UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT 1934

For the quarterly period ended December 31, 2006

                                       or

[ ] 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            (I.R.S. Employer Identification No.)
  incorporation or organization)

    140 JOHN JAMES AUDUBON PARKWAY, AMHERST, NY                  14228-1197
--------------------------------------------------------------------------------
     (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. : [X] Yes [ ] No

Indicate by checkmark  whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Act.

 Large accelerated filer [ ]   Accelerated filer [X]   Non-accelerated filer [ ]

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

The number of shares of common  stock  outstanding  as of January  31, 2007 was:
18,818,437 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                DECEMBER 31, 2006


                                                                          PAGE #
PART I.  FINANCIAL INFORMATION                                            ------

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              December 31, 2006 and March 31, 2006                             2

           Condensed consolidated statements of operations
              and retained earnings - Three months and nine
              months ended December 31, 2006 and January 1, 2006               3

           Condensed consolidated statements of cash flows -
              Nine months ended December 31, 2006 and January 1, 2006          4

           Condensed consolidated statements of comprehensive income -
              Three months and nine months ended December 31, 2006
              and January 1, 2006                                              5

           Notes to condensed consolidated financial statements -
              December 31, 2006                                                6

Item 2.    Management's Discussion and Analysis of Results of Operations
              and Financial Condition                                         16

Item 3.    Quantitative and Qualitative Disclosures About Market Risk         22

Item 4.    Controls and Procedures                                            22

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                          23

Item 1A.   Risk Factors                                                       23

Item 2.    Unregistered Sales of Equity Securities
              and Use of Proceeds - none.                                     23

Item 3.    Defaults upon Senior Securities - none.                            23

Item 4.    Submission of Matters to a Vote of Security Holders - none.        23

Item 5.    Other Information - none.                                          23

Item 6.    Exhibits                                                           23


                                     - 1 -
<PAGE>



PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                DECEMBER 31,        MARCH 31,
                                                    2006              2006
                                                 ----------        ----------
                                                 (UNAUDITED)
ASSETS:                                                 (IN THOUSANDS)
Current assets:
      Cash and cash equivalents                  $   32,125        $   45,598
      Trade accounts receivable                      91,612            95,726
      Unbilled revenues                              14,363            12,061
      Inventories                                    86,314            74,845
      Prepaid expenses                               17,270            15,676
                                                 ----------        ----------
Total current assets                                241,684           243,906
Property, plant, and equipment, net                  55,210            55,132
Goodwill and other intangibles, net                 188,000           187,327
Marketable securities                                27,873            27,596
Deferred taxes on income                             33,539            46,065
Other assets                                          5,283             6,018
                                                 ----------        ----------
Total assets                                     $  551,589        $  566,044
                                                 ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                     $    8,723        $    5,798
      Trade accounts payable                         38,329            39,311
      Accrued liabilities                            57,151            61,264
      Restructuring reserve                             447               793
      Current portion of long-term debt                 194               127
                                                 ----------        ----------
Total current liabilities                           104,844           107,293
Senior debt, less current portion                    28,330            67,841
Subordinated debt                                   136,000           136,000
Other non-current liabilities                        49,609            50,489
                                                 ----------        ----------
Total liabilities                                   318,783           361,623
                                                 ----------        ----------
Shareholders' equity
      Common stock                                      188               185
      Additional paid-in capital                    173,595           170,081
      Retained earnings                              74,164            51,152
      ESOP debt guarantee                            (3,558)           (3,996)
      Unearned restricted stock                           -               (22)
      Accumulated other comprehensive loss          (11,583)          (12,979)
                                                 ----------        ----------
Total shareholders' equity                          232,806           204,421
                                                 ----------        ----------
Total liabilities and shareholders' equity       $  551,589        $  566,044
                                                 ==========        ==========

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (UNAUDITED)



                                                      THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                      ------------------                  -----------------
                                                  DECEMBER 31,      JANUARY 1,       DECEMBER 31,       JANUARY 1,
                                                      2006             2006              2006             2006
                                                      ----             ----              ----             ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                               <C>              <C>               <C>               <C>
Net sales                                         $   142,044      $   133,322       $   432,963       $   408,911
Cost of products sold                                 103,421           98,391           313,040           302,279
                                                  -----------      -----------       -----------       -----------
Gross profit                                           38,623           34,931           119,923           106,632
                                                  -----------      -----------       -----------       -----------

Selling expenses                                       14,989           13,281            45,095            40,019
General and administrative expenses                     8,566            8,392            26,195            25,106
Restructuring charges                                     128               83              (278)              320
Amortization of intangibles                                44               61               131               184
                                                  -----------      -----------       -----------       -----------
                                                       23,727           21,817            71,143            65,629
                                                  -----------      -----------       -----------       -----------

Income from operations                                 14,896           13,114            48,780            41,003
Interest and debt expense                               4,034            6,268            12,722            19,617
Cost of bond redemptions                                  359            4,950             4,942             8,279
Investment income                                      (3,774)            (364)           (4,560)           (1,629)
Other income                                             (151)            (409)           (1,444)           (1,398)
                                                  -----------      -----------       -----------       -----------
Income before income tax expense                       14,428            2,669            37,120            16,134
Income tax expense                                      5,510            1,471            14,673             4,779
                                                  -----------      -----------       -----------       -----------
Income from continuing operations                       8,918            1,198            22,447            11,355
Income from discontinued operations (net of tax)          208              215               565               643
                                                  -----------      -----------       -----------       -----------
Net income                                              9,126            1,413            23,012            11,998
Retained earnings
   (accumulated deficit) - beginning of period         65,038            1,941            51,152            (8,644)
                                                  -----------      -----------       -----------       -----------
Retained earnings - end of period                 $    74,164      $     3,354       $    74,164       $     3,354
                                                  ===========      ===========       ===========       ===========

Basic income per share:
   Income from continuing operations              $      0.48      $      0.08       $      1.21       $      0.74
   Income from discontinued operations                   0.01             0.01              0.03              0.04
                                                  -----------      -----------       -----------       -----------
   Net income                                     $      0.49      $      0.09       $      1.24       $      0.78
                                                  ===========      ===========       ===========       ===========

Diluted income per share:
   Income from continuing operations              $      0.47      $      0.07       $      1.19       $      0.71
   Income from discontinued operations                   0.01             0.01              0.03              0.04
                                                  -----------      -----------       -----------       -----------
   Net income                                     $      0.48      $      0.08       $      1.22       $      0.75
                                                  ===========      ===========       ===========       ===========

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>


                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                       NINE MONTHS ENDED
                                                                                DECEMBER 31,       JANUARY 1,
                                                                                   2006               2006
                                                                                -----------       -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Income from continuing operations                                               $   22,447        $   11,355
Adjustments to reconcile income from
   continuing operations to net cash
   provided by operating activities:
     Depreciation and amortization                                                   6,306             6,809
     Deferred income taxes                                                          12,526             1,769
     Gain on sale of real estate/investments                                        (4,745)           (1,794)
     Loss on early retirement of bonds                                               4,069             6,432
     Stock compensation expense                                                      1,040                 -
     Amortization/write-off of deferred financing costs                              1,385             2,786
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                           4,178             2,658
           Inventories                                                             (10,890)            2,139
           Prepaid expenses                                                         (1,564)              321
           Other assets                                                               (297)             (197)
           Trade accounts payable                                                   (2,033)            2,141
           Accrued and non-current liabilities                                      (5,192)            4,090
                                                                                ----------        ----------
Net cash provided by operating activities                                           27,230            38,509
                                                                                ----------        ----------

INVESTING ACTIVITIES:
Proceeds from sale of marketable securities                                         22,077            13,295
Purchases of marketable securities                                                 (20,025)          (13,205)
Capital expenditures                                                                (6,825)           (4,738)
Proceeds from sale of facilities and surplus real estate                             2,051             2,091
Proceeds from discontinued operations note receivable - revised                        565               643
                                                                                ----------        ----------
Net cash used by investing activities                                               (2,157)           (1,914)
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock/options exercised                             2,334            59,944
Net borrowings (payments) under revolving
     line-of-credit agreements                                                       2,294            (1,417)
Repayment of debt                                                                  (43,668)         (196,881)
Proceeds from issuance of long-term debt                                                 -           136,000
Deferred financing costs incurred                                                     (456)           (2,357)
Other                                                                                  438               446
                                                                                ----------        ----------
Net cash used by financing activities                                              (39,058)           (4,265)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                512               (21)
                                                                                ----------        ----------
Net change in cash and cash equivalents                                            (13,473)           32,309
Cash and cash equivalents at beginning of period                                    45,598             9,479
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $   32,125        $   41,788
                                                                                ==========        ==========

