books or records of the STAHL CS Companies relating to any matter as to which Seller 1 has requested access in accordance with the above or which may be relevant with respect to any indemnity obligation of Seller 1 under this Agreement (in particular any Tax matter relating to any period prior to the Closing Date), and, if Seller 1 so requests, Purchaser shall deliver, or cause the STAHL CS Companies to deliver, such books or records to Seller 1.

7.11 Due Inquiry

Each Seller herewith confirms and guarantees that for purposes of Section 5(a) Juha Vanhanen and Kari Utriainen have duly inquired with Dr. Thomas Peukert and Werner Wagner not earlier than two Business Days prior to the Signing Date.

7.12 Further Assurances

The Parties shall reasonably cooperate in order to take, or cause to be taken, any other actions necessary under any applicable law or regulation to consummate the transactions contemplated by this Agreement.

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Section 8

Indemnification

8.1 Indemnification by Sellers and Purchaser

(a)     Subject to the provisions contained in this Section 8, Sellers shall indemnify Purchaser from any Losses (as defined below) asserted against, incurred or suffered by Purchaser or any STAHL CS Company as a result of a breach of any Warranty, covenant or agreement of Sellers contained in this Agreement, provided that Sellers have not remedied the breach within a reasonable time, in no event exceeding four months, after Sellers have been notified of such breach pursuant to Section 8.6(a) below.

(i) For the purpose of this Agreement, "Losses" shall mean all liabilities, reasonable costs and expenses and other damages within the meaning of Secs. 249 et seq. of the German Civil Code (BGB), including any reasonably foreseeable consequential or indirect damages (Folgeschäden, mittelbare Schäden), excluding, however: lost profits (entgangener Gewinn) and other consequential or indirect damages (Folgeschäden, mittelbare Schäden) that have not been reasonably foreseeable, any loss of goodwill or any reputational damage, income Taxes payable as a result of any indemnity payments, frustrated expenses (vergebliche Aufwendungen) within the meaning of Sec. 284 of the German Civil Code (BGB) and internal administration and overhead costs.

(ii) Any Loss of the Purchaser shall be computed net of (x) any present or future advantages and benefits (including avoided losses, Tax benefits and savings as well as increases in the value of any asset owned by the STAHL CS Companies (Abzug Neu für Alt)) related to the relevant matter and (y) any amounts which are actually recovered from an insurance (it being understood that the Purchaser shall be obliged to use best efforts to recover respective amounts) or would have been recoverable under any insurance policy as existing on the Closing Date if the insurance coverage had been continued without change, or which otherwise has actually been recovered from any third party. If the Sellers make any payment before the amount of the Losses is recovered from a third party, the Purchaser shall assign to the Sellers any claims it may have against such third party.

(iii) The Purchaser shall not be entitled to recover Losses or obtain payment, reimbursement, restitution more than once in respect of any one and the same liability, loss, cost, shortfall, damage, deficiency, breach or other set of circumstances, i.e. if and to the extent that Losses suffered or incurred by Purchaser or the Stahl CS Companies are duplicative, such Losses shall not be recoverable more than once. Irrespective of the Purchaser's method to calculate the purchase price for the Sold Shares, only the actual losses incurred by the respective STAHL CS Companies or Purchaser are taken into account and no multiplier of any kind is applied to the amount of any damage, nor shall any potential or actual reduction (Minderung) in the value of a STAHL CS Company be taken into account.

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(b)     Subject to the provisions contained in this Section 8, Purchaser shall indemnify Sellers from any Losses asserted against, incurred or suffered by any of Sellers or as a result of a breach of any representation, warranty, covenant or agreement of Purchaser or Purchaser's Guarantor contained in this Agreement. Sections 8.1(a)(ii) and 8.1(a)(iii) shall apply mutatis mutandis.

(c)     No Party shall be liable under this Agreement for any Loss to the extent that such Loss is attributable to a failure by the other Party to mitigate the Loss (Sec. 254 of the German Civil Code (BGB)).

(d) Any indemnity payments made by Sellers pursuant to this Agreement shall be deemed to be adjustments of the Purchase Price.

8.2 Losses Reflected in Financial Statements; Certain Offsets

Sellers shall not be liable to Purchaser for any Loss,if and to the extent such Loss or the relevant matter giving rise thereto is reflected as a specific write-off, value adjustment, liability or provision in (i) the Reference Financial Statements or (ii) in the Effective Date Accounts and has actually reduced the Final Purchase Price.

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8.3 Disclosed or Known Matters

(a)     Sellers shall not be liable for a breach of a Warranty if the underlying facts of the breach

(i) have been fairly disclosed to Purchaser or its representatives or advisors in writing or by e-mail prior to the Signing Date including, without limitation, disclosure in the hand-out to the management presentation or any expert sessions or any other written or e-mail response by any of Sellers or their representatives or advisors to questions by Purchaser or its representatives or advisors, or

(ii) have been fairly disclosed in the data room documents and other information made available by Sellers to Purchaser, its representatives and its advisors in the virtual data room operated by Intralinks Inc. (the "Virtual Data Room"), provided that any information included in folder 8.1 of the Virtual Data Room (Financial Information) shall not be deemed disclosed if and to the extent such information is neither included in any other section of the Virtual Data Room nor disclosed or known pursuant to any other subparagraph of this Section 8.3(a), or

(iii) have been fairly disclosed in a physical data room made available to Purchaser's legal advisors at MCF Corporate Finance, Hamburg ("Physical Data Room") which was open to access on 24/25 November 2016, or

(iv) have been fairly disclosed in the financial vendor due diligence report by PricewaterhouseCoopers, the tax vendor due diligence report by PricewaterhouseCoopers or the legal fact book prepared by Hengeler Mueller Partnerschaft von Rechtsanwälten mbB (the "Vendor Reports"), or

(v) are known to Purchaser otherwise as of the Signing Date.

For the avoidance of doubt, the underlying facts of a breach shall not be considered to be fairly disclosed in accordance with this Section 8.3(a), if and to the extent the respective facts and/or the relevant circumstances in connection therewith and/or associated relevant facts have been redacted in the information provided.

(b) Seller 1 and Purchaser have each received a DVD containing the Virtual Data Room as prepared by Intralinks Inc. as of 25 November 2016, a copy of which shall be deposited with the officiating notary who shall keep it along with this deed.

(c) This Section 8.3 does not apply for (i) any claims of Purchaser for breach of any Warranty contained in Sections 5.1 through 5.3 and (ii) tax claims under Section 9, other than tax claims under Section 9.1, and (iii) any claim of Purchaser und Section 8.8.

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8.4 Thresholds and Aggregate Amounts of Sellers' Liability

(a)     Sellers shall only be liable for any Losses arising from a breach of this Agreement if and to the extent any Loss with respect to an individual matter exceeds an amount of EUR 175,000, and then only if and to the extent that all indemnifiable Losses above such threshold exceed an aggregate amount of EUR 2,500,000 (in which case the entire amount of such Losses from the first Euro onwards (Freigrenze) shall be recoverable and not only the excess amount). This Section 8.4(a) does not apply (i) to any claims of Purchaser for breach of any Warranty contained in Sections 5.1 through 5.3, (ii) for breach of any of Sellers' covenants under Section 7.1(a), (iii) any claim of Purchaser under Section 8.8, and (iv) for claims under Section 9 (together the "Exempted Claims").

(b)     Sellers' aggregate liability for all claims arising out of or in connection with this Agreement, including for all breaches of the representations, warranties, covenants and agreements and under all indemnities contained herein, except for Exempted Claims, shall be limited to an amount equal to 1% of the Final Purchase Price.

(c) Sellers' aggregate liability for Exempted Claims (excluding any liability under Section 9, which shall be governed exclusively by Section 9) shall be limited to an amount equal to the Final Purchase Price.

(d) Sellers' aggregate liability under this Agreement (including any liability under Section 9) shall not exceed an amount equal to the Final Purchase Price.

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8.5 Limitation Periods

(a) All claims of Purchaser under any Warranty or any covenant in Section 7.1 shall be time-barred (verjähren) upon the expiration of a period of 18 months after the Closing Date, except for claims under the Warranties of Sellers contained in Section 5.3(a) and 5.3(b) which shall be time-barred five years after the Closing Date. Unless expressly otherwise provided in this Agreement (in particular in Section 9.6 with respect to claims concerning Taxes), all other rights and remedies of Purchaser under this Agreement shall be time-barred upon the expiration of a period of three years after the Closing Date.

(b) Sellers' rights under the indemnities

(i) contained in Section 7.5 shall become time-barred upon the expiration of a period of five years after the Closing Date;

(ii) contained in Section 7.7(b) shall become time-barred upon the expiration of a period of 20 years after the Closing Date; and

(iii) contained in Section 8.7 shall be subject to the applicable statutory limitation periods.

(c)     Unless otherwise expressly provided in this Agreement, all other claims of Sellers and Purchaser under this Agreement shall be time-barred in accordance with applicable law.

(d) Any limitation period pursuant to this Agreement shall be suspended (gehemmt) only in the event that a statement of claim is filed with Deutsche Institution für Schiedsgerichtsbarkeit e.V. (DIS) (in accordance with Section 12.6(b)) within the applicable limitation period. Secs. 203 and 204 (1) no. 2 et seq. of the German Civil Code (BGB) shall not apply. In case of an interruption (Neubeginn) (Sec. 212 of the German Civil Code (BGB)), the new limitation period shall be the longer of six months or the remainder of the initial limitation period.

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8.6 Indemnification Procedures

(a) In the event of a breach of a representation, covenant or agreement of Sellers contained in this Agreement, Purchaser shall promptly notify Sellers of such breach, describe its claim in detail and, to the extent then feasible, set forth the estimated amount of such claim. Sellers shall have the right to remedy the breach within a reasonable time, in no event exceeding four months, following such notice, and Purchaser shall, and shall cause the STAHL CS Companies to, reasonably cooperate with and assist Sellers in such remediation.

(b)     In the event that any suit, action, investigation, proceeding, claim or demand with respect to which Sellers may be liable under this Agreement is commenced, asserted or announced by any third party (including any governmental authority) against Purchaser or any of the STAHL CS Companies (the "Third Party Claim"), Purchaser agrees, and shall cause the relevant STAHL CS Companies, to permit Sellers and their representatives to participate in the defence of the Third Party Claim. The foregoing shall include (i) to promptly furnish to Sellers and their representatives copies of any correspondence received from or sent to any third party (including any questions or information requests by any competent court or authority) in connection with the Third Party Claim, (ii) to provide them access, upon reasonable advance notice and during normal business hours, to all relevant books and records, other information, premises and personnel, and (iii) to give them the opportunity to participate in all meetings, conferences and discussions with the third party and to comment on any draft correspondence and other communication to be sent to the third party. Purchaser shall further ensure that neither the Third Party Claim nor any allegation, finding, fact or circumstance relating thereto shall be settled, acknowledged or conceded without Sellers' prior written consent.

(c)     In addition, any Seller as determined by Seller 1 shall have the right, at any time during the proceedings, to assume the control of the defence of the Third Party Claim. In such case, the respective Seller may defend the claim addressee by all appropriate actions and shall have the sole power to direct and control such defence. In particular, (i) the respective Seller may appoint and instruct counsel (who shall be empowered by Purchaser or the relevant STAHL CS Companies by such documents as reasonably requested by the respective Seller) and (ii) Purchaser agrees, and shall cause each STAHL CS Company, to litigate or settle the Third Party Claim in accordance with the respective Seller's instructions and to comply with any other directions of the respective Seller in relation to the defence of the Third Party Claim, it being understood, however, that the Sellers shall only be entitled to settle the Third Party Claim or instruct Purchaser and/or the STAHL CS Companies to do so, without the Purchaser's prior written consent, if the Sellers acknowledge (anerkennen) in writing to Purchaser that the circumstances underlying the Third Party Claim constitute a breach of this Agreement and that Sellers shall be liable towards Purchaser for the amount of the Third Party Claim to be paid under the settlement. Purchaser shall fully cooperate, and cause each STAHL CS Company to fully cooperate with the respective Seller in the defence of any Third Party Claim.

(d)     To the extent that any Seller is in breach of a representation, covenant or agreement, all costs and expenses incurred by the respective Seller in defending the Third Party Claim shall be borne by the respective Seller. If it turns out that the respective Seller was not in breach, any costs and expenses reasonably incurred by the respective Seller or any other member of Sellers' Group in connection with the defence (including

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advisors' fees) shall be borne by Purchaser. Any costs and expenses incurred by Purchaser in connection with any cooperation or other action in accordance with subparagraph (b) or (c) above shall be borne by Purchaser, except for any Losses to be indemnified by Sellers under this Agreement.

(e)     Purchaser's failure to comply with any of its obligations under this Section 8.6 shall release Sellers from their respective indemnification obligation hereunder, except if and to the extent (i) Purchaser proves that Sellers are not prejudiced by such failure and (ii) such failure has caused Purchaser's Losses to increase. In no event shall Sellers be liable for any Third Party Claim which has been settled or acknowledged without Sellers' prior written consent.

(f)     No action by any Seller or its representatives in connection with the defence of any Third Party Claim shall be construed as an acknowledgement (whether express or implied) of Purchaser's claim under this Agreement or of any underlying facts related to such claim.

(g) This Section 8.6 does not apply for tax claims under Section 9, other than tax claims under Section 9.1.

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8.7 Certain Indemnities by Purchaser

Purchaser shall indemnify and hold harmless

(a) Sellers and any of their successors, directors, officers, shareholders, employees and agents ("Beneficiaries") from and against any liability arising out of or in connection with any action, claim or proceeding brought against the Beneficiaries by the Purchaser (or any persons affiliated with Purchaser) or the STAHL CS Companies with respect to or in connection with their capacity as (former) shareholders in or director, officer, employee or member of any corporate body (as the case may be) of the STAHL CS Companies (subject to Section 8.7(b) excluding any liability in relation to the Profit and Loss Transfer Agreement);

(b) Seller 1 against all obligations, if any, to provide security pursuant to Section 303 Subsection 1 of the German Stock Corporation Act (AktG);

(c) Sellers for a period of five years after the Closing Date against any claims raised by an insolvency administrator against the Sellers, in the event that insolvency proceedings are opened in respect of the STAHL CS Companies after the Closing Date and the insolvency administrator of the respective STAHL CS Companies challenges (anfechten) certain payments made by the STAHL CS Companies to any of the Sellers, unless such insolvency proceedings are opened due to a breach by the Sellers of any provisions of this Agreement;

(d) the Sellers from any additional transfer taxes assessed against any of the Sellers due to the designation of a Designated Transferee pursuant to Section 1.3;

(e) Sellers, any members of Sellers' Group, and any of their Beneficiaries from any claims brought by the Insurer (as defined in Section 8.9(d) below) against any of them in relation to any claims covered by the W&I Insurance (as defined in Section 8.9 below);

in each case of (a) through (d) above, unless and to the extent Purchaser has a right to claim damages or indemnification from any of the Sellers in respect of such liabilities under the terms of this Agreement, or, in each case of (a) through (e) above, unless and to the extent any such liability is based on willful misconduct. The claims under this Section 8.7 shall become time-barred in accordance with statutory law.

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8.8 Indemnity by Seller 7

Claims for the increase of employee invention compensation (Arbeitnehmererfindervergütung) have been raised against STAHL CS Germany by the employee Jürgen Weingärtner in relation to the two inventions "Chain sprocket with increased load capacity" underlying inter alia patent family EP 2047141B1 and "Deflecting roller with increased chain utilization" underlying inter alia patent family EP 2047142B1 (the "Weingärtner Claims"). The Weingärtner Claims are based also on the argument that the respective patents are used by Sellers' Group. The Weingärtner Claims are now dealt with before the German Arbitration Board under the Law on Employees' Inventions established at the German Patent and Trademark Office (Schiedsgericht) under file no. Arb. Erf. 57/14 (the "Weingärtner Proceedings"). Seller 7 shall indemnify STAHL CS Germany by way of an agreement for the benefit of third parties from any Loss incurred from the Weingärtner Claims by STAHL CS Germany after the Effective Date (which includes Losses incurred in connection with court proceedings) except for any employee invention compensation owed due to the use of the inventions by STAHL CS Germany, provided that such indemnity is conditional upon fulfillment of the requirements set forth in lit. (a) through (c) below, the fulfillment of which shall be procured and assured by Purchaser initiating the necessary steps (provided that (i) Purchaser shall not be responsible for any cooperation, assistance and exercise of rights by Seller 7 and (ii) Purchaser shall be deemed to have fulfilled its obligations under lit. (b) and (c) below if Seller 7 has been granted the relevant right and has not exercised such right within a period of one month after having been offered such right by, or having requested such right from, Purchaser or STAHL CS Germany):

(a)     STAHL CS Germany shall not settle any of the Weingärtner Claims without prior written consent from Seller 7.

(b) At its own cost, Seller 7 shall have the sole right to direct and control the Weingärtner Proceedings and any related settlement negotiations which includes the right to instruct the lawyers of the law firm CBH, Cornelius Bartenbach Haesemann & Partner (current adviser in charge: Mr. Jens Kunzmann) on behalf of STAHL CS Germany. Seller 7 shall have the right to request that STAHL CS Germany changes its lawyers, after consulting with Dr. Thomas Peukert of STAHL CS Germany.

(c)     Seller 7 shall have the right to decide in its sole discretion in case the Weingärtner Claims are brought before a court (i) whether or not the Weingärtner Claims are settled in part or in total, (ii) whether defense or counter claims are brought before the court and (iii) whether any appeal (Rechtsmittel) is brought forward in case the Weingärtner Claims are decided by any court and how the appeal is conducted.

STAHL CS Germany shall fully cooperate with Seller 7 and, in particular, provide Seller 7 with any information needed by Seller 7 in order to exercise any rights hereunder.

The Parties are aware that in case of a settlement of the Weingärtner Claims it is the intention of Seller 7 to make Mr. Weingärtner waive any claims against Sellers' Group and the STAHL CS Companies.

The Parties agree that this Section 8.8 does not create any obligation for any of the Sellers to provide information to STAHL CS Germany in connection with the Weingärtner Proceedings or any court proceedings related to the Weingärtner Claims.

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The above shall apply mutatis mutandis (entsprechend) in case claims for the increase of employee invention compensation (Arbeitnehmererfindervergütung) will be raised against STAHL CS Germany by the co-inventors of Jürgen Weingärtner in relation to the invention "Chain sprocket with increased load capacity".

8.9 W&I Insurance

Purchaser is considering to take out W&I insurance from an insurer in respect of certain claims which Purchaser may potentially have against Sellers under this Agreement (the "W&I Insurance"). For the case that Purchaser decides to take out any such W&I Insurance, the Parties agree on the following:

(a) the validity and collectability risk in respect of the W&I Insurance shall solely and irrevocably rest with Purchaser;

(b) the policy for the W&I Insurance shall provide for the benefit of Sellers that only in case of willful misconduct of Sellers any claims of Purchaser against Sellers shall be subrogated against Sellers, by operation of law or contractually;

(c) if and to the extent any claim of Purchaser against Sellers under this Agreement is covered by the W&I Insurance, Sellers shall only be liable for amounts not covered under the W&I Insurance; and

(d) Purchaser's sole recourse for any claims covered by the W&I Insurance in excess of the liability cap provided for in Section 8.4(b) above shall, except for Exempted Claims, be solely against the entity underwriting the W&I Insurance (the "Insurer").

