FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(MARK ONE)

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

                For the quarterly period ended December 30, 2000

                                       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 333-57611

                                      ----

                               GROVE WORLDWIDE LLC
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                      ----

                                   23-2955766
                                (I.R.S. Employer
                             Identification Number)

                                      ----

                            1565 Buchanan Trail East
                         Shady Grove, Pennsylvania 17256
                                 (717) 597-8121
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                      ----

Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 ninety days. Yes |X| No |_|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. None.
<PAGE>

                               Grove Worldwide LLC
                     Index to Quarterly Report on Form 10-Q
                For the Quarterly Period Ended December 30, 2000

                                                                            Page
                                                                            ----

                                     Part I

Item 1      Financial statements

                  Condensed Consolidated Balance Sheets as of
                  September 30, 2000 and December 30, 2000 ..................  1

                  Condensed Consolidated Statements of
                  Operations for the three months ended January
                  1, 2000 and December 30,
                  2000 ......................................................  2

                  Condensed Consolidated Statements of
                  Comprehensive Loss for the three months ended
                  January 1, 2000 and December 30,
                  2000 ......................................................  3

                  Condensed Consolidated Statements of Cash
                  Flows for the three months ended January 1,
                  2000 and December 30, 2000 ................................  4

                  Notes to Condensed Consolidated Financial
                  Statements ................................................  5

Item 2      Management's discussion and analysis of financial
            condition and results of operations ............................. 15

Item 3      Quantitative and qualitative disclosures about market
            risk ............................................................ 19

                                     Part II

Item 1      Legal proceedings ............................................... 20

Item 2      Changes in securities ........................................... 20

Item 3      Defaults upon senior securities ................................. 20

Item 4      Submission of matters to a vote of security holders ............. 20

Item 5      Other information ............................................... 20

Item 6      Exhibits and reports on form 8-K ................................ 20

            Signatures ...................................................... 21


                                       i
<PAGE>

Unless otherwise noted, the "Company" or "Grove" refers to Grove Worldwide LLC
and its subsidiaries. The Company's fiscal year ends on the Saturday closest to
the last day of September. References to the (i) three months ended January 1,
2000 means the period from October 3, 1999 to January 1, 2000; (ii) three months
ended December 30, 2000 means the period from October 1, 2000 to December 30,
2000; References to historical financial information are to the historical
combined and consolidated financial statements of the Company. See "Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

No separate financial statements of the subsidiary guarantors (as defined) and
Grove Capital, Inc. ("Grove Capital") are included herein. The Company considers
that such financial statements would not be material to investors because: (i)
this report does include, in the notes to the consolidated financial statements
of the Company, supplemental financial information, setting forth on a
consolidated basis, balance sheets, statements of operations and cash flows
information for the subsidiary guarantors, the subsidiaries of the Company that
are not guarantors (the "non-guarantor subsidiaries") and the Company; and (ii)
the above-mentioned note provides sufficient detail to allow investors to
determine the nature of the assets held by, and the operations and cash flows of
the subsidiary guarantors and Grove Capital.


                                       ii
<PAGE>

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this report constitute "forward looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Any statements
that express, or involve discussions as to, expectations, beliefs, plans,
objectives, assumptions or future events or performance (often, but not always,
through the use of words or phrases such as "will likely result," "are expected
to," "will continue," "anticipates," "expects," "estimates," "intends," "plans,"
"projects," and "outlook") are not historical facts and may be forward-looking.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, levels of activity, cost
savings, performance or achievements of the Company, or industry results, to be
materially different from any future results, levels of activity, cost savings,
performance or achievements expressed or implied by such forward-looking
statements, and accordingly, such statements should be read in conjunction with
and are qualified in their entirety by reference to, such risks, uncertainties
and other factors, which are discussed throughout this report. Such factors
include, among others, the following:

o     substantial leverage, ability to service debt, and the ability of the
      Company to comply with financial and other covenants in the Company's
      credit agreement. In fiscal 1999 and fiscal 2000, the Company was required
      to obtain waivers and amendments to its credit agreement to remain in
      compliance with certain financial covenants. In connection with the most
      recent amendments, the credit agreement was modified to place significant
      restrictions on the amount of borrowings available to the Company for
      working capital purposes, particularly during the period through April 30,
      2001, a period during which the Company's need for working capital is
      projected to be the greatest. Management believes the Company should be
      able to comply with its existing bank financial covenants and should have
      sufficient cash flow to meet the Company's obligations as they become due.
      If the Company is unable to sufficiently reduce working capital, the
      Company would not be able to reduce total outstanding borrowings and
      letters of credit below $40 million for the 14-day period ending April 16,
      2001 and to below $35 million for the 5-day period ending April 23, 2001,
      as required by the Bank Credit Facility. If the Company were unable to
      comply with the covenants in the Bank Credit Facility, in order to avoid
      default it would be required to obtain additional modifications to its
      Bank Credit Facility and/or additional sources of funding. There can be no
      assurance that, if needed, such modification would be agreed to by the
      bank credit facility lenders or such funding would be available;

o     changing market trends in the mobile hydraulic crane, aerial work platform
      and truck-mounted crane industries;

o     general economic and business conditions including a prolonged or
      substantial recession;

o     the ability of the Company to implement its business strategy and maintain
      and enhance its competitive strengths;

o     the ability of the Company to obtain financing for general corporate
      purposes;

o     competition;

o     availability of key personnel;

o     industry overcapacity; and

o     changes in, or the failure to comply with, government regulations.

As a result of the foregoing and other factors, no assurance can be given as to
future results, levels of activity and achievements, and neither the Company nor
any other person assumes responsibility for the assurance and completeness of
these forward-looking statements. Any forward-looking statements contained
herein speak solely as of the date on which such statements are made, and the
Company undertakes no obligation to update any forward-looking statements to
reflect events or circumstances after the date on which such statements were
made or to reflect the occurrence of unanticipated events.