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>


                                     - 4 -
<PAGE>

<TABLE>
<CAPTION>


                          COLUMBUS MCKINNON CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

                                                           THREE MONTHS ENDED               NINE MONTHS ENDED
                                                           ------------------               -----------------
                                                      DECEMBER 31,     JANUARY 1,      DECEMBER 31,      JANUARY 1,
                                                          2006            2006             2006             2006
                                                          ----            ----             ----             ----
                                                                              (IN THOUSANDS)

<S>                                                   <C>             <C>              <C>              <C>
Net income                                            $    9,126      $    1,413       $   23,012       $   11,998
Other comprehensive income (loss), net of tax:
   Foreign currency translation adjustments                  425            (818)           3,081           (2,792)
   Unrealized (loss) gain on investments:
     Unrealized holding gains arising
       during the period                                   1,999             260            2,328            1,284
     Reclassification adjustment for
       gains included in net income                       (3,544)           (192)          (4,013)          (1,183)
                                                      ----------      ----------       ----------       ----------
                                                          (1,545)             68           (1,685)             101
                                                      ----------      ----------       ----------       ----------
Total other comprehensive income (loss)                   (1,120)           (750)           1,396           (2,691)
                                                      ----------      ----------       ----------       ----------
Comprehensive income                                  $    8,006      $      663       $   24,408       $    9,307
                                                      ==========      ==========       ==========       ==========

</TABLE>

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                     - 5 -
<PAGE>


                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                DECEMBER 31, 2006

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, 2006,  and the results of its  operations  and its cash
flows for the three and  nine-month  periods ended December 31, 2006 and January
1, 2006, have been included.  Results for the period ended December 31, 2006 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended March 31, 2007.  The balance sheet at March 31, 2006 has been derived from
the audited  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, 2006.

The  Company  is a  leading  manufacturer  and  marketer  of  material  handling
products,  systems and services which lift,  secure,  position and move material
ergonomically,  safely, precisely and efficiently.  Key products include hoists,
cranes,  chain and forged attachments.  The Company's material handling products
are  sold,   domestically  and  internationally,   principally  to  third  party
distributors  through  diverse  distribution  channels,  and to a lesser  extent
directly to manufacturers and other end-users. The Company's integrated material
handling  solutions  businesses  deal  primarily  with end  users  and sales are
concentrated,  domestically  and  internationally  (primarily  Europe),  in  the
consumer  products,  manufacturing,  warehousing  and, to a lesser  extent,  the
steel, construction, automotive and other industrial markets.

2.       STOCK BASED COMPENSATION

Effective April 1, 2006, the Company adopted SFAS 123(R), "Share-Based Payment,"
applying  the  modified   prospective   method.   This  Statement  requires  all
equity-based payments to employees,  including grants of employee stock options,
to be recognized in the statement of earnings based on the grant date fair value
of the award. Under the modified  prospective method, the Company is required to
record equity-based  compensation  expense for all awards granted after the date
of  adoption  and  for  the  unvested  portion  of  previously   granted  awards
outstanding as of the date of adoption.  The adoption of SFAS 123(R) resulted in
$174 and $1,040 of non-deductible  incentive stock option expense in the quarter
and nine months  ended  December  31,  2006,  respectively.  Stock  compensation
expense  is  included  in  cost  of  goods  sold,   selling,   and  general  and
administrative  expense.  The Company uses a straight-line method of attributing
the value of  stock-based  compensation  expense,  subject to minimum  levels of
expense, based on vesting.

In November  2005,  the FASB issued FSP No. FAS  123(R)-3,  Transition  Election
Related to Accounting for the Tax Effects of Share-Based  Payment  Awards.  This
FSP provides an elective alternative  simplified method for calculating the pool
of  excess  tax  benefits  available  to  absorb  tax  deficiencies   recognized
subsequent  to the  adoption of SFAS No.  123(R) and  reported in the  Condensed
Consolidated  Statements  of Cash Flows.  Companies may take up to one year from
the effective date of the FSP to evaluate the available transition  alternatives
and make a  one-time  election  as to which  method to  adopt.  The  Company  is
currently in the process of evaluating  the  alternative  methods of calculating
the pool of excess tax benefits.

LONG TERM INCENTIVE PLAN

Effective July 31, 2006, the  shareholders of the Company  approved the adoption
of our Long Term  Incentive  Plan  (LTIP).  The total number of shares of common
stock with respect to which awards may be granted under the plan is 850,000. The
LTIP was  designed as an omnibus  plan and awards may  consist of  non-qualified
stock options,  incentive stock options,  stock appreciation rights,  restricted
stock, restricted stock units, or stock bonuses. A maximum of 600,000 shares may
be awarded as restricted stock, restricted stock units, or stock bonuses.

                                     - 6 -
<PAGE>

During the first nine months of fiscal  2007,  a total of 9,390  shares of stock
and 7,200  restricted  stock units were granted  under the LTIP to the Company's
non-executive  directors  as part of their  annual  compensation.  The  weighted
average fair value grant price of those shares and units was $19.17.

As of December 31, 2006,  there were 833,410 shares  available for future grants
under the Long Term Incentive Plan.

STOCK OPTION PLANS

Existing  prior to the  adoption of the LTIP,  the Company  maintains  two stock
option plans,  a  Non-Qualified  Stock Option Plan  (Non-Qualified  Plan) and an
Incentive  Stock Option Plan (Incentive  Plan).  Under the  Non-Qualified  Plan,
options may be granted to  officers  and other key  employees  of the Company as
well as to  non-employee  directors  and  advisors.  As of December 31, 2006, no
options  have  been  granted  to   non-employees.   Options  granted  under  the
Non-Qualified and Incentive Plans become  exercisable over a four-year period at
the  rate of 25% per  year  commencing  one  year  from  the date of grant at an
exercise  price of not less than  100% of the fair  market  value of the  common
stock on the date of grant. Any option granted under the Non-Qualified  Plan may
be exercised not earlier than one year from the date such option is granted. Any
option  granted under the  Incentive  Plan may be exercised not earlier than one
year and not later than 10 years from the date such option is granted.

FAIR VALUE OF STOCK OPTIONS

The fair value of stock options granted was estimated on the date of grant using
a Black-Scholes  option pricing model.  The  weighted-average  fair value of the
options was $12.93 and $12.13 for options  granted  during the nine months ended
December  31,  2006 and  January  1, 2006,  respectively.  The  following  table
provides the  weighted-average  assumptions  used to value stock options granted
during the nine months ended December 31, 2006 and January 1, 2006:

<TABLE>
<CAPTION>

                                                                 NINE MONTHS ENDED
                                                     DECEMBER 31, 2006        JANUARY 1, 2006
                                                  -----------------------------------------------
Assumptions:
<S>                                                       <C>                     <C>
     Risk-free interest rate....................              4.9 %                   4.5 %
     Dividend yield--Incentive Plan..............             0.0 %                   0.0 %
     Volatility factor..........................              0.593                   0.615
     Expected life--Incentive Plan...............         5.5 years               5.0 years
</TABLE>

To determine expected volatility,  the Company uses historical  volatility based
on daily closing prices of its Common Stock over periods that correlate with the
expected terms of the options granted. The risk-free rate is based on the United
States Treasury yield curve at the time of grant for the appropriate term of the
options  granted.  Expected  dividends  are based on the  Company's  history and
expectation of dividend payouts.  The expected term of stock options is based on
vesting schedules, expected exercise patterns and contractual terms.

