SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2003
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 333-89248
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NMHG Holding Co.
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(Exact name of registrant as specified in its charter)
DELAWARE 31-1637659
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
650 N.E. Holladay Street; Suite 1600; Portland, OR 97232
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(Address of principal executive offices) (Zip code)
(503)721-6000
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
NMHG HOLDING CO. IS A WHOLLY OWNED SUBSIDIARY OF NACCO INDUSTRIES, INC. AND
MEETS THE CONDITIONS IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q. WE ARE
FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT UNDER GENERAL INSTRUCTION H(2).
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.
YES X NO
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES X NO
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At July 31, 2003, 100 common shares were outstanding.
NMHG HOLDING CO.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1 Financial Statements Page Number
------ -------------------- -----------
Unaudited Condensed Consolidated Balance Sheets -
June 30, 2003 and December 31, 2002 3
Unaudited Condensed Consolidated Statements of Operations
for the Three Months and Six Months Ended June 30, 2003
and 2002 4
Unaudited Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2003 and 2002 5
Unaudited Condensed Consolidated Statements of Changes
in Stockholder's Equity for the Six Months Ended
June 30, 2003 and 2002 6
Notes to Unaudited Condensed Consolidated Financial
Statements 7-21
Item 2 Management's Discussion and Analysis of Financial
------ -------------------------------------------------
Condition and Results of Operations 22-28
-----------------------------------
Item 4 Controls and Procedures 29
------ -----------------------
Part II. OTHER INFORMATION
Item 1 Legal Proceedings 30
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Item 5 Other Information 30
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Item 6 Exhibits and Reports on Form 8-K 30
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Signature 31
Exhibit Index 32
2
PART I
FINANCIAL INFORMATION
Item 1 - Financial Statements
-----------------------------
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
NMHG HOLDING CO. AND SUBSIDIARIES
JUNE 30 DECEMBER 31
2003 2002
---------- -----------
(in millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents $ 28.7 $ 54.9
Accounts receivable, net 212.8 193.1
Tax advances, NACCO Industries, Inc. 20.8 16.4
Inventories 249.9 222.0
Deferred income taxes 23.9 21.6
Prepaid expenses and other 14.1 29.9
---------- ----------
Total Current Assets 550.2 537.9
Property, Plant and Equipment, Net 238.0 242.1
Goodwill 347.5 343.7
Other Non-current Assets 72.8 79.8
---------- ----------
Total Assets $ 1,208.5 $ 1,203.5
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 198.8 $ 186.9
Revolving credit agreements 15.6 31.3
Current maturities of long-term debt 19.1 20.0
Accrued payroll 18.8 23.3
Accrued warranty obligations 27.2 23.1
Other current liabilities 118.5 114.2
---------- ----------
Total Current Liabilities 398.0 398.8
Long-term Debt 272.3 273.5
Other Non-current Liabilities 134.9 147.8
Minority Interest .7 1.1
Stockholder's Equity
Common stock, par value $1 per share, 100 shares authorized;
100 shares outstanding --- ---
Capital in excess of par value 198.2 198.2
Retained earnings 230.8 226.8
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment 6.1 (10.3)
Minimum pension liability adjustment (31.9) (31.9)
Deferred loss on cash flow hedging (.6) (.5)
---------- ----------
402.6 382.3
---------- ----------
Total Liabilities and Stockholder's Equity $ 1,208.5 $ 1,203.5
========== ==========
See notes to unaudited condensed consolidated financial statements.
3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NMHG HOLDING CO. AND SUBSIDIARIES
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
---------------------- ------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
(in millions)
Revenues $ 428.4 $ 388.7 $ 847.4 $ 760.5
Cost of sales 352.9 320.2 697.1 630.3
--------- --------- --------- --------
Gross Profit 75.5 68.5 150.3 130.2
Selling, general and administrative expenses 59.9 58.1 122.0 113.2
--------- --------- --------- --------
Operating Profit 15.6 10.4 28.3 17.0
Other income (expense)
Interest expense (8.7) (8.6) (17.3) (14.1)
Loss on interest rate swap agreements (.3) (3.1) (.7) (2.8)
Income from unconsolidated affiliates 1.0 .1 1.7 1.1
Other - net .7 (1.0) .9 (.2)
--------- --------- --------- --------
(7.3) (12.6) (15.4) (16.0)
--------- --------- --------- --------
Income (Loss) Before Income Taxes and Minority Interest 8.3 (2.2) 12.9 1.0
Income tax provision (benefit) 2.8 (.7) 4.4 (1.6)
--------- --------- --------- --------
Income (Loss) Before Minority Interest 5.5 (1.5) 8.5 2.6
Minority interest income .2 .3 .5 .5
--------- --------- --------- --------
Net Income (Loss) $ 5.7 $ (1.2) $ 9.0 $ 3.1
========= ========= ========= ========
Comprehensive Income $ 20.4 $ 13.1 $ 25.3 $ 18.2
========= ========= ========= ========
See notes to unaudited condensed consolidated financial statements.
4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NMHG HOLDING CO. AND SUBSIDIARIES
SIX MONTHS ENDED
JUNE 30
---------------------------
2003 2002
--------- ---------
(in millions)
Operating Activities
Net income $ 9.0 $ 3.1
Adjustments to reconcile net income
to net cash provided by (used for) operating activities:
Depreciation and amortization 17.5 20.7
Deferred income taxes 2.4 5.0
Minority interest (.5) (.5)
Other non-cash items (1.9) 1.1
Working capital changes
Intercompany receivable/payable, affiliate (4.5) 15.1
Accounts receivable (14.8) (24.7)
Inventories (17.0) 16.1
Other current assets (4.7) (3.4)
Accounts payable and other liabilities 7.5 9.2
--------- ---------
Net cash (used for) provided by operating activities (7.0) 41.7
Investing Activities
Expenditures for property, plant and equipment (10.8) (9.1)
Proceeds from the sale of assets 13.0 .7
Proceeds from unconsolidated affiliates --- .7
--------- ---------
Net cash provided by (used for) investing activities 2.2 (7.7)
Financing Activities
Additions to long-term debt and revolving credit agreements 15.6 288.2
Reductions of long-term debt and revolving credit agreements (34.1) (297.2)
Cash dividends paid (2.5) (15.0)
Notes receivable/payable, NACCO Industries, Inc. --- (8.0)
Financing fees paid (.1) (13.0)
--------- ---------
Net cash used for financing activities (21.1) (45.0)
Effect of exchange rate changes on cash (.3) 2.3
--------- ---------
Cash and Cash Equivalents
Decrease for the period (26.2) (8.7)
Balance at the beginning of the period 54.9 59.6
--------- ---------
Balance at the end of the period $ 28.7 $ 50.9
========= =========
See notes to unaudited condensed consolidated financial statements.
5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
NMHG HOLDING CO. AND SUBSIDIARIES
SIX MONTHS ENDED
JUNE 30
--------------------------
2003 2002
--------- ---------
(in millions)
Common Stock $ --- $ ---
--------- ---------
Capital in Excess of Par Value 198.2 198.2
--------- ---------
Retained Earnings
Beginning balance 226.8 229.5
Net income 9.0 3.1
Cash dividends declared (5.0) (15.0)
--------- ---------
230.8 217.6
--------- ---------
Accumulated Other Comprehensive Income (Loss)
Beginning balance (42.7) (45.7)
Foreign currency translation adjustment 16.4 11.6
Reclassification of hedging activity into earnings .1 1.8
Current period cash flow hedging activity (.2) 1.7
--------- ---------
(26.4) (30.6)
--------- ---------
Total Stockholder's Equity $ 402.6 $ 385.2
========= =========
See notes to unaudited condensed consolidated financial statements.