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8.10 No Additional Rights or Remedies

(a)     The Parties agree that the rights and remedies which Purchaser and Sellers may have with respect to the breach of a representation, warranty, covenant or agreement or with respect to any indemnity contained in this Agreement are limited to the rights and remedies explicitly contained herein.

(b)     Any and all rights and remedies of any legal nature which Purchaser may otherwise have (other than the claims for specific performance (primäre Erfüllungspflichten)) and the other rights and remedies explicitly set forth herein) against Sellers in connection with this Agreement or the transactions contemplated hereby shall be excluded. In particular, without limiting the generality of the foregoing, Purchaser hereby waives any claims under the statutory representations and warranties (Secs. 434 et seq. of the German Civil Code (BGB)), irrespective of whether any defects (Mängel) exist on the Signing Date or arise in the period between the Signing Date and the Closing Date, and any claims relating to statutory contractual, precontractual or quasi-contractual obligations (Secs. 280 to 282, 311 of the German Civil Code (BGB)), frustration of contract (Sec. 313 of the German Civil Code (BGB)) or tort (Secs. 823 et seq. of the German Civil Code (BGB)).

(c)     Purchaser shall not have any right to rescind, cancel or otherwise terminate this Agreement or exercise any right or remedy which would have a similar effect, except for the termination rights set forth in Section 10.

(d) The provisions of this Section 8 shall not affect any rights and remedies of Purchaser based on fraud or wilful misconduct of Sellers.

Section 9

Taxes

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9.1 Tax Warranty

Each Seller hereby represents and warrants to Purchaser in the form of independent undertakings (Sec. 311 (1) of the German Civil Code – BGB) ("Tax Warranties") that the statements set forth in this Section 9.1 are true and correct for the period between Effective Date and Closing Date.

(a) Any STAHL CS Company will timely and duly pay or withhold all Taxes, including but not limited to any tax pre-payments, due (fällig) and payable up to and including Closing Date at the latest, and transfer the respective Tax to the respective competent Taxing Authority.

(b) Any Tax Return to be prepared by or on behalf of any STAHL CS Company up to and including the Closing Date at the latest will be prepared diligently and in good faith and will duly and timely be filed taking into account any tax extensions granted by a competent Taxing Authority.

(c) Up to and including Closing date any STAHL CS Company keeps and has access to all books, accounts, records, information and data relating to past events as required to be in possession of the STAHL CS Company at this time by respective applicable Tax law at this time.

Sellers shall indemnify Purchaser from any tax ancillary payment in the meaning of Section 3 para 4 German Tax Code (Abgabenordnung) or comparable foreign law (e.g. interest, penalties, late payment fees) and reasonable advisor costs asserted against, incurred or suffered by Purchaser or any STAHL CS Company as a result of a breach of any Tax Warranty. Sellers shall have no other legal remedy in case of breach of any Tax Warranty.

9.2 Tax Indemnity

(a) Sellers shall pay to Purchaser an amount equal to any Taxes (as defined below) which are imposed on and payable by any of the STAHL CS Companies to any competent governmental authority in charge of imposing or receiving the relevant Tax (a "Taxing Authority") for any Tax assessment period ending on or before the Effective Date ("Pre-Effective Date Tax Period").

For the purpose of this Agreement, "Tax" means any (i) tax and any tax-related ancillary obligation (steuerliche Nebenleistungen) within the meaning of Sec. 3 of the German Tax Code (Abgabenordnung), (ii) any mandatory social security contribution (Sozialversicherungsbeiträge) or similar contributions of any kind, (iii) tariffs (Zölle), (iv) any secondary liability for any of such tax mentioned under (i) to (iii) and (v) any tax equivalent to (i) to (iv) under the laws of any other jurisdiction and any tax-related ancillary obligation, but in any case excluding for the avoidance of doubt deferred taxes and/or notional taxes.

(b) Sellers shall pay to Purchaser an amount equal to any Taxes which are imposed on and payable by any of the STAHL CS Companies due to the transfer of Stahl CS China to Stahl CS Germany and the termination and settlement of cash pool liabilities/

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receivables with Stahl CS Companies. Any claim pursuant to Section 9.2(a) and/or Section 9.2(b) is hereinafter referred to as "Indemnification Claim".

(c) Purchaser shall not have an Indemnification Claim if and to the extent

(i) the relevant Tax has been settled prior to or on the Effective Date;

(ii) the relevant Tax could have been recovered from a third party despite Purchaser's and the respective STAHL CS Company's reasonable efforts to enforce the relevant claim against the third party;

(iii) the relevant Tax has actually been offset or could, under applicable law, have been (including, on the basis of an as-if assessment as set forth in Section 9.9(d)) offset against Tax loss carry backs or loss carry forwards that are or were available (including as a result of subsequent Tax audits) in the period to which such Taxes are allocable, excluding, however, for the avoidance of doubt, carry backs of Tax losses that originated in periods after the Effective Date;

(iv) the relevant Tax has resulted from or has been increased by any action, transaction or omission (including any change in the accounting or taxation principles or practices of the STAHL CS Companies, any change in the exercise of any Tax election right, the change of any transfer pricing scheme, the amendment of any Tax Return or the approval or implementation of any reorganization measure) of Purchaser, any member of Purchaser's Group or of any of the STAHL CS Companies introduced after the Closing Date for or with direct legal effect into a Pre-Effective Date Tax Period except if required by mandatory law;

(v) Purchaser has breached any obligation pursuant to Section 9.5 in relation to the relevant Tax, unless and to the extent that Purchaser proves that the relevant Tax could not have been avoided or reduced even if Purchaser had complied with such obligations; or

(vi) the relevant Tax or the facts and circumstances from which such Tax results gives rise to a corresponding Tax saving, irrespective of whether the Tax saving relates to the same type of Tax for example, due to the lengthening of any amortization or depreciation periods, higher depreciation allowances, a step-up in the Tax basis of assets, the non-recognition of liabilities or provisions (Phasenverschiebung) or deductibility of additional VAT or transfer Taxes for income Tax purposes), of the Purchaser's Group or any of the Stahl CS Companies (the "Tax Benefit"). The amount of the Tax Benefit to be deducted from the Tax Indemnification Claim is the aggregate of (i) the face value of the Tax Benefit which is allocable to any period prior to and including the date on which the respective Tax Indemnification Claim becomes due and payable and (ii) the net present value of the Tax Benefit which is allocable to a period after such date. The net present value of the Tax Benefit shall be calculated on a lump-sum basis by applying (i) the Tax rate applicable at the time when the Tax Indemnification Claim becomes due and payable and (ii) a discount rate of two percent (2%) per annum over the anticipated period to which the Tax Benefit is allocable.

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(d) The Tax Indemnification Claim becomes due (fällig) and payable (zahlbar) within ten (10) Business Days after Sellers have received Purchaser's notice pursuant to Section 9.5(c) below, provided, however, that Sellers shall not be obliged to make any payment earlier than five (5) Business Days before the respective Tax becomes due and payable to the competent Taxing Authority. In case of an appeal and/or lawsuit being filed against the relevant Tax assessment, the Tax Indemnification Claim does not become due and payable by Sellers prior to the Tax Assessment becoming unappealable (formell bestandskräftig), provided that the Taxing Authority or Tax court has granted a preliminary relief from the assessed Tax payment obligation by way of suspension of payment until the final assessment (Aussetzung der Vollziehung). For the avoidance of doubt any interest accruing during the term of suspension shall also be indemnified by the Sellers. If suspension of payment until the final assessment is not granted, Sellers shall make a respective advance indemnification payment to the Purchaser, provided the Purchaser agrees to the following: If on the basis of the final Tax assessment following the appeal and/or lawsuit, the Tax Indemnification Claim is lower than the advance indemnification payment by Sellers, then the difference shall be reimbursed by Purchaser, including all interest received from the Taxing Authorities thereon net of any Tax thereon, if any. The preceding sentence applies accordingly if the relevant Tax is reduced otherwise after Sellers have made payment in fulfilment of a Tax Indemnification Claim.

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9.3 Tax Refunds

(a) Purchaser shall pay to Sellers the amount of the refund of any Tax, whether received in cash, by way of set-off or otherwise ("Tax Refund"), received by any of the STAHL CS Companies and related to any Pre-Effective Date Tax Period, except if and to the extent the respective Tax Refund was already received until and including the Effective Date. Any amount payable to Sellers pursuant to this Section 9.3 (a) shall be due and payable within ten (10) Business Days after the relevant Tax Refund has been actually received by Purchaser's Group or any of the STAHL CS Companies. Any failure by Purchaser to timely pay such amount shall result in Purchaser's immediate default without any reminder by Sellers being requested.

(b) Purchaser shall deliver for the next seven (7) calendar years following the Closing Date to Sellers within six months following the end of a calendar year a written statement stating whether and to what extent a Tax Refund has been received during the previous calendar year. Sellers shall be entitled to review such statement and Purchaser shall, and shall procure that the STAHL CS Companies will, provide to Sellers upon Sellers' request all information and documentation reasonably requested by Sellers for such review.

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9.4 Tax Groups

(a) The Parties are aware that a Tax group for corporate income Tax and trade Tax purposes (körperschaftsteuerliche und gewerbesteuerliche Organschaft) exists between Seller 1 and Stahl CS Germany ("German Tax Group"). Due to the envisaged termination of the Profit and Loss Transfer Agreement with effect as of the end of the fiscal year 2016, the German Tax Group will remain existing for the entire fiscal year 2016, but no longer apply as from 1 January 2017 onwards.

(b) The Parties are aware that Tax consolidation schemes for income Tax purposes exist also between entities of the Seller's Group on the one hand and STAHL CS France, STAHL CS UK and STAHL CS US on the other hand (collectively "Other Tax Groups").

(c) Sellers and Purchaser shall cooperate and shall take all actions which are required to ensure that the German Tax Group has been, is and will remain recognized for the fiscal year 2016 and all previous fiscal years. If and to the extent that, for that purpose, any payments are to be made by Seller 1 to STAHL CS Germany, or vice versa under the Profit and Loss Transfer Agreement which are not otherwise provided for in this Agreement, Seller 1 and Purchaser shall compensate each other for such payment. The Parties herewith covenant not to, and the Purchaser shall procure that STAHL CS Germany will not, after the Closing Date, reopen any statutory annual accounts of STAHL CS Germany for periods before 1 January 2017 or otherwise make any claims under the Profit and Loss Transfer Agreement, except for any Loss Compensation Receivable or the Profit Transfer Payable (as defined above).

(d) Purchaser shall indemnify Seller 1 from any Taxes (including Tax prepayments) payable by Sellers' Group if and to the extent such Tax (i) results from the German Tax Group and (ii) is a consequence of any measure, action, omission by Purchaser, any member of Purchaser's Group or any of the STAHL CS Companies introduced after the Closing for or with direct legal effect into a Pre-Effective Date Tax Period except if required by mandatory law or if agreed in advance with Seller 1. If and to the extent such measure, action or omission does not result in a Tax payable by Sellers or any other Sellers' Group, but in a reduction of Tax loss carry forwards or similar Tax attribute attributable to any of them, Purchaser shall pay to Sellers or such Sellers' Group an amount equal to the net present value of such loss carry forward or attribute. Section 9.2(d) sent. 1 applies mutatis mutandis.

(e) Purchaser shall (i) cause STAHL CS Germany not to raise against any member of Sellers' Group any claims relating to group charges (Umlagen) in respect of the German Tax Group and (ii) indemnify Sellers and any member of Sellers' Group from any claims raised by STAHL CS Companies with respect to such group charges. Section 9.2(d) sent. 1 applies mutatis mutandis.

(f) If and to the extent (i) Tax assessments after the Effective Date lead to an increased taxable income of Sellers' Group as a result of the German Tax Group and (ii) such increase gives rise to any Tax Benefit at the level of the STAHL CS Germany or Purchaser's Group in a period beginning after the Effective Date ("Reverse Tax Benefit"), Purchaser shall pay to Sellers an amount equal to the net present value of any Tax benefits ("Reverse Tax Benefit Claim"). The net present value of such Reverse Tax Benefit is to be calculated in accordance with Section 9.2(c)(vi) sent. 3. The Reverse Tax Benefit Claim becomes due and payable within ten (10) Business

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Days after the the relevant Reverse Tax Benefit has been actually been realized by any STAHL CS Company or Purchaser's Group. Any failure by Purchaser to timely pay such amount shall result in Purchaser's immediate default without any reminder by Sellers being requested.

(g) Sections 9.4(c) through 9.4(f) shall apply accordingly to the Other Tax Groups. If and to the extent that any Other Tax Group continues to exist until the Closing Date, the following applies:

(i) To the extent permissible, Purchaser shall cooperate, and shall, following the Closing Date, cause the relevant STAHL CS Company to cooperate, in good faith so that any Tax group payment arrangements shall for Tax purposes be treated as ended on the Effective Date.

(ii) Purchaser shall pay to Sellers an amount equal to any Tax which is imposed on and payable by any Seller if and to the extent such Tax is based on the income of STAHL CS France, STAHL CS UK and STAHL CS US that relates to the period beginning after the Effective Date and ending on the Closing and is attributable to a Seller under any Other Tax Group.

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9.5 Cooperation in Tax Matters; Tax Audits and Proceedings

(a)     Purchaser shall fully cooperate, and shall cause the members of Purchaser's Group, STAHL CS Companies and their representatives to fully cooperate, with Sellers in connection with all Tax matters relating to any Pre-Effective Date Tax Period. Such cooperation shall include (but shall not be limited to) the providing and making available by Purchaser of all books, records and information, and the assistance of all officers and employees of the STAHL CS Companies, to the extent necessary or useful in connection with such Tax matters. Purchaser agrees to keep, store and not to destroy any books and records relating to Tax matters as required by applicable law. This Section 9.5(a) applies accordingly to all Tax matters concerning the Other Tax Groups and the period between the Effective Date and the Closing Date.

(b) After the Closing Date, Purchaser shall prepare and file (or cause the STAHL CS Companies to prepare and file), when due, all returns, declarations, reports, claims for refund, notices, forms or information relating to any Tax ("Tax Returns") required to be filed by or on behalf of the STAHL CS Companies with respect to any Pre-Effective Date Period, other than those required to be filed by any member of Sellers' Group based on any Tax consolidation scheme. Purchaser shall provide, or cause to be provided, drafts of such Tax Returns thirty (30) Business Days prior to the relevant filing date in order to enable Sellers to review such Tax returns and to provide comments thereon to Purchaser. All such Tax Returns and any amendments to all Tax Returns filed by the STAHL CS Companies which relate to any Pre-Effective Date Period shall require the prior written consent of Sellers which shall not be unreasonably withheld and is deemed to be granted if not reasonably substantiated rejected in written form within twenty (20) Business Days after receipt of respective Tax Return and shall, if Sellers and Purchaser fail to reach an agreement thereon, be prepared and filed in accordance with Sellers' instructions to the extent these instructions are in line with applicable laws.

(c)     After the Closing Date, Purchaser shall provide (or cause the other members of Purchaser's Group and the STAHL CS Companies to provide) to Sellers without undue delay and in written form copies of all Tax assessment notices, other written decisions, written notices of any Tax audit, proceeding or investigation and any other written or other material communication received by any of the STAHL CS Companies or Purchaser or any member of Purchaser's Group from any Taxing Authority or court and relating to any Tax of a Pre-Effective Date Tax Period (i) with respect to which Sellers may incur any liability hereunder, (ii) which is otherwise attributable to Sellers (or any shareholder of any Seller) under any Tax consolidation scheme with any of the STAHL CS Companies or (iii) which relates to any Tax claim to which a Seller is entitled pursuant to this Section 9. Such notice shall upon Sellers written request be accompanied by evidence reasonably necessary to determine the relevant facts and amounts.

(d) Purchaser shall procure that for Taxes relating to the Pre-Effective Date Tax Period (i) Sellers and their representatives will be granted the right to participate in meetings, discussions and correspondence with the relevant Taxing Authorities, including in connection with any Tax audits, (ii) all written questions or written information requests or other material (non-written) inquiries by the Taxing Authorities, including Tax auditors, will be forwarded to Sellers without undue delay for Sellers' evaluation and comments and (iii) any comments by Sellers or their representatives will be duly reflected in any statement or comment sent by the relevant STAHL CS Companies to

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the Taxing Authorities. Purchaser shall not (and shall ensure that the STAHL CS Companies and any member of Purchaser's Group will not) settle, concede, acknowledge, or consent to, any findings of any Tax audit relating to any Pre-Effective Date Tax Period without the prior written consent of Sellers which shall not be unreasonably withheld and is deemed to be granted if not reasonably substantiated rejected in written form within twenty (20) Business Days after receipt of respective request of the Purchaser or respective STAHL CS Company or member of Purchaser's Group, and Purchaser shall withdraw or shall ensure that STAHL CS Companies and members of Purchaser's Group will withdraw any legal remedies on Seller's instructions.

(e) Purchaser shall procure that, upon the request of Sellers, objections will be filed, and legal proceedings be commenced and conducted or withdrawn, against any Tax assessments or other decisions of the Taxing Authorities with respect to Taxes for which Seller may be liable under Section 9.2. Alternatively, Sellers may elect at any time to direct and conduct, through counsel of their own choice and at their own expense, the defence (including any legal remedies, correspondence and other actions and the withdrawal of such) with respect to any audit or proceeding before any authority or court related to any Tax for which Sellers may be liable under Section 9.2 or to any Tax claims to which Sellers may be entitled to pursuant to this Section 9 (together "Tax Litigation"). In the latter case the Purchaser's obligations to inform the Seller according to Section (c) and (d) above apply mutatis mutandis for the Seller towards the Purchaser and STAHL CS Companies.

(f) If Sellers elect to direct a Tax Litigation, (i) Purchaser shall cooperate and comply with, and shall cause the member of Purchaser's Group and the STAHL CS Companies or their respective successors to cooperate and comply with, Sellers' instructions with respect to such Tax Litigation and (ii) Purchaser shall without undue delay empower, and shall cause the members of Purchaser's Group and the STAHL CS Companies or their respective successors to empower without undue delay (by power-of-attorney and such other documentation as may be necessary and appropriate as prepared by Seller), any Tax counsel or other representative designated by Sellers to represent the relevant STAHL CS Companies or their successor in the Tax Litigation. Purchaser shall ensure that no Tax Litigation will be settled, and no fact or circumstance relevant to any Tax Litigation be acknowledged or conceded, without the prior written consent of Sellers which shall not be unreasonably withheld and is deemed to be granted if not reasonably substantiated rejected in written form within twenty (20) Business Days after receipt of respective request of the Purchaser or respective STAHL CS Company.