STOCK OPTION ACTIVITY

The following table  summarizes  stock option activity  related to the Company's
previously  existing  stock option plans for the nine months ended  December 31,
2006:
<TABLE>
<CAPTION>

                                                                               WEIGHTED-AVERAGE
                                                                                  REMAINING
                                                          WEIGHTED-AVERAGE     CONTRACTUAL LIFE        AGGREGATE
                                            SHARES         EXERCISE PRICE         (IN YEARS)        INTRINSIC VALUE
                                      ------------------------------------------------------------------------------
<S>                                        <C>               <C>                      <C>               <C>
    Outstanding at March 31, 2006....      1,132,118         $   11.28

       Granted.......................         70,000             22.41
       Exercised.....................       (203,093)            10.60
       Cancelled.....................        (27,500)             7.76
                                      ------------------------------------------------------------------------------
    Outstanding at December 31, 2006.        971,525         $   12.32                6.0               $  8,730
                                      ==============================================================================
    Exercisable at December 31, 2006.        552,150         $   13.58                4.5               $  4,230
                                      ==============================================================================

</TABLE>

                                     - 7 -
<PAGE>

We calculated intrinsic value for those options that had an exercise price lower
than the  market  price of our  common  shares  as of  December  31,  2006.  The
aggregate  intrinsic  value of  outstanding  options as of December  31, 2006 is
calculated  as the  difference  between  the  exercise  price of the  underlying
options and the market price of our common  shares for the 866,425  options that
were  in-the-money  at that date. The aggregate  intrinsic  value of exercisable
options as of December  31, 2006 is  calculated  as the  difference  between the
exercise  price of the  underlying  options  and the market  price of our common
shares for the 520,800  exercisable options that were in-the-money at that date.
The Company's  closing stock price was $21.02 as of December 31, 2006. The total
intrinsic  value of stock  options  exercised  during the first  nine  months of
fiscal 2007 was $2,999 ($2,631 for fiscal 2006). As of December 31, 2006,  there
are 129,600  options  available  for future  grants  under the two stock  option
plans.

The fair value of shares that vested  during the nine months ended  December 31,
2006 and January 1, 2006 was $3.65 and $3.75, respectively.

Cash received from option exercises under all share-based  payment  arrangements
for the nine  months  ended  December  31, 2006 was  $2,153.  Proceeds  from the
exercise of stock  options under stock option plans are credited to common stock
at par value and the excess is credited to additional paid-in capital.

As of December 31, 2006,  $1,631 of  unrecognized  compensation  cost related to
non-vested  stock options is expected to be recognized  over a  weighted-average
period of approximately 3 years.

PRO FORMA INFORMATION UNDER SFAS N0. 123 FOR PERIODS PRIOR TO FISCAL 2007

Prior to April 1, 2006,  the Company  accounted for the stock option plans under
the  recognition  and  measurement  principles  of Accounting  Principles  Board
Opinion No. 25,  "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations.  No stock-based employee compensation cost was reflected in net
income,  as all options granted under these plans had an exercise price equal to
the market  value of the  underlying  common  stock on the date of grant and the
number of options granted was fixed.

The  Company's  net income  and  earnings  per share as if the fair value  based
method  had  been  applied  to all  outstanding  and  unvested  awards  for  the
comparable prior year periods is as follows:
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED         NINE MONTHS ENDED
                                                            JANUARY 1, 2006           JANUARY 1, 2006
                                                        ------------------------   ----------------------
<S>                                                             <C>                       <C>
   Net income, as reported                                      $ 1,413                   $ 11,998
   Deduct: Total stock-based employee
      compensation expense determined under
      fair value based method for all awards,
      net of related tax effects                                   (186)                      (765)
                                                        ------------------------   ----------------------
   Net income, pro forma                                        $ 1,227                   $ 11,233
                                                        ========================   ======================

   Basic income per share:
   As reported                                                  $  0.09                   $   0.78
                                                        ========================   ======================
   Pro forma                                                    $  0.07                   $   0.73
                                                        ========================   ======================

   Diluted income per share:
   As reported                                                  $  0.08                   $   0.75
                                                        ========================   ======================
   Pro forma                                                    $  0.07                   $   0.71
                                                        ========================   ======================
</TABLE>

RESTRICTED STOCK

Also  existing  prior to the  adoption  of the LTIP,  the  Company  maintains  a
Restricted   Stock  Plan.   The  Company   charges   compensation   expense  and
shareholders'  equity for the market value of shares ratably over the restricted
period.  Grantees  that remain  continuously  employed  with the Company  become
vested in their  shares five years  after the date of the grant.  As of December
31,  2006,  there were  48,000  shares  available  for future  grants  under the
Restricted Stock Plan.


                                     - 8 -
<PAGE>

During the first nine months of Fiscal 2007, no shares of restricted  stock were
granted.  As of December 31, 2006,  there are 2,000 shares of  restricted  stock
outstanding with a weighted average fair value grant price of $16.25.

3.       INVENTORIES

Inventories consisted of the following:
                                       DECEMBER 31,       MARCH 31,
                                           2006              2006
                                      -------------      -----------
At cost - FIFO basis:
Raw materials.......................   $   50,878        $    41,134
Work-in-process.....................       11,827             12,199
Finished goods......................       37,116             33,424
                                       ----------        -----------
                                           99,821             86,757
LIFO cost less than FIFO cost.......      (13,507)           (11,912)
                                       ----------        -----------
Net inventories.....................   $   86,314        $    74,845
                                       ==========        ===========

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 forces beyond management's control,  interim results are subject
to the final year-end LIFO inventory valuation.

4.       RESTRUCTURING CHARGES

During the first nine-months of fiscal 2007, the Company recorded  restructuring
costs of $132 for  severance and the  maintenance  of  non-operating  facilities
being held for sale which are  expensed  on an as incurred  basis in  accordance
with SFAS No.  146  "Accounting  for  Costs  Associated  with  Exit or  Disposal
Activities."  $128  and $4 of these  costs  are  related  to the  Solutions  and
Products  segments,  respectively.  In the  second  quarter  of  fiscal  2007 we
completed  the  sale of a  previously  closed  facility  which  resulted  in the
reversal of $410 of restructuring charges within the Products segment, including
$216 of gain on the sale of a non-operating  property that had been written down
in previous periods. The liability as of December 31, 2006 consists primarily of
environmental  remediation  costs which were accrued in accordance with SFAS No.
143.

The  following  table  provides  a  reconciliation  of the  activity  related to
restructuring reserves:
<TABLE>
<CAPTION>

                                                      EMPLOYEE          FACILITY          TOTAL
                                                -----------------------------------------------------
<S>                                                 <C>               <C>              <C>
    Reserve at March 31, 2006                       $        59       $       734      $       793
    Restructuring charges                                    57                75              132
    Cash payments                                          (116)             (168)            (284)
    Restructuring charge reversal                             -              (410)            (410)
    Gain on sale of a non-operating facility                  -               216              216
                                                -----------------------------------------------------
    Reserve at December 31, 2006                    $         -       $       447      $       447
                                                =====================================================
</TABLE>

5.       NET PERIODIC BENEFIT COST

The following  table sets forth the components of net periodic  pension cost for
the Company's defined benefit pension plans:
<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                 ------------------                      -----------------
                                            DECEMBER 31,       JANUARY 1,          DECEMBER  31,       JANUARY 1,
                                               2006               2006                2006                2006
                                               ----               ----                ----                ----
<S>                                           <C>                <C>                 <C>                 <C>
      Service costs...................       $ 1,049            $ 1,088             $ 3,147             $ 3,264
      Interest cost...................         1,879              1,737               5,636               5,211
      Expected return on plan assets..        (1,831)            (1,654)             (5,492)             (4,962)
      Net amortization................           623                508               1,869               1,524
                                             -------            -------             -------             -------
      Net periodic pension cost.......       $ 1,720            $ 1,679             $ 5,160             $ 5,037
                                             =======            =======             =======             =======
</TABLE>

                                     - 9 -
<PAGE>

For additional information on the Company's defined benefit pension plans, refer
to  Note 11 in the  consolidated  financial  statements  and  footnotes  thereto
included in the  Company's  annual  report on Form 10-K for the year ended March
31, 2006.

The following  table sets forth the  components  of net periodic  postretirement
benefit cost for the Company's defined benefit postretirement plans:
<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                 ------------------                    -----------------
                                             DECEMBER 31,     JANUARY 1,          DECEMBER 31,     JANUARY 1,
                                                2006             2006                2006             2006
                                                ----             ----                ----             ----
<S>                                            <C>              <C>                 <C>              <C>
      Service costs.....................       $   2            $   4               $   5            $  12
      Interest cost ....................         160              188                 482              564
      Amortization of plan net losses...         100              101                 300              303
                                               -----            -----               -----            -----
      Net periodic postretirement cost..       $ 262            $ 293               $ 787            $ 879
                                               =====            =====               =====            =====
</TABLE>


For  additional  information  on the Company's  defined  benefit  postretirement
benefit plans,  refer to Note 13 in the  consolidated  financial  statements and
footnotes  thereto  included in the Company's annual report on Form 10-K for the
year ended March 31, 2006.

