NACCO Industries, Inc. 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2006
OR
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o |
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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 1-9172
NACCO Industries, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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34-1505819 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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5875 LANDERBROOK DRIVE, CLEVELAND, OHIO
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44124-4017 |
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(Address of principal executive offices)
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(Zip code) |
(440) 449-9600
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
YES o NO þ
Number of
shares of Class A Common Stock outstanding at July 28, 2006
6,626,591
Number of
shares of Class B Common Stock outstanding at July 28, 2006
1,610,072
NACCO INDUSTRIES, INC.
TABLE OF CONTENTS
2
Part I
FINANCIAL INFORMATION
Item 1. Financial Statements
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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JUNE 30 |
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DECEMBER 31 |
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2006 |
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2005 |
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(In millions, except share data) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
112.0 |
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$ |
166.5 |
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Accounts receivable, net |
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355.9 |
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366.0 |
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Inventories |
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456.8 |
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449.2 |
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Deferred income taxes |
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29.4 |
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42.0 |
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Prepaid expenses and other |
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56.7 |
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50.0 |
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Total Current Assets |
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1,010.8 |
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1,073.7 |
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Property, Plant and Equipment, Net |
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364.5 |
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399.4 |
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Goodwill |
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435.2 |
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434.2 |
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Coal Supply Agreements and Other Intangibles, Net |
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74.5 |
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75.9 |
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Other Non-current Assets |
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135.2 |
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110.8 |
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Total Assets |
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$ |
2,020.2 |
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$ |
2,094.0 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
367.3 |
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$ |
394.3 |
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Revolving credit agreements not guaranteed by the
parent company |
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45.9 |
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35.9 |
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Current maturities of long-term debt not guaranteed by the
parent company |
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29.1 |
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25.1 |
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Accrued payroll |
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33.8 |
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45.6 |
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Accrued warranty obligations |
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28.3 |
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27.8 |
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Other current liabilities |
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161.1 |
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176.0 |
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Total Current Liabilities |
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665.5 |
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704.7 |
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Long-term Debt not guaranteed by the parent company |
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373.1 |
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406.2 |
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Self-insurance and Other Liabilities |
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275.9 |
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279.8 |
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Minority Interest |
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0.2 |
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Stockholders Equity |
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Common stock: |
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Class A, par value $1 per share, 6,626,585 shares
outstanding (2005 6,615,059 shares outstanding) |
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6.6 |
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6.6 |
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Class B, par value $1 per share, convertible into Class A
on a one-for-one basis, 1,610,078 shares outstanding
(2005 1,611,378 shares outstanding) |
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1.6 |
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1.6 |
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Capital in excess of par value |
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9.6 |
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7.2 |
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Retained earnings |
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711.6 |
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729.6 |
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Accumulated other comprehensive income (loss): |
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Foreign currency translation adjustment |
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26.7 |
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18.0 |
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Deferred gain (loss) on cash flow hedging |
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7.0 |
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(2.7 |
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Minimum pension liability adjustment |
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(57.6 |
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(57.0 |
) |
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705.5 |
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703.3 |
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Total Liabilities and Stockholders Equity |
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$ |
2,020.2 |
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$ |
2,094.0 |
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See notes to unaudited condensed consolidated financial statements.
3
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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THREE MONTHS ENDED |
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SIX MONTHS ENDED |
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JUNE 30 |
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JUNE 30 |
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2006 |
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2005 |
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2006 |
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2005 |
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(In millions, except per share data) |
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Revenues |
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Net sales |
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$ |
789.0 |
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$ |
773.1 |
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$ |
1,551.9 |
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$ |
1,496.5 |
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Other revenues |
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7.9 |
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5.4 |
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15.4 |
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9.8 |
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Total Revenues |
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796.9 |
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778.5 |
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1,567.3 |
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1,506.3 |
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Cost of sales |
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666.8 |
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653.8 |
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1,315.8 |
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1,271.0 |
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Gross Profit |
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130.1 |
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124.7 |
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251.5 |
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235.3 |
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Earnings of unconsolidated project mining subsidiaries |
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9.1 |
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7.7 |
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18.0 |
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16.1 |
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Operating Expenses |
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Selling, general and administrative expenses |
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105.4 |
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109.1 |
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214.5 |
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215.7 |
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Gain on sale of businesses |
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(1.7 |
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(3.7 |
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(1.5 |
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Restructuring reversals |
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(0.5 |
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(0.2 |
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(0.5 |
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105.4 |
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106.9 |
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210.6 |
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213.7 |
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Operating Profit |
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33.8 |
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25.5 |
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58.9 |
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37.7 |
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Other income (expense) |
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Interest expense |
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(10.8 |
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(11.7 |
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(24.3 |
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(23.3 |
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Income from other unconsolidated affiliates |
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1.4 |
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1.5 |
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2.3 |
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3.8 |
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Loss on extinguishment of debt |
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(17.6 |
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(17.6 |
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Other |
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0.2 |
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0.1 |
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2.9 |
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0.4 |
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(26.8 |
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(10.1 |
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(36.7 |
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(19.1 |
) |
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Income Before Income Taxes and Minority Interest |
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7.0 |
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15.4 |
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22.2 |
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18.6 |
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Income tax provision |
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2.4 |
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4.1 |
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5.4 |
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2.2 |
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Income Before Minority Interest |
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4.6 |
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11.3 |
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16.8 |
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16.4 |
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Minority interest income |
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0.1 |
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0.6 |
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0.1 |
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Net Income |
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$ |
4.7 |
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$ |
11.3 |
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$ |
17.4 |
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$ |
16.5 |
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Comprehensive Income (Loss) |
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$ |
15.8 |
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$ |
(0.9 |
) |
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$ |
35.2 |
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$ |
(3.9 |
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Basic and Diluted Earnings per Share |
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$ |
0.57 |
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$ |
1.37 |
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$ |
2.11 |
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$ |
2.01 |
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Dividends per Share |
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$ |
0.4800 |
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$ |
0.4650 |
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$ |
0.9450 |
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$ |
0.9175 |
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Basic Weighted Average Shares Outstanding |
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8.236 |
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8.224 |
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8.232 |
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8.221 |
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Diluted Weighted Average Shares Outstanding |
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8.240 |
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8.224 |
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8.236 |
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8.223 |
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See notes to unaudited condensed consolidated financial statements.
4
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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SIX MONTHS ENDED |
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JUNE 30 |
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2006 |
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2005 |
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(In millions) |
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Operating Activities |
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Net income |
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$ |
17.4 |
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$ |
16.5 |
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Adjustments to reconcile net income
to net cash provided by (used for) operating activities: |
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Depreciation, depletion and amortization |
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29.9 |
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31.3 |
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Amortization of deferred financing fees |
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1.3 |
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2.0 |
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Loss on extinguishment of debt |
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17.6 |
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Deferred income taxes |
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8.6 |
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2.2 |
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Restructuring reversals |
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(0.2 |
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(0.5 |
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Minority interest income |
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(0.6 |
) |
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(0.1 |
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Loss (gain) on sale of assets |
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0.3 |
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(1.4 |
) |
Gain on sale of businesses |
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(3.7 |
) |
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(1.5 |
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Other |
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0.1 |
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(3.2 |
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Working capital changes, excluding the effect of
business dispositions |
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Accounts receivable |
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14.1 |
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(1.9 |
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Inventories |
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(1.4 |
) |
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(64.1 |
) |
Other current assets |
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(10.1 |
) |
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(10.2 |
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Accounts payable |
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(23.7 |
) |
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(6.3 |
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Other liabilities |
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(32.3 |
) |
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(8.9 |
) |
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Net cash provided by (used for) operating activities |
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17.3 |
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(46.1 |
) |
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Investing Activities |
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Expenditures for property, plant and equipment |
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(31.9 |
) |
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(31.6 |
) |
Proceeds from the sale of assets |
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14.3 |
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4.6 |
|
Proceeds from the sale of businesses |
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4.5 |
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3.9 |
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Other |
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0.2 |
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Net cash used for investing activities |
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(12.9 |
) |
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(23.1 |
) |
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Financing Activities |
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Additions to long-term debt |
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243.6 |
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24.2 |
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Reductions of long-term debt |
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(284.6 |
) |
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(13.2 |
) |
Net additions to revolving credit agreements |
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9.5 |
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|
2.1 |
|
Cash dividends paid |
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(7.8 |
) |
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(7.5 |
) |
Premium on extinguishment of debt |
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(12.5 |
) |
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Financing fees paid |
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(4.9 |
) |
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(1.1 |
) |
Other |
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0.8 |
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Net cash provided by (used for) financing activities |
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(55.9 |
) |
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4.5 |
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Effect of exchange rate changes on cash |
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(3.0 |
) |
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(2.3 |
) |
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Cash and Cash Equivalents |
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Decrease for the period |
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(54.5 |
) |
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(67.0 |
) |
Balance at the beginning of the period |
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|
166.5 |
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|
150.4 |
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Balance at the end of the period |
|
$ |
112.0 |
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|
$ |
83.4 |
|
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|
See notes to unaudited condensed consolidated financial statements.
5
NACCO INDUSTRIES, INC. AND SUBSIDIAIRIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
|
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|
SIX MONTHS ENDED |
|
|
|
JUNE 30 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(In millions, except per share data) |
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
$ |
6.6 |
|
|
$ |
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B Common Stock |
|
|
1.6 |
|
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|
1.6 |
|
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Capital in Excess of Par Value |
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Beginning balance |
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|
7.2 |
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|
6.0 |
|
Shares issued under stock compensation plans |
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|
2.4 |
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|
0.9 |
|
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9.6 |
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|
6.9 |
|
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|
Retained Earnings |
|
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|
|
|
|
Balance as of December 31: |
|
|
|
|
|
|
|
|
2005 |
|
|
729.6 |
|
|
|
|
|
2004 |
|
|
|
|
|
|
682.3 |
|
Cumulative effect of accounting change,
net of $14.9 tax benefit |
|
|
(27.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
702.0 |
|
|
|
682.3 |
|
Net income |
|
|
17.4 |
|
|
|
16.5 |
|
Cash dividends on Class A and Class B common stock: |
|
|
|
|
|
|
|
|
2006 $0.9450 per share |
|
|
(7.8 |
) |
|
|
|
|
2005 $0.9175 per share |
|
|
|
|
|
|
(7.5 |
) |
|
|
|
|
|
|
|
|
|
|
711.6 |
|
|
|
691.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
Beginning balance |
|
|
(41.7 |
) |
|
|
(8.5 |
) |
Foreign currency translation adjustment |
|
|
8.7 |
|
|
|
(19.5 |
) |
Reclassification of hedging activity into earnings |
|
|
1.4 |
|
|
|
1.1 |
|
Current period cash flow hedging activity |
|
|
8.3 |
|
|
|
(2.0 |
) |
Minimum pension liability adjustment |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23.9 |
) |
|
|
(28.9 |
) |
|
|
|
|
|
|
|
Total Stockholders Equity |
|
$ |
705.5 |
|
|
$ |
677.5 |
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial statements.
6
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Note 1 Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of
NACCO Industries, Inc. (the parent company or NACCO) and its wholly owned subsidiaries
(collectively, NACCO Industries, Inc. and Subsidiaries or the Company). Intercompany accounts
and transactions are eliminated. The Companys subsidiaries operate in three principal industries:
lift trucks, housewares and mining. The Company manages its subsidiaries primarily by industry;
however, the Company manages its lift truck operations as two reportable segments: wholesale
manufacturing and retail distribution. NACCO Housewares Group (Housewares) also consists of two
reportable segments: Hamilton Beach/Proctor-Silex, Inc. (HB/PS) and The Kitchen Collection, Inc.
(KCI).
NMHG Holding Co. (NMHG) designs, engineers, manufactures, sells, services and leases a
comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster and Yale
brand names. NMHG manages its operations as two reportable segments: wholesale manufacturing
(NMHG Wholesale) and retail distribution (NMHG Retail). 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. Lift trucks and component parts are manufactured in the
United States, Northern Ireland, Scotland, The Netherlands, China, Italy, Japan, Mexico, the
Philippines and Brazil. 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.
Housewares consists of two reportable segments: HB/PS, a leading designer, marketer and
distributor of small electric kitchen and household appliances, as well as commercial products for
restaurants, bars and hotels, and KCI, a national specialty retailer of brand-name kitchenware,
small electric appliances and related accessories. The North American Coal Corporation and its
affiliated coal companies (collectively, NACoal) mine and market lignite coal primarily as fuel
for power generation and provide selected value-added mining services for other natural resources
companies.
These financial statements have been prepared in accordance with U.S. generally accepted accounting
principles 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
U.S. generally accepted accounting principles for complete financial statements. 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, 2006 and the results of
its operations for the three and six months ended June 30, 2006 and 2005 and the results of its
cash flows and changes in stockholders equity for the six months ended June 30, 2006 and 2005 have
been included. These unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2005.
During the second quarter of 2006, as part of its periodic review of product liability estimates,
NMHG reduced its product liability accrual by $8.2 million. This change in estimate is based upon
historical trends identified within recent favorable claim settlement experience that indicated
both the frequency and severity of claim estimates should be reduced. The reduction in the product
liability accrual is primarily the result of a reduction in the estimate of the number of claims
that have been incurred but not reported and the average cost per claim. This adjustment is not
necessarily indicative of trends or adjustments that may be required in the future to adjust the
product liability accrual. The adjustment, reflected in the accompanying Unaudited Condensed
Consolidated Statements of Operations in Selling, general and administrative expenses, improved
income from continuing operations by $8.2 million and net income by $5.0 million, or $0.61 per
share, for the three and six months ended June 30, 2006.
The balance sheet at December 31, 2005 has been derived from the audited financial statements at
that date but does not include all of the information or notes required by U.S. generally accepted
accounting principles for complete financial statements.
Operating results for the three and six months ended June 30, 2006 are not necessarily indicative
of the results that may be expected for the remainder of the year ending December 31, 2006.
Because the housewares business is seasonal, a majority of revenues and operating profit occurs in
the second half of the calendar year when sales of small electric household appliances to retailers
and consumers increase significantly for the fall holiday selling season. For further information,
refer to the consolidated financial statements and notes thereto included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2005.
Certain prior period amounts have been reclassified to conform to the current periods
presentation.
7
Note 2 Recently Issued Accounting Standards
SFAS No. 123R: In December 2004, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 123 (Revised 2004), Share-Based Payment (SFAS No.
123R). SFAS No. 123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. The scope of SFAS No. 123R includes a wide
range of share-based compensation arrangements, including share options, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase plans. SFAS No.
123R replaced SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123,
as originally issued in 1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, SFAS No. 123 permitted entities the
option of continuing to apply the guidance in APB No. 25, as long as the footnotes to the financial
statements disclosed what net income would have been had the preferable fair-value-based method
been used. The Company currently expenses the fair value of stock issued under its restricted
stock compensation plans and does not have any stock options outstanding under its 1975 and 1981
stock option plans, as amended. Furthermore, the Company does not intend to issue additional stock
options in the foreseeable future. The standard is effective for the first fiscal year beginning
after June 15, 2005. The adoption of SFAS No. 123R did not have a material impact on the Companys
financial position or results of operations.
SFAS No. 151: In December 2004, the FASB issued SFAS No. 151, Inventory Costs. SFAS No. 151
requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted
material expenses to be recognized as current period charges. Additionally, SFAS No. 151 requires
that allocation of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The standard is effective for fiscal years beginning after
June 15, 2005. The adoption of SFAS No. 151 did not have a material impact on the Companys
financial position or results of operations.
SFAS No. 154: In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes and SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires
retrospective application to prior periods financial statements of a voluntary change in
accounting principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the cumulative effect of
changing to the new accounting principle in net income in the period of the change. SFAS No. 154
is effective for accounting changes and corrections of errors made in fiscal years beginning after
December 15, 2005. The adoption of SFAS No. 154 did not have a material impact on the Companys
financial position or results of operations.
SFAS No. 155: In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140. SFAS No. 155 resolves
issues addressed in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets, and permits fair value remeasurement for any
hybrid financial instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the
requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized
financial assets to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation, clarifies that
concentrations of credit risk in the form of subordination are not embedded derivatives and amends
SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a
derivative financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired
or issued after the beginning of the first fiscal year that begins after September 15, 2006. The
Company does not expect the adoption of SFAS No. 155 to have a material impact on its financial
position or results of operations.
SFAS No. 156: In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140. SFAS No. 156 requires an entity to recognize a
servicing asset or liability each time it undertakes an obligation to service a financial asset by
entering into a servicing contract under a transfer of the servicers financial assets that meets
the requirements for sale accounting, a transfer of the servicers financial assets to a qualified
special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all
of the resulting securities and classifies them as either available-for-sale or trading securities
in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities
and an acquisition or assumption of an obligation to service a financial asset that does not relate
to financial assets of the servicer or its consolidated affiliates. Additionally, SFAS No. 156
requires all separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, permits an entity to choose either the use of an amortization or fair value
method for subsequent measurements, permits at initial adoption a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized servicing rights
and requires separate presentation of servicing assets and liabilities subsequently measured at
fair value and additional disclosures for all separately recognized servicing assets and
liabilities. SFAS No. 156 is effective for transactions entered into after the beginning of the
first fiscal year that begins after September 15, 2006. The Company does not expect the adoption
of SFAS No. 156 to have a material impact on its financial position or results of operations.
8
FIN No. 48: In June 2006, the FASB issued Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes an Interpretation of SFAS No. 109. FIN No. 48 clarifies the
accounting for uncertainty in income taxes recognized in an entitys financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes. The pronouncement prescribes a
recognition threshold and measurement attributable to financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 is
effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating
the effect the adoption of FIN No. 48 will have on its financial position or results of operations.
EITF No. 04-6: In June 2005, the FASB ratified modifications to Emerging Issues Task Force
(EITF) No. 04-6, Accounting for Stripping Costs Incurred during Production in the Mining
Industry. EITF No. 04-6 clarifies that stripping costs incurred during the production phase of a
mine are variable production costs that should be included in the costs of the inventory produced
(that is, extracted) during the period that the stripping costs are incurred. EITF No. 04-6 is
effective for fiscal years beginning after December 15, 2005. The transition provisions require
that the consensus be accounted for in a manner similar to a cumulative effect adjustment with any
adjustment recognized in the opening balance of retained earnings in the year of adoption.