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9.6 Allowance and Aggregate Amounts of Parties' Liability

(a) No liability shall attach to a Party in relation to a payment claim of the other Party under this Section 9, if all claims under this Section 9 collectively are less than EUR 100,000 (allowance / Freibetrag).

(b) The aggregate liability of any Party for all claims under this Section 9 shall not exceed an amount of Euro 75,000,000 (Euro seventy five million).

9.7 Limitation Periods

If and to the extent that claims under this Section 9 relate to STAHL CS Germany these claims shall become time-barred six months after the assessment of the relevant Tax has become final and binding and non-appealable (formell und materiell bestandskräftig); if and to the extent that claims under this Section 9 relate to other STAHL CS Companies than STAHL CS Germany these claims shall become time-barred at the earlier of six month after after the assessment of the relevant Tax has become final and binding and non-appealable (formell und materiell bestandskräftig) and the seventh anniversary of the Closing Date provided that Sellers' claims pursuant to Section 9.3 and Section 9.4(e) become time-barred not before three months after Purchaser has informed the relevant Seller in writing about the Tax Refund or Reverse Tax Benefit.

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9.8 Purchase Price Adjustments

Payments under this Section 9 constitute an adjustment of the Purchase Price.

9.9 Miscellaneous

(a) Any economic double counting in connection with claims pursuant to this Section 9 is excluded.

(b) Whenever in this Section 9 a reference is made to a certain legal entity (e.g. Sellers, other members of Sellers' Group, Purchaser, other member of Purchasers' Group, any of STAHL CS Companies) this reference, for the avoidance of doubt, always includes any legal successor of the referred entity (e.g. the receiving entity in a merger).

(c) If, after Sellers have made a payment on account of a Tax Indemnification Claim to Purchaser pursuant to Section 9, or Purchaser has made an overpayment on the basis of Section 9, Purchaser shall pay to Sellers or, as the case may be, Sellers shall pay to Purchaser an amount equal to the overpayment plus an amount equal to any interest received net of any Tax thereon or, as the case may be, interest payable.

(d) Tax for Tax assessment periods beginning before and ending after Effective Date (Straddle Period) shall be divided into a period ending on and including the Effective Date (Pre-Effective Straddle Period) and a period beginning after the Effective Date (Post-Effective Straddle Period). Tax attributable to the Pre-Effective Straddle Period shall be the Tax to which any STAHL CS Company would be liable if the Pre-Effective Straddle Period was a separate Tax assessment period (as-if assessment/als-ob Veranlagung). If and to the extent that facts and circumstances which influence the amount of Tax cannot be allocated either to the Pre-Effective Straddle Period or the Post-Effective Straddle Period, the resulting Tax from these facts and circumstances shall be allocated on a pro rata temporis basis to the Pre-Effective Straddle Period and the Post-Effective Straddle Period.

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9.10 Exclusivity

Unless explicitly stated otherwise in this Agreement, Taxes are exclusively governed by this Section 9.

Section 10Termination

10.1 Termination Rights

This Agreement may be terminated (Rücktritt) prior to the Closing by written notice to the respective other Parties (to be given within one month after the termination right has arisen) as follows:

(a) by any Party if any competent governmental authority or court pursuant to Section 4.2(a)(iv) has prohibited the consummation of the Closing;

(b) by any Party if

(i) any approval pursuant to Sections 4.2(a)(i) and 4.2(a)(ii) has been finally refused or has not been obtained two Business Days prior to 30 April 2017; or

(ii) Closing has not occurred within 3 months from the date of the approval referred to in Section 4.2(a)(i); or

(iii) the condition in Section 4.2(a)(iii) has not been fulfilled two Business Days prior to 30 April 2017;

provided that, in case of Sections 10.1(b)(ii) and (iii), the right of termination shall not be available to a Party if

(1) such Party fails to take any action required to be taken by such Party to fulfil the relevant Closing Condition(s) or prevents the occurrence of the respective Closing Condition otherwise, and if, to the extent applicable,

(2) the other Party has taken, or unconditionally offers in writing to take simultaneously (Zug um Zug), any action required to be taken by such other Party to fulfil such relevant Closing Condition(s).

(c) by any of the Sellers if Purchaser fails to make, within three Business Days after the Scheduled Closing Date, the payment referred to in Section 2.4 above.

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10.2 Effects of Termination

Upon notice of termination in accordance with Section 10.1, all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party, except that (i) any obligation of any Party for breach of this Agreement prior to the date of termination, (ii) the provisions in this Section 10.2 and Section 12 and the confidentiality agreement, dated 2 September 2016, between Purchaser’s Guarantor and Konecranes Plc("Confidentiality Agreement"), in each case survive and shall remain in full force and effect. The Parties agree that the limitation periods applicable to the confidentiality and non-solicitation provisions under such confidentiality agreement shall run again at full length from the effective date of termination of this Agreement.

Section 11

Hold Separate

Purchaser acknowledges that Sellers are likely not aware of certain confidential issues about the STAHL CS Business due to certain hold separate obligations under the Commitments. Purchaser further agrees that the Monitoring Trustee shall not be considered an agent (Erfüllungsgehilfe) or representative (Vertreter) or in any other manner a knowledge holder (Wissensvertreter) of any of Sellers.

The Parties agree that nothing contained in this Section 11 shall qualify or limit Sellers' obligations and/or liability under any Warranty (unless qualified by Sellers' Knowledge), indemnity, covenant, performance obligation or agreement contained in this Agreement, provided that Sellers shall be relieved from any information obligation vis-à-vis the Purchaser, if and to the extent, the Sellers are not aware of the respective information due to the hold separate obligations under the Commitments.

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Section 12

Miscellaneous

12.1 Notices

Unless agreed otherwise, all notices, requests and other communications hereunder shall be made in writing in the English language and delivered by hand or by courier to the person at the address set forth below, or such other person or address as may be designated by the respective Party to the other Party in the same manner.

To all or any of Sellers:

Konecranes Plc
Att. Sirpa Poitsalo
Vice President, General Counsel
P.O.Box 661, Koneenkatu 8FI-05801 HyvinkääFinland

with a copy to:

Hengeler Mueller Partnerschaft von Rechtsanwälten mbB
Att. Dr. Joachim Rosengarten and Dr. Andreas Hoger
Bockenheimer Landstraße 24
60323 Frankfurt am Main
Germany

To Purchaser and/or Purchaser's Guarantor:

Alan S. KormanV.P., Corporate Development, General Counsel & Corporate SecretaryColumbus McKinnon Corporation205 Crosspoint ParkwayGetzville, New York 14068USA

with a copy to:

DLA Piper UK LLP
Attn.: Dr. Benjamin Parameswaran
Jungfernstieg 7
20354 HamburgGermany

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12.2 Public Disclosure; Confidentiality

No Party shall make any press release or similar public announcement with respect to this Agreement, and each Party shall keep confidential and not disclose to any third party the contents of this Agreement and any confidential information regarding the other Party disclosed to it in connection with this Agreement or its implementation, except as expressly agreed upon with the other Party and except as may be required in order to comply with the requirements of any applicable laws or the rules and regulations of any stock exchange upon which any securities of the relevant Party or any of its (direct or indirect) shareholders are listed.

12.3 Costs and Expenses

(a)     All transfer Taxes (including real estate transfer Taxes, if any), stamp duties, fees (including notarial fees), registration duties, charges related to any regulatory requirements (including merger control proceedings) and other charges and costs payable in connection with the execution of this Agreement and the Share Transfer Agreements and the implementation of the transactions contemplated hereby shall be borne by Purchaser.

(b)     Except as set forth in subparagraph (a) above, each Party shall pay its own expenses, including the costs of its advisors, incurred in connection with this Agreement and the Share Transfer Agreements.

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12.4 Entire Agreement; Amendments and Waivers; Assignments

(a)     This Agreement (including all Exhibits hereto) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto, except for the Confidentiality Agreement which will remain in full force and effect until the Closing Date or, if this Agreement is terminated pursuant to Section 10, beyond the date of such termination.

(b)     Any provision of this Agreement (including this Section 12.4) may be amended or waived only if such amendment or waiver is (i) by written instrument executed by all Parties and explicitly referring to this Agreement or (ii) by notarized deed, if required by law.

(c) Except as expressly set forth in this Agreement, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party.

12.5 Liability

(a) Each of Seller 1, Seller 2, Seller 3, Seller 4, Seller 5, Seller 6 and Seller 8 shall be liable only individually (einzelschuldnerisch) for all of its respective liabilities and obligations arising under or in connection with this Agreement, provided that Sellers' Guarantor shall be jointly and severally liable (gesamtschuldnerisch) for all liabilities and obligations of each of the Sellers arising under or in connection with this Agreement.

(b) Purchaser's Guarantor shall be jointly and severally liable (gesamtschuldnerisch) with Purchaser for all liabilities and obligations of Purchaser arising under or in connection with this Agreement, and Purchaser's Guarantor hereby guarantees by way of an independent guarantee on first demand the timely payment by STAHL CS Germany of any profit under the Profit and Loss Transfer Agreement.

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12.6 Governing Law; Jurisdiction; Service of Process

(a)     This Agreement shall be governed by the laws of Germany (excluding conflict of law rules and the UN Convention on the sale of goods).

(b)     Any dispute arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, shall be finally settled, under exclusion of any state court's competence (except for proceedings for temporary or interlocutory relief), by arbitration in accordance with the arbitration rules of Deutsche Institution für Schiedsgerichtsbarkeit e.V. (DIS), as in effect from time to time. The arbitral tribunal shall consist of three arbitrators. The chairman shall be eligible for the office of a judge in Germany. The place of arbitration shall be Frankfurt a. M. The language to be used in the arbitration proceedings shall be English, provided that no Party shall be under an obligation to provide to the arbitral tribunal English translations of any documents in the German language that are submitted for evidence purposes.

(c) Purchaser's Guarantor hereby irrevocably authorizes Purchaser as its representative (Bevollmächtigter) for any claims, action or notices to be made by Purchaser's Guarantor under this Agreement and as agent for service of process for any claims, actions or notices rendered in connection with or under this Agreement by any other Party. The foregoing authorization can only be changed, amended or revoked with the written consent of Seller 7. Purchaser hereby accepts the foregoing appointment.

(d) Seller 1 through Seller 6 and Seller 8 hereby irrevocably authorize Seller 7 as their representative (Bevollmächtigter) for any claims, action or notices to be made by Sellers under this Agreement and as agent for service of process for any claims, actions or notices rendered in connection with or under this Agreement by any other Party. The foregoing authorization can only be changed, amended or revoked with the written consent of Purchaser. Seller 7 hereby accepts the foregoing appointment.

12.7 Interpretation; Definitions

(a) The Exhibits to this Agreement are an integral part of this Agreement and any reference to this Agreement includes this Agreement and the Exhibits as a whole.

(b)     The headings of the sections and subsections in this Agreement are for convenience purposes only and shall not affect the interpretation of any of the provisions hereof.

(c)     Terms to which a German translation has been added shall be interpreted as having the meaning assigned to them by the German translation.

(d) Words such as "hereof", "herein" or "hereunder" refer (unless otherwise required by the context) to this Agreement as a whole and not to a specific provision of this Agreement. The term "including" shall mean "including, without limitation".

(e)     Terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

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(f)     For the purpose of this Agreement, a "Business Day" shall be any day other than a Saturday, Sunday or other day on which banks in Frankfurt am Main, Germany, or Helsinki, Finland, are generally closed.

(g) Any currency conversions under or in connection with this Agreement shall be determined using the following exchange rates: (i) the European Central Bank fixing rates which are published both by electronic market information providers (e.g. Reuters page ECB37) and on the ECB's website www.ecb.int shortly after 2.15 p.m. CET, as the case may be, on the relevant date, or (ii) in the event that such rates are not published on the relevant date, the rates published on the latest day before the relevant date for which such rates are published, or (iii) if the European Central Bank generally does not publish exchange rates for a certain currency, the rates published on the electronic market information provider Thomson Reuters for the relevant date at 2.15 p.m. CET, as the case may be, or the latest day before the relevant date for which such rates are published, whatever the case may be ((i) through (iii) herein "Exchange Rates").

12.8 Severability

Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. The same shall apply: (i) if the Parties have unintentionally failed to address a certain matter in this Agreement (Regelungslücke); in this case a suitable and equitable provision shall be deemed to have been agreed upon which comes as close as possible to what the Parties, in the light of the intent and purpose of this Agreement, would have agreed upon if they had considered the matter; or (ii) if any provision of this Agreement is invalid because of the scope of any time period or performance stipulated herein; in this case a legally permissible time period or performance shall be deemed to have been agreed which comes as close as possible to the stipulated time period or performance.

The notary has informed the Parties that he does not give advice on foreign (i.e. other than German) corporate law. As a consequence, the notary does not take on responsibility for the effectiveness of the share transfers provided for in Exhibits 1.3 (b) through 1.3 (h).

/s/ Juha Markus Vanhanen

Mr. Juha Markus Vanhanen

Konecranes Finance Oy

/s/ Dr. Christoph Maximillian Cloystermeyer

Dr. Christoph Maximillian Cloystermeyer

Konecranes Holding GmbH

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/s/ Jan Haller

Jan Haller

Konecranes Finland Oy

KCI Holding France, S.A.

Konecranes Holding B.V.

KCI Holding UK Limited

KCI Holding USA Inc.

KCI Cranes Holding (Singapore) Pte. Ltd

/s/ Dr. Benjamin Parameswaran

Dr. Benjamin Parameswaran

Columbus McKinnon Dutch Holding 3 B.V.

Columbus McKinnon Corporation

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EXHIBIT 2.1 (b)

1. Sold Shares	2. Purchase Price Allocation (in %)	3. Amount as per column 2 to be paid in accordance with the split set forth below to the respective Seller set forth below in the currency indicated
German Shares	91.90%	100%	Seller 1	EUR
Portuguese Shares	1%	26%	Seller 2	EUR
		74%	Seller 4	EUR
French Shares	1%	100%	Seller 3	EUR
Spanish Shares	1%	100%	Seller 4	EUR
UK Shares	2%	100%	Seller 5	EUR
US Shares	2%	100%	Seller 6	EUR
Indian Shares	0.1%	0.01%	Seller 7	EUR
		99.99%	Seller 8	EUR
Singapore Shares	1	100%	Seller 8	EUR

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy T. Tevens, Chief Executive Officer, certify that:

1. I have reviewed this report on Form 10-Q of Columbus McKinnon Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 26, 2017

/S/    TIMOTHY T. TEVENS

Timothy T. Tevens

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gregory P. Rustowicz, Chief Financial Officer, certify that:

1. I have reviewed this report on Form 10-Q of Columbus McKinnon Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 26, 2017

/S/   GREGORY P. RUSTOWICZ

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32

CERTIFICATION

Each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Columbus McKinnon Corporation (the "Company") on Form 10-Q for the period ended December 31, 2016, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: January 26, 2017

/S/ TIMOTHY T. TEVENS

Timothy T. Tevens

Chief Executive Officer

(Principal Executive Officer)

/S/ GREGORY P. RUSTOWICZ

Gregory P. Rustowicz

Vice President Finance and Chief Financial Officer

(Principal Financial Officer)

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Document and Entity Information - USD ($)	9 Months Ended
	Dec. 31, 2016	Jan. 24, 2017
Document Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Entity Registrant Name	Columbus McKinnon Corporation
Entity Central Index Key	0001005229
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Well Known Seasoned Issuer	No
Entity Common Stock Shares Outstanding		20,247,726
Entity Public Float		$ 571,593,305
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Mar. 31, 2016
Current assets:
Cash and cash equivalents	$ 51,538	$ 51,603
Trade accounts receivable	74,853	83,812
Inventories	109,131	118,049
Prepaid expenses and other	16,293	19,265
Total current assets	251,815	272,729
Property, plant, and equipment, net	99,163	104,790
Goodwill	168,513	170,716
Other intangibles, net	117,002	122,129
Marketable securities	8,147	18,186
Deferred taxes on income	69,608	73,158
Other assets	11,364	11,143
Total assets	725,612	772,851
Current liabilities:
Trade accounts payable	28,209	36,061
Accrued liabilities	51,212	53,210
Current portion of long term debt	13,051	43,246
Total current liabilities	92,472	132,517
Senior debt, less current portion	136	844
Term loan and revolver, less current portion	220,946	223,542
Other non current liabilities	119,735	129,639
Total liabilities	433,289	486,542
Shareholders' equity:
Voting common stock; 50,000,000 shares authorized; 20,247,113 and 20,109,868 shares issued and outstanding	202	201
Additional paid in capital	210,502	206,682
Retained earnings	186,277	174,173
Accumulated other comprehensive loss	(104,658)	(94,747)
Total shareholders' equity	292,323	286,309
Total liabilities and shareholders' equity	$ 725,612	$ 772,851

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Condensed Consolidated Balance Sheets (Parenthetical) - shares	Dec. 31, 2016	Mar. 31, 2016
Common Stock Shares Authorized	50,000,000
Common Stock Shares Issued	20,247,113	20,109,868

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Condensed Consolidated Statements of Operations and Retained Earnings - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Revenues [Abstract]
Net sales	$ 152,497	$ 159,738	$ 453,435	$ 442,015
Cost of products sold	107,676	111,397	310,838	303,145
Gross profit	44,821	48,341	142,597	138,870
Operating Expenses [Abstract]
Selling expenses	17,988	19,295	55,834	53,292
General and administrative expenses	19,751	16,399	52,346	53,541
Amortization of intangibles	1,765	1,689	5,280	3,276
Total operating expenses	39,504	37,383	113,460	110,109
Income from operations	5,317	10,958	29,137	28,761
Other Income & Expenses [Abstract]
Interest and debt expense	2,299	2,425	7,398	5,213
Investment (income) loss	(61)	(164)	(366)	(668)
Foreign currency exchange (gain) loss	1,673	476	890	1,750
Other (income) expense, net	(110)	(189)	(238)	(302)
Income before income tax expense	1,516	8,410	21,453	22,768
Income Tax Expense Benefit [Abstract]
Income tax expense	1,011	1,183	7,731	9,078
Net income (loss)	505	7,227	13,722	13,690
Retained Earnings Accumulated Deficit [Abstract]
Retained earnings - beginning of period	186,582	163,470	174,173	157,811
Retained earnings - end of period	$ 186,277	$ 169,893	$ 186,277	$ 169,893
Weighted Average Number Of Shares Outstanding Basic [Abstract]
Average basic shares outstanding	20,239,000	20,104,000	20,192,000	20,071,000
Weighted Average Number Of Shares Outstanding [Abstract]
Average diluted shares outstanding	20,490,000	20,295,000	20,400,000	20,299,000
Earnings Per Share Basic [Abstract]
Basic income (loss) per share:	$ 0.02	$ 0.36	$ 0.68	$ 0.68
Earnings Per Share Diluted [Abstract]
Diluted income (loss) per share:	$ 0.02	$ 0.36	$ 0.67	$ 0.67
Dividends	$ (810)	$ (804)	$ (1,618)	$ (1,608)
Common Stock, Dividends, Per Share, Declared	$ 0.04	$ 0.04	$ 0.08	$ 0.08