                                      iii
<PAGE>

                                     PART I

Item 1. Financial Statements

GROVE WORLDWIDE LLC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited and in thousands)

                                                    September 30,   December 30,
                                                        2000*            2000
                                                    -------------   ------------
Assets
Current assets:
     Cash and cash equivalents                        $  16,102       $   5,593
     Cash restricted as to use                            1,688           2,939
     Trade receivables, net                             131,405         105,509
     Notes receivable                                     6,801           2,835
     Inventories                                        175,181         192,004
     Net assets of subsidiary held for sale               3,308              --
     Prepaid expenses and other current assets           10,116          12,615
                                                      ---------       ---------
              Total current assets                      344,601         321,495

Property, plant and equipment, net                      168,696         167,512
Goodwill, net                                           199,861         202,941
Other assets                                             12,977          13,324
                                                      ---------       ---------
                                                      $ 726,135       $ 705,272
                                                      =========       =========

Liabilities and Member's Equity
Current liabilities:
     Current maturities of long-term debt             $  37,000       $  37,100
     Short-term borrowings                               20,967          21,118
     Accounts payable                                    75,780          63,490
     Accrued expenses and other current liabilities      83,064          87,274
                                                      ---------       ---------
              Total current liabilities                 216,811         208,982

Deferred revenue                                         37,170          34,413
Long-term debt                                          399,000         398,000
Other liabilities                                        84,865          84,190
                                                      ---------       ---------
              Total liabilities                         737,846         725,585
                                                      ---------       ---------

Member's equity:
     Invested capital                                   164,289         164,289
     Accumulated deficit                               (152,082)       (166,527)
     Accumulated other comprehensive loss               (23,918)        (18,075)
                                                      ---------       ---------
              Total member's equity                     (11,711)        (20,313)
                                                      ---------       ---------
                                                      $ 726,135       $ 705,272
                                                      =========       =========

See accompanying notes to condensed consolidated financial statements.
*     Amounts have been derived from the Company's audited consolidated balance
      sheet.


                                       1
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the three months ended January 1, 2000 and December 30, 2000
(unaudited and in thousands)

                                                        Three Months Ended
                                                    January 1,      December 30,
                                                      2000             2000
                                                    ----------      ------------

Net sales                                           $ 185,361        $ 173,384
Cost of goods sold                                    155,487          149,204
                                                    ---------        ---------
     Gross profit                                      29,874           24,180

Selling, engineering, general
     and administrative expenses                       27,902           21,755
Amortization of goodwill                                1,771            1,399
Restructuring charges                                   4,978            1,632
                                                    ---------        ---------
     Loss from operations                              (4,777)            (606)

Interest expense, net                                  (9,941)         (13,732)
Other income (expense), net                              (116)             493
                                                    ---------        ---------

     Loss before
         income taxes                                 (14,834)         (13,845)

Income taxes                                              462              600
                                                    ---------        ---------

     Loss before cumulative
         effect of change in
         accounting principle                         (15,296)         (14,445)

Cumulative effect of
     a change in accounting
     principle (note 8)                                   302               --
                                                    ---------        ---------

            Net loss                                $ (14,994)       $ (14,445)
                                                    =========        =========

See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
For the three months ended January 1, 2000 and December 30, 2000
(unaudited and in thousands)

                                                          Three Months Ended
                                                      January 1,    December 30,
                                                         2000           2000
                                                      ----------    ------------

Net loss                                               $(14,994)      $(14,445)

Recognition of loss on cash flow
     hedges of forecasted foreign
     currency transactions through
     charge to earnings                                      --            992

Change in foreign currency translation
     adjustment                                          (1,275)         4,851
                                                       --------       --------
                Comprehensive loss                     $(16,269)      $ (8,602)
                                                       ========       ========

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three months ended January 1, 2000 and December 30, 2000
(unaudited and in thousands)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                              January 1,    December 30,
                                                                 2000           2000
                                                              ----------    ------------
<S>                                                            <C>            <C>
Cash flows from operating activities:
   Net loss                                                    $(14,994)      $(14,445)
   Adjustments to reconcile to net loss to net
     cash provided by (used in) operating activities:
       Depreciation and amortization                              5,043          5,060
       Depreciation of equipment held for rent                    3,319            975
       Amortization of deferred financing costs                     622            429
       Loss on sales of property, plant
         and equipment                                               13             13
       Deferred income tax expense (benefit)                       (132)            45
       Changes in operating assets and liabilities:
         Trade receivables, net                                  19,437         29,883
         Notes receivable                                         4,251          3,966
         Inventories                                             (2,307)       (10,954)
         Trade accounts payable                                   7,186        (15,659)
         Other assets and liabilities, net                      (10,428)        (5,374)
                                                               --------       --------
         Net cash provided by (used in) operating activities     12,010         (6,061)
                                                               --------       --------

Cash flows from investing activities:
   Additions to property, plant and equipment                    (1,321)        (2,134)
   Investment in equipment held for rent                           (714)        (1,600)
                                                               --------       --------
         Net cash used in investing activities                   (2,035)        (3,734)
                                                               --------       --------

Cash flows from financing activities:
   Net short-term borrowings (repayments)                        (3,566)           151
   Borrowings (repayments) of long-term debt,net                 14,000           (900)
   Other                                                             22             --
                                                               --------       --------
         Net cash provided by (used in) financing activities     10,456           (749)
                                                               --------       --------

Effect of exchange rate changes on cash                            (184)            35
                                                               --------       --------

         Net change in cash and cash equivalents                 20,247        (10,509)

Cash and cash equivalents, beginning of period                   16,864         16,102
                                                               --------       --------
Cash and cash equivalents, end of period                       $ 37,111       $  5,593
                                                               ========       ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

(1)   Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information. Accordingly, these financial
      statements do not include all the information and notes required by
      generally accepted accounting principles for complete financial
      statements. In the opinion of management, the unaudited consolidated
      financial statements include all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation of the
      financial position and results of operations.

      The Company is a sole member limited liability company formed pursuant to
      the provisions of the Delaware Limited Liability Company Act. Grove
      Holdings LLC ("Holdings") is the sole member of the Company. All earnings
      of the Company are available for distribution to Holdings subject to
      restrictions contained in the Company's debt agreements. Holdings is a
      sole member limited liability company that is owned by Grove Investors LLC
      ("Investors").

