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, 2002
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.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1637659
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
650 N.E. Holladay Street; Suite 1600; Portland, OR 97232
(Address of principal executive offices) (Zip code)
(503) 721-6000
(Registrant's telephone number, including area code)
N/A
(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 ____
At November 14, 2002, 100 common shares were outstanding.
NMHG HOLDING CO.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets -
September 30, 2002 (Unaudited) and December 31, 2001
Unaudited Condensed Consolidated Statements of Operations
for the Three Months and Nine Months Ended
September 30, 2002 and 2001
Unaudited Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2002 and 2001
Unaudited Condensed Consolidated Statements of Changes
in Stockholder's Equity for the Nine Months Ended
September 30, 2002 and 2001
Notes to Unaudited Condensed Consolidated Financial
Statements
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 4 Controls and Procedures
Part II. OTHER INFORMATION
Item 1 Legal Proceedings
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
Signature
Certifications
PART I
FINANCIAL INFORMATION
Item 1 - Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
NMHG HOLDING CO. AND SUBSIDIARIES
(Unaudited) (Audited)
SEPTEMBER 30 DECEMBER 31
2002 2001
---------- ----------
(in millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents $ 27.5 $ 59.6
Accounts receivable, net 195.9 165.6
Tax advances, NACCO Industries, Inc. 10.3 23.1
Inventories 230.0 234.5
Deferred income taxes 27.0 32.9
Prepaid expenses and other 10.9 12.2
---------- ----------
501.6 527.9
Property, Plant and Equipment, Net 260.9 280.5
Goodwill, Net 343.2 344.2
Deferred Income Taxes 20.7 15.7
Other Non-current Assets 45.5 36.8
---------- ----------
Total Assets $ 1,171.9 $ 1,205.1
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 176.9 $ 176.7
Revolving credit agreements 46.8 36.2
Revolving credit agreement refinanced on May 9, 2002 --- 265.0
Current maturities of long-term debt 17.2 25.5
Notes payable, NACCO Industries, Inc. --- 8.0
Accrued payroll 12.7 20.0
Accrued warranty obligations 32.4 34.3
Other current liabilities 116.3 112.2
---------- ----------
402.3 677.9
Long-term Debt 272.4 27.7
Self-insurance Reserves 53.4 52.7
Other Long-term Liabilities 60.2 62.5
Minority Interest 1.4 2.3
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 216.8 229.5
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment (17.7) (26.9)
Reclassification of hedging activities into earnings 1.3 ---
Deferred loss on cash flow hedging (1.6) (3.3)
Minimum pension liability adjustment (14.8) (14.8)
Cumulative effect of change in accounting for derivatives and hedging --- (.7)
---------- ----------
382.2 382.0
---------- ----------
Total Liabilities and Stockholder's Equity $ 1,171.9 $ 1,205.1
========== ==========
See notes to unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NMHG HOLDING CO. AND SUBSIDIARIES
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------ ----------------------------
2002 2001 2002 2001
-------- --------- ---------- -----------
(in millions)
Revenues $ 385.6 $ 360.1 $ 1,146.1 $ 1,300.4
Cost of sales 314.8 319.2 945.1 1,098.7
-------- --------- ---------- -----------
Gross Profit 70.8 40.9 201.0 201.7
Selling, general and administrative expenses 57.7 66.1 170.9 196.4
Amortization of goodwill --- 3.2 --- 9.7
Restructuring charges --- 8.3 --- 8.3
-------- --------- ---------- -----------
Operating Profit (Loss) 13.1 (36.7) 30.1 (12.7)
Other income (expenses)
Interest expense (10.4) (5.4) (24.5) (16.6)
Insurance recovery --- .3 --- 8.0
Losses on interest rate swap agreements (2.1) (1.1) (4.9) (1.6)
Income (loss) from unconsolidated affiliates (2.2) .8 (1.1) 2.7
Other - net (.3) (2.0) (.5) (4.3)
-------- --------- ---------- -----------
(15.0) (7.4) (31.0) (11.8)
-------- --------- ---------- -----------
Loss Before Income Taxes, Minority
Interest and Cumulative Effect of Accounting
Changes (1.9) (44.1) (.9) (24.5)
Income tax benefit (.7) (11.3) (2.3) (2.1)
-------- --------- ---------- -----------
Income (Loss) Before Minority Interest and
Cumulative Effect of Accounting Changes (1.2) (32.8) 1.4 (22.4)
Minority interest income .4 .2 .9 .6
-------- --------- ---------- -----------
Income (Loss) Before Cumulative Effect of
Accounting Changes (.8) (32.6) 2.3 (21.8)
Cumulative effect of accounting changes (net of $0.8
tax benefit) --- --- --- (1.3)
-------- --------- ---------- -----------
Net Income (Loss) $ (.8) $ (32.6) $ 2.3 $ (23.1)
======== ========= ========== ===========
Comprehensive Income (Loss) $ (3.0) $ (25.7) $ 15.2 $ (36.1)
======== ========= ========== ===========
See notes to unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NMHG HOLDING CO. AND SUBSIDIARIES
NINE MONTHS ENDED
SEPTEMBER 30
--------------------
2002 2001
-------- -------
(in millions)
Operating Activities
Net income (loss) $ 2.3 $ (23.1)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 31.1 44.1
Deferred income taxes 1.7 (4.4)
Minority interest income (.9) (.6)
Cumulative effect of accounting changes (net-of-tax) --- 1.3
Restructuring charges --- 8.3
Other non-cash items 2.2 (1.1)
Working capital changes
Affiliate receivables/payables 12.8 (11.2)
Accounts receivable (4.1) 37.9
Inventories 3.4 19.9
Other current assets (1.6) (1.4)
Accounts payable and other liabilities (16.0) (63.5)
-------- -------
Net cash provided by operating activities 30.9 6.2
Investing Activities
Expenditures for property, plant and equipment (12.1) (42.7)
Proceeds from the sale of property, plant and equipment 2.8 4.5
Acquisition of businesses, net of cash acquired --- (3.6)
Investments in unconsolidated affiliates --- (.3)
Proceeds from unconsolidated affiliates .7 ---
Other - net --- (2.5)
-------- -------
Net cash used for investing activities (8.6) (44.6)
Financing Activities
Additions to long-term debt and revolving credit agreements 288.5 81.9
Reductions of long-term debt and revolving credit agreements (307.0) (32.0)
Cash dividends paid (15.0) (3.8)
Notes receivable/payable, NACCO Industries, Inc. (8.0) (.2)
Deferred financing costs (15.1) (.5)
Other - net --- .3
-------- -------
Net cash provided by (used for) financing activities (56.6) 45.7
Effect of exchange rate changes on cash 2.2 ---
-------- -------
Cash and Cash Equivalents
Increase (decrease) for the period (32.1) 7.3
Balance at the beginning of the period 59.6 24.4
-------- -------
Balance at the end of the period $ 27.5 $ 31.7
======== =======
Supplemental cash flow information:
Cash paid during the nine months ended September 30 for:
Interest $ 14.2 $ 16.5
======== =======
Income taxes paid (refunded), net $ (23.2) $ 15.0
======== =======
See notes to unaudited condensed consolidated financial statements
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
NMHG HOLDING CO. AND SUBSIDIARIES
NINE MONTHS ENDED
SEPTEMBER 30
---------------------
2002 2001
-------- --------
(in millions)
Common Stock $ --- $ ---
-------- --------
Capital in Excess of Par Value 198.2 198.2
-------- --------
Retained Earnings
Beginning balance 229.5 283.9
Net income (loss) 2.3 (23.1)
Cash dividends declared (15.0) (5.0)
-------- --------
216.8 255.8
-------- --------
Accumulated Other Comprehensive Income (Loss)
Beginning balance (45.7) (19.1)
Foreign currency translation adjustment 9.2 (8.3)
Cumulative effect of change in accounting for derivatives and
hedging .7 (.7)
Reclassification from Cumulative effect of change in accounting for
derivatives and hedging to Deferred loss on cash flow hedging (.7) ---
Reclassification of hedging activity into earnings 1.3 ---
Current period cash flow hedging activity 2.4 (4.0)
-------- --------
(32.8) (32.1)
-------- --------
Total Stockholder's Equity $ 382.2 $ 421.9
======== ========
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NMHG HOLDING CO. AND SUBSIDIARIES
SEPTEMBER 30, 2002
(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). NMHG Holding is a wholly owned
subsidiary of NACCO Industries, Inc. ("NACCO"). The Company's subsidiaries
operate in the lift truck industry. NMHG segments its lift truck operations into
two components: wholesale manufacturing and retail distribution. Intercompany
accounts and transactions have been eliminated.