6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NMHG HOLDING CO. AND SUBSIDIARIES
JUNE 30, 2003
(Tabular Amounts in Millions)
Note 1 - Basis of Presentation
------------------------------
The accompanying unaudited condensed consolidated financial statements include
the accounts of NMHG Holding Co. ("NMHG Holding," the parent company), a
Delaware corporation, and its wholly owned subsidiaries, NACCO Materials
Handling Group, Inc. ("NMHG Wholesale") and NMHG Distribution Co. ("NMHG
Retail") (collectively, "NMHG" or the "Company"). Intercompany accounts and
transactions have been eliminated. NMHG Holding is a wholly owned subsidiary of
NACCO Industries, Inc. ("NACCO"). The Company's subsidiaries operate in the lift
truck industry. The Company manages its lift truck operations as two reportable
segments: wholesale manufacturing and retail distribution.
NMHG designs, engineers, manufactures, sells, services and leases a
comprehensive line of lift trucks and aftermarket parts and service marketed
globally under the Hyster(R) and Yale(R) brand names. NMHG Wholesale includes
the manufacture and sale of lift trucks and related service parts, primarily to
independent and wholly owned Hyster and Yale retail dealerships. NMHG Retail
includes the sale, leasing and service of Hyster and Yale lift trucks and
related service parts by wholly owned retail dealerships and rental companies.
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the financial position of the
Company as of June 30, 2003 and the results of its operations for the three and
six month periods ended June 30, 2003 and 2002, and the results of its cash
flows and changes in stockholder's equity for the six month periods ended June
30, 2003 and 2002 have been included.
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information or
notes required by accounting principles generally accepted in the United States
for complete financial statements.
Operating results for the three and six month periods ended June 30, 2003 are
not necessarily indicative of the results that may be expected for the remainder
of the year ending December 31, 2003. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002.
Certain amounts in the prior period's Unaudited Condensed Consolidated Statement
of Cash Flow have been reclassified to conform to the current period's
presentation.
Note 2 - Inventories
--------------------
Inventories are summarized as follows:
JUNE 30 DECEMBER 31
2003 2002
----------- ---------------
Manufactured inventories:
Finished goods and service parts $ 112.1 $ 99.9
Raw materials and work in process 121.2 110.3
----------- ---------------
Total manufactured inventories 233.3 210.2
Retail inventories 30.2 23.4
----------- ---------------
Total inventories at FIFO 263.5 233.6
LIFO reserve (13.6) (11.6)
----------- ---------------
$ 249.9 $ 222.0
=========== ===============
The cost of certain manufactured and retail inventories, including service
parts, has been determined using the LIFO method. At June 30, 2003 and December
31, 2002, 62% and 64%, respectively, of total
7
inventories were determined using the LIFO method. An actual valuation of
inventory under the LIFO method can be made only at the end of the 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 estimates are subject to
change and may be different than the actual inventory levels and costs at
year-end, interim results are subject to the final year-end LIFO inventory
valuation.
Note 3 - Restructuring Charges
------------------------------
The changes to the Company's restructuring accruals since December 31, 2002 are
as follows:
Asset Lease
Severance Impairment Impairment Other Total
--------- ---------- ---------- ----- -----
NMHG Wholesale
Balance at December 31, 2002 $ 9.3 $ 3.8 $ --- $ .9 $ 14.0(a)
Foreign currency effect .2 --- --- --- .2
Reversal (.3) --- --- --- (.3)
Payments (1.6) --- --- --- (1.6)
------------------------------------------------
Balance at June 30, 2003 $ 7.6 $ 3.8 $ --- $ .9 $ 12.3
================================================
NMHG Retail
Balance at December 31, 2002 $ 1.5 $ --- $ .1 $ --- $ 1.6
Reversal (.4) --- --- --- (.4)
Payments (.3) --- (.1) --- (.4)
------------------------------------------------
Balance at June 30, 2003 $ .8 $ --- $ --- $ --- $ .8
================================================
(a) The December 31, 2002 balance indicated in the table above does not include
$7.6 million in curtailment losses relating to pension and other post-retirement
benefits which will not be paid until employees reach retirement age. These
amounts were accrued in the fiscal year ended December 31, 2000 as part of the
restructuring of the Danville, Illinois assembly plant. Final severance payments
for the Danville restructuring plan were made in 2002.
NMHG 2002 Restructuring Program
As announced in December 2002, NMHG Wholesale is phasing out its Lenoir, North
Carolina, lift truck component facility and restructuring other manufacturing
and administrative operations, primarily its Irvine, Scotland, lift truck
assembly and component facility. During the fourth quarter of 2002, NMHG
Wholesale recognized a restructuring charge of approximately $12.5 million
pre-tax. Of this amount, $3.8 million relates to a non-cash asset impairment
charge for building, machinery and tooling, which was determined based on the
then current market values for similar assets and broker quotes as compared to
the net book value of these assets; and $8.7 million relates to severance and
other employee benefits to be paid to approximately 615 manufacturing and
administrative employees. Payments began during the second quarter of 2003. As
of June 30, 2003, payments of $0.7 million were made to approximately 100
employees. Payments are expected to continue through 2005. In addition, $0.3
million of the amount accrued at December 31, 2002 was reversed in the first
half of 2003. Approximately $2.5 million of pre-tax costs which were not
eligible for accrual in December 2002 and are not shown in the table above,
primarily related to manufacturing inefficiencies, were expensed in the first
half of 2003. Of the $2.5 million additional costs incurred during 2003, $2.3
million is classified as cost of sales and $0.2 million is classified as
selling, general, and administrative expenses in the Unaudited Condensed
Consolidated Statement of Operations for the six months ended June 30, 2003.
NMHG 2001 Restructuring Programs
During 2001, management committed to the restructuring of certain operations in
Europe for both the Wholesale and Retail segments of the business. As such, NMHG
Wholesale recognized a restructuring charge of approximately $4.5 million
pre-tax for severance and other employee benefits to be paid to approximately
285 direct and indirect factory labor and administrative personnel in Europe. As
of December 31, 2002, payments of $3.4 million to approximately 245 employees
had been made and $0.2 million of the amount originally accrued was reversed in
2002. Although the majority of the headcount reductions were made by the end of
2002, payments of $0.9 million to 16 employees were made during the first six
months of 2003.
8
NMHG Retail recognized a restructuring charge of approximately $4.7 million
pre-tax in 2001, of which $0.4 million related to lease termination costs and
$4.3 million related to severance and other employee benefits to be paid to
approximately 140 service technicians, salesmen and administrative personnel at
wholly owned dealers in Europe. As of December 31, 2002, severance payments of
$2.8 million had been made to approximately 110 employees. Although the majority
of the headcount reductions were made by the end of 2002, during the first half
of 2003, severance payments of $0.3 million were made to six employees. In
addition, $0.4 million of the amount accrued at December 31, 2002 was reversed
in the first six months of 2003.
Note 4 - Accounting for Guarantees
----------------------------------
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." FIN No. 45 requires guarantors to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee for those guarantees initiated or modified after December
31, 2002. However, certain guarantees, including product warranties and
guarantees between parties under common control (i.e., parent and subsidiary),
are not required to be recognized at fair value at inception. FIN No. 45 also
requires additional disclosures of guarantees, including product warranties and
guarantees between parties under common control, beginning with interim or
annual periods ending after December 15, 2002. Guarantees initiated prior to
December 31, 2002 are not recognized as a liability measured at fair value per
this Interpretation, but are subject to the disclosure requirements. The Company
has made the required disclosures in these financial statements. Also, the
Company has recognized guarantees included within the scope of this
Interpretation and initiated after December 31, 2002 as liabilities measured at
fair value. The adoption of the fair value provisions of this Interpretation did
not have a material impact on the Company's financial position or results of
operations for the three or six months ended June 30, 2003.
