v3.26.1
Acquisitions, Divestitures, & Disposals
12 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions, Divestitures, & Disposals Acquisitions, Divestitures, & Disposals
Acquisitions

On February 3, 2026, the Company completed its acquisition and acquired 100% of the equity of ("Kito Crosby") from funds associated with the global investment firm Kohlberg Kravis Roberts & Co. (“KKR”) in an all-cash transaction valued at $2,811,907,000. Kito Crosby is a global leader in lifting solutions with multiple manufacturing assembly plants and more than 4,000 employees serving over 50 countries. The Kito Crosby acquisition expands the Company’s scale in material handling solutions and strengthens its presence in attractive verticals and target geographies. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.
The results of Kito Crosby included in the Company’s consolidated financial statements from the date of acquisition are Net sales and Loss from operations of $188,089,000 and $21,500,000 for the period from February 3, 2026 through March 31, 2026, respectively. Kito Crosby’s loss from operations for the period includes acquisition-related inventory amortization of $36,798,000, which has been included in Cost of products sold. The Kito Crosby's results also include $1,043,000 of integration-related costs, of which $90,000 has been recorded as part of Cost of products sold, $58,000 as a part of Selling expenses and $895,000 in General and administrative expenses.

Including the costs above, the Company incurred acquisition integration and deal expenses in the amount of $65,650,000 for the period ended March 31, 2026, in the Consolidated Statement of Operations, of which $194,000 has been recorded as part of Cost of products sold, $74,000 as part of Selling expenses and $65,382,000 as part of General and administrative expenses.

The Company funded the Kito Crosby acquisition through borrowings of $900,000,000 in senior secured bonds, $1,650,000,000 in financing from a Term Loan B, and $800,000,000 of Series A Cumulative Convertible Participating Preferred Shares of the Company, par value $1.00 per share (the “Preferred Shares”) to CD&R XII Keystone Holdings, L.P., a Cayman Islands exempted limited partnership (the “CD&R Investor”). Additionally the Company refinanced its prior revolving credit facility increasing it to $500,000,000, of which $25,000,000 was outstanding as of March 31, 2026. Refer to Note 12 for additional information regarding the Company's debt. Terms of the Preferred Shares include a 7% coupon, payable in cash or payment-in-kind at the Company’s option, and a conversion price of $37.68, resulting in CD&R as-converted ownership of approximately 43% of the Company following completion of the transaction. The CD&R Investor has agreed to a customary lock-up on its shares.

The Company has applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition with the excess of consideration over the fair value of net assets acquired recorded as goodwill. The purchase price for the Kito Crosby acquisition has been preliminarily allocated to the assets acquired and liabilities assumed as of the acquisition date. In determining the fair value of amounts related to the Kito Crosby acquisition, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued. The estimation of fair value required judgment related to projected revenue growth rates, EBITDA margins, discount rates, customer attrition rates, market comparisons and other factors. The Company is in the process of evaluating the preliminary purchase price allocation for the Kito Crosby Acquisition, including the valuation of identifiable intangible assets, goodwill, property, plant and equipment, tangible assets acquired, right-of-use lease assets and lease liabilities, asbestos and product liability obligations, and income taxes. The Company has estimated the preliminary fair values of assets acquired and liabilities assumed based on information currently available and will continue to adjust all of those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period. The excess consideration of $931,874,000 has been preliminarily recorded as goodwill for the Kito Crosby reporting unit. The identifiable intangible assets acquired include customer relationships of $1,171,100,000, of which $1,100,200,000 relates to channel partner relationships, and trade names of $118,900,000. The weighted average life of the acquired identifiable intangible assets subject to amortization was estimated at 12.8 years at the time of acquisition. Goodwill generated as a result of the Kito Crosby Acquisition is not expected to be deductible for tax purposes.

The preliminary assignment of purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):

Cash$184,307 
Working capital355,919 
Property, plant, and equipment, net329,619 
Intangible assets1,290,000 
Other assets81,152 
Other non current liabilities(360,964)
Goodwill931,874 
Total$2,811,907 

See Note 5 for assumptions used in determining the fair values of the intangible assets acquired.

Divestiture of U.S. Power Chain Hoist and Chain Manufacturing Operations
On January 14, 2026, the Company entered into an equity purchase agreement (the “Divestiture Agreement”) with Star Hoist Intermediate, LLC (“Star Hoist”), whereby the Company agreed to sell its U.S. power chain hoist and chain manufacturing operations based out of facilities located in Damascus, Virginia and Lexington, Tennessee and certain other assets (the “Divestiture Business”) to Star Hoist (the “Divestiture”).