      Interim results for the three-month period ended December 30, 2000 are not
      necessarily indicative of the results that may be expected for a full
      fiscal year. For further information, refer to the consolidated financial
      statements and notes for the year ended September 30, 2000.

(2)   Liquidity

      During the years ended October 2, 1999 and September 30, 2000, the Company
      incurred significant operating losses that would have resulted in
      non-compliance with certain financial covenants included in the Company's
      Bank Credit Facility. The Company obtained waivers of these financial
      covenant defaults as well as certain covenant modifications to help
      position the Company for future compliance. Nevertheless, future
      compliance will depend upon achieving significantly improved operating
      results during fiscal 2001 and beyond. Furthermore, modifications to the
      Bank Credit Facility place significant restrictions on the amount of
      borrowings available to the Company for working capital purposes,
      particularly during the period through April 30, 2001, a period during
      which the Company's need is projected to be the greatest.

      Management has completed a number of initiatives to help improve operating
      results and cash flows including (i) reduction in Manlift operations, (ii)
      restructuring of Shady Grove, Pennsylvania manufacturing operations by
      improving product flow and (iii) reducing the number of sales, marketing,
      engineering and administrative employees, principally in Shady Grove and
      the UK.

      Management believes the Company should be able to comply with its existing
      bank financial covenants and should have sufficient cash flow to meet the
      Company's obligations as they become due. However, Management is
      continuing to review the Company's cash flow requirements particularly
      projected working capital reductions but there can be no assurance that
      management's assumptions as to such reductions will be met. If the Company
      is unable to sufficiently reduce working capital, the Company will not be
      able to reduce total outstanding borrowings and letters of credit below
      $40 million for the 14-day period ending April 16, 2001 and to below $35
      million for the 5-day period ending April 23, 2001, as required by the
      Bank Credit Facility. If the Company were unable to comply with the
      covenants in the Bank Credit Facility, in order to avoid default, it would
      be required to obtain additional modifications to its Bank Credit Facility
      and/or additional sources of funding. There can be no assurance that, if
      needed, such modifications would be agreed to by the Bank Credit Facility
      Lenders or such funding, if needed, would be available.


                                       5
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

(3)   Inventory

      Inventories consist of the following as of September 30, 2000 and December
      30, 2000:

                                          September 30,       December 30,
                                                   2000               2000
                                                   ----               ----
      Raw materials                            $ 60,367           $ 63,347
      Work in process                            51,524             42,447
      Finished goods                             63,290             86,210
                                               --------           --------
                                               $175,181           $192,004
                                               ========           ========

      Inventories are valued at the lower of cost or market, as determined
      primarily under the first-in, first-out method.

(4)   Income Taxes

      A significant portion of the Company's business is operated as a limited
      liability company organized under the laws of Delaware. Accordingly,
      earnings of the Company's U.S. mobile hydraulic crane and aerial work
      platform businesses, as well as, earnings from its foreign subsidiaries
      will not be directly subject to U.S. income taxes. Such taxable income
      will be allocated to the equity holders of Investors and they will be
      responsible for U.S. income taxes on such taxable income. The Company
      intends to make distributions, in the form of dividends, to enable the
      equity holders of Investors to meet their tax obligations with respect to
      income allocated to them by the Company. No distributions were made for
      taxes in the year ended September 30, 2000 or the three months ended
      December 30, 2000.

      The difference between the Company's reported tax provision for the three
      months ended December 30, 2000 and the tax provision computed based on
      U.S. statutory rates is primarily attributed to the Company's structure as
      a limited liability company.

(5)   Restructuring

      During the three months ended December 30, 2000, the Company adopted and
      executed a restructuring plan that resulted in the termination of
      approximately 220 employees principally in its US operations. In
      connection with the terminations, the Company accrued severance costs of
      $1,632. During the three months ended December 30, 2000 the Company paid
      severance costs of $1,800 related to these terminations and to termination
      agreements consummated in fiscal 2000. As of December 30, 2000 the Company
      has remaining severance obligations of $3,200, which it expects to pay
      through April 2002.

(6)   Accumulated Other Comprehensive Loss


                                       6
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Accumulated other comprehensive loss as of September 30, 2000 and December
      30, 2000 consists of the following:

                                                  September 30,   December 30,
                                                           2000           2000
                                                           ----           ----
      Foreign currency translation adjustment          ($22,666)      ($17,815)
      Unrealized net losses on cash flow
          hedges of foreign currency transactions          (992)            --
      Minimum pension liability                            (260)          (260)
                                                       --------       --------
                                                       ($23,918)      ($18,075)
                                                       ========       ========

(7)   Segment Information

      The Company is an international designer, manufacturer and marketer of a
      comprehensive line of mobile hydraulic cranes, aerial work platforms and
      truck-mounted cranes. The Company markets its products through two
      operating divisions; Grove Crane and National Crane. Grove Crane
      manufactures mobile hydraulic cranes in its Shady Grove, Pennsylvania and
      Wilhelmshaven, Germany manufacturing facilities. National Crane
      manufactures truck-mounted cranes in its Waverly, Nebraska manufacturing
      facility. Information for each of the Company's operating division's
      follows:

<TABLE>
<CAPTION>
                                                                               Corporate,
                                            Grove       Grove      National  eliminations,
                                            Crane      Manlift       Crane     and other      Total
                                            -----      -------       -----     ---------      -----
      <S>                                 <C>         <C>          <C>         <C>          <C>
      As of and for the three months
         ended December 30, 2000
          Net sales                       $ 157,361   $      --    $  16,267   $    (244)   $ 173,384
          Depreciation and amortization       3,402          --          259       1,399        5,060
          Income (loss) from operations       4,729          --          934      (6,269)        (606)
          Total assets                      448,524          --       38,390     218,358      705,272
          Capital expenditures                2,113          --           21          --        2,134

      As of and for the nine months
         ended January 1, 2000
          Net sales                       $ 130,237   $  35,098    $  20,000   $      26    $ 185,361
          Depreciation and amortization       2,925          82          265       1,771        5,043
          Income (loss) from operations       6,916      (1,766)       1,986     (11,913)      (4,777)
          Total assets                      455,170      59,083       38,471     295,451      848,175
          Capital expenditures                  837         182          302          --        1,321
</TABLE>

      The Grove Manlift segment has been eliminated in connection with the
      reduction of Manlift operations that occurred in the fourth quarter of
      fiscal 2000. Corporate, eliminations and other consist principally of
      corporate expenses, and assets, including the restructuring charge,
      goodwill and intercompany eliminations. Depreciation and amortization
      excludes depreciation of equipment held for rent.