NMHG designs, engineers, manufactures, sells, services and leases a full line of
lift trucks and service parts marketed worldwide 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, service and rental 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, 2002 and the results of its operations for the three
and nine month periods ended September 30, 2002 and 2001 and the results of its
cash flows and changes in stockholder's equity for the nine month periods ended
September 30, 2002 and 2001 have been included.
Operating results for the three and nine month periods ended September 30, 2002
are not necessarily indicative of the results that may be expected for the
remainder of the year ending December 31, 2002. For further information, refer
to the consolidated financial statements and footnotes thereto for the fiscal
year ended December 31, 2001 included in the Company's Registration Statement on
Form S-4, as amended.
Note 2 - Inventories
Inventories are summarized as follows:
(UNAUDITED) (AUDITED)
SEPTEMBER 30 DECEMBER 31
2002 2001
-------- --------
Manufactured inventories:
Finished goods and service parts $ 101.5 $ 99.6
Raw materials and work in process 110.3 111.4
-------- --------
Total manufactured inventories 211.8 211.0
Retail inventories 29.1 35.8
-------- --------
Total inventories at FIFO 240.9 246.8
LIFO reserve (10.9) (12.3)
-------- --------
$ 230.0 $ 234.5
======== ========
The cost of certain manufactured and retail inventories has been determined
using the LIFO method. At September 30, 2002 and December 31, 2001, 63 and 68
percent of total inventories, respectively, 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, 2001 are
as follows:
Curtailment
Losses -
Pension and Other
Lease Post-Employment
Severance Impairment Benefits Total
--------- ---------- -------- -----
NMHG Wholesale
Balance at December 31, 2001 $ 5.3 $ --- $ 7.5 $ 12.8
Foreign currency effect .3 --- --- .3
Payments (3.3) --- --- (3.3)
------- ------- ---------- --------
Balance at September 30, 2002 $ 2.3 $ --- $ 7.5 $ 9.8
======= ======= ========== ========
NMHG Retail
Balance at December 31, 2001 $ 3.9 $ .4 $ --- $ 4.3
Foreign currency effect .2 --- --- .2
Payments (1.5) (.2) --- (1.7)
------- ------- ---------- --------
Balance at September 30, 2002 $ 2.6 $ .2 $ --- $ 2.8
======= ======= ========== ========
NMHG Wholesale: The reserve balance at NMHG Wholesale consists of two
restructuring programs: the 2001 closure of the Danville, Illinois facility and
the restructuring of the European wholesale operations initiated in 2001. The
Danville program, which was approved and accrued in December 2000, was
essentially completed in 2001. In the first nine months of 2002, final severance
payments of $2.1 million were made to 217 employees. The reserve balance for
curtailment losses relating to pension and other post-employment benefits
relates entirely to the closure of the Danville facility and will not be paid
until employees reach retirement age. In the first nine months of 2002, NMHG
Wholesale recognized a charge of approximately $1.9 million, which had not
previously been accrued and is not included in the table above, related
primarily to the costs of the idle Danville facility. Cost savings primarily
from reduced employee wages and benefits of approximately $9.0 million pre-tax
were realized in the first nine months of 2002 related to this program. Cost
savings primarily from reduced employee wages and benefits are estimated to be
$2.9 million pre-tax, net of idle facility costs, for the remainder of 2002,
$11.4 million pre-tax, net of idle facility costs, in 2003 and $13.4 million
pre-tax annually thereafter, as a result of anticipated improved manufacturing
efficiencies and reduced fixed factory overhead. Although a significant portion
of the projected savings is the result of a reduction in fixed factory costs,
the overall benefit estimates could vary depending on unit volumes and the
resulting impact on manufacturing efficiencies.
In 2001, NMHG Wholesale recognized a restructuring charge of approximately $4.5
million pre-tax for severance and other employee benefits to be paid to 285
direct and indirect factory labor and administrative personnel in Europe. Of
this amount, $3.2 million remained unpaid as of December 31, 2001. Payments of
$1.2 million were made in the first nine months of 2002 to 58 employees. The
majority of the headcount reductions were made by the end of the first nine
months of 2002. Pursuant to local country requirements, the remaining headcount
reductions will be initiated in the fourth quarter of 2002, with the initiation
of severance payments thereafter. Cost savings primarily from reduced employee
wages and benefits of approximately $4.4 million pre-tax were realized in the
first nine months of 2002 related to this program. Cost savings primarily from
reduced employee wages and benefits for the remainder of 2002 are estimated to
be $2.2 million pre-tax and $8.4 million pre-tax annually thereafter. Although a
majority of the projected savings is the result of a reduction in fixed factory
costs, the overall benefit estimates could vary depending on unit volumes and
the resulting impact on manufacturing efficiencies.
NMHG Retail: NMHG Retail recognized a restructuring charge of approximately $4.7
million pre-tax in 2001, of which $0.4 million relates to lease termination
costs and $4.3 million relates to severance and other employee benefits to be
paid to 138 service technicians, salesmen and administrative personnel at wholly
owned dealers in Europe. During 2001, severance payments of $0.4 million were
made to approximately 40 employees. In the first nine months of 2002, severance
payments of $1.5 million were
made to 87 employees. A majority of the headcount reductions were made by the
end of the first half of 2002. Cost savings primarily from reduced employee
wages, employee benefits and lease costs of approximately $1.9 million pre-tax
were realized in the first nine months of 2002 related to this program and are
estimated to be $0.9 million pre-tax for the remainder of 2002. Cost savings
primarily from reduced employee wages, employee benefits and lease costs are
estimated to be $2.9 million pre-tax annually beginning in 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.
Note 4 - Accounting for Goodwill
On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." This
Statement establishes accounting and reporting standards for goodwill and other
intangible assets and supersedes APB Opinion No. 17, "Intangible Assets."
Goodwill and other intangibles that have indefinite lives will no longer be
amortized, but will be subject to annual impairment tests. All other intangible
assets will continue to be amortized over their estimated useful lives, which
are no longer limited to 40 years. Effective January 1, 2002, the Company
discontinued amortization of its goodwill in accordance with this Statement. The
amortization periods of the Company's other intangible assets were not revised
as a result of the adoption of this Statement. Adjusted net income (loss)
assuming the adoption of this Statement in the prior year, is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------- -----------------
2002 2001 2002 2001
----- ------- ------ -------
Reported net income (loss) $ (.8) $ (32.6) $ 2.3 $ (23.1)
Add back: goodwill amortization --- 3.2 --- 9.7
----- ------- ------ -------
Adjusted net income (loss) $ (.8) $ (29.4) $ 2.3 $ (13.4)
===== ======= ====== =======
In addition, this Statement requires goodwill to be tested for impairment at the
beginning of the fiscal year of adoption, January 1, 2002 for the Company, and,
thereafter, at least annually at a level of reporting defined in the Statement
as a "reporting unit," using a two-step process. The first step requires
comparison of the reporting unit's fair market value to its carrying value. If
the fair market value of the reporting unit exceeds its carrying value, no
further analysis is necessary and goodwill is not impaired. If the carrying
value of the reporting unit exceeds its fair market value, then the second step,
as defined in the Statement, must be completed. The second step, if necessary,
requires the determination of the fair market value of each existing asset and
liability of the applicable reporting unit to enable the derivation of the
"implied" fair market value of goodwill. If the implied fair market value of
goodwill is less than the carrying value of goodwill, then an impairment loss
must be recognized.
During the second quarter of 2002, the Company completed its impairment testing
of goodwill as described above. For each of the Company's reporting units, the
fair market value of the reporting unit exceeded the reporting unit's carrying
value; therefore, there is no goodwill impairment as of the testing date,
January 1, 2002.
The process to test goodwill for impairment included an allocation of goodwill
among the Company's reporting units. As a result of this allocation process,
goodwill that was previously reported in the Company's reportable segment, NMHG
Retail, was reallocated to NMHG Wholesale. This reallocation was primarily based
on an analysis of the synergy benefits that arose as a result of the
acquisitions of the retail dealerships. As a result, goodwill of approximately
$40.3 million that was previously reported in NMHG Retail is now reported in
NMHG Wholesale.