Under various financing arrangements for certain customers, including
independently owned retail dealerships, NMHG provides guarantees of the residual
values of lift trucks, or recourse or repurchase obligations such that NMHG
would be obligated in the event of default by the customer. Terms of the
third-party financing arrangements for which NMHG is providing a guarantee
generally range from one to five years. Total guarantees and amounts subject to
recourse or repurchase obligations at June 30, 2003 and December 31, 2002 were
$168.2 million and $153.6 million, respectively. Losses anticipated under the
terms of the guarantees, recourse or repurchase obligations, which are not
significant, have been reserved for in the accompanying Unaudited Condensed
Consolidated Financial Statements. Generally, NMHG retains a security interest
in the related assets financed such that, in the event that NMHG would become
obligated under the terms of the recourse or repurchase obligations, NMHG would
take title to the assets financed. The fair value of collateral held at June 30,
2003 was approximately $180.7 million, based on Company estimates.
NMHG has a 20% ownership interest in NMHG Financial Services, Inc. ("NFS"), a
joint venture with GE Capital Corporation ("GECC"), formed primarily for the
purpose of providing financial services to Hyster and Yale lift truck dealers
and national account customers in the United States. NMHG's ownership in NFS is
accounted for using the equity method of accounting. Generally, NMHG sells lift
trucks through its independent dealer network or directly to customers. These
dealers and customers may enter into a financing transaction with NFS or another
unrelated third-party. NFS provides debt financing to dealers and lease
financing to both dealers and customers. On occasion, the credit quality of the
customer or concentration issues within GECC necessitate providing standby
recourse or repurchase obligations or a guarantee of the residual value of the
lift trucks purchased by customers and financed through NFS. At June 30, 2003,
$122.2 million of the $168.2 million of guarantees discussed above related to
transactions with NFS. In addition, in connection with the formation of the
current joint venture agreement that expires in April 2004, NMHG also provides a
guarantee to GECC for 20% of NFS' debt with GECC, such that NMHG would become
liable under the terms of NFS' debt agreements with GECC in the case of default
by NFS. At June 30, 2003, the amount of NFS' debt guaranteed by NMHG was $101.2
million. NFS has not defaulted under the terms of this debt financing in the
past and NMHG does not expect NFS to default in the foreseeable future.
NMHG provides a standard warranty on its lift trucks, generally for six to
twelve months or 1,000 to 2,000 hours. In addition, NMHG sells extended warranty
agreements which provide additional warranty up to three to five years or up to
3,600 to 10,000 hours. The specific terms and conditions of those warranties
vary depending upon the product sold and the country in which NMHG does
business. Revenue received for the sale of extended warranty contracts is
deferred and recognized in the same manner as the costs are incurred to perform
under the warranty contracts, in accordance with FASB Technical Bulletin 90-1,
9
"Accounting for Separately Priced Extended Warranty and Product Maintenance
Contracts." The Company estimates the costs that may be incurred under its
warranty programs, both standard and extended, and records a liability for such
costs at the time product revenue is recognized. Factors that affect the
Company's warranty liability include the number of units sold, historical and
anticipated rates of warranty claims and the cost per claim. The Company
periodically assesses the adequacy of its recorded warranty liabilities and
adjusts the amounts as necessary.
Changes in the Company's current and long-term warranty obligations, including
deferred revenue on extended warranty contracts, during the six months ended
June 30, 2003 are as follows:
Balance at December 31, 2002 $ 41.9
Warranties issued 16.8
Settlements made (16.1)
Changes in estimates (2.2)
Foreign currency effect .2
---------
Balance at June 30, 2003 $ 40.6
=========
The Company's periodic review of the estimates used to calculate its warranty
obligations resulted in an adjustment of $2.2 million recognized in the six
months ended June 30, 2003 to reduce the estimated required accrual at June 30,
2003. This adjustment is not necessarily indicative of future trends or
adjustments that may be required to adjust the warranty accrual during the
remainder of 2003.
10
Note 5 - Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial
--------------------------------------------------------------------------------
Information
-----------
The following tables set forth the unaudited condensed consolidating statements
of operations for the three and six month periods ended June 30, 2003 and 2002,
the condensed consolidating statements of cash flows for the six month periods
ended June 30, 2003 and 2002 and the condensed consolidating balance sheets as
of June 30, 2003 and December 31, 2002. The following information is included as
a result of the guarantee of the Parent Company's Senior Notes by each of NMHG's
wholly owned U.S. subsidiaries ("Guarantor Companies"). None of the Company's
other subsidiaries has guaranteed the Senior Notes. Each of the guarantees is
joint and several and full and unconditional. "NMHG Holding" includes the
consolidated financial results of the parent company only, with all of its
wholly owned subsidiaries accounted for under the equity method.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ --------- ------------- ------------- ------------
Revenues $ --- $ 257.5 $ 231.2 $ (60.3) $ 428.4
Cost of sales --- 219.8 193.4 (60.3) 352.9
Selling, general, and
administrative expenses --- 29.5 30.4 --- 59.9
------------ --------- ------------- ------------- ------------
Operating profit --- 8.2 7.4 --- 15.6
Interest expense --- (7.0) (1.7) --- (8.7)
Other income --- .3 .1 --- .4
------------ --------- ------------- ------------ ------------
Income before
income taxes, minority
interest and income from
unconsolidated affiliates --- 1.5 5.8 --- 7.3
Income tax provision --- 1.3 1.5 --- 2.8
Minority interest income --- --- .2 --- .2
Income (loss) from
unconsolidated affiliates 5.7 5.5 --- (10.2) 1.0
------------ --------- ------------ ------------ -----------
Net income (loss) $ 5.7 $ 5.7 $ 4.5 $ (10.2) $ 5.7
============ ========= ============ ============ ===========
11
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ --------- ------------- ------------- ------------
Revenues $ --- $ 248.3 $ 181.0 $ (40.6) $ 388.7
Cost of sales --- 206.1 154.1 (40.0) 320.2
Selling, general, and
administrative expenses --- 31.0 26.9 .2 58.1
------------ --------- ------------ ------------ -----------
Operating profit (loss) --- 11.2 --- (.8) 10.4
Interest expense (1.8) (5.7) (2.2) 1.1 (8.6)
Other expense --- (2.4) (1.7) --- (4.1)
------------ --------- ------------ ------------ -----------
Income (loss) before
income taxes, minority
interest and income from
unconsolidated affiliates (1.8) 3.1 (3.9) .3 (2.3)
Income tax provision (benefit) (.8) (1.7) 1.6 .2 (.7)
Minority interest income --- --- .3 --- .3
Income (loss) from
unconsolidated affiliates (.2) (5.0) --- 5.3 .1
------------ -------- ----------- ------------ -----------
Net income (loss) $ (1.2) $ (.2) $ (5.2) $ 5.4 $ (1.2)
============ ======== =========== ============ ===========
12
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ --------- ------------- ------------- ------------
Revenues $ --- $ 520.3 $ 445.3 $ (118.2) $ 847.4
Cost of sales --- 441.6 373.7 (118.2) 697.1