(8)   Derivative Financial Instruments


                                       7
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      On October 3, 1999 and July 2, 2000, the Company adopted SFAS No. 133,
      Accounting for Derivative Instruments and Hedging Activities and SFAS No.
      138, Accounting for Certain Derivative Instruments and Certain Hedging
      Activities (an Amendment to SFAS No. 133), respectively. These statements
      establish accounting and reporting standards for derivative instruments
      and for hedging activities. They require that an entity recognize all
      derivatives as either assets or liabilities measured at fair value. The
      net impact of adoption SFAS 133 of $302 was presented as the cumulative
      effect of a change in accounting principle in the condensed consolidated
      statements of operations. A summary of the Company's hedging strategies
      and outstanding derivative instruments are as follows:

      Interest Rate Risk

      The Company assesses interest rate cash flow risk by monitoring changes in
      interest rate exposure that may adversely impact expected future cash
      flows and by evaluating hedging opportunities. At December 30, 2000, the
      Company had approximately $210 million of variable rate borrowings under
      its bank credit facility. Management believes it prudent to limit the
      variability of its interest payments. To meet this objective, the Company
      has an interest rate collar arrangement with a multinational bank to limit
      its exposure to rising interest rates on $100 million of its variable rate
      bank borrowings. Under the agreement the Company will receive, on a $100
      million notional amount, three-month LIBOR and pay 6.5% anytime LIBOR
      exceeds 6.5%, and will receive three-month LIBOR and pay 5.19% anytime
      LIBOR is below 5.19%. The contract does not require collateral.

      The estimated fair value (unrecognized gain) of the interest rate collar
      at September 30, 2000 and December 30, 2000 was $203 and $8, respectively.
      Management has concluded that the interest rate collar did not qualify as
      an effective hedge for accounting purposes as of September 30, 2000 and
      December 30, 2000. Accordingly, the Company has recognized $195 as other
      expense in the condensed consolidated statement of operations for the
      three months ended December 30, 2000.

      Foreign Currency Risk

      The Company has foreign operations in the U.K., France, Germany and
      Australia. Therefore its earnings, cash flows and financial position are
      exposed to foreign currency risk. In addition, the U.S. company regularly
      purchases mobile hydraulic cranes from its German factory to meet the
      demand of its U.S. customers. In order to protect profit margins the
      Company will purchase forward currency contracts and options to hedge
      future Deutsche mark payment obligations.

      At July 1, 2000 the Company had $3.5 million in an outstanding forward
      contract to purchase Deutsche marks with gross unrealized losses of $0.5
      million. The contract will settle in January 2001 and has been marked to
      market and included in the determination of cost of goods sold for the
      three months ended December 30, 2000 in accordance with FAS 133, as
      amended.

      Currently the Company is not hedging any other foreign currency exposures
      but it may do so in the future.

(9)   Net Assets of Subsidiary Held for Sale

      In late January 2001, after reviewing a number of strategic alternatives,
      management has made the decision to organize its European AWP business in
      France around the Delta


                                       8
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Manlift business. As such, we now expect to invest resources in the growth
      and profitability of Delta Manlift as the company goes forward. The
      subsidiary is therefore no longer presented as an asset held for sale in
      the accompanying balance sheet.

(10)  Supplemental Condensed Combined Financial Information

      The Company's payment obligations under the Notes are guaranteed by all of
      the Company's wholly-owned domestic subsidiaries other than Grove Capital,
      Inc. (the "Subsidiary Guarantors"). Such guarantees are full,
      unconditional and joint and several. Separate financial statements of the
      Subsidiary Guarantors are not presented because the Company's management
      has determined that they would not be material to investors. The ability
      of the Company's subsidiaries to make cash distributions and loans to the
      Company and the Subsidiary Guarantors is not significantly restricted
      under the terms of the Company's debt obligations. The following
      supplemental financial information sets forth, on a combined basis,
      balance sheets, statements of operations and statements of cash flows
      information for the Subsidiary Guarantors, the Company's non-guarantor
      subsidiaries and for the Company. Information with respect to the Company
      is related to Grove Worldwide LLC and Grove Capital, Inc. on a combined
      basis.


                                       9
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Condensed Consolidating Balance Sheet at December 30, 2000

<TABLE>
<CAPTION>
                                               Subsidiary       Other                      Consolidated
                                   Company     guarantors    subsidiaries   Eliminations      totals
                                   -------     ----------    ------------   ------------      ------
<S>                               <C>          <C>            <C>            <C>            <C>
Assets
Current assets:
   Cash and cash equivalents      $      92    $    (406)     $   5,907      $      --      $   5,593
   Cash restricted as to use             --        2,939             --             --          2,939
   Trade receivables, net                --       37,359         68,150             --        105,509
   Notes receivable                      --        2,835             --             --          2,835
   Inventories                           --      112,319         79,685             --        192,004
   Prepaid expenses and
    other current assets                208        4,073          8,334             --         12,615
                                  ---------    ---------      ---------      ---------      ---------
Total current assets                    300      159,119        162,076             --        321,495
Property, plant and
   equipment, net                        --      105,185         62,327             --        167,512
Goodwill, net                            --      188,766         14,175             --        202,941
Investment and due
   from subsidiaries                703,304      246,627         36,436       (986,367)            --
Other assets                          9,740        3,201            383             --         13,324
                                  ---------    ---------      ---------      ---------      ---------
                                  $ 713,344    $ 702,898      $ 275,397      $(986,367)     $ 705,272
                                  =========    =========      =========      =========      =========