Following is a summary of the changes in goodwill during the first nine months
of 2002:
Carrying Amount of Goodwill
------------------------------------
NMHG NMHG NMHG
Wholesale Retail Consolidated
--------- ------ ------------
Balance at December 31, 2001 $ 304.6 $ 39.6 $ 344.2
Reclassification to other intangibles --- (1.8) (1.8)
Reallocation among segments 40.3 (40.3) ---
Impairment of investment (1.6) --- (1.6)
Foreign currency translation (.1) 2.5 2.4
-------- ------- --------
Balance at September 30, 2002 $ 343.2 $ --- $ 343.2
======== ======= ========
During 2002, $1.8 million that was previously preliminarily classified as
goodwill relating to an acquisition of a retail dealership in 2001 was
reclassified to other intangibles. Amortization of these intangibles began in
the second quarter of 2002. Amortization expense was $0.2 million in the nine
months ended September 30, 2002. Expected annual amortization expense of other
intangible assets for the next five years is as follows: $0.3 million in 2002,
$0.2 million in 2003, $0.2 million in 2004, $0.2 million 2005 and $0.2 million
in 2006.
During the third quarter of 2002, NMHG Wholesale recognized an impairment charge
of $1.6 million relating to the goodwill associated with the 2000 acquisition of
a 25 percent interest in a parts distributor. This investment is accounted for
using the equity method. As such, the impairment of the goodwill relating to the
investment was recognized in accordance with APB Opinion No. 18, "The Equity
Method of Accounting for Investments in Common Stock," as an other than
temporary impairment in the value of the investment. The impairment charge is
recognized in the 2002 statement of operations on the line "income (loss) from
unconsolidated affiliates."
Note 5 - Debt Financing
On May 9, 2002, NMHG replaced its primary financing agreement, an unsecured
floating-rate revolving line of credit with availability of $350.0 million,
certain other lines of credit with availability of $28.6 million and a program
to sell accounts receivable in Europe, with the proceeds from the sale of $250.0
million of 10% unsecured Senior Notes due 2009 and borrowings under a secured,
floating-rate revolving credit facility which expires in May 2005. The proceeds
from the Senior Notes were reduced by an original issue discount of $3.1
million.
The $250.0 million of 10% Senior Notes mature on May 15, 2009. The Senior Notes
are senior unsecured obligations of NMHG Holding and are guaranteed by
substantially all of NMHG's domestic subsidiaries. NMHG Holding 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.
Availability under the new 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." 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. The
borrowers, as defined in the new revolving credit facility, include NMHG Holding
and certain domestic and foreign subsidiaries of NMHG Holding. Borrowings bear
interest at a floating rate, which can be either a base rate or LIBOR, as
defined, plus an applicable margin. The initial applicable margins, effective
through September 30, 2002, for base rate loans and LIBOR loans are 2.00% and
3.00%, respectively. The new revolving credit facility also requires a fee of
0.5% per annum on the unused commitment. Subsequent to September 30, 2002, the
margins and unused commitment fee will be subject to quarterly adjustment based
on a leverage ratio.
At September 30, 2002, the borrowing base under the new revolving credit
facility was $93.6 million, which has been reduced by the commitments or
availability under certain foreign credit facilities and an excess availability
requirement of $15.0 million. Borrowings outstanding under this facility were
$22.0 million at September 30, 2002. Therefore, at September 30, 2002, the
excess availability under the new revolving credit facility was $71.6 million.
The domestic floating rate of interest applicable to this facility on September
30, 2002 was 5.61%, including the applicable floating rate margin. The new
revolving credit facility includes a subfacility for foreign borrowers
which can be denominated in British pounds sterling or euros. The foreign
floating rate of interest applicable to this subfacility on September 30, 2002
was 6.96%, including the applicable floating rate margin. Included in the
borrowing capacity is a $15.0 million overdraft facility available to foreign
borrowers. The initial applicable margin, effective through September 30, 2002,
for overdraft loans is 3.25% above the London base rate, as defined. The new
revolving credit facility is guaranteed by certain domestic and foreign
subsidiaries of NMHG Holding and is secured by substantially all of the assets,
other than property, plant and equipment, of the borrowers and guarantors, both
domestic and foreign, under the facility.
The terms of the new revolving credit facility provide that availability is
reduced by the commitments or availability under a foreign credit facility of
the borrowers and certain foreign working capital facilities. A foreign credit
facility commitment of approximately U.S. $18.3 million on September 30, 2002,
denominated in Australian dollars, reduced the amount of availability under the
new revolving credit facility. In addition, availability under the new revolving
credit facility was reduced by $5.5 million for a working capital facility
denominated in Chinese yuan. If the commitments or availability under these
facilities are increased, availability under the new revolving credit facility
will be reduced. The $93.6 million of borrowing base capacity under the new
revolving credit facility at September 30, 2002 reflected reductions for these
foreign credit facilities.
Both the new revolving credit facility and terms of the Senior Notes include
restrictive covenants which, among other things, limit the payment of dividends
to NACCO. The new revolving credit 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. The borrowers must maintain aggregate excess availability
under the new revolving credit facility of at least $15.0 million.
NMHG paid financing fees of approximately $15.1 million related to this
refinancing. These fees were deferred and are being amortized as interest
expense in the statement of operations over the respective terms of the new
financing facilities.
As a result of the refinancing of NMHG's floating-rate revolving credit
facility, NMHG terminated all of its interest rate swap agreements with all
related cash outflows occurring during the third quarter of 2002. NMHG
terminated interest rate swap agreements with a total notional amount of $285.0
million and a total net payable balance of $11.5 million at the respective dates
of termination. Prior to the refinancing, however, certain of these interest
rate swap agreements qualified for hedge accounting treatment in accordance with
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended. As such, the mark-to-market of these interest rate swap agreements were
previously recognized as a component of other comprehensive income (loss) in
stockholder's equity.
Prior to the cessation of hedge accounting resulting from the May 9, 2002
refinancing, the balance in other comprehensive income (loss) for NMHG's
interest rate swap agreements that qualified for hedge accounting was a pre-tax
loss of $4.2 million ($2.6 million after-tax). This balance is being amortized
into the statement of operations over the original remaining lives of the
terminated interest rate swap agreements in accordance with the provisions in
SFAS No. 133, as amended. The amount of amortization of accumulated other
comprehensive income included in the statement of operations on the line "losses
on interest rate swap agreements" during the three and nine months ended
September 30, 2002 was a pre-tax expense of $0.8 million and $1.7 million,
respectively.
The mark-to-market of the interest rate swap agreements that was included in the
statement of operations during the three and nine months ended September 30,
2002 because these derivatives did not qualify for hedge accounting treatment
during that period was an expense of $1.3 million and $3.2 million,
respectively, and is included on the line, "losses on interest rate swap
agreements."