The Company adopted EITF No. 04-6 on January 1, 2006. NACoal previously included coal that was
uncovered, but not extracted, as a component of inventory (in-pit inventory). In addition,
NACoal previously capitalized and deferred stripping costs incurred when developing a new mine into
property, plant and equipment until that mine had reached full production. Upon adoption of EITF
No. 04-6, NACoal was required to write-off in-pit inventory and the amount of deferred stripping
costs remaining in property, plant and equipment that were incurred after saleable coal was
extracted from each of its mines. Such amounts capitalized, net of related deferred income taxes
of $14.8 million, totaled $27.6 million at December 31, 2005. As a result of the adoption of EITF
No. 04-6, the Company recognized a cumulative effect of a change in accounting principle adjustment
of $27.6 million, which decreased beginning retained earnings in the accompanying Unaudited
Condensed Consolidated Statement of Changes in Stockholders Equity for the six months ended June
30, 2006. In addition, the Company recognized a reduction in property, plant and equipment of
$41.7 million and a reduction in inventory of $0.7 million in the accompanying Unaudited Condensed
Consolidated Balance Sheet as of June 30, 2006.
Note 3 Restructuring
Restructuring plans initiated prior to or on December 31, 2002 are accounted for according to EITF
No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring), while all restructuring actions
initiated after December 31, 2002 are accounted for according to SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires that a liability for
costs associated with an exit or disposal activity be recognized when the liability is incurred.
EITF No. 94-3 had previously required that a liability for such costs be recognized at the date of
the Companys commitment to an exit or disposal plan. SFAS No. 146 may affect the periods in which
costs are recognized although the total amount of costs recognized will be the same as previous
accounting guidance.
A summary of the Companys restructuring plans accounted for according to SFAS No. 146 are as
follows:
Housewares 2005 Restructuring Program
During 2005, HB/PS management approved a plan for the Saltillo, Mexico facility to phase out its
production of blenders for the U.S. and Canadian markets and only produce blenders for the Mexican
and Latin America markets. Blenders for the U.S. and Canadian markets will be sourced from third
party Chinese manufacturers. As such, HB/PS recognized a charge of approximately $3.8 million in
2005. Of this amount, $2.3 million related to severance, $1.0 million related to lease termination
costs for machinery and equipment no longer in use, $0.2 million related to the write-down of
excess inventory and $0.1 million related to other costs. Severance payments of $0.2 million to 97
employees were made during 2005. Also included in the restructuring charge is a $0.2 million
non-cash asset impairment charge for equipment and tooling, which was determined based on current
estimated market values for similar assets compared with the net book value of these assets.
During the first six months of 2006, HB/PS recognized a charge of approximately $0.2 million for
other costs related to the restructuring. In addition, severance payments of $1.2 million were
made to 317 employees, lease payments of $0.3 million and payments of $0.2 million for other costs
were made during the first six months of 2006. Payments related to this restructuring plan are
expected to continue through the remainder of 2006.
Housewares 2004 Restructuring Program
During 2004, the Board of Directors approved managements plan to restructure HB/PS manufacturing
activities by closing the Sotec manufacturing facility located near Juarez, Mexico and
consolidating all remaining activities into its Saltillo, Mexico facility. In addition, it closed
its El Paso, Texas distribution center and consolidated these activities into its Memphis,
Tennessee distribution center. HB/PS reduced activities at its North American manufacturing plants
through the end of 2005 as a result of increased
9
sourcing of products from China. These actions were designed to reduce HB/PS manufacturing
inefficiencies attributable to excess capacity to minimal levels in 2005. As such, HB/PS
recognized a charge of approximately $9.4 million during 2004. Of this amount, $3.6 million
related to lease termination costs for closed facilities and machinery and equipment no longer in
use, $2.3 million related to severance, $0.4 million related to the write-down of excess inventory
and $0.1 million related to post-employment medical expenses. Lease payments of $3.2 million and
severance payments of $1.1 million to 144 employees were made during 2004. During 2005, additional
expenses of $0.3 million for lease impairment were incurred. Lease payments of $0.7 million and
severance payments of $0.4 million to 66 employees were made during 2005. In addition, payments
for post-employment medical expenses of $0.1 million were made during 2005. Also included in the
restructuring charge is a $3.0 million non-cash asset impairment charge for equipment and tooling,
which was determined based on current estimated market values for similar assets compared with the
net book value of these assets. No payments were made during the first six months of 2006,
although payments related to this restructuring plan are expected to be made through the remainder
of 2006.
Following is the detail of the incurred and expected cash and non-cash charges related to the HB/PS
restructuring programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charges |
|
|
Total charges incurred |
|
|
Charges incurred in |
|
|
Additional charges |
|
|
|
expected to be |
|
|
through December 31, |
|
|
the six months ended |
|
|
expected to be |
|
|
|
incurred, net |
|
|
2005 |
|
|
June 30, 2006 |
|
|
incurred in 2006 |
|
Cash charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
$ |
4.6 |
|
|
$ |
4.6 |
|
|
$ |
|
|
|
$ |
|
|
Lease impairment |
|
|
5.6 |
|
|
|
4.9 |
|
|
|
|
|
|
|
0.7 |
|
Other |
|
|
0.5 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
|
|
9.7 |
|
|
|
0.2 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment |
|
|
3.2 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
Excess inventory |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.8 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charges |
|
$ |
14.5 |
|
|
$ |
13.5 |
|
|
$ |
0.2 |
|
|
$ |
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Following is a rollforward of the restructuring liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease |
|
|
|
|
|
|
|
|
|
Severance |
|
|
Impairment |
|
|
Other |
|
|
Total |
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2006 |
|
$ |
2.9 |
|
|
$ |
1.0 |
|
|
$ |
|
|
|
$ |
3.9 |
|
Provision |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
0.2 |
|
Payments |
|
|
(1.2 |
) |
|
|
(0.3 |
) |
|
|
(0.2 |
) |
|
|
(1.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006 |
|
$ |
1.7 |
|
|
$ |
0.7 |
|
|
$ |
|
|
|
$ |
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes to the Companys restructuring plans accounted for according to EITF No. 94-3 are as
follows:
NMHG 2002 Restructuring Program
As announced in December 2002, NMHG Wholesale phased out its Lenoir, North Carolina lift truck
component facility and is restructuring other manufacturing and administrative operations,
primarily its Irvine, Scotland lift truck assembly and component facility. As such, NMHG Wholesale
recognized a restructuring charge of approximately $12.5 million in 2002. Of this amount, $3.8
million related to a non-cash asset impairment charge for a building, machinery and tooling, which
was determined based on current market values for similar assets and broker quotes compared with
the net book value of these assets, and $8.7 million related to severance and other employee
benefits to be paid to approximately 615 manufacturing and administrative employees. Payments of
$0.1 million were made to six employees during the first six months of 2006.
Payments are expected to continue through the remainder of 2006. In addition,
$0.4 million of the amount accrued at December 31, 2002 was reversed during the first six months of
2006 as a result of a reduction in the estimate of employees eligible to receive severance
payments.
Additional restructuring related costs, primarily related to manufacturing inefficiencies, which
were not eligible for accrual as of December 31, 2002, were $2.1 million and $2.0 million in the
first six months of 2006 and 2005, respectively. Of the $2.1 million additional costs incurred in
the first six months of 2006, $2.0 million is classified as Cost of sales and $0.1 million is
classified as Selling, general and administrative expenses in the Unaudited Condensed
Consolidated Statement of Operations. Of the $2.0
10
million additional costs incurred in the first six months of 2005, $1.9 million is classified
as Cost of sales and $0.1 million is classified as Selling, general and administrative expenses
in the Unaudited Condensed Consolidated Statement of Operations.
Following is a rollforward of the restructuring liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease |
|
|
|
|
|
|
|
|
|
Severance |
|
|
Impairment |
|
|
Other |
|
|
Total |
|
NMHG Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2006 |
|
$ |
1.8 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1.8 |
|
Foreign currency effect |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Reversal |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
(0.4 |
) |
Payments |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006 |
|
$ |
1.4 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4 Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
JUNE 30 |
|
|
DECEMBER 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Manufactured inventories: |
|
|
|
|
|
|
|
|
Finished goods and service parts |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
148.2 |
|
|
$ |
157.9 |
|
HB/PS |
|
|
80.9 |
|
|
|
67.9 |
|
|
|
|
|
|
|
|
|
|
|
229.1 |
|
|
|
225.8 |
|
|
|
|
|
|
|
|
|
|
Raw materials and work in process |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
|
186.8 |
|
|
|
184.5 |
|
HB/PS |
|
|
4.5 |
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
191.3 |
|
|
|
188.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total manufactured inventories |
|
|
420.4 |
|
|
|
414.4 |
|
|
|
|
|
|
|
|
|
|
Retail inventories: |
|
|
|
|
|
|
|
|
NMHG Retail |
|
|
35.2 |
|
|
|
30.2 |
|
KCI |
|
|
25.3 |
|
|
|
23.3 |
|
|
|
|
|
|
|
|
Total retail inventories |
|
|
60.5 |
|
|
|
53.5 |
|
|
|
|
|
|
|
|
|
Total inventories at FIFO |
|
|
480.9 |
|
|
|
467.9 |
|
|
Coal NACoal |
|
|
8.3 |
|
|
|
6.3 |
|
Mining supplies NACoal |
|
|
8.4 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
Total inventories at weighted average |
|
|
16.7 |
|
|
|
16.3 |
|
|
|
|
|
|
|
|
|
|
LIFO reserve |
|
|
|
|
|
|
|
|
NMHG |
|
|
(43.9 |
) |
|
|
(39.5 |
) |
HB/PS |
|
|
3.1 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
(40.8 |
) |
|
|
(35.0 |
) |
|
|
|
|
|
|
|
|
|
$ |
456.8 |
|
|
$ |
449.2 |
|
|
|
|
|
|
|
|
The cost of certain manufactured and retail inventories has been determined using the LIFO method.
At June 30, 2006 and December 31, 2005, 59% and 62%, respectively, of total 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 be based on managements 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.
11
HB/PS LIFO inventory value exceeds its FIFO value primarily due to price deflation.
Note 5 Unconsolidated Subsidiaries and Equity Investments
Three of NACoals wholly owned subsidiaries, The Coteau Properties Company, The Falkirk Mining
Company, and The Sabine Mining Company (collectively, the project mining subsidiaries), meet the
definition of a variable interest entity pursuant to FIN No. 46, Consolidation of Variable
Interest Entities. The project mining subsidiaries were developed between 1974 and 1981 and
operate lignite coal mines under long-term contracts with various utility customers. The contracts
with the project mining subsidiaries utility customers allow each mine to sell lignite coal at a
price based on actual cost plus an agreed pre-tax profit per ton. The taxes resulting from earnings
of the project mining subsidiaries are solely the responsibility of the Company. These entities are
capitalized primarily with debt financing, which the utility customers have arranged and
guaranteed. The obligations of the project mining subsidiaries are without recourse to NACCO and
NACoal. Although NACoal owns 100% of the stock and manages the daily operations of these entities,
the Company has determined that the equity capital provided by NACoal is not sufficient to
adequately finance the ongoing activities of the project mining subsidiaries or absorb any expected
losses without additional support from the utility customers. As a result, NACoal is not the
primary beneficiary. The pre-tax income from the project mining subsidiaries is reported on the
line Earnings of unconsolidated project mining subsidiaries in the Consolidated Statements of
Operations with related taxes included in the provision for income taxes. The assets and
liabilities of the project mining subsidiaries are not included in the Consolidated Balance Sheets
but the investment in the project mining subsidiaries and related tax assets and liabilities are
included. The Companys risk of loss relating to these entities is limited to its invested capital
and accumulated undistributed earnings, which was $4.9 million at June 30, 2006 and $5.0 million at
December 31, 2005.
Summarized financial information for the project mining subsidiaries is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
SIX MONTHS ENDED |
|
|
JUNE 30 |
|
JUNE 30 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Revenues |
|
$ |
85.8 |
|
|
$ |
78.5 |
|
|
$ |
153.0 |
|
|
$ |
145.7 |
|
Gross profit |
|
$ |
12.6 |
|
|
$ |
11.4 |
|
|
$ |
25.1 |
|
|
$ |
22.3 |
|
Income before income taxes |
|
$ |
9.1 |
|
|
$ |
7.7 |
|
|
$ |
18.0 |
|
|
$ |
16.1 |
|
Income from continuing
operations |
|
$ |
7.1 |
|
|
$ |
6.1 |
|
|
$ |
14.3 |
|
|
$ |
12.8 |
|
Net income |
|
$ |
7.1 |
|
|
$ |
6.1 |
|
|
$ |
14.3 |
|
|
$ |
12.8 |
|
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
independent and wholly owned Hyster and Yale lift truck dealers and National Account customers in
the United States. NMHGs ownership in NFS is accounted for using the equity method of accounting.
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 and Shinko 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. NMHGs ownership in SN is also accounted for using the equity method of
accounting.
The Companys percentage share of the net income or loss from its equity investments in NFS and SN
are reported on the line Income from other unconsolidated affiliates in the Other income
(expense) section of the Unaudited Condensed Consolidated Statements of Operations.
Summarized financial information for these equity investments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
SIX MONTHS ENDED |
|
|
JUNE 30 |
|
JUNE 30 |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Revenues |
|
$ |
86.7 |
|
|
$ |
85.6 |
|
|
$ |
165.2 |
|
|
$ |
164.3 |
|
Gross profit |
|
$ |
25.1 |
|
|
$ |
26.1 |
|
|
$ |
47.1 |
|
|
$ |
51.6 |
|
Income from continuing operations |
|
$ |
5.1 |
|
|
$ |
5.4 |
|
|
$ |
8.9 |
|
|
$ |
10.7 |
|
Net income |
|
$ |
5.1 |
|
|
$ |
5.4 |
|
|
$ |
8.9 |
|
|
$ |
10.7 |
|
Note 6 Current and Long-term Financing
On March 22, 2006, NACCO Materials Handling Group, Inc. (NMHG Inc.), a wholly owned subsidiary of
the Company, entered into a term loan agreement (the Term Loan Agreement) that provides for term
loans up to an aggregate principal amount of $225.0 million which mature in 2013. The term loans
require
12
quarterly payments in an amount equal to 1% per year for the first six years, with the
remaining balance to be paid in four equal installments in the seventh year.
Borrowings under the Term Loan Agreement are guaranteed by NMHG and substantially all of NMHGs
domestic subsidiaries. The obligations of the guarantors under the Term Loan Agreement are secured
by a first lien on all of the domestic machinery, equipment and real property owned by NMHG Inc.
and each guarantor and a second lien on all of the collateral securing the obligations of NMHG
under its revolving credit facility.
Outstanding borrowings under the Term Loan Agreement bear interest at a floating rate which, at
NMHG Inc.s option, will be either LIBOR or a floating rate, as defined in the Term Loan Agreement,
plus an applicable margin. The applicable margin is subject to adjustment based on a leverage
ratio. The Term Loan Agreement contains restrictive covenants which, among other things, limit the
amount of dividends that may be declared and paid to NACCO. The Term Loan Agreement also requires
NMHG Inc. to meet certain financial tests, including, but not limited to, maximum capital
expenditures, maximum leverage ratio and minimum fixed charge coverage ratio tests.
On May 15, 2006, NMHG Inc. borrowed a total principal amount of $225.0 million under the Term Loan
Agreement. The proceeds of the loans, together with available cash, were used to redeem in full
NMHGs outstanding 10% Senior Notes due 2009 (the Senior Notes), which had an aggregate principal
amount of $250.0 million. Pursuant to the Indenture governing the Senior Notes, NMHG paid the
principal amount of Senior Notes, a redemption premium of $12.5 million, plus accrued and unpaid
interest up to but not including the redemption date to the registered holders of the Senior Notes.
As a result, NMHG recognized a charge of $17.6 million during the second quarter of 2006 for the
redemption premium and write-off of the remaining unamortized original bond issue discount and
deferred financing fees related to the Senior Notes.
HB/PS financing is provided by a $115.0 million senior secured, floating-rate revolving credit
facility (the HB/PS Facility) that expires in July 2011. The HB/PS Facility was amended during the
second quarter of 2006 to extend the expiration date to July 2011, allow for the disposition of
HB/PS property located in Saltillo, Mexico, allow HB/PS to distribute the cash proceeds on the
sale of its property in Saltillo, Mexico to NACCO and increase the limit on distributions to NACCO
for operating and overhead expenses from $2.0 million to $2.5 million.
Note 7 Guarantees and Contingencies
Various legal and regulatory proceedings and claims have been or may be asserted against NACCO and
certain subsidiaries relating to the conduct of their businesses, including product liability,
environmental and other claims. These proceedings and claims are incidental to the ordinary course
of business of the Company. Management believes that it has meritorious defenses and will
vigorously defend the Company in these actions. Any costs that management estimates will be paid as
a result of these claims are accrued when the liability is considered probable and the amount can
be reasonably estimated. Although the ultimate disposition of these proceedings is not presently
determinable, management believes, after consultation with its legal counsel, that the likelihood
is remote that material costs will be incurred in excess of accruals already recognized.
In January 2006, NACoal received a preliminary notice of a sales tax assessment of $11.1 million
from the State of Mississippi. In that preliminary notice, the State contended that sales of fuel
(lignite) to a utility are no longer exempt from sales tax although such sales have been
specifically exempted by law in prior years. During the second quarter of 2006, the Company learned
that no final assessment would be issued by the State of Mississippi and no additional sales tax is
owed by NACoal.
As a result of the Coal Industry Retiree Health Benefit Act of 1992, the Companys non-operating
subsidiary, Bellaire Corporation (Bellaire), is obligated to the United Mine Workers of America
Combined Benefit Fund (the Fund) for the medical expenses of certain United Mine Worker retirees.
As a result, the Company established an estimate of this obligation in 1992 and has continued to
revise this estimate as new facts arise. See additional discussion in the Companys Annual Report
on Form 10-K for the year ended December 31, 2005, on pages F-12
and F-21. Revisions to this
liability are recognized in the statement of operations as an extraordinary item pursuant to the
requirement of EITF No. 92-13, Accounting for Estimated Payments in Connection with the Coal
Industry Retiree Health Benefit Act of 1992. During 2003, the Fund filed suit against 214 defendant
companies, including Bellaire, seeking a declaratory judgment requiring these defendants to pay the
increased premium established by the Social Security Administration. During 2005, a summary
judgment was granted that prohibits the Fund from applying the higher premium rate. The Fund has
appealed the decision. Pending the outcome of this appeal, the Company estimates it could incur
additional expense within an estimated range of $0 to $5.0 million.
