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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 333-89248
NMHG HOLDING CO.
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(Exact name of registrant as specified in its charter)
DELAWARE 31-1637659
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
650 N.E. HOLLADAY STREET; SUITE 1600; PORTLAND, OR 97232
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(Address of principal executive offices) (Zip code)
(503) 721-6000
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since
last report)
NMHG HOLDING CO. IS A WHOLLY OWNED SUBSIDIARY OF NACCO INDUSTRIES, INC. AND
MEETS THE CONDITIONS IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q. WE ARE
FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT UNDER GENERAL INSTRUCTION H(2).
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
At October 31, 2003, 100 common shares were outstanding.
NMHG HOLDING CO.
TABLE OF CONTENTS
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
Unaudited Condensed Consolidated Balance Sheets -
September 30, 2003 and December 31, 2002 3
Unaudited Condensed Consolidated Statements of Operations
for the Three Months and Nine Months Ended September 30, 2003
and 2002 4
Unaudited Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2003 and 2002 5
Unaudited Condensed Consolidated Statements of Changes
in Stockholder's Equity for the Nine Months Ended
September 30, 2003 and 2002 6
Notes to Unaudited Condensed Consolidated Financial
Statements 7-22
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 23-30
Item 4 Controls and Procedures 31
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 32
Item 5 Other Information 32
Item 6 Exhibits and Reports on Form 8-K 32
Signature 33
Exhibit Index 34
2
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
NMHG HOLDING CO. AND SUBSIDIARIES
SEPTEMBER 30 DECEMBER 31
2003 2002
------------ ------------
(in millions, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 23.8 $ 54.9
Accounts receivable, net 224.2 193.1
Tax advances, NACCO Industries, Inc. 22.1 16.4
Inventories 263.6 222.0
Deferred income taxes 22.4 21.6
Prepaid expenses and other 15.8 29.9
------------ -----------
TOTAL CURRENT ASSETS 571.9 537.9
PROPERTY, PLANT AND EQUIPMENT, NET 233.5 242.1
GOODWILL 347.9 343.7
OTHER NON-CURRENT ASSETS 72.9 79.8
------------ -----------
TOTAL ASSETS $1,226.2 $ 1,203.5
============ ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 201.5 $ 186.9
Revolving credit agreements 27.0 31.3
Current maturities of long-term debt 19.3 20.0
Accrued payroll 22.6 23.3
Accrued warranty obligations 25.9 23.1
Other current liabilities 115.0 114.2
------------ -----------
TOTAL CURRENT LIABILITIES 411.3 398.8
LONG-TERM DEBT 270.2 273.5
OTHER NON-CURRENT LIABILITIES 137.0 147.8
MINORITY INTEREST .3 1.1
STOCKHOLDER'S EQUITY
Common stock, par value $1 per share, 100 shares authorized;
100 shares outstanding --- ---
Capital in excess of par value 198.2 198.2
Retained earnings 233.4 226.8
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment 7.8 (10.3)
Minimum pension liability adjustment (31.9) (31.9)
Deferred loss on cash flow hedging (.1) (.5)
------------ -----------
407.4 382.3
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,226.2 $ 1,203.5
============ ===========
See notes to unaudited condensed consolidated financial statements.
3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NMHG HOLDING CO. AND SUBSIDIARIES
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------ ------------
2003 2002 2003 2002
---- ---- ---- ----
(in millions)
Revenues $ 407.9 $ 385.6 $ 1,255.3 $ 1,146.1
Cost of sales 335.7 314.8 1,032.8 945.1
--------- --------- --------- ----------
GROSS PROFIT 72.2 70.8 222.5 201.0
Selling, general and administrative expenses 66.4 57.7 188.4 170.9
--------- --------- --------- ----------
OPERATING PROFIT 5.8 13.1 34.1 30.1
Other income (expense)
Interest expense (8.6) (10.4) (25.9) (24.5)
Loss on interest rate swap agreements (.4) (2.1) (1.1) (4.9)
Income (loss) from unconsolidated affiliates .7 (2.2) 2.4 (1.1)
Other - net .5 (.3) 1.4 (.5)
--------- --------- --------- ----------
(7.8) (15.0) (23.2) (31.0)
--------- --------- --------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY (2.0) (1.9) 10.9 (.9)
INTEREST
Income tax provision (benefit) (4.2) (.7) .2 (2.3)
--------- --------- --------- ----------
INCOME (LOSS) BEFORE MINORITY INTEREST 2.2 (1.2) 10.7 1.4
Minority interest income .4 .4 .9 .9
--------- --------- --------- ----------
NET INCOME (LOSS) $ 2.6 $ (.8) $ 11.6 $ 2.3
========= ========= ========= ==========
COMPREHENSIVE INCOME (LOSS) $ 4.8 $ (3.0) $ 30.1 $ 15.2
========= ========= ========= ==========
See notes to unaudited condensed consolidated financial statements.
4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NMHG HOLDING CO. AND SUBSIDIARIES
NINE MONTHS ENDED
SEPTEMBER 30
------------
2003 2002
---- ----
(in millions)
OPERATING ACTIVITIES
$ 11.6 $ 2.3
Net income
Adjustments to reconcile net income
to net cash provided by (used for) operating activities:
Depreciation and amortization 32.6 36.6
Deferred income taxes 2.9 1.7
Minority interest (.9) (.9)
Other non-cash items 3.6 4.0
Working capital changes
Intercompany receivable/payable, affiliate (5.8) 12.8
Accounts receivable (25.0) (13.2)
Inventories (31.1) 3.4
Other current assets (3.0) (1.6)
Accounts payable and other liabilities 5.3 (8.7)
---------- ---------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (9.8) 36.4
INVESTING ACTIVITIES
Expenditures for property, plant and equipment (18.4) (12.1)
Proceeds from the sale of assets 13.6 2.8
Proceeds from unconsolidated affiliates --- .7
---------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (4.8) (8.6)
FINANCING ACTIVITIES
Additions to long-term debt and revolving credit agreements 19.3 288.5
Reductions of long-term debt and revolving credit agreements (32.6) (312.5)
Cash dividends paid (3.8) (15.0)
Notes receivable/payable, NACCO Industries, Inc. --- (8.0)
Financing fees paid (.1) (15.1)
---------- ---------
NET CASH USED FOR FINANCING ACTIVITIES (17.2) (62.1)
Effect of exchange rate changes on cash .7 2.2
---------- ---------
CASH AND CASH EQUIVALENTS
Decrease for the period (31.1) (32.1)
Balance at the beginning of the period 54.9 59.6
---------- ---------
BALANCE AT THE END OF THE PERIOD $ 23.8 $ 27.5
========== =========
See notes to unaudited condensed consolidated financial statements.
5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
NMHG HOLDING CO. AND SUBSIDIARIES
NINE MONTHS ENDED
SEPTEMBER 30
------------
2003 2002
---- ----
(in millions)
COMMON STOCK $ --- $ ---
--------- ----------
CAPITAL IN EXCESS OF PAR VALUE 198.2 198.2
--------- ----------
RETAINED EARNINGS
Beginning balance 226.8 229.5
Net income 11.6 2.3
Cash dividends declared (5.0) (15.0)
--------- ----------
233.4 216.8
--------- ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Beginning balance (42.7) (45.7)
Foreign currency translation adjustment 18.1 9.2
Reclassification of hedging activity into earnings --- 1.3
Current period cash flow hedging activity .4 2.4
--------- ----------
(24.2) (32.8)
--------- ----------
TOTAL STOCKHOLDER'S EQUITY $ 407.4 $ 382.2
========= ==========
See notes to unaudited condensed consolidated financial statements.
6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NMHG HOLDING CO. AND SUBSIDIARIES
SEPTEMBER 30, 2003
(Tabular Amounts in Millions)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of NMHG Holding Co. ("NMHG Holding," the parent company), a
Delaware corporation, and its wholly owned subsidiaries, NACCO Materials
Handling Group, Inc. ("NMHG Wholesale") and NMHG Distribution Co. ("NMHG
Retail") (collectively, "NMHG" or the "Company"). Intercompany accounts and
transactions have been eliminated. NMHG Holding is a wholly owned subsidiary of
NACCO Industries, Inc. ("NACCO"). The Company's subsidiaries operate in the lift
truck industry. The Company manages its lift truck operations as two reportable
segments: wholesale manufacturing and retail distribution.