Note 6 - Condensed Consolidating Guarantor and Non-Guarantor Financial
Information
The following tables set forth the condensed consolidating statements of
operations and cash flows for each of the three and nine month periods ended
September 30, 2002 and 2001 and the condensed consolidating balance sheets as of
September 30, 2002 and December 31, 2001. The following information is included
as a result of the guarantee of the Senior Notes (as discussed in Note 5) by
each of NMHG's wholly owned U.S. subsidiaries ("Guarantor Companies"). None of
the Company's other subsidiaries has guaranteed the Senior Notes. Each of the
guarantees is joint and several and full and unconditional. "NMHG Holding"
includes the consolidated financial results of the parent company only, with all
of its wholly owned subsidiaries accounted for under the equity method.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Revenues $ --- $ 241.5 $ 193.4 $ (49.3) $ 385.6
Cost of sales --- 201.4 162.7 (49.3) 314.8
All other operating 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 expenses --- (2.0) (.4) --- (2.4)
----- -------- -------- ------- --------
Income (loss) before
income taxes, minority
interest and equity in
unconsolidated affiliates (.1) (2.1) 2.5 --- .3
Income tax expense (benefit) --- 1.0 (1.7) --- (.7)
Minority interest income --- --- .4 --- .4
Equity in income (loss) of
unconsolidated affiliates (.7) 2.4 (1.5) (2.4) (2.2)
----- -------- -------- ------- --------
Net income (loss) $ (.8) $ (.7) $ 3.1 $ (2.4) $ (.8)
===== ======== ======== ======= ========
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Revenues $ --- $ 226.0 $ 166.7 $ (32.6) $ 360.1
Cost of sales --- 207.1 146.9 (34.8) 319.2
Restructuring charges --- --- 8.3 --- 8.3
All other operating expenses --- 34.8 34.5 --- 69.3
------- -------- -------- ------- --------
Operating profit (loss) --- (15.9) (23.0) 2.2 (36.7)
Interest expense (.2) (2.8) (2.4) --- (5.4)
Other expenses --- (2.8) --- --- (2.8)
------- -------- -------- ------- --------
Income (loss) before income
taxes, minority interest and
equity in unconsolidated
affiliates (.2) (21.5) (25.4) 2.2 (44.9)
Income tax expense (benefit) (.1) .5 (11.7) --- (11.3)
Minority interest income --- --- .2 --- .2
Equity in income (loss) of
unconsolidated affiliates (32.5) (12.7) --- 46.0 .8
------- -------- -------- ------- --------
Net income (loss) $ (32.6) $ (34.7) $ (13.5) $ 48.2 $ (32.6)
======= ======== ======== ======= ========
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding 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
All other operating 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 expenses --- (3.0) (2.4) --- (5.4)
------ -------- -------- -------- ----------
Income (loss) before income
taxes, minority interest and
equity in unconsolidated
affiliates (3.7) .1 3.8 --- .2
Income tax benefit (1.4) (.8) (.1) --- (2.3)
Minority interest income --- --- .9 --- .9
Equity in income (loss) of
unconsolidated affiliates 4.6 3.7 (1.5) (7.9) (1.1)
------ -------- -------- -------- ----------
Net income (loss) $ 2.3 $ 4.6 $ 3.3 $ (7.9) $ 2.3
====== ======== ======== ======== ==========
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Revenues $ --- $ 858.2 $ 570.6 $ (128.4) $ 1,300.4
Cost of sales --- 745.8 484.1 (131.2) 1,098.7
Restructuring charges --- --- 8.3 --- 8.3
All other operating expenses --- 106.9 99.2 --- 206.1
------- -------- -------- -------- ----------
Operating profit (loss) --- 5.5 (21.0) 2.8 (12.7)
Interest expense (.7) (9.7) (6.2) --- (16.6)
Other income --- 1.3 .8 --- 2.1
------- -------- -------- -------- ----------
Income (loss) before income
taxes, minority interest and
equity in unconsolidated
affiliates (.7) (2.9) (26.4) 2.8 (27.2)
Income tax expense (benefit) (.3) 10.6 (12.4) --- (2.1)
Minority interest income --- -- .6 --- .6
Equity in income (loss) of
unconsolidated affiliates (22.7) (11.2) --- 36.6 2.7
------- -------- -------- -------- ----------
Income (loss) before
cumulative effect of
accounting changes (23.1) (24.7) (13.4) 39.4 (21.8)
Cumulative effect of
accounting changes --- (.8) (.5) --- (1.3)
------- -------- -------- -------- ----------
Net income (loss) $ (23.1) $ (25.5) $ (13.9) $ 39.4 $ (23.1)
======= ======== ======== ======== ==========
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2002
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Cash and cash equivalents $ --- $ 5.6 $ 21.9 $ --- $ 27.5
Accounts and notes receivable, net 277.4 109.0 163.3 (353.8) 195.9
Inventories --- 126.0 104.1 (.1) 230.0
Other current assets 3.8 34.1 11.4 (1.1) 48.2
-------- ---------- -------- -------- ----------
Total current assets 281.2 274.7 300.7 (355.0) 501.6
Property, plant and equipment, net --- 151.3 109.6 --- 260.9
Goodwill, net --- 307.3 35.9 --- 343.2
Other non-current assets 375.0 312.4 19.2 (640.4) 66.2
-------- ---------- -------- -------- ----------
Total Assets $ 656.2 $ 1,045.7 $ 465.4 $ (995.4) $ 1,171.9
======== ========== ======== ======== ==========
Accounts and intercompany notes
payable $ --- $ 395.9 $ 122.0 $ (341.0) $ 176.9
Other current liabilities 26.9 118.1 97.8 (17.4) 225.4
-------- ---------- -------- -------- ----------
Total current liabilities 26.9 514.0 219.8 (358.4) 402.3
Long-term debt 247.0 8.4 17.0 --- 272.4
Other long-term liabilities .1 102.0 27.0 (14.1) 115.0
Stockholder's equity 382.2 421.3 201.6 (622.9) 382.2
-------- ---------- -------- -------- ----------
Total liabilities and stockholder's equity $ 656.2 $ 1,045.7 $ 465.4 $ (995.4) $ 1,171.9
======== ========== ======== ======== ==========
AUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2001
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Cash and cash equivalents $ --- $ 21.9 $ 37.7 $ --- $ 59.6
Accounts and notes receivable, net --- 211.9 225.8 (272.1) 165.6
Inventories --- 136.9 97.8 (.2) 234.5
Other current assets 2.6 55.4 10.2 --- 68.2
-------- ---------- -------- ---------- ----------
Total current assets 2.6 426.1 371.5 (272.3) 527.9
Property, plant and equipment, net --- 163.0 118.0 (.5) 280.5
Goodwill, net --- 307.3 36.9 --- 344.2
Other non-current assets 476.7 360.3 31.6 (816.1) 52.5
-------- ---------- -------- ---------- ----------
Total Assets $ 479.3 $ 1,256.7 $ 558.0 $ (1,088.9) $ 1,205.1
======== ========== ======== ========== ==========
Accounts and intercompany notes
payable $ 96.3 $ 154.4 $ 200.7 $ (274.7) $ 176.7
Other current liabilities .9 391.8 109.5 (1.0) 501.2
-------- ---------- -------- ---------- ----------
Total current liabilities 97.2 546.2 310.2 (275.7) 677.9
Long-term debt --- 3.2 24.5 --- 27.7
Other long-term liabilities .1 95.0 28.1 (5.7) 117.5
Stockholder's equity 382.0 612.3 195.2 (807.5) 382.0
-------- ---------- -------- ---------- ----------
Total liabilities and stockholder's equity $ 479.3 $ 1,256.7 $ 558.0 $ (1,088.9) $ 1,205.1
======== ========== ======== ========== ==========
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Net cash provided by (used for) operating
activities $ (3.7) $ 38.3 $ (3.9) $ .2 $ 30.9
Investing activities
Expenditures for property, plant and equipment --- (7.3) (4.3) (.5) (12.1)
Proceeds from the sale of property, plant and
equipment --- .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
Additions to long-term debt and revolving
credit agreements 263.9 12.3 12.3 --- 288.5
Reductions of long-term debt and revolving
credit agreements --- (279.3) (27.7) --- (307.0)
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 provided by (used for) financing
activities (129.0) (48.6) (12.0) 133.0 (56.6)
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
======== ======== ======= ======== ========
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(In millions)
NMHG Guarantor Non-Guarantor Consolidating NMHG
Holding Companies Companies Eliminations Consolidated
------- --------- --------- ------------ ------------
Net cash provided by (used for) operating
activities $ (1.3) $ (2.0) $ 9.1 $ .4 $ 6.2
Investing activities
Expenditures for property, plant and equipment --- (28.1) (16.3) 1.7 (42.7)
Proceeds from the sale of property, plant and
equipment --- 2.1 2.4 --- 4.5
Other-net 3.8 .2 (6.6) (3.8) (6.4)
------ ------- ------- ------ -------
Net cash provided by (used for) investing
activities 3.8 (25.8) (20.5) (2.1) (44.6)
Financing activities
Additions to long-term debt and revolving
credit agreements --- 68.0 13.9 --- 81.9
Reductions of long-term debt and revolving
credit agreements --- (9.5) (22.5) --- (32.0)
Notes receivable/payable, affiliates 1.3 (25.2) 25.4 (1.7) (.2)
Other-net (3.8) (3.6) --- 3.4 (4.0)
------ ------- ------- ------ -------
Net cash provided by (used for) financing
activities (2.5) 29.7 16.8 1.7 45.7
Effect of exchange rate changes on cash --- --- --- --- ---
------ ------- ------- ------ -------
Cash and cash equivalents
Increase for the period --- 1.9 5.4 --- 7.3
Balance at the beginning of the period --- 2.8 21.6 --- 24.4
------ ------- ------- ------ -------
Balance at the end of the period $ --- $ 4.7 $ 27.0 $ --- $ 31.7
====== ======= ======= ====== =======
Note 7 - Segment Information
Financial information for each of the Company's reportable segments, as defined
by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," is presented in the following table.