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, 2006 and
13
December 31, 2005 were $215.6 million and $213.7 million, respectively. Losses
anticipated under the terms of the guarantees, recourse or repurchase obligations are not
significant and reserves have been provided for such losses 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 financed assets. The fair value of
collateral held at June 30, 2006 was approximately $239.6 million based on Company estimates. The
Company estimates the fair value of the collateral using information regarding the original sales
price, the current age of the equipment and general market conditions that influence the value of
both new and used lift trucks.
NMHG has a 20% ownership interest in NFS, a joint venture with GECC formed primarily for the
purpose of providing financial services to independent and wholly owned Hyster and Yale lift truck
dealers and National Account customers in the United States. NMHGs 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 other unrelated third-parties. NFS provides debt financing to
dealers and lease financing to both dealers and customers. On occasion, the credit quality of a
customer or concentration issues within GECC may 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, 2006, approximately $172.4 million of the Companys
total guarantees, recourse or repurchase obligations related to transactions with NFS. In addition,
in connection with the joint venture agreement, 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, 2006, the amount of NFS debt guaranteed by
NMHG was $142.4 million. NFS has not defaulted under the terms of this debt financing in the past
and although there can be no assurances, NMHG is not aware of any circumstances that would cause
NFS to default in future periods.
NMHG provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000
to 2,000 hours. For the new 1 to 8 ton series of lift trucks, NMHG provides an extended powertrain
warranty of two years or 2,000 hours as part of the standard
warranty. HB/PS provides a standard
warranty to consumers for all of its products. The specific terms and conditions of those warranties
vary depending upon the product brand. In general, if a product is returned under warranty, a refund
is provided to the consumer by HB/PS customer, the retailer. Generally, the retailer returns those
products to HB/PS for a credit. The Company estimates the costs that may be incurred under its
standard warranty programs and records a liability for such costs at the time product revenue is
recognized.
In addition, NMHG sells extended warranty agreements, which provide a warranty for an additional
two to five years or an additional 2,400 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 incurred to perform under the warranty contracts, in accordance with FASB Technical
Bulletin 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance
Contracts.
NMHG also maintains a quality enhancement program under which it provides for specifically
identified field product improvements in its warranty obligation. Accruals under this program are
determined based on estimates of the potential number of claims to be processed and the cost of
processing those claims based on historical costs.
The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the
amounts as necessary. Factors that affect the Companys warranty liability include the number of
units sold, historical and anticipated rates of warranty claims and
the cost per claim. Changes in
the Companys current and long-term warranty obligations, including deferred revenue on extended
warranty contracts are as follows:
|
|
|
|
|
|
|
2006 |
|
Balance at January 1 |
|
$ |
45.0 |
|
Warranties issued |
|
|
20.4 |
|
Settlements made |
|
|
(21.6 |
) |
Foreign currency effect |
|
|
0.3 |
|
|
|
|
|
Balance at June 30 |
|
$ |
44.1 |
|
|
|
|
|
Note 8 Income Taxes
The income tax provision includes U.S. federal, state and local, and foreign income taxes and is
based on the application of a forecasted annual income tax rate applied to the current quarters
year-to-date pre-tax income. In determining the estimated annual effective income tax rate, the Company analyzes various
factors, including projections of the Companys annual earnings, taxing jurisdictions in which the
earnings will be generated, the impact of state and local income taxes, the Companys ability to
use tax credits and net operating loss carryforwards, and available tax planning
alternatives. Discrete items, including the effect of changes in tax laws, tax rates, certain
circumstances with respect to valuation allowances or other
14
unusual or non-recurring tax adjustments are reflected in the period in which they occur as an
addition to, or reduction from, the income tax provision, rather than included in the estimated
effective annual income tax rate.
A reconciliation of the Companys consolidated federal statutory and effective income tax is as
follows for the three and six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Income before income taxes and minority interest: |
|
$ |
7.0 |
|
|
$ |
15.4 |
|
|
$ |
22.2 |
|
|
$ |
18.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory taxes at 35% |
|
$ |
2.5 |
|
|
$ |
5.4 |
|
|
$ |
7.8 |
|
|
$ |
6.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discrete items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale settlements |
|
|
|
|
|
|
(1.9 |
) |
|
|
|
|
|
|
(1.9 |
) |
NMHG Wholesale change in tax law |
|
|
|
|
|
|
1.6 |
|
|
|
|
|
|
|
1.6 |
|
NMHG Retail sale of European dealership |
|
|
|
|
|
|
|
|
|
|
(1.3 |
) |
|
|
|
|
NACCO and Other recognition of
previously
generated losses in Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
(1.3 |
) |
|
|
(3.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other permanent items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal percentage depletion |
|
|
(0.3 |
) |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(1.3 |
) |
Foreign tax rate differential |
|
|
(0.3 |
) |
|
|
(0.7 |
) |
|
|
(1.0 |
) |
|
|
(0.6 |
) |
Other |
|
|
0.5 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
(1.0 |
) |
|
|
(1.1 |
) |
|
|
(1.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) |
|
$ |
2.4 |
|
|
$ |
4.1 |
|
|
$ |
5.4 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
34.3 |
% |
|
|
26.6 |
% |
|
|
24.3 |
% |
|
|
11.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate excluding discrete items |
|
|
34.3 |
% |
|
|
28.6 |
% |
|
|
30.2 |
% |
|
|
28.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale: During the three and six months ended June 30, 2005, NMHG Wholesales effective
income tax rate was affected by the settlement of income tax audits and transfer pricing disputes
with various taxing authorities. During the three and six months ended June 30, 2005, these
benefits were offset by the elimination of deferred tax assets which NMHG Wholesale will not be
able to recognize due to state income tax law changes enacted in Ohio.
NMHG Retail: During the six months ended June 30, 2006, NMHG Retail sold a dealership in Europe
for a pre-tax gain of $3.7 million. For tax purposes, a portion of the gain was exempt from local
taxation and the remaining gain was fully offset by tax net operating loss carryforwards for which
a full valuation allowance had been previously provided. Therefore, the Company recognized a tax
benefit related to the sale of this dealership during the first six months of 2006.
NACCO and Other: During the six months ended June 30, 2005, NACCO and Other recorded a $2.8
million tax benefit related to the recognition of previously generated losses in Europe.
Excluding the impact of the discrete items discussed above, the effective income tax rate for the
six months ended June 30, 2006 is comparable to the effective income tax rate for the six months
ended June 30, 2005. The effective income tax rate for the three months ended June 30, 2006 is
higher than that of the same period in 2005 primarily due to a shift in the mix of taxable earnings
to jurisdictions with higher tax rates. The Companys consolidated effective income tax rate is
lower than the statutory income tax rate primarily due to the benefit of percentage depletion at
NACoal and income subject to lower tax rates in foreign taxing jurisdictions at NMHG Wholesale.
Note 9 Retirement Benefit Plans
The Company maintains various defined benefit pension plans that provide benefits based on years of
service and average compensation during certain periods. The Companys policy is to make
contributions to fund these plans within the range allowed by applicable regulations. Plan assets
consist primarily of publicly traded stocks, investment contracts and government and corporate
bonds.
15
In 2004, pension benefits for certain NACoal employees, excluding certain project mining subsidiary
employees, were frozen. In 1996, pension benefits were frozen for employees covered under NMHGs
and HB/PS U.S. plans, except for those NMHG employees participating in collective bargaining
agreements. As a result, in the United States only certain NMHG employees covered under collective
bargaining agreements will earn retirement benefits under defined benefit pension plans. Other
employees, including those whose pension benefits were frozen, will receive retirement benefits
under defined contribution retirement plans.
The Company previously disclosed in its financial statements for the year ended December 31, 2005
that it expected to contribute approximately $5.3 million to its non-U.S. pension plans in 2006.
The Company now expects to contribute approximately $4.4 million to its non-U.S. pension plans in
2006.
The Company also maintains health care and life insurance plans which provide benefits to eligible
retired employees. These plans have no assets. Under the Companys current policy, benefits under
these plans are funded at the time they are due to participants or beneficiaries.
The components of pension and post-retirement (income) expense are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
SIX MONTHS ENDED |
|
|
|
JUNE 30 |
|
|
JUNE 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
U.S. Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.2 |
|
|
$ |
0.2 |
|
|
$ |
0.3 |
|
Interest cost |
|
|
1.9 |
|
|
|
2.0 |
|
|
|
3.9 |
|
|
|
3.9 |
|
Expected return on
plan assets |
|
|
(2.1 |
) |
|
|
(2.1 |
) |
|
|
(4.3 |
) |
|
|
(4.0 |
) |
Net amortization |
|
|
1.1 |
|
|
|
0.7 |
|
|
|
2.1 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1.0 |
|
|
$ |
0.8 |
|
|
$ |
1.9 |
|
|
$ |
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.8 |
|
|
$ |
0.7 |
|
|
$ |
1.5 |
|
|
$ |
1.5 |
|
Interest cost |
|
|
1.6 |
|
|
|
1.6 |
|
|
|
3.2 |
|
|
|
3.3 |
|
Expected return on
plan assets |
|
|
(1.8 |
) |
|
|
(1.7 |
) |
|
|
(3.5 |
) |
|
|
(3.5 |
) |
Employee contributions |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
|
|
(0.5 |
) |
Net amortization |
|
|
1.0 |
|
|
|
1.0 |
|
|
|
2.0 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1.4 |
|
|
$ |
1.3 |
|
|
$ |
2.8 |
|
|
$ |
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post-retirement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.2 |
|
Interest cost |
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.5 |
|
Net amortization |
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
0.2 |
|
|
$ |
0.4 |
|
|
$ |
0.4 |
|
|
$ |
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
Note 10 Business Segments
Financial information for each of NACCOs reportable segments, as defined by SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, is presented in the
following table. See Note 1 for a discussion of the Companys operating segments and product
lines. NACCOs non-operating segment, NACCO and Other, includes the accounts of the parent company
and Bellaire.
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 on similar third-party transactions, are
indicated in the following table on the line NMHG Eliminations in the revenues section. HB/PS
derives a portion of its revenues from transactions with KCI. The amounts of these revenues, which
are based on current market prices on similar third-party transactions, are indicated in the
following table on the line Housewares Eliminations in the revenues section. No other sales
transactions occur among reportable segments. Other transactions among reportable segments are
recognized based on similar third-party transactions; that is, at current market prices.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
SIX MONTHS ENDED |
|
|
|
JUNE 30 |
|
|
JUNE 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
581.4 |
|
|
$ |
574.6 |
|
|
$ |
1,154.2 |
|
|
$ |
1,110.8 |
|
NMHG Retail |
|
|
63.9 |
|
|
|
66.0 |
|
|
|
125.3 |
|
|
|
133.7 |
|
NMHG Eliminations |
|
|
(23.3 |
) |
|
|
(22.5 |
) |
|
|
(38.7 |
) |
|
|
(42.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
622.0 |
|
|
|
618.1 |
|
|
|
1,240.8 |
|
|
|
1,202.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
113.6 |
|
|
|
111.3 |
|
|
|
209.1 |
|
|
|
205.9 |
|
KCI |
|
|
23.2 |
|
|
|
22.1 |
|
|
|
46.7 |
|
|
|
43.4 |
|
Housewares Eliminations |
|
|
(1.1 |
) |
|
|
(1.0 |
) |
|
|
(2.2 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135.7 |
|
|
|
132.4 |
|
|
|
253.6 |
|
|
|
247.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
39.2 |
|
|
|
28.0 |
|
|
|
72.9 |
|
|
|
57.1 |
|
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
796.9 |
|
|
$ |
778.5 |
|
|
$ |
1,567.3 |
|
|
$ |
1,506.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
77.5 |
|
|
$ |
80.8 |
|
|
$ |
156.1 |
|
|
$ |
150.3 |
|
NMHG Retail |
|
|
9.1 |
|
|
|
11.0 |
|
|
|
19.2 |
|
|
|
22.0 |
|
NMHG Eliminations |
|
|
(0.4 |
) |
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86.2 |
|
|
|
91.8 |
|
|
|
175.5 |
|
|
|
172.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
22.9 |
|
|
|
20.7 |
|
|
|
41.6 |
|
|
|
37.1 |
|
KCI |
|
|
10.0 |
|
|
|
9.4 |
|
|
|
20.0 |
|
|
|
18.5 |
|
Housewares Eliminations |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.9 |
|
|
|
30.1 |
|
|
|
61.5 |
|
|
|
55.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
11.0 |
|
|
|
2.9 |
|
|
|
14.5 |
|
|
|
7.5 |
|
NACCO and Other |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
130.1 |
|
|
$ |
124.7 |
|
|
$ |
251.5 |
|
|
$ |
235.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
SIX MONTHS ENDED |
|
|
|
JUNE 30 |
|
|
JUNE 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Selling, general and
administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
57.9 |
|
|
$ |
64.1 |
|
|
$ |
118.2 |
|
|
$ |
124.6 |
|
NMHG Retail |
|
|
12.8 |
|
|
|
12.8 |
|
|
|
25.4 |
|
|
|
26.5 |
|
NMHG Eliminations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.7 |
|
|
|
76.9 |
|
|
|
143.6 |
|
|
|
151.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
16.4 |
|
|
|
15.4 |
|
|
|
33.7 |
|
|
|
30.7 |
|
KCI |
|
|
11.6 |
|
|
|
11.2 |
|
|
|
23.0 |
|
|
|
22.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28.0 |
|
|
|
26.6 |
|
|
|
56.7 |
|
|
|
52.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
6.2 |
|
|
|
5.2 |
|
|
|
12.3 |
|
|
|
11.1 |
|
NACCO and Other |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
1.9 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
105.4 |
|
|
$ |
109.1 |
|
|
$ |
214.5 |
|
|
$ |
215.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
19.6 |
|
|
$ |
17.1 |
|
|
$ |
38.3 |
|
|
$ |
26.0 |
|
NMHG Retail |
|
|
(3.7 |
) |
|
|
|
|
|
|
(2.5 |
) |
|
|
(2.8 |
) |
NMHG Eliminations |
|
|
(0.4 |
) |
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.5 |
|
|
|
17.1 |
|
|
|
36.0 |
|
|
|
23.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
6.5 |
|
|
|
5.3 |
|
|
|
7.7 |
|
|
|
6.4 |
|
KCI |
|
|
(1.6 |
) |
|
|
(1.8 |
) |
|
|
(3.0 |
) |
|
|
(3.6 |
) |
Housewares Eliminations |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9 |
|
|
|
3.5 |
|
|
|
4.6 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
13.9 |
|
|
|
5.4 |
|
|
|
20.2 |
|
|
|
12.5 |
|
NACCO and Other |
|
|
(0.5 |
) |
|
|
(0.5 |
) |
|
|
(1.9 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33.8 |
|
|
$ |
25.5 |
|
|
$ |
58.9 |
|
|
$ |
37.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
(7.3 |
) |
|
$ |
(8.2 |
) |
|
$ |
(16.1 |
) |
|
$ |
(15.2 |
) |
NMHG Retail |
|
|
(0.8 |
) |
|
|
|
|
|
|
(1.6 |
) |
|
|
(1.1 |
) |
NMHG Eliminations |
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.4 |
) |
|
|
(8.5 |
) |
|
|
(18.1 |
) |
|
|
(16.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
(1.0 |
) |
|
|
(1.3 |
) |
|
|
(2.1 |
) |
|
|
(2.5 |
) |
KCI |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.1 |
) |
|
|
(1.4 |
) |
|
|
(2.3 |
) |
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
(1.9 |
) |
|
|
(2.2 |
) |
|
|
(3.9 |
) |
|
|
(4.6 |
) |
NACCO and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
0.6 |
|
|
|
0.4 |
|
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(10.8 |
) |
|
$ |
(11.7 |
) |
|
$ |
(24.3 |
) |
|
$ |
(23.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
SIX MONTHS ENDED |
|
|
|
JUNE 30 |
|
|
JUNE 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1.5 |
|
|
$ |
0.8 |
|
|
$ |
3.5 |
|
|
$ |
1.6 |
|
NMHG Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5 |
|
|
|
0.8 |
|
|
|
3.5 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
NACCO and Other |
|
|
0.9 |
|
|
|
0.5 |
|
|
|
1.8 |
|
|
|
1.2 |
|
Eliminations |
|
|
(0.6 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.8 |
|
|
$ |
1.0 |
|
|
$ |
5.4 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
(excluding interest income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
(16.3 |
) |
|
$ |
1.1 |
|
|
$ |
(15.3 |
) |
|
$ |
2.7 |
|
NMHG Retail |
|
|
|
|
|
|
(0.6 |
) |
|
|
|
|
|
|
(0.5 |
) |
NMHG Eliminations |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.3 |
) |
|
|
0.5 |
|
|
|
(15.4 |
) |
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
(1.2 |
) |
|
|
0.5 |
|
|
|
(1.6 |
) |
|
|
0.7 |
|
KCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.2 |
) |
|
|
0.5 |
|
|
|
(1.6 |
) |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACCO and Other |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
|
|
(0.8 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(17.8 |
) |
|
$ |
0.6 |
|
|
$ |
(17.8 |
) |
|
$ |
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
(0.4 |
) |
|
$ |
1.9 |
|
|
$ |
3.0 |
|
|
$ |
3.5 |
|
NMHG Retail |
|
|
(1.5 |
) |
|
|
(0.4 |
) |
|
|
(2.0 |
) |
|
|
(0.6 |
) |
NMHG Eliminations |
|
|
(0.3 |
) |
|
|
0.9 |
|
|
|
(0.4 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.2 |
) |
|
|
2.4 |
|
|
|
0.6 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
1.6 |
|
|
|
1.7 |
|
|
|
1.5 |
|
|
|
1.7 |
|
KCI |
|
|
(0.7 |
) |
|
|
(0.8 |
) |
|
|
(1.3 |
) |
|
|
(1.5 |
) |
Housewares Eliminations |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
2.1 |
|
|
|
0.1 |
|
|
|
2.8 |
|
|
|
0.5 |
|
NACCO and Other |
|
|
1.5 |
|
|
|
0.6 |
|
|
|
1.7 |
|
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2.4 |
|
|
$ |
4.1 |
|
|
$ |
5.4 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
SIX MONTHS ENDED |
|
|
|
JUNE 30 |
|
|
JUNE 30 |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
(2.0 |
) |
|
$ |
8.9 |
|
|
$ |
8.0 |
|
|
$ |
11.7 |
|
NMHG Retail |
|
|
(3.0 |
) |
|
|
(0.2 |
) |
|
|
(2.1 |
) |
|
|
(3.7 |
) |
NMHG Eliminations |
|
|
(0.4 |
) |
|
|
(1.2 |
) |
|
|
0.1 |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.4 |
) |
|
|
7.5 |
|
|
|
6.0 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
2.7 |
|
|
|
2.8 |
|
|
|
2.5 |
|
|
|
2.9 |
|
KCI |
|
|
(1.0 |
) |
|
|
(1.1 |
) |
|
|
(1.9 |
) |
|
|
(2.3 |
) |
Housewares Eliminations |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
|
|
1.6 |
|
|
|
0.4 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
9.9 |
|
|
|
3.2 |
|
|
|
13.6 |
|
|
|
7.5 |
|
NACCO and Other |
|
|
(1.4 |
) |
|
|
(1.0 |
) |
|
|
(2.6 |
) |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4.7 |
|
|
$ |
11.3 |
|
|
$ |
17.4 |
|
|
$ |
16.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion
and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
7.5 |
|
|
$ |
6.8 |
|
|
$ |
14.8 |
|
|
$ |
13.7 |
|
NMHG Retail |
|
|
2.7 |
|
|
|
3.3 |
|
|
|
5.1 |
|
|
|
7.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2 |
|
|
|
10.1 |
|
|
|
19.9 |
|
|
|
20.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
1.2 |
|
|
|
1.2 |
|
|
|
2.5 |
|
|
|
2.7 |
|
KCI |
|
|
0.4 |
|
|
|
0.5 |
|
|
|
0.8 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.6 |
|
|
|
1.7 |
|
|
|
3.3 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
3.3 |
|
|
|
3.3 |
|
|
|
6.6 |
|
|
|
6.7 |
|
NACCO and Other |
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15.1 |
|
|
$ |
15.2 |
|
|
$ |
29.9 |
|
|
$ |
31.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
8.4 |
|
|
$ |
7.9 |
|
|
$ |
14.7 |
|
|
$ |
15.5 |
|
NMHG Retail |
|
|
2.7 |
|
|
|
1.5 |
|
|
|
4.8 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1 |
|
|
|
9.4 |
|
|
|
19.5 |
|
|
|
18.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
0.7 |
|
|
|
0.9 |
|
|
|
1.3 |
|
|
|
1.9 |
|
KCI |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
0.7 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.2 |
|
|
|
1.3 |
|
|
|
2.0 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
0.9 |
|
|
|
5.8 |
|
|
|
10.3 |
|
|
|
11.1 |
|
NACCO and Other |
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13.3 |
|
|
$ |
16.5 |
|
|
$ |
31.9 |
|
|
$ |
31.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
JUNE 30 |
|
|
DECEMBER 31 |
|
|
|
2006 |
|
|
2005 |
|
Total assets |
|
|
|
|
|
|
|
|
NMHG |
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
1,432.7 |
|
|
$ |
1,481.3 |
|
NMHG Retail |
|
|
147.7 |
|
|
|
140.6 |
|
NMHG Eliminations |
|
|
(167.7 |
) |
|
|
(166.2 |
) |
|
|
|
|
|
|
|
|
|
|
1,412.7 |
|
|
|
1,455.7 |
|
|
|
|
|
|
|
|
Housewares |
|
|
|
|
|
|
|
|
HB/PS |
|
|
281.8 |
|
|
|
300.9 |
|
KCI |
|
|
36.9 |
|
|
|
34.1 |
|
Housewares Eliminations |
|
|
(0.5 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
318.2 |
|
|
|
334.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NACoal |
|
|
248.4 |
|
|
|
294.3 |
|
NACCO and Other |
|
|
155.4 |
|
|
|
139.8 |
|
Eliminations |
|
|
(114.5 |
) |
|
|
(130.0 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,020.2 |
|
|
$ |
2,094.0 |
|
|
|
|
|
|
|
|
Note 11 Subsequent Events
On July 24, 2006, the Company and Applica Incorporated (Applica) announced that NACCO, HB-PS
Holding Company, Inc., which is HB/PS parent, and Applica entered into definitive agreements
whereby NACCO will spin off its HB-PS Holding Company, Inc. business to NACCOs stockholders and,
immediately after the spin-off, Applica will merge with and into HB-PS Holding Company, Inc. The
combined public company will be named Hamilton Beach, Inc., and will be headquartered in Richmond,
VA. Hamilton Beach, Inc. will apply to list its Class A common stock on the New York Stock
Exchange. In the spin-off, NACCO stockholders, in addition to retaining their shares of NACCO
stock, will receive one-half of a share of Hamilton Beach, Inc. Class A common stock and one-half
of a share of Hamilton Beach, Inc. Class B common stock for each share of the NACCO common stock
they own. The outstanding shares of Applica common stock will be converted into the right to
receive a number of shares of Hamilton Beach, Inc. Class A common stock equal to 25 percent of the
aggregate number of shares of Hamilton Beach, Inc. common stock outstanding immediately following
the merger.