6.       INCOME TAXES

Income tax expense as a percentage of income from continuing  operations  before
income tax expense  was 38.2%,  55.1%,  39.5%,  and 29.6% in the fiscal 2007 and
2006 quarters and the nine-month periods then ended, respectively. The effective
income tax rate in the third  quarter of fiscal 2006 reflects the $4,950 loss on
early  extinguishment  of debt which reduced U.S.  taxable  income,  but did not
affect our tax expense due to the existence of fully  reserved U.S.  Federal net
operating loss carry-forwards. The nine month fiscal 2006 percentage varies from
the U.S.  statutory  rate due to the  utilization of domestic net operating loss
carry-forwards  that had been fully  reserved.  Therefore,  income  tax  expense
primarily resulted from non-U.S.  taxable income and state taxes on U.S. taxable
income.  During the fourth  quarter of fiscal 2006,  as a result of our improved
operating  performance over the past several years, we reevaluated the certainty
as to whether our remaining net operating loss  carryforwards and other deferred
tax assets may ultimately be realized.  As a result of the determination that it
is more  likely than not that nearly all of the  remaining  deferred  tax assets
will be realized, a significant portion of the remaining valuation allowance was
reversed as of March 31, 2006. As of December 31, 2006, we had U.S.  federal net
operating   loss   carry-forwards   of   approximately   $48,400,   representing
approximately $16,900 of cash tax savings in future periods.

7.       EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                        ------------------                  -----------------
                                                   DECEMBER 31,      JANUARY 1,         DECEMBER 31,    JANUARY 1,
                                                       2006             2006                2006           2006
                                                       ----             ----                ----           ----
Numerator for basic and diluted earnings per share:
<S>                                                 <C>               <C>                <C>             <C>
  Net income                                        $  9,126         $  1,413            $ 23,012       $ 11,998
                                                    ========         ========            ========       ========

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS                       18,544           16,611              18,491         15,368

  Effect of dilutive employee stock options
      and awards                                         410              676                 438            538
                                                    --------         --------            --------       --------

  Adjusted weighted-average common stock
      outstanding and assumed conversions -
      denominator for diluted EPS                     18,954           17,287              18,929         15,906
                                                    ========         ========            ========       ========
</TABLE>

                                     - 10 -
<PAGE>

During the third  quarter of fiscal 2006,  the Company  registered an additional
3,350,000  shares of its common  stock which were sold at $20.00 per share.  The
number of shares  offered by the Company was  3,000,000 and 350,000 were offered
by a selling shareholder. The Company did not receive any proceeds from the sale
of shares by the selling shareholder.

8.       BUSINESS SEGMENT INFORMATION

As a result of the way the Company manages the business, its reportable segments
are strategic business units that offer products with different characteristics.
The  most  defining  characteristic  is the  extent  of  customized  engineering
required on a  per-order  basis.  In  addition,  the  segments  serve  different
customer bases through  differing  methods of distribution.  The Company has two
reportable  segments:  Products and Solutions.  The Company's  Products  segment
sells hoists, industrial cranes, chain, attachments, and other material handling
products  principally to third party distributors  through diverse  distribution
channels,  and to a lesser extent directly to end-users.  The Solutions  segment
sells  engineered  material  handling  systems such as conveyors and lift tables
primarily to end-users in the  consumer  products,  manufacturing,  warehousing,
and,  to a  lesser  extent,  the  steel,  construction,  automotive,  and  other
industrial  markets.   Intersegment  sales  are  not  significant.  The  Company
evaluates  performance  based on  operating  income of the  respective  business
units.

Segment  information  as of and for the nine months ended  December 31, 2006 and
January 1, 2006, is as follows:
<TABLE>
<CAPTION>

                                                  NINE MONTHS ENDED DECEMBER 31, 2006
                                                  -----------------------------------
                                             PRODUCTS          SOLUTIONS           TOTAL
                                             --------          ---------           -----
<S>                                        <C>                <C>               <C>
 Sales to external customers.............  $   384,039        $    48,924       $  432,963
 Income from operations..................       49,991             (1,211)          48,780
 Depreciation and amortization...........        5,657                649            6,306
 Total assets............................      515,053             36,536          551,589

                                                   NINE MONTHS ENDED JANUARY 1, 2006
                                                   ---------------------------------
                                             PRODUCTS          SOLUTIONS           TOTAL
                                             --------          ---------           -----
 Sales to external customers.............  $   362,405        $    46,506       $  408,911
 Income from operations..................       39,089              1,914           41,003
 Depreciation and amortization...........        5,893                916            6,809
 Total assets............................      470,108             30,200          500,308
</TABLE>




                                     - 11 -
<PAGE>

9.       SUMMARY FINANCIAL INFORMATION

The  following  information  sets  forth  the  condensed  consolidating  summary
financial  information  of the parent and  guarantors,  which  guarantee the 10%
Senior  Secured  Notes  and  the 8  7/8%  Senior  Subordinated  Notes,  and  the
nonguarantors.  The  guarantors  are wholly owned and the  guarantees  are full,
unconditional, joint and several.
<TABLE>
<CAPTION>

                                                       Parent     Guarantors  Nonguarantors  Eliminations Consolidated
                                                   --------------------------------------------------------------------
AS OF DECEMBER 31, 2006
Current assets:
<S>                                                  <C>          <C>           <C>           <C>          <C>
 Cash and cash equivalents                           $    6,549   $     (486)   $  26,062     $        -   $   32,125
 Trade accounts receivable and unbilled revenues         56,997          233       48,745              -      105,975
 Inventories                                             40,277       20,627       28,185         (2,775)      86,314
 Other current assets                                     5,591        1,411       10,268              -       17,270
                                                   --------------------------------------------------------------------
  Total current assets                                  109,414       21,785      113,260         (2,775)     241,684
 Property, plant, and equipment, net                     23,719       11,440       20,051              -       55,210
 Goodwill and other intangibles, net                     89,835       58,034       40,131              -      188,000
 Intercompany                                            85,316      (85,699)     (74,004)        74,387            -
 Other assets                                            82,595      197,328       26,908       (240,136)      66,695
                                                   --------------------------------------------------------------------
  Total assets                                       $  390,879   $  202,888    $ 126,346     $ (168,524)  $  551,589
                                                   ====================================================================


Current liabilities                                  $   40,891   $   16,987    $  47,875     $     (909)  $  104,844
 Long-term debt, less current portion                   161,132            -        3,198              -      164,330
 Other non-current liabilities                           18,094        8,513       23,002              -       49,609
                                                   --------------------------------------------------------------------
  Total liabilities                                     220,117       25,500       74,075           (909)     318,783

Shareholders' equity                                    170,762      177,388       52,271       (167,615)     232,806
                                                   --------------------------------------------------------------------
  Total liabilities and shareholders' equity         $  390,879   $  202,888    $ 126,346     $ (168,524)  $  551,589
                                                   ====================================================================



FOR THE NINE MONTHS ENDED DECEMBER 31, 2006
Net sales                                            $  208,814   $  125,574    $ 134,320     $  (35,745)  $  432,963
Cost of products sold                                   153,144       94,092      101,139        (35,335)     313,040
                                                   --------------------------------------------------------------------
Gross profit                                             55,670       31,482       33,181           (410)     119,923
                                                   --------------------------------------------------------------------
Selling, general and administrative expenses             31,715       12,650       26,925              -       71,290
Restructuring charges                                      (331)           -           53              -         (278)
Amortization of intangibles                                  79            2           50              -          131
                                                   --------------------------------------------------------------------
                                                         31,463       12,652       27,028              -       71,143
                                                   --------------------------------------------------------------------
Income (loss) from operations                            24,207       18,830        6,153           (410)      48,780
Interest and debt expense                                 9,453        2,975          294              -       12,722
Other (income) and expense, net                           4,591         (407)      (5,246)             -       (1,062)
                                                   --------------------------------------------------------------------
Income (loss) before income tax expense (benefit)        10,163       16,262       11,105           (410)      37,120
Income tax expense (benefit)                              5,264        6,444        3,175           (210)      14,673
                                                   --------------------------------------------------------------------
Income (loss) from continuing operations                  4,899        9,818        7,930           (200)      22,447
Income from discontinued operations                         565            -            -              -          565
                                                   --------------------------------------------------------------------
Net income (loss)                                    $    5,464   $    9,818    $   7,930     $     (200)  $   23,012
                                                   ====================================================================