NMHG Wholesale derives a portion of its revenues from transactions with NMHG
Retail. The amount of these revenues, which are based on current market prices
of similar third-party transactions, are indicated in the following table on the
line "NMHG Eliminations" in the revenues section.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- --------------------------
2002 2001 2002 2001
-------- -------- ---------- -----------
REVENUES FROM EXTERNAL CUSTOMERS
NMHG Wholesale $ 342.3 $ 314.4 $ 1,017.2 $ 1,149.3
NMHG Retail 59.7 74.6 174.5 228.2
NMHG Eliminations (16.4) (28.9) (45.6) (77.1)
-------- -------- ---------- -----------
NMHG Consolidated $ 385.6 $ 360.1 $ 1,146.1 $ 1,300.4
======== ======== ========== ===========
GROSS PROFIT
NMHG Wholesale $ 56.4 $ 27.8 $ 162.8 $ 154.4
NMHG Retail 13.5 12.0 36.4 44.0
NMHG Eliminations .9 1.1 1.8 3.3
-------- -------- ---------- -----------
NMHG Consolidated $ 70.8 $ 40.9 $ 201.0 $ 201.7
======== ======== ========== ===========
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
NMHG Wholesale $ 43.5 $ 42.1 $ 130.3 $ 132.7
NMHG Retail 14.6 24.1 41.6 64.3
NMHG Eliminations (.4) (.1) (1.0) (.6)
-------- -------- ---------- -----------
NMHG Consolidated $ 57.7 $ 66.1 $ 170.9 $ 196.4
======== ======== ========== ===========
AMORTIZATION OF GOODWILL*
NMHG Wholesale $ --- $ 2.9 $ --- $ 8.7
NMHG Retail --- .3 --- 1.0
-------- -------- ---------- -----------
NMHG Consolidated $ --- $ 3.2 $ --- $ 9.7
======== ======== ========== ===========
OPERATING PROFIT (LOSS)
NMHG Wholesale $ 12.9 $ (20.8) $ 32.5 $ 9.4
NMHG Retail (1.1) (17.1) (5.2) (26.0)
NMHG Eliminations 1.3 1.2 2.8 3.9
-------- -------- ---------- -----------
NMHG Consolidated $ 13.1 $ (36.7) $ 30.1 $ (12.7)
======== ======== ========== ===========
OPERATING PROFIT (LOSS) EXCLUDING
GOODWILL AMORTIZATION
NMHG Wholesale $ 12.9 $ (17.9) $ 32.5 $ 18.1
NMHG Retail (1.1) (16.8) (5.2) (25.0)
NMHG Eliminations 1.3 1.2 2.8 3.9
-------- -------- ---------- -----------
NMHG Consolidated $ 13.1 $ (33.5) $ 30.1 $ (3.0)
======== ======== ========== ===========
* Amortization of goodwill is not recognized in 2002 as a result of the adoption
of SFAS No. 142 on January 1, 2002. See Note 4 for further discussion.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
2002 2001 2002 2001
------- ------- ------- -------
INTEREST EXPENSE
NMHG Wholesale $ (8.1) $ (2.8) $ (18.3) $ (8.8)
NMHG Retail (.8) (1.6) (2.5) (4.2)
NMHG Eliminations (1.5) (1.0) (3.7) (3.6)
------- ------- ------- -------
NMHG Consolidated $ (10.4) $ (5.4) $ (24.5) $ (16.6)
======= ======= ======= =======
INTEREST INCOME
NMHG Wholesale $ .4 $ 1.1 $ 1.6 $ 2.9
NMHG Retail --- --- --- .1
------- ------- ------- -------
NMHG Consolidated $ .4 $ 1.1 $ 1.6 $ 3.0
======= ======= ======= =======
OTHER-NET, INCOME (EXPENSE), EXCLUDING INTEREST
INCOME
NMHG Wholesale $ (4.9) $ (3.4) $ (7.0) $ 1.5
NMHG Retail (.1) .3 (1.1) .3
------- ------- ------- -------
NMHG Consolidated $ (5.0) $ (3.1) $ (8.1) $ 1.8
======= ======= ======= =======
INCOME TAX PROVISION (BENEFIT)
NMHG Wholesale $ (.1) $ (6.0) $ .8 $ 6.7
NMHG Retail .4 (5.2) (1.8) (8.8)
NMHG Eliminations (1.0) (.1) (1.3) ---
------- ------- ------- -------
NMHG Consolidated $ (.7) $ (11.3) $ (2.3) $ (2.1)
======= ======= ======= =======
NET INCOME (LOSS)
NMHG Wholesale $ .8 $ (19.7) $ 8.9 $ (2.4)
NMHG Retail (2.4) (13.2) (7.0) (21.0)
NMHG Eliminations .8 .3 .4 .3
------- ------- ------- -------
NMHG Consolidated $ (.8) $ (32.6) $ 2.3 $ (23.1)
======= ======= ======= =======
DEPRECIATION AND AMORTIZATION
EXPENSE
NMHG Wholesale $ 7.4 $ 11.1 $ 22.6 $ 33.3
NMHG Retail 3.0 3.9 8.5 10.8
------- ------- ------- -------
NMHG Consolidated $ 10.4 $ 15.0 $ 31.1 $ 44.1
======= ======= ======= =======
CAPITAL EXPENDITURES
NMHG Wholesale $ 1.9 $ 14.7 $ 9.7 $ 36.2
NMHG Retail 1.1 2.6 2.4 6.5
------- ------- ------- -------
NMHG Consolidated $ 3.0 $ 17.3 $ 12.1 $ 42.7
======= ======= ======= =======
SEPTEMBER 30 DECEMBER 31
2002 2001
---------- ----------
TOTAL ASSETS
NMHG Wholesale $ 1,048.3 $ 1,164.9
NMHG Retail 187.0 215.6
NMHG Holding/Eliminations (63.4) (175.4)
---------- ----------
NMHG Consolidated $ 1,171.9 $ 1,205.1
========== ==========
NACCO charges fees to its operating subsidiaries, including NMHG. The amounts
charged to NMHG were $1.7 million and $5.2 million for the three and nine month
periods ended September 30, 2002, respectively. This compares with $1.9 million
and $5.7 million for the three and nine month periods ended September 30, 2001,
respectively.
Note 8 - Accounting Standards Not Yet Adopted
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 requires gains and losses on extinguishments of debt to be
reclassified as income or loss from continuing operations rather than as
extraordinary items as previously required by SFAS No. 4, "Reporting Gains and
Losses from Extinguishment of Debt." SFAS No. 145 also amends SFAS No. 13 to
require certain modifications to capital leases to be treated as sale-leaseback
transactions and modifies the accounting for subleases when the original lessee
remains a secondary obligor, or guarantor. SFAS No.145 also rescinded SFAS No.
44, which addressed the accounting for intangible assets of motor carriers and
made numerous technical corrections.
The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 are
effective for fiscal years beginning after May 15, 2002, with restatement of
prior periods for any gain or loss on the extinguishment of debt that was
classified as an extraordinary item in prior periods, as necessary. The
remaining provisions of SFAS No. 145 are effective for transactions and
reporting subsequent to May 15, 2002. The adoption of SFAS No. 145 did not have
a material impact to the Company's financial position or results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities". SFAS No. 146 is effective for exit or disposal activities initiated
after December 31, 2002. SFAS No. 146 requires that liabilities for one-time
termination benefits that will be incurred over future service periods should be
measured at the fair value as of the termination date and recognized over the
future service period. This statement also requires that liabilities associated
with disposal activities should be recorded when incurred. These liabilities
should be adjusted for subsequent changes resulting from revisions to either the
timing or amount of estimated cash flows, discounted at the original
credit-adjusted risk-free rate. Interest on the liability would be accreted and
charged to expense as an operating item. The Company does not expect the
adoption of this statement to have a material impact to the Company's financial
position or results of operations.