The combined company is estimated to have annual sales of approximately $1.1 billion and a broad
portfolio of some of the most recognized and respected brands in this industry, including Black &
Decker®, Hamilton Beach®, Proctor Silex®, eclectrics®,
Traditions®, Windmere®, TrueAir®, LitterMaid®, Hamilton
Beach® Commercial and Belson®. Hamilton Beach, Inc. plans to design, market
and distribute a wide range of products under these brand names, including coffee makers, irons,
blenders, toaster ovens, indoor grills, food processors, air purifiers, personal care appliances
and accessories, and automatic self-cleaning cat litter boxes.
Commitments for financing have been secured to provide Hamilton Beach, Inc. with funding to finance
ongoing operations and growth, the repayment of Applicas and HB/PS existing debt, transaction
expenses and a $110.0 million cash dividend to NACCO.
The transaction, which was approved by the Boards of Directors of NACCO, HB-PS Holding Company,
Inc. and Applica, will be tax-free to stockholders of NACCO and Applica. The transaction is
subject to approval by Applicas stockholders and to regulatory approvals and other customary
closing conditions.
21
Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
NACCO Industries, Inc. (the parent company or NACCO) and its wholly owned subsidiaries
(collectively, the Company) operate in three principal industries: lift trucks, housewares and
mining. The Company manages its subsidiaries primarily by industry. Results of operations and
financial condition are discussed separately by segment, which corresponds with the industry
groupings. The Company manages its lift truck operations as two reportable segments: wholesale
manufacturing and retail distribution. NACCO Housewares Group (Housewares) also consists of two
reportable segments: Hamilton Beach/Proctor-Silex, Inc. (HB/PS) and The Kitchen Collection, Inc.
(KCI). Results by segment are also summarized in Note 10 to the Unaudited Condensed Consolidated
Financial Statements.
NMHG Holding Co. (NMHG) designs, engineers, manufactures, sells, services and leases a
comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster and Yale
brand names. NMHG manages its operations as two reportable segments: wholesale manufacturing
(NMHG Wholesale) and retail distribution (NMHG Retail). 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. Lift trucks and component parts are manufactured in the
United States, Northern Ireland, Scotland, The Netherlands, China, Italy, Japan, Mexico, the
Philippines and Brazil. 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.
Housewares consists of two reportable segments: HB/PS, a leading designer, marketer and
distributor of small electric kitchen and household appliances, as well as commercial products for
restaurants, bars and hotels located throughout the United States, Canada and Mexico, and KCI, a
national specialty retailer of brand-name kitchenware, small electric appliances and related
accessories with stores located throughout the United States. The North American Coal Corporation,
and its affiliated coal companies (collectively, NACoal) mine and market lignite coal primarily
as fuel for power generation and provide selected value-added mining services for other natural
resources companies in the United States. Lignite coal is delivered to power plants adjacent to or
nearby NACoals mines in Texas, North Dakota, Louisiana and Mississippi and dragline mining
services are provided under the name North American Mining Company for independently owned
limerock quarries in Florida.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Please refer to the discussion of the Companys Critical Accounting Policies and Estimates as
disclosed on pages 35 through 38 in the Companys Form 10-K for the year ended December 31, 2005.
22
NACCO MATERIALS HANDLING GROUP
NMHG designs, engineers, manufactures, sells, services and leases a comprehensive line of lift
trucks and aftermarket parts marketed globally under the Hyster and Yale brand names.
FINANCIAL REVIEW
The segment and geographic results of operations for NMHG were as follows for the three and six
months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
392.6 |
|
|
$ |
376.3 |
|
|
$ |
808.1 |
|
|
$ |
730.6 |
|
Europe |
|
|
150.6 |
|
|
|
159.9 |
|
|
|
281.8 |
|
|
|
308.2 |
|
Asia-Pacific |
|
|
38.2 |
|
|
|
38.4 |
|
|
|
64.3 |
|
|
|
72.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
581.4 |
|
|
|
574.6 |
|
|
|
1,154.2 |
|
|
|
1,110.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (net of eliminations) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
17.0 |
|
|
|
18.9 |
|
|
|
34.3 |
|
|
|
40.1 |
|
Asia-Pacific |
|
|
23.6 |
|
|
|
24.6 |
|
|
|
52.3 |
|
|
|
51.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.6 |
|
|
|
43.5 |
|
|
|
86.6 |
|
|
|
91.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
622.0 |
|
|
$ |
618.1 |
|
|
$ |
1,240.8 |
|
|
$ |
1,202.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
19.6 |
|
|
$ |
9.6 |
|
|
$ |
38.2 |
|
|
$ |
14.7 |
|
Europe |
|
|
(1.8 |
) |
|
|
5.9 |
|
|
|
(2.5 |
) |
|
|
9.9 |
|
Asia-Pacific |
|
|
1.8 |
|
|
|
1.6 |
|
|
|
2.6 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.6 |
|
|
|
17.1 |
|
|
|
38.3 |
|
|
|
26.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail (net of eliminations) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
(0.1 |
) |
|
|
2.0 |
|
|
|
3.4 |
|
|
|
1.2 |
|
Asia-Pacific |
|
|
(4.0 |
) |
|
|
(2.0 |
) |
|
|
(5.7 |
) |
|
|
(4.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.1 |
) |
|
|
|
|
|
|
(2.3 |
) |
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
15.5 |
|
|
$ |
17.1 |
|
|
$ |
36.0 |
|
|
$ |
23.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
(7.3 |
) |
|
$ |
(8.2 |
) |
|
$ |
(16.1 |
) |
|
$ |
(15.2 |
) |
Retail (net of eliminations) |
|
|
(1.1 |
) |
|
|
(0.3 |
) |
|
|
(2.0 |
) |
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
(8.4 |
) |
|
$ |
(8.5 |
) |
|
$ |
(18.1 |
) |
|
$ |
(16.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
(14.8 |
) |
|
$ |
1.9 |
|
|
$ |
(11.8 |
) |
|
$ |
4.3 |
|
Retail (net of eliminations) |
|
|
|
|
|
|
(0.6 |
) |
|
|
(0.1 |
) |
|
|
(0.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
(14.8 |
) |
|
$ |
1.3 |
|
|
$ |
(11.9 |
) |
|
$ |
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
(2.0 |
) |
|
$ |
8.9 |
|
|
$ |
8.0 |
|
|
$ |
11.7 |
|
Retail (net of eliminations) |
|
|
(3.4 |
) |
|
|
(1.4 |
) |
|
|
(2.0 |
) |
|
|
(3.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Consolidated |
|
$ |
(5.4 |
) |
|
$ |
7.5 |
|
|
$ |
6.0 |
|
|
$ |
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
16.0 |
% |
|
|
17.6 |
% |
|
|
28.8 |
% |
|
|
23.2 |
% |
Retail (net of eliminations) |
|
|
34.6 |
% |
|
|
(55.6 |
%) |
|
|
54.5 |
% |
|
|
20.4 |
% |
NMHG Consolidated |
|
|
28.6 |
% |
|
|
24.2 |
% |
|
|
10.0 |
% |
|
|
24.5 |
% |
See the discussion of the effective income tax rate in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
23
Second Quarter of 2006 Compared with Second Quarter of 2005
NMHG Wholesale
The following table identifies the components of the changes in revenues for the second quarter of
2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
2005 |
|
$ |
574.6 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Unit volume |
|
|
4.0 |
|
Unit product mix |
|
|
3.7 |
|
Unit price |
|
|
2.0 |
|
Parts |
|
|
0.4 |
|
Foreign currency |
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
581.4 |
|
|
|
|
|
Revenues increased $6.8 million, or 1.2%, to $581.4 million in the second quarter of 2006,
primarily as a result of increased unit volume and a favorable shift in sales mix to higher-priced
lift trucks in the Americas, as well as the effect of price increases implemented during 2005.
These improvements were partially offset by unfavorable foreign currency movements in Europe and
Asia-Pacific. Worldwide unit shipments increased to 22,175 units in the second quarter of 2006
from 21,997 units in 2005.
The following table identifies the components of the changes in operating profit for the second
quarter of 2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
|
|
|
|
2005 |
|
$ |
17.1 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Gross profit |
|
|
(1.1 |
) |
Product liability |
|
|
8.2 |
|
Other selling, general and administrative expenses |
|
|
(3.0 |
) |
Foreign currency |
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
19.6 |
|
|
|
|
|
NMHG Wholesales operating profit increased $2.5 million to $19.6 million in the second quarter of
2006 compared with $17.1 million in the second quarter of 2005. Operating profit was unfavorably
affected by a decrease in gross profit as a result of higher initial costs on newly introduced
products. Also affecting gross profit was a return to normal manufacturing efficiency levels in
Europe compared with the prior year, when manufacturing efficiency was more favorable as a result
of higher manufacturing throughput due to the building of inventory in the second quarter of 2005
in anticipation of the rearrangement of production lines in Europe as NMHG shifted to the production
of new products during the third quarter of 2005. Operating profit was favorably affected by an $8.2 million
favorable product liability adjustment
in the Americas during the second quarter of 2006. The product liability adjustment was the result
of a reduction in the estimate of the number of claims that have been incurred but not reported and
the average cost per claim due to more favorable claim experience than previously estimated. This
increase was partially offset by other selling, general and administrative expenses, primarily from
higher employee-related expenses, and unfavorable foreign currency movements, net of the effects of
hedging, due to higher costs from the strengthening of the U.S. dollar against the British pound
sterling and the effect of the weakening of the U.S. dollar against the Brazilian real.
NMHG Wholesale recognized a net loss of $2.0 million in the second quarter of 2006 compared with
net income of $8.9 million in the second quarter of 2005, primarily as a result of a $17.6 million
charge for the early retirement of debt. During the second quarter of 2006, NMHG redeemed its
$250.0 million 10% Senior Notes due 2009 (the Senior Notes), which resulted in a charge for the
early retirement of debt for the redemption premium and write-off of the remaining unamortized
original bond issue discount and deferred financing fees related to the Senior Notes. See further
discussion of the redemption of the Senior Notes in the NMHG Financing Activities section of this
Managements Discussion and Analysis of Financial
24
Condition and Results of Operations. This was
partially offset by the increase in operating profit and reduced interest expense during the second
quarter of 2006.
Backlog
The worldwide backlog level was approximately 25,900 units at June 30, 2006 compared with
approximately 23,900 units at June 30, 2005 and approximately 23,600 units at March 31, 2006.
NMHG Retail (net of eliminations)
The following table identifies the components of the changes in revenues for the second quarter of
2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
2005 |
|
$ |
43.5 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Sale of European dealerships |
|
|
(7.8 |
) |
Foreign currency |
|
|
(1.3 |
) |
Europe |
|
|
2.7 |
|
Asia-Pacific |
|
|
1.8 |
|
Eliminations |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
40.6 |
|
|
|
|
|
Revenues decreased 6.7% to $40.6 million for the quarter ended June 30, 2006 compared with $43.5
million for the quarter ended June 30, 2005. This decrease was primarily the result of the sale of
a retail dealership in Europe during the second quarter of 2005 and another retail dealership in
Europe during the first quarter of 2006, and unfavorable foreign currency movements due to the
strengthening of the U.S. dollar. This decrease was partially offset by an increase in new and
used unit volumes in Europe, excluding sold dealerships, an increase in new unit volumes in Asia
Pacific and a decrease in the required intercompany revenue elimination as a result of fewer
intercompany sales transactions.
The following table identifies the components of the changes in operating loss for the second
quarter of 2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Loss |
|
|
|
|
|
|
2005 |
|
$ |
|
|
|
|
|
|
|
Decrease (increase) in 2006 from: |
|
|
|
|
Asia-Pacific |
|
|
(1.9 |
) |
Sale of European dealerships |
|
|
(1.8 |
) |
Eliminations |
|
|
(0.8 |
) |
Europe |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
(4.1 |
) |
|
|
|
|
NMHG Retails operating loss increased to $4.1 million in the second quarter of 2006. The increase
was primarily attributable to increased expense in 2006 for obsolete inventory in Asia-Pacific, an
increase in operating expenses in Asia-Pacific, and the gain on the sale of a European retail
dealership in the second quarter of 2005. NMHG expects to continue to sell lift trucks and service
parts to the new independent owner of the European dealership.
NMHG Retails net loss increased $2.0 million to $3.4 million in the second quarter of 2006
compared with $1.4 million in the second quarter of 2005 due to the factors affecting operating
loss and an increase in interest expense as a result of an increase in intercompany debt.