Selling, general, and
administrative expenses --- 62.1 59.9 --- 122.0
------------ --------- ------------- ------------- ------------
Operating profit --- 16.6 11.7 --- 28.3
Interest expense --- (14.0) (3.3) --- (17.3)
Other income --- --- .2 --- .2
------------ --------- -------------- ------------- ------------
Income before income
taxes, minority interest and
income from
unconsolidated affiliates --- 2.6 8.6 --- 11.2
Income tax provision --- 2.2 2.2 --- 4.4
Minority interest income --- --- .5 --- .5
Income (loss) from
unconsolidated affiliates 9.0 8.6 --- (15.9) 1.7
------------ -------- ------------- ------------- ------------
Net income (loss) $ 9.0 $ 9.0 $ 6.9 $ (15.9) $ 9.0
============ ======== ============= ============= ============
13
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ --------- ------------- ------------- ------------
Revenues $ --- $ 487.4 $ 362.3 $ (89.2) $ 760.5
Cost of sales --- 414.3 305.2 (89.2) 630.3
Selling, general, and
administrative expenses --- 61.7 51.5 --- 113.2
------------ --------- ------------- -------------- ------------
Operating profit --- 11.4 5.6 --- 17.0
Interest expense (3.6) (8.2) (2.3) --- (14.1)
Other income (expense) --- (1.0) (2.0) --- (3.0)
------------ --------- ------------- -------------- ------------
Income (loss) before income
taxes, minority interest and
income from
unconsolidated affiliates (3.6) 2.2 1.3 --- (.1)
Income tax provision (benefit) (1.4) (1.8) 1.6 --- (1.6)
Minority interest income --- --- .5 --- .5
Income (loss) from
unconsolidated affiliates 5.3 1.3 --- (5.5) 1.1
------------ --------- ------------- -------------- ------------
Net income (loss) $ 3.1 $ 5.3 $ .2 $ (5.5) $ 3.1
============ ========= ============= ============== ============
14
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JUNE 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
----------- --------- ------------- ------------- ------------
Cash and cash equivalents $ --- $ 6.1 $ 22.6 $ --- $ 28.7
Accounts and notes receivable, net 9.5 92.5 192.4 (81.6) 212.8
Inventories --- 130.8 119.1 --- 249.9
Other current assets 2.8 43.2 16.0 (3.2) 58.8
----------- --------- ------------- ------------- ------------
Total current assets 12.3 272.6 350.1 (84.8) 550.2
Property, plant and equipment, net --- 131.0 107.0 --- 238.0
Goodwill --- 307.3 40.2 --- 347.5
Other non-current assets 645.4 278.6 31.7 (882.9) 72.8
----------- --------- ------------- ------------- -------------
Total Assets $ 657.7 $ 989.5 $ 529.0 $ (967.7) $ 1,208.5
=========== ========= ============= ============= ============
Accounts and intercompany notes
payable $ 2.5 $ 126.9 $ 141.9 $ (72.5) $ 198.8
Other current liabilities 3.3 113.7 82.9 (16.3) 183.6
Revolving credit agreements 2.0 --- 13.6 --- 15.6
----------- --------- ------------- ------------- ------------
Total current liabilities 7.8 240.6 238.4 (88.8) 398.0
Long-term debt 247.3 261.8 41.4 (278.2) 272.3
Other long-term liabilities --- 105.4 46.7 (16.5) 135.6
Stockholder's equity 402.6 381.7 202.5 (584.2) 402.6
----------- --------- ------------- ------------- ------------
Total liabilities and stockholder's equity $ 657.7 $ 989.5 $ 529.0 $ (967.7) $ 1,208.5
=========== ========= ============= ============= ============
15
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
----------- --------- ------------- ------------- ------------
Cash and cash equivalents $ --- $ 5.3 $ 49.6 $ --- $ 54.9
Accounts and notes receivable, net 259.7 120.3 161.7 (348.6) 193.1
Inventories --- 121.5 100.5 --- 222.0
Other current assets 3.7 55.2 9.3 (.3) 67.9
------------ --------- ------------- ------------- -------------
Total current assets 263.4 302.3 321.1 (348.9) 537.9
Property, plant and equipment, net --- 133.3 108.8 --- 242.1
Goodwill --- 307.3 36.4 --- 343.7
Other non-current assets 374.8 238.4 27.1 (560.5) 79.8
------------ --------- ------------- ------------- -------------
Total Assets $ 638.2 $ 981.3 $ 493.4 $ (909.4) $ 1,203.5
============ ========= ============= ============= =============
Accounts and intercompany notes
payable $ --- $ 375.2 $ 152.5 $ (340.8) $ 186.9
Other current liabilities 3.6 114.4 75.1 (12.5) 180.6
Revolving credit agreements 5.2 --- 26.1 --- 31.3
------------ --------- ------------- ------------- -------------
Total current liabilities 8.8 489.6 253.7 (353.3) 398.8
Long-term debt 247.1 11.5 14.9 --- 273.5
Other long-term liabilities --- 118.7 44.2 (14.0) 148.9
Stockholder's equity 382.3 361.5 180.6 (542.1) 382.3
------------ --------- ------------- ------------- -------------
Total liabilities and stockholder's equity $ 638.2 $ 981.3 $ 493.4 $ (909.4) $ 1,203.5
============ ========= ============= ============= =============
16
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ --------- ------------- ------------- ------------
Net cash provided by (used for) operating
activities $ 3.1 $ 4.5 $ (9.3) $ (5.3) $ (7.0)
Investing activities
Expenditures for property, plant and equipment --- (6.3) (4.5) --- (10.8)
Proceeds from the sale of assets --- 11.5 1.5 --- 13.0
------------ ---------- ------------- ------------- -------------
Net cash provided by (used for) investing
activities --- 5.2 (3.0) --- 2.2
Financing activities
Additions to long-term debt and revolving
credit agreements --- 2.1 13.5 --- 15.6
Reductions of long-term debt and revolving
credit agreements (3.1) (1.9) (29.1) --- (34.1)
Notes receivable/payable, affiliates 2.6 (6.6) 1.2 2.8 ---
Other-net (2.6) (2.5) --- 2.5 (2.6)
------------ ---------- -------------- ------------- -------------
Net cash provided by (used for) financing
activities (3.1) (8.9) (14.4) 5.3 (21.1)
Effect of exchange rate changes on cash --- --- (.3) --- (.3)
------------ ---------- -------------- ------------- -------------
Cash and cash equivalents
Increase (decrease) for the period --- .8 (27.0) --- (26.2)
Balance at the beginning of the period --- 5.3 49.6 --- 54.9
------------ ---------- -------------- ------------- -------------
Balance at the end of the period $ --- $ 6.1 $ 22.6 $ --- $ 28.7
============ ========== ============== ============= =============
17
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
----------- --------- ------------- ------------- ------------
Net cash provided by (used for) operating
activities $ (3.4) $ 44.5 $ .4 $ .2 $ 41.7
Investing activities
Expenditures for property, plant and equipment --- (6.1) (2.5) (.5) (9.1)
Proceeds from the sale of assets --- .4 .3 --- .7
Other-net 132.7 .7 --- (132.7) .7
----------- --------- ------------- ------------- ------------
Net cash provided by (used for) investing
activities 132.7 (5.0) (2.2) (133.2) (7.7)
Financing activities
Additions to long-term debt and revolving
credit agreements 266.2 4.5 17.5 --- 288.2
Reductions of long-term debt and revolving
credit agreements --- (277.1) (20.1) --- (297.2)
Notes receivable/payable, affiliates (367.6) 355.9 3.4 .3 (8.0)
Other-net (27.9) (132.8) --- 132.7 (28.0)
----------- --------- ------------- ------------- ------------
Net cash provided by (used for) financing
activities (129.3) (49.5) .8 133.0 (45.0)
Effect of exchange rate changes on cash --- --- 2.3 --- 2.3
----------- --------- ------------- ------------- ------------
Cash and cash equivalents
Increase (decrease) for the period --- (10.0) 1.3 --- (8.7)
Balance at the beginning of the period --- 21.9 37.7 --- 59.6
----------- --------- ------------- ------------- ------------
Balance at the end of the period $ --- $ 11.9 $ 39.0 $ --- $ 50.9
=========== ========= ============= ============= ============
18
Note 6 - Segment Information
----------------------------
Financial information for each of the Company's reportable segments, as defined
by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," is presented in the following table.