                                     - 12 -
<PAGE>


                                                       Parent     Guarantors  Nonguarantors  Eliminations Consolidated
                                                   --------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 31, 2006
OPERATING ACTIVITIES:
Net cash provided by operating activities            $   24,998   $    1,424    $     808     $        -   $   27,230
                                                   --------------------------------------------------------------------

INVESTING ACTIVITIES:
Sale of marketable securities, net                            -            -        2,052              -        2,052
Capital expenditures                                     (4,195)        (710)      (1,920)             -       (6,825)
Proceeds from sale of facilities and surplus real
     estate                                               1,655          396            -              -        2,051
Proceeds from discontinued operations note
     receivable                                             565            -            -              -          565
                                                   --------------------------------------------------------------------
Net cash (used) provided by investing activities         (1,975)        (314)         132              -       (2,157)
                                                   --------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from stock options exercised                     2,334            -            -              -        2,334
Net borrowings under revolving line-of-credit
     agreements                                               -            -        2,294              -        2,294
(Repayment) borrowings of debt                          (46,321)           -        2,653              -      (43,668)
Deferred financing costs incurred                          (456)           -            -              -         (456)
Other                                                       438            -            -              -          438
                                                   --------------------------------------------------------------------
Net cash (used) provided by financing activities        (44,005)           -        4,947              -      (39,058)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                       -         (135)         647              -          512
                                                   --------------------------------------------------------------------
Net change in cash and cash equivalents                 (20,982)         975        6,534              -      (13,473)
Cash and cash equivalents at beginning of period         27,531       (1,461)      19,528              -       45,598
                                                   --------------------------------------------------------------------
Cash and cash equivalents at end of period           $    6,549   $     (486)   $  26,062     $        -   $   32,125
                                                   ====================================================================




AS OF MARCH 31, 2006
Current assets:
 Cash and cash equivalents                           $   27,531   $   (1,461)   $  19,528     $        -   $   45,598
 Trade accounts receivable and unbilled revenues         60,808          157       46,822              -      107,787
 Inventories                                             32,708       18,177       26,325         (2,365)      74,845
 Other current assets                                     4,777        1,446        8,903            550       15,676
                                                   --------------------------------------------------------------------
  Total current assets                                  125,824       18,319      101,578         (1,815)     243,906
 Property, plant, and equipment, net                     24,651       11,703       18,778              -       55,132
 Goodwill and other intangibles, net                     89,808       58,036       39,483              -      187,327
 Intercompany                                            92,325      (93,637)     (73,697)        75,009            -
 Other assets                                            96,548      197,328       25,939       (240,136)      79,679
                                                   --------------------------------------------------------------------
  Total assets                                       $  429,156   $  191,749    $ 112,081     $ (166,942)  $  566,044
                                                   ====================================================================


Current liabilities                                  $   48,146   $   15,368    $  43,306     $      473   $  107,293
 Long-term debt, less current portion                   203,384            -          457              -      203,841
 Other non-current liabilities                           16,305        8,676       25,508              -       50,489
                                                   --------------------------------------------------------------------
  Total liabilities                                     267,835       24,044       69,271            473      361,623

Shareholders' equity                                    161,321      167,705       42,810       (167,415)     204,421
                                                   --------------------------------------------------------------------
  Total liabilities and shareholders' equity         $  429,156   $  191,749    $ 112,081     $ (166,942)  $  566,044
                                                   ====================================================================


                                     - 13 -
<PAGE>


                                                       Parent     Guarantors  Nonguarantors  Eliminations Consolidated
                                                   --------------------------------------------------------------------
FOR THE NINE MONTHS ENDED JANUARY 1, 2006
Net sales                                            $  195,700   $  109,735    $ 121,098     $  (17,622)  $  408,911
Cost of products sold                                   146,411       83,126       88,829        (16,087)     302,279
                                                   --------------------------------------------------------------------
Gross profit                                             49,289       26,609       32,269         (1,535)     106,632
Selling, general and administrative expenses             29,767       11,710       23,648              -       65,125
Restructuring charges                                       236            -           84              -          320
Amortization of intangibles                                 132            2           50              -          184
                                                   --------------------------------------------------------------------
                                                         30,135       11,712       23,782              -       65,629
                                                   --------------------------------------------------------------------
Income (loss) from operations                            19,154       14,897        8,487         (1,535)      41,003
Interest and debt expense                                15,867        3,537          213              -       19,617
Other (income) and expense, net                           7,549           24       (2,321)             -        5,252
                                                   --------------------------------------------------------------------
(Loss) income before income tax expense                  (4,262)      11,336       10,595         (1,535)      16,134
Income tax expense                                          590        1,044        3,145              -        4,779
                                                   --------------------------------------------------------------------
(Loss) income from continuing operations                 (4,852)      10,292        7,450         (1,535)      11,355
Income from discontinued operations                         643            -            -              -          643
                                                   --------------------------------------------------------------------
Net (loss) income                                    $   (4,209)  $   10,292    $   7,450     $   (1,535)  $   11,998
                                                   ====================================================================



FOR THE NINE MONTHS ENDED JANUARY 1, 2006
OPERATING ACTIVITIES:
Net cash provided by operating activities            $   16,996   $    9,296    $  12,217     $        -   $   38,509
                                                   --------------------------------------------------------------------

INVESTING ACTIVITIES:
Sale of marketable securities, net                            -            -           90              -           90
Capital expenditures                                     (2,641)        (497)      (1,600)             -       (4,738)
Proceeds from sale of facilities and surplus real
     estate                                                   -          468        1,623              -        2,091
Proceeds from discontinued operations note
     receivable - revised                                   643            -            -              -          643
                                                   --------------------------------------------------------------------
Net cash (used) provided by investing activities         (1,998)         (29)         113              -       (1,914)
                                                   --------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from stock offering/options exercised           59,944            -            -              -       59,944
Net borrowings (payments) under revolving
     line-of-credit agreements                              240            -       (1,657)             -       (1,417)
Repayment of debt                                      (196,706)           -         (175)             -     (196,881)
Proceeds from issuance of long-term debt                136,000            -            -              -      136,000
Deferred financing costs incurred                        (2,357)           -            -              -       (2,357)
Dividends paid                                            9,067       (8,854)        (213)             -            -
Other                                                       446            -            -              -          446
                                                   --------------------------------------------------------------------
Net cash provided (used) by financing activities          6,634       (8,854)      (2,045)             -       (4,265)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                    (230)          12          197              -          (21)
                                                   --------------------------------------------------------------------
Net change in cash and cash equivalents                  21,402          425       10,482              -       32,309
Cash and cash equivalents at beginning of period          1,019         (697)       9,157              -        9,479
                                                   --------------------------------------------------------------------
Cash and cash equivalents at end of period           $   22,421   $     (272)   $  19,639     $        -   $   41,788
                                                   ====================================================================

</TABLE>

                                     - 14 -
<PAGE>

10.      LOSS CONTINGENCIES

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  through March 31, 2025 and March 31, 2037 to range between
$5,000 and $14,000 using actuarial  parameters of continued  claims for a period
of 18 to 30 years. 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 $8,400 which has been reflected as a
liability in the consolidated  financial statements as of December 31, 2006. The
recorded  liability  does not  consider  the impact of any  potential  favorable
federal  legislation  such as the "FAIR Act". This liability may 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  payments  of  approximately  $325  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
after-tax  effect on the  financial  condition of the Company or its  liquidity,
although the net after-tax  effect of any future  liabilities  recorded could be
material to earnings in a future period.