Liabilities and Member's Equity
Current liabilities:
   Current maturities
    of long-term debt             $  37,100    $      --      $      --      $      --      $  37,100
   Short-term borrowings                 --        7,147         13,971             --         21,118
   Accounts payable                      --       24,948         38,542             --         63,490
   Accrued expenses and
    other current liabilities         4,176       31,944         51,154             --         87,274
                                  ---------    ---------      ---------      ---------      ---------
Total current liabilities            41,276       64,039        103,667             --        208,982
Deferred revenue                         --           --         34,413             --         34,413
Long-term debt                      398,000           --             --             --        398,000
Due to subsidiaries                 191,508      536,164        148,027       (875,699)            --
Other liabilities                       100       69,967         14,123             --         84,190
                                  ---------    ---------      ---------      ---------      ---------
Total liabilities                   630,884      670,170        300,230       (875,699)       725,585
                                  ---------    ---------      ---------      ---------      ---------

Member's equity:
   Invested capital                 164,289       92,891         17,777       (110,668)       164,289
   Accumulated deficit              (81,829)     (60,163)       (24,535)            --       (166,527)
   Accumulated other
    comprehensive loss                   --           --        (18,075)            --        (18,075)
                                  ---------    ---------      ---------      ---------      ---------
Total member's equity                82,460       32,728        (24,833)      (110,668)       (20,313)
                                  ---------    ---------      ---------      ---------      ---------

                                  $ 713,344    $ 702,898      $ 275,397      $(986,367)     $ 705,272
                                  =========    =========      =========      =========      =========
</TABLE>


                                       10
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Condensed Consolidating Statement of Operations and Comprehensive Loss for
      the three months ended January 1, 2000

<TABLE>
<CAPTION>
                                                    Subsidiary        Other                        Consolidated
                                    Company         guarantors     subsidiaries    Eliminations       totals
                                    -------         ----------     ------------    ------------       ------
<S>                                 <C>             <C>             <C>             <C>             <C>
Net sales                           $      --       $ 140,289       $  78,948       $ (33,876)      $ 185,361
Cost of goods sold                         --         122,590          66,773         (33,876)        155,487
                                    ---------       ---------       ---------       ---------       ---------
Gross profit                               --          17,699          12,175              --          29,874

Selling, engineering,
   general and
   administrative expenses              7,041          11,131           9,730              --          27,902
Amortization of goodwill                   --           1,468             303              --           1,771
Restructuring charges                   4,978              --              --              --           4,978
                                    ---------       ---------       ---------       ---------       ---------
Income (loss)
   from operations                    (12,019)          5,100           2,142              --          (4,777)

Interest income (expense), net            982          (9,290)         (1,633)             --          (9,941)
Other income (expense), net               309              86            (511)             --            (116)
                                    ---------       ---------       ---------       ---------       ---------
Loss before income taxes              (10,728)         (4,104)             (2)             --         (14,834)
Income taxes                               --             321             141              --             462
                                    ---------       ---------       ---------       ---------       ---------
Loss before cumulative effect
   of change in accounting
   principle                          (10,728)         (4,425)           (143)             --         (15,296)
Cumulative effect of a change
   in accounting principle                302              --              --              --             302
                                    ---------       ---------       ---------       ---------       ---------
Net loss                              (10,426)         (4,425)           (143)             --         (14,994)
Other comprehensive loss               (1,275)             --              --              --          (1,275)
                                    ---------       ---------       ---------       ---------       ---------
Comprehensive loss                  $ (11,701)      $  (4,425)      $    (143)      $      --       $ (16,269)
                                    =========       =========       =========       =========       =========
</TABLE>


                                       11
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Condensed Consolidating Statement of Operations and Comprehensive Loss for
      the three months ended December 30, 2000

<TABLE>
<CAPTION>
                                                    Subsidiary        Other                        Consolidated
                                    Company         guarantors     subsidiaries    Eliminations       totals
                                    -------         ----------     ------------    ------------       ------
<S>                                 <C>             <C>             <C>             <C>             <C>
Net sales                           $      --       $ 113,399       $  81,576       $ (21,591)      $ 173,384
Cost of goods sold                         --         101,108          69,687         (21,591)        149,204
                                    ---------       ---------       ---------       ---------       ---------
Gross profit                               --          12,291          11,889              --          24,180

Selling, engineering,
   general and
   administrative expenses              4,278           7,743           9,734              --          21,755
Amortization of goodwill                   --           1,149             250              --           1,399
Restructuring charges                   1,632              --              --              --           1,632
                                    ---------       ---------       ---------       ---------       ---------
Income (loss)
   from operations                     (5,910)          3,399           1,905              --            (606)

Interest income (expense), net           (380)        (11,191)         (2,161)             --         (13,732)
Other income (expense), net               (37)             97             433              --             493
                                    ---------       ---------       ---------       ---------       ---------
Loss before income taxes               (6,327)         (7,695)            177              --         (13,845)
Income taxes                               --             253             347              --             600
                                    ---------       ---------       ---------       ---------       ---------
Net loss                               (6,327)         (7,948)           (170)             --         (14,445)
Other comprehensive loss                   --             992           4,851              --           5,843
                                    ---------       ---------       ---------       ---------       ---------
Comprehensive loss                  $  (6,327)      $  (6,956)      $   4,681       $      --       $  (8,602)
                                    =========       =========       =========       =========       =========
</TABLE>


                                       12
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Condensed Consolidating Statement of Cash Flows for the three months ended
      January 1, 2000