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Net income	$ 505	$ 7,227	$ 13,722	$ 13,690
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(8,805)	(4,667)	(11,822)	(2,257)
Change in derivatives qualifying as hedges, net of taxes of $(638), $(432), $(870), and $(296)	1,184	802	1,616	550
Change in pension liability and postretirement obligation, net of taxes of $(69), $(83), $(180), and $0	128	153	335	0
Adjustments for unrealized gain (loss) on investments:
Unrealized holding gain (losses) arising during the period, net of taxes of $79, $(78), $(19), and $253	(147)	145	35	(469)
Reclassification adjustment for gain (loss) included in net income, net of taxes of $0, $(1), $41, and $(83)	(1)	2	(75)	153
Net change in unrealized gain (loss) on investments	(148)	147	(40)	(316)
Total other comprehensive income (loss)	(7,641)	(3,565)	(9,911)	(2,023)
Comprehensive (loss) income	$ (7,136)	$ 3,662	$ 3,811	$ 11,667

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Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Change in derivatives qualifying as hedges, taxes	$ (638)	$ (432)	$ (870)	$ (296)
Unrealized holding (loss) gain arising during the period, taxes	79	(78)	(19)	253
Reclassification adjustment for (gain) loss included in net income, taxes	0	(1)	41	(83)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Transition Asset (Obligation), before Tax	$ (69)	$ (83)	$ (180)	$ 0

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Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Repayments of Lines of Credit	$ (23,500,000)	$ 164,057,000
Operating activities:
Net income	13,722,000	13,690,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,695,000	13,872,000
Deferred income taxes and related valuation allowance	2,627,000	290,000
Net gain on sale of real estate, investments, and other	(116,000)	(379,000)
Stock-based compensation	4,027,000	3,368,000
Amortization of deferred financing costs and discount on debt	515,000	428,000
Unrealized Gain (Loss) on Derivatives and Commodity Contracts	1,826,000	0
Changes in operating assets and liabilities, net of effects of business acquisitions:
Trade accounts receivable	6,909,000	13,451,000
Inventories	5,267,000	(790,000)
Prepaid expenses and other	8,153,000	2,100,000
Other assets	(483,000)	3,249,000
Trade accounts payable	(5,465,000)	(9,713,000)
Increase (Decrease) in Accrued Liabilities	2,082,000	2,856,000
Non-current liabilities	(8,239,000)	(9,520,000)
Net cash provided by (used for) operating activities	48,520,000	32,902,000
INVESTING ACTIVITIES:
Proceeds from sale of marketable securities	10,336,000	5,732,000
Purchases of marketable securities	(242,000)	(4,239,000)
Capital expenditures	(11,274,000)	(15,518,000)
Payments to Acquire Businesses, Net of Cash Acquired	(588,000)	(182,467,000)
Payments for Derivative Instrument, Investing Activities	(6,370,000)	0
Net cash provided by (used for) investing activities	(8,138,000)	(196,492,000)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options	353,000	242,000
Repayment of debt	(9,792,000)	(9,854,000)
Other	(558,000)	(890,000)
Increase (Decrease) in Restricted Cash	(588,000)	0
Dividends, Cash	(2,421,000)	(2,408,000)
Net cash provided by (used for) financing activities	(36,506,000)	151,147,000
Effect of exchange rate changes on cash	(3,941,000)	1,268,000
Net change in cash and cash equivalents	(65,000)	(11,175,000)
Cash and cash equivalents at beginning of year	51,603,000	63,056,000
Cash and cash equivalents at end of period	51,538,000	51,881,000
Supplementary cash flow data:
Interest paid	7,080,000	4,859,000
Income taxes paid (refunded), net	$ 910,000	$ 3,315,000

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Description of Business

9 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of Columbus McKinnon Corporation (the Company) at December 31, 2016, the results of its operations for the three and nine month periods ended December 31, 2016 and December 31, 2015, and cash flows for the nine months ended December 31, 2016 and December 31, 2015, have been included. Results for the period ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending March 31, 2017. The balance sheet at March 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Columbus McKinnon Corporation annual report on Form 10-K for the year ended March 31, 2016.

The Company is a leading designer, marketer and manufacturer of material handling products and services which efficiently and safely move, lift, position and secure materials and people. Key products include hoists, rigging tools, cranes, digital power control systems, and actuators. The Company’s material handling products are sold globally, principally to third party distributors through diverse distribution channels, and to a lesser extent directly to end-users. Approximately 64% of sales were to customers in the United States.

In December 2016 the Company announced that it had reached an agreement to acquire STAHL CraneSystems (STAHL). STAHL manufactures explosion-protected hoists and crane components and is well known for its custom engineering of lifting solutions and hoisting technology. STAHL serves independent crane builders and Engineering Procurement and Construction (EPC) firms, providing products to a variety of end markets including automotive, general manufacturing, oil & gas, steel & concrete, power generation as well as process industries such as chemical and pharmaceuticals. The Company expects the acquisition of STAHL to be completed during the fourth quarter of fiscal 2017.

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Acquisitions

9 Months Ended

Dec. 31, 2016

Business Combination, Step Acquisition [Abstract]

Acquisitions

Acquisitions

On December 30, 2014 the Company acquired 100% of the outstanding common shares of Stahlhammer Bommern GmbH (“STB”) located in Hamm, Germany, a privately-owned company with annual sales of approximately $16,000,000. STB manufactures a large range of lifting tools and forged parts that are able to withstand particularly heavy, static and dynamic loads, including single and ramshorn lifting hooks. In connection with the acquisition of STB, the Company withheld $5,431,000 to be paid to the seller upon satisfaction of certain conditions. $822,000 of the amounts withheld related to a working capital adjustment which was paid during fiscal 2016. The remaining $4,609,000 was paid to the seller during fiscal 2017.

On September 2, 2015, the Company completed its acquisition of Magnetek, a designer and manufacturer of digital power and motion control solutions for material handling, elevators, and mining applications. The Company has completed its allocation of the purchase price to assets acquired and liabilities assumed, which has not changed since March 31, 2016. Please refer to the Company's annual report on form 10-K for the fiscal year ended March 31, 2016 ("2016 10-K") for further details on the assets acquired and liabilities assumed related to the Magnetek transaction.

The following unaudited pro forma financial information presents the combined results of operations as if the acquisition of Magnetek had occurred as of April 1, 2015. The pro forma information includes certain adjustments, including depreciation and amortization expense, interest expense and certain other adjustments, together with related income tax effects. The pro forma amounts may not be indicative of the results that actually would have been achieved had the acquisitions occurred as of April 1, 2015 and are not necessarily indicative of future results of the combined companies (in thousands, except per share data):

	Three Months Ended				Nine Months Ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Net sales	$	152,497	$	160,185	$	453,435	$	486,849
Net income	$	505	$	7,911	$	13,722	$	16,514
Net income per share - Basic	$	0.02	$	0.39	$	0.68	$	0.82
Net income per share - Diluted	$	0.02	$	0.39	$	0.67	$	0.81

On July 15, 2016, the Company purchased 100% of the assets of Ergomatic Products LLC ("Ergomatic"), a designer and manufacturer of ergonomic lift assists, articulating arms, torque tubes, and pneumatic control systems for material handling and tool suspension applications. The purchase price of the transaction was $1,175,000, of which $588,000 was paid to the seller on the day of closing with the remainder due to the seller over a two year period.

In connection with the acquisition of Ergomatic, the Company withheld $588,000 to be paid to the seller upon satisfaction of certain conditions. Of this amount, $294,000 is expected to be paid to the seller within one year of the period ending December 31, 2016 and the remaining $294,000 is expected to be paid within two years. The Company has recorded short term restricted cash on its condensed consolidated balance sheets of $294,000 within prepaid expenses and other and long term restricted cash of $294,000 in other assets at December 31, 2016. Further, the Company has recorded a short term liability to the seller of $294,000 within accrued liabilities and a long term liability to the seller of $294,000 within other non current liabilities at December 31, 2016.

The purchase price has been preliminarily allocated to the assets and liabilities assumed as of the date of acquisition. Adjustments may be made if new information is obtained during the measurement period. The identifiable intangible assets acquired primarily includes engineered drawings of $677,000 with an estimated useful life of 20 years. The preliminary assignment of the purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):

Working capital	$	212
Property, plant and equipment	246
Intangible assets	717
Total purchase consideration	$	1,175

On December 7, 2016, the Company announced that it had entered into a Stock Purchase Agreement (the “Agreement”) to acquire 100% of the outstanding common shares of STAHL. STAHL is a leading manufacturer of explosion-protected hoists and crane components as well as provides custom engineered lifting solutions and hoisting technology with annual sales of approximately $166,000,000. STAHL serves independent crane builders and Engineering Procurement and Construction (EPC) firms, providing products to a variety of end markets including automotive, general manufacturing, oil & gas, steel & concrete, power generation as well as process industries such as chemical and pharmaceuticals.

Under the terms of the Agreement, the total consideration for the transaction will be Euro 224,000,000 (~$240,000,000) on a cash-free, debt-free basis and adjusted for Working Capital, with an earn-out potential of an additional Euro 6,000,000 (~$6,400,000), if certain earnings goals are met for calendar year 2016. The acquisition of STAHL is expected to close during the fourth quarter of fiscal 2017. The effective date of the Agreement is January 1, 2017 with interest accruing at 8% per annum from January 1, 2017 through the closing date. The Company has incurred $3,140,000 in acquisition related expenses through December 31, 2016 which is included in general and administrative expenses.

In connection with the close of the STAHL acquisition, the Company is expected to borrow $545,000,000 under a New Senior Secured Credit Facility (“New Facilities”). The New Facilities will consist of a New Revolving Facility in the amount of $100,000,000 and a $445,000,000 1st Lien Term Loan. Proceeds from the New Facility, along with proceeds from the Equity Offering (see Note 10) will be used to fund the STAHL acquisition, pay fees and expenses associated with the acquisition and refinance the Company’s existing Term Loan and Credit Facility. See Note 8 for additional information regarding the Company's debt.

On December 18, 2016, the Company entered into a definitive agreement to sell 2,273,000 shares of its common stock (Equity Offering), which is expected to result in gross proceeds of $50,000,000 and net proceeds of $47,200,000 (after deducting transaction fees and expenses). The shares will be sold to selected institutional accredited investors. The Company expects to use the net proceeds to fund in part the previously announced acquisition of STAHL, thereby reducing the amount of post-acquisition leverage and the cost of the debt.

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Fair Value Measurements

9 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” establishes the standards for reporting financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis (at least annually). Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date.

ASC Topic 820-10-35-37 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the valuation techniques that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is separated into three levels based on the reliability of inputs as follows:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, involving some degree of judgment.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The availability of observable inputs can vary and is affected by a wide variety of factors, including the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The Company primarily uses readily observable market data in conjunction with internally developed discounted cash flow valuation models when valuing its derivative portfolio and, consequently, the fair value of the Company’s derivatives is based on Level 2 inputs. The carrying amount of the Company's annuity contract acquired in connection with the acquisition of Magnetek is recorded at net asset value of the contract and, consequently, its fair value is based on Level 2 inputs and is included in other assets on the Company's condensed consolidated balance sheet. The carrying value of the Company’s Term Loan and senior debt approximate fair value based on current market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2 inputs.

The following table provides information regarding financial assets and liabilities measured or disclosed at fair value (in thousands):

	Fair value measurements at reporting date using
	December 31,			Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	2016			(Level 1)		(Level 2)			(Level 3)
Assets/(Liabilities) measured at fair value:
Marketable securities	$	8,147		$	8,147	$	—		$	—
Annuity contract	2,899			—		2,899			—
Derivative assets (liabilities):
Foreign exchange contracts	56			—		56			—
Interest rate swaps	216			—		216			—
Foreign currency option	4,544			—		4,544			—
Disclosed at fair value:
Term loan and revolving credit facility	$	(233,446	)	$	—	$	(233,446	)	$	—
Senior debt	(687		)	—		(687		)	—

	Fair value measurements at reporting date using
	March 31,			Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	2016			(Level 1)		(Level 2)			(Level 3)
Assets/(Liabilities) measured at fair value:
Marketable securities	$	18,186		$	18,186	$	—		$	—
Annuity contract	3,267					3,267
Derivative assets (liabilities):
Foreign exchange contracts	(131		)	—		(131		)	—
Interest rate swap	(2,211		)	—		(2,211		)	—
Disclosed at fair value:
Term loan and revolving credit facility	$	(266,235	)	$	—	$	(266,235	)	$	—
Senior debt	(1,590		)	—		(1,590		)	—

The Company does not have any non-financial assets and liabilities that are recognized at fair value on a recurring basis. At December 31, 2016, the term loan, revolver borrowings, and senior debt have been recorded at carrying value which approximates fair value.

Assets and liabilities that were measured on a non-recurring basis during fiscal 2017 include assets and liabilities acquired in connection with the acquisition of Ergomatic (Note 2). The estimated fair values allocated to the assets acquired and liabilities assumed relied upon fair value measurements based primarily on Level 3 inputs as of the acquisition date on July 15, 2016. The valuation techniques used to allocate fair values to working capital items; property, plant, and equipment; and identifiable intangible assets included the cost approach, market approach, and other income approaches. The valuation techniques relied on a number of inputs which included the cost and condition of property, plant, and equipment and forecasted net sales and income. The most significant valuation input included an estimated engineering cost per hour of $40.86 for determining the acquisition date value of engineered drawings.

The Company has entered into a foreign currency option agreement to offset the change in value of the purchase price of STAHL due to a change in foreign exchange rates.  The notional amount of this derivative is Euro 215,000,000 and the contract matures on April 26, 2017. Similar to the Company's other derivatives, the foreign currency option's fair value is based on Level 2 inputs and is included in Prepaid expenses and other assets on the Company's condensed consolidated balance sheet. Changes in the fair value of this derivative is recorded in foreign currency exchange (gain) loss.

Please refer to the 2016 10-K for a full description of the assets and liabilities measured on a non-recurring basis that are included in the Company's March 31, 2016 balance sheet.

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Inventories

9 Months Ended

Dec. 31, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories consisted of the following (in thousands):

	December 31, 2016			March 31, 2016
At cost - FIFO basis:
Raw materials	$	69,564		$	74,968
Work-in-process	20,090			18,877
Finished goods	35,272			41,517
Total at cost FIFO basis	124,926			135,362
LIFO cost less than FIFO cost	(15,795		)	(17,313		)
Net inventories	$	109,131		$	118,049

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many factors beyond management's control, estimated interim results are subject to change in the final year-end LIFO inventory valuation.

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Marketable Securities

9 Months Ended

Dec. 31, 2016

Marketable Securities [Abstract]

Marketable Securities

Marketable Securities

All of the Company’s marketable securities, which consist of equity securities and fixed income securities, have been classified as available-for-sale securities and are therefore recorded at their fair values with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive loss in the shareholders’ equity section of the condensed consolidated balance sheet unless unrealized losses are deemed to be other-than-temporary. In such instances, the unrealized losses are reported in the condensed consolidated statements of operations and retained earnings within investment income. Estimated fair value is based on quoted market prices at the balance sheet dates. The cost of securities sold is based on the specific identification method. Interest and dividend income are included in investment income in the condensed consolidated statements of operations and retained earnings.

Marketable securities are carried as long-term assets since they are held for the settlement of the Company’s general and product liability insurance claims filed through CM Insurance Company, Inc. ("CMIC"), a wholly owned captive insurance subsidiary.  The marketable securities are not available for general working capital purposes.

In accordance with ASC Topic 320-10-35-30 “Investments – Debt & Equity Securities – Subsequent Measurement,” the Company reviews its marketable securities for declines in market value that may be considered other-than-temporary. The Company generally considers market value declines to be other-than-temporary if there are declines for a period longer than six months and in excess of 20% of original cost, or when other evidence indicates impairment.  We also consider the nature of the underlying investments, our intent and ability to hold the investments until their market values recover, and other market conditions in making this assessment. There were no other-than-temporary impairments for the three and nine months ended December 31, 2016 or December 31, 2015.

During fiscal 2017, CMIC obtained approval from New York State Department of Finance Services to loan $6,000,000 to the Company based on arms-length terms and conditions.  To fund this intercompany loan, CMIC sold a portion of its marketable security portfolio with a cost of $5,938,000 and a fair value of $6,000,000 resulting in a realized gain of $62,000.

The following is a summary of available-for-sale securities at December 31, 2016 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities	$	8,102	$	130	$	85	$	8,147

The aggregate fair value of investments and unrealized losses on available-for-sale securities in an unrealized loss position at December 31, 2016 are as follows (in thousands):

	Aggregate Fair Value		Unrealized Losses
Securities in a continuous loss position for less than 12 months	$	2,377	$	53
Securities in a continuous loss position for more than 12 months	1,078		32
	$	3,455	$	85

The Company considered the nature of the investments, causes of previous impairments, the severity and duration of unrealized losses and other factors and determined that the unrealized losses at December 31, 2016 were temporary in nature.

Net realized gains related to sales of marketable securities were $1,000 and $3,000, in the three month periods ended December 31, 2016 and December 31, 2015, respectively and $116,000 and $236,000 for the nine months periods ended, respectively.

The following is a summary of available-for-sale securities at March 31, 2016 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities	$	18,080	$	253	$	147	$	18,186

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Goodwill and Intangible Assets

9 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill is not amortized but is tested for impairment at least annually, in accordance with the provisions of ASC Topic 350-20-35-1.  Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value.  The fair value of a reporting unit is determined using a discounted cash flow methodology.  The Company’s reporting units are determined based upon whether discrete financial information is available and reviewed regularly, whether those units constitute a business, and the extent of economic similarities between those reporting units for purposes of aggregation.  The Company’s reporting units identified under ASC Topic 350-20-35-33 are at the component level, or one level below the operating segment level as defined under ASC Topic 280-10-50-10 “Segment Reporting - Disclosure.” The Company has four reporting units as of December 31, 2016 and March 31, 2016.   Only two of the four reporting units carried goodwill at December 31, 2016 and March 31, 2016. The Duff-Norton reporting unit (which designs, manufactures and sources mechanical and electromechanical actuators and rotary unions) had goodwill of $9,542,000 and $9,627,000 at December 31, 2016 and March 31, 2016, respectively, and the Rest of Products reporting unit (representing the hoist, chain, forgings, and digital power and motion control businesses) had goodwill of $158,971,000 and $161,089,000 at December 31, 2016 and March 31, 2016, respectively. STB, Magnetek, and Ergomatic have been determined to be a part of the Rest of Products reporting unit.

Refer to the 2016 10-K for information regarding our annual goodwill impairment evaluation. Future impairment indicators, such as declines in forecasted cash flows, may cause impairment charges. Impairment charges could be based on such factors as the Company’s stock price, forecasted cash flows, assumptions used, control premiums or other variables. There were no such indicators during the quarter ended December 31, 2016.