NMHG Wholesale derives a portion of its revenues from transactions with NMHG
Retail. The amount of these revenues, which are based on current market prices
of similar third-party transactions, are indicated in the following table on the
line "NMHG Eliminations" in the revenues section.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------------ ------------------------------
2003 2002 2003 2002
-------------- ------------- -------------- --------------
REVENUES FROM EXTERNAL CUSTOMERS
NMHG Wholesale $ 389.2 $ 347.2 $ 771.8 $ 674.9
NMHG Retail 57.5 58.6 111.4 114.8
NMHG Eliminations (18.3) (17.1) (35.8) (29.2)
-------------- ------------- -------------- --------------
NMHG Consolidated $ 428.4 $ 388.7 $ 847.4 $ 760.5
============== ============= ============== ==============
GROSS PROFIT
NMHG Wholesale $ 64.3 $ 57.6 $ 128.4 $ 106.4
NMHG Retail 11.5 10.6 21.8 22.9
NMHG Eliminations (.3) .3 .1 .9
-------------- ------------- -------------- --------------
NMHG Consolidated $ 75.5 $ 68.5 $ 150.3 $ 130.2
============== ============= ============== ==============
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
NMHG Wholesale $ 48.8 $ 44.4 $ 99.2 $ 86.8
NMHG Retail 11.2 14.0 22.9 27.0
NMHG Eliminations (.1) (.3) (.1) (.6)
-------------- ------------- -------------- --------------
NMHG Consolidated $ 59.9 $ 58.1 $ 122.0 $ 113.2
============== ============= ============== ==============
OPERATING PROFIT (LOSS)
NMHG Wholesale $ 15.5 $ 13.2 $ 29.2 $ 19.6
NMHG Retail .3 (3.4) (1.1) (4.1)
NMHG Eliminations (.2) .6 .2 1.5
-------------- ------------- -------------- --------------
NMHG Consolidated $ 15.6 $ 10.4 $ 28.3 $ 17.0
============== ============= ============== ==============
INTEREST EXPENSE
NMHG Wholesale $ (7.3) $ (6.6) $ (14.5) $ (10.2)
NMHG Retail (.9) (.9) (1.8) (1.7)
NMHG Eliminations (.5) (1.1) (1.0) (2.2)
-------------- -------------- -------------- --------------
NMHG Consolidated $ (8.7) $ (8.6) $ (17.3) $ (14.1)
============== ============== ============== ==============
INTEREST INCOME
NMHG Wholesale $ .7 $ .6 $ 1.2 $ 1.2
NMHG Retail --- --- .1 ---
-------------- ------------- -------------- --------------
NMHG Consolidated $ .7 $ .6 $ 1.3 $ 1.2
============== ============= ============== ==============
OTHER-NET, INCOME (EXPENSE)
NMHG Wholesale $ .3 $ (3.6) $ --- $ (2.1)
NMHG Retail .4 (1.0) .6 (1.0)
-------------- ------------- -------------- --------------
NMHG Consolidated $ .7 $ (4.6) $ .6 $ (3.1)
============== ============== ============== ==============
19
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------------- ----------------------------
2003 2002 2003 2002
-------------- -------------- ------------- ------------
INCOME TAX PROVISION (BENEFIT)
NMHG Wholesale $ 3.1 $ 1.4 $ 5.4 $ .9
NMHG Retail --- (1.9) (.7) (2.2)
NMHG Eliminations (.3) (.2) (.3) (.3)
-------------- -------------- ------------- ------------
NMHG Consolidated $ 2.8 $ (.7) $ 4.4 $ (1.6)
============== ============== ============= ============
NET INCOME (LOSS)
NMHG Wholesale $ 6.3 $ 2.5 $ 11.0 $ 8.1
NMHG Retail (.2) (3.4) (1.5) (4.6)
NMHG Eliminations (.4) (.3) (.5) (.4)
-------------- -------------- ------------- ------------
NMHG Consolidated $ 5.7 $ (1.2) $ 9.0 $ 3.1
============== ============== ============= ============
DEPRECIATION, DEPLETION AND
AMORTIZATION EXPENSE
NMHG Wholesale $ 6.6 $ 7.6 $ 13.2 $ 15.2
NMHG Retail 2.4 2.5 4.3 5.5
-------------- -------------- ------------- ------------
NMHG Consolidated $ 9.0 $ 10.1 $ 17.5 $ 20.7
============== ============== ============= ============
CAPITAL EXPENDITURES
NMHG Wholesale $ 5.6 $ 2.4 $ 8.4 $ 7.8
NMHG Retail 1.7 .5 2.4 1.3
-------------- -------------- ------------- ------------
NMHG Consolidated $ 7.3 $ 2.9 $ 10.8 $ 9.1
============== ============== ============= ============
JUNE 30 DECEMBER 31
2003 2002
--------------- ----------------
TOTAL ASSETS
NMHG Wholesale $ 1,117.7 $ 1,070.7
NMHG Retail 172.0 187.7
NMHG Holding/Eliminations (81.2) (54.9)
--------------- ----------------
NMHG Consolidated $ 1,208.5 $ 1,203.5
=============== =================
NACCO charges fees to its operating subsidiaries for services provided by
NACCO's corporate headquarters. The amounts charged to NMHG were $2.1 million
and $4.1 million for the three and six month periods ended June 30, 2003,
respectively. This compares with $1.7 million and $3.5 million for the three and
six month periods ended June 30, 2002, respectively.
20
Note 7 - Accounting Standards Not Yet Adopted
---------------------------------------------
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN No. 46 clarifies the application of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements" for certain entities in
which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties. FIN No. 46 requires that variable interest entities, as defined,
should be consolidated by the primary beneficiary, which is defined as the
entity that is expected to absorb the majority of the expected losses, receive a
majority of the expected gains, or both.
The Company will adopt this Interpretation for the reporting period beginning on
July 1, 2003, as required. NMHG does have an interest in a variable interest
entity, NFS. The Company, however, has concluded that NMHG is not the primary
beneficiary and the Company does not consider NMHG's variable interest to be
significant. NMHG will continue to use the equity method to account for its 20%
interest in NFS. The Company continues to review two other entities with which
NMHG is affiliated to determine if they meet the definition of a variable
interest entity. The Company expects to have its analysis complete and adopt FIN
No. 46 during the third quarter of 2003.
On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This Statement amends and
clarifies accounting for derivatives and hedging based on decisions made: (a)
previously as part of the Derivative Implementation Group process, (b) in
connection with other FASB projects and (c) regarding other issues raised,
including the characteristics of a derivative that contains a financing
component. This Statement is effective for contracts entered into or modified
after June 30, 2003 and should be applied prospectively, with the exception of
certain transactions. The Company has not yet determined what impact, if any,
the adoption of this Statement will have on its results of operations or
financial position.
On May 15, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
provides guidance on how an entity classifies and measures certain financial
instruments with characteristics of both liabilities and equity. This Statement
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. This Statement requires the recognition of a
cumulative effect of a change in accounting transition adjustment for financial
instruments existing at adoption date. The Company has not yet determined what
impact, if any, the adoption of this Statement will have on its results of
operations or financial position.