NMHG designs, engineers, manufactures, sells, services and leases a
comprehensive line of lift trucks and aftermarket parts and services marketed
globally under the Hyster(R) and Yale(R) brand names. NMHG Wholesale includes
the manufacture and sale of lift trucks and related service parts, primarily to
independent and wholly owned Hyster and Yale retail dealerships. NMHG Retail
includes the sale, leasing and service of Hyster and Yale lift trucks and
related service parts by wholly owned retail dealerships and rental companies.
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the financial position of the
Company as of September 30, 2003 and the results of its operations for the three
and nine month periods ended September 30, 2003 and 2002 and the results of its
cash flows and changes in stockholder's equity for the nine month periods ended
September 30, 2003 and 2002 have been included.
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information or
notes required by accounting principles generally accepted in the United States
for complete financial statements.
Operating results for the three and nine month periods ended September 30, 2003
are not necessarily indicative of the results that may be expected for the
remainder of the year ending December 31, 2003. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002.
Certain amounts in the prior period's Unaudited Condensed Consolidated Statement
of Cash Flows have been reclassified to conform to the current period's
presentation.
NOTE 2 - INVENTORIES
Inventories are summarized as follows:
SEPTEMBER 30 DECEMBER 31
2003 2002
---- ----
Manufactured inventories:
Finished goods and service parts $ 122.6 $ 99.9
Raw materials and work in process 127.4 110.3
---------- ------------
Total manufactured inventories 250.0 210.2
Retail inventories 27.6 23.4
---------- ------------
Total inventories at FIFO 277.6 233.6
LIFO reserve (14.0) (11.6)
---------- ------------
$ 263.6 $ 222.0
========== ============
The cost of certain manufactured and retail inventories, including service
parts, has been determined using the LIFO method. At September 30, 2003 and
December 31, 2002, 63% and 64%, respectively, of total
7
inventories were determined using the LIFO method. An actual valuation of
inventory under the LIFO method can be made only at the end of the year based on
the inventory levels and costs at that time. Accordingly, interim LIFO
calculations must necessarily be based on management's estimates of expected
year-end inventory levels and costs. Because these estimates are subject to
change and may be different than the actual inventory levels and costs at
year-end, interim results are subject to the final year-end LIFO inventory
valuation.
NOTE 3 - RESTRUCTURING CHARGES
The changes to the Company's restructuring accruals since December 31, 2002 are
as follows:
LEASE
SEVERANCE IMPAIRMENT OTHER TOTAL
--------- ---------- ----- -----
NMHG WHOLESALE
Balance at December 31, 2002 $ 9.3 $ --- $ .9 $ 10.2(a)
Foreign currency effect (.4) --- --- (.4)
Reversal (.3) --- --- (.3)
Payments (2.1) --- --- (2.1)
--------- --------- ------ --------
BALANCE AT SEPTEMBER 30, 2003 $ 6.5 $ --- $ .9 $ 7.4
========= ========= ====== ========
NMHG RETAIL
Balance at December 31, 2002 $ 1.5 $ .1 $ --- $ 1.6
Provision/(reversal) (.7) .2 --- (.5)
Payments (.4) (.1) --- (.5)
--------- --------- ------ --------
BALANCE AT SEPTEMBER 30, 2003 $ .4 $ .2 $ --- $ .6
========= ========= ====== ========
(a) The December 31, 2002 balance indicated in the table above does not include
$7.6 million in curtailment losses relating to pension and other post-retirement
benefits which will not be paid until employees reach retirement age. These
amounts were accrued in the fiscal year ended December 31, 2000 as part of the
restructuring of the Danville, Illinois assembly plant. Final severance payments
for the Danville restructuring plan were made in 2002.
NMHG 2002 RESTRUCTURING PROGRAM
As announced in December 2002, NMHG Wholesale is phasing out its Lenoir, North
Carolina, lift truck component facility and restructuring other manufacturing
and administrative operations, primarily its Irvine, Scotland, lift truck
assembly and component facility. During the fourth quarter of 2002, NMHG
Wholesale recognized a restructuring charge of approximately $12.5 million
pre-tax. Of this amount, $3.8 million related to a non-cash asset impairment
charge for a building, machinery and tooling, which was determined based on the
then current market values for similar assets and broker quotes as compared to
the net book value of these assets; and $8.7 million related to severance and
other employee benefits to be paid to approximately 615 manufacturing and
administrative employees. Payments began during the second quarter of 2003. As
of September 30, 2003, payments of $1.2 million were made to approximately 150
employees. Payments are expected to continue through 2005. In addition, $0.3
million of the amount accrued at December 31, 2002 was reversed in the first
nine months of 2003 as a result of a reduction in the estimate of employees
eligible to receive severance payments. Included in the table above is $0.9
million accrued for post-employment benefits. Approximately $5.4 million of
pre-tax restructuring related costs which were not eligible for accrual in
December 2002, primarily related to manufacturing inefficiencies, were expensed
in the first nine months of 2003 and are not shown in the table above. Of the
$5.4 million additional costs incurred during 2003, $5.1 million is classified
as cost of sales and $0.3 million is classified as selling, general, and
administrative expenses in the Unaudited Condensed Consolidated Statement of
Operations for the nine months ended September 30, 2003.
NMHG 2001 RESTRUCTURING PROGRAMS
During 2001, management committed to the restructuring of certain operations in
Europe for both the Wholesale and Retail segments of the business. As such, NMHG
Wholesale recognized a restructuring charge of approximately $4.5 million
pre-tax for severance and other employee benefits to be paid to approximately
285 direct and indirect factory labor and administrative personnel in Europe. As
of December 31, 2002, payments of $3.4 million to approximately 245 employees
had been made and $0.2 million of the amount originally accrued was reversed in
2002. Although the majority of the headcount
8
reductions were made by the end of 2002, final payments of $0.9 million were
made to 16 employees during the first nine months of 2003.
NMHG Retail recognized a restructuring charge of approximately $4.7 million
pre-tax in 2001, of which $0.4 million related to lease termination costs and
$4.3 million related to severance and other employee benefits to be paid to
approximately 140 service technicians, salesmen and administrative personnel at
wholly owned dealers in Europe. As of December 31, 2002, severance payments of
$2.8 million had been made to approximately 110 employees. Although the majority
of the headcount reductions were made by the end of 2002, during the first nine
months of 2003, severance payments of $0.4 million were made to seven employees.
In addition, $0.7 million of the amount accrued at December 31, 2002 was
reversed in the first nine months of 2003 as a result of a reduction in the
estimate of the total number of employees to receive severance as well as a
reduction in the average amount to be paid to each employee. The remaining
severance payments are expected to be completed during 2004. In addition, the
lease impairment accrual was increased by $0.2 million during 2003 as a result
of additional lease expense.
NOTE 4 - ACCOUNTING FOR GUARANTEES
In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." FIN No. 45 requires guarantors to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee for those guarantees initiated or modified after December
31, 2002. However, certain guarantees, including product warranties and
guarantees between parties under common control (i.e., parent and subsidiary),
are not required to be recognized at fair value at inception. FIN No. 45 also
requires additional disclosures of guarantees, including product warranties and
guarantees between parties under common control, beginning with interim or
annual periods ending after December 15, 2002. Guarantees initiated prior to
December 31, 2002 are not recognized as a liability measured at fair value per
FIN No. 45, but are subject to the disclosure requirements. The Company has made
the required disclosures in these financial statements. Also, the Company has
recognized guarantees included within the scope of FIN No. 45 and initiated
after December 31, 2002 as liabilities measured at fair value. The adoption of
the fair value provisions of FIN No. 45 did not have a material impact on the
Company's financial position or results of operations for the three or nine
months ended September 30, 2003.
Under various financing arrangements for certain customers, including
independently owned retail dealerships, NMHG provides guarantees of the residual
values of lift trucks, or recourse or repurchase obligations such that NMHG
would be obligated in the event of default by the customer. Terms of the
third-party financing arrangements for which NMHG is providing a guarantee
generally range from one to five years. Total guarantees and amounts subject to
recourse or repurchase obligations at September 30, 2003 and December 31, 2002
were $169.3 million and $153.6 million, respectively. Losses anticipated under
the terms of the guarantees, recourse or repurchase obligations, which are not
significant, have been reserved for in the accompanying Unaudited Condensed
Consolidated Financial Statements. Generally, NMHG retains a security interest
in the related assets financed such that, in the event that NMHG would become
obligated under the terms of the recourse or repurchase obligations, NMHG would
take title to the assets financed. The fair value of collateral held at
September 30, 2003 was approximately $181.9 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, the type
of equipment and general market conditions that influence the value of both new
and used forklift trucks.