11.      NEW ACCOUNTING STANDARDS

In  June  2006,  the  Financial   Accounting   Standards   Board  (FASB)  issued
Interpretation  No. 48 (FIN 48),  "Accounting  for Uncertainty in Income Taxes".
FIN 48 is an  interpretation  of FASB Statement No. 109  "Accounting  for Income
Taxes" and must be adopted  by the  Company no later than April 1, 2007.  FIN 48
prescribes a comprehensive  model for recognizing,  measuring,  presenting,  and
disclosing in the financial  statements uncertain tax positions that the company
has taken or expect to take in our tax  returns.  The Company is  assessing  the
impact the adoption of FIN 48 will have on the Company's  consolidated financial
position and results of operations.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
(SFAS) No. 157,  "Fair Value  Measurements,"  to define fair value,  establish a
framework  for  measuring  fair  value in  accordance  with  generally  accepted
accounting  principles,  and expand  disclosures about fair value  measurements.
SFAS No. 157 will be effective  for fiscal years  beginning  after  November 15,
2007. The Company is assessing the impact the adoption of SFAS No. 157 will have
on the Company's consolidated financial position and results of operations.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans, an amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (SFAS 158). Among other items,  SFAS 158
requires  recognition  of the  overfunded or  underfunded  status of an entity's
defined  benefit  postretirement  plan as an asset or liability in the financial
statements,  requires the  measurement of defined  benefit  postretirement  plan
assets and obligations as of the end of the employer's fiscal year, and requires
recognition  of the funded  status of defined  benefit  postretirement  plans in
other  comprehensive  income.  SFAS 158 is effective as of the end of the fiscal
year ending after  December 15,  2006.  The Company is assessing  the impact the
adoption  of SFAS No.  158 will  have on the  Company's  consolidated  financial
position and results of operations.


                                     - 15 -
<PAGE>


Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                          (DOLLAR AMOUNTS IN THOUSANDS)

EXECUTIVE OVERVIEW

We are a leading manufacturer and marketer of hoists, cranes, chain,  conveyors,
material  handling  systems,  lift  tables and  component  parts  serving a wide
variety of commercial and industrial end-user markets.  Our products are used to
efficiently and ergonomically  move, lift, position or secure objects and loads.
Our Products segment sells a wide variety of powered and manually  operated wire
rope and chain hoists,  industrial crane systems,  chain, hooks and attachments,
actuators and rotary unions.  Our Solutions segment designs,  manufactures,  and
installs   application-specific   or  standard  material  handling  systems  and
solutions for end-users to improve work station and facility-wide work flow.

Founded  in 1875,  we have grown to our  current  size and  leadership  position
through  organic growth and the  acquisition of 14 businesses  between  February
1994 and April 1999.  We have  developed  our leading  market  position over our
131-year  history  by  emphasizing   technological   innovation,   manufacturing
excellence  and  superior  after-sale  service.  In addition,  the  acquisitions
significantly  broadened  our  product  lines  and  services  and  expanded  our
geographic  reach,  end-user markets and customer base.  Ongoing  integration of
these  businesses  includes  improving our  productivity and extending our sales
activities  to the  European  and Asian  marketplaces.  We are  executing  those
initiatives through our Lean Manufacturing  efforts, new product development and
expanded sales activities.  Shareholder value will be enhanced through continued
emphasis on improvement of the fundamentals including manufacturing  efficiency,
cost  containment,  efficient capital  investment,  market expansion and renewed
customer focus.

We  maintain a strong  domestic  market  share with  significant  leading  North
American  market  positions  in  hoists,  lifting  and sling  chain,  and forged
attachments.  To broaden our product  offering in markets where we have a strong
competitive  position as well as to facilitate  penetration  into new geographic
markets,  we  have  heightened  our new  product  development  activities.  This
includes  the recent  introduction  of powered  hoist lines in  accordance  with
international  standards,  to complement our current  offering of hoist products
designed in accordance with U.S. standards.  To further expand our global sales,
we  are  introducing  certain  of  our  products  that  historically  have  been
distributed  only in North America and also introducing new products through our
existing European distribution network.  Furthermore,  we are working to build a
distribution  network  in China to  capture an  anticipated  growing  demand for
material handling  products as that economy continues to industrialize.  We have
recently   reorganized  our  management  team  to  align  with  these  strategic
initiatives.  These  investments in  international  markets and new products are
part of our focus on our greatest  opportunities  for growth.  Our overall order
growth  rate of  approximately  9% for the first  nine  months  of  fiscal  2007
compared to fiscal 2006 was a combination of increasing  domestic  organic sales
growth and  increasing  global  sales as a result of our  expanding  presence in
emerging and existing international markets. Management monitors U.S. Industrial
Capacity Utilization, which has been increasing since July 2003, as an indicator
of anticipated demand for our product.  In addition,  we continue to monitor the
potential  impact of other global and domestic  trends,  including energy costs,
steel price  fluctuations,  interest rates and activity in a variety of end-user
markets around the globe.

Our  Lean   Manufacturing   efforts   continue  to   fundamentally   change  our
manufacturing  processes to be more  responsive  to customer  demand and improve
on-time  delivery  and  productivity.  From  2001 to  2004  under  our  facility
rationalization  program,  we  closed 13  facilities  and  consolidated  several
product lines,  with potential  opportunity for further  rationalization.  These
activities  are driving our operating  leverage.  In furtherance of our facility
rationalization  projects,  we completed the sale of several  excess  properties
during fiscal 2006 and the first nine months of fiscal 2007,  generating  $4,100
from real estate sales which has been, and will continue to be used to repay our
outstanding debt.

We keep a close watch on the costs for fringe benefits such as health insurance,
workers  compensation  insurance and pension.  Combined,  those benefits cost us
over $35,000 in fiscal 2006 and we work  diligently to balance cost control with
the need to provide  competitive  employee benefits packages for our associates.
Another cost area of focus is steel. We utilize approximately $40,000 to $45,000
of steel annually in a variety of forms including rod, wire, bar, structural and
others. With increases in worldwide demand for steel and fluctuating scrap steel
prices,  we  experienced  fluctuations  in our costs that we  reflected as price
increases to our customers. We will continue to monitor our costs and reevaluate

                                     - 16 -
<PAGE>

our pricing policies.  We continue to operate in a highly  competitive  business
environment  in the markets and  geographies  served.  Our  performance  will be
impacted by our ability to address a variety of challenges and  opportunities in
those markets and geographies, including trends towards increased utilization of
the global  labor force and the  expansion of market  opportunities  in Asia and
other emerging markets.

RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2006 AND JANUARY 1, 2006
Net sales in the fiscal 2007 quarter ended December 31, 2006 were  $142,044,  up
$8,722 or 6.5% from the fiscal 2006 quarter ended January 1, 2006. Net sales for
the nine months ended December 31, 2006 were $432,963, an increase of $24,052 or
5.9% from the nine months ended January 1, 2006.  Sales in the Products  segment
increased by $9,013 or 7.6% from the previous year's quarter and $21,634 or 6.0%
from the previous year's nine-month  period then ended.  These increases are due
to the continued strength of the U.S. and European  industrial  markets, as well
as the impact of price  increases  of $2,000 and $5,400 in the  quarter and nine
months ended December 31, 2006, respectively. Translation of foreign currencies,
particularly the Euro and Canadian dollar,  into U.S. dollars contributed $1,300
and $3,600  toward the  Products  segment  increase in sales for the quarter and
nine-month period ended December 31, 2006, respectively.  Sales in the Solutions
segment  decreased 1.9% or $291 for the quarter and increased 5.2% or $2,418 for
the nine months ended  December 31, 2006 when  compared with the same periods in
the prior year. The quarter's decrease in this segment is due to lower volume in
our European  conveyor  business.  Translation of foreign  currencies  into U.S.
dollars contributed $700 and $800 to the Solutions segment sales for the quarter
and nine-months ended December 31, 2006. Sales in the segments are summarized as
follows:
<TABLE>
<CAPTION>

                                THREE MONTHS ENDED                              NINE MONTHS ENDED
                    ------------------------------------------     -------------------------------------------
                      DEC. 31,      JAN. 1,          CHANGE          DEC. 31,      JAN. 1,          CHANGE
                        2006         2006       AMOUNT      %          2006         2006        AMOUNT      %
                        ----         ----       ------     ---         ----         ----        ------     ---
<S>                 <C>          <C>           <C>        <C>      <C>           <C>          <C>          <C>
Products            $  126,863   $  117,850    $  9,013    7.6     $  384,039    $ 362,405    $  21,634    6.0
Solutions               15,181       15,472        (291)  -1.9         48,924       46,506        2,418    5.2
                    ----------   ----------    --------            ----------    ---------    ---------
Net sales           $  142,044   $  133,322    $  8,722    6.5     $  432,963    $ 408,911    $  24,052    5.9
                    ==========   ==========    ========            ==========    =========    =========
</TABLE>