<TABLE>
<CAPTION>
                                                  Subsidiary        Other      Consolidated
                                    Company       guarantors    subsidiaries      totals
                                    -------       ----------    ------------      ------
<S>                                 <C>            <C>            <C>            <C>
Operating activities
Net cash provided by (used in)
   operating activities             $ (7,025)      $ 10,488       $  8,547       $ 12,010
                                    --------       --------       --------       --------
Investing activities
Capital expenditures                      --           (597)          (724)        (1,321)
Investment in equipment
   held for rent                          --             --           (714)          (714)
                                    --------       --------       --------       --------
Net cash used in
   investing activities                   --           (597)        (1,438)        (2,035)
                                    --------       --------       --------       --------
Financing activities
Net proceeds from
   short-term borrowings                  --             --         (3,566)        (3,566)
Borrowings of
   long-term debt                     14,000             --             --         14,000
Other                                     22             --             --             22
                                    --------       --------       --------       --------
Net cash provided by (used in)
   financing activities               14,022             --         (3,566)        10,456
                                    --------       --------       --------       --------
Effect of exchange rate
   changes on cash                        --             --           (184)          (184)
                                    --------       --------       --------       --------
Net change in cash
   and cash equivalents                6,997          9,891          3,359         20,247
Cash and cash equivalents,
   beginning of period                 8,667          4,209          3,988         16,864
                                    --------       --------       --------       --------
Cash and cash equivalents,
   end of period                    $ 15,664       $ 14,100       $  7,347       $ 37,111
                                    ========       ========       ========       ========
</TABLE>


                                       13
<PAGE>

GROVE WORLDWIDE LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(unaudited and in thousands)

================================================================================

      Condensed Consolidating Statement of Cash Flows for the three months ended
      December 30, 2000

<TABLE>
<CAPTION>
                                                  Subsidiary        Other      Consolidated
                                    Company       guarantors    subsidiaries      totals
                                    -------       ----------    ------------      ------
<S>                                 <C>            <C>            <C>            <C>
Operating activities
Net cash provided by (used in)
   operating activities             $(14,601)      $  4,848       $  3,692       $ (6,061)
                                    --------       --------       --------       --------
Investing activities
Capital expenditures                      --           (656)        (1,478)        (2,134)
Investment in equipment
   held for rent                          --             --         (1,600)        (1,600)
                                    --------       --------       --------       --------
Net cash used in
   investing activities                   --           (656)        (3,078)        (3,734)
                                    --------       --------       --------       --------
Financing activities
Net proceeds from
   short-term borrowings                  --             --            151            151
Repayments of
   long-term debt                       (900)            --             --           (900)
                                    --------       --------       --------       --------
Net cash provided by
   financing activities                 (900)            --            151           (749)
                                    --------       --------       --------       --------
Effect of exchange rate
   changes on cash                        --             --             35             35
                                    --------       --------       --------       --------
Net change in cash
   and cash equivalents              (15,501)         4,192            800        (10,509)

Cash and cash equivalents,
   beginning of period                15,593         (4,598)         5,107         16,102
                                    --------       --------       --------       --------
Cash and cash equivalents,
   end of period                    $     92       $   (406)      $  5,907       $  5,593
                                    ========       ========       ========       ========
</TABLE>


                                       14
<PAGE>

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

The following discussion should be read in conjunction with the more detailed
information and the historical consolidated financial statements included
elsewhere in this report.

Overview

The Company generates most of its net sales from the manufacture and sale of new
mobile hydraulic cranes, aerial work platforms and truck-mounted cranes. The
Company markets its products through two operating divisions; Grove Crane and
National Crane. Grove Crane manufactures mobile hydraulic cranes in its Shady
Grove, Pennsylvania and Wilhelmshaven, Germany manufacturing facilities.
National Crane manufactures truck-mounted cranes in its Waverly, Nebraska
manufacturing facility. The Company also generates a portion of its net sales
from after-market sales (parts and service) of the products it manufactures.
Sales of used equipment are not material and are generally limited to trade-ins
on new equipment through Company-owned distributors in France, Germany, and the
United Kingdom.

During the years ended October 2, 1999 and September 30, 2000, the Company
incurred significant operating losses that would have resulted in non-compliance
with certain financial covenants included in the Company's Bank Credit Facility.
The Company obtained waivers of these financial covenants as well as certain
covenant modifications to help position the Company for future compliance.
Nevertheless, future compliance will depend on achieving significantly improved
operating results during fiscal 2001 and beyond. Furthermore, modifications of
the Bank Credit Facility place significant restrictions on the amount of
borrowings available to the Company for working capital purposes, particularly
during the period through April 30, 2001, a period during which the Company's
need is projected to be the greatest.

Management has completed a number of initiatives to help improve operating
results and cash flows including: (i) reduction of Manlift operations, (ii)
restructuring Shady Grove, Pennsylvania manufacturing operations by improving
product flow and (iii) reducing the number of sales, marketing, engineering and
administrative employees, principally in Shady Grove and the UK.

The reduction of Manlift operations allows the Company to produce a product line
which management believes is complementary with the Company's Crane products and
strategy. Manlift will continue to provide full support for the installed base
of aerial work platforms through parts and service, including discontinued
models, and to manufacture six models of boom Manlifts. In order to take
advantage of synergies, the Company has merged Manlift's production, engineering
and sales and marketing functions with those of Grove Crane. Accordingly, the
Company's Manlift operations are discussed with Grove Crane.


                                       15
<PAGE>

The following is a summary of net sales for the periods indicated (dollars in
millions).

                                                         Three months ended
                                                         ------------------
                                                    January 1,      December 30,
                                                          2000              2000
                                                      --------          --------
New equipment sold                                    $  148.1          $  124.8
After-market                                              21.9              22.3
Other                                                     15.4              26.3
                                                      --------          --------
Net sales                                             $  185.4          $  173.4
                                                      ========          ========

Results of Operations

Three months ended December 30, 2000 (the "fiscal 2001 three months") compared
to the three months ended January 1, 2000 (the "fiscal 2000 three months")

Net Sales. Net sales decreased $12.0 million, or 6.5%, to $173.4 million for the
fiscal 2001 three months from $185.4 million for the fiscal 2000 three months.
The decrease in net sales is principally the result of decreased unit sales in
the Crane and National Crane segments.

Net sales for the Grove Crane division include $25.5 million from the remaining
Manlift business. Sales for Grove Crane, excluding the remaining Manlift
business, decreased $1.7 million, or 1.3%, to $131.9 million for the fiscal 2001
three months from $130.2 million for the fiscal 2000 three months. The decrease
in net sales is primarily the result of lower unit sales. Net sales decreased in
both North American and European.

Net sales for the National Crane division decreased $3.7 million, or 18.5%, to
$16.3 million for the fiscal 2001 three months from $20.0 million for the fiscal
2000 three months. Net sales decreased as the result of lower unit sales and
decreased demand for higher priced models.