25
First Six Months of 2006 Compared with First Six Months of 2005
NMHG Wholesale
The following table identifies the components of the changes in revenues for the first six months
of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
2005 |
|
$ |
1,110.8 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Unit volume |
|
|
44.8 |
|
Unit price |
|
|
15.4 |
|
Parts |
|
|
4.2 |
|
Foreign currency |
|
|
(18.0 |
) |
Unit product mix |
|
|
(3.0 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
1,154.2 |
|
|
|
|
|
Revenues increased $43.4 million, or 3.9%, to $1,154.2 million in the first six months of 2006,
primarily due to improved unit volume in the Americas, price increases in all markets and increased
parts volume. Worldwide unit shipments increased 4.7% to 43,893 units in the first six months of
2006 from 41,906 units in 2005, primarily due to 2,669 more unit shipments in the Americas. These
improvements were partially offset by unfavorable foreign currency movements mainly in Europe due
to the strengthening of the U.S. dollar and an unfavorable shift in sales mix to lower-priced lift
trucks.
The following table identifies the components of the changes in operating profit for the first six
months of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
|
|
|
|
2005 |
|
$ |
26.0 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Gross profit |
|
|
9.2 |
|
Product liability |
|
|
8.2 |
|
Other selling, general and administrative expenses |
|
|
(3.3 |
) |
Foreign currency |
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
38.3 |
|
|
|
|
|
NMHG Wholesales operating profit increased 47.3% to $38.3 million in the first six months of 2006
compared with $26.0 million in the first six months of 2005. Operating profit increased mainly as
a result of improved gross profit, which includes price increases of $15.4 million, primarily in
the Americas, which more than offset increased material costs of $6.4 million for the first six
months of 2006, and the favorable impact of higher unit volume on revenues, primarily in the
Americas. These improvements were partially offset by increased manufacturing costs to support the higher unit volume. In addition, operating
profit improved due to lower selling, general and administrative expenses mainly from an $8.2
million favorable product liability adjustment in the Americas, partially offset by higher
employee-related expenses. The product liability adjustment was the result of a reduction in the
estimate of the number of claims that have been incurred but not reported and the average cost per
claim due to more favorable claim experience than previously estimated.
Net income decreased $3.7 million to $8.0 million in the first six months of 2006 compared with
$11.7 million in the first six months of 2005 as the items affecting operating profit were more
than offset by a charge for the early retirement of debt of approximately $17.6 million for the
redemption premium and write-off of the remaining unamortized original bond issue discount and
deferred financing fees related to the Senior Notes. See further discussion of the redemption of
the Senior Notes in the NMHG Financing Activities section of this Managements Discussion and
Analysis of Financial Condition and Results of Operations.
26
NMHG Retail (net of eliminations)
The following table identifies the components of the changes in revenues for the first six months
of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
2005 |
|
$ |
91.2 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Sale of European dealerships |
|
|
(11.6 |
) |
Foreign currency |
|
|
(5.5 |
) |
Eliminations |
|
|
6.1 |
|
Europe |
|
|
3.6 |
|
Asia-Pacific |
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
86.6 |
|
|
|
|
|
Revenues decreased 5.0% to $86.6 million for the six months ended June 30, 2006 compared with $91.2
million for the six months ended June 30, 2005. This decrease was primarily the result of the sale
of a retail dealership in Europe during the second quarter of 2005 and another retail dealership in
Europe during the first quarter of 2006, as well as unfavorable foreign currency movements due to
the strengthening of the U.S. dollar. This decrease was partially offset by a decrease in the
required intercompany revenue elimination as a result of fewer intercompany sales transactions, an
increase in new and used unit volumes in Europe and an increase in new unit volumes in Asia
Pacific.
The following table identifies the components of the changes in operating loss for the first six
months of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Loss |
|
|
|
|
|
|
2005 |
|
$ |
(2.8 |
) |
|
|
|
|
|
Decrease (increase) in 2006 from: |
|
|
|
|
Sale of European dealerships |
|
|
1.9 |
|
Europe |
|
|
1.3 |
|
Asia-Pacific |
|
|
(2.4 |
) |
Foreign currency |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
(2.3 |
) |
|
|
|
|
NMHG Retails operating loss decreased $0.5 million to $2.3 million in the first six months of
2006. The decrease was primarily due to a gain on the sale of a European retail dealership in the
first six months of 2006 and favorable rental margins in Europe. These increases were partially
offset by a write-off of obsolete inventory, lower rental and service margins and higher
employee-related expenses in Asia-Pacific during the first six months of 2006 and the gain on the
sale of another European dealership during the first six months of 2005.
NMHG Retails net loss was decreased to $2.0 million in the first six months of 2006 from $3.9
million in the first six months of 2005, primarily as a result of the factors affecting operating
loss and a higher income tax benefit recognized from the sale of the European dealership during the
first six months of 2006. See further discussion of income taxes in Note 8 of the Unaudited
Condensed Consolidated Financial Statements.
27
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
6.0 |
|
|
$ |
7.8 |
|
|
$ |
(1.8 |
) |
Depreciation and amortization |
|
|
19.9 |
|
|
|
20.9 |
|
|
|
(1.0 |
) |
Loss on extinguishment of debt |
|
|
17.6 |
|
|
|
|
|
|
|
17.6 |
|
Other |
|
|
(0.4 |
) |
|
|
(1.6 |
) |
|
|
1.2 |
|
Working capital changes, excluding the effect of
business dispositions |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(2.5 |
) |
|
|
(25.3 |
) |
|
|
22.8 |
|
Inventories |
|
|
13.7 |
|
|
|
(53.0 |
) |
|
|
66.7 |
|
Accounts payable and other liabilities |
|
|
(47.1 |
) |
|
|
3.2 |
|
|
|
(50.3 |
) |
Other |
|
|
(14.6 |
) |
|
|
(0.5 |
) |
|
|
(14.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities |
|
|
(7.4 |
) |
|
|
(48.5 |
) |
|
|
41.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(19.5 |
) |
|
|
(18.0 |
) |
|
|
(1.5 |
) |
Proceeds from the sale of assets |
|
|
2.7 |
|
|
|
4.3 |
|
|
|
(1.6 |
) |
Proceeds from the sale of businesses |
|
|
4.5 |
|
|
|
3.9 |
|
|
|
0.6 |
|
Other |
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(12.2 |
) |
|
|
(9.8 |
) |
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
(19.6 |
) |
|
$ |
(58.3 |
) |
|
$ |
38.7 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities decreased $41.1 million primarily due to the favorable
impact of working capital changes from the net change in accounts receivable, accounts payable and
inventories. The changes in accounts payable and accounts receivable were primarily due to timing
differences of payments and receipts. The decrease in inventories during 2006 was primarily due to
the building of inventory during 2005 in anticipation of the rearrangement of production lines in
Europe as NMHG shifted to the production of new products. In addition, net cash used for operating
activities was favorably affected by adding back the loss on the extinguishment of debt to
reconcile net income to net cash used for operating activities.
Net cash used for investing activities increased $2.4 million primarily due to increased
expenditures for property, plant and equipment and lower proceeds received from the sale of assets
during the first six months of 2006 compared with the first six months of 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reduction of long-term debt and
revolving credit agreements |
|
$ |
(27.0 |
) |
|
$ |
(5.0 |
) |
|
$ |
(22.0 |
) |
Intercompany loans |
|
|
|
|
|
|
39.0 |
|
|
|
(39.0 |
) |
Premium on extinguishment of debt |
|
|
(12.5 |
) |
|
|
|
|
|
|
(12.5 |
) |
Financing fees paid |
|
|
(4.9 |
) |
|
|
|
|
|
|
(4.9 |
) |
Other |
|
|
0.8 |
|
|
|
|
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
$ |
(43.6 |
) |
|
$ |
34.0 |
|
|
$ |
(77.6 |
) |
|
|
|
|
|
|
|
|
|
|
The change in net cash provided by (used for) financing activities in the first six months of 2006
compared with the first six months of 2005 was primarily due to the redemption of the Senior Notes
during the first six months of 2006. This included a reduction in debt of $22.0 million, the
premium on extinguishment of debt of $12.5 million and financing fees paid of $4.9 million. In
addition, the increase in intercompany loans
28
during the first six months of 2005 unfavorably
affected net cash provided by (used for) financing activities compared with the first six months of
2006.
Financing Activities
NACCO Materials Handling Group, Inc. (NMHG Inc.), a wholly owned indirect subsidiary of the
Company, has a $175.0 million secured, floating-rate revolving credit facility (the NMHG
Facility) that expires in December 2010. The NMHG Facility was amended during the first six
months of 2006 to modify certain defined terms and revise the Restriction on Dividends, as
defined in the NMHG Facility, to allow NMHG to increase its dividends beyond the current $5.0
million annual limitation upon achievement of specified profitability and availability thresholds.
The maximum availability under the NMHG Facility is governed by a borrowing base derived from
advance rates against the inventory and accounts receivable of the borrowers, as defined in the
NMHG 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 NMHG
Facility. At June 30, 2006, the borrowing base under the NMHG Facility was $126.8 million, which
reflects reductions for the commitments or availability under certain foreign credit facilities and
for an excess availability requirement of $10.0 million. There were no domestic borrowings
outstanding under this facility at June 30, 2006. The NMHG Facility includes a subfacility for
foreign borrowers which can be denominated in British pound sterling or euros. Included in the
borrowing capacity is a $20.0 million overdraft facility available to foreign borrowers. At June
30, 2006, there was $9.8 million outstanding under these foreign subfacilities.
On March 22, 2006, NMHG Inc. entered into a term loan agreement (the Term Loan Agreement) that
provides for term loans up to an aggregate principal amount of $225.0 million which mature in 2013.
The term loans require quarterly payments in an amount equal to 1% per year for the first six
years, with the remaining balance to be paid in four equal installments in the seventh year.
Borrowings under the Term Loan Agreement are guaranteed by NMHG and substantially all of NMHGs
domestic subsidiaries. The obligations of the guarantors under the Term Loan Agreement are secured
by a first lien on all of the domestic machinery, equipment and real property owned by NMHG Inc.
and each guarantor and a second lien on all of the collateral securing the obligations of NMHG
under its revolving credit facility.
On May 15, 2006, NMHG Inc. borrowed a total principal amount of $225.0 million under the Term Loan
Agreement. The proceeds of the loans, together with available cash, were used to redeem in full
NMHGs Senior Notes, which had an aggregate principal amount of $250.0 million. Pursuant to the
Indenture governing the Senior Notes, NMHG paid the principal amount of the Senior Notes, a
redemption premium of $12.5 million, plus accrued and unpaid interest up to but not including the
redemption date to the registered holders of the Senior Notes. As a result, NMHG recognized a
charge of $17.6 million during the second quarter of 2006 for the redemption premium and write-off
of the remaining unamortized original bond issue discount and deferred financing fees related to
the Senior Notes.
In addition to the amount outstanding under the Term Loan Agreement and the NMHG Facility, NMHG
Inc. had borrowings of approximately $40.0 million at June 30, 2006 under various working capital
facilities.
Both the NMHG Facility and Term Loan Agreement include restrictive covenants, which, among other
things, limit the payment of dividends to NACCO. The NMHG Facility also requires NMHG to meet
certain financial tests, including, but not limited to, minimum excess availability, maximum
capital expenditures, maximum leverage ratio and minimum fixed charge coverage ratio tests. At
June 30, 2006, NMHG was in compliance with the covenants in the NMHG Facility and the Term Loan
Agreement.
NMHG believes that funds available under the NMHG Facility, other available lines of credit and
operating cash flows will provide sufficient liquidity to meet its operating needs and commitments
arising during the next twelve months and until the expiration of the NMHG Facility in December
2010.
Contractual Obligations, Contingent Liabilities and Commitments
As a result of NMHG Inc.s borrowing under the Term Loan Agreement and redemption of the Senior
Notes discussed above, there have been changes since December 31, 2005 in the total amount of
NMHGs contractual obligations and the timing of cash flows in accordance with those obligations
compared with amounts reported in the Companys Form 10-K for the year ended December 31, 2005.
These updated obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
Contractual Obligations |
|
Total |
|
Next 12 months |
|
Year 2 |
|
Year 3 |
|
Year 4 |
|
Year 5 |
|
Thereafter |
NMHG Senior Notes |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Term loans |
|
|
241.6 |
|
|
|
11.2 |
|
|
|
4.2 |
|
|
|
4.2 |
|
|
|
4.2 |
|
|
|
4.1 |
|
|
|
213.7 |
|
29
The Company previously disclosed in its financial statements for the year ended December 31,
2005 that NMHG expected to contribute approximately $5.0 million to its non-U.S. pension plans in
2006. NMHG now expects to contribute approximately $4.1 million to its non-U.S. pension plans in
2006.
Since December 31, 2005, there have been no other significant changes in the total amount of NMHGs
contractual obligations or commercial commitments, or the timing of cash flows in accordance with
those obligations, as reported on page 50 in the Companys Annual Report on Form 10-K for the year
ended December 31, 2005.
Capital Expenditures
Expenditures for property, plant and equipment were $14.7 million for NMHG Wholesale and $4.8
million for NMHG Retail during the first six months of 2006. These capital expenditures included
tooling for new products, lease and rental fleet, information technology infrastructure and plant
improvements. Capital expenditures are estimated to be an additional $30.7 million for NMHG
Wholesale and $3.2 million for NMHG Retail for the remainder of 2006. Planned expenditures for the
remainder of 2006 include tooling related to the ongoing launch of the new 1 to 8 ton internal
combustion engine lift trucks, information technology infrastructure, investments in manufacturing
equipment, plant improvements and rental fleet additions. The principal sources of financing for
these capital expenditures will be internally generated funds and bank borrowings.
Capital Structure
NMHGs capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net tangible assets |
|
$ |
424.5 |
|
|
$ |
417.5 |
|
|
$ |
7.0 |
|
Goodwill and other intangibles |
|
|
352.5 |
|
|
|
351.6 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
777.0 |
|
|
|
769.1 |
|
|
|
7.9 |
|
Advances from NACCO |
|
|
(39.0 |
) |
|
|
(39.0 |
) |
|
|
|
|
Other debt |
|
|
(287.8 |
) |
|
|
(302.5 |
) |
|
|
14.7 |
|
Minority interest |
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
450.4 |
|
|
$ |
427.6 |
|
|
$ |
22.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
42 |
% |
|
|
44 |
% |
|
|
(2 |
%) |
The increase in total net tangible assets was primarily due to a $29.8 million decrease in accounts
payable and a $5.3 million increase in accounts receivable due to the timing of payments and
receipts, a $14.2 million increase in net derivative assets as a result of favorable currency terms
and interest rate swaps, a $10.4 million decrease in other current and long-term liabilities
primarily due to a decrease in the product liability reserve, a $7.5 million increase in other
current assets mainly from an increase in prepaid insurance and taxes and a $6.6 million decrease
in accrued payroll from the payment of 2005 incentive compensation during the first six months of
2006. These items were partially offset by a $66.0 million decrease in cash.
Debt, including advances from NACCO, decreased $14.7 million primarily as a result of the
redemption of the Senior Notes during the first six months of 2006.
Stockholders equity increased $22.8 million in the first six months of 2006 as a result of a $16.8
million increase in accumulated other comprehensive income (loss) and $6.0 million of net income in
the first six months of 2006. The change in accumulated other comprehensive income (loss) was due
to an $8.3 million increase in the cumulative foreign currency translation adjustment and an $8.5
million gain on deferred cash flow hedges.
OUTLOOK
NMHG Wholesale
For the remainder of 2006, NMHG Wholesale expects strong lift truck markets in Europe and
Asia-Pacific and moderate year-over-year increases in the Americas. With these market prospects
and the successful launch in 2005 of the 1 to 3 ton series, the highest volume portion of the newly
designed 1 to 8 ton internal combustion engine (ICE) lift truck line, NMHG Wholesale anticipates
that unit booking and shipment levels in the last half of 2006 will be substantially higher than in
the second half of 2005. However, shipments of the newly designed 4 to 8 ton ICE lift truck
series, which are expected to be introduced during the remainder of 2006 and early 2007, will be at controlled rates to accommodate the
phase-in of these products.
30
Previously implemented improvement programs are expected to deliver significant benefits in the
last half of 2006. NMHG Wholesales newly designed 1 to 3 ton ICE series, launched in 2005, is
expected to continue to affect results positively during the remainder of 2006 and further benefits
are expected to be realized in 2007 and 2008 with the introduction of the 4 to 5 ton series in the
second half of 2006 and the 6 to 8 ton series in early 2007. The effects of the new product
introductions, product cost and expense reduction efforts already implemented or underway, and
increased efficiencies in the Americas attributable to the completion of the restructuring and
rearrangement of assembly lines are expected to be increasingly positive and provide significant
profitability improvements in the last half of 2006. In addition, NMHG Wholesales manufacturing
restructuring activities are approaching maturity and are expected to require less expense than in
prior years. The previously noted benefits are expected to be partially offset by one-time product
development and related introduction costs, and start-up manufacturing inefficiencies in 2006
related to the new lift truck series to be launched, as well as costs attributable to the remaining
portion of the previously announced Irvine manufacturing restructuring program and production line
movements, which will take place in the last half of 2006.
Price increases implemented in the current quarter and prior periods are expected to continue to
offset the effect of anticipated higher material costs in 2006. While these pricing actions taken
in prior periods are expected to have a significant impact on margin recovery in 2006, full
recovery of the accumulated material cost increases incurred since the end of 2003 is not
anticipated until 2007. Although steel cost increases have stabilized over the past few quarters,
higher energy prices and increases in other commodities, such as lead, could result in further
increases in the costs of components and materials and higher fuel costs could continue to raise
shipping costs. Accordingly, NMHG Wholesale will continue to monitor economic conditions and their
resulting effects on costs, and evaluate the need for, and potential outcome resulting from, future
price increases. In addition, NMHG Wholesale continues to work actively to shift the sourcing of
components from high cost British pound sterling and euro countries to low cost areas. This will
become particularly important in 2007, when a number of currently favorable currency hedge
contracts will have expired, leaving a smaller proportion of British pound sterling and euro
purchases hedged against the U.S. dollar than in 2006.
Overall, NMHG Wholesales investment in long-term programs, particularly its significant new
product development and manufacturing programs, are expected to positively affect results during
the second half of 2006 and in 2007 and 2008, but adverse currency could moderate the effect of
these improvements.
NMHG Retail
NMHG Retail expects its existing programs, as well as other programs being put in place, to enhance
the performance of its wholly owned dealerships, although the full benefit will not be achieved
until future years. These programs were put in place in order to meet longer-term strategic
objectives, which include achieving at least break-even results while building market position.