Note 8 - Equity Investments
---------------------------
NMHG has a 20% ownership interest in NFS, a joint venture with GECC, formed
primarily for the purpose of providing financial services to Hyster and Yale
lift truck dealers and national account customers in the United States. NMHG's
ownership in NFS is accounted for using the equity method of accounting. See
Notes 4 and 7.
NMHG has a 50% ownership interest in Sumitomo NACCO Materials Handling Company,
Ltd. ("SN"), a limited liability company which was formed primarily for the
manufacture and distribution of Sumitomo-Yale branded lift trucks in Japan and
the export of Hyster and Yale branded lift trucks and related components and
service parts outside of Japan. NMHG purchases products from SN under normal
trade terms.
Summarized financial information for these equity investments is as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------- ------------------
2003 2002 2003 2002
------- ------- ------- ------
Revenues $ 63.5 $ 54.9 $ 119.9 $ 94.9
Gross Profit $ 21.9 $ 18.7 $ 42.0 $ 31.2
Net Income $ 2.9 $ 2.1 $ 6.3 $ 3.6
21
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Tabular Amounts in Millions)
=================================================================
Critical Accounting Policies and Estimates
=================================================================
Please refer to the discussion of the Company's Critical Accounting Policies and
Estimates as disclosed on pages 10 and 11 in the Company's Form 10-K for the
fiscal year ended December 31, 2002.
==================================
FINANCIAL REVIEW
==================================
The segment and geographic results of operations for NMHG were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
2003 2002 2003 2002
------------ ----------- ----------- -----------
Revenues
Wholesale
Americas $ 251.7 $ 237.6 $ 507.9 $ 465.9
Europe, Africa and Middle East 111.5 92.2 214.2 176.8
Asia-Pacific 26.0 17.4 49.7 32.2
------------ ----------- ----------- -----------
389.2 347.2 771.8 674.9
------------ ----------- ----------- -----------
Retail (net of eliminations)
Americas .5 6.4 1.2 14.0
Europe, Africa and Middle East 19.9 16.2 37.4 32.3
Asia-Pacific 18.8 18.9 37.0 39.3
------------ ----------- ----------- -----------
39.2 41.5 75.6 85.6
------------ ----------- ----------- -----------
NMHG Consolidated $ 428.4 $ 388.7 $ 847.4 $ 760.5
============ =========== =========== ===========
Operating profit (loss)
Wholesale
Americas $ 13.0 $ 11.6 $ 26.2 $ 20.8
Europe, Africa and Middle East 1.6 1.8 2.1 (1.0)
Asia-Pacific .9 (.2) .9 (.2)
------------ ----------- ----------- -----------
15.5 13.2 29.2 19.6
------------ ----------- ----------- -----------
Retail (net of eliminations)
Americas (.1) (.4) .1 (.2)
Europe, Africa and Middle East (.8) .7 (2.3) 1.0
Asia-Pacific 1.0 (3.1) 1.3 (3.4)
------------ ----------- ----------- -----------
.1 (2.8) (.9) (2.6)
------------ ----------- ----------- -----------
NMHG Consolidated $ 15.6 $ 10.4 $ 28.3 $ 17.0
============ =========== =========== ===========
22
FINANCIAL REVIEW - continued
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- -------------------------
2003 2002 2003 2002
------------ ----------- ----------- -----------
Interest expense
Wholesale $ (7.3) $ (6.6) $ (14.5) $ (10.2)
Retail (net of eliminations) (1.4) (2.0) (2.8) (3.9)
------------ ----------- ----------- -----------
NMHG Consolidated $ (8.7) $ (8.6) $ (17.3) $ (14.1)
============ =========== =========== ===========
Other-net
Wholesale $ 1.0 $ (3.0) $ 1.2 $ (.9)
Retail (net of eliminations) .4 (1.0) .7 (1.0)
------------ ----------- ----------- -----------
NMHG Consolidated $ 1.4 $ (4.0) $ 1.9 $ (1.9)
============ =========== =========== ===========
Net income (loss)
Wholesale $ 6.3 $ 2.5 $ 11.0 $ 8.1
Retail (net of eliminations) (.6) (3.7) (2.0) (5.0)
------------ ----------- ----------- -----------
NMHG Consolidated $ 5.7 $ (1.2) $ 9.0 $ 3.1
============ =========== =========== ===========
Effective tax rate
Wholesale 33.7% 38.9% 34.0% 10.6%
Retail (net of eliminations) 33.3% 36.2% 33.3% 33.3%
NMHG Consolidated 33.7% 31.8% 34.1% (a)
(a) The effective tax rate for the six months ended June 30, 2002 for NMHG
Consolidated is not meaningful. See below.
The effective tax rate for the six months ended June 30, 2002 is 10.6% for NMHG
Wholesale and is not meaningful for NMHG Consolidated due to a $1.9 million tax
benefit recognized in the first quarter of 2002 related to the recognition of
previously generated losses in China, combined with a relatively low level of
pre-tax income. These factors resulted in a net tax benefit generated on pre-tax
income for NMHG Consolidated.
Second Quarter of 2003 Compared with Second Quarter of 2002
NMHG Wholesale: Revenues increased to $389.2 million in the second quarter of
2003, up 12.1% from $347.2 million in the second quarter of 2002. The increase
in revenues was largely due to increased unit volume worldwide, a shift in mix
to higher-priced lift trucks and favorable foreign currency movements. Lift
truck shipments increased 5.1% to 16,961 units in the second quarter of 2003
from 16,135 units in the second quarter of 2002.
Operating profit increased to $15.5 million in the second quarter of 2003 from
$13.2 million in the second quarter of 2002. Operating profit improved primarily
due to (i) a favorable shift in mix to higher-margin lift trucks, (ii) a $1.6
million favorable adjustment related to favorable product liability experience
and (iii) a $1.1 million gain on the sale of idle property recorded in the
second quarter of 2003. In addition, operating profit in 2002 included an
impairment loss of approximately $0.8 million, included in selling, general and
administrative expenses in the accompanying statement of operations, on certain
property, consisting primarily of land, owned in South America due to an
estimated decline in value based on broker quotes. These increases in operating
profit were partially offset by (i) unfavorable foreign currency effects largely
as a result of the weakening U.S. dollar against the euro, (ii) increased
product development expenses and (iii) additional expenses, which were not
eligible for accrual in 2002, related to the previously announced phase-out of
the Lenoir, North Carolina lift truck component facility. See additional
discussion of the NMHG Wholesale restructuring programs under the heading "NMHG
Restructuring Plans" in this Form 10-Q.
23
FINANCIAL REVIEW - continued
Net income increased to $6.3 million in the second quarter of 2003 from $2.5
million in the second quarter of 2002 primarily as a result of the factors
affecting operating profit plus increased income from unconsolidated affiliates
and certain favorable foreign currency transactions. Also affecting the
comparability of net income is a decrease in the loss on interest rate swap
agreements: the second quarter of 2002 net income includes a pre-tax expense of
$3.1 million related to (i) the mark-to-market of interest rate swap agreements
that no longer qualified for hedge accounting due to the refinancing of NMHG's
debt and (ii) the recognition of previously deferred losses on these interest
rate swap agreements.
The worldwide backlog level increased to 19,400 units at June 30, 2003 from
17,500 units at June 30, 2002 and 17,300 units at the end of the first quarter
of 2003 primarily due to an increase in demand.
NMHG Retail (net of eliminations): Revenues decreased to $39.2 million in the
second quarter of 2003 from $41.5 million in the second quarter of 2002. This
decrease is primarily due to the January 3, 2003 sale of NMHG Retail's only
wholly owned U.S. dealer. NMHG Retail-Americas revenues were $0.5 million in the
second quarter of 2003 compared with $6.4 million in the second quarter of 2002.