Gross profits and gross profit  margins by operating  segment are  summarized as
follows:
<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED                             NINE MONTHS ENDED
                             ------------------------------------        ---------------------------------------
                               DEC. 31, 2006       JAN. 1, 2006             DEC. 31, 2006         JAN. 1, 2006
                               -------------       ------------             -------------         ------------
                                  $        %          $        %               $        %            $        %
                                 ---      ---        ---      ---             ---      ---          ---      ---
<S>                          <C>         <C>     <C>         <C>         <C>          <C>      <C>          <C>
Products                     $  37,654   29.7    $  32,142   27.3        $  114,967   29.9     $   99,027   27.3
Solutions                          969    6.4        2,789   18.0             4,956   10.1          7,605   16.4
                             ---------           ---------               ----------            ----------
Total Gross Profit           $  38,623   27.2    $  34,931   26.2        $  119,923   27.7     $  106,632   26.1
                             =========           =========               ==========            ==========
</TABLE>

The increase in the gross profit  margin for the Products  segment is the result
of product mix,  the  realization  of  operational  leverage at increased  sales
volumes and ongoing cost  containment  activities.  The Solutions  segment gross
profit margin was impacted by weak performance at our European conveyor business
as a result of cost overruns on a few specific projects,  a challenging  pricing
environment, and unfavorable sales mix.

Selling expenses were $14,989,  $13,281, $45,095, and $40,019 in the fiscal 2007
and 2006  quarters  and the  nine-month  periods then ended,  respectively.  The
changes in expense dollars were impacted by increased  investment to support our
strategic  growth  initiatives  ($450 and $1,250 for the quarter and  nine-month
period  ended  December  31, 2006,  respectively),  translation  from changes in
foreign  exchange  rates ($100 and $600 for the quarter  and  nine-month  period
ended December 31, 2006, respectively) and increased variable selling costs as a
result of higher  sales  volume.  As a  percentage  of  consolidated  net sales,
selling expenses were 10.6%,  10.0%, 10.4%, and 9.8% in the fiscal 2007 and 2006
quarters and the nine-month periods then ended, respectively.



                                     - 17 -
<PAGE>


General and administrative expenses were $8,566, $8,392, $26,195, and $25,106 in
the  fiscal  2007 and 2006  quarters  and the  nine-month  periods  then  ended,
respectively.  The fiscal 2007 nine-month data is higher than the prior year due
to the result of stock based compensation expense ($600), and increased research
and development  ($460). As a percentage of consolidated net sales,  general and
administrative  expenses were 6.0%,  6.3%,  6.1% and 6.1% in the fiscal 2007 and
2006 quarters and the nine-month periods then ended, respectively.

Restructuring  charges were $128, $83,  ($278),  and $320 in the fiscal 2007 and
2006 quarters and the nine-month periods then ended, respectively.  The reversal
of  restructuring  charges in fiscal 2007 resulted from the sale of a previously
closed  facility and included  $216 of gain on the sale of the property that had
been written down in previous periods.

Amortization  of intangibles was $44, $61, $131, and $184 in the fiscal 2007 and
2006 quarters and the nine-month periods then ended, respectively.

Interest and debt expense was $4,034, $6,268, $12,722, and $19,617 in the fiscal
2007 and 2006  quarters and the  nine-month  periods  then ended,  respectively.
These  decreases  are the  result  of lower  debt  levels.  As a  percentage  of
consolidated net sales,  interest and debt expense was 2.8%, 4.7%, 2.9% and 4.8%
in the fiscal 2007 and 2006  quarters  and the  nine-month  periods  then ended,
respectively.

Cost of bond redemptions was $359, $4,950, $4,942, and $8,279 in the fiscal 2007
and  2006  quarters  and  the  nine-month  periods  then  ended,   respectively,
supporting our debt reduction initiatives.

Investment income was $3,744,  $364,  $4,560,  and $1,629 in the fiscal 2007 and
2006 quarters and the nine-month  periods then ended,  respectively.  The fiscal
2007 quarter and nine month period  includes $3,300 of realized gains on sale of
investments  resulting from the reallocation of our captive insurance  company's
investment portfolio.

Other (income) and expense, net was ($151), ($409), ($1,444) and ($1,398) in the
fiscal  2007  and  2006  quarters  and  the   nine-month   periods  then  ended,
respectively.

Income tax expense as a percentage of income from continuing  operations  before
income tax expense  was 38.2%,  55.1%,  39.5%,  and 29.6% in the fiscal 2007 and
2006 quarters and the nine-month periods then ended, respectively. The effective
income tax rate in the third  quarter of fiscal 2006 reflects the $4,950 loss on
early  extinguishment  of debt which reduced U.S.  taxable  income,  but did not
affect our tax expense due to the existence of fully  reserved U.S.  Federal net
operating loss carry-forwards. The nine month fiscal 2006 percentage varies from
the U.S.  statutory  rate due to the  utilization of domestic net operating loss
carry-forwards  that had been fully  reserved.  Therefore,  income  tax  expense
primarily resulted from non-U.S.  taxable income and state taxes on U.S. taxable
income.  During the fourth  quarter of fiscal 2006,  as a result of our improved
operating  performance over the past several years, we reevaluated the certainty
as to whether our remaining net operating loss  carryforwards and other deferred
tax assets may ultimately be realized.  As a result of the determination that it
is more  likely than not that nearly all of the  remaining  deferred  tax assets
will be realized, a significant portion of the remaining valuation allowance was
reversed as of March 31, 2006. As of December 31, 2006, we had U.S.  federal net
operating   loss   carry-forwards   of   approximately   $48,400,   representing
approximately $16,900 of cash tax savings in future periods.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  totaled $32,125 at December 31, 2006, an increase of
$7,984 from the October 1, 2006 balance of $24,177.

Net cash provided by operating  activities was $27,230 for the nine months ended
December 31, 2006 compared to $38,509 for the nine months ended January 1, 2006.
The  $11,279  decrease  is the  result of an  $11,092  increase  in income  from
continuing  operations which includes a $2,930 increase in investment income and
$3,329  of lower  bond  redemption  costs  relative  to the prior  period.  This
increased  income was offset by  unfavorable  changes in net working  capital of
$26,950,  including  $13,029 of  increased  inventory  (support for upcoming new
product launches, a surge in demand for larger capacity equipment, and timing of
offshore  purchases) and a $13,456  decrease in accounts payable and accrued and

                                     - 18 -
<PAGE>

non-current  liabilities  (timing of disbursements,  decreased product liability
reserves, and decreased variable compensation accruals).

Net cash used in  investing  activities  was  $2,157 for the nine  months  ended
December 31, 2006  compared to $1,914 for the nine months ended January 1, 2006.
The $243 increase in net cash used in investing  activities  was the result of a
$2,087 increase in capital expenditures, offset by a $1,962 increase in proceeds
from the sale of marketable securities.

Net cash used in  financing  activities  was $39,058  for the nine months  ended
December 31, 2006  compared to $4,265 for the nine months ended January 1, 2006.
The net cash used in financing activities for the nine months ended December 31,
2006 consisted of $41,374 of net debt repayments,  partially offset by $2,334 of
proceeds from the issuance of common stock and stock options exercised.  The net
cash used by  financing  activities  for the nine months  ended  January 1, 2006
consisted of $198,298 of net debt  repayments  and $2,357 of deferred  financing
costs incurred in association  with our issuance of the 8 7/8% Notes,  offset by
$136,000 of proceeds  from the issuance of those notes,  and $59,944 of proceeds
from the issuance of common stock and stock options exercised.

We believe that our cash on hand, cash flows,  and borrowing  capacity under our
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 a steady  economy and  successful  execution  of our current
business plan which includes focus on cash  generation for debt  repayment.  The
business plan includes continued  implementation of new market penetration,  new
product   development,   lean   manufacturing   and  improving  working  capital
utilization.