After-market sales did not significantly change in the fiscal 2001 three months
from the fiscal 2000 three months. An increase in net sales in North American
was offset by a decrease in Europe.

Other sales increased by $10.9 million to $26.3 million in the fiscal 2001 three
months from $15.4 million in the fiscal 2000 three months. The increase was
primarily due to higher government and used equipment sales volumes.

Gross Profit. Gross profit decreased $5.7 million, or 19.1%, to $24.2 million in
the fiscal 2001 three months from $29.9 million in the fiscal 2000 three months.
The decrease in gross profit was attributable primarily to a decline in Crane
and National volumes offset by improved manufacturing efficiencies in the
Company's US operation. Gross profit as a percent of sales decreased to 14.0% in
the fiscal 2001 three months from 16.1% in the fiscal 2000 three months
primarily as the result of an unfavorable mix of products sold.

Selling, Engineering, General and Administrative Expenses. Selling, engineering,
general and administrative expenses ("SG&A") decreased $6.1 million, or 21.9%,
to $21.8 million in the fiscal 2001 three months from $27.9 million in the
fiscal 2000 three months. SG&A for the fiscal 2000 three months includes
approximately $0.9 million of consulting fees paid to the George Group in
connection with the completion of their activities. As a percentage of net
sales, SG&A was 12.6% in the fiscal 2001 three months and 15.0% in the fiscal
2000 three months.

Restructuring charges. During the fiscal 2001 three months, the Company adopted
and executed a restructuring plan that resulted in the termination of
approximately 220 employees principally in


                                       16
<PAGE>

its US operations. In connection with the terminations, the Company accrued
severance costs of $1.6 million. During the three months ended December 30, 2000
the Company paid severance costs of $1.8 million related to these terminations
and to termination agreements consummated in fiscal 2000. As of December 30,
2000 the Company has remaining severance obligations of $3.2 million, which it
expects to pay through April 2002.

Interest expense. Interest expense increased $3.8 million to $13.7 million for
the fiscal 2001 three months from $9.9 million in the fiscal 2000 three months
primarily as the result of higher borrowings on the Company's line of credit and
higher rates on those borrowings.

Backlog. The Company's backlog consists of firm orders for new equipment and
replacement parts. Total backlog as of January 13, 2001 was approximately $134.5
million compared with total backlog as of January 15, 2000 of approximately
$204.5 million. Substantially all of the Company's backlog orders are expected
to be filled within one year, although there can be no assurance that all such
backlog orders will be filled within that time period. Parts orders are
generally filled on an as-ordered basis.

Liquidity and Capital Resources

The Company's business is working capital-intensive, requiring significant
investments in receivables and inventory. In addition, the Company requires
capital for replacement and improvements of existing plant, equipment and
processes. During the three months ended December 30, 2000, the Company used
approximately $6.1 million of cash in operating activities primarily as a result
of a net loss after non-cash items.

During the fiscal 2000 nine months the Company made $1.0 million of payments on
its term loan, borrowed $0.1 million of the revolving line of credit and
obtained $0.2 million from short-term borrowings. Capital expenditures were $2.1
million for the fiscal 2000 three months and are expected to be approximately
$10.5 million for fiscal 2001.

During the year September 30, 2000, the Company incurred significant operating
losses that would have resulted in non-compliance with certain financial
covenants included in the Company's Bank Credit Facility. The Company obtained
waivers of these financial covenants as well as certain covenant modifications
to help position the Company for future compliance. Nevertheless, future
compliance will depend on achieving significantly improved operating results
during fiscal 2001 and beyond. Furthermore, modifications of the Bank Credit
Facility place significant restrictions on the amount of borrowings available to
the Company for working capital purposes, particularly during the period through
April 30, 2001, a period during which the Company's need is projected to be the
greatest. In addition, the modified covenants require the Company to achieve
certain earnings targets on a quarterly basis through fiscal 2001, including a
requirement to achieve adjusted earnings before interest, taxes, depreciation
and amortization ("Adjusted EBITDA"), as defined, of $16.5 million for the six
months ended March 31, 2001. Adjusted EBITDA, as defined, for the three months
ended December 30, 2000 was $6.6 million.

As of December 30, 2000, the Company had borrowings of $35.1 million and letters
of credit of $5.3 million outstanding under its $66.25 bank revolving credit
facility. Based upon eligible amounts of receivables and inventory at December
30, 2000, the Company had available additional borrowings of $19.8 million.
Effective April 1, 2001 the maximum amount available under the facility will
decline from $66.25 to $60.0 million. During the 14-day period ending April 16,
2001 and the 5-day period ending April 23, 2001, borrowings and outstanding
letters of credit under the revolving credit facility will be limited to $40
million and $35 million respectively.


                                       17
<PAGE>

Management believes the Company should be able to comply with its existing bank
financial covenants and should have sufficient cash flow to meet the Company's
obligations as they become due. However, Management is continuing to review the
Company's cash flow requirements particularly projected working capital
reductions. If the Company is unable to sufficiently reduce working capital, the
Company will not be able to reduce total outstanding borrowings and letters of
credit below $40 million for the 14-day period ending April 16, 2001 and to
below $35 million for the 5-day period ending April 23, 2001, as required by the
Bank Credit Facility. If the Company were unable to comply with the covenants in
the Bank Credit Facility, in order to avoid default it would be required to
obtain additional modifications to its Bank Credit Facility and/or additional
sources of funding. There can be no assurance, if needed, that such
modifications would be agreed to by the Bank Credit Facility Lenders or such
funding, would be available.

The Company expects that cash flows from foreign operations will be required to
meet its domestic debt service requirements. Such cash flows are expected to be
generated from intercompany interest expense on loans the Company has made to
certain of its foreign subsidiaries. The loans have been established with
amounts and interest rates to allow for repatriation without restriction or
additional tax burden. However, there is no assurance that the foreign
subsidiaries will generate the cash flow required to service the loans or that
the laws in the foreign jurisdictions will not change to limit repatriation or
increase the tax burden of repatriation.