This decrease in Americas revenues was partially offset by an increase in
revenues due to favorable foreign currency effects. NMHG Retail generated an
operating profit of $0.1 million in the second quarter of 2003 compared with an
operating loss of $2.8 million in the second quarter of 2002, which was
primarily the result of stronger operating results in Asia-Pacific. NMHG
Retail's net loss improved to $0.6 million from a net loss of $3.7 million in
the second quarter of 2002 due to the factors affecting operating profit and a
decrease in interest expense allocated to NMHG Retail and favorable foreign
currency movements included in other-net expenses.
First Six Months of 2003 Compared with First Six Months of 2002
NMHG Wholesale: Revenues increased to $771.8 million in the first six months of
2003 from $674.9 million in the first six months of 2002. The increase in
revenues was primarily the result of increased unit volume, favorable foreign
currency movements and, to a lesser degree, a favorable shift in mix to
higher-priced lift trucks. Unit shipments increased 10.6% to 34,413 units in the
first six months of 2003 as compared with 31,106 in the first six months of
2002.
Operating profit increased to $29.2 million in the first half of 2003 from $19.6
million in the first half of 2002. The increase in operating profit was
primarily the result of a favorable shift in mix to higher-margin lift trucks
and increased volume, partially offset by increased product development and
marketing expenses and unfavorable foreign currency effects largely as a result
of the weakening U.S. dollar against the euro.
Net income increased to $11.0 million in the first six months of 2003 from $8.1
million in the first six months of 2002 as a result of the factors affecting
operating profit and additional income from unconsolidated affiliates and a
decrease in the loss on interest rate swap agreements. These factors were
partially offset by an increase in interest expense, including the amortization
of deferred financing fees.
NMHG Retail (net of eliminations): Revenues decreased to $75.6 million in the
first six months of 2003 from $85.6 million in the first six months of 2002.
This decrease is primarily due to the January 3, 2003 sale of NMHG Retail's only
wholly owned U.S. dealer, partially offset by an increase in units sold in
Europe. NMHG Retail-Americas revenues were $1.2 million in the first six months
of 2003 compared with $14.0 million in the first six months of 2002. NMHG Retail
generated an operating loss of $0.9 million in the first six months of 2003
compared with an operating loss of $2.6 million in the first six months of 2002,
primarily as a result of stronger operating results in Asia-Pacific. NMHG
Retail's net loss improved to $2.0 million in the six months ended June 30, 2003
from a net loss of $5.0 million in the first six months of 2002 due to the
factors affecting operating profit and a decrease in interest expense allocated
to NMHG Retail and favorable foreign currency movements included in other-net
expenses.
24
FINANCIAL REVIEW - continued
NMHG Restructuring Plans
NMHG 2002 Restructuring Program
As announced in December 2002, NMHG Wholesale is phasing out its Lenoir, North
Carolina, lift truck component facility and restructuring other manufacturing
and administrative operations, primarily its Irvine, Scotland, lift truck
assembly and component facility. During the fourth quarter of 2002, NMHG
Wholesale recognized a restructuring charge of approximately $12.5 million
pre-tax. Of this amount, $3.8 million relates to a non-cash asset impairment
charge for building, machinery and tooling, which was determined based on the
then current market values for similar assets and broker quotes as compared to
the net book value of these assets; and $8.7 million relates to severance and
other employee benefits to be paid to approximately 615 manufacturing and
administrative employees. Payments began during the second quarter of 2003. As
of June 30, 2003, payments of $0.7 million were made to approximately 100
employees. Payments are expected to continue through 2005. In addition, $0.3
million of the amount accrued at December 31, 2002 was reversed in the first
half of 2003.
Approximately $2.5 million of pre-tax costs primarily related to manufacturing
inefficiencies, which were not eligible for accrual in December 2002, were
expensed in the first six months of 2003. Of the additional costs incurred
during 2003, $2.3 million is classified as cost of sales and the remaining $0.2
million is classified as selling, general and administrative expenses in the
Unaudited Condensed Consolidated Statement of Operations for the six months
ended June 30, 2003. Additional costs for severance and manufacturing
inefficiencies are expected to be approximately $8.1 million for the remainder
of 2003, $8.5 million in 2004 and $5.7 million in 2005. Initial net benefits
from this restructuring program are expected to be realized in 2004 with a full
twelve months of estimated annual pre-tax benefits of approximately $14.3
million expected beginning in 2005. Although a majority of the projected savings
is the result of a reduction in fixed factory costs, the overall benefit
estimates could vary depending on unit volumes and the resulting impact on
manufacturing efficiencies. In addition, outlays for capital expenditures,
primarily for new tooling and equipment, of approximately $4.3 million are
expected for the remainder of 2003.
This restructuring program will allow the Company to re-focus its product line
manufacturing activities, including the manufacture of new product lines in
Europe. As a result, the Company expects to receive government grants during
2003 through 2005 totaling approximately $6.5 million over that three-year
period. Of this total amount, $1.1 million is expected to be received in 2003.
NMHG 2001 Restructuring Programs
During 2001, management committed to the restructuring of certain operations in
Europe for both the Wholesale and Retail segments of the business. As such, NMHG
Wholesale recognized a restructuring charge of approximately $4.5 million
pre-tax for severance and other employee benefits to be paid to approximately
285 direct and indirect factory labor and administrative personnel in Europe. As
of December 31, 2002, payments of $3.4 million to approximately 245 employees
had been made and $0.2 million of the amount originally accrued was reversed in
2002. Payments of $0.9 million to 16 employees were made during the first six
months of 2003. The majority of the headcount reductions were made by the end of
2002. As a result of the reduced headcount in Europe, NMHG Wholesale realized
pre-tax cost savings primarily from reduced employee wages and benefits of $4.6
million for the first six months of 2003 and estimates pre-tax savings of $4.6
million for the remainder of 2003. Annual pre-tax cost saving of $9.2 million
are expected to continue subsequent to 2003 as a result of this program.
Although a majority of the projected savings is the result of a reduction in
fixed factory costs, the overall benefit estimates could vary depending on unit
volumes and the resulting impact on manufacturing efficiencies or due to changes
in foreign currency rates.
25
FINANCIAL REVIEW - continued
NMHG Retail recognized a restructuring charge of approximately $4.7 million
pre-tax in 2001, of which $0.4 million related to lease termination costs and
$4.3 million related to severance and other employee benefits to be paid to
approximately 140 service technicians, salesmen and administrative personnel at
wholly owned dealers in Europe. As of December 31, 2002, severance payments, net
of currency effects, of $2.8 million had been made to approximately 110
employees. During the first six months of 2003, severance payments of $0.3
million were made to six employees. In addition, $0.4 million of the amount
accrued at December 31, 2002 was reversed in the first six months of 2003. The
majority of the headcount reductions were made by the end of 2002. Cost savings
primarily from reduced employee wages, employee benefits and lease costs of
approximately $1.6 million pre-tax were realized in the first six months of 2003
and are expected to be approximately $1.6 million for the remainder of 2003
related to this program. Annual pre-tax cost saving of $3.1 million are expected
to continue subsequent to 2003 as a result of this program. Estimated benefits
could be reduced by additional severance payments, if any, made to employees
above the statutory or contractually required amount that was accrued in 2001 or
due to changes in foreign currency rates.
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $8.4 million for NMHG
Wholesale and $2.4 million for NMHG Retail during the first six months of 2003.