The Divestiture was completed on March 4, 2026, pursuant to the terms of the Divestiture Agreement. The disposal group primarily included major classes of assets and liabilities, including property, plant and equipment, inventory, and related liabilities. Immediately prior to the completion of the Divestiture, the carrying amounts of these assets and liabilities were approximately $35,211,000 and $5,792,000, respectively, excluding an allocation of $51,252,000 of Rest of Products reporting unit goodwill to the Divestiture Business, and such assets and liabilities were derecognized upon closing.

In assessing the amount of goodwill to allocate to the Divestiture, the Company determined the fair value of the Rest of Products reporting unit and the relative fair value of the Divestiture to the fair value of the Rest of Products reporting unit. The fair value for the Company’s Rest of Products reporting unit cannot be determined using readily available quoted Level 1 inputs or Level 2 inputs that are observable in active markets. Therefore, the Company used a weighted discounted cash flow and market-based valuation model to estimate the fair value using Level 3 inputs. The Company used significant estimates and judgmental factors. The key estimates and factors used in the discounted cash flow valuation include revenue growth rates, EBITDA margins, terminal growth rates, and cash flows based on internal forecasts and the discount rate.

The Divestiture did not have a material adverse effect on the Company’s financial position. The Company recorded a pre-tax gain on sale of approximately $103,306,000 during the twelve months ended March 31, 2026 and reflected the related cash proceeds of approximately $183,976,000, net of customary closing adjustments and deal costs during the period. No impairment related to the Divestiture Business was recognized through March 31, 2026.

The Company evaluated whether the Divestiture represented a strategic shift that has (or will have) a major effect on its operations and financial results for purposes of discontinued operations accounting under ASC 205-20 and concluded that the Divestiture did not qualify for presentation as discontinued operations. Accordingly, the results of the Divestiture Business are presented within continuing operations and the related gain on sale is presented within Net gain on sales of businesses in the Consolidated Statements of Operations, and the related cash proceeds are presented within investing activities in the Consolidated Statements of Cash Flows. In connection with the Divestiture, the Company entered into transition services arrangements with Star Hoist under which the Company will provide services for a period of up to six months with an option for extension; the Company evaluated these arrangements, including any continuing involvement, and concluded they were not material to the Company.

The following unaudited pro forma financial information presents the combined results of operations as if the acquisition of Kito Crosby and Divestiture had occurred as of April 1, 2024. 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 acquisition of Kito Crosby occurred as of April 1, 2024 and are not necessarily indicative of future results of the combined companies (in thousands):

March 31,
20262025
Net sales$2,035,000 $1,911,000 
Net (loss) $(292,000)$(366,000)

Fiscal 2026 and fiscal 2025 net loss presented above includes deal related costs, inventory "step up" amortization expenses, goodwill impairment costs and debt refinancing costs which would not be expected to recur in future periods.

Disposals

On July 31, 2024, the Company announced that it would relocate its North American linear motion operations from Charlotte, North Carolina ("Charlotte Manufacturing Operations") to its manufacturing facility in Monterrey, Mexico. The Company recorded $3,567,000 in fixed asset impairment costs and inventory obsolescence, $3,268,000 in Right-of-Use lease asset impairment costs and $1,093,000 in employee related severance and retention costs during the twelve months ended March 31,
2025, in the Consolidated Statements of Operations. In total, $7,855,000 of these costs were included in Cost of products sold, $22,000 were included in Selling expenses, and $51,000 were included in General and administrative expenses.

During the fourth quarter of fiscal 2025, the Company announced that it would be relocating one of its Precision Conveyance factories in the U.S. into its manufacturing facility in Hartland, Wisconsin. Further, the Company will also be consolidating its Latin American Precision Conveyance Business into its manufacturing facilities in both Hartland, Wisconsin and Monterrey, Mexico. The Company recorded $2,115,000 in fixed asset impairment costs and inventory obsolescence, $643,000 in Right of Use lease asset impairment costs, $1,069,000 in employee related severance and retention costs, and $544,000 for a reserve on other current assets during the twelve months ended March 31, 2025, in the Consolidated Statements of Operations. In total, $3,534,000 of these costs were included in Cost of products sold, $213,000 were included in Selling expenses, and $624,000 were included in General and administrative expenses.

During the third quarter of 2026, the Company sold two of its previously closed manufacturing facilities in Mexico and Germany. The Company received a cash payment in the amount of $2,155,000 for the German facility, and a cash payment in the amount of $1,102,000 for the sale of the Mexican facility. During the twelve months ended March 31, 2026, the sale of these manufacturing facilities resulted in a gain of $913,000, net of direct sale expenses and is recorded in Cost of products sold.