Certain Subsidiaries of the Company

Grove Capital, a Delaware corporation, was organized as a direct wholly owned
subsidiary of the Company for the purpose of acting as a co-issuer of the Senior
Subordinated Notes and was also a co-registrant of the Registration Statement
for the Senior Subordinated Notes relating to the acquisition of The Grove
Companies from Hanson Funding (G) PLC and certain of its subsidiaries in April
1998. This was done so that certain institutional investors to which the Senior
Subordinated Notes were marketed that might otherwise have been restricted in
their ability to purchase debt securities issued by a limited liability company,
such as the Company, by reason of the legal investment laws of their states of
organization or their charter documents, would be able to invest in the Senior
Subordinated Notes. Grove Capital has no subsidiaries, nominal assets, no
liabilities (other than the co-obligation under the Senior Subordinated Notes)
and no operations. Grove Capital does not have any revenues and is prohibited
from engaging in any business activities. As a result, holders of the Senior
Subordinated Notes should not expect Grove Capital to participate in servicing
the interest and principal obligations on the Senior Subordinated Notes.

The payment obligations of the Company and Grove Capital under the Senior
Subordinated Notes are fully and unconditionally guaranteed on a joint and
several basis by the Subsidiary Guarantors (the "Subsidiary Guarantees'), all of
which are wholly owned. The Subsidiary Guarantors are Grove U.S. LLC, a Delaware
limited liability company, Grove Finance LLC, a Delaware limited liability
company, Crane Acquisition Corp., a Delaware corporation, Crane Holding Inc., a
Delaware corporation, and National Crane Corporation, a Delaware corporation.
Grove U.S. LLC and National Crane Corporation are the Company's domestic
operating subsidiaries and together hold substantially all of the Company's
domestic assets. The remaining subsidiaries of the Company, which are foreign
subsidiaries, have not issued, and are not expected to issue, Subsidiary
Guarantees.

No separate financial statements of the Subsidiary Guarantors and Grove Capital
are included in this report. The Company considers that such financial
statements would not be material to investors because: (i) this report does
include, in the notes to the combined and consolidated financial statements of
the Company, supplemental financial information, setting forth on a consolidated
basis, balance sheets, statements of operations and cash flows information for
the Subsidiary Guarantors, the Non-Guarantor Subsidiaries and the Company; and
(ii) the above-


                                       18
<PAGE>

mentioned note provides sufficient detail to allow investors to determine the
nature of the assets held by, and the operations and cash flows of the
Subsidiary Guarantors and Grove Capital.

The ability of the Company's subsidiaries to make cash distributions and loans
to the Company and the Subsidiary Guarantors is not significantly restricted
under the terms of the Senior Subordinated Notes, the Indenture governing the
Senior Subordinated Notes or the Bank Credit Facility. The obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee are limited so as not to
constitute a fraudulent conveyance under applicable law. For more information
regarding the assets, liabilities, revenues and cash flows of the Subsidiary
Guarantors and the Company's non-guarantor subsidiaries, see note 10 of Notes to
the Condensed Consolidated Financial Statements of the Company.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's principal market risk exposure is changing interest rates,
primarily changes in short-term interest rates. The Company does not enter into
financial instruments for trading or speculative purposes. The Company's policy
is to manage interest rates through use of a combination of fixed and floating
rate debt. The Company may also use derivative financial instruments to manage
its exposure to interest rate risk.

As of July 1, 2000, $210.0 million of the Company's long-term debt, which is
outstanding under its bank term facility, bears interest at LIBOR plus 4.0%
(10.2%). In addition the Company has $225.0 million of Senior Subordinated Notes
outstanding bearing interest at a fixed rate of 9.25%.

The Company has an interest rate collar to manage exposure to fluctuations in
interest rates on $100.0 million of its floating rate long-term debt through
September 2001. Under the agreement, the Company will receive on a $100.0
million notational amount, three month LIBOR and pay 6.5% anytime LIBOR exceeds
6.5%, and will receive three month LIBOR and pay 5.19% anytime LIBOR is below
5.19%. The agreement effectively caps the Company's exposure on $100.0 million
of its floating rate debt at 6.5% plus an applicable margin as detailed in the
Company's bank credit facility.

Movement in foreign currency exchange rates creates risk to the Company's
operations to the extent of sales made and costs incurred in foreign currencies.
The major foreign currencies, among others, in which the Company does business,
are the British pound sterling, German mark and French franc. In addition,
changes in currency exchange rates can affect the competitiveness of the
Company's products and could result in management reconsidering pricing
strategies to maintain market share. Specifically, the Company is most sensitive
to changes in the German mark relative to the dollar. During the past three
fiscal years, currency fluctuations have not had a significant impact on the
Company's results of operations.

In order to manage currency risk, the Company's practice is to contract for
purchases and sales of goods and services in the functional currency of the
Company's subsidiary executing the transaction. To the extent purchases or sales
are in currencies other than the functional currency of the subsidiary, the
Company will generally purchase forward contracts to hedge firm purchase and
sales commitments. As of December 30, 2000, the Company was party to one such
contract with an aggregate value of $3.5 million. This forward contract matures
in January 2001. The Company has not taken any action at this time to hedge its
net investment in foreign subsidiaries but may do so in the future.

The Company does not have any commodity contracts.


                                       19
<PAGE>

                                     PART II

Item 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings that have arisen in the
normal course of its operations. The outcome of these legal proceedings is
unlikely to have a material adverse effect on the Company. The Company is also
subject to product liability claims for which it believes it has adequate
insurance.

Item 2. CHANGES IN SECURITIES

      Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable.

Item 5. OTHER INFORMATION

      Not applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits.

  Exhibit No.                  Description of Exhibit

  27.1*                        Financial Data Schedule.

----------
*     Filed Herewith.

(b)   Reports on Form 8-K

  Date of report               Item reported

  October 31, 2000             Item 5. (Second Amendment and Waiver to the
                               Credit Agreement)


                                       20
<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.

                                    GROVE WORLDWIDE LLC


Date: February 13, 2001             By   /s/ Stephen L. Cripe
                                      ------------------------------------------
                                    Stephen L. Cripe
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       21