31
NACCO HOUSEWARES GROUP
NACCO Housewares Group includes HB/PS, a leading designer, marketer and distributor of small
electric kitchen and household appliances, as well as commercial products for restaurants, bars and
hotels, and KCI, a national specialty retailer of brand-name kitchenware, small electric appliances
and related accessories. Because the housewares business is seasonal, a majority of revenues and
operating profit occurs in the second half of the year when sales of small electric appliances to
retailers and consumers increase significantly for the fall holiday selling season.
As announced on July 24, 2006, NACCO plans to spin off HB/PS parent, HB-PS Holding Company, Inc.,
to stockholders and then merge Applica Incorporated (Applica) with and into HB-PS Holding
Company, Inc. See Note 11 of the Unaudited Condensed Consolidated Financial Statements for further
discussion of this transaction.
FINANCIAL REVIEW
The results of operations for Housewares were as follows for the three and six months ended June
30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
$ |
113.6 |
|
|
$ |
111.3 |
|
|
$ |
209.1 |
|
|
$ |
205.9 |
|
KCI |
|
|
23.2 |
|
|
|
22.1 |
|
|
|
46.7 |
|
|
|
43.4 |
|
Eliminations |
|
|
(1.1 |
) |
|
|
(1.0 |
) |
|
|
(2.2 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
135.7 |
|
|
$ |
132.4 |
|
|
$ |
253.6 |
|
|
$ |
247.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
$ |
6.5 |
|
|
$ |
5.3 |
|
|
$ |
7.7 |
|
|
$ |
6.4 |
|
KCI |
|
|
(1.6 |
) |
|
|
(1.8 |
) |
|
|
(3.0 |
) |
|
|
(3.6 |
) |
Eliminations |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
4.9 |
|
|
$ |
3.5 |
|
|
$ |
4.6 |
|
|
$ |
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
$ |
(1.0 |
) |
|
$ |
(1.3 |
) |
|
$ |
(2.1 |
) |
|
$ |
(2.5 |
) |
KCI |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
(1.1 |
) |
|
$ |
(1.4 |
) |
|
$ |
(2.3 |
) |
|
$ |
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
$ |
(1.2 |
) |
|
$ |
0.5 |
|
|
$ |
(1.6 |
) |
|
$ |
0.7 |
|
KCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
(1.2 |
) |
|
$ |
0.5 |
|
|
$ |
(1.6 |
) |
|
$ |
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
$ |
2.7 |
|
|
$ |
2.8 |
|
|
$ |
2.5 |
|
|
$ |
2.9 |
|
KCI |
|
|
(1.0 |
) |
|
|
(1.1 |
) |
|
|
(1.9 |
) |
|
|
(2.3 |
) |
Eliminations |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Housewares |
|
$ |
1.6 |
|
|
$ |
1.6 |
|
|
$ |
0.4 |
|
|
$ |
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HB/PS |
|
|
37.2 |
% |
|
|
37.8 |
% |
|
|
37.5 |
% |
|
|
37.0 |
% |
KCI |
|
|
41.2 |
% |
|
|
42.1 |
% |
|
|
40.6 |
% |
|
|
39.5 |
% |
Housewares |
|
|
38.5 |
% |
|
|
38.5 |
% |
|
|
42.9 |
% |
|
|
37.5 |
% |
See the discussion of the effective income tax rate in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
32
Second Quarter of 2006 Compared with Second Quarter of 2005
The following table identifies the components of the changes in revenues for the second quarter of
2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
2005 |
|
$ |
132.4 |
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Sales mix and other |
|
|
4.0 |
|
KCI sales |
|
|
1.1 |
|
Foreign currency |
|
|
0.8 |
|
Unit volume |
|
|
(2.0 |
) |
Average sales price |
|
|
(0.6 |
) |
|
|
|
|
|
2006 |
|
$ |
135.7 |
|
|
|
|
|
Housewares revenues increased 2.5% in the second quarter of 2006 to $135.7 million compared with
$132.4 million in the second quarter of 2005, primarily due to sales of higher-priced products in
the U.S consumer and international markets, driven by increased product placements at its
customers retail stores. Revenues increased at KCI as a result of an increase in the number of
stores to 197 stores at June 30, 2006 from 191 stores at June 30, 2005 and an increase in sales at
comparable stores as a result of higher average sales transactions and an increase in the number of
transactions. These increases were partially offset by a decrease in unit volume at HB/PS.
The following table identifies the components of the changes in operating profit for the second
quarter of 2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
2005 |
|
$ |
3.5 |
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Gross profit |
|
|
1.5 |
|
Foreign currency |
|
|
0.9 |
|
KCI operating profit impact |
|
|
0.2 |
|
Selling, general and administrative expenses |
|
|
(1.2 |
) |
|
|
|
|
|
2006 |
|
$ |
4.9 |
|
|
|
|
|
Operating profit increased $1.4 million to $4.9 million in the second quarter of 2006, compared
with $3.5 million in the second quarter of 2005. Operating profit improved primarily due to
improvements in gross profit from the increase in revenues, lower manufacturing costs and the
continued shift to sourcing products from China. In addition, operating profit increased due to
more favorable foreign currency movements and improved operating results at KCI as a result of
sales at new stores and increased sales at comparable stores due to the favorable effect of
adjustments made to its product offering and merchandising approach. These improvements were
partially offset by increased selling, general and administrative expenses, primarily due to
increased advertising expenses in the second quarter of 2006 supporting a new marketing campaign at
HB/PS.
Housewares reported net income of $1.6 million in both the second quarter of 2006 and 2005. Net
income was affected by the increase in operating profit, offset by an increase in other expense,
primarily from unfavorable foreign currency movements due to the strengthening of the U.S. dollar
in the second quarter of 2006.
33
First Six Months of 2006 Compared with First Six Months of 2005
The following table identifies the components of the changes in revenues for the first six months
of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Revenues |
|
|
2005 |
|
$ |
247.2 |
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Sales mix and other |
|
|
10.3 |
|
KCI sales |
|
|
3.3 |
|
Foreign currency |
|
|
1.5 |
|
Unit volume |
|
|
(8.0 |
) |
Average sales price |
|
|
(0.7 |
) |
|
|
|
|
|
2006 |
|
$ |
253.6 |
|
|
|
|
|
Housewares revenues increased 2.6% in the first six months of 2006 to $253.6 million compared with
$247.2 million in the first six months of 2005, primarily due to a shift in sales mix to
higher-priced products, increased sales at KCI and favorable foreign currency movements. Sales
increased at KCI as a result of an increase in comparable store sales and an increase in the number
of stores to 197 stores at June 30, 2006 from 191 stores at June 30, 2005. These increases were
partially offset by decreased unit volume, mainly in the U.S. consumer market.
The following table identifies the components of the changes in operating profit for the first six
months of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
2005 |
|
$ |
2.8 |
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Gross profit |
|
|
2.7 |
|
Foreign currency |
|
|
1.4 |
|
KCI operating profit impact |
|
|
0.6 |
|
Selling, general and administrative expenses |
|
|
(2.9 |
) |
|
|
|
|
|
2006 |
|
$ |
4.6 |
|
|
|
|
|
For the six months ended June 30, 2006, Housewares operating profit increased to $4.6 million
compared with operating profit of $2.8 million in the first six months of 2005. The increase was
primarily the result of improvements in gross profit due to the increase in revenues, lower
manufacturing costs as a result of HB/PS 2004 and 2005 restructuring programs and the continued
shift to sourcing products from China. In addition, operating income increased due to more
favorable foreign currency movements and improved operating results at KCI as a result of increased
revenues at comparable stores from the favorable effect of adjustments made to its merchandising
approach and product offerings. Operating results were negatively impacted by higher selling,
general and administrative expenses in the first six months of 2006 compared with the first six
months of 2005 primarily as a result of higher advertising expenses supporting a new marketing
campaign and higher employee-related costs.
Net income of $0.4 million in the first six months of 2006 was comparable to net income of $0.5
million in the first six months of 2005. Net income was affected by the increase in operating
profit, offset by an increase in other expense, primarily from unfavorable foreign currency
movements due to the strengthening of the U.S. dollar in the first six months of 2006.
34
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.4 |
|
|
$ |
0.5 |
|
|
$ |
(0.1 |
) |
Depreciation and amortization |
|
|
3.3 |
|
|
|
3.6 |
|
|
|
(0.3 |
) |
Other |
|
|
3.5 |
|
|
|
1.2 |
|
|
|
2.3 |
|
Working capital changes |
|
|
(2.0 |
) |
|
|
(3.9 |
) |
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
5.2 |
|
|
|
1.4 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(2.0 |
) |
|
|
(2.5 |
) |
|
|
0.5 |
|
Proceeds from the sale of assets |
|
|
11.5 |
|
|
|
0.4 |
|
|
|
11.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
9.5 |
|
|
|
(2.1 |
) |
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
14.7 |
|
|
$ |
(0.7 |
) |
|
$ |
15.4 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities increased $3.8 million primarily due to the favorable
impact of other non-cash items and working capital changes. The change in working capital was
primarily due to an increase in accounts payable, partially offset by a smaller decrease in
accounts receivable and a larger increase in inventory during the first six months of 2006 compared
with the first six months of 2005. Accounts payable and inventory increased due to a change in the
timing of inventory purchases for the six months ended June 30, 2006 compared with the six months
ended June 30, 2005.
The increase in net cash provided by (used for) investing activities was primarily due to proceeds received from HB/PS sale of its manufacturing
facility in Saltillo, Mexico during the first six months of 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to long-term debt and
revolving credit agreements |
|
$ |
8.7 |
|
|
$ |
10.9 |
|
|
$ |
(2.2 |
) |
Cash dividends paid to NACCO |
|
|
(23.0 |
) |
|
|
(10.0 |
) |
|
|
(13.0 |
) |
Financing fees paid |
|
|
|
|
|
|
(0.2 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
$ |
(14.3 |
) |
|
$ |
0.7 |
|
|
$ |
(15.0 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities decreased $15.0 million in the first six
months of 2006 compared with the first six months of 2005 primarily due to increased dividends paid
to NACCO for the proceeds from the sale of HB/PS Mexican manufacturing facility and lower
borrowings in the six months ended June 30, 2006 compared with the six months ended June 30, 2005.
Financing Activities
HB/PS financing is provided by a $115.0 million senior secured, floating-rate revolving credit
facility (the HB/PS Facility) that expires in July 2011. The HB/PS Facility was amended during
the second quarter of 2006 to extend the expiration date to July 2011, allow for the disposition of
HB/PS property located in Saltillo, Mexico and the distribution of the cash proceeds on the sale
to NACCO, and increase the annual limit on distributions to NACCO for operating and overhead
expenses from $2.0 million to $2.5 million. The HB/PS Facility is governed by a borrowing base
derived from advance rates against the inventory, accounts receivable and certain trademarks of
HB/PS, as defined in the HB/PS Facility. Adjustments to reserves, including derivative reserves,
will change the eligible borrowing base. A portion of the availability can be denominated in
Canadian dollars to provide funding to HB/PS Canadian subsidiary. Borrowings bear interest at a
floating rate, which can be either a base rate, LIBOR or bankers acceptance rate, as defined in
the
35
HB/PS Facility, plus an applicable margin. The applicable margins, effective June 30, 2006,
for base rate loans and LIBOR loans denominated in U.S. dollars were 0.00% and 1.00%, respectively.
The applicable margin, effective June 30, 2006, for base rate and bankers acceptance loans
denominated in Canadian dollars were 0.50% and 1.00%, respectively. The HB/PS Facility also
requires a fee of 0.20% per annum on the unused commitment. The margins and unused commitment fee are subject to quarterly adjustment
based on a leverage ratio. The HB/PS Facility is secured by substantially all of HB/PS assets.
At June 30, 2006, the borrowing base under the HB/PS Facility was $95.5 million, which had been
reduced for reserves and the excess availability requirement, as defined in the HB/PS Facility.
Borrowings outstanding under the HB/PS Facility were $55.0 million at June 30, 2006. Therefore, at
June 30, 2006, the remaining availability under the HB/PS Facility was $40.5 million. The floating
rate of interest applicable to the HB/PS Facility at June 30, 2006 was 6.18%, including the
floating rate margin.
The HB/PS Facility includes restrictive covenants that, among other things, set limitations on
additional indebtedness, investments, asset sales, capital expenditures and the payment of
dividends to NACCO. The HB/PS Facility also requires HB/PS to meet certain financial tests,
including, but not limited to, maximum leverage and minimum fixed charge ratio tests. At June 30,
2006, HB/PS was in compliance with the covenants in the HB/PS Facility.
KCI maintains a secured, floating-rate revolving line of credit (the KCI Facility) with
availability up to $17.5 million derived from a borrowing base formula using KCIs eligible
inventory. The KCI Facility expires in July 2009. At June 30, 2006, the borrowing base as defined
in the KCI Facility was $17.5 million. Borrowings outstanding under the KCI Facility were $8.1
million at June 30, 2006. Therefore, at June 30, 2006, the remaining availability under the KCI
Facility was $9.4 million. The KCI Facility requires a fee of 0.25% per annum on the unused
commitment. Borrowings bear interest at LIBOR plus 1.35%. The KCI Facility includes restrictive
covenants that, among other things, limit capital expenditures and require that borrowings do not
exceed $6.5 million for 30 consecutive days from December 15 to February 13. At June 30, 2006, KCI
was in compliance with the covenants in the KCI Facility.
Housewares believes that funds available under its credit facilities and operating cash flows will
provide sufficient liquidity to meet its operating needs and commitments arising during the next
twelve months and until the current facilities expire in 2009 and 2011.
In connection with the previously announced spin-off of HB-PS Holding Company, Inc. and merger with
Applica, commitments for financing have been secured to provide Hamilton Beach, Inc. with funding
to finance ongoing operations and growth, the repayment of Applicas and HB/PS existing debt,
transaction expenses and the cash dividend to NACCO.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2005, there have been no significant changes in the total amount of Housewares
contractual obligations or commercial commitments, or the timing of cash flows in accordance with
those obligations as reported on page 61 in the Companys Form 10-K for the year ended December 31,
2005.
Capital Expenditures
Expenditures for property, plant and equipment were $2.0 million for the first six months of 2006
and are estimated to be an additional $4.9 million for the remainder of 2006. These planned
capital expenditures are primarily for tooling for new products and KCI store fixtures and
equipment. These expenditures are expected to be funded from internally generated funds and bank
borrowings.
Capital Structure
Working capital is significantly affected by the seasonality of the housewares business;
therefore, we have provided a discussion of the changes in Housewares capital structure at June
30, 2006 compared with both June 30, 2005 and December 31, 2005.
36
June 30, 2006 Compared with June 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30 |
|
|
June 30 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Total net tangible assets |
|
$ |
105.2 |
|
|
$ |
123.4 |
|
|
$ |
(18.2 |
) |
Goodwill and other intangibles, net |
|
|
83.7 |
|
|
|
83.8 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
188.9 |
|
|
|
207.2 |
|
|
|
(18.3 |
) |
Advances from NACCO |
|
|
(2.5 |
) |
|
|
(2.5 |
) |
|
|
|
|
Other debt |
|
|
(63.4 |
) |
|
|
(64.1 |
) |
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
123.0 |
|
|
$ |
140.6 |
|
|
$ |
(17.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
35 |
% |
|
|
32 |
% |
|
|
3 |
% |
Total net tangible assets decreased $18.2 million at June 30, 2006 compared with June 30, 2005,
primarily as a result of an increase in accounts payable of $14.8 million primarily due to the
timing of inventory purchases in the first six months of 2006 compared with the first six months of
2005 and a decrease in property, plant and equipment of $14.6 million primarily as a result of the
sale of HB/PS manufacturing facility in Saltillo, Mexico in the second quarter of 2006, partially
offset by a $10.4 million increase in inventory due to the timing of inventory purchases.
Stockholders equity decreased $17.6 million primarily as a result of the increase in dividends
paid to NACCO.
June 30, 2006 Compared with December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Total net tangible assets |
|
$ |
105.2 |
|
|
$ |
118.5 |
|
|
$ |
(13.3 |
) |
Goodwill and other intangibles, net |
|
|
83.7 |
|
|
|
83.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
188.9 |
|
|
|
202.2 |
|
|
|
(13.3 |
) |
Advances from NACCO |
|
|
(2.5 |
) |
|
|
(2.5 |
) |
|
|
|
|
Other debt |
|
|
(63.4 |
) |
|
|
(54.7 |
) |
|
|
(8.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
123.0 |
|
|
$ |
145.0 |
|
|
$ |
(22.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
35 |
% |
|
|
28 |
% |
|
|
7 |
% |
Total net tangible assets decreased $13.3 million at June 30, 2006 compared with December 31, 2005,
primarily due to a $17.4 million decrease in accounts receivable, a $12.4 million decrease in
property, plant and equipment, and an $8.3 million increase in accounts payable, partially offset
by a $14.0 million increase in inventory and an $8.2 million decrease in other current liabilities.
The decrease in accounts receivable was primarily due to lower sales in the first six months of
2006 compared with sales in the seasonally high fourth quarter of 2005. The decrease in property,
plant and equipment was due to the sale of HB/PS manufacturing facility in Saltillo, Mexico in the
second quarter of 2006. The change in accounts payable was mainly due to the timing of inventory
purchases and the increase in inventory was due primarily to the seasonality of the Housewares
business. Other current liabilities decreased primarily as a result of the payment in the first
six months of 2006 of payroll and annual incentive compensation which was accrued at December 31,
2005 and a reduction in the accrual for cooperative advertising due to the timing of payments.
The $22.0 million decrease in stockholders equity in the first six months of 2006 was primarily
the result of dividends paid to NACCO. In addition, debt increased $8.7 million primarily due to
the dividends paid to NACCO, partially offset by the decrease in tangible assets.
OUTLOOK
As previously announced, NACCO plans to spin-off HB-PS Holding Company, Inc. to the Companys
stockholders and, immediately after the spin-off, Applica Incorporated will merge with and into
HB-PS Holding Company, Inc. It is NACCOs objective to complete this transaction by the end of the
third quarter of 2006, subject to required regulatory approvals and approval of the merger by
Applicas stockholders.