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 26 through 28 in the Company's Registration
Statement on Form S-4, as amended. In addition to those policies and estimates
set forth in the Registration Statement, as a result of the adoption of SFAS No.
142, as discussed in Note 4 to the Unaudited Condensed Consolidated Financial
Statements in this Form 10-Q, the Company also considers the accounting for its
goodwill, which is a significant asset to the Company, to be a critical
accounting policy. Changes in management's judgments and estimates could
significantly affect the Company's analysis of the impairment of goodwill. To
test goodwill for impairment, the Company is required to estimate the fair
market value of each of its reporting units. Using management judgments, a model
was developed to estimate the fair market value of the reporting units. This
fair market value model incorporated the Company's estimates of future cash
flows, estimated allocations of certain assets and cash flows among reporting
units, estimates of future growth rates and management's judgment regarding the
applicable discount rates to use to discount those estimated cash flows. Changes
to these judgments and estimates could result in a significantly different
estimate of the fair market value of the reporting units which could result in
an impairment of goodwill.
================
FINANCIAL REVIEW
================
The segment and geographic results of operations for NMHG were as follows for
the three months and nine months ended September 30:
THREE MONTHS NINE MONTHS
----------------------- -------------------------
2002 2001 2002 2001
-------- ---------- ---------- ----------
Revenues
Wholesale
Americas $ 229.4 $ 216.4 $ 695.3 $ 824.0
Europe, Africa and Middle East 95.0 79.3 271.8 273.5
Asia-Pacific 17.9 18.7 50.1 51.8
-------- ---------- ---------- ----------
342.3 314.4 1,017.2 1,149.3
-------- ---------- ---------- ----------
Retail (net of eliminations)
Americas 6.4 6.6 20.4 24.0
Europe, Africa and Middle East 15.7 21.6 48.0 71.9
Asia-Pacific 21.2 17.5 60.5 55.2
-------- ---------- ---------- ----------
43.3 45.7 128.9 151.1
-------- ---------- ---------- ----------
NMHG Consolidated $ 385.6 $ 360.1 $ 1,146.1 $ 1,300.4
======== ========== ========== ==========
Operating profit (loss)
Wholesale
Americas $ 13.7 $ (11.5) $ 34.5 $ 19.4
Europe, Africa and Middle East (.6) (8.5) (1.6) (8.2)
Asia-Pacific (.2) (.8) (.4) (1.8)
-------- ---------- ---------- ----------
12.9 (20.8) 32.5 9.4
-------- ---------- ---------- ----------
Retail (net of eliminations)
Americas (1.2) (.3) (1.4) (1.3)
Europe, Africa and Middle East (.2) (16.6) .8 (24.3)
Asia-Pacific 1.6 1.0 (1.8) 3.5
-------- ---------- ---------- ----------
.2 (15.9) (2.4) (22.1)
-------- ---------- ---------- ----------
NMHG Consolidated $ 13.1 $ (36.7) $ 30.1 $ (12.7)
======== ========== ========== ==========
FINANCIAL REVIEW - continued
THREE MONTHS NINE MONTHS
-------------------- ---------------------
2002 2001 2002 2001
------- ------- -------- -------
Operating profit (loss) excluding
goodwill amortization
Wholesale
Americas $ 13.7 $ (9.5) $ 34.5 $ 25.3
Europe, Africa and Middle East (.6) (7.6) (1.6) (5.6)
Asia-Pacific (.2) (.8) (.4) (1.6)
------- ------- -------- -------
12.9 (17.9) 32.5 18.1
------- ------- -------- -------
Retail (net of eliminations)
Americas (1.2) (.2) (1.4) (1.0)
Europe, Africa and Middle East (.2) (16.5) .8 (24.0)
Asia-Pacific 1.6 1.1 (1.8) 3.9
------- ------- -------- -------
.2 (15.6) (2.4) (21.1)
------- ------- -------- -------
NMHG Consolidated $ 13.1 $ (33.5) $ 30.1 $ (3.0)
======= ======= ======== =======
Interest expense
Wholesale $ (8.1) $ (2.8) $ (18.3) $ (8.8)
Retail (net of eliminations) (2.3) (2.6) (6.2) (7.8)
------- ------- -------- -------
NMHG Consolidated $ (10.4) $ (5.4) $ (24.5) $ (16.6)
======= ======= ======== =======
Other-net
Wholesale $ (4.5) $ (2.3) $ (5.4) $ 4.4
Retail (net of eliminations) (.1) .3 (1.1) .4
------- ------- -------- -------
NMHG Consolidated $ (4.6) $ (2.0) $ (6.5) $ 4.8
======= ======= ======== =======
Net income (loss)
Wholesale $ .8 $ (19.7) $ 8.9 $ (2.4)
Retail (net of eliminations) (1.6) (12.9) (6.6) (20.7)
------- ------- -------- -------
NMHG Consolidated $ (.8) $ (32.6) $ 2.3 $ (23.1)
======= ======= ======== =======
Effective tax rate
Wholesale See (a) 23.2% 9.1% See (a)
Retail (including eliminations) 27.3% 29.1% 32.0% 29.8%
NMHG Consolidated 36.8% 25.6% See (a) See (a)
(a) The effective tax rate is not meaningful.
In the third quarter of 2002, NMHG Wholesale recognized a tax benefit of $0.1
million on a relatively small amount of pre-tax income primarily due to a
true-up in the estimated effective tax rate for the nine months ended September
30, 2002. The effective tax rate for the nine months ended September 30, 2002 is
9.1 percent for NMHG Wholesale and is not meaningful for NMHG Consolidated due
to a $1.9 million tax benefit recognized in the first quarter of 2002 related to
the recognition of previously generated losses in China, combined with a
relatively low level of pre-tax income in the first nine months of 2002. These
factors resulted in a net tax benefit for NMHG Consolidated that exceeds the
pre-tax loss. For the nine months ended September 30, 2001, the effective tax
rate for NMHG Wholesale and NMHG Consolidated is not meaningful. The tax benefit
on the pre-tax loss in the first nine months of 2001 is offset by nondeductible
goodwill amortization and other nondeductible items creating a tax provision
instead of a tax benefit on the NMHG Consolidated pre-tax loss.
FINANCIAL REVIEW - continued
Third Quarter of 2002 Compared with Third Quarter of 2001
NMHG Wholesale: Revenues increased to $342.3 million in the third quarter of
2002, an increase of 9 percent from $314.4 million in the third quarter of 2001.
The increase in revenues was due primarily to increased unit volumes in the
Americas and Europe, favorable currency movements in Europe and a shift in mix
to higher-priced units. Unit shipments increased 6 percent to 15,299 units in
the third quarter of 2002 as compared with 14,452 units in the third quarter of
2001.
Operating profit increased to $12.9 million in the third quarter of 2002 from an
operating loss of $20.8 million in the third quarter of 2001. Operating profit
improved primarily due to (i) lower manufacturing costs driven by the completion
of the Danville restructuring program in the fourth quarter of 2001 and global
procurement and cost control programs, (ii) a favorable shift in mix to
higher-margin lift trucks, (iii) a non-comparable restructuring expense of $3.6
million recognized in the third quarter of 2001 for a European restructuring
program and (iv) the elimination of goodwill amortization of $2.9 million. See
Note 3 and Note 4 to the Unaudited Condensed Consolidated Financial Statements
in this Form 10-Q for a discussion of the NMHG Wholesale restructuring programs
and the adoption of SFAS No. 142, respectively.
Net income of $0.8 million for the third quarter of 2002 improved from a net
loss of $19.7 million in the third quarter of 2001 due to the factors affecting
operating profit. These improvements were partially offset by increased interest
expense, the negative effect of interest rate swap agreements, the amortization
of deferred financing fees and a $1.9 million after-tax impairment of certain
investments in unconsolidated affiliates.
Both the increase in interest rates and the amortization of deferred financing
fees relate to the refinancing of NMHG's debt during the second quarter of 2002,
which is discussed further in the Liquidity and Capital Resources section of
this Form 10-Q.
The worldwide backlog level increased to 18,700 units at September 30, 2002 from
14,400 units at September 30, 2001 and 17,500 units at the end of the second
quarter of 2002 primarily due to an increase in demand.