Identifiable intangible assets acquired in a business combination are amortized over their estimated useful lives. A summary of changes in goodwill during the three months ended December 31, 2016 is as follows (in thousands):

Balance at April 1, 2016	$	170,716
Currency translation	(2,203		)
Balance at December 31, 2016	$	168,513

Goodwill is recognized net of accumulated impairment losses of $107,000,000 as of December 31, 2016 and March 31, 2016, respectively. There were no goodwill impairment losses recorded in the three and nine month periods ended December 31, 2016 and 2015.

Identifiable intangible assets are summarized as follows (in thousands):

	December 31, 2016							March 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trademark	$	5,086	$	(2,497	)	$	2,589	$	5,467	$	(2,431	)	$	3,036
Indefinite lived trademark	28,915		—			28,915		29,006		—			$	29,006
Customer relationships	57,399		(12,756		)	44,643		58,535		(10,688		)	47,847
Acquired technology	43,911		(3,910		)	40,001		43,198		(1,873		)	$	41,325
Other	1,584		(730		)	854		1,481		(566		)	915
Total	$	136,895	$	(19,893	)	$	117,002	$	137,687	$	(15,558	)	$	122,129

The Company’s intangible assets that are considered to have finite lives are amortized. The weighted-average amortization periods are 18 years for trademarks, 17 years for customer relationships, 19 years for acquired technology, 11 years for other, and 18 years in total. Trademarks with a book value of $28,915,000 as of December 31, 2016 have an indefinite useful life and are therefore not being amortized.

Total amortization expense was $1,765,000 and $1,689,000 for the three month periods ended December 31, 2016 and 2015, respectively. Total amortization expense was $5,280,000 and $3,276,000 for the nine month periods ended December 31, 2016 and 2015, respectively. The increases relate to amortization of intangible assets acquired in the Magnetek acquisition. Based on the current amount of identifiable intangible assets, the estimated amortization expense is approximately $7,000,000 annually for fiscal years 2017 through 2021.

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Derivative Instruments

9 Months Ended

Dec. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

The Company uses derivative instruments to manage selected foreign currency and interest rate exposures. The Company does not use derivative instruments for speculative trading purposes. All derivative instruments are recorded on the balance sheet at fair value. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded as accumulated other comprehensive gain (loss), or “AOCL,” and is reclassified to earnings when the underlying transaction has an impact on earnings. The ineffective portion of changes in the fair value of the derivative is reported in foreign currency exchange (gain) loss in the Company’s condensed consolidated statement of operations and retained earnings. For derivatives not classified as cash flow hedges, all changes in market value are recorded as a foreign currency exchange (gain) loss in the Company’s condensed consolidated statements of operations and retained earnings. The cash flow effects of derivatives are reported within net cash provided by operating activities except for the cash flow effects of the Company's foreign exchange option related to the STAHL acquisition which is reported in net cash used by investing activities.

The Company is exposed to credit losses in the event of non-performance by the counterparties on its financial instruments. All counterparties currently have investment grade credit ratings. The Company anticipates that these counterparties will be able to fully satisfy their obligations under the contracts. The Company has derivative contracts with three counterparties as of December 31, 2016.

The Company's agreements with its counterparties contain provisions pursuant to which the Company could be declared in default of its derivative obligations. As of December 31, 2016, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2016, it could have been required to settle its obligations under these agreements at amounts which approximate the December 31, 2016 fair values reflected in the table below. During the nine months ended December 31, 2016, the Company was not in default of any of its derivative obligations.

As of December 31, 2016, the Company had no derivatives designated as net investments or fair value hedges in accordance with ASC Topic 815, “Derivatives and Hedging.”

The Company has foreign currency derivative agreements in place to offset changes in the value of intercompany loans to foreign subsidiaries, as well as forecasted cash flows of a contract, due to changes in foreign exchange rates. The notional amount of these derivatives is $2,272,000 and all of the contracts mature by March 31, 2018. These contracts are marked to market each balance sheet date and are not designated as hedges.

The Company has foreign currency forward agreements that are designated as cash flow hedges to hedge a portion of forecasted inventory purchases denominated in foreign currencies, as well as forecasted cash flows of a contract. The notional amount of those derivatives is $11,945,000 and all contracts mature within 12 months of December 31, 2016. From its December 31, 2016 balance of AOCL, the Company expects to reclassify approximately $17,000 out of AOCL, and into cost of products sold, during the next 12 months based on the underlying transactions of the sales of the goods purchased.

As a result of the pending STAHL acquisition, the Company has entered into a foreign currency option agreement to offset the change in value of the purchase price of STAHL due to changes in foreign exchange rates.  The notional amount of this derivative is Euro 215,000,000, and the contract matures on April 26, 2017.  This contract is marked to market each balance sheet date and is not designated as a hedge.  For the three months ended December 31, 2016, the loss on the revaluation of the foreign currency option agreement was $1,826,000, which is recorded in foreign currency exchange (gain) loss on the statement of operations.

The Company's policy is to maintain a capital structure that is comprised of 50-70% of fixed rate long-term debt and 30-50% of variable rate long-term debt. The Company entered into two interest rate swap agreements in which the Company receives interest at a variable rate and pays interest at a fixed rate. These interest rate swap agreements are designated as cash flow hedges to hedge changes in interest expense due to changes in the variable interest rate of the senior secured term loan and the net borrowings outstanding under the revolving credit facility. The amortizing interest rate swaps mature on February 19, 2020 and have a total notional amount of $141,000,000 as of December 31, 2016. The effective portion of the changes in fair values of the interest rate swaps is reported in AOCL and will be reclassified to interest expense over the life of the swap agreements. The ineffective portion was not material and was recognized in the current period interest expense. From its December 31, 2016 balance of AOCL, the Company expects to reclassify approximately $2,000 out of AOCL, and into interest expense, during the next 12 months.

The following is the effect of derivative instruments on the condensed consolidated statements of operations for the three months ended December 31, 2016 and 2015 (in thousands):

Derivatives Designated as Cash Flow Hedges	Type of Instrument	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)		Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
December 31, 2016	Foreign exchange contracts	$	130	Cost of products sold	$	(6	)
December 31, 2016	Interest rate swaps	810		Interest Expense	(238		)
December 31, 2015	Foreign exchange contracts	144		Cost of products sold	(4		)
December 31, 2015	Interest rate swap	373		Interest expense	(281		)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
December 31, 2016	Foreign currency exchange gain/loss	$	(1,847	)
December 31, 2015	Foreign currency exchange gain/loss	31

The following is the effect of derivative instruments on the condensed consolidated statements of operations and retained earnings for the nine months ended December 31, 2016 and 2015 (in thousands):

Derivatives Designated as Cash Flow Hedges	Type of Instrument	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
December 31, 2016	Foreign exchange contracts	$	227		Cost of products sold	$	101
December 31, 2016	Interest rate swaps	577			Interest Expense	(913		)
December 31, 2015	Foreign exchange contracts	215			Cost of products sold	33
December 31, 2015	Interest rate swap	(514		)	Interest expense	(882		)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
December 31, 2016	Foreign currency exchange gain/loss	$	(1,951	)
December 31, 2015	Foreign currency exchange gain/loss	76

The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of December 31, 2016 and March 31, 2016 (in thousands):

		Fair Value of Asset (Liability)
Derivatives Designated as Hedging Instruments	Balance Sheet Location	December 31, 2016			March 31, 2016
Foreign exchange contracts	Prepaid expenses and other	$	258		$	200
Foreign exchange contracts	Accrued Liabilities	(167		)	(420		)
Interest rate swap	Prepaid expenses and other	3			—
Interest rate swap	Other Assets	228			—
Interest rate swap	Accrued Liabilities	—			(1,129		)
Interest rate swap	Other non current liabilities	(15		)	(1,082		)
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2016			March 31, 2016
Foreign exchange contracts	Prepaid expenses and other	$	11		$	96
Foreign exchange contracts	Accrued Liabilities	(46		)	(7		)
Foreign exchange option	Prepaid expenses and other	$	4,544		$	—

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Debt

9 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Debt

Debt

The Company, Columbus McKinnon Dutch Holdings 3 B.V. (“BV 3”), and Columbus McKinnon EMEA GmbH (“EMEA GMBH”) as borrowers (collectively referred to as the "Borrowers"), entered into a credit agreement (the "Credit Agreement") on January 23, 2015. In connection with the Credit Agreement, the Borrowers entered into a $150,000,000 New Revolving Credit Facility and established a new $125,000,000 delayed draw senior secured Term Loan. The Company’s previously existing credit agreement (the "Replaced Revolving Credit Facility") was terminated in connection with this transaction. Both the New Revolving Credit Facility and the Term Loan have five-year terms maturing in 2020. The New Revolving Credit Facility has an initial term ending January 23, 2020 and the Term Loan has a term ending February 19, 2020. Refer to the Company's consolidated financial statements included in its 2016 10-K for further information about both the New Credit Agreement as well as the New Revolving Credit Facility.

The Company initially borrowed $124,442,000 under the Term Loan. The Term Loan proceeds were net of fees paid to the lenders of $558,000 which were accounted for as a debt discount. The Company used the proceeds to redeem all of its outstanding $150,000,000 Senior Subordinated 7 7/8% Notes.

On September 2, 2015 the Company exercised the $75,000,000 Accordion Feature offered under the New Credit Agreement. The existing lenders provided additional commitments for the incremental $75,000,000, bringing the total available borrowing capacity under the New Revolving Credit facility to an aggregate of $225,000,000.

Additionally, on September 2, 2015, the Company borrowed $195,000,000 under the New Revolving Credit facility. The proceeds were net of fees paid to the lenders of $943,000 which were accounted for as a debt discount. The Company used $188,900,000 of the proceeds to purchase 100% of the stock of Magnetek as described in Note 2. The Company repaid $63,500,000 of the amount borrowed by December 31, 2016.

The outstanding balance of the Term Loan was $103,125,000 as of December 31, 2016. The Company made $3,125,000 of scheduled principal payments during the quarter ended December 31, 2016 and $9,375,000 during the nine months ended December 31, 2016. The Company is contractually required to pay $12,500,000 in principal annually. As such, $12,500,000 of the amounts borrowed have been recorded within the current portion of long term debt on the Company's condensed consolidated balance sheet at December 31, 2016 with the remaining balance recorded as long term debt.

The unused portion of the New Revolving Credit Facility totaled $89,476,000, net of outstanding borrowings of $131,500,000 and outstanding letters of credit of $4,024,000 as of December 31, 2016. The outstanding letters of credit at December 31, 2016 consisted of $147,000 in commercial letters of credit and $3,877,000 of standby letters of credit.

As stated in Note 2, on December 7, 2016, the Company and its Dutch affiliate announced that it had entered into an Agreement to acquire from Konecranes Plc all of the issued and outstanding capital stock of the STAHL CraneSystems businesses (“STAHL”), including STAHL CraneSystems GmbH and nine STAHL affiliates.

In connection with the close of the STAHL acquisition, the Company is expected to borrow $545,000,000 under its New Facilities. The New Facilities will consist of a New Revolving Facility in the amount of $100,000,000 and a $445,000,000 1st Lien Term Loan. Proceeds from the New Facility, along with proceeds from the Equity Offering (see Note 10) will be used to fund the STAHL acquisition, pay fees and expenses associated with the acquisition and refinance the Company’s existing Term Loan and Credit Facility.

The Company expects to finalize the debt agreements substantially concurrently with the closing of the Acquisition which is expected to occur on or about January 31, 2017.

During the quarter ended June 30, 2016, the Company adopted ASU No. 2015-03 "Interest - Imputation of Interest (subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." The ASU is required to be retrospectively applied to the March 31, 2016 balance sheet. In accordance with this ASU, Term Loan related deferred financing costs and accumulated amortization netting to $193,000 as of March 31, 2016 have been reclassified from other assets to discount on term loan on the Company's condensed consolidated balance sheet. The balance at December 31, 2016 is $156,000.

The gross balance of deferred financing costs associated with the New Revolving Credit Facility and included in other assets is $1,574,000 as of December 31, 2016 and March 31, 2016. The accumulated amortization balances were $603,000 and $367,000 as of December 31, 2016 and March 31, 2016 respectively.

On June 22, 2007, the Company recorded a capital lease resulting from the sale and partial leaseback of its facility in Charlotte, NC under a 10 year lease agreement. The Company also has capital leases on certain production machinery and equipment. The outstanding balance on the capital lease obligations of $688,000 and $1,590,000 as of December 31, 2016 and March 31, 2016 respectively, are included in senior debt in the consolidated balance sheets. $551,000 of the capital lease liability has been recorded within the current portion of long term debt on the Company's condensed consolidated balance sheet with the remaining balance recorded as long term debt.

Unsecured and uncommitted lines of credit are available to meet short-term working capital needs for certain of our subsidiaries operating outside of the U.S. The lines of credit are available on an offering basis, meaning that transactions under the line of credit will be on such terms and conditions, including interest rate, maturity, representations, covenants and events of default, as mutually agreed between our subsidiaries and the local bank at the time of each specific transaction. As of December 31, 2016, unsecured credit lines totaled approximately $4,419,000, of which $0 was drawn. In addition, unsecured lines of $10,048,000 were available for bank guarantees issued in the normal course of business of which $3,711,000 was utilized.

Refer to the Company’s consolidated financial statements included in its 2016 10-K for further information on its debt arrangements.

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Net Periodic Benefit Cost

9 Months Ended

Dec. 31, 2016

Compensation and Retirement Disclosure [Abstract]

Net Periodic Benefit Cost

Net Periodic Benefit Cost

The following table sets forth the components of net periodic pension (benefit) cost for the Company’s defined benefit pension plans (in thousands):

	Three months ended						Nine months ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
Service costs	$	308		$	615		$	1,209		$	1,645
Interest cost	4,111			4,200			12,343			9,692
Expected return on plan assets	(5,604		)	(5,848		)	(16,841		)	(13,925		)
Net amortization	735			867			2,325			2,687
Settlement	—			—			247			—
Net periodic pension (benefit) cost	$	(450	)	$	(166	)	$	(717	)	$	99

As part of the acquisition of Magnetek, the Company became the sponsor of Magnetek's pension plan ("Magnetek's Plan"), a single-employer defined benefit plan. Magnetek's Plan provides benefits to certain current and former employees of Magnetek. Future benefits under Magnetek's Plan have been frozen since 2003. The net periodic pension (benefit) cost for the three and nine months ended December 31, 2016 includes a benefit related to the Magnetek Plan of $537,000 and $1,750,000, respectively.

During the first quarter of fiscal 2017, certain terminated employees in the Company's foreign pension plans accepted an offer to settle their pension obligation with a lump sum payment. The settlement was required to be offered under the employment law of the foreign jurisdiction. The settlement resulted in a loss of $247,000 included within net periodic pension (benefit) cost.

The Company currently plans to contribute approximately $5,897,000 to its pension plans in fiscal 2017.

The following table sets forth the components of net periodic postretirement (benefit) cost for the Company’s defined benefit postretirement plans (in thousands):

	Three months ended					Nine months ended
	December 31, 2016			December 31, 2015		December 31, 2016		December 31, 2015
Interest cost	$	31		$	40	$	114	$	142
Amortization of plan net losses	(19		)	2		—		67
Net periodic postretirement cost	$	12		$	42	$	114	$	209

For additional information on the Company’s defined benefit pension and postretirement benefit plans, refer to the consolidated financial statements included in the 2016 10-K.

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Earnings Per Share

9 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands):

	Three Months Ended				Nine Months Ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Numerator for basic and diluted earnings per share:
Net income (loss)	$	505	$	7,227	$	13,722	$	13,690
Denominators:
Weighted-average common stock outstanding – denominator for basic EPS	20,239		20,104		20,192		20,071
Effect of dilutive employee stock options and other share-based awards	251		191		208		228
Adjusted weighted-average common stock outstanding and assumed conversions – denominator for diluted EPS	20,490		20,295		20,400		20,299

Stock options and performance shares with respect to 274,000 and 554,000 common shares for the three and nine months ended December 31, 2016, respectively and 285,000 and 114,000 common shares for the three and nine month period ended December 31, 2015, respectively were not included in the computation of diluted earnings per share because they were antidilutive. For the three and nine months ended December 31, 2016 an additional 119,000 in contingently issuable shares were not included in the computation of diluted earnings per share because a performance condition had not yet been met.

On July 18, 2016, the shareholders of the Company approved the 2016 Long Term Incentive Plan (“2016 LTIP”) which replaced the 2010 Long Term Incentive Plan.  The Company grants share based compensation to eligible participants under the 2016 LTIP. The total number of shares of common stock with respect to which awards may be granted under the plan is 2,000,000 including shares not previously authorized for issuance under any of the prior stock plans and any shares not issued or subject to outstanding awards under the prior stock plans.

During the first nine months of fiscal 2017 and 2016, a total of 22,987 and 16,033 shares, respectively, of stock were issued upon the exercising of stock options related to the Company’s stock option plans. During the fiscal year ended March 31, 2016, 87,000 shares of restricted stock units vested and were issued.

On December 18, 2016, the Company entered into an agreement to sell 2,273,000 shares of its common stock in a private placement (the Equity Offering), which is expected to result in gross proceeds of $50,000,000 and net proceeds of $47,200,000 (after deducting transaction fees and expenses). The shares will be sold to selected institutional accredited investors. The Company expects to use the net proceeds to fund in part the previously announced acquisition of STAHL, thereby reducing the amount of post-acquisition leverage and the cost of the debt.

The Company expects the Equity Offering to close substantially concurrently with the closing of the STAHL acquisition and subject to satisfaction of customary closing conditions, including completion of the STAHL acquisition. The STAHL acquisition is expected to close during the fourth quarter of fiscal 2017. Thus the shares to be issued are not included in the basic or diluted EPS denominators in the table above.

In connection with the sale, the Company has agreed to enter into a registration rights agreement with the purchasers concurrently with the closing of the sale. The registration rights agreement will require the Company to file an initial registration statement registering the common shares issued to the purchasers for resale no later than the earlier of the 90th day after the initial closing of the Sale and ten days following the Company’s filing of all acquisition-related financial statements of the STAHL business required by SEC rules or regulations and to use its best efforts to have such registration statement declared effective no later than the 30th day from filing, subject to a 30-day extension if reviewed by the SEC.

On January 23, 2017 the Company's Board of Directors declared a dividend of $0.04 per common share. The dividend will be paid on February 20, 2017 to shareholders of record on February 10, 2017. The dividend payment is expected to be approximately $900,000.

Refer to the Company’s consolidated financial statements included in its 2016 10-K for further information on its earnings per share and stock plans.

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Loss Contingencies

9 Months Ended

Dec. 31, 2016

Loss Contingency [Abstract]

Loss Contingencies

Loss Contingencies

From time to time, the Company is named a defendant in legal actions arising out of the normal course of business. The Company is not a party to any pending legal proceeding other than ordinary, routine litigation incidental to our business. The Company does not believe that any of its pending litigation will have a material impact on its business.