NACCO Housewares Group is moderately optimistic that markets for its consumer goods will strengthen
in 2006 compared with prior years. However, current economic conditions affecting consumers, such
as increased energy and gasoline costs and rising interest rates, could unfavorably affect retail
sales of HB/PS products in the second half of 2006 and result in reduced customer visits at KCI
stores.
37
Over time, continued product innovation, promotions and branding programs at HB/PS are expected to
help HB/PS strengthen its market positions. Through its ongoing focus on innovation, HB/PS has a
strong assortment of new products planned for 2006 and 2007. The new products planned for 2006, as
well as those introduced in 2005, are anticipated to generate additional product placements at
retailers, resulting in increased revenues and operating profit. However, volume prospects are
difficult to predict because current and new products are dependent on the consumers need for, and
acceptance of, the companys products, as well as the availability of retail shelf space.
HB/PS expects pricing pressure in the remainder of 2006 from suppliers due to increased commodity
costs for resins, copper and aluminum. Additionally, HB/PS expects transportation costs in the
second half of the year to be higher compared with the same period in 2005 as a result of higher
fuel prices. HB/PS will work to mitigate these increased costs through price increases, where
justified, as well as through programs initiated in prior years to enhance product offerings and
reduce costs.
HB/PS implemented manufacturing restructuring programs in 2004 and 2005 which are designed to
reduce operating costs and improve manufacturing efficiencies. These programs, along with
increased sourcing of products from China, are expected to provide continued improvements to the
companys operating results over time. The restructuring programs are expected to be largely
completed during the third quarter of 2006. These programs and others initiated by HB/PS are
expected to continue to improve results in the last half of 2006 and 2007, but are likely to be
partially offset in 2006 by additional costs necessary to complete these programs.
KCI expects modest increases in sales and improvements in operations in the last half of 2006
stemming from the effects of an adjustment in its merchandising approach, new product offerings and
key programs already in place. However, results are not expected to reach the peak levels of 2002
and 2003 until economic conditions improve, which may lead to increased customer visits to factory
outlet malls.
Longer term, KCI expects to continue programs to enhance its merchandise mix, store displays and
appearance and optimize store selling space. It also expects to continue to close non-performing
stores, prudently open new stores, increase internet sales volumes, expand offerings of private
label lines, including Hamilton Beach® and Proctor Silex®-branded
non-electric products, and develop new store formats, including an enclosed mall format, while
maintaining disciplined cost control.
38
THE NORTH AMERICAN COAL CORPORATION
NACoal mines and markets lignite coal primarily as fuel for power generation and provides selected
value-added mining services for other natural resources companies. Lignite is surface mined in
North Dakota, Texas, Louisiana and Mississippi. Total coal reserves approximate 2.3 billion tons
with 1.2 billion tons committed to customers pursuant to long-term contracts. NACoal has six
lignite mining operations: The Coteau Properties Company (Coteau), The Falkirk Mining Company
(Falkirk), The Sabine Mining Company (Sabine), San Miguel Lignite Mining Operations (San
Miguel), Red River Mining Company (Red River) and Mississippi Lignite Mining Company (MLMC).
NACoal also provides dragline mining services (limerock dragline mining operations) for
independently owned limerock quarries in Florida.
Three of NACoals wholly owned subsidiaries: Coteau, Falkirk, and Sabine (collectively, the
project mining subsidiaries) meet the definition of a variable interest entity pursuant to FIN
No. 46, Consolidation of Variable Interest Entities, and are accounted for by the equity method.
The pre-tax earnings of the project mining subsidiaries are included on the line Earnings of
unconsolidated project mining subsidiaries in the Unaudited Condensed Consolidated Statements of
Operations. The Company has included the pre-tax earnings of the project mining subsidiaries as a
component of operating profit, since they are an integral part of the Companys business and
operating results. The investment in the project mining subsidiaries is included on the line
Other Non-current Assets in the Unaudited Condensed Consolidated Balance Sheets.
FINANCIAL REVIEW
Lignite tons sold by NACoals operating lignite mines were as follows for the three and six months
ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
SIX MONTHS |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Coteau |
|
|
3.3 |
|
|
|
3.3 |
|
|
|
7.2 |
|
|
|
7.1 |
|
Falkirk |
|
|
2.0 |
|
|
|
1.7 |
|
|
|
4.0 |
|
|
|
3.5 |
|
Sabine |
|
|
1.2 |
|
|
|
1.0 |
|
|
|
1.7 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Project mining subsidiaries |
|
|
6.5 |
|
|
|
6.0 |
|
|
|
12.9 |
|
|
|
12.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
San Miguel |
|
|
1.0 |
|
|
|
0.8 |
|
|
|
1.7 |
|
|
|
1.5 |
|
MLMC |
|
|
0.8 |
|
|
|
0.9 |
|
|
|
1.7 |
|
|
|
1.8 |
|
Red River |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-project mines |
|
|
2.0 |
|
|
|
1.8 |
|
|
|
3.8 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lignite tons sold |
|
|
8.5 |
|
|
|
7.8 |
|
|
|
16.7 |
|
|
|
16.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The limerock dragline mining operations delivered 10.5 million and 20.2 million cubic yards of
limerock in the three and six months ended June 30, 2006, respectively. This compares with 4.9
million and 10.1 million cubic yards of limerock in the three and six months ended June 30, 2005,
respectively.
The results of operations for NACoal were as follows for the three and six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
39.2 |
|
|
$ |
28.0 |
|
|
$ |
72.9 |
|
|
$ |
57.1 |
|
Operating profit |
|
$ |
13.9 |
|
|
$ |
5.4 |
|
|
$ |
20.2 |
|
|
$ |
12.5 |
|
Interest expense |
|
$ |
(1.9 |
) |
|
$ |
(2.2 |
) |
|
$ |
(3.9 |
) |
|
$ |
(4.6 |
) |
Other income |
|
$ |
|
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
Net income |
|
$ |
9.9 |
|
|
$ |
3.2 |
|
|
$ |
13.6 |
|
|
$ |
7.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
17.5 |
% |
|
|
3.0 |
% |
|
|
17.1 |
% |
|
|
6.3 |
% |
See the discussion of the effective income tax rate in Note 8 of the Unaudited Condensed
Consolidated Financial Statements.
39
Second Quarter of 2006 Compared with Second Quarter of 2005
The following table identifies the components of the changes in revenues for the second quarter of
2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Revenues |
|
2005 |
|
$ |
28.0 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Consolidated coal mining operations |
|
|
7.1 |
|
Limerock dragline mining operations |
|
|
4.1 |
|
Other |
|
|
0.1 |
|
Royalty |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
39.2 |
|
|
|
|
|
Revenues for the second quarter of 2006 increased 40.0% to $39.2 million from $28.0 million in the
second quarter of 2005. The increase in revenues at the consolidated mining operations is
primarily the result of an amended contract at San Miguel that was signed in the second quarter of
2006 but effective as of January 1, 2006, resulting in a one-time increase to revenues of $1.4
million for the first quarter of 2006 recognized in the second quarter of 2006. In addition, the
amended contract improved 2006 second-quarter revenues by $3.1 million compared with the second
quarter of 2005. Revenue also improved at Red River from increased production and sales to an
additional customer. The increase in limerock dragline mining operations was from increased
deliveries as a result of the start-up of three new limerock dragline operations in the second half
of 2005.
The following table identifies the components of the changes in operating profit for the second
quarter of 2006 compared with the second quarter of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
2005 |
|
$ |
5.4 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Consolidated coal and limerock mining operating profit |
|
|
8.5 |
|
Earnings of unconsolidated project mining subsidiaries |
|
|
1.4 |
|
Other |
|
|
0.1 |
|
Selling, general and administrative expenses |
|
|
(1.2 |
) |
Royalty |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
13.9 |
|
|
|
|
|
Operating profit increased to $13.9 million in the second quarter of 2006 from $5.4 million in the
second quarter of 2005, primarily due to an increase in consolidated coal and limerock dragline
mining operating profit. The increase in operating profit was primarily due to a $5.0 million
increase in San Miguels operating profit as a result of a recently signed contract amendment that
was retroactive to January 1, 2006. The retroactive adjustment for the first quarter of 2006
recognized in the second quarter of 2006 was $3.0 million. The remaining $2.0 million improvement
at San Miguel was for the second quarter of 2006 results under the amended contract compared with
the second quarter of 2005. Also contributing to the increase in operating profit were reduced
expenses at the limerock dragline mining operations as a result of several operations maturing
beyond the start-up phase and reaching steady production levels and reduced operating expenses at
MLMC as a result of improved productivity in the second quarter of 2006
compared with the prior year quarter. In addition, the earnings of the unconsolidated project
mining subsidiaries increased due to higher tons delivered and higher contractual prices. These
increases were partially offset by increased selling, general and administrative expenses mainly
due to higher payroll-related costs and professional fees.
Net income in the second quarter of 2006 increased to $9.9 million from $3.2 million in the second
quarter of 2005 due to the factors affecting operating profit, partially offset by an increase in
the effective income tax rate for 2006 compared with 2005.
40
First Six Months of 2006 Compared with First Six Months of 2005
The following table identifies the components of the changes in revenues for the first six months
of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Revenues |
|
2005 |
|
$ |
57.1 |
|
|
|
|
|
|
Increase in 2006 from: |
|
|
|
|
Consolidated coal mining operations |
|
|
8.7 |
|
Limerock dragline mining operations |
|
|
6.6 |
|
Royalty |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
72.9 |
|
|
|
|
|
Revenues for the first six months of 2006 increased to $72.9 million, an increase of 27.7%, from
$57.1 million in the first six months of 2005. The increase in revenues at the consolidated mining
operations is primarily the result of the contract amendment previously described, which was
effective January 1, 2006, at San Miguel as well as increased revenue at Red River from increased
production and sales to an additional customer. The increase in limerock dragline mining
operations was from increased deliveries as a result of the start-up of three new limerock dragline
operations in the second half of 2005.
The following table identifies the components of the changes in operating profit for the first six
months of 2006 compared with the first six months of 2005:
|
|
|
|
|
|
|
Operating |
|
|
|
Profit |
|
|
|
|
|
|
2005 |
|
$ |
12.5 |
|
|
|
|
|
|
Increase (decrease) in 2006 from: |
|
|
|
|
Consolidated coal and limerock mining operating profit |
|
|
6.8 |
|
Earnings of unconsolidated project mining subsidiaries |
|
|
1.9 |
|
Other |
|
|
0.3 |
|
Royalty |
|
|
0.2 |
|
Selling, general and administrative expenses |
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
20.2 |
|
|
|
|
|
Operating profit increased to $20.2 million in the first six months of 2006 from $12.5 million in
the first six months of 2005, primarily due to an increase in consolidated coal and limerock
dragline mining operating profit. The increase in operating profit was primarily due to a recently
signed contract amendment at San Miguel, reduced expenses at the limerock dragline mining
operations as a result of several operations maturing beyond the start-up phase and reaching steady
production levels, and reduced operating expenses at MLMC as a result of
improved productivity in the first six months of 2006 compared with the first six months of 2005.
In addition, the earnings of the unconsolidated project mining subsidiaries increased due to higher
tons delivered and higher contractual prices. These increases were partially offset by increased
selling, general and administrative expenses mainly due to higher payroll-related costs and
professional fees.
Net income in the first six months of 2006 increased to $13.6 million from $7.5 million in the
first six months of 2005 due to the factors affecting operating profit and reduced interest expense
due to lower debt levels and lower interest rates during the first half of 2006. These
improvements were partially offset by a higher effective income tax rate in 2006 compared with
2005.
41
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following tables detail the changes in cash flow for the six months ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
13.6 |
|
|
$ |
7.5 |
|
|
$ |
6.1 |
|
Depreciation, depletion and amortization |
|
|
6.6 |
|
|
|
6.7 |
|
|
|
(0.1 |
) |
Other |
|
|
(0.3 |
) |
|
|
(3.6 |
) |
|
|
3.3 |
|
Working capital changes |
|
|
8.2 |
|
|
|
(3.2 |
) |
|
|
11.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
28.1 |
|
|
|
7.4 |
|
|
|
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment |
|
|
(10.3 |
) |
|
|
(11.1 |
) |
|
|
0.8 |
|
Proceeds from sale of assets |
|
|
0.1 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(10.2 |
) |
|
|
(11.1 |
) |
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow before financing activities |
|
$ |
17.9 |
|
|
$ |
(3.7 |
) |
|
$ |
21.6 |
|
|
|
|
|
|
|
|
|
|
|
The increase in net cash provided by operating activities was primarily the result of changes in
working capital and an increase in net income for the first six months of 2006 compared with the
first six months of 2005. The favorable change in working capital was primarily the result of
higher intercompany tax receipts and the timing of receipts of accounts receivable.
Capital expenditures for NACoal decreased in the first six months of 2006 compared with the first
six months of 2005 primarily due to larger investments in new or expanded dragline mining projects
during 2005 compared with 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions/(reductions) of long-term debt and
revolving credit agreements |
|
$ |
(13.2 |
) |
|
$ |
7.2 |
|
|
$ |
(20.4 |
) |
Cash dividends paid to NACCO |
|
|
(8.1 |
) |
|
|
(5.2 |
) |
|
|
(2.9 |
) |
Intercompany loans |
|
|
5.0 |
|
|
|
2.6 |
|
|
|
2.4 |
|
Financing fees paid |
|
|
|
|
|
|
(0.8 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
$ |
(16.3 |
) |
|
$ |
3.8 |
|
|
$ |
(20.1 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities decreased primarily due to the use of
available cash to pay down debt and pay increased dividends to NACCO, which were partially offset
by higher intercompany loans during the first six months of 2006 compared with the first six months
of 2005.
Financing Activities
NACoal has an unsecured revolving line of credit of up to $75.0 million and an unsecured term loan
of $45.0 million (the NACoal Facility). The term loan requires annual principal repayments of
$10.0 million and a final principal repayment of $15.0 million in March 2010. The NACoal Facility
expires in March 2010. NACoal had $75.0 million of its revolving credit facility available at June
30, 2006.
The NACoal Facility has performance-based pricing, which sets interest rates based upon achieving
various levels of debt to EBITDA ratios, as defined in the NACoal Facility. The NACoal Facility
provides for, at NACoals option, Eurodollar loans, which bear interest at LIBOR plus a margin based on the
level of debt to EBITDA ratio achieved, and Base Rate loans, which bear interest at Base Rates plus
the Applicable Margin, as defined in the NACoal Facility. A facility fee, which is determined
based on the level of debt to EBITDA ratio achieved is also applied to the aggregate revolving line
of credit. At June 30, 2006, term loan
42
borrowings outstanding bore interest at LIBOR plus 1.25% and the revolving credit interest rate was
LIBOR plus 1.025%. At June 30, 2006, the revolving credit facility fee was 0.225% of the unused commitment.
The NACoal Facility also contains restrictive covenants which require, among other things, NACoal
to maintain certain debt to EBITDA and fixed charge coverage ratios and provides the ability to
make loans, dividends and advances to NACCO, with some restrictions. At June 30, 2006, NACoal was
in compliance with the covenants in the NACoal Facility.
During 2004, NACoal issued unsecured notes totaling $35.0 million in a private placement, which
require annual payments of $5.0 million beginning in October 2008 and will mature on October 4,
2014. These unsecured notes bear interest at a fixed rate of 6.06%, payable semi-annually on April
4 and October 4. During 2005, in addition to the unsecured notes issued during 2004, NACoal issued
additional unsecured notes totaling $10.0 million in a private placement (collectively, the NACoal
Notes). The additional unsecured notes require annual payments of approximately $1.4 million
beginning in October 2008, will mature on October 4, 2014 and bear interest at a fixed rate of
6.14%, payable semi-annually on April 4 and October 4. The NACoal Notes are redeemable at any time
at the option of NACoal, in whole or in part, at an amount equal to par plus accrued and unpaid
interest plus a make-whole premium, if applicable. The NACoal Notes contain certain covenants
and restrictions. These covenants require, among other things, NACoal to maintain certain net
worth, leverage and interest coverage ratios and limit dividends to NACCO. At June 30, 2006,
NACoal was in compliance with the covenants in the NACoal Notes.
NACoal has a demand note payable to Coteau which bears interest based on the applicable quarterly
federal short-term interest rate as announced from time to time by the Internal Revenue Service.
At June 30, 2006, the balance of the note was $2.1 million and the interest rate was 4.68%.
NACoal has three collateralized notes payable that expire, in accordance with their respective
terms, in 2007 and 2008, and require monthly principal and interest payments at a weighted-average
fixed interest rate of 5.37%. The balance of these notes was $4.7 million at June 30, 2006.
NACoal believes that funds available under the NACoal Facility and operating cash flows will
provide sufficient liquidity to finance all of its scheduled loan principal repayments and its
operating needs and commitments arising during the next twelve months and until the expiration of
the NACoal Facility in 2010.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2005, there have been no significant changes in the total amount of NACoals
contractual obligations or commercial commitments, or the timing of cash flows in accordance with
those obligations as reported on page 69 in the Companys Annual Report on Form 10-K for the year
ended December 31, 2005.
Capital Expenditures
Expenditures for property, plant and equipment were $10.3 million during the first six months of
2006. NACoal estimates that its capital expenditures for the remainder of 2006 will be an
additional $5.3 million, primarily for improvements at the coal mining operations.
Capital Structure
NACoals capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other net tangible assets |
|
$ |
95.2 |
|
|
$ |
123.8 |
|
|
$ |
(28.6 |
) |
Coal supply agreements and other intangibles, net |
|
|
73.5 |
|
|
|
74.8 |
|
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
168.7 |
|
|
|
198.6 |
|
|
|
(29.9 |
) |
Advances from NACCO |
|
|
(9.1 |
) |
|
|
(4.1 |
) |
|
|
(5.0 |
) |
Other debt |
|
|
(96.9 |
) |
|
|
(110.0 |
) |
|
|
13.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
62.7 |
|
|
$ |
84.5 |
|
|
$ |
(21.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
63 |
% |
|
|
57 |
% |
|
|
6 |
% |
The decrease in total net tangible assets of $28.6 million was primarily due to a $37.7 million
reduction in property, plant and equipment. The reduction in property, plant and equipment was
primarily the result of the adoption of Emerging Issues Task Force (EITF) No. 04-6, which
included a reduction in property, plant and equipment of $41.7 million. See Note 2 to the
Unaudited Condensed Consolidated Financial Statements for further discussion.