NMHG Retail (net of eliminations): Revenues decreased to $43.3 million in the
third quarter of 2002 from $45.7 million in the third quarter of 2001. This
decrease is primarily due to the sale of certain European retail dealerships in
the fourth quarter of 2001 (the "sold operations"), which were included in the
results for the third quarter of 2001, partially offset by increased rental
revenues in Asia-Pacific. Revenues generated in the third quarter of 2001 by the
sold operations were $5.7 million, net of intercompany eliminations.
Operating profit increased to $0.2 million from an operating loss of $15.9
million in the third quarter of 2001. The operating loss in the third quarter of
2001 included several special adjustments, primarily in Europe, including a $4.7
million restructuring charge for downsizing retail operations in Europe and
charges of approximately $7.6 million to establish full accounting consistency
among owned dealers on a global basis, true up those dealers previously
reporting on a one-month lag to report on months consistent with the rest of
NMHG and to reduce asset values and increase reserves reflective of the weakened
capital goods market. In addition, the operating loss in the third quarter of
2001 includes an operating loss incurred by the sold operations. The operating
results in the third quarter of 2002 as compared with the third quarter of 2001
also benefit from lower operating costs in Europe resulting from restructuring
programs implemented in 2001 and the elimination of goodwill amortization.
Net loss improved to $1.6 million in the third quarter of 2002 from $12.9
million in the third quarter of 2001 primarily as a result of the items
affecting operating income.
FINANCIAL REVIEW - continued
First Nine Months of 2002 Compared with First Nine Months of 2001
NMHG Wholesale: Revenues decreased to $1,017.2 million in the first nine months
of 2002 from $1,149.3 million in the first nine months of 2001. The decline in
revenues was primarily driven by decreased unit volume in the first half of the
year, partially offset by increased volume in the third quarter of 2002. Unit
shipments declined 15 percent to 46,405 units in the first nine months of 2002
as compared with 54,478 units in the first nine months of 2001.
Despite the volume decline, operating profit increased to $32.5 million in the
first nine months of 2002 from $9.4 million in the first nine months of 2001.
The increase in operating profit was primarily driven by a shift in mix to
higher-margin lift trucks; the positive impact from improvement programs
initiated in 2001, including the completion of the Danville, Illinois, plant
closure in the fourth quarter of 2001 and the benefits of procurement,
restructuring and cost control programs; and the elimination of goodwill
amortization, partially offset by reduced unit volume.
Net income increased to $8.9 million in the first nine months of 2002 from a net
loss of $2.4 million in the first nine months of 2001 as a result of the factors
affecting operating profit, partially offset by additional interest and
other-net expenses due to the factors discussed for the third quarter operating
results, above.
Also affecting the year over year comparability of net income is a pre-tax
insurance recovery of $8.0 million ($5.0 million after-tax) included in other
income (expense) in the first nine months of 2001 relating to flood damage in
September 2000 at NMHG's Sumitomo-NACCO joint venture in Japan and a $1.3
million after-tax charge in 2001 for the cumulative effect of accounting changes
for derivatives and pension costs.
NMHG Retail (net of eliminations): Revenues decreased to $128.9 million for the
first nine months of 2002 from $151.1 million for the first nine months of 2001.
Revenues declined primarily due to the elimination of the sold operations, which
generated revenues of $18.1 million, net of intercompany eliminations, for the
first nine months of 2001. Operating loss in the first nine months of 2002 was
$2.4 million compared with an operating loss of $22.1 million in the first nine
months of 2001. Operating results improved primarily due to (i) several unusual
adjustments recognized in 2001, as noted in the discussion of the third quarter
operating results, (ii) lower operating costs in Europe resulting from
restructuring programs implemented in 2001, (iii) the elimination of losses
incurred by the sold operations in 2001 and (iv) the elimination of goodwill
amortization of $1.0 million. Net loss was $6.6 million for the nine months
ended September 30, 2002 compared with $20.7 million for the first nine months
of 2001, primarily due to the factors affecting operating loss.
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for property, plant and equipment were $9.7 million for NMHG
Wholesale and $2.4 million for NMHG Retail during the first nine months of 2002.
These capital expenditures include investments in machinery and equipment,
tooling for new products, information systems and lease and rental fleet. It is
estimated that NMHG's capital expenditures for the remainder of 2002 will be
approximately $5.5 million for NMHG Wholesale and $0.8 million for NMHG Retail.
Planned expenditures for the remainder of 2002 include tooling for new products,
investments in worldwide information systems and additions to retail lease and
rental fleet. The principal sources of financing for these capital expenditures
are internally generated funds and bank borrowings.
FINANCIAL REVIEW - continued
LIQUIDITY AND CAPITAL RESOURCES - continued
On May 9, 2002, NMHG replaced its primary financing agreement, an unsecured
floating-rate revolving line of credit with availability of $350.0 million,
certain other lines of credit with availability of $28.6 million and a program
to sell accounts receivable in Europe, with the proceeds from the sale of $250.0
million of 10% unsecured Senior Notes due 2009 and borrowings under a secured,
floating-rate revolving credit facility which expires in May 2005. The proceeds
from the Senior Notes were reduced by an original issue discount of $3.1
million.
The $250.0 million of 10% Senior Notes mature on May 15, 2009. The Senior Notes
are senior unsecured obligations of NMHG Holding and are guaranteed by
substantially all of NMHG's domestic subsidiaries. NMHG Holding 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.
Availability under the new 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." 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. The
borrowers, as defined in the new revolving credit facility, include NMHG Holding
and certain domestic and foreign subsidiaries of NMHG Holding. Borrowings bear
interest at a floating rate, which can be either a base rate or LIBOR, as
defined, plus an applicable margin. The initial applicable margins, effective
through September 30, 2002, for base rate loans and LIBOR loans are 2.00% and
3.00%, respectively. The new revolving credit facility also requires a fee of
0.5% per annum on the unused commitment. Subsequent to September 30, 2002, the
margins and unused commitment fee will be subject to adjustment based on a
leverage ratio.
At September 30, 2002, the borrowing base under the new revolving credit
facility was $93.6 million, which has been reduced by the commitments or
availability under certain foreign credit facilities and an excess availability
requirement of $15.0 million. Borrowings outstanding under this facility were
$22.0 million at September 30, 2002. Therefore, at September 30, 2002, the
availability under the new revolving credit facility was $71.6 million.
The domestic floating rate of interest applicable to this facility on September
30, 2002 was 5.61%, including the applicable floating rate margin. The new
revolving credit facility includes a subfacility for foreign borrowers which can
be denominated in British pounds sterling or euros. The foreign floating rate of
interest applicable to this subfacility on September 30, 2002 was 6.96%,
including the applicable floating rate margin. Included in the borrowing
capacity is a $15.0 million overdraft facility available to foreign borrowers.
The initial applicable margin, effective through September 30, 2002, for
overdraft loans is 3.25% above the London base rate, as defined. The new
revolving credit facility is guaranteed by certain domestic and foreign
subsidiaries of NMHG Holding and secured by substantially all of the assets,
other than property, plant and equipment, of the borrowers and guarantors, both
domestic and foreign, under the facility.
The terms of the new revolving credit facility provide that availability is
reduced by the commitments or availability under a foreign credit facility of
the borrowers and certain foreign working capital facilities. A foreign credit
facility commitment of approximately U.S. $18.3 million on September 30, 2002,
denominated in Australian dollars, reduced the amount of availability under the
new revolving credit facility. In addition, availability under the new revolving
credit facility was reduced by $5.5 million for a working capital facility
denominated in Chinese yuan. If the commitments or availability under these
facilities are increased, availability under the new revolving credit facility
will be reduced. The $93.6 million of capacity under the new revolving credit
facility at September 30, 2002 reflected the reduction of these foreign credit
facilities.
Both the new revolving credit facility and terms of the Senior Notes include
restrictive covenants which, among other things, limit the payment of dividends
to NACCO. The new revolving credit 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. The borrowers must maintain aggregate excess availability
under the new revolving credit facility of at least $15.0 million.
NMHG paid financing fees of approximately $15.1 million related to this
refinancing. These fees were deferred and are being amortized as interest
expense in the statement of operations over the respective terms of the new
financing facilities.