These capital expenditures include tooling for new products, machinery,
equipment and lease and rental fleet. It is estimated that NMHG's capital
expenditures for the remainder of 2003 will be approximately $20.8 million for
NMHG Wholesale and $0.8 million for NMHG Retail. Planned expenditures for the
remainder of 2003 include tooling for new products, capital expenditures arising
as a result of the manufacturing restructuring programs, replacement of
machinery and equipment and additions to retail lease and rental fleet. The
principal sources of financing for these capital expenditures will be internally
generated funds and bank borrowings.
Since December 31, 2002, there have been no significant changes in the total
amount of NMHG's contractual obligations or commercial commitments, or the
timing of cash flows in accordance with those obligations, as reported in the
Company's 10-K for the year ended December 31, 2002.
During 2002, NMHG issued $250.0 million of 10% unsecured Senior Notes that
mature on May 15, 2009. The Senior Notes are senior unsecured obligations of
NMHG Holding Co. and are guaranteed by substantially all of NMHG's domestic
subsidiaries. NMHG Holding Co. has the option to redeem all or a portion of the
Senior Notes on or after May 15, 2006 at the redemption prices set forth in the
Indenture governing the Senior Notes. The proceeds from the Senior Notes were
reduced by an original issue discount of $3.1 million.
Additionally, NMHG has a secured, floating-rate revolving credit facility which
expires in May 2005. Availability under the revolving credit facility is up to
$175.0 million and is governed by a borrowing base derived from advance rates
against the inventory and accounts receivable of the borrowers, as defined in
the revolving credit facility. Adjustments to reserves booked against these
assets, including inventory reserves, will change the eligible borrowing base
and thereby impact the liquidity provided by the facility. At June 30, 2003, the
borrowing base under the revolving credit facility was $105.3 million, which
reflects reductions for the commitments or availability under certain foreign
credit facilities and for an excess availability requirement of $15.0 million.
Borrowings outstanding under this facility were $2.0 million at June 30, 2003.
Therefore, at June 30, 2003, the excess availability under the revolving credit
facility was $103.3 million. The floating rate of interest applicable to this
facility on June 30, 2003 was 5.875%, including the applicable floating rate
margin.
In addition to the amount outstanding under the Senior Notes and the revolving
credit facility, NMHG had borrowings of approximately $33.0 million outstanding
at June 30, 2003 under various foreign working capital facilities and other
domestic term loans.
NMHG believes that funds available under the revolving credit facility, other
available lines of credit and operating cash flows are sufficient to finance all
of its operating needs and commitments arising during the foreseeable future.
26
LIQUIDITY AND CAPITAL RESOURCES - continued
NMHG's capital structure is presented below:
JUNE 30 DECEMBER 31
2003 2002
----------- ---------------
Total net tangible assets $ 361.2 $ 362.8
Goodwill and other intangibles at cost 494.7 487.7
----------- ---------------
Net assets before amortization of intangibles 855.9 850.5
Accumulated goodwill and other intangibles amortization (145.6) (142.3)
Total debt (307.0) (324.8)
Minority interest (.7) (1.1)
----------- ---------------
Stockholder's equity $ 402.6 $ 382.3
=========== ===============
Debt to total capitalization 43% 46%
The decrease in total net tangible assets of $1.6 million is in part due to a
$26.2 million decrease in cash, an $8.6 million decrease in net assets as a
result of the sale of NMHG Retail's wholly owned U.S. dealership on January 3,
2003, an $11.9 million increase in trade and intercompany accounts payable and a
$9.1 million increase in other current liabilities. These decreases were
partially offset by increases of $24.1 million in trade and intercompany
accounts receivable and a $27.9 million increase in inventory. Stockholder's
equity at June 30, 2003 increased $20.3 million as a result of net income of
$9.0 million and a favorable foreign currency translation adjustment of $16.4
million partially offset by a dividend to NACCO of $5.0 million and an
unfavorable adjustment to the deferred loss on hedges of $0.1 million.
EFFECTS OF FOREIGN CURRENCY
NMHG operates internationally and enters into transactions denominated in
foreign currencies. As such, the Company's financial results are subject to the
variability that arises from exchange rate movements. The effects of foreign
currency fluctuations on revenues, operating profit and net income (loss) have
either been discussed above or were not material in the three and six months
ended June 30, 2003 as compared with the three and six months ended June 30,
2002.
OUTLOOK
NMHG Wholesale
NMHG Wholesale expects overall lift truck shipments to increase moderately in
the second half of 2003 compared with the second half of 2002. While global
market prospects continue to be more uncertain than usual, lift truck markets in
the Americas are anticipated to improve in the second half of 2003 while markets
in Europe and Asia-Pacific are expected to remain relatively flat.
NMHG Wholesale expects that results in the second half of 2003 will be affected
by ongoing costs for a product development program that is expected to mature in
2004-2006 and additional costs related to the Lenoir, North Carolina, and
Irvine, Scotland, manufacturing restructuring program announced in December
2002.
NMHG Retail
NMHG Retail expects to continue its programs to improve the performance of its
wholly owned dealerships in 2003 as part of its objective to achieve and sustain
at least break-even results.
The statements contained in this Form 10-Q that are not historical facts are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities
27
Exchange Act of 1934. These forward-looking statements are made subject to
certain risks and uncertainties which could cause actual results to differ
materially from those presented in these forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Such risks and uncertainties with respect to the Company's operations include,
without limitation:
(1) changes in demand for lift trucks and related aftermarket parts and service
on a worldwide basis, especially in the U.S. where the Company derives a
majority of its sales, (2) changes in sales prices, (3) delays in delivery or
changes in costs of raw materials or sourced products and labor, (4) delays in
manufacturing and delivery schedules, (5) exchange rate fluctuations, changes in
foreign import tariffs and monetary policies and other changes in the regulatory
climate in the foreign countries in which NMHG operates and/or sells products,
(6) product liability or other litigation, warranty claims or returns of
products, (7) delays in or increased costs of restructuring programs, (8) the
effectiveness of the cost reduction programs implemented globally, including the
successful implementation of procurement initiatives, (9) customer acceptance
of, changes in costs of, or delays in the development of new products, (10)
acquisitions and/or dispositions of dealerships by NMHG, and (11) the uncertain
impact on the economy or the public's confidence in general from terrorist
activities and the impact of the situation in Iraq.
28
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures: The Company maintains a set of
disclosure controls and procedures designed to ensure that information required
to be disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. An evaluation was carried out under the supervision and with the
participation of the Company's management, including the Principal Executive
Officer and the Principal Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, these officers have concluded that the
Company's disclosure controls and procedures are effective.
Changes in internal controls: Subsequent to the date of their evaluation, there
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.
29
Part II
OTHER INFORMATION
Item 1. Legal Proceedings - None
------- -----------------
Item 5. Other Information - None
------- -----------------
Item 6. Exhibits and Reports on Form 8-K
------- --------------------------------
(a) Exhibits.
See Exhibit Index on page 32 of this quarterly report on
Form 10-Q.
(b) Reports on Form 8-K.
None.
30
Signature
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.
NMHG Holding Co.
---------------------------------------------
(Registrant)
Date August 14, 2003 /s/ Michael K. Smith
------------------- ---------------------------------------------
Michael K. Smith
Vice President Finance & Information Systems
and Chief Financial Officer
(Authorized Officer and Principal
Financial and Accounting Officer)
31
Exhibit Index
Exhibit
Number* Description of Exhibits
------- -----------------------
31.1 Certification of Reginald R. Eklund pursuant to Rule
13a-14(a)/15d-14(a) of the Exchange Act
31.2 Certification of Michael K. Smith pursuant to Rule
13a-14(a)/15d-14(a) of the Exchange Act
32 Certifications pursuant to 18 U. S. C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed
and dated by Reginald R. Eklund and Michael K. Smith
*Numbered in accordance with Item 601 of Regulation S-K.
32