43
The decrease in stockholders equity was primarily from a $27.6 million reduction in retained
earnings for the adoption of EITF No. 04-6 as of January 1, 2006 and dividends paid to NACCO,
partially offset by net income of $13.6 million from the first six months of 2006.
OUTLOOK
NACoal expects normal levels of lignite coal deliveries in the last half of 2006, absent any
unanticipated customer power plant outages. The programs implemented by NACoal to increase
efficiencies and reduce costs are expected to have a considerable impact in the remainder of 2006,
with further improvement realized in 2007. These improvements are particularly the result of more
favorable operating conditions at MLMC and an expected significant improvement in operations at San
Miguel as a result of the recently signed contract amendment. In addition, anticipated contract
escalation is expected to continue to recover an increasing amount of commodity costs for diesel
fuel, tires and steel at all consolidated mining operations.
Deliveries from the limerock dragline mining operations are expected to continue to increase in
2006 as a result of the commencement of new operations in 2005. These new limerock dragline mining
operations are expected to have a significant impact on 2006 earnings as compared with 2005.
However, deliveries and operating results in the long term could potentially be reduced as a result
of a federal court decision affecting customers mining permits in South Florida. NACoal believes
that its customers intend to vigorously challenge and appeal this ruling.
Over the longer term, NACoal expects to continue its efforts to develop new domestic coal projects
and is encouraged that more new project opportunities may become available, including opportunities
for coal liquefaction, coal gasification and other clean coal technologies, given current high
prices for natural gas, the main competing power plant fuel. Further, NACoal continues to pursue
additional non-coal mining opportunities.
44
NACCO AND OTHER
NACCO and Other includes the parent company operations and Bellaire Corporation (Bellaire),
a non-operating subsidiary of NACCO. While Bellaires results are immaterial, it does have
significant long-term liabilities related to closed mines, primarily from former Eastern U.S.
underground coal mining activities. See additional discussion in Note 7 to the Unaudited Condensed
Consolidated Financial Statements. Cash payments related to Bellaires obligations, net of
internally generated cash, are funded by NACCO and historically have not been material.
FINANCIAL REVIEW
Operating Results
The results of operations at NACCO and Other were as follows for the three and six months ended
June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Operating loss |
|
$ |
(0.5 |
) |
|
$ |
(0.5 |
) |
|
$ |
(1.9 |
) |
|
$ |
(0.8 |
) |
Other income |
|
$ |
0.6 |
|
|
$ |
0.1 |
|
|
$ |
1.0 |
|
|
$ |
0.4 |
|
Net income (loss) |
|
$ |
(1.4 |
) |
|
$ |
(1.0 |
) |
|
$ |
(2.6 |
) |
|
$ |
0.7 |
|
Second Quarter of 2006 Compared with Second Quarter of 2005
The change in other income in the second quarter of 2006 compared with the second quarter of 2005
was primarily due to a $0.4 million increase in intercompany interest income at the parent company
as a result of increased intercompany notes receivable from the subsidiaries. The change in net
income (loss) for the second quarter of 2006 compared with the second quarter of 2005 was primarily
due to higher income tax expense, partially offset by the items affecting other income.
First Six Months of 2006 Compared with First Six Months of 2005
The increase in operating loss in the first six months of 2006 compared with the operating loss in
the first six months of 2005 was primarily due to an increase in employee-related expenses. The
change in other income in the first six months of 2006 compared with the first six months of 2005
was primarily due to a $0.9 million increase in interest income due to an increase in intercompany
interest income at the parent company as a result of increased intercompany notes receivable from
the subsidiaries, partially offset by the absence of a refund from the Internal Revenue Service
recorded in the first half of 2005. The change in net income (loss) for the first six months of
2006 compared with the first six months of 2005 was primarily the result of the increase in the
operating loss and the absence of a $2.8 million tax benefit recognized in the first six months of
2005 related to the recognition of previously generated losses in Europe, partially offset by the
increase in other income.
Management Fees
The parent company charges management fees to its operating subsidiaries for services provided
by the corporate headquarters. The NACCO management fees are based upon estimated parent company
resources devoted to providing centralized services and stewardship activities and are allocated
among all NACCO subsidiaries based upon the relative size and complexity of each subsidiary. The
Company believes that the allocation method is reasonable.
Following is a table for comparison of parent company fees for the three and six months ended
June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
NACCO fees included in
selling, general
and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMHG Wholesale |
|
$ |
2.5 |
|
|
$ |
2.3 |
|
|
$ |
5.0 |
|
|
$ |
4.6 |
|
Housewares |
|
$ |
0.9 |
|
|
$ |
0.9 |
|
|
$ |
1.9 |
|
|
$ |
1.8 |
|
NACoal |
|
$ |
0.4 |
|
|
$ |
0.3 |
|
|
$ |
0.8 |
|
|
$ |
0.7 |
|
LIQUIDITY AND CAPITAL RESOURCES
Although NACCOs subsidiaries have entered into substantial borrowing agreements, NACCO has not
guaranteed the long-term debt or any borrowings of its subsidiaries. The borrowing agreements at
NMHG, HB/PS, KCI and NACoal allow for the payment to NACCO of management fees, dividends and
advances
45
under certain circumstances. Dividends, advances and management fees from its
subsidiaries are the primary sources of cash for NACCO.
The Company believes that funds available under credit facilities and anticipated funds to be
generated from operations are sufficient to finance all of its scheduled principal repayments,
operating needs and commitments arising during the next twelve months and until the expiration of
its subsidiaries credit facilities.
Contractual Obligations, Contingent Liabilities and Commitments
Since December 31, 2005, there have been no significant changes in the total amount of NACCO
and Other contractual obligations or commercial commitments, or the timing of cash flows in
accordance with those obligations, as reported in the Companys Annual Report on Form 10-K for the
year ended December 31, 2005.
Capital Structure
NACCOs consolidated capital structure is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JUNE 30 |
|
|
December 31 |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net tangible assets |
|
$ |
671.9 |
|
|
$ |
689.3 |
|
|
$ |
(17.4 |
) |
Goodwill, coal supply agreements
and other intangibles, net |
|
|
509.7 |
|
|
|
510.1 |
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
1,181.6 |
|
|
|
1,199.4 |
|
|
|
(17.8 |
) |
Total debt |
|
|
(448.1 |
) |
|
|
(467.2 |
) |
|
|
19.1 |
|
Closed mine obligations
(Bellaire), including UMWA,
net-of-tax |
|
|
(28.2 |
) |
|
|
(28.9 |
) |
|
|
0.7 |
|
Minority interest |
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
705.5 |
|
|
$ |
703.3 |
|
|
$ |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt to total capitalization |
|
|
39 |
% |
|
|
40 |
% |
|
|
(1 |
%) |
46
EFFECTS OF FOREIGN CURRENCY
NMHG and Housewares operate internationally and enter into transactions denominated in foreign
currencies. As such, the Companys 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 at NMHG and Housewares are addressed in the previous discussions of operating
results. See also Item 3, Quantitative and Qualitative Disclosures About Market Risk, in Part I
of this Form 10-Q.
FORWARD-LOOKING STATEMENTS
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 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, which speak only as of the date hereof. 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 each subsidiarys
operations include, without limitation:
NMHG: (1) reduction in demand for lift trucks and related aftermarket parts and service on a
worldwide basis, especially in the U.S. where NMHG derives a majority of its sales, (2) changes in
sales prices, (3) delays in delivery or increases in costs of raw materials or sourced products and
labor, (4) customer acceptance of, changes in the prices of, or delays in the development of new
products, (5) introduction of new products by, or more favorable product pricing offered by, NMHGs
competitors, (6) delays in manufacturing and delivery schedules, (7) changes in or unavailability
of suppliers, (8) 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, (9) product liability or other litigation, warranty claims or
returns of products, (10) delays in or increased costs of restructuring programs, (11) the
effectiveness of the cost reduction programs implemented globally, including the successful
implementation of procurement and sourcing initiatives, (12) acquisitions and/or dispositions of
dealerships by NMHG and (13) changes mandated by federal and state regulation including health,
safety or environmental legislation.
Housewares: (1) the ability to obtain governmental approvals of the proposed spin-off of HB-PS
Holding Company, Inc. and merger with Applica on the proposed terms and schedule, (2) the failure
to obtain approval of the merger from Applica stockholders, (3) disruption from the spin-off of
HB-PS Holding Company, Inc. and merger with Applica, making it more difficult to maintain
relationships with customers, employees or suppliers, (4) the failure to obtain New York Stock
Exchange approval for the listing of Hamilton Beach, Inc.s Class A common stock, (5) changes in
the sales prices, product mix or levels of consumer purchases of kitchenware and small electric
household appliances, (6) bankruptcy of or loss of major retail customers or suppliers, (7) changes
in costs, including transportation costs, of raw materials, key component parts or sourced
products, (8) delays in delivery or the unavailability of raw materials, key component parts or
sourced products, (9) changes in suppliers, (10) exchange rate fluctuations, changes in the foreign
import tariffs and monetary policies, and other changes in the regulatory climate in the foreign
countries in which NACCO, HB/PS and Applica buy, operate and/or sell products, (11) product
liability, regulatory actions or other litigation, warranty claims or returns of products, (12)
customer acceptance of changes in costs of, or delays in the development of new products, (13)
delays in or increased costs of restructuring programs, (14) increased competition, including
consolidation within the industry and (15) weather conditions, gasoline prices or other events that
would affect the number of customers visiting KCI stores.
NACoal: (1) weather conditions, extended power plant outages or other events that would change the
level of customers lignite or limerock requirements, (2) weather or equipment problems that could
affect lignite or limerock deliveries to customers, (3) changes in mining permit requirements that
could affect deliveries to customers, (4) changes in costs related to geological conditions,
repairs and maintenance, new equipment and replacement parts, fuel or other similar items, (5)
costs to pursue and develop new mining opportunities, (6) changes in U.S. regulatory requirements,
including changes in emission regulations and (7) changes in the power industry that would affect
demand for NACoals reserves.
47
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See pages 78, F-13, F-28 and F-29 of the Companys Form 10-K for the year ended December 31, 2005
for a discussion of its derivative hedging policies and use of financial instruments. There have
been no material changes in the Companys market risk exposures since December 31, 2005.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures: An evaluation was carried out under the
supervision and with the participation of the Companys management, including the principal
executive officer and the principal financial officer, of the effectiveness of the Companys
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 Companys disclosure controls and
procedures are effective.
Changes in internal control over financial reporting: During the second quarter of 2006,
there have been no changes in the Companys internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Companys internal control
over financial reporting.
48
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 1A Risk Factors
The Risk Factors included in our Annual Report on Form 10-K for the year ended December
31, 2005 have not materially changed other than as set forth below.
NMHGs business may be subject to retaliatory duties imposed by the European Union.
This Risk Factor is no longer applicable since the U.S. Congress voted to repeal certain
tax benefits for U.S. companies contained in the American Jobs Creation Act of 2004. As
a result, the European Union repealed the regulation which dealt with the additional
customs duties and the additional duties to be applied to forklift trucks imported into
Europe from the United States were eliminated in May 2006.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders
at the Annual Meeting of Stockholders held May 10, 2006, with the
results indicated:
|
|
|
|
|
|
|
|
|
|
|
Outstanding Shares |
|
|
Number of Votes |
|
Class A Common |
|
|
6,623,839 |
|
|
|
6,623,839 |
|
Class B Common |
|
|
1,611,248 |
|
|
|
16,112,480 |
|
|
|
|
|
|
|
|
|
|
|
8,235,087 |
|
|
|
22,736,319 |
|
|
|
|
|
|
|
|
Proposal 1. Election of twelve directors for the ensuing year.
|
|
|
|
|
|
|
|
|
|
|
|
|
Director Nominee |
|
For |
|
Withheld |
|
Total |
Owsley Brown II |
|
|
21,935,292 |
|
|
|
69,228 |
|
|
|
22,004,520 |
|
Robert M. Gates |
|
|
21,926,991 |
|
|
|
77,529 |
|
|
|
22,004,520 |
|
Dennis W. LaBarre |
|
|
20,315,368 |
|
|
|
1,689,152 |
|
|
|
22,004,520 |
|
Richard de J. Osborne |
|
|
21,957,615 |
|
|
|
46,905 |
|
|
|
22,004,520 |
|
Alfred M. Rankin, Jr. |
|
|
21,795,213 |
|
|
|
209,307 |
|
|
|
22,004,520 |
|
Ian M. Ross |
|
|
21,934,047 |
|
|
|
70,473 |
|
|
|
22,004,520 |
|
Michael E. Shannon |
|
|
21,949,484 |
|
|
|
55,036 |
|
|
|
22,004,520 |
|
Britton T. Taplin |
|
|
21,881,428 |
|
|
|
123,092 |
|
|
|
22,004,520 |
|
David F. Taplin |
|
|
20,510,217 |
|
|
|
1,494,303 |
|
|
|
22,004,520 |
|
John F. Turben |
|
|
21,957,665 |
|
|
|
46,855 |
|
|
|
22,004,520 |
|
Eugene Wong |
|
|
21,957,484 |
|
|
|
47,036 |
|
|
|
22,004,520 |
|
There were no broker non-votes.
Proposal 2. To act on the proposal to approve the Supplemental Annual Incentive
Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstain |
|
Non-Vote |
|
Total |
21,553,249 |
|
|
434,718 |
|
|
|
16,553 |
|
|
|
|
|
|
|
22,004,520 |
|
49
Proposal 3. To act on the proposal to approve the Executive Long-Term Incentive
Compensation Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstain |
|
Non-Vote |
|
Total |
20,990,249 |
|
|
551,727 |
|
|
|
16,153 |
|
|
|
446,391 |
|
|
|
22,004,520 |
|
Proposal 4. To act on the proposal to approve the Executive Long-Term Incentive Bonus
Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstain |
|
Non-Vote |
|
Total |
21,004,912 |
|
|
536,140 |
|
|
|
17,077 |
|
|
|
446,391 |
|
|
|
22,004,520 |
|
Proposal 5. Confirming the appointment of Ernst & Young LLP as independent
registered public accounting firm of the Company for the current fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstain |
|
Non-Vote |
|
Total |
21,987,832 |
|
|
5,930 |
|
|
|
10,758 |
|
|
|
|
|
|
|
22,004,520 |
|
Item 5 Other Information
None
Item 6 Exhibits
See Exhibit index on Page 52 of this quarterly report on Form 10-Q.
50
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.
|
|
|
|
|
|
NACCO Industries, Inc. |
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
Date August 2, 2006 |
/s/ Kenneth C. Schilling
|
|
|
Kenneth C. Schilling |
|
|
Vice President and Controller
(Authorized Officer and Principal
Financial and Accounting Officer) |
|
51
Exhibit Index
|
|
|
|
|
Exhibit |
|
|
Number* |
|
Description of Exhibits |
|
2.1 |
|
|
Agreement and Plan of Merger, dated as of July 23, 2006, between HB-PS Holding Company, Inc.
and Applica Incorporated, and joined in by NACCO Industries, Inc. for the specific purposes
therein provided is incorporated herein by reference to Exhibit 2.1 to the Companys Current
Report on Form 8-K, filed on July 27, 2006, Commission File Number 1-9172. |
|
2.2 |
|
|
Spin Off Agreement, dated as of July 23, 2006, among NACCO Industries, Inc., Housewares
Holding Company, HB-PS Holding Company, Inc. and Hamilton Beach/Proctor-Silex, Inc. is
incorporated herein by reference to Exhibit 2.2 to the Companys Current Report on Form 8-K,
filed on July 27, 2006, Commission File Number 1-9172. |
|
3.1 |
|
|
Amended and Restated Bylaws of NACCO Industries, Inc. are incorporated herein by reference to
Exhibit 3.1 to the Companys Current Report on
Form 8-K, filed on May 15, 2006, Commission
File Number 1-9172. |
|
10.1 |
|
|
NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (As Amended and
Restated Effective as of January 1, 2006) is incorporated herein by reference to Exhibit 10.1
to the Companys Current Report on
Form 8-K, filed on May 15, 2006, Commission File Number
1-9172. |
|
10.2 |
|
|
Form of Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive
Compensation Plan (As Amended and Restated Effective January 1, 2006) is incorporated herein
by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed on May 15,
2006, Commission File Number 1-9172. |
|
10.3 |
|
|
NACCO Industries, Inc. Supplemental Annual Incentive Compensation Plan (As Amended and
Restated Effective January 1, 2006) is incorporated herein by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K, filed by the Company on May 15, 2006, Commission File
Number 1-9172. |
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10.4 |
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NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (Effective as of
January 1, 2006) is incorporated herein by reference to Exhibit 10.4 to the Companys Current
Report on Form 8-K, filed by the Company on May 15, 2006, Commission File Number 1-9172. |
|
10.5 |
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Form of Award Agreement for the NACCO Industries, Inc. Supplemental Executive Long-Term
Incentive Bonus Plan (Effective as of January 1, 2006) is incorporated herein by reference to
Exhibit 10.5 to the Companys Current Report on Form 8-K, filed by the Company on May 15,
2006, Commission File Number 1-9172. |
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10.6 |
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Third Amendment to Credit Agreement, dated May 17, 2006, among Hamilton Beach/Proctor-Silex,
Inc., the Lenders named therein and Wachovia Bank, as Agent, is incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on
June 26, 2006, Commission File Number 1-9172. |
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10.7 |
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Second Amendment to the Amended and Restated Credit Agreement, dated December 19, 2005, by
and among NMHG Holding Co., certain of its subsidiaries, the Lenders, as defined in the Credit
Agreement, and Citicorp North America, Inc., as administrative agent for the Lenders is
incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K,
filed on July 27, 2006, Commission File Number 1-9172. |
|
10.8 |
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Amendment
No. 2 to the Credit Agreement, dated March 8, 2005, by and
among The North American Coal Corporation, the Lenders, as defined in
the Credit Agreement, and Citibank, N.A., as agent for the Lenders is
incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed on
August 2, 2006, Commission File Number 1-9172. |
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31(i)(1) |
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Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the
Exchange Act |
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31(i)(2) |
|
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Certification of Kenneth C. Schilling 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 Alfred M. Rankin, Jr. and Kenneth C. Schilling |
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* |
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Numbered in accordance with Item 601 of Regulation S-K |
52