Accrued general and product liability costs are the actuarially estimated reserves based on amounts determined from loss reports, individual cases filed with the Company, and an amount for losses incurred but not reported. The aggregate amounts of reserves were $13,542,000 as of December 31, 2016 and $14,535,000 as of March 31, 2016.  The liability for accrued general and product liability costs are funded in part by investments in marketable securities (see Note 5).

The per occurrence limits on the self-insurance for general and product liability coverage to Columbus McKinnon through its wholly-owned captive insurance company were $2,000,000 from inception through fiscal 2003 and $3,000,000 for fiscal 2004 and thereafter. In addition to the per occurrence limits, the Company’s coverage is also subject to an annual aggregate limit, applicable to losses only. These limits range from $2,000,000 to $6,000,000 for each policy year from inception through fiscal 2017.

Along with other manufacturing companies, the Company is subject to various federal, state and local laws relating to the protection of the environment. To address the requirements of such laws, the Company has adopted a corporate environmental protection policy which provides that all of its owned or leased facilities shall, and all of its employees have the duty to, comply with all applicable environmental regulatory standards, and the Company has initiated an environmental auditing program for its facilities to ensure compliance with such regulatory standards.  The Company has also established managerial responsibilities and internal communication channels for dealing with environmental compliance issues that may arise in the course of its business. Because of the complexity and changing nature of environmental regulatory standards, it is possible that situations will arise from time to time requiring the Company to incur expenditures in order to ensure environmental regulatory compliance. However, the Company is not aware of any environmental condition or any operation at any of its facilities, either individually or in the aggregate, which would cause expenditures having a material adverse effect on its results of operations, financial condition or cash flows and, accordingly, has not budgeted any material capital expenditures for environmental compliance for fiscal 2017.

Like many industrial manufacturers, the Company is involved in asbestos-related litigation.  In continually evaluating costs relating to its estimated asbestos-related liability, the Company reviews, among other things, the incidence of past and recent claims, the historical case dismissal rate, the mix of the claimed illnesses and occupations of the plaintiffs, its recent and historical resolution of the cases, the number of cases pending against it, the status and results of broad-based settlement discussions, and the number of years such activity might continue. Based on this review, the Company has estimated its share of liability to defend and resolve probable asbestos-related personal injury claims. This estimate is highly uncertain due to the limitations of the available data and the difficulty of forecasting with any certainty the numerous variables that can affect the range of the liability. The Company will continue to study the variables in light of additional information in order to identify trends that may become evident and to assess their impact on the range of liability that is probable and estimable.

Based on actuarial information, the Company has estimated its asbestos-related aggregate liability including related legal defense costs to range between $4,700,000 and $7,400,000 using actuarial parameters of continued claims for a period of 37 years from December 31, 2016.  The Company's estimation of its asbestos-related aggregate liability that is probable and estimable, in accordance with U.S. generally accepted accounting principles approximates $6,178,000, which has been reflected as a liability in the consolidated financial statements as of December 31, 2016. The recorded liability does not consider the impact of any potential favorable federal legislation. This liability will fluctuate based on the uncertainty in the number of future claims that will be filed and the cost to resolve those claims, which may be influenced by a number of factors, including the outcome of the ongoing broad-based settlement negotiations, defensive strategies, and the cost to resolve claims outside the broad-based settlement program. Of this amount, management expects to incur asbestos liability and legal defense payments of approximately $2,000,000 over the next 12 months. Because payment of the liability is likely to extend over many years, management believes that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.

The Company believes that a share of its previously incurred asbestos-related expenses and future asbestos-related expenses are covered by pre-existing insurance policies. The Company has engaged in a legal action against the insurance carriers for those policies to recover these expenses and future costs incurred. When the Company resolves this legal action, it is expected that a gain will be recorded for previously expensed costs that are recovered.

The Company is also involved in other unresolved legal actions that arise in the normal course of business. The most prevalent of these unresolved actions involve disputes related to product design, manufacture and performance liability. The Company's estimation of its product-related aggregate liability that is probable and estimable, in accordance with U.S. generally accepted accounting principles approximates $6,243,000, which has been reflected as a liability in the consolidated financial statements as of December 31, 2016. In some cases, we cannot reasonably estimate a range of loss because there is insufficient information regarding the matter.  Management believes that the potential additional costs for claims will not have a material effect on the financial condition of the Company or its liquidity, although the effect of any future liabilities recorded could be material to earnings in a future period.

The following contingencies relate to the Company’s Magnetek subsidiary:

Product Liability

Magnetek has been named, along with multiple other defendants, in asbestos-related lawsuits associated with business operations previously acquired but which are no longer owned. During Magnetek's ownership, none of the businesses produced or sold asbestos-containing products. For such claims, Magnetek is uninsured and either contractually indemnified against liability, or contractually obligated to defend and indemnify the purchaser of these former business operations.  The Company aggressively seeks dismissal from these proceedings. Based on actuarial information, the asbestos related liability including legal defense costs is estimated to be approximately $1,121,000 which has been reflected as a liability in the consolidated financial statements at December 31, 2016.

Litigation-Other

In October 2010, Magnetek received a request for indemnification from Power-One, Inc. ("Power-One") for an Italian tax matter arising out of the sale of Magnetek's power electronics business to Power-One in October 2006. With a reservation of rights, Magnetek affirmed its obligation to indemnify Power-One for certain pre-closing taxes.  The sale included an Italian company, Magnetek, S.p.A., and its wholly owned subsidiary, Magnetek Electronics (Shenzhen) Co. Ltd. (the “Power-One China Subsidiary”). The tax authority in Arezzo, Italy, issued a notice of audit report in September 2010 wherein it asserted that the Power-One China Subsidiary had its administrative headquarters in Italy with fiscal residence in Italy and, therefore, is subject to taxation in Italy.  In November 2010, the tax authority issued a notice of tax assessment for the period of July 2003 to June 2004, alleging that taxes of approximately $2,000,000 (Euro 1,900,000) were due in Italy on taxable income earned by the Power-One China Subsidiary during this period.  In addition, the assessment alleges potential penalties together with interest in the amount of approximately $2,700,000 (Euro 2,600,000) for the alleged failure of the Power-One China Subsidiary to file its Italian tax return.  The Power-One China Subsidiary filed its response with the provincial tax commission of Arezzo, Italy in January 2011. The tax authority in Arezzo, Italy issued a tax inspection report in January 2011 for the periods July 2002 to June 2003 and July 2004 to December 2006 claiming that the Power-One China Subsidiary failed to file Italian tax returns for the reported periods. A hearing before the Tax Court was held in July 2012 on the tax assessment for the period of July 2003 to June 2004. In September 2012, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessment for the period of July 2003 to June 2004. In February 2013, the tax authority filed an appeal of the Tax Court's September 2012 ruling. The Regional Tax Commission of Florence heard the appeal of the tax assessment dismissal for the period of July 2003 to June 2004 and thereafter issued its ruling finding in favor of the tax authority. Magnetek believes the court’s decision was based upon erroneous interpretations of the applicable law and appealed the ruling to the Italian Supreme Court in April 2015.

In August 2012, the tax authority in Arezzo, Italy issued notices of tax assessment for the periods July 2002 to June 2003 and July 2004 to December 2006, alleging that taxes of approximately $7,000,000 (Euro 6,700,000) were due in Italy on taxable income earned by the Power-One China Subsidiary together with an allegation of potential penalties in the amount of approximately $2,900,000 (Euro 2,800,000) for the alleged failure of the Power-One China Subsidiary to file its Italian tax returns. On June 3, 2015, the Tax Court ruled in favor of the Power-One China Subsidiary dismissing the tax assessments for the periods of July 2002 to June 2003 and July 2004 to December 2006. On July 27, 2015, the tax authority filed an appeal of the Tax Court's ruling of June 3, 2015. In May 2016, the Regional Tax Court of Florence rejected the appeal of the tax authority and at the same time canceled the notices of assessment for the fiscal years of 2004/2005 and 2005/2006. The tax authority had up to six months to appeal the decision. In December 2016, Magnetek was served by the Italian Revenue Service with two appeals to the Italian Supreme Court regarding the two positive judgments on the tax assessments for the fiscal periods 2004/2005 and 2005/2006. The Company believes it will be successful and does not expect to incur a liability related to those assessments.

Environmental Matters

From time to time, Magnetek has taken action to bring certain facilities associated with previously owned businesses into compliance with applicable environmental laws and regulations. Upon the subsequent sale of certain businesses, Magnetek agreed to indemnify the buyers against environmental claims associated with the divested operations, subject to certain conditions and limitations. Remediation activities, including those related to indemnification obligations, did not involve material expenditures during the first nine months of fiscal year 2017.

Magnetek has also been identified by the United States Environmental Protection Agency and certain state agencies as a potentially responsible party for cleanup costs associated with alleged past waste disposal practices at several previously utilized, owned or leased facilities and offsite locations. Its remediation activities as a potentially responsible party were not material in the first nine months of fiscal year 2017. Although the materiality of future expenditures for environmental activities may be affected by the level and type of contamination, the extent and nature of cleanup activities required by governmental authorities, the nature of Magnetek's alleged connection to the contaminated sites, the number and financial resources of other potentially responsible parties, the availability of indemnification rights against third parties and the identification of additional contaminated sites, Magnetek's estimated share of liability, if any, for environmental remediation, including its indemnification obligations, is not expected to be material.

In 1986, Magnetek acquired the stock of Universal Manufacturing Corporation (“Universal”) from a predecessor of Fruit of the Loom (“FOL”), and the predecessor agreed to indemnify Magnetek against certain environmental liabilities arising from pre-acquisition activities at a facility in Bridgeport, Connecticut. Environmental liabilities covered by the indemnification agreement included completion of additional cleanup activities, if any, at the Bridgeport facility and defense and indemnification against liability for potential response costs related to offsite disposal locations. Magnetek's leasehold interest in the Bridgeport facility was assigned to the buyer in connection with the sale of Magnetek's transformer business in June 2001. FOL, the successor to the indemnification obligation, filed a petition for Reorganization under Chapter 11 of the Bankruptcy Code in 1999 and Magnetek filed a proof of claim in the proceeding for obligations related to the environmental indemnification agreement. Magnetek believes that FOL had substantially completed the clean-up obligations required by the indemnification agreement prior to the bankruptcy filing. In November 2001, Magnetek and FOL entered into an agreement involving the allocation of certain potential tax benefits and Magnetek withdrew its claims in the bankruptcy proceeding. Magnetek further believes that FOL's obligation to the state of Connecticut was not discharged in the reorganization proceeding. 

In January 2007, the Connecticut Department of Environmental Protection (“DEP”) requested parties, including Magnetek, to submit reports summarizing the investigations and remediation performed to date at the site and the proposed additional investigations and remediation necessary to complete those actions at the site. DEP requested additional information relating to site investigations and remediation. Magnetek and the DEP agreed to the scope of the work plan in November 2010.  The Company has recorded a liability of $323,000, included in the amount specified above, related to the Bridgeport facility, representing the best estimate of future site investigation costs and remediation costs which are expected to be incurred in the future.

FOL's inability to satisfy its remaining obligations to the state of Connecticut related to the Bridgeport facility and any offsite disposal locations, or the discovery of additional environmental contamination at the Bridgeport facility is not expected to have a material adverse effect on the Company's financial position, cash flows or results of operations.

The Company has recorded total liabilities of $644,000 on a consolidated basis for all environmental matters in the consolidated financial statements as of December 31, 2016 on an undiscounted basis.

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Income Taxes

9 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense as a percentage of income from continuing operations before income tax expense was 67% and 14% in the quarters ended December 31, 2016 and December 31, 2015, respectively and 36% and 40% for the nine-month periods then ended, respectively. Typically these percentages vary from the U.S. statutory rate primarily due to varying effective tax rates at the Company's foreign subsidiaries, and the jurisdictional mix of taxable income for these subsidiaries.

Income tax expense for the three and nine months ended December 31, 2016 was impacted by certain non-deductible STAHL related acquisition costs of $3,140,000 increasing the effective tax rate for the quarter and nine-months period by 29 and 2 percentage points, respectively.

For the three months ended December 31, 2015, income taxes as a percentage of income before income taxes was lower than our rate for fiscal 2016 due to the realization of certain tax credits during the quarter resulting in an income tax benefit of $1,150,000 reducing the effective tax rate for the quarter by 14 percentage points.

We estimate that the effective tax rate related to continuing operations will be approximately 31% to 36% for fiscal 2017. The increase from the previous estimate is due to the STAHL acquisition.

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Changes in Other Comprehensive Loss

9 Months Ended

Dec. 31, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in Other Comprehensive Loss

Changes in Accumulated Other Comprehensive Loss

Changes in AOCL by component for the three and nine-month period ended December 31, 2016 are as follows (in thousands):

	Three months ended December 31, 2016
	Unrealized Investment Gain			Retirement Obligations			Foreign Currency			Change in Derivatives Qualifying as Hedges			Total
Beginning balance net of tax	$	734		$	(72,617	)	$	(24,002	)	$	(1,132	)	$	(97,017	)
Other comprehensive income (loss) before reclassification	(147		)	(337		)	(8,805		)	940			(8,349		)
Amounts reclassified from other comprehensive loss	(1		)	465			—			244			708
Net current period other comprehensive income (loss)	(148		)	128			(8,805		)	1,184			(7,641		)
Ending balance net of tax	$	586		$	(72,489	)	$	(32,807	)	$	52		$	(104,658	)

	Nine months ended December 31, 2016
	Unrealized Investment Gain			Retirement Obligations			Foreign Currency			Change in Derivatives Qualifying as Hedges			Total
Beginning balance net of tax	$	626		$	(72,824	)	$	(20,985	)	$	(1,564	)	$	(94,747	)
Other comprehensive income (loss) before reclassification	35			(1,337		)	(11,822		)	804			(12,320		)
Amounts reclassified from other comprehensive loss	(75		)	1,672			—			812			2,409
Net current period other comprehensive income (loss)	(40		)	335			(11,822		)	1,616			(9,911		)
Ending balance net of tax	$	586		$	(72,489	)	$	(32,807	)	$	52		$	(104,658	)

Details of amounts reclassified out of AOCL for the three-month period ended December 31, 2016 are as follows (in thousands):

Details of AOCL Components	Amount reclassified from AOCL			Affected line item on condensed consolidated statement of operations and retained earnings
Unrealized gain on investments
	$	(1	)	Investment income
	(1		)	Total before tax
	—			Tax expense
	$	(1	)	Net of tax
Net amortization of prior service cost and pension settlement
	$	716		(1)
	716			Total before tax
	(251		)	Tax benefit
	$	465		Net of tax
Change in derivatives qualifying as hedges
	$	9		Cost of products sold
	366			Interest expense
	375			Total before tax
	(131		)	Tax benefit
	$	244		Net of tax

Details of amounts reclassified out of AOCL for the nine-month period ended December 31, 2016 are as follows (in thousands):

Details of AOCL Components	Amount reclassified from AOCL			Affected line item on condensed consolidated statement of operations and retained earnings
Unrealized gain on investments
	$	(116	)	Investment income
	(116		)	Total before tax
	41			Tax expense
	$	(75	)	Net of tax
Net amortization of prior service cost and pension settlement
	$	2,572		(1)
	2,572			Total before tax
	(900		)	Tax benefit
	$	1,672		Net of tax
Change in derivatives qualifying as hedges
	$	(155	)	Cost of products sold
	1,404			Interest expense
	1,249			Total before tax
	(437		)	Tax benefit
	$	812		Net of tax

(1) These AOCL components are included in the computation of net periodic pension cost. (See Note 9 — Net Periodic Benefit Cost for additional details.)

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Effects of New Accounting Pronouncements

9 Months Ended

Dec. 31, 2016

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Effects of New Accounting Pronouncements

Effects of New Accounting Pronouncements

In December 2016, the FASB issued ASU No. 2016-19, "Technical Corrections and Improvements." The standard clarifies and removes inconsistencies in key areas of U.S. GAAP and is effective immediately. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, "Restricted Cash (Topic 230)." The standard clarifies the classification and presentation of restricted cash in the statement of cash flows. The standard requires that restricted cash and restricted cash equivalents be included in the cash and cash equivalent balance in the statement of cash flows. Further, a reconciliation between the balance sheet and statement of cash flows is required when the balance sheet includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Therefore, transfers between these balances should no longer be presented as a cash flow activity. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company expects this standard to impact the presentation of changes to its restricted cash balances in the Consolidated Statements of Cash Flows.

In October 2016, the FASB issued ASU No. 2016-17, "Interest Held Through Related Parties That Are Under Common Control." The standard requires that a single decision maker consider indirect interests held by related parties under common control on a proportionate basis in a manner consistent with its evaluation of indirect interests held through other related parties. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)." The standard requires immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments (Topic 230)." The standard clarifies the classification of certain cash receipts and cash payments in the statement of cash flows. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which delays the effective date of ASU 2014-09 by one year. This ASU is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.

In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)." This ASU amends the principal-versus-agent implementation guidance and illustrations in the FASB’s new revenue standard (ASC 606). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted.

In May 2016, the FASB issued ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." ASU 2016-12 provides for amendments to ASU No. 2014-09, Revenue from Contracts with Customers, amending the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes. Specifically, ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria.

The Company is evaluating the potential impact of adopting the above revenue standards on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The ASU is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." This standard will require all leases with durations greater than twelve months to be recognized on the balance sheet. The ASU effective for interim and annual reporting periods beginning after December 15, 2018, although early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Information about our undiscounted future lease payments and the timing of those payments is included in Note 17 of our 2016 10-K.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The update addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments, including the Company's marketable securities. ASU 2016-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amounts as if the accounting had been completed at the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In June 2015, the FASB issued ASU No. 2015-10, "Technical Corrections and Updates." The amendments in this update cover a wide range of topics in the codification and are generally categorized as follows: Amendments Related to Differences between Original Guidance and the Codification; Guidance Clarification and Reference Corrections; Simplification; and, Minor Improvements. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In May 2015, the FASB issued ASU No. 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (A Consensus of the FASB Emerging Issue Task Force)." The ASU provides guidance on the disclosures for investments in certain entities that calculate net asset value (NAV) per share (or its equivalent). The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share (or its equivalent) as a practical expedient. ASU No. 2015-07 is to be applied retrospectively and is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, "Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The ASU provides guidance to entities about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the entity should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. The guidance does not change GAAP for an entity's accounting for service contracts. The ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-04, "Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets." The ASU provides the use of a practical expedient that permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. Further, if a contribution or significant event occurs between the month-end date used to measure defined benefit plan asset and obligations and an entity's fiscal year-end, the entity should adjust the measurement of defined benefit plan assets and obligations to reflect those contributions as significant events. However, an entity should not adjust the measurement of defined benefit plan asset and obligations for other events that occur between the month-end measurement date and the entity's fiscal year-end that are not caused by the entity. The amendments are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance also requires retrospective application to all prior periods presented. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15, “Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (“ASU 2015-15”), which clarifies the treatment of debt issuance costs from line-of-credit arrangements after the adoption of ASU 2015-03. In particular, ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Refer to Note 8 for the impact that adopting this standard had on the Company's consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This update is intended to improve certain areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period." ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of this standard did not have a significant effect on the Company's consolidated financial statements.