NMHG has a 20% ownership interest in NMHG Financial Services, Inc. ("NFS"), a
joint venture with GE Capital Corporation ("GECC"), formed primarily for the
purpose of providing financial services to Hyster and Yale lift truck dealers
and national account customers in the United States. NMHG's ownership in NFS is
accounted for using the equity method of accounting. Generally, NMHG sells lift
trucks through its independent dealer network or directly to customers. These
dealers and customers may enter into a financing transaction with NFS or another
unrelated third-party. NFS provides debt financing to dealers and lease
financing to both dealers and customers. On occasion, the credit quality of the
customer or concentration issues within GECC necessitate providing standby
recourse or repurchase obligations or a guarantee of the residual value of the
lift trucks purchased by customers and financed through NFS. At September 30,
2003, $126.7 million of the $169.3 million of guarantees discussed above related
to transactions with NFS. In addition, in connection with the formation of the
current joint venture agreement that expires in April 2004, NMHG also provides a
guarantee to GECC for 20% of NFS' debt with GECC, such that NMHG would become
liable under the terms of NFS' debt agreements with GECC in the case of default
by NFS. At September 30, 2003, the amount of NFS' debt guaranteed by NMHG was
$101.2 million. NFS has not defaulted under the terms of this debt financing in
the past and although there can be
9
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. In addition, NMHG sells extended warranty
agreements which provide additional warranty up to three to five years or up to
3,600 to 10,000 hours. The specific terms and conditions of those warranties
vary depending upon the product sold and the country in which NMHG does
business. Revenue received for the sale of extended warranty contracts is
deferred and recognized in the same manner as the costs are incurred to perform
under the warranty contracts, in accordance with FASB Technical Bulletin 90-1,
"Accounting for Separately Priced Extended Warranty and Product Maintenance
Contracts." The Company estimates the costs that may be incurred under its
warranty programs, both standard and extended, and records a liability for such
costs at the time product revenue is recognized. Factors that affect the
Company's warranty liability include the number of units sold, historical and
anticipated rates of warranty claims and the cost per claim. Additionally, NMHG
maintains a quality enhancement program under which it provides for specially
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. The Company
periodically assesses the adequacy of its recorded warranty liabilities and
adjusts the amounts as necessary.
Changes in the Company's current and long-term warranty obligations, including
deferred revenue on extended warranty contracts, during the nine months ended
September 30, 2003 are as follows:
Balance at December 31, 2002 $ 41.9
Warranties issued 23.4
Settlements made (24.0)
Changes in estimates (2.2)
Foreign currency effect .3
--------
BALANCE AT SEPTEMBER 30, 2003 $ 39.4
========
As part of its periodic review of warranty estimates, the Company reduced its
warranty accrual by $2.2 million during the nine months ended September 30,
2003, based on recent history of the volume of claims processed, the amount of
those claims and expectations of future trends under its warranty programs. This
adjustment is not necessarily indicative of future trends or adjustments that
may be required to adjust the warranty accrual in future periods.
10
NOTE 5 - UNAUDITED CONDENSED CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION
The following tables set forth the unaudited condensed consolidating statements
of operations for the three and nine month periods ended September 30, 2003 and
2002, the condensed consolidating balance sheets as of September 30, 2003 and
December 31, 2002, and the condensed consolidating statements of cash flows for
the nine month periods ended September 30, 2003 and 2002. The following
information is included as a result of the guarantee of the Parent Company's
Senior Notes by each of NMHG's wholly owned U.S. subsidiaries ("Guarantor
Companies"). None of the Company's other subsidiaries has guaranteed the Senior
Notes. Each of the guarantees is joint and several and full and unconditional.
"NMHG Holding" includes the consolidated financial results of the parent company
only, with all of its wholly owned subsidiaries accounted for under the equity
method. Certain amounts in the prior periods' financial information have been
reclassified to conform to the current period's presentation.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
----------- ---------- ------------- ------------- ------------
Revenues $ --- $ 242.3 $ 227.6 $ (62.0) $ 407.9
Cost of sales --- 204.2 193.5 (62.0) 335.7
Selling, general, and
administrative expenses --- 36.5 29.9 --- 66.4
---------- ---------- ---------- ---------- ----------
Operating profit --- 1.6 4.2 --- 5.8
Interest expense --- (7.0) (1.6) --- (8.6)
Other income (expense) --- .2 (.1) --- .1
---------- ---------- ---------- ---------- ----------
Income (loss) before
income taxes, minority
interest and income from
unconsolidated affiliates --- (5.2) 2.5 --- (2.7)
Income tax benefit (.1) (1.4) (2.7) --- (4.2)
Minority interest income --- --- .4 --- .4
Income from
unconsolidated affiliates 2.5 6.3 --- (8.1) .7
---------- ---------- ---------- ---------- ----------
Net income $ 2.6 $ 2.5 $ 5.6 $ (8.1) $ 2.6
========== ========== ========== ========== ==========
11
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------- ------------- ------------
Revenues $ --- $ 241.5 $ 193.4 $ (49.3) $ 385.6
Cost of sales --- 201.4 162.7 (49.3) 314.8
Selling, general, and
administrative expenses --- 31.5 26.2 --- 57.7
------------ ------------ ------------ ------------ ------------
Operating profit --- 8.6 4.5 --- 13.1
Interest expense (.1) (8.7) (1.6) --- (10.4)
Other expense --- (2.0) (.4) --- (2.4)
------------ ------------ ------------ ------------ ------------
Income (loss) before
income taxes, minority
interest and income from
unconsolidated affiliates (.1) (2.1) 2.5 --- .3
Income tax provision (benefit) --- 1.0 (1.7) --- (.7)
Minority interest income --- --- .4 --- .4
Income (loss) from
unconsolidated affiliates (.7) 2.4 (1.5) (2.4) (2.2)
------------ ------------ ------------ ------------ ------------
Net income (loss) $ (.8) $ (.7) $ 3.1 $ (2.4) $ (.8)
============ ============ ============ ============ ============
12
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
Revenues $ --- $ 762.6 $ 672.9 $ (180.2) $ 1,255.3
Cost of sales --- 645.8 567.2 (180.2) 1,032.8
Selling, general, and
administrative expenses --- 98.6 89.8 --- 188.4
------------ ------------ ------------ ------------ ------------
Operating profit --- 18.2 15.9 --- 34.1
Interest expense --- (21.0) (4.9) --- (25.9)
Other income --- .2 .1 --- .3