In March  2006,  we entered  into a Revolving  Credit  Facility  which  provides
availability  up to  $75,000.  Provided  there is no  default,  the  Company may
request an increase in the  availability of the Revolving  Credit Facility by an
amount not  exceeding  $50,000 if all Senior  Secured 10% Notes (10% Notes) have
been  repaid  in full or will be  repaid  in full  contemporaneously  with  such
increase,  or $25,000 in the event that any 10% Notes  remain  outstanding.  The
Revolving Credit Facility  matures February 2010,  however the maturity date can
be extended to February 2011 based on certain  conditions related to outstanding
balances and maturity dates of the 10% Notes.

The unused  portion of the  Revolving  Credit  Facility  totaled  $64,341 net of
outstanding  borrowings of zero and outstanding  letters of credit of $10,659 of
December 31, 2006. Interest is payable at a Eurodollar Rate or a prime rate plus
an applicable  margin  determined by our leverage ratio. At our current leverage
ratio, we qualify for the lowest applicable margin level,  which amounts to 87.5
basis  points for  Eurodollar  borrowings  and zero basis  points for prime rate
based  borrowings.  The  Revolving  Credit  Facility is secured by all  domestic
inventory,  receivables,  equipment, real property, subsidiary stock (limited to
65% for foreign  subsidiaries)  and  intellectual  property.  The  corresponding
credit  agreement  associated with the Revolving  Credit Facility places certain
debt covenant restrictions on us, including certain financial requirements and a
restriction on dividend payments.

The Senior  Subordinated 8 7/8% Notes (8 7/8% Notes) issued on September 2, 2005
amounted to $136,000  and are due  November  1, 2013.  Provisions  of the 8 7/8%
Notes include,  without limitation,  restrictions on indebtedness,  asset sales,
and  dividends and other  restricted  payments.  Until  November 1, 2008, we may
redeem up to 35% of the outstanding notes at a redemption price of 108.875% with
the proceeds of equity offerings,  subject to certain restrictions.  On or after
November 1, 2009,  the 8 7/8% Notes are redeemable at the option of the Company,
in whole or in part, at prices  declining  annually from 104.438% to 100% on and
after  November 1, 2011.  In the event of a Change of Control (as defined in the
indenture  for such  notes),  each  holder of the 8 7/8% Notes may require us to
repurchase  all or a portion of such  holder's 8 7/8% Notes at a purchase  price
equal to 101% of the principal  amount thereof.  The 8 7/8% Notes are guaranteed
by certain existing and future domestic  subsidiaries and are not subject to any
sinking fund requirements.

The Senior  Secured  10% Notes (10% Notes)  issued on July 22, 2003  amounted to
$25,132 as of December  31, 2006 and are due August 1, 2010.  Provisions  of the
10% Notes include, without limitation, restrictions on indebtedness,  restricted
payments,  asset  and  subsidiary  stock  sales,  liens,  and  other  restricted
transactions.  The  remaining  10% Notes are not entitled to  redemption  at our
option,  prior to  August  1,  2007.  On and  after  August  1,  2007,  they are
redeemable at a prices declining  annually from 105% to 100% on and after August
1, 2009.  In the event of a Change of Control (as defined in the  indenture  for
such notes),  each holder of the 10% Notes may require us to repurchase all or a

                                     - 19 -
<PAGE>

portion  of such  holder's  10% Notes at a purchase  price  equal to 101% of the
principal  amount  thereof.  The 10%  Notes  are  secured  by a  second-priority
interest in all  domestic  inventory,  receivables,  equipment,  real  property,
subsidiary  stock  (limited to 65% for foreign  subsidiaries)  and  intellectual
property.  The 10% Notes are guaranteed by certain  existing and future domestic
subsidiaries and are not subject to any sinking fund requirements.

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,  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, 2006 and January 1, 2006 were $6,825 and $4,738,  respectively.  We
expect capital spending for fiscal 2007 to be approximately $10 million compared
with $8.4 million in fiscal 2006.  Anticipated  higher capital  expenditures for
fiscal  2007 will be  primarily  directed  toward new  product  development  and
productivity improvement.

INFLATION AND OTHER MARKET CONDITIONS

Our costs are affected by inflation in the U.S. economy and, to a lesser extent,
in foreign economies including those of Europe,  Canada, Mexico, and the Pacific
Rim. We do not  believe  that  general  inflation  has had a material  effect on
results of operations  over the periods  presented  primarily due to overall low
inflation  levels of most costs over such  periods and the ability to  generally
pass on rising costs through price increases.  However, we have been impacted by
fluctuations  in steel  costs,  which vary by type of steel and we  continue  to
monitor them. In addition, U.S. employee benefits costs such as health insurance
and workers compensation insurance as well as energy costs have exceeded general
inflation levels.  We generally  incorporate those cost increases into our sales
price  increases  and consider  surcharges  on certain  products,  as determined
necessary.  In the future,  we may be further  affected by inflation that we may
not be able to pass on as price increases or surcharges.

SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders, periods of high vacation and holiday concentrations,  gains or losses on
early retirement of bonds, restructuring charges, 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

In  June  2006,  the  Financial   Accounting   Standards   Board  (FASB)  issued
Interpretation  No. 48 (FIN 48),  "Accounting  for Uncertainty in Income Taxes".
FIN 48 is an  interpretation  of FASB Statement No. 109  "Accounting  for Income
Taxes" and must be adopted by us no later than April 1, 2007.  FIN 48 prescribes
a comprehensive model for recognizing,  measuring, presenting, and disclosing in
the financial statements uncertain tax positions that we have taken or expect to
take in our tax returns. We are assessing the impact the adoption of FIN 48 will
have on our consolidated financial position and results of operations.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
(SFAS) No. 157,  "Fair Value  Measurements,"  to define fair value,  establish a
framework  for  measuring  fair  value in  accordance  with  generally  accepted
accounting  principles,  and expand  disclosures about fair value  measurements.
SFAS No. 157 will be effective  for fiscal years  beginning  after  November 15,
2007.  We are assessing the impact the adoption of SFAS No. 157 will have on our
consolidated financial position and results of operations.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans, an amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (SFAS 158). Among other items,  SFAS 158
requires  recognition  of the  overfunded or  underfunded  status of an entity's
defined  benefit  postretirement  plan as an asset or liability in the financial
statements,  requires the  measurement of defined  benefit  postretirement  plan


                                     - 20 -
<PAGE>

assets and obligations as of the end of the employer's fiscal year, and requires
recognition  of the funded  status of defined  benefit  postretirement  plans in
other  comprehensive  income.  SFAS 158 is effective as of the end of the fiscal
year ending after December 15, 2006. We are assessing the impact the adoption of
SFAS No. 158 will have on our  consolidated  financial  position  and results of
operations.

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,  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.



                                     - 21 -
<PAGE>



Item 3.    Quantitative and Qualitative Disclosures About Market Risk


There have been no material  changes in the market risks since the end of Fiscal
2006.


Item 4.    Controls and Procedures

As of December 31, 2006, 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, 2006.  There were no
changes in the Company's  internal  controls or other  factors  during our third
quarter ended December 31, 2006.





                                     - 22 -
<PAGE>


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 1A.   Risk Factors

           No material changes from risk factors as previously  disclosed in the
           Company's Form 10-K for the year ended March 31, 2006.

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

Item 3.    Defaults upon Senior Securities - none.

Item 4.    Submission of Matters to a Vote of Security Holders - none.

Item 5.    Other Information - none.

Item 6.    Exhibits

(a) Exhibits:

           Exhibit 10.1   Amendment  No. 8 to the 1998 Plan  Restatement  of the
                          Columbus  McKinnon   Corporation   Monthly  Retirement
                          Benefit Plan, dated December 22, 2006.

           Exhibit 10.2   First Amendment,  dated as of January 8, 2007, made in
                          connection   with  that  certain   Third  Amended  and
                          Restated Credit Agreement, dated as of March 16, 2006,
                          among Columbus  McKinnon  Corporation,  the Guarantors
                          named therein, the lending institutions party thereto,
                          and Bank of America,  N.A., as  Administrative  Agent,
                          Swing Line Lender and L/C Issuer.

           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.



                                     - 23 -
<PAGE>



                                   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: FEBRUARY 9, 2007                  /S/ KAREN L. HOWARD
      ----------------                  ---------------------------------------
                                        Karen L. Howard
                                        Vice President and Chief Financial
                                           Officer (Principal Financial Officer)


                                     - 24 -