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Acquisitions (Table Text Block)

9 Months Ended

Dec. 31, 2016

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended				Nine Months Ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Net sales	$	152,497	$	160,185	$	453,435	$	486,849
Net income	$	505	$	7,911	$	13,722	$	16,514
Net income per share - Basic	$	0.02	$	0.39	$	0.68	$	0.82
Net income per share - Diluted	$	0.02	$	0.39	$	0.67	$	0.81

Schedule of Purchase Price Allocation

In connection with the acquisition of Ergomatic, the Company withheld $588,000 to be paid to the seller upon satisfaction of certain conditions. Of this amount, $294,000 is expected to be paid to the seller within one year of the period ending December 31, 2016 and the remaining $294,000 is expected to be paid within two years. The Company has recorded short term restricted cash on its condensed consolidated balance sheets of $294,000 within prepaid expenses and other and long term restricted cash of $294,000 in other assets at December 31, 2016. Further, the Company has recorded a short term liability to the seller of $294,000 within accrued liabilities and a long term liability to the seller of $294,000 within other non current liabilities at December 31, 2016.

The purchase price has been preliminarily allocated to the assets and liabilities assumed as of the date of acquisition. Adjustments may be made if new information is obtained during the measurement period. The identifiable intangible assets acquired primarily includes engineered drawings of $677,000 with an estimated useful life of 20 years. The preliminary assignment of the purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):

Working capital	$	212
Property, plant and equipment	246
Intangible assets	717
Total purchase consideration	$	1,175

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Fair value Measurements (Tables)

9 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

	Fair value measurements at reporting date using
	December 31,			Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	2016			(Level 1)		(Level 2)			(Level 3)
Assets/(Liabilities) measured at fair value:
Marketable securities	$	8,147		$	8,147	$	—		$	—
Annuity contract	2,899			—		2,899			—
Derivative assets (liabilities):
Foreign exchange contracts	56			—		56			—
Interest rate swaps	216			—		216			—
Foreign currency option	4,544			—		4,544			—
Disclosed at fair value:
Term loan and revolving credit facility	$	(233,446	)	$	—	$	(233,446	)	$	—
Senior debt	(687		)	—		(687		)	—

	Fair value measurements at reporting date using
	March 31,			Quoted prices in active markets for identical assets		Significant other observable inputs			Significant unobservable inputs
Description	2016			(Level 1)		(Level 2)			(Level 3)
Assets/(Liabilities) measured at fair value:
Marketable securities	$	18,186		$	18,186	$	—		$	—
Annuity contract	3,267					3,267
Derivative assets (liabilities):
Foreign exchange contracts	(131		)	—		(131		)	—
Interest rate swap	(2,211		)	—		(2,211		)	—
Disclosed at fair value:
Term loan and revolving credit facility	$	(266,235	)	$	—	$	(266,235	)	$	—
Senior debt	(1,590		)	—		(1,590		)	—

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Inventories (Tables)

9 Months Ended

Dec. 31, 2016

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories consisted of the following (in thousands):

	December 31, 2016			March 31, 2016
At cost - FIFO basis:
Raw materials	$	69,564		$	74,968
Work-in-process	20,090			18,877
Finished goods	35,272			41,517
Total at cost FIFO basis	124,926			135,362
LIFO cost less than FIFO cost	(15,795		)	(17,313		)
Net inventories	$	109,131		$	118,049

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Marketable Securities (Tables)

9 Months Ended

Dec. 31, 2016

Marketable Securities [Abstract]

Schedule Of Available For Sale Securities Reconciliation

The following is a summary of available-for-sale securities at March 31, 2016 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities	$	18,080	$	253	$	147	$	18,186

The following is a summary of available-for-sale securities at December 31, 2016 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Marketable securities	$	8,102	$	130	$	85	$	8,147

Schedule of Unrealized Loss on Investments

The aggregate fair value of investments and unrealized losses on available-for-sale securities in an unrealized loss position at December 31, 2016 are as follows (in thousands):

	Aggregate Fair Value		Unrealized Losses
Securities in a continuous loss position for less than 12 months	$	2,377	$	53
Securities in a continuous loss position for more than 12 months	1,078		32
	$	3,455	$	85

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of changes in goodwill during the three months ended December 31, 2016 is as follows (in thousands):

Balance at April 1, 2016	$	170,716
Currency translation	(2,203		)
Balance at December 31, 2016	$	168,513

Schedule of Indefinite-lived Intangible Assets by Major Class

Identifiable intangible assets are summarized as follows (in thousands):

	December 31, 2016							March 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trademark	$	5,086	$	(2,497	)	$	2,589	$	5,467	$	(2,431	)	$	3,036
Indefinite lived trademark	28,915		—			28,915		29,006		—			$	29,006
Customer relationships	57,399		(12,756		)	44,643		58,535		(10,688		)	47,847
Acquired technology	43,911		(3,910		)	40,001		43,198		(1,873		)	$	41,325
Other	1,584		(730		)	854		1,481		(566		)	915
Total	$	136,895	$	(19,893	)	$	117,002	$	137,687	$	(15,558	)	$	122,129

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Derivative Instruments (Tables)

3 Months Ended

9 Months Ended

Dec. 31, 2016

Dec. 31, 2016

Derivative Instruments, Gain (Loss) [Line Items]

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following is the effect of derivative instruments on the condensed consolidated statements of operations for the three months ended December 31, 2016 and 2015 (in thousands):

Derivatives Designated as Cash Flow Hedges	Type of Instrument	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)		Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
December 31, 2016	Foreign exchange contracts	$	130	Cost of products sold	$	(6	)
December 31, 2016	Interest rate swaps	810		Interest Expense	(238		)
December 31, 2015	Foreign exchange contracts	144		Cost of products sold	(4		)
December 31, 2015	Interest rate swap	373		Interest expense	(281		)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
December 31, 2016	Foreign currency exchange gain/loss	$	(1,847	)
December 31, 2015	Foreign currency exchange gain/loss	31

The following is the effect of derivative instruments on the condensed consolidated statements of operations and retained earnings for the nine months ended December 31, 2016 and 2015 (in thousands):

Derivatives Designated as Cash Flow Hedges	Type of Instrument	Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
December 31, 2016	Foreign exchange contracts	$	227		Cost of products sold	$	101
December 31, 2016	Interest rate swaps	577			Interest Expense	(913		)
December 31, 2015	Foreign exchange contracts	215			Cost of products sold	33
December 31, 2015	Interest rate swap	(514		)	Interest expense	(882		)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
December 31, 2016	Foreign currency exchange gain/loss	$	(1,951	)
December 31, 2015	Foreign currency exchange gain/loss	76

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following is information relative to the Company’s derivative instruments in the condensed consolidated balance sheet as of December 31, 2016 and March 31, 2016 (in thousands):

		Fair Value of Asset (Liability)
Derivatives Designated as Hedging Instruments	Balance Sheet Location	December 31, 2016			March 31, 2016
Foreign exchange contracts	Prepaid expenses and other	$	258		$	200
Foreign exchange contracts	Accrued Liabilities	(167		)	(420		)
Interest rate swap	Prepaid expenses and other	3			—
Interest rate swap	Other Assets	228			—
Interest rate swap	Accrued Liabilities	—			(1,129		)
Interest rate swap	Other non current liabilities	(15		)	(1,082		)
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2016			March 31, 2016
Foreign exchange contracts	Prepaid expenses and other	$	11		$	96
Foreign exchange contracts	Accrued Liabilities	(46		)	(7		)
Foreign exchange option	Prepaid expenses and other	$	4,544		$	—

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Net Periodic Benefit Cost (Tables)

9 Months Ended

Dec. 31, 2016

Pension Plans, Defined Benefiit

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Benefit Costs

The following table sets forth the components of net periodic pension (benefit) cost for the Company’s defined benefit pension plans (in thousands):

	Three months ended						Nine months ended
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
Service costs	$	308		$	615		$	1,209		$	1,645
Interest cost	4,111			4,200			12,343			9,692
Expected return on plan assets	(5,604		)	(5,848		)	(16,841		)	(13,925		)
Net amortization	735			867			2,325			2,687
Settlement	—			—			247			—
Net periodic pension (benefit) cost	$	(450	)	$	(166	)	$	(717	)	$	99

Other Postretirement Benefit Plans, Defined Benefit

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Benefit Costs

The following table sets forth the components of net periodic postretirement (benefit) cost for the Company’s defined benefit postretirement plans (in thousands):

	Three months ended					Nine months ended
	December 31, 2016			December 31, 2015		December 31, 2016		December 31, 2015
Interest cost	$	31		$	40	$	114	$	142
Amortization of plan net losses	(19		)	2		—		67
Net periodic postretirement cost	$	12		$	42	$	114	$	209

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Earnings Per Share (Tables)

9 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share (in thousands):

	Three Months Ended				Nine Months Ended
	December 31, 2016		December 31, 2015		December 31, 2016		December 31, 2015
Numerator for basic and diluted earnings per share:
Net income (loss)	$	505	$	7,227	$	13,722	$	13,690
Denominators:
Weighted-average common stock outstanding – denominator for basic EPS	20,239		20,104		20,192		20,071
Effect of dilutive employee stock options and other share-based awards	251		191		208		228
Adjusted weighted-average common stock outstanding and assumed conversions – denominator for diluted EPS	20,490		20,295		20,400		20,299

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Changes in Other Comprehensive Loss (Tables)

3 Months Ended

9 Months Ended

Dec. 31, 2016

Dec. 31, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

Changes in AOCL by component for the three and nine-month period ended December 31, 2016 are as follows (in thousands):

	Three months ended December 31, 2016
	Unrealized Investment Gain			Retirement Obligations			Foreign Currency			Change in Derivatives Qualifying as Hedges			Total
Beginning balance net of tax	$	734		$	(72,617	)	$	(24,002	)	$	(1,132	)	$	(97,017	)
Other comprehensive income (loss) before reclassification	(147		)	(337		)	(8,805		)	940			(8,349		)
Amounts reclassified from other comprehensive loss	(1		)	465			—			244			708
Net current period other comprehensive income (loss)	(148		)	128			(8,805		)	1,184			(7,641		)
Ending balance net of tax	$	586		$	(72,489	)	$	(32,807	)	$	52		$	(104,658	)

	Nine months ended December 31, 2016
	Unrealized Investment Gain			Retirement Obligations			Foreign Currency			Change in Derivatives Qualifying as Hedges			Total
Beginning balance net of tax	$	626		$	(72,824	)	$	(20,985	)	$	(1,564	)	$	(94,747	)
Other comprehensive income (loss) before reclassification	35			(1,337		)	(11,822		)	804			(12,320		)
Amounts reclassified from other comprehensive loss	(75		)	1,672			—			812			2,409
Net current period other comprehensive income (loss)	(40		)	335			(11,822		)	1,616			(9,911		)
Ending balance net of tax	$	586		$	(72,489	)	$	(32,807	)	$	52		$	(104,658	)

Reclassification out of Accumulated Other Comprehensive Income

Details of amounts reclassified out of AOCL for the three-month period ended December 31, 2016 are as follows (in thousands):

Details of AOCL Components	Amount reclassified from AOCL			Affected line item on condensed consolidated statement of operations and retained earnings
Unrealized gain on investments
	$	(1	)	Investment income
	(1		)	Total before tax
	—			Tax expense
	$	(1	)	Net of tax
Net amortization of prior service cost and pension settlement
	$	716		(1)
	716			Total before tax
	(251		)	Tax benefit
	$	465		Net of tax
Change in derivatives qualifying as hedges
	$	9		Cost of products sold
	366			Interest expense
	375			Total before tax
	(131		)	Tax benefit
	$	244		Net of tax

Details of amounts reclassified out of AOCL for the nine-month period ended December 31, 2016 are as follows (in thousands):

Details of AOCL Components	Amount reclassified from AOCL			Affected line item on condensed consolidated statement of operations and retained earnings
Unrealized gain on investments
	$	(116	)	Investment income
	(116		)	Total before tax
	41			Tax expense
	$	(75	)	Net of tax
Net amortization of prior service cost and pension settlement
	$	2,572		(1)
	2,572			Total before tax
	(900		)	Tax benefit
	$	1,672		Net of tax
Change in derivatives qualifying as hedges
	$	(155	)	Cost of products sold
	1,404			Interest expense
	1,249			Total before tax
	(437		)	Tax benefit
	$	812		Net of tax

(1) These AOCL components are included in the computation of net periodic pension cost. (See Note 9 — Net Periodic Benefit Cost for additional details.)

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Description of Business (Narrative) (Details)

3 Months Ended

9 Months Ended

Dec. 31, 2016

Dec. 31, 2016

Revenue from External Customer [Line Items]

Description of types of products and services from which each reportable segment derives its revenues

The Company is a leading designer, marketer and manufacturer of material handling products and services which efficiently and safely move, lift, position and secure materials and people. Key products include hoists, rigging tools, cranes, digital power control systems, and actuators. The Company’s material handling products are sold globally, principally to third party distributors through diverse distribution channels, and to a lesser extent directly to end-users. Approximately 64% of sales were to customers in the United States.

Sales Revenue, Goods, Net | US

Revenue from External Customer [Line Items]

Sales revenue goods net percentage

64.00%

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Acquisitions (Narratives) (Details) - USD ($)		3 Months Ended			9 Months Ended		12 Months Ended
	Jan. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2016	Mar. 31, 2017	Jul. 15, 2016	Mar. 31, 2016
Business Acquisition [Line Items]
Proceeds from Lines of Credit		$ 195,000,000
Stated interest rate percentage		7.875%			7.875%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		$ 677,000			$ 677,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					18 years
Restricted Cash and Cash Equivalents, Current		294,000			$ 294,000
Restricted Cash and Cash Equivalents, Noncurrent		294,000			294,000
Business Combination, Contingent Consideration, Liability				$ 5,431,000
Business Acquisition, Period Results Included in Combined Entity		5,317,000	$ 10,958,000		29,137,000	$ 28,761,000
Line of Credit Facility, Maximum Borrowing Capacity		75,000,000			75,000,000
Repayments of Lines of Credit		63,500,000			23,500,000	$ (164,057,000)
Goodwill		168,513,000			168,513,000					$ 170,716,000
Ergomatic Products LLC [Member]
Business Acquisition [Line Items]
Working capital		212,000			212,000
Long-Lived Assets		246,000			246,000
Intangible Assets, Gross (Excluding Goodwill)		717,000			717,000
Business Combination, Consideration Transferred, Other					$ 1,175,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					20 years
Restricted Cash and Cash Equivalents, Noncurrent									$ 588,000
Business Acquisition Purchase Price Allocation Total Allocated		1,175,000			$ 1,175,000
Escrow Deposit		588,000			588,000
STB [Member]
Business Acquisition [Line Items]
Restricted Cash and Cash Equivalents, Current										$ 822,000
Revenues				$ 16,000,000
Other Current Liabilities [Member]
Business Acquisition [Line Items]
Escrow Deposit		294,000			294,000
Other Noncurrent Liabilities [Member]
Business Acquisition [Line Items]
Escrow Deposit		294,000			294,000
STAHL [Member]
Business Acquisition [Line Items]
Proceeds from Lines of Credit	$ 100,000,000
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period							$ 166,000,000
Line of Credit Facility, Maximum Borrowing Capacity	$ 545,000,000
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs		3,140,000			$ 3,140,000
Long-term Debt, Maturities, Repayment Terms	445000000
Shares, Issued	2,273,000
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 50,000,000
Customer relationships
Business Acquisition [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life					17 years
Maximum [Member]
Business Acquisition [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 225,000,000			$ 225,000,000
Subordinated Debt [Member]
Business Acquisition [Line Items]
Stated interest rate percentage
Fair Value Option, Other Eligible Items [Member]
Business Acquisition [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure		$ (4,544,000)			$ (4,544,000)
United States of America, Dollars | STAHL [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Other	$ 240,000,000
Business Combination, Contingent Consideration Arrangements, Description	6400000
Scenario, Forecast [Member] | STB [Member]
Business Acquisition [Line Items]
Restricted Cash and Cash Equivalents, Noncurrent								$ 4,609,000
Scenario, Forecast [Member] | STAHL [Member]
Business Acquisition [Line Items]
Stated interest rate percentage	8.00%
Percentage acquired of outstanding common shares	100.00%
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 50,000,000
STAHL [Member] | STAHL [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	47,200,000
STAHL [Member] | Scenario, Forecast [Member] | STAHL [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 47,200,000

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Acquisitions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016
Business Acquisition [Line Items]
Net income	$ 505,000	$ 7,227,000	$ 13,722,000	$ 13,690,000
Goodwill	168,513,000		168,513,000		$ 170,716,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 677,000		677,000
Business Acquisition, Pro Forma Net Income (Loss)		$ 7,911,000	$ 13,722,000	$ 16,514,000
Basic income (loss) per share:	$ 0.02	$ 0.36	$ 0.68	$ 0.68
Business Acquisition, Pro Forma Earnings Per Share, Basic		0.39		0.82
Diluted income (loss) per share:	$ 0.02	0.36	$ 0.67	0.67
Business Acquisition, Pro Forma Earnings Per Share, Diluted		$ 0.39		$ 0.81
Magnetek [Member]
Business Acquisition [Line Items]
Business Acquisition, Pro Forma Revenue		$ 160,185,000		$ 486,849,000

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Fair Value Measurements (Assets and liabilities measured at fair value on recurring bases) (Details)	3 Months Ended
	Dec. 31, 2016 USD ($) $ / h	Mar. 31, 2016 USD ($)	Dec. 31, 2014 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Restricted Cash and Cash Equivalents, Current	$ 294,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 677,000
Business Combination, Contingent Consideration, Liability			$ 5,431,000
Stated interest rate percentage	7.875%
Subordinated Debt [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stated interest rate percentage
Marketable securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	$ 8,147,000	$ 18,186,000
Marketable securities | Quoted Prices in Active Markets for Indentical Assets (Level 1)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	8,147,000	18,186,000
Marketable securities | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	0	0
Marketable securities | Significant unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	0	0
Variable Annuity [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	2,899,000	3,267,000
Variable Annuity [Member] | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Assets	2,899,000	3,267,000
Derivative assets (liabilities):
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Derivative assets (liabilities): | Quoted Prices in Active Markets for Indentical Assets (Level 1)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Derivative assets (liabilities): | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Derivative assets (liabilities): | Significant unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Foreign exchange contracts
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	56,000	(131,000)
Foreign exchange contracts | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	56,000	(131,000)
Interest Rate Swap [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	216,000	(2,211,000)
Interest Rate Swap [Member] | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	216,000	(2,211,000)
Fair Value Option, Other Eligible Items [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	4,544,000
Fair Value Option, Other Eligible Items [Member] | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	4,544,000
Contingent Consideration Classified as Equity [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Contingent Consideration Classified as Equity [Member] | Significant unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities
Term loan and revolving credit facility
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	(233,446,000)	(266,235,000)
Term loan and revolving credit facility | Quoted Prices in Active Markets for Indentical Assets (Level 1)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	0	0
Term loan and revolving credit facility | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	(233,446,000)	(266,235,000)
Term loan and revolving credit facility | Significant unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities		0
Senior debt
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	(687,000)	(1,590,000)
Senior debt | Quoted Prices in Active Markets for Indentical Assets (Level 1)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	0	0
Senior debt | Significant Other Observable Inputs (Level 2)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	(687,000)	(1,590,000)
Senior debt | Significant unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities	$ 0	0
Ergomatic Products LLC [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value Inputs, Engineering Cost Per Hour | $ / h	40.86
STB [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Restricted Cash and Cash Equivalents, Current		$ 822,000

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Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Mar. 31, 2016
Inventory [Line Items]
Raw materials	$ 69,564	$ 74,968
Work-in-process	20,090	18,877
Finished goods	35,272	41,517
At cost - FIFO basis:	124,926	135,362
LIFO cost less than FIFO cost	(15,795)	(17,313)
Net inventories	$ 109,131	$ 118,049

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Marketable Securities (Narratives) (Details) - USD ($)

3 Months Ended

9 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Gain (Loss) on Investments [Line Items]

Marketable securities, realized loss, other than temporary impairments, description

In accordance with ASC Topic 320-10-35-30 “Investments – Debt & Equity Securities – Subsequent Measurement,” the Company reviews its marketable securities for declines in market value that may be considered other-than-temporary. The Company generally considers market value declines to be other-than-temporary if there are declines for a period longer than six months and in excess of 20% of original cost, or when other evidence indicates impairment.  We also consider the nature of the underlying investments, our intent and ability to hold the investments until their market values recover, and other market conditions in making this assessment.