FINANCIAL REVIEW - continued
LIQUIDITY AND CAPITAL RESOURCES - continued
As a result of the refinancing of NMHG's floating-rate revolving credit
facility, NMHG terminated all of its interest rate swap agreements with all
related cash outflows occurring during the third quarter of 2002. NMHG
terminated interest rate swap agreements with a total notional amount of $285.0
million and a total net payable balance of $11.5 million at the respective dates
of termination. See further discussion in Note 5 to the Unaudited Condensed
Consolidated Financial Statements included in this Form 10-Q.
Since December 31, 2001, in the ordinary course of business, NMHG Retail
continued to make payments under existing operating lease agreements and enter
into new operating lease agreements, primarily for rental equipment. As a result
of obligations incurred by entering into new leases, partially offset by lease
payments made in the ordinary course of business and the sale of one of its
remaining German dealerships in the third quarter of 2002, the Company's future
minimum lease payments increased $13.6 million from $141.6 million at December
31, 2001.
In addition, NMHG had contingent obligations for guarantees related to third
party financing of NMHG's lift trucks in the amount of $134.9 million at
September 30, 2002 compared with contingent obligations of a similar nature of
$158.0 million at December 31, 2001.
NMHG believes that funds available under the new revolving credit facility,
other available lines of credit and operating cash flows are sufficient to
finance all of its operating needs and commitments arising during the
foreseeable future.
NMHG Wholesale's capital structure is presented below:
SEPTEMBER 30 DECEMBER 31
2002 2001
-------- --------
NMHG Wholesale:
Total net tangible assets $ 271.6 $ 375.2
Advances to (from) NMHG Retail (15.5) 70.2
Goodwill at cost 486.5 446.0
-------- --------
Net assets before goodwill amortization 742.6 891.4
Accumulated goodwill amortization (143.3) (141.4)
Advances from NACCO --- (8.0)
Advances from NMHG Holding (247.2) ---
Other debt (24.1) (300.9)
Minority interest (1.4) (2.3)
-------- --------
Stockholder's equity $ 326.6 $ 438.8
======== ========
Debt to total capitalization 45% 41%
The decrease in net tangible assets of $103.6 million is primarily due to a
$79.2 million decrease in investments in NMHG Retail which was allocated to NMHG
Holding and is not held by NMHG Wholesale. The remaining $24.4 million decrease
in net tangible assets is due to a $30.1 million decrease in cash and cash
equivalents, a $12.1 million decrease in property, plant and equipment and a
$4.3 million decrease in net deferred tax assets combined with an $11.4 million
increase in intercompany interest payable, somewhat offset by a $30.3 increase
in total receivables. Accounts receivable increased primarily due to the second
quarter 2002 termination of an agreement to sell European accounts receivable as
part of NMHG's debt refinancing.
FINANCIAL REVIEW - continued
LIQUIDITY AND CAPITAL RESOURCES - continued
As a result of NMHG's debt refinancing, certain of NMHG Wholesale's borrowings
that were previously from external sources are now financed with an intercompany
advance from NMHG Holding. As such, advances from NMHG Holding replaced the
majority of NMHG Wholesale's "other debt." Furthermore, at September 30, 2002,
NMHG Wholesale has a net payable to NMHG Retail instead of a net receivable from
NMHG Retail due to changes in the internal capitalization between NMHG
Wholesale, NMHG Retail and NMHG Holding. Part of the reason for this
recapitalization was due to a reallocation of goodwill from NMHG Retail to NMHG
Wholesale of approximately $40.3 million as part of the adoption of SFAS No.
142. See further discussion in Note 4 to the Unaudited Condensed Consolidated
Financial Statements in this Form 10-Q.
Stockholder's equity decreased due to a dividend to NMHG Holding of $117.7
million and a dividend to NACCO of $15.0 million, partially offset by an $8.2
million favorable adjustment to the foreign currency cumulative translation
balance, net income for the first nine months of 2002 of $8.9 million and a $3.7
million decrease in the deferred loss on derivatives.
NMHG Retail's capital structure is presented below:
SEPTEMBER 30 DECEMBER 31
2002 2001
------- --------
NMHG Retail:
Total net tangible assets $ 80.3 $ 109.5
Advances to (from) NMHG Wholesale 15.5 (70.2)
Goodwill and other intangibles at cost 1.8 45.2
------- --------
Net assets before goodwill amortization 97.6 84.5
Accumulated goodwill and other intangible amortization (.2) (5.6)
Advances from NMHG Holding (16.8) ---
Other debt (48.3) (53.5)
------- --------
Stockholder's equity $ 32.3 $ 25.4
======= ========
Debt to total capitalization 67% 68%
The decrease in total net tangible assets of $29.2 million is primarily due to a
$14.9 million decrease in net intercompany and other receivables and a $7.3
million decline in inventory. The decrease in net intercompany accounts
receivable is primarily due to the settlement of fiscal 2001 intercompany tax
advances with NMHG Wholesale. Other receivables decreased primarily due to
proceeds received in the first quarter of 2002 for the 2001 sold operations. A
portion of these proceeds was used to pay down debt.
As noted above, changes in the internal capitalization between NMHG Wholesale,
NMHG Retail and NMHG Holding resulted in a net advance to NMHG Wholesale at
September 30, 2002 as compared with a net advance from NMHG Wholesale at
December 31, 2001. This recapitalization is primarily due to the transfer of net
goodwill to NMHG Wholesale.
The increase in stockholder's equity is due to a $12.6 million reallocation of
equity to NMHG Holding and a $1.0 million favorable adjustment to the foreign
currency cumulative translation balance, partially offset by a $6.6 million net
loss for the first nine months of 2002. The reallocation of equity among
segments does not affect NMHG's consolidated equity position.
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 income and net income are addressed
in the discussion of operating results, above.
OUTLOOK
NMHG Wholesale
NMHG Wholesale expects improved operating results in the fourth quarter of 2002,
compared with the fourth quarter of 2001, due to anticipated increased lift
truck shipments and lower operating expenses as a result of previously initiated
cost reduction programs, including restructuring programs, procurement
initiatives and other strategic programs. NMHG Wholesale also expects to
continue incurring increased interest expense and amortization of deferred
financing fees as a result of the May 2002 refinancing of NMHG's debt.
NMHG Retail
NMHG Retail expects to continue its programs to improve the performance of its
wholly owned dealerships as part of its objective for reaching at least
break-even results.
NMHG Consolidated - Pension Cost
Based on actuarial calculations performed in accordance with SFAS No. 87,
"Employers' Accounting for Pensions," as of September 30, 2002, the measurement
date for the Company's pension plans, the Company expects an increase in its
pension expense for 2003 as compared with 2002 of $1.6 million pre-tax. In
addition, the Company will recognize an additional minimum pension liability
adjustment in the fourth quarter of 2002 to reflect the amount that the pension
plans' accumulated benefit obligation exceeds the plans' assets in excess of
amounts previously accrued for pension costs. A large portion of this minimum
pension liability adjustment will be reflected as a reduction to stockholder's
equity as a component of accumulated other comprehensive income (loss).
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) acquisitions and/or
dispositions of dealerships by NMHG, (10) costs related to the integration of
acquisitions, (11) the impact of the introduction of the euro, including
increased competition, foreign currency exchange movements and/or changes in
operating costs and (12) the uncertain impact on the economy or the public's
confidence in general from terrorist activities and the consequent climate of
war.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures: We maintain 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. Within the 90-day period prior to the filing of this report, 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 our disclosure controls and
procedures. 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.
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. None
(b) Reports on Form 8-K.
Current Report on Form 8-K filed with the Commission
on September 28, 2002 (Item 9)
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 14, 2002 /s/ Michael K. Smith
------------------------- --------------------------------------------
Michael K. Smith
Vice President Finance & Information Systems
and Chief Financial Officer
(Authorized Officer and Principal
Financial and Accounting Officer)
Certifications
I, Reginald R. Eklund, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NMHG Holding Co.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Reginald R. Eklund
-------------------- -----------------------------------------------
Reginald R. Eklund
President, Chief Executive Officer and Director
(Principal Executive Officer)
I, Michael K. Smith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NMHG Holding Co.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Michael K. Smith
---------------------- ---------------------------------------
Michael K. Smith
Vice President Finance & Information
Systems and Chief
Financial Officer
(Principal Financial Officer)