------------ ------------ ------------ ------------ ------------
Income (loss) before income
taxes, minority interest and
income from
unconsolidated affiliates --- (2.6) 11.1 --- 8.5
Income tax provision (benefit) (.1) .8 (.5) --- .2
Minority interest income --- --- .9 --- .9
Income from
unconsolidated affiliates 11.5 14.9 --- (24.0) 2.4
------------ ------------ ------------ ------------ ------------
Net income $ 11.6 $ 11.5 $ 12.5 $ (24.0) $ 11.6
============ ============ ============ ============ ============
13
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
Revenues $ --- $ 728.9 $ 555.7 $ (138.5) $ 1,146.1
Cost of sales --- 615.7 467.9 (138.5) 945.1
Selling, general, and
administrative expenses --- 93.2 77.7 --- 170.9
------------ ------------ ------------ ------------ ------------
Operating profit --- 20.0 10.1 --- 30.1
Interest expense (3.7) (16.9) (3.9) --- (24.5)
Other expense --- (3.0) (2.4) --- (5.4)
------------ ------------ ------------ ------------ ------------
Income (loss) before income
taxes, minority interest and
income from
unconsolidated affiliates (3.7) .1 3.8 --- .2
Income tax benefit (1.4) (.8) (.1) --- (2.3)
Minority interest income --- --- .9 --- .9
Income (loss) from
unconsolidated affiliates 4.6 3.7 (1.5) (7.9) (1.1)
------------ ------------ ------------ ------------ ------------
Net income $ 2.3 $ 4.6 $ 3.3 $ (7.9) $ 2.3
============ ============ ============ ============ ============
14
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents $ --- $ 2.1 $ 21.7 $ --- $ 23.8
Accounts receivable, net 15.5 97.9 195.6 (84.8) 224.2
Inventories --- 144.7 118.9 --- 263.6
Other current assets 2.4 47.0 16.6 (5.7) 60.3
------------ ------------ ------------ ------------ ------------
Total current assets 17.9 291.7 352.8 (90.5) 571.9
Property, plant and equipment, net --- 130.5 103.0 --- 233.5
Goodwill --- 307.3 40.6 --- 347.9
Other non-current assets 661.7 293.3 29.2 (911.3) 72.9
------------ ------------ ------------ ------------ ------------
Total Assets $ 679.6 $ 1,022.8 $ 525.6 $ (1,001.8) $ 1,226.2
============ ============ ============ ============ ============
Accounts payable $ 1.3 $ 129.7 $ 138.3 $ (67.8) $ 201.5
Other current liabilities 9.5 119.2 81.0 (26.9) 182.8
Revolving credit agreements 13.9 --- 13.1 --- 27.0
------------ ------------ ------------ ------------ ------------
Total current liabilities 24.7 248.9 232.4 (94.7) 411.3
Long-term debt 247.4 275.7 40.4 (293.3) 270.2
Other long-term liabilities .1 111.7 42.6 (17.1) 137.3
Stockholder's equity 407.4 386.5 210.2 (596.7) 407.4
------------ ------------ ------------ ------------ ------------
Total liabilities and stockholder's equity $ 679.6 $ 1,022.8 $ 525.6 $ (1,001.8) $ 1,226.2
============ ============ ============ ============ ============
15
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents $ --- $ 5.3 $ 49.6 $ --- $ 54.9
Accounts receivable, net 6.4 120.3 161.7 (95.3) 193.1
Inventories --- 121.5 100.5 --- 222.0
Other current assets 3.7 55.2 9.3 (.3) 67.9
------------ ------------ ------------ ------------ ------------
Total current assets 10.1 302.3 321.1 (95.6) 537.9
Property, plant and equipment, net --- 133.3 108.8 --- 242.1
Goodwill --- 307.3 36.4 --- 343.7
Other non-current assets 628.1 238.4 27.1 (813.8) 79.8
------------ ------------ ------------ ------------ ------------
Total Assets $ 638.2 $ 981.3 $ 493.4 $ (909.4) $ 1,203.5
============ ============ ============ ============ ============
Accounts payable $ --- $ 121.9 $ 152.5 $ (87.5) $ 186.9
Other current liabilities 3.6 114.4 75.1 (12.5) 180.6
Revolving credit agreements 5.2 --- 26.1 --- 31.3
------------ ------------ ------------ ------------ ------------
Total current liabilities 8.8 236.3 253.7 (100.0) 398.8
Long-term debt 247.1 264.8 14.9 (253.3) 273.5
Other long-term liabilities --- 118.7 44.2 (14.0) 148.9
Stockholder's equity 382.3 361.5 180.6 (542.1) 382.3
------------ ------------ ------------ ------------ ------------
Total liabilities and stockholder's equity $ 638.2 $ 981.3 $ 493.4 $ (909.4) $ 1,203.5
============ ============ ============ ============ ============
16
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES $ 5.0 $ (4.2) $ (5.8) $ (4.8) $ (9.8)
INVESTING ACTIVITIES
Expenditures for property, plant and equipment --- (11.3) (7.1) --- (18.4)
Proceeds from the sale of assets --- 11.7 1.9 --- 13.6
Other-net --- (.8) --- .8 ---
------------ ------------ ------------ ------------ ------------
NET CASH USED FOR INVESTING ACTIVITIES --- (.4) (5.2) .8 (4.8)
FINANCING ACTIVITIES
Net additions to (reductions of) long-term
debt and revolving credit agreements 8.8 .2 (22.3) --- (13.3)
Notes receivable/payable, affiliates (9.9) 4.9 3.9 1.1 ---
Other-net (3.9) (3.7) .8 2.9 (3.9)
------------ ------------ ------------ ------------ ------------
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES (5.0) 1.4 (17.6) 4.0 (17.2)
Effect of exchange rate changes on cash --- --- .7 --- .7
------------ ------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS
Decrease for the period --- (3.2) (27.9) --- (31.1)
Balance at the beginning of the period --- 5.3 49.6 --- 54.9
------------ ------------ ------------ ------------ ------------
BALANCE AT THE END OF THE PERIOD $ --- $ 2.1 $ 21.7 $ --- $ 23.8
============ ============ ============ ============ ============
17
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(in millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Co. Companies Companies Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
NET CASH PROVIDED BY (USED FOR) OPERATING
ACTIVITIES $ (3.7) $ 38.3 $ 1.6 $ .2 $ 36.4
INVESTING ACTIVITIES
Expenditures for property, plant and equipment --- (7.3) (4.3) (.5) (12.1)
Proceeds from the sale of assets --- .9 1.9 --- 2.8
Other-net 132.7 .7 --- (132.7) .7
------------ ------------ ------------ ------------ ------------
NET CASH PROVIDED BY (USED FOR) INVESTING
ACTIVITIES 132.7 (5.7) (2.4) (133.2) (8.6)
FINANCING ACTIVITIES
Net additions to (reductions of) long-term
debt and revolving credit agreements 263.9 (267.0) (20.9) --- (24.0)
Notes receivable/payable, affiliates (362.8) 351.1 3.4 .3 (8.0)
Other-net (30.1) (132.7) --- 132.7 (30.1)
------------ ------------ ------------ ------------ ------------
NET CASH USED FOR FINANCING ACTIVITIES (129.0) (48.6) (17.5) 133.0 (62.1)
Effect of exchange rate changes on cash --- (.3) 2.5 --- 2.2
------------ ------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS
Decrease for the period --- (16.3) (15.8) --- (32.1)
Balance at the beginning of the period --- 21.9 37.7 --- 59.6
------------ ------------ ------------ ------------ ------------
BALANCE AT THE END OF THE PERIOD $ --- $ 5.6 $ 21.9 $ --- $ 27.5
============ ============ ============ ============ ============
18
NOTE 6 - SEGMENT INFORMATION
Financial information for each of the Company's reportable segments, as defined
by FASB Statement of Financial Accounting Standards ("SFAS") No. 131,
"Disclosures about Segments of an Enterprise and Related Information," is
presented in the following table.
NMHG Wholesale derives a portion of its revenues from transactions with NMHG
Retail. The amount of these revenues, which are based on current market prices
of similar third-party transactions, are indicated in the following table on the
line "NMHG Eliminations" in the revenues section.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
---------- ---------- ---------- ----------
2003 2002 2003 2002
---------- ---------- ---------- ----------
REVENUES FROM EXTERNAL CUSTOMERS
NMHG Wholesale $ 367.2 $ 342.3 $ 1,139.0 $ 1,017.2
NMHG Retail 57.5 59.7 168.9 174.5
NMHG Eliminations (16.8) (16.4) (52.6) (45.6)
---------- ---------- ---------- ----------
NMHG Consolidated $ 407.9 $ 385.6 $ 1,255.3 $ 1,146.1
========== ========== ========== ==========
GROSS PROFIT
NMHG Wholesale $ 62.2 $ 56.4 $ 190.6 $ 162.8
NMHG Retail 9.6 13.5 31.4 36.4
NMHG Eliminations .4 .9 .5 1.8
---------- ---------- ---------- ----------
NMHG Consolidated $ 72.2 $ 70.8 $ 222.5 $ 201.0
========== ========== ========== ==========
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
NMHG Wholesale $ 55.1 $ 43.5 $ 154.3 $ 130.3
NMHG Retail 11.4 14.6 34.3 41.6
NMHG Eliminations (.1) (.4) (.2) (1.0)
---------- ---------- ---------- ----------
NMHG Consolidated $ 66.4 $ 57.7 $ 188.4 $ 170.9
========== ========== ========== ==========
OPERATING PROFIT (LOSS)
NMHG Wholesale $ 7.1 $ 12.9 $ 36.3 $ 32.5
NMHG Retail (1.8) (1.1) (2.9) (5.2)
NMHG Eliminations .5 1.3 .7 2.8
---------- ---------- ---------- ----------
NMHG Consolidated $ 5.8 $ 13.1 $ 34.1 $ 30.1
========== ========== ========== ==========
INTEREST EXPENSE
NMHG Wholesale $ (7.2) $ (8.1) $ (21.7) $ (18.3)
NMHG Retail (.9) (.8) (2.7) (2.5)
NMHG Eliminations (.5) (1.5) (1.5) (3.7)
---------- ---------- ---------- ----------
NMHG Consolidated $ (8.6) $ (10.4) $ (25.9) $ (24.5)
========== ========== ========== ==========
INTEREST INCOME
NMHG Wholesale $ .7 $ .4 $ 1.9 $ 1.6
NMHG Retail --- --- .1 ---
---------- ---------- ---------- ----------
NMHG Consolidated $ .7 $ .4 $ 2.0 $ 1.6
========== ========== ========== ==========
OTHER-NET, INCOME (EXPENSE)
NMHG Wholesale $ .1 $ (4.9) $ .1 $ (7.0)
NMHG Retail .1 (.1) .7 (1.1)
NMHG Eliminations (.1) --- (.1) ---
---------- ---------- ---------- ----------
NMHG Consolidated $ .1 $ (5.0) $ .7 $ (8.1)
========== ========== ========== ==========
19
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
INCOME TAX PROVISION (BENEFIT)
NMHG Wholesale $ (.5) $ (.1) $ 4.9 $ .8
NMHG Retail (4.0) .4 (4.7) (1.8)
NMHG Eliminations .3 (1.0) --- (1.3)
---------- ---------- ---------- ----------
NMHG Consolidated $ (4.2) $ (.7) $ .2 $ (2.3)
========== ========== ========== ==========
NET INCOME (LOSS)
NMHG Wholesale $ 1.6 $ .8 $ 12.6 $ 8.9
NMHG Retail 1.4 (2.4) (.1) (7.0)
NMHG Eliminations (.4) .8 (.9) .4
---------- ---------- ---------- ----------
NMHG Consolidated $ 2.6 $ (.8) $ 11.6 $ 2.3
========== ========== ========== ==========
DEPRECIATION AND
AMORTIZATION EXPENSE
NMHG Wholesale $ 6.4 $ 7.4 $ 19.6 $ 22.6
NMHG Retail 3.9 4.8 13.0 14.0
---------- ---------- ---------- ----------
NMHG Consolidated $ 10.3 $ 12.2 $ 32.6 $ 36.6
========== ========== ========== ==========
CAPITAL EXPENDITURES
NMHG Wholesale $ 6.1 $ 1.9 $ 14.5 $ 9.7
NMHG Retail 1.5 1.1 3.9 2.4
---------- ---------- ---------- ----------
NMHG Consolidated $ 7.6 $ 3.0 $ 18.4 $ 12.1
========== ========== ========== ==========
SEPTEMBER 30 DECEMBER 31
2003 2002
------------ ------------
TOTAL ASSETS
NMHG Wholesale $ 1,142.3 $ 1,070.7
NMHG Retail 169.8 187.7
NMHG Holding/Eliminations (85.9) (54.9)
------------ ------------
NMHG Consolidated $ 1,226.2 $ 1,203.5
============ ============
NACCO charges fees to its operating subsidiaries for services provided by
NACCO's corporate headquarters. The amounts charged to NMHG were $2.0 million
and $6.1 million for the three and nine month periods ended September 30, 2003,
respectively. This compares with $1.7 million and $5.2 million for the three and
nine month periods ended September 30, 2002, respectively.
20
NOTE 7 - ACCOUNTING CHANGES
On April 30, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivatives and hedging based on decisions made: (a)
previously as part of the Derivative Implementation Group process, (b) in
connection with other FASB projects and (c) regarding other issues raised,
including the characteristics of a derivative that contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a material impact
on the Company's financial position or its results of operations.
On May 15, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
provides guidance on how an entity classifies and measures certain financial
instruments with characteristics of both liabilities and equity. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 requires the recognition of a
cumulative effect of a change in accounting transition adjustment for financial
instruments existing at the adoption date. On October 29, 2003, the FASB
deferred the application of the requirements of SFAS No. 150 as they apply to
noncontrolling interests of a limited-life subsidiary. The adoption of the
remaining provisions of SFAS No. 150 did not have a material impact on the
Company's financial position or its results of operations.
In November 2002, the FASB issued Emerging Issues Task Force ("EITF") No. 00-21,
"Accounting for Revenue Arrangements with Multiple Deliverables." EITF No. 00-21
addresses when and how an arrangement involving multiple deliverables should be
divided into separate units of accounting, as well as how the arrangement
consideration should be measured and allocated to the separate units of
accounting in the arrangement. The Company prospectively adopted the provisions
of EITF No. 00-21 on July 1, 2003 as required. The adoption of this standard did
not have a material impact on the Company's financial position or results of
operations.
NOTE 8 - ACCOUNTING STANDARDS NOT YET ADOPTED
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN No. 46 clarifies the application of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements" for certain entities in
which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties. FIN No. 46 requires that variable interest entities, as defined,
should be consolidated by the primary beneficiary, which is defined as the
entity that is expected to absorb the majority of the expected losses, receive a
majority of the expected gains, or both.
At its October 8, 2003 meeting, the FASB amended FIN No. 46 to defer the
adoption requirements until the first interim or annual period ending after
December 15, 2003. Therefore, the Company will adopt FIN No. 46 for the
reporting period beginning on October 1, 2003, as required. NMHG has an interest
in a variable interest entity, NFS. The Company, however, has concluded that
NMHG is not the primary beneficiary and the Company does not consider NMHG's
variable interest to be significant. NMHG will continue to use the equity method
to account for its 20% interest in NFS. The Company continues to review other
entities with which NMHG is affiliated to determine if they meet the definition
of a variable interest entity. The Company expects to complete its analysis and
adopt FIN No. 46 during the fourth quarter of 2003.
21
NOTE 9 - EQUITY INVESTMENTS
NMHG has a 20% ownership interest in NFS, a joint venture with GECC, formed
primarily for the purpose of providing financial services to Hyster and Yale
lift truck dealers and national account customers in the United States. NMHG's
ownership in NFS is accounted for using the equity method of accounting. See
Notes 4 and 8.
NMHG has a 50% ownership interest in Sumitomo NACCO Materials Handling Company,
Ltd. ("SN"), a limited liability company which was formed primarily for the
manufacture and distribution of Sumitomo-Yale branded lift trucks in Japan and
the export of Hyster and Yale branded lift trucks and related components and
service parts outside of Japan. NMHG purchases products from SN under normal
trade terms.
Summarized financial information for these equity investments is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
Revenues $ 66.7 $ 52.8 $ 186.6 $ 147.7
Gross Profit $ 22.7 $ 18.3 $ 64.7 $ 49.5
Net Income $ 3.6 $ 3.3 $ 9.9 $ 6.9
22
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Tabular Amounts in Millions)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Please refer to the discussion of the Company's Critical Accounting Policies and
Estimates as disclosed on pages 10 and 11 in the Company's Form 10-K for the
fiscal year ended December 31, 2002.
FINANCIAL REVIEW
The segment and geographic results of operations for NMHG were as follows for
the three and nine months ended September 30:
THREE MONTHS NINE MONTHS
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
REVENUES
Wholesale
Americas $ 239.5 $ 229.4 $ 747.4 $ 695.3
Europe, Africa and Middle East 102.6 95.0 316.8 271.8
Asia-Pacific 25.1 17.9 74.8 50.1
---------- ---------- ---------- ----------
367.2 342.3 1,139.0 1,017.2
---------- ---------- ---------- ----------
Retail (net of eliminations)
Americas --- 6.4 1.2 20.4
Europe, Africa and Middle East 17.8 15.7 55.2 48.0
Asia-Pacific 22.9 21.2 59.9 60.5
---------- ---------- ---------- ----------
40.7 43.3 116.3 128.9
---------- ---------- ---------- ----------
NMHG Consolidated $ 407.9 $ 385.6 $ 1,255.3 $ 1,146.1
========== ========== ========== ==========
OPERATING PROFIT (LOSS)
Wholesale
Americas $ 6.5 $ 13.7 $ 32.7 $ 34.5
Europe, Africa and Middle East (.3) (.6) 1.8 (1.6)
Asia-Pacific .9 (.2) 1.8 (.4)
---------- ---------- ---------- ----------
7.1 12.9 36.3 32.5
---------- ---------- ---------- ----------
Retail (net of eliminations)
Americas --- (1.2) .1 (1.4)
Europe, Africa and Middle East (.7) (.2) (3.0) .8
Asia-Pacific (.6) 1.6 .7 (1.8)
---------- ---------- ---------- ----------
(1.3) .2 (2.2) (2.4)
---------- ---------- ---------- ----------
NMHG Consolidated $ 5.8 $ 13.1 $ 34.1 $ 30.1
========== ========== ========== ==========
23
FINANCIAL REVIEW - continued
THREE MONTHS NINE MONTHS
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
INTEREST EXPENSE
Wholesale $ (7.2) $ (8.1) $ (21.7) $ (18.3)
Retail (net of eliminations) (1.4) (2.3) (4.2) (6.2)
---------- ---------- ---------- ----------
NMHG Consolidated $ (8.6) $ (10.4) $ (25.9) $ (24.5)
========== ========== ========== ==========
OTHER INCOME (EXPENSE)-NET
Wholesale $ .8 $ (4.5) $ 2.0 $ (5.4)
Retail (net of eliminations) --- (.1) .7 (1.1)
---------- ---------- ---------- ----------
NMHG Consolidated $ .8 $ (4.6) $ 2.7 $ (6.5)
========== ========== ========== ==========
NET INCOME (LOSS)
Wholesale $ 1.6 $ .8 $ 12.6 $ 8.9
Retail (net of eliminations) 1.0 (1.6) (1.0) (6.6)
---------- ---------- ---------- ----------
NMHG Consolidated $ 2.6 $ (.8) $ 11.6 $ 2.3
========== ========== ========== ==========
A reconciliation of NMHG Wholesale's federal statutory and effective income tax
is as follows for the three and nine months ended September 30:
THREE MONTHS NINE MONTHS
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
NMHG WHOLESALE
Income before income taxes and
minority interest: $ .7 $ .3 $ 16.6 $ 8.8
========== ========== ========== ==========
Statutory taxes at 35% $ .2 $ .1 $ 5.8 $ 3.0
Recognition of prior losses on
investment in China --- --- --- (1.9)
Other permanent items (.7) (.2) (.9) (.3)
---------- ---------- ---------- ----------
Income tax provision (benefit) $ (.5) $ (.1) $ 4.9 $ .8
========== ========== ========== ==========
Effective rate (a) (a) 29.5% 9.1%
========== ========== ========== ==========
(a) The effective tax rates for the three months ended September 30, 2003 and
2002 are not meaningful.
During the first nine months of 2002, NMHG Wholesale recognized a U.S. tax
benefit of $1.9 million related to the recognition of previously generated
losses from its investment in China.
24
FINANCIAL REVIEW - continued
A reconciliation of NMHG Retail's federal statutory and effective income tax is
as follows for the three and nine months ended September 30:
THREE MONTHS NINE MONTHS
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
NMHG RETAIL (NET OF ELIMINATIONS)
Loss before income taxes: $ (2.7) $ (2.2) $ (5.7) $ (9.7)
========== ========== ========== ==========
Statutory taxes at 35% $ (.9) $ (.8) $ (2.0) $ (3.4)
Release of valuation reserve (2.8) --- (2.8) ---
Other permanent items --- .2 .1 .3
---------- ---------- ---------- ----------
Income tax provision (benefit) $ (3.7) $ (.6) $ (4.7) $ (3.1)
========== ========== ========== ==========
Effective rate (a) 27.3 % 82.5% 32.0%
========== ========== ========== ==========
(a) The effective tax rate for the three months ended September 30, 2003 is not
meaningful.
During the third quarter of 2003, NMHG Retail reversed $2.8 million in valuation
allowances related to foreign net operating loss carryforwards. As a result of
non-U.S. tax law changes, the Company now expects to utilize these foreign net
operating loss carryforwards.
THIRD QUARTER OF 2003 COMPARED WITH THIRD QUARTER OF 2002
NMHG WHOLESALE: Revenues increased $24.9 million, or 7.3%, to $367.2 million in
the third quarter of 2003 from $342.3 million in the third quarter of 2002. The
increase in revenues was primarily due to (i) a $15.1 million increase as a
result of improved unit volume worldwide, (ii) a $13.0 million increase due to
favorable foreign currency movements and (iii) $4.7 million of other
improvements primarily as a result of a shift in product mix to higher-priced
lift trucks. These increases were partially offset by a $7.9 million decrease in
parts sales, as a result of a partial shift to direct ship sales, resulting in
revenue recognition on a net rather than gross basis. Lift truck shipments
increased 5.6% to 16,163 units in the third quarter of 2003 from 15,299 units in
the third quarter of 2002.
Operating profit decreased $5.8 million to $7.1 million in the third quarter of
2003 from $12.9 million in the third quarter of 2002. Operating profit as a
percentage of revenues was 1.9% in the third quarter of 2003 versus 3.8% in the
third quarter of 2002. The decrease in operating profit was due to a $19.1
million increase in cost of goods sold and a $11.6 million increase in selling,
general and administrative expenses partially offset by increases in operating
profit attributable to the $24.9 million increase in revenues discussed above
and improved parts margins. The increase in cost of goods sold was directly
related to the increase in revenues and a $2.6 million increase in restructuring
charges as a result of additional expenses related to the previously announced
phase-out of the Lenoir, North Carolina lift truck component facility. The total
additional restructuring expenses recognized in the third quarter was $2.9
million. These expenses were not eligible for accrual in 2002. See additional
discussion of the NMHG Wholesale restructuring programs under the heading "NMHG
Restructuring Plans" in this Form 10-Q. The increase in selling, general and
administrative expenses was principally due to the timing of marketing programs
and employee expenses and increased product development costs.
Net income increased $0.8 million to $1.6 million in the third quarter of 2003
from $0.8 million in the third quarter of 2002. The decrease in operating profit
discussed above was more than offset by two non-comparable charges taken in the
third quarter of 2002: a $3.0 million pre-tax charge for the impairment of
certain investments in unconsolidated affiliates and a $1.7 million pre-tax
charge for (i) the mark-to-market of interest rate swap agreements that no
longer qualified for hedge accounting following the refinancing of NMHG's debt
in May 2002 and (ii) the recognition of previously deferred losses on these
interest rate swap agreements. Additionally, NMHG Wholesale's net income for the
third quarter of 2003 was positively effected by a $0.9 million decrease in
interest expense, primarily due to the cost of interest rate swap agreements
prior to their termination during the third quarter of 2002, and a $0.4 million
decrease in income taxes primarily due to reductions in 2003's effective tax
rates during the quarter ended September 30, 2003, as detailed in the tax
reconciliation table above.
25
FINANCIAL REVIEW - continued
The worldwide backlog level increased to 20,100 units at September 30, 2003 from
18,700 units at September 30, 2002 and 19,400 units at June 30, 2003 primarily
due to an increase in demand.
NMHG RETAIL (NET OF ELIMINATIONS): Revenues decreased $2.6 million, or 6.0%, to
$40.7 million in the third quarter of 2003 from $43.3 million in the third
quarter of 2002. This decrease was primarily due to the January 3, 2003 sale of
NMHG Retail's only wholly owned U.S. dealer, partially offset by higher revenues
in Europe and Asia-Pacific principally resulting from foreign currency effects.
NMHG Retail-Americas' revenues were $6.4 million in the third quarter of 2002.
Operating loss for the third quarter of 2003 was $1.3 million as compared with
an operating profit of $0.2 million in the third quarter of 2002. Operating
profit (loss) as a percentage of revenues was (3.2%) in the third quarter of
2003 versus 0.5% in the third quarter of 2002. The decrease in operating profit
was due to the $2.6 million decrease in revenues discussed above and a $1.8
million increase in cost of goods sold offset by a $2.9 million decrease in
selling, general and administrative expenses. The increase in cost of goods sold
was primarily due to increased costs related to rental and service contracts as
a result of increased repair and maintenance expenditures. This was partially
offset by the favorable effect of selling the unprofitable wholly owned U.S.
dealer, which had an operating loss of $1.2 million in the third quarter of
2002.
Net income increased $2.6 million to $1.0 million in the third quarter of 2003
from a net loss of $1.6 million in the third quarter of 2002 primarily
due to a $2.8 million tax benefit realized in the third quarter of 2003 in NMHG
Retail's Asia-Pacific operations. As a result of non-U.S. tax law changes, NMHG
now expects to utilize certain foreign net operating loss carryforwards
previously reserved.
FIRST NINE MONTHS OF 2003 COMPARED WITH FIRST NINE MONTHS OF 2002
NMHG WHOLESALE: Revenues increased $121.8 million, or 12.0%, to $1,139.0 million
in the first nine months of 2003 from $1,017.2 million in the first nine months
of 2002. The increase in revenues was primarily the result of a $72.5 million
increase in unit volume and $54.6 million in favorable foreign currency
movements. Unit shipments increased 9.0% to 50,576 units in the first nine
months of 2003 as compared with 46,405 in the first nine months of 2002.
Operating profit increased $3.8 million to $36.3 million in the first nine
months of 2003 from $32.5 million in the first nine months of 2002. Operating
profit was 3.2% of revenues in both the nine months ended September 30, 2003 and
2002. The increase in operating profit was the result of the $121.8 million
increase in revenues discussed above and increases attributable to a shift in
mix to higher-margin lift trucks and improved margins on parts sales. These
factors were partially offset by a $94.0 million increase in cost of goods sold
and a $24.0 million increase in selling, general and administrative expenses.
The increase in cost of goods sold was directly related to the increase in
revenues and a $4.3 million increase in restructuring charges. Restructuring
charges increased primarily as a result of additional expenses related to the
previously announced phase-out of the Lenoir, North Carolina lift truck
component facility. These expenses were not eligible for accrual in 2002. See
additional discussion of the NMHG Wholesale restructuring programs under the
heading "NMHG Restructuring Plans" in this Form 10-Q. The increase in selling,
general and administrative expenses was mainly due to increased marketing and
product development expenses as well as unfavorable foreign currency effects,
largely as a result of the weakening U.S. dollar against the euro.
Net income increased $3.7 million to $12.6 million in the first nine months of
2003 from $8.9 million in the first nine months of 2002. The increase in net
income was due to the factors affecting operating profit discussed above as well
as a $3.8 million pre-tax decrease in the loss on interest rate swap agreements
during the first nine months of 2002 due to (i) the inclusion in the
year-to-date 2002 results of an expense for the mark-to-market of interest rate
swap agreements that no longer qualified for hedge accounting following the
refinancing of NMHG's debt in May 2002 and (ii) the recognition of previously
deferred losses on these interest rate swap agreements. Additionally, the
year-to-date 2002 results include a $3.0 million pre-tax charge for the
impairment of certain investments in unconsolidated affiliates. These factors
were partially offset by a $3.4 million increase in interest expense, including
the amortization of deferred financing fees, and the inclusion in the
year-to-date 2002 results of a $1.9 million tax benefit related to the
recognition of previously generated losses in China.
26
FINANCIAL REVIEW - continued
NMHG RETAIL (NET OF ELIMINATIONS): Revenues decreased $12.6 million, or 9.8%, to
$116.3 million in the first nine months of 2003 from $128.9 million in the first
nine months of 2002. The decrease in revenues was primarily due to the January
3, 2003 sale of NMHG Retail's only wholly owned U.S. dealer. Excluding the
results of the Americas' operations, revenues increased $6.6 million, primarily
due to $22.7 million in favorable foreign currency effects, partially offset by
a $5.6 million decrease in revenues from service contracts, $3.4 million in
reduced parts sales and $2.9 million in lower used truck sales.
Operating loss decreased $0.2 million to $2.2 million in the first nine months
of 2003 from $2.4 million in the first nine months of 2002. Operating loss as a
percentage of revenues was (1.9%) in both the nine months ended September 30,
2003 and September 30, 2002. The decrease in operating loss was primarily due to
the $3.9 million favorable effect of disposing of unprofitable wholly owned
dealerships, including NMHG Retail's only wholly owned U.S. dealer, partially
offset by a decrease in profits from the sale of used lift trucks and a decrease
related to reduced service contract revenues.
Net loss decreased $5.6 million to $1.0 million in the nine months ended
September 30, 2003 from a net loss of $6.6 million in the first nine months of
2002. The decrease in net loss was primarily due to the $2.8 million tax benefit
realized at the Company's Asia-Pacific operations (see further discussion in the
NMHG Retail section of the quarter-to-quarter comparison above) and a $2.0
million decrease in interest expense.
NMHG RESTRUCTURING PLANS
NMHG 2002 RESTRUCTURING PROGRAM
As announced in December 2002, NMHG Wholesale is phasing out its Lenoir, North
Carolina, lift truck component facility and restructuring other manufacturing
and administrative operations, primarily its Irvine, Scotland, lift truck
assembly and component facility. During the fourth quarter of 2002, NMHG
Wholesale recognized a restructuring charge of approximately $12.5 million
pre-tax. Of this amount, $3.8 million related to a non-cash asset impairment
charge for a building, machinery and tooling, which was determined based on the
then current market values for similar assets and broker quotes as 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 began during the second quarter of 2003. As
of September 30, 2003, payments of $1.2 million were made to approximately 150
employees. Payments are expected to continue through 2005. In addition, $0.3
million of the amount accrued at December 31, 2002 was reversed in the first
nine months of 2003 as a result of a reduction in the estimate of employees
eligible to receive severance payments.
Approximately $5.4 million of pre-tax restructuring related costs primarily
related to manufacturing inefficiencies, which were not eligible for accrual in
December 2002, were expensed in the first nine months of 2003. Of the $5.4
million additional costs incurred during 2003, $5.1 million is classified as
cost of sales and the remaining $0.3 million is classified as selling, general
and administrative expenses in the Unaudited Condensed Consolidated Statement of
Operations for the nine months ended September 30, 2003. Additional costs, not
eligible for accrual, for severance and manufacturing inefficiencies are
expected to be approximately $4.3 million for the remainder of 2003, $8.5
million in 2004 and $5.9 million in 2005. Initial net benefits from this
restructuring program are expected to be realized in 2004 with a full twelve
months of estimated annual pre-tax benefits of approximately $14.8 million
expected beginning in 2005. Although a majority of the projected savings is the
result of a reduction in fixed factory costs, the overall benefit estimates
could vary depending on unit volumes and the resulting effect on manufacturing
efficiencies.
This restructuring program will allow the Company to re-focus its operating
activities, including the manufacture of new product lines in Europe. As a
result, the Company expects to receive government grants during 2003 through
2005 totaling approximately $6.5 million. Of this total amount, $0.8 million was
recognized in the third quarter of 2003.
27
FINANCIAL REVIEW - continued
NMHG 2001 RESTRUCTURING PROGRAMS
During 2001, management committed to the restructuring of certain operations in
Europe for both the Wholesale and Retail segments of the business. As such, NMHG
Wholesale recognized a restructuring charge of approximately $4.5 million
pre-tax for severance and other employee benefits to be paid to approximately
285 direct and indirect factory labor and administrative personnel in Europe. As
of December 31, 2002, payments of $3.4 million to approximately 245 employees
had been made and $0.2 million of the amount originally accrued was reversed in
2002. Although the majority of the headcount reductions were made by the end of
2002, final payments of $0.9 million were made to 16 employees during the first
nine months of 2003. As a result of the reduced headcount in Europe, NMHG
Wholesale realized pre-tax cost savings primarily from reduced employee wages
and benefits of $6.9 million for the first nine months of 2003 and estimates
pre-tax savings of $2.3 million for the remainder of 2003. Annual pre-tax cost
savings of $9.2 million are expected to continue subsequent to 2003 as a result
of this program. Although a majority of the projected savings is the result of a
reduction in fixed factory costs, the overall benefit estimates could vary
depending on unit volumes and the resulting effect on manufacturing efficiencies
or due to changes in foreign currency rates.
NMHG Retail recognized a restructuring charge of approximately $4.7 million
pre-tax in 2001, of which $0.4 million related to lease termination costs and
$4.3 million related to severance and other employee benefits to be paid to
approximately 140 service technicians, salesmen and administrative personnel at
wholly owned dealers in Europe. As of December 31, 2002, severance payments, net
of currency effects, of $2.8 million had been made to approximately 110
employees. Although the majority of the headcount reductions were made by the
end of 2002, during the first nine months of 2003, severance payments of $0.4
million were made to seven employees. In addition, $0.7 million pre-tax of the
amount accrued at December 31, 2002 was reversed in the first nine months of
2003 as a result of a reduction in the estimate of the total number of employees
to receive severance as well as a decrease in the average amount to be paid to
each employee. The remaining severance payments are expected to be completed
during 2004. In addition, the lease impairment accrual was increased by $0.2
million during 2003 as a result of additional lease expense. Cost savings
primarily from reduced employee wages, employee benefits and lease costs of
approximately $2.3 million pre-tax were realized in the first nine months of
2003 and are expected to be approximately $0.8 million pre-tax for the remainder
of 2003 related to this program. Annual pre-tax cost savings of $3.1 million are
expected to continue subsequent to 2003. Estimated benefits could be reduced by
additional severance payments, if any, made to employees above the statutory or
contractually required amount that was accrued in 2001 or due to changes in
foreign currency rates.
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $14.5 million for NMHG
Wholesale and $3.9 million for NMHG Retail during the first nine months of 2003.
These capital expenditures included tooling for new products, machinery,
equipment and lease and rental fleet. It is estimated that NMHG Wholesale's
capital expenditures for the remainder of 2003 will be approximately $11.9
million, of which approximately $1.2 million relates to the NMHG 2002
restructuring program, primarily for new tooling and equipment. NMHG Retail's
capital expenditures for the remainder of 2003 are not expected to be
significant. Planned expenditures for the remainder of 2003 include tooling for
new products, capital expenditures arising as a result of the manufacturing
restructuring programs and replacement of machinery and equipment. The principal
sources of financing for these capital expenditures will be internally generated
funds and bank borrowings.
Since December 31, 2002, there have been no significant changes in the total
amount of NMHG's contractual obligations or commercial commitments, or the
timing of cash flows in accordance with those obligations, as reported in the
Company's 10-K for the year ended December 31, 2002.
During 2002, NMHG issued $250.0 million of 10% unsecured Senior Notes that
mature on May 15, 2009. The Senior Notes are senior unsecured obligations of
NMHG Holding Co. and are guaranteed by substantially all of NMHG's domestic
subsidiaries. NMHG Holding Co. has the option to redeem all or a portion of the
Senior Notes on or after May 15, 2006 at the redemption prices set forth in the
Indenture governing the Senior Notes. The proceeds from the Senior Notes were
reduced by an original issue discount of $3.1 million.
28
FINANCIAL REVIEW - continued
Additionally, NMHG has a secured, floating-rate revolving credit facility which
expires in May 2005. Availability under the revolving credit facility is up to
$175.0 million and is governed by a borrowing base derived from advance rates
against the inventory and accounts receivable of the borrowers, as defined in
the revolving credit facility. Adjustments to reserves booked against these
assets, including inventory reserves, will change the eligible borrowing base
and thereby impact the liquidity provided by the facility. At September 30,
2003, the borrowing base under the revolving credit facility was $94.1 million,
which reflects reductions for the commitments or availability under certain
foreign credit facilities and for an excess availability requirement of $15.0
million. Borrowings outstanding under this facility were $13.9 million at
September 30, 2003. Therefore, at September 30, 2003, the excess availability
under the revolving credit facility was $80.2 million. The floating rate of
interest applicable to this facility on September 30, 2003 was 5.875%, including
the applicable floating rate margin.
In addition to the amount outstanding under the Senior Notes and the revolving
credit facility, NMHG had borrowings of approximately $33.4 million outstanding
at September 30, 2003 under various foreign working capital facilities and other
domestic term loans.
NMHG believes that funds available under the revolving credit facility, other
available lines of credit and operating cash flows will provide sufficient
liquidity to meet its operating needs and commitments arising during the next
twelve months and until the expiration of NMHG's revolving credit facility in
May 2005.
NMHG's capital structure is presented below:
SEPTEMBER 30 DECEMBER 31
2003 2002
------------ ------------
Total net tangible assets $ 374.7 $ 362.8
Goodwill and other intangibles at cost 495.2 487.7
------------ ------------
Net assets before amortization of goodwill and
other intangibles 869.9 850.5
Accumulated goodwill and other intangibles amortization (145.7) (142.3)
Total debt (316.5) (324.8)
Minority interest (.3) (1.1)
------------ ------------
Stockholder's equity $ 407.4 $ 382.3
============ ============
Debt to total capitalization 44% 46%
The increase in total net tangible assets of $11.9 million was primarily due to
a $41.6 million increase in inventory primarily as a result of the timing of
production, assembly of components, and shipments of finished goods due to the
implementation of the 2002 restructuring program, and a $36.8 million increase
in trade and intercompany accounts receivable due to increased volume. These
increases were partially offset by a $31.1 million decrease in cash, primarily
as a result of the reduction of debt, a $14.6 million increase in trade and
intercompany accounts payable primarily as a result of timing of payments, an
$8.6 million decrease in net assets as a result of the sale of NMHG Retail's
only wholly owned U.S. dealer on January 3, 2003 and an $8.6 million decrease in
property, plant and equipment. Stockholder's equity at September 30, 2003
increased $25.1 million as a result of net income of $11.6 million, a favorable
foreign currency translation adjustment of $18.1 million and a $0.4 million
favorable adjustment to the deferred loss on hedges. These increases were
partially offset by a dividend to NACCO of $5.0 million.
29
EFFECTS OF FOREIGN CURRENCY
NMHG operates internationally and enters into transactions denominated in
foreign currencies. As such, the Company's financial results are subject to the
variability that arises from exchange rate movements. The effects of foreign
currency fluctuations on revenues, operating profit and net income (loss) are
addressed in the discussion of operating results above.
OUTLOOK
NMHG WHOLESALE
NMHG Wholesale expects overall lift truck shipments to increase in the fourth
quarter of 2003 compared with the fourth quarter of 2002. While global market
prospects remain uncertain, lift truck markets in the Americas are anticipated
to continue to improve gradually in the last quarter of 2003. Markets in Europe
and Asia-Pacific are expected to remain relatively flat. Markets are expected to
improve moderately in 2004.
NMHG Wholesale expects that fourth quarter results will continue to be reduced
by ongoing costs for a product development program that is anticipated to mature
in 2004-2006 and additional costs related to the Lenoir, North Carolina and
Irvine, Scotland manufacturing restructuring programs announced in December
2002. In 2004, high product development and introduction costs are expected to
continue and manufacturing restructuring costs are anticipated to decline.
NMHG RETAIL
NMHG Retail expects to continue its programs to improve the performance of its
wholly owned dealerships for the remainder of 2003 and in 2004 as part of its
objective to achieve and sustain at least break-even results. In future periods,
the Company does not expect to recognize a tax benefit of the magnitude realized
in the third quarter of 2003.
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. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. Such risks and uncertainties
with respect to the Company's operations include, without limitation:
(1) changes in demand for lift trucks and related aftermarket parts and service
on a worldwide basis, especially in the U.S. where the Company derives a
majority of its sales, (2) changes in sales prices, (3) delays in delivery or
changes in costs of raw materials or sourced products and labor, (4) delays in
manufacturing and delivery schedules, (5) exchange rate fluctuations, changes in
foreign import tariffs and monetary policies and other changes in the regulatory
climate in the foreign countries in which NMHG operates and/or sells products,
(6) product liability or other litigation, warranty claims or returns of
products, (7) delays in or increased costs of restructuring programs, (8) the
effectiveness of the cost reduction programs implemented globally, including the
successful implementation of procurement initiatives, (9) customer acceptance
of, changes in costs of, or delays in the development of new products, (10)
acquisitions and/or dispositions of dealerships by NMHG, and (11) the uncertain
impact on the economy or the public's confidence in general from terrorist
activities and the impact of the situation in Iraq.
30
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES: The Company maintains a set of
disclosure controls and procedures designed to ensure that information required
to be disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. An evaluation was carried out under the supervision and with the
participation of the Company's management, including the Principal Executive
Officer and the Principal Financial Officer, of the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, these officers have concluded that the
Company's disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROLS: Subsequent to the date of their evaluation, there
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.
31
PART II
OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
See Exhibit Index on page 34 of this quarterly report on Form
10-Q.
(b) Reports on Form 8-K.
None.
32
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NMHG Holding Co.
--------------------------------------------
(Registrant)
Date November 13, 2003 /s/ Michael K. Smith
--------------------------------------------
Michael K. Smith
Vice President Finance & Information Systems
and Chief Financial Officer
(Authorized Officer and Principal
Financial and Accounting Officer)
33
Exhibit Index
Exhibit
Number* Description of Exhibits
- ------- -----------------------
31.1 Certification of Reginald R. Eklund pursuant to Rule 13a-14(a)/15d-14
(a) of the Exchange Act
31.2 Certification of Michael K. Smith pursuant to Rule 13a-14(a)/15d-14
(a) of the Exchange Act
32 Certifications pursuant to 18 U. S. C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed
and dated by Reginald R. Eklund and Michael K. Smith
*Numbered in accordance with Item 601 of Regulation S-K.
34