Minimum decline in value of marketable securities to be called as other than temporaty impairment period

6 months

Minimum decline in value of marketable securities to be called as other than temporary impairment percent

20.00%

Marketable Securities, Realized Gain (Loss)

$ 1,000

$ 3,000

$ 116,000

$ 236,000

Proceeds from Sale and Maturity of Marketable Securities

6,000,000

Available-for-sale Securities, Short-term Investments, Amortized Cost

$ 5,938,000

5,938,000

Proceeds for CMIC Loan [Member]

Gain (Loss) on Investments [Line Items]

Gain on sale of certain investments

$ 62,000

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Marketable Securities (Summary of available-for-sale securities ) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Marketable Securities, Realized Gain (Loss)	$ 1,000	$ 3,000	$ 116,000	$ 236,000
Aggregate Fair Value, Securities in a continuous loss position for less than 12 months	2,377,000		2,377,000
Aggregate Fair Value, Securities in a continuous loss position for more than 12 months	1,078,000		1,078,000
Aggregate Fair Value	3,455,000		3,455,000
Unrealized Losses, Securities in a continuous loss position for less than 12 months			53,000
Unrealized Losses, Securities in a continuous loss position for more than 12 months			32,000
Unrealized Losses			85,000
Foreign exchange contracts
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	8,102,000		8,102,000		$ 18,080,000
Gross Unrealized Gains	130,000				253,000
Gross Unrealized Losses	85,000				147,000
Estimated Fair Value	$ 8,147,000		$ 8,147,000		$ 18,186,000

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Goodwill and Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2017	Mar. 31, 2016
Goodwill [Line Items]
Amortization of intangibles	$ 1,765,000	$ 1,689,000	$ 5,280,000	$ 3,276,000
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year					$ 7,000,000
Goodwill	168,513,000		168,513,000			$ 170,716,000
Estimated amortization expense in 2018	7,000,000		7,000,000
Estimated amortization expense in 2019	7,000,000		7,000,000
Estimated amortization expense in 2020	7,000,000		7,000,000
Estimated amortization expense in 2021	7,000,000		$ 7,000,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			18 years
Goodwill, Impaired, Accumulated Impairment Loss	107,000,000		$ 107,000,000
Rest of Products [Member]
Goodwill [Line Items]
Goodwill	158,971,000		158,971,000			161,089,000
Duff Norton Group [Member]
Goodwill [Line Items]
Goodwill	9,542,000		$ 9,542,000			$ 9,627,000
Trademark
Goodwill [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			18 years
Indefinite-Lived Trade Names	$ 28,915,000		$ 28,915,000
Customer relationships
Goodwill [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			17 years
Patented Technology [Member]
Goodwill [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			19 years
Other
Goodwill [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			11 years

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Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Goodwill [Roll Forward]
Balance at April 1, 2016	$ 170,716
Currency translation	(2,203)
Balance at December 31, 2016	168,513
Gross Carrying Amount	136,895	$ 137,687
Accumulated Amortization	(19,893)	(15,558)
Net	117,002	122,129
Indefinite-Lived Trademarks	28,915	29,006
Trademark
Goodwill [Roll Forward]
Gross Carrying Amount	5,086	5,467
Accumulated Amortization	(2,497)	(2,431)
Net	2,589	3,036
Indefinite-lived Intangible Assets [Member]
Goodwill [Roll Forward]
Accumulated Amortization	0	0
Customer relationships
Goodwill [Roll Forward]
Gross Carrying Amount	57,399	58,535
Accumulated Amortization	(12,756)	(10,688)
Net	44,643	47,847
Unpatented Technology [Member]
Goodwill [Roll Forward]
Gross Carrying Amount	43,911	43,198
Accumulated Amortization	(3,910)	(1,873)
Net	40,001	41,325
Other
Goodwill [Roll Forward]
Gross Carrying Amount	1,584	1,481
Accumulated Amortization	(730)	(566)
Net	$ 854	$ 915

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Derivative Instruments (Narratives) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Foreign Exchange Option [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount	$ 215,000,000		$ 215,000,000
Unrealized Gain on Foreign Currency Derivatives, before Tax	1,826,000
Reclassify Next Year [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments in Hedges, at Fair Value, Net	2,000		2,000
Derivatives Not Designated as Hedging Instruments | Loans [Member]
Derivatives, Fair Value [Line Items]
Notional amount of foreign currency derivatives	$ 2,272,000		2,272,000
Designated as Hedging Instrument | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net		$ 144,000	227,000	$ 215,000
Derivative Instruments, Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	130
Derivative Liability, Notional Amount	$ 17,000		17,000
Designated as Hedging Instrument | Commodity Contract
Derivatives, Fair Value [Line Items]
Derivative Liability, Notional Amount	11,945,000		11,945,000
Designated as Hedging Instrument | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net		$ 373,000		$ (514,000)
Derivative, Notional Amount	$ 141,000,000		$ 141,000,000
Cost of products sold | Designated as Hedging Instrument | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative Instruments, Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	-6	-4	101	33
Cost of products sold | Designated as Hedging Instrument | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ 810,000		$ 577,000
Foreign currency exchange gain/loss | Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (1,847,000)	$ 31,000	$ (1,951,000)	$ 76,000
Interest Expense [Member] | Designated as Hedging Instrument | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	-238	-281	-913	-882

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Derivative Instruments (Pretax effect of derivative instruments on the condensed consolidated statement of operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016
Designated as Hedging Instrument | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net		$ 144	$ 227	$ 215
Derivative Instruments, Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	130
Designated as Hedging Instrument | Foreign exchange contracts | Cost of products sold
Derivatives, Fair Value [Line Items]
Derivative Instruments, Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	-6	-4	101	33
Designated as Hedging Instrument | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net		$ 373		$ (514)
Designated as Hedging Instrument | Interest Rate Swap [Member] | Cost of products sold
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ 810		$ 577
Designated as Hedging Instrument | Interest Rate Swap [Member] | Interest Expense [Member]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Income Statement Location of Gain (Loss) Reclassified from Accumulated OCI	-238	-281	-913	-882
Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts | Foreign currency exchange gain/loss
Derivatives, Fair Value [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (1,847)	$ 31	$ (1,951)	$ 76
Prepaid expenses and other | Designated as Hedging Instrument | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	258		258		$ 200
Prepaid expenses and other | Designated as Hedging Instrument | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	228		228		0
Prepaid expenses and other | Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	$ 11		$ 11		$ 96

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Derivative Instruments (Derivative instruments in the condensed consolidated balance sheet) (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Mar. 31, 2016
Designated as Hedging Instrument | Foreign exchange contracts | Prepaid expenses and other
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	$ 258	$ 200
Designated as Hedging Instrument | Foreign exchange contracts | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	(167)	(420)
Designated as Hedging Instrument | Interest Rate Swap [Member] | Prepaid expenses and other
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	228	0
Designated as Hedging Instrument | Interest Rate Swap [Member] | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	0	(1,129)
Designated as Hedging Instrument | Interest Rate Swap [Member] | Other Noncurrent Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	(15)	(1,082)
Designated as Hedging Instrument | Interest Rate Swap [Member] | Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	3
Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts | Prepaid expenses and other
Derivatives, Fair Value [Line Items]
Derivative assets, fair value	11	96
Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts | Accrued Liabilities
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	(46)	$ (7)
Derivatives Not Designated as Hedging Instruments | Foreign Exchange Option [Member] | Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative liability, fair value	$ 4,544

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Debt (Narratives) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016	Jan. 23, 2015
Line of Credit Facility [Line Items]
Income tax expense as a percentage of income from continuing operations	67.00%	14.00%	36.00%	40.00%
Line of Credit Facility, Maximum Borrowing Capacity	$ 75,000,000		$ 75,000,000
Unused portion of the New Revolving Credit Facility	89,476,000		89,476,000
Outstanding borrowings	131,500,000		131,500,000
Outstanding letters of credit	4,024,000		4,024,000
Fees and other costs paid to execute New Revolving Credit Facility	156,000		156,000
Debt Instrument, Unamortized Discount	$ 558,000		$ 558,000
Stated interest rate percentage	7.875%		7.875%
Proceeds from Lines of Credit	$ 195,000,000
Repayments of Lines of Credit	63,500,000		$ 23,500,000	$ (164,057,000)
Current portion of long term debt	13,051,000		13,051,000		$ 43,246,000
Deferred Costs	1,574,000		1,574,000
Accumulated Amortization, Deferred Finance Costs	603,000		603,000		367,000
Unsecured credit lines	4,419,000		4,419,000
Amount drawn on unsecured credit lines			0
Credit line availability	688,000		688,000		1,590,000
Long-term Debt and Capital Lease Obligations, Current	551,000		551,000
Magnetek [Member]
Line of Credit Facility [Line Items]
Proceeds from Lines of Credit	188,900,000
ASU 2015_03 Retrospective Reclass [Member]
Line of Credit Facility [Line Items]
Fees and other costs paid to execute New Revolving Credit Facility					$ 193,000
Financial Standby Letter of Credit
Line of Credit Facility [Line Items]
Outstanding letters of credit	147,000		147,000
Standby Letters of Credit
Line of Credit Facility [Line Items]
Outstanding letters of credit	3,877,000		3,877,000
Minimum [Member]
Line of Credit Facility [Line Items]
Maximum availability under New Revolving Credit Facility	150,000,000		150,000,000
Maximum [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	225,000,000		225,000,000
Bank Loan Obligations [Member]
Line of Credit Facility [Line Items]
Carrying amount of the Company's revolving credit facility	125,000,000		125,000,000
Long-term Debt [Member]
Line of Credit Facility [Line Items]
New Senior Subordinated note issued	124,442,000		124,442,000			$ 103,125,000
Debt Instrument, Annual Principal Payment	3,125,000		3,125,000
Repayments of Lines of Credit			9,375,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Debt Instrument, Unamortized Discount	943,000		943,000
New Revolving Credit Facility | Unsecured Lines of Credit
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	10,048,000		10,048,000
Outstanding borrowings	$ 3,711,000		$ 3,711,000

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Net Periodic Benefit Cost (Narratives) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Planned contributions to pension plans in fiscal 2017			$ 5,897,000
Defined Benefit Plan, Curtailments		$ 247,000
Magnetek [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension Expense	$ 537,000		$ 1,750,000

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Net Periodic Benefit Cost (Components of net periodic pension cost and net periodic postretirement benefit cost) (Details) - USD ($)	3 Months Ended			9 Months Ended
	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Curtailments		$ 247,000
Pension Plans, Defined Benefiit
Defined Benefit Plan Disclosure [Line Items]
Service costs	$ 308,000		$ 615,000	$ 1,209,000	$ 1,645,000
Interest cost	4,111,000		4,200,000	12,343,000	9,692,000
Expected return on plan assets	(5,604,000)		(5,848,000)	(16,841,000)	(13,925,000)
Net amortization	735,000		867,000	2,325,000	2,687,000
Defined Benefit Plan, Curtailments	0		0	247,000	0
Net periodic pension (benefit) cost	(450,000)		(166,000)	(717,000)	99,000
Other Postretirement Benefit Plans, Defined Benefit
Defined Benefit Plan Disclosure [Line Items]
Interest cost	31,000		40,000	114,000	142,000
Net periodic pension (benefit) cost	12,000		42,000	114,000	209,000
Amortization of plan net losses	$ (19,000)		$ 2,000	$ 0	$ 67,000

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Earnings Per Share (Narratives) (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016	Jan. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		274,000	285,000	554,000	114,000
Shares of stock were issued upon the exercising of stock option				22,987	16,033
Number of shares of restricted stock vested and were issued						87,000
Common Stock, Dividends, Per Share, Declared		$ 0.04	$ 0.04	$ 0.08	$ 0.08
Dividends		$ (810,000)	$ (804,000)	$ (1,618,000)	$ (1,608,000)
2016 LTIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares of common stock available for grant		2,000,000		2,000,000
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount				119,000
STAHL [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned							$ 50,000,000
STAHL [Member] | STAHL [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned							$ 47,200,000
Dividend Paid [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends	$ 900,000.00

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Earnings Per Share (Computation of basic and diluted earnings per share) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Numerator for basic and diluted earnings per share:
Net income	$ 505	$ 7,227	$ 13,722	$ 13,690
Business Acquisition, Pro Forma Net Income (Loss)		$ 7,911	$ 13,722	$ 16,514
Denominators:
Average basic shares outstanding	20,239,000	20,104,000	20,192,000	20,071,000
Effect of dilutive employee stock options and other share-based awards	$ 251	$ 191	$ 208	$ 228
Average diluted shares outstanding	20,490,000	20,295,000	20,400,000	20,299,000

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Loss Contingencies (Narratives) (Details) - USD ($)		9 Months Ended
	Aug. 02, 2012	Dec. 31, 2016	Dec. 31, 2015
Loss Contingencies [Line Items]
Loss Contingency Accrual		$ 13,542,000	$ 14,535,000
Estimation of asbestos-related aggregate liability that is probable and estimable		6,178,000
Asbestos liability payments		$ 2,000,000
Loss settlement gross period		12 months
Estimation of product-related aggregate liability		$ 6,243,000
Loss Contingency Alleged Taxes Owed	$ 7,000,000	2,000,000
Loss Contingency Alleged Taxes Owed Including Penalties And Interest	$ 2,900,000	2,700,000
Environmental Expense and Liabilities		644,000
Accrual for Environmental Loss Contingencies		$ 323,000
Minimum [Member]
Loss Contingencies [Line Items]
Loss contingency period		37 years
Estimation of asbestos-related aggregate liability that is probable and estimable		$ 4,700,000
Maximum [Member]
Loss Contingencies [Line Items]
Estimation of asbestos-related aggregate liability that is probable and estimable		7,400,000
Magnetek [Member]
Loss Contingencies [Line Items]
Estimation of asbestos-related aggregate liability that is probable and estimable		$ 1,121,000

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Income Taxes (Narratives) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2017
Income Tax [Line Items]
Income tax expense as a percentage of income from continuing operations	67.00%	14.00%	36.00%	40.00%
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount		$ 14
Current Income Tax Expense (Benefit)		$ 1,150,000
Minimum [Member] | Scenario, Forecast [Member]
Income Tax [Line Items]
Income tax expense as a percentage of income from continuing operations					31.00%
Maximum [Member] | Scenario, Forecast [Member]
Income Tax [Line Items]
Income tax expense as a percentage of income from continuing operations					36.00%
STAHL [Member]
Income Tax [Line Items]
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs	$ 3,140,000		$ 3,140,000
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount	$ 29		$ 2

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Changes in Other Comprehensive Loss (Narrative) (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
		Dec. 31, 2016	Dec. 31, 2016
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Beginning balance net of tax		$ (97,017)	$ (94,747)
Other comprehensive income (loss) before reclassification		(8,349)	(12,320)
Amounts reclassified from other comprehensive loss		708	2,409
Net current period other comprehensive income (loss)		(7,641)	(9,911)
Ending balance net of tax		(104,658)	(104,658)
Accumulated Net Unrealized Investment Gain (Loss) [Member]
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Beginning balance net of tax		734	626
Other comprehensive income (loss) before reclassification		(147)	35
Amounts reclassified from other comprehensive loss		(1)	(75)
Net current period other comprehensive income (loss)		(148)	(40)
Ending balance net of tax		586	586
Retirement Obligations
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Beginning balance net of tax		(72,617)	(72,824)
Other comprehensive income (loss) before reclassification		(337)	(1,337)
Amounts reclassified from other comprehensive loss		465	1,672
Net current period other comprehensive income (loss)		128	335
Ending balance net of tax		(72,489)	(72,489)
Foreign currency exchange gain/loss
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Beginning balance net of tax		(24,002)	(20,985)
Other comprehensive income (loss) before reclassification		(8,805)	(11,822)
Net current period other comprehensive income (loss)		(8,805)	(11,822)
Ending balance net of tax		(32,807)	(32,807)
Change in Derivatives Qualifying as Hedges
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Beginning balance net of tax		(1,132)	(1,564)
Other comprehensive income (loss) before reclassification		940	804
Amounts reclassified from other comprehensive loss		375	1,249
Net current period other comprehensive income (loss)		1,184	1,616
Ending balance net of tax		52	52
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax		244	812
Investment income | Accumulated Net Unrealized Investment Gain (Loss) [Member]
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss		(1)	(116)
Tax expense | Accumulated Net Unrealized Investment Gain (Loss) [Member]
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss		0	41
Tax expense | Retirement Obligations
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss		(251)	(900)
Tax expense | Change in Derivatives Qualifying as Hedges
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss		(131)	(437)
Cost of products sold | Retirement Obligations
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss	[1]	716	2,572
Cost of products sold | Change in Derivatives Qualifying as Hedges
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss		9	(155)
Interest Expense [Member] | Change in Derivatives Qualifying as Hedges
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Amounts reclassified from other comprehensive loss		$ 366	$ 1,404

[1] These AOCL components are included in the computation of net periodic pension cost. (See Note 9 — Net Periodic Benefit Cost for additional details.)

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Subsequent Events (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Dividend Paid [Member]
Subsequent Event [Line Items]
Dividends	$